EX-99.2 9 dex992.txt FORM OF NOTICE OF GUARANTEED DELIVERY EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY for Tender of Shares of Common Stock (Including the Associated Series A Participating Cumulative Preferred Stock Purchase Rights) of Newport News Shipbuilding Inc. to Northrop Grumman Corporation (Not to Be Used for Signature Guarantees) This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) if certificates representing shares of common stock, par value $0.01 per share (the "Common Stock"), including the associated Series A participating cumulative preferred stock purchase rights (the "Rights" and, together with the Common Stock, the "Newport News Shares"), of Newport News Shipbuilding Inc., a Delaware corporation, ("Newport News") are not immediately available, if the procedure for book-entry transfer cannot be completed prior to the Expiration Date (as defined in "The Offer" in the Prospectus), or if time will not permit all required documents to reach the Exchange Agent prior to the Expiration Date. Such form may be delivered by hand, transmitted by facsimile transmission or mailed to the Exchange Agent. See "The Offer--Procedure for Tendering" of the Prospectus. The Exchange Agent for the Exchange Offer is: Mellon Investor Services LLC By Mail: By Overnight Delivery: By Hand Delivery: Mellon Investor Services LLC Mellon Investor Services LLC Mellon Investor Services LLC Reorganization Department Reorganization Department Reorganization Department P.O. Box 3301 85 Challenger Road 120 Broadway South Hackensack, NJ 07606 Mail Stop--Reorg 13th Floor Ridgefield Park, NJ 07660 New York, NY 10271 By Facsimile Transmission: (for Eligible Institutions only) Fax: (201) 296-4860 Confirm by Telephone: (201) 296-4293
Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission of instructions via facsimile number other than as set forth above will not constitute a valid delivery. This form is not to be used to guarantee signatures. If a signature on a Letter of Election and Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Election and Transmittal. Ladies and Gentlemen: The undersigned hereby tenders to Northrop Grumman Corporation, a Delaware corporation, upon the terms and subject to the conditions set forth in Northrop Grumman's Prospectus dated May 23, 2001 and the related Letter of Election and Transmittal (which, together with any amendments or supplements thereto, constitute the "Offer"), receipt of which is hereby acknowledged, the number of shares set forth below of common stock, par value $0.01 per share (the "Common Stock"), including the associated Series A participating cumulative preferred stock purchase rights issued pursuant to the Newport News stockholder protection rights agreement (the "Rights" and, together with the Common Stock, the "Newport News Shares"), of Newport News Shipbuilding Inc., a Delaware corporation, pursuant to the guaranteed delivery procedures set forth in "The Offer--Procedure for Tendering" of the Prospectus. Number of Newport News Shares: Name(s) of Record Holder(s): __________________________________ __________________________________ [_] Check here if you are electing __________________________________ to receive cash for your Please Print Newport News Shares. __________________________________ [_] Check here if you are electing Address(es): _____________________ to receive Northrop Grumman Shares for your Number of __________________________________ Newport News Shares. __________________________________ Zip Code Area Code and Tel. No.: __________________________________ __________________________________ [_] Check here if you are not making any election with respect to your Newport News Shares. __________________________________ Signature(s): ____________________ __________________________________ __________________________________ Account Number: __________________________________ __________________________________ Certificate Nos. (if available): __________________________________ Check box if Newport News Shares will be tendered by book-entry transfer: [_] Dated: ____________________ , 2001 2 GUARANTEE (Not to Be Used for Signature Guarantees) The undersigned, a participant in the Security Transfer Agents Medallion Program, guarantees to deliver to the Exchange Agent either certificates representing the Newport News Shares tendered hereby, in proper form for transfer, or confirmation of book-entry transfer of such Newport News Shares into the Exchange Agent's account at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Election and Transmittal, with any required signature guarantees, or an Agent's Message (as defined in the Prospectus), and any other documents required by the Letter of Election and Transmittal, within three NYSE trading days (as defined in the Prospectus) after the date hereof. The Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Election and Transmittal and certificates for Newport News Shares to the Exchange Agent within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution. Name of Firm: _________________ __________________________________ Authorized Signature Address: ______________________ __________________________________ Please Print ______________________________ __________________________________ Zip Code Area Code and Tel. No.: _______ Dated: ____________________ , 2001 NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES SHOULD BE SENT ONLY WITH YOUR LETTER OF ELECTION AND TRANSMITTAL. 3