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Tired of rejection, Kent Kresa quit professional acting in his teens to attend Massachusetts Institute of Technology. Today, the 63-year old Northrop Grumman chairman isn't waiting around for rejection. He has launched a $5.9 billion offer to buy TRW and hired proxy outfit D.F. King in case he needs to wage a hostile battle. Kresa wants TRW's missile-defense and military satellite business, which he says fits well with Northrop's military space business. But he has little interest in TRW's lower-growth auto-parts business, which provides 60% of its $16 billion in sales; he has already sounded out potential buyers. The TRW deal would be Kresa's third major acquisition in the past year, including the $5.1 billion purchase of Litton Industries. With possible bids coming from Lockheed Martin or other suitors, though, success isn't certain. TRW says it will consider the Northrop bid "promptly and in an orderly manner" but will miss Kresa's Feb. 27 deadline. If he wants to avoid rejection again, the onetime child actor may be forced into the role of a hostile bidder. Hewlett-Packard CEO Carly Fiorina has gained momentum for HP's $22 billion bid to buy Compaq Computer, but will it be enough to overcome the proxy fight being waged by dissident board member Walter Hewlett? While large firms such as Putnam Investments and Alliance Capital will vote for the deal, at least seven stockholders representing 3% of HP's shares expect to vote no on Mar. 19. Among them: Brandes Investments and Fifth Third Bank. Opponents of the deal say buying the world's biggest PC maker would dilute the value of HP's profitable printer business. And while Fiorina has won some key supporters, others seem beyond the reach of any sales pitch. The reason: HP's repeated failure to fix its ailing computing business makes many investors dubious that management can make the merger work. On Feb. 27, U.S. District Judge Gladys Kessler notified the Natural Resources Defense Council that she ordered the Energy Dept. to turn over documents relating to the formulation of the Bush Administration's energy policy. By Mar. 25, Kessler said, the government must release to the NRDC the "vast majority" of documents about meetings held by White House officials while they were drafting energy policy. After the Administration rebuffed attempts by the NRDC to get such documents last April, the NRDC sued under the Freedom of Information Act. The ruling couldn't come at a worse time. On Feb. 22, the General Accounting Office sued the White House for meetings records relating to the national energy policy. In a reversal, Williams Communications said on Feb. 25 that it may file for Chapter 11 protection as part of a restructuring plan that it had earlier said would not include bankruptcy or shareholder dilution. The Tulsa network operator has total debt of $5.2 billion, including $2.4 billion in bonds. If bankruptcy indeed takes place, one analyst figures the stockholders would be wiped out. Bondholders would likely end up with no more than 5 cents in cash and 15 cents in recapitalized stock for every dollar. A bankruptcy would also have reverberations for Williams Communications' former parent, Williams Cos. The energy concern would be on the hook for some $2.2 billion in debt it guaranteed for Williams Communications. General Motors lured so many new-car buyers late last year with 0% financing that forecasters were convinced that GM and rivals who offered similar deals were pulling sales from 2002 into 2001. Industry forecasters thought that sales this year would plummet by as much as 15%, to 14.6 million vehicles. Now, GM thinks the year will be a bit better. On Feb. 25, the auto maker upped its earnings estimates and boosted its industry sales forecast from less than 15.5 million to 16 million vehicles. One reason: Cash incentives have kept sticker prices low. Continental Airlines is moving ahead with a $300 million initial public offering of its ExpressJet Holdings unit, while Northwest Airlines' regional unit filed for an IPO that's expected to raise $400 million. Continental will sell about 31% of ExpressJet, with the rest to follow in six months. Analyst Susan Donofrio of Deutsche Banc Alex. Brown notes regional carriers usually trade at 15 to 25 times earnings, vs. a price-earnings ratio of 8 to 10 for major airlines, because they're growing faster. But a sudden influx of IPOs could limit the spin-offs' near-term price appreciation. -- A Supreme Court ruling makes it easier for employees to sue for discrimination.

-- Clear Channel Communications will take a pretax charge of at least $15 billion to comply with a new accounting law.

-- Integrated Defense Technologies opened trading at $26.75, above its $22 IPO price. ImClone Systems shares climbed 32%, to $20.53, on Feb. 27 after a meeting with the Food & Drug Administration. ImClone learned it could resubmit the rejected application for its Erbitux cancer drug using existing data, avoiding lengthy and costly new trials. The drug could reach the market by mid-2003.


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