EX-99.4 11 dex994.txt FORM OF LETTER TO CLIENTS EXHIBIT 99.4 NORTHROP GRUMMAN CORPORATION Offer To Exchange Each Outstanding Share Of Common Stock (Including Associated Series A Participating Cumulative Preferred Stock Purchase Rights) of Newport News Shipbuilding Inc. for Shares of Common Stock of Northrop Grumman Corporation Valued at $67.50 or $67.50 Net to the Seller in Cash, subject, in each case, to the election and proration procedures and limitations described in the Prospectus and related Letter of Election and Transmittal -------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 20, 2001 UNLESS EXTENDED. SHARES TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OF THE OFFER, BUT NOT DURING ANY SUBSEQUENT OFFERING PERIOD. -------------------------------------------------------------------------------- May 23, 2001 To Our Clients: Enclosed for your consideration are the Prospectus, dated May 23, 2001, and the related Letter of Election and Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer") in connection with the offer by NORTHROP GRUMMAN CORPORATION, a Delaware corporation ("Northrop Grumman"), to issue shares of common stock, par value $1.00 per share (the "Northrop Grumman Shares"), designed to have a value of $67.50 per share or pay $67.50 per share in cash (subject, in each case, to the election and proration procedures and limitations described in the Prospectus and related Letter of Election and Transmittal) for each outstanding share of common stock, par value $0.01 per share (the "Common Stock"), of Newport News Shipbuilding Inc., a Delaware corporation ("Newport News"), 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"). Each Newport News stockholder will be able, subject to proration, to elect to receive cash for all of his or her Newport News Shares, or Northrop Grumman Shares for all of his or her Newport News Shares. We are the holder of record of Newport News Shares held for your account. A tender of such Newport News Shares can be made only by us as the holder of record and pursuant to your instructions. The enclosed Letter of Election and Transmittal is furnished to you for your information only and cannot be used by you to tender Newport News Shares held by us for your account. We request instructions as to whether you wish us to tender any or all of the Newport News Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer. Your attention is invited to the following: 1. The consideration per Newport News Share is either Northrop Grumman Shares designed to have a value of $67.50 per Newport News share or $67.50 per Newport News share in cash without interest (subject, in each case, to the election and proration procedures and limitations described in the Prospectus and related Letter of Election and Transmittal). 2. The Offer is being made for all outstanding Newport News Shares. 3. The Offer and withdrawal rights will expire at 12:00 midnight, New York City time, on Wednesday, June 20, 2001, unless the Offer is extended. 4. The Offer is subject to various conditions set forth in the Prospectus, which you should review in detail. 5. Any stock transfer taxes applicable to the sale of Newport News Shares to Northrop Grumman pursuant to the Offer will be paid by Northrop Grumman, except as otherwise provided in Instruction 6 of the Letter of Election and Transmittal. Except as disclosed in the Prospectus, Northrop Grumman is not aware of any state in which the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. In any jurisdiction in which the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Northrop Grumman by Salomon Smith Barney, the Dealer Manager for the Offer, or one or more registered brokers or dealers licensed under the laws of such jurisdiction. If you wish to have us tender any or all of your Newport News Shares, please so instruct us by completing, executing and returning to us the instruction form set forth on the reverse side of this letter. An envelope to return your instructions to us is enclosed. If you authorize the tender of your Newport News Shares, all such Newport News Shares will be tendered unless otherwise specified on the reverse side of this letter. Your instructions should be forwarded to us in sufficient time to permit us to submit a tender on your behalf prior to the expiration of the Offer. 2 INSTRUCTIONS WITH RESPECT TO THE OFFER TO EXCHANGE EACH OUTSTANDING SHARE OF COMMON STOCK (INCLUDING ASSOCIATED SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK PURCHASE RIGHTS) OF NEWPORT NEWS SHIPBUILDING INC. FOR SHARES OF COMMON STOCK OF NORTHROP GRUMMAN CORPORATION VALUED AT $67.50 OR $67.50 NET TO THE SELLER IN CASH, SUBJECT, IN EACH CASE, TO THE ELECTION AND PRORATION PROCEDURES AND LIMITATIONS DESCRIBED IN THE PROSPECTUS AND RELATED LETTER OF ELECTION AND TRANSMITTAL The undersigned acknowledge(s) receipt of your letter and the enclosed Prospectus dated May 23, 2001 and the related Letter of Election and Transmittal in connection with the Offer by Northrop Grumman Corporation, a Delaware corporation, to issue shares of common stock, par value $1.00 per share (the "Northrop Grumman Shares"), designed to have a value of $67.50 per Newport News share or pay $67.50 per Newport News share in cash (subject, in each case, to the election and proration procedures and limitations described in the Prospectus and related Letter of Election and Transmittal) for each outstanding share of common stock, par value $0.01 per share (the "Common Stock"), of Newport News Shipbuilding Inc., a Delaware corporation ("Newport News"), 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"). You will be able, subject to proration, to elect to receive cash for all of your Newport News Shares, or Northrop Grumman Shares for all of your Newport News Shares. This will instruct you to tender to Northrop Grumman the number of Newport News Shares indicated below (or if no number is indicated below, all Newport News Shares) that are held by you for the account of the undersigned and to make the following elections in respect of such Newport News Shares, upon the terms and subject to the conditions set forth in the Offer. Number of Newport News Shares to be Tendered:* ----------------------------------------------------------------- [_] Check here if you are electing to receive cash for your Newport News Shares. ---- [_] Check here if you are electing to receive Northrop Grumman Shares for your Newport News Shares. ---- [_] Check here if you are not making any election with respect to your Newport News Shares. ---- Total Number of Newport News Shares held by you: ----------------------------------------------------------------- Date: ______________________ , 2001 ----------------------------------- Signature(s) ----------------------------------- Print Name(s) ----------------------------------- Print Address(es) ----------------------------------- Area Code and Telephone Number ----------------------------------- ----------------------------------- Tax ID or Social Security Number * Unless otherwise indicated, it will be assumed that all Newport News Shares held by us for your account are to be tendered. PLEASE RETURN THIS FORM TO THE BROKERAGE FIRM MAINTAINING YOUR ACCOUNT 3