SC 13E3/A 1 dsc13e3a.txt SCHEDULE 13E3 AMENDMENT NO. 1 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) LITTON INDUSTRIES, INC. (Name of Issuer) NORTHROP GRUMMAN CORPORATION L2 ACQUISITION CORP. LITTON INDUSTRIES, INC. (Name of Persons Filing Statement) Series B $2 Cumulative Preferred Stock, Par Value $5.00 Per Share (Title of Class of Securities) 5380214032 (CUSIP Number of Class of Securities) ---------------- W. Burks Terry Corporate Vice President and General Counsel Northrop Grumman Corporation 1840 Century Park East Los Angeles, California 90067 (310) 553-6262 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement) Copy to: Andrew E. Bogen Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, California 90071 (213) 229-7000 This statement is filed in connection with (check the appropriate box): a.[_] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13E-3(c) under the Securities Exchange Act of 1934. b.[_] The filing of a registration statement under the Securities Act of 1933. c.[_] A tender offer. d.[X] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [_] Check the following box if the filing is a final amendment reporting the results of the transaction: [_] Calculation of Filing Fee Transaction Valuation (1) Amount of Filing Fee (1) $5,950,385.00 $1,190.08
(1) For purposes of calculating this fee only, the transaction valuation is based on the purchase of 170,011 shares of Series B $2 Cumulative Preferred Stock, par value $5.00 per share, of Litton Industries, Inc. at $35.00 cash per share. The amount of the filing fee is based upon 1/50th of one percent multiplied by the transaction valuation. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of Filing. The fee of $1,190.08 previously was paid in connection with the filing of the Schedule 13e-3 filed by the filing persons on May 11, 2001. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Item 1. Summary Term Sheet. The following is a summary term sheet for the proposed merger (referred to as the "Short-Form Merger") of L2 Acquisition Corp., a wholly-owned subsidiary of Northrop Grumman Corporation, with and into Litton Industries, Inc., a subsidiary of L2 Acquisition, with Litton as the surviving corporation. This summary is not intended to be complete, and is qualified in its entirety by reference to the additional information presented elsewhere in this Rule 13e-3 Transaction Statement (referred to as this "Statement"), in the annexes to this Statement, and the exhibits, other documents and information referred to in this Statement and incorporated into this Statement by this reference. Relationship of the Parties...... L2 Acquisition is a newly-organized Delaware corporation, all of the stock of which is owned by Northrop Grumman. Prior to the Short-Form Merger, Northrop Grumman will transfer or will cause the transfer of all of the outstanding shares of Litton common stock and 240,632 shares of Litton preferred stock to L2 Acquisition, and Litton will issue and sell to L2 Acquisition 1,290,000 shares of Litton preferred stock at a price of $35.00 per share, payable in cash, so that immediately prior to the Short-Form Merger L2 Acquisition will own 100% of the outstanding shares of Litton common stock and over 90% of the outstanding shares of Litton preferred stock. Northrop Grumman is an advanced technology company operating in the Integrated Systems Sector, or "ISS", Electronic Systems and Sensor Sector, or "ES3", and Information Technology, or "Logicon", segments of the broadly defined aerospace and defense industry. Litton designs, builds and overhauls surface ships for government and commercial customers worldwide and is a provider of defense and commercial electronics technology, components and materials for customers worldwide. The Short-Form Merger............ In the Short-Form Merger, L2 Acquisition will be merged with and into Litton, with Litton as the surviving corporation. Each outstanding share of Litton preferred stock (other than shares held by dissenting stockholders or L2 Acquisition) will be canceled in exchange for cash in the amount of $35.00 per share, net to the holder in cash and without interest. As the result of the Short-Form Merger, Litton will be a wholly-owned subsidiary of Northrop Grumman. Northrop Grumman's Acquisition of Litton Common and Preferred Stock............................ Northrop Grumman acquired approximately 97.3% of the outstanding shares of Litton common stock and approximately 58.6% of the outstanding shares of Litton preferred stock as of April 20, 2001 pursuant to an offer to purchase or exchange dated February 1, 2001, as amended (referred to as the "Offer to Purchase"), which is incorporated into this Statement by this reference. In the Offer to Purchase, Northrop Grumman offered holders of Litton common stock, for each share of Litton common stock, their choice of: . $80.00 net per share, in cash, not subject to proration;
1 . $80.25 in market value (determined as set forth in the Offer to Purchase) of shares of Northrop Grumman common stock, subject to proration; or . 0.80 shares of Northrop Grumman Series B Preferred Stock, subject to proration. In the Offer to Purchase, Northrop Grumman offered holders of Litton preferred stock $35.00 per share, net to the holder in cash. On May 30, 2001, or as soon as practicable thereafter, Northrop Grumman will acquire the remaining Litton common stock not acquired by it pursuant to the Offer to Purchase through a merger of LII Acquisition Corp., a wholly-owned subsidiary of Northrop Grumman, with and into Litton (referred to as the "Litton Merger"). The Offer to Purchase was, and the Litton Merger will be, accomplished pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of January 23, 2001 by and among Northrop Grumman, Litton, NNG, Inc. and LII Acquisition. No Stockholder Vote.............. As the owner of all of the outstanding shares of Litton common stock and more than 90% of the outstanding shares of Litton preferred stock, L2 Acquisition will be entitled to effect the Short-Form Merger by resolution of its board of directors and without any vote of the Litton stockholders, as permitted by Section 253 of the Delaware General Corporation Law (referred to as the "DGCL"). Dissenter's Rights of Appraisal.. Holders of Litton preferred stock who properly perfect their appraisal rights under Section 262 of the Delaware General Corporation Law (referred to as the "DGCL") will have the right to seek an appraisal and to be paid the "fair value" of their shares of Litton preferred stock at the effective time of the Short-Form Merger (exclusive of any element of value arising from the expectation or accomplishment of the Short-Form Merger).
Special Factors . The board of directors of L2 Acquisition will approve the Short-Form Merger in accordance with Section 253 of the DGCL and no other vote will be necessary to approve the Short-Form Merger. Holders of Litton preferred stock are not entitled or required to vote on the Short-Form Merger. As a result, neither Litton, L2 Acquisition nor Northrop Grumman is soliciting proxies or consents from holders of Litton preferred stock in connection with the Short-Form Merger. . Northrop Grumman, L2 Acquisition and the five directors of Litton designated by Northrop Grumman and identified as "additional directors" in Item 3 of this Statement (who constitute a majority of the members of the Litton board of directors) believe that the terms of the Short-Form Merger are fair to unaffiliated holders of the Litton preferred stock. The three directors of Litton identified as the "Litton continuing directors" in Item 3 abstained from the vote, and did not express a view, as to whether the terms of the Short-Form Merger are fair to unaffiliated holders of Litton preferred stock. The abstaining directors did not provide a reason for their abstention. . No special committee of the Litton board of directors, consisting solely of directors unaffiliated with Northrop Grumman, has been constituted to act on behalf of unaffiliated holders of Litton preferred 2 stock for purposes of negotiating the terms of the Short-Form Merger, and no person has been retained to negotiate the terms of the Short-Form Merger or to prepare a report, opinion or appraisal concerning the fairness of the consideration to be received by holders of the Litton preferred stock in the Short-Form Merger. . It is presently expected that the Short-Form Merger will become effective on June 11, 2001, or as soon as practicable thereafter. . As a result of the Short-Form Merger, trading in shares of Litton preferred stock will cease and registration of such stock under the Securities Exchange Act of 1934, as amended, will terminate. . Northrop Grumman considered alternative means of acquiring all of the outstanding shares of Litton preferred stock, including purchasing shares in open market transactions, amending the Litton certificate of incorporation, a dissolution transaction and redemption of the Litton preferred stock. The Short-Form Merger was selected as the means which could be accomplished most expeditiously at a price which would treat all holders of Litton preferred stock equally, whether the holders tendered their shares pursuant to the Offer to Purchase or continued to hold their shares after the expiration of the Offer to Purchase. . Holders of Litton preferred stock who properly perfect their appraisal rights under Section 262 of the DGCL will have the right to seek an appraisal and to be paid the "fair value" of their shares of Litton preferred stock at the effective time of the Short-Form Merger (exclusive of any element of value arising from the expectation or accomplishment of the Short-Form Merger). Surrender of Certificates and Payment Procedures As soon as practicable after the effective time of the Short-Form Merger, EquiServe Trust Company, the paying agent for the Short-Form Merger, will mail a letter of transmittal and instructions regarding the surrender of Litton preferred stock to each record holder of outstanding shares of Litton preferred stock. Upon surrender to the paying agent of a certificate representing a share of Litton preferred stock, together with a properly completed and duly executed letter of transmittal and any other documents that may be required by the paying agent, the holder of the surrendered certificate will be entitled to receive $35.00 per share, net to the holder in cash and without interest. Until surrendered in accordance with such instructions, each certificate representing a share of Litton preferred stock will represent for all purposes only the right to receive $35.00 per share, net to the holder in cash and without interest. Stock certificates for Litton preferred stock should be sent only with the completed letter of transmittal at the times specified in, and pursuant to, the instructions which will be mailed by the paying agent as soon as practicable after the effective time of the Short-Form Merger. Organization of this Statement Please note that many of the items in this Statement incorporate by reference other documents that contain more detailed information than is provided in this Statement. These documents include the Offer to Purchase, which is attached to this Statement as Annex A, and Amendment No. 3 of Litton's Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission (referred to as the "SEC") on December 22, 2000, as amended by Amendment No. 4 thereto filed with the SEC on March 2, 2001 (referred to collectively as the "Litton Schedule 14D-9"), both of which are attached to this Statement as Annex B. The Offer to Purchase and the Litton Schedule 14D-9 contain important additional information about the parties to the Short-Form Merger, including financial information about those parties, the background of the transactions preceding the Short-Form Merger and the effect of those transactions on the parties, including the pro forma effect of those transactions on the parties' financial information. This Statement is intended to be read along with the attached annexes and the documents incorporated into this Statement by this reference, and it is not intended to replace the important information included in such annexes and documents. 3 You may read and copy any of the documents incorporated by reference at the public reference room of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, or at the SEC's public reference rooms in New York, New York or Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. These SEC filings are also available to the public from commercial document retrieval services and at the SEC's Internet web site at www.sec.gov. Documents filed by Northrop Grumman and incorporated by reference are available without charge upon request to: Investor Relations, Northrop Grumman Corporation, 1840 Century Park East, Los Angeles, California 90067. Documents filed by Litton and incorporated by reference are available without charge upon request to: Investor Relations, Litton Industries, Inc., 21240 Burbank Boulevard, Woodland Hills, California 91367-6675. All documents filed by Northrop Grumman or Litton pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934 from the date of this Statement to the effective time of the Short-Form Merger shall also be deemed to be incorporated into this Statement by this reference. Forward-Looking Statements Certain of the information included in this Statement (including, without limitation, the information presented in the Offer to Purchase, in the Litton Schedule 14D-9 and in the annexes thereto) and in the documents incorporated into this Statement by reference are forward-looking statements within the meaning of the securities laws. These include statements and assumptions with respect to expected future revenues, margins, program performance, earnings and cash flows, acquisitions of new contracts, the outcome of competitions for new programs, the outcome of contingencies including litigation and environmental remediation, the effect of completed and planned acquisitions and divestitures of businesses or business assets, the anticipated costs of capital investments, and anticipated industry trends. Actual results and trends may differ materially from the information, statements and assumptions as described, and actual results could be materially less than planned. Please read the important factors that could cause actual results to differ materially from those suggested by the forward-looking statements set forth on page A-90 of the Offer to Purchase in the section entitled "Forward-Looking Statements," which is incorporated into this Statement by this reference. Item 2. Subject Company Information. Litton is the subject company of this Statement and is a Delaware corporation. Its principal executive office is located at 21240 Burbank Boulevard, Woodland Hills, California 91367-6675 and its telephone number at that address is (818) 598-5000. According to Litton's Annual Report on Form 10- K for the fiscal year ended July 31, 2000, which is incorporated herein by this reference, Litton designs, builds and overhauls surface ships for government and commercial customers worldwide and is a provider of defense and commercial electronics technology, components and materials for customers worldwide. In addition, Litton is a prime contractor to the U.S. government for information technology and provides specialized information technology services to commercial customers in local and foreign jurisdictions. Description of Litton preferred stock Litton is authorized to issue 22,000,000 shares of preferred stock having a par value of $5.00 per share. The only shares of such preferred stock issued and outstanding as of April 20, 2001 are 410,643 shares of the Litton Series B Preferred Stock (referred to as the "Litton preferred stock"). Dividends on the Litton preferred stock, which are cumulative, are payable at the annual rate of $2.00 per share on the first day of each January, April, July and October. Shares of the Litton preferred stock are redeemable, in whole or in part, at the option of Litton at any time at $80.00 per share, plus accrued dividends. The amount payable on shares of Litton preferred stock, in the event of any liquidation, dissolution, or winding-up of the affairs of Litton, is $25.00 per share plus accrued and unpaid dividends. Holders of Litton preferred stock are entitled to receive that amount per share before any distribution may be made to holders of Litton common stock. 4 Each share of Litton preferred stock is entitled to one vote at every meeting of Litton stockholders. Without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Litton preferred stock, no class of stock ranking prior to the Litton preferred stock may be authorized, nor may the preferences or special rights of the Litton preferred stock be adversely changed, nor may less than all of the Litton preferred stock then outstanding be purchased or redeemed by Litton unless any dividends to which the holders of Litton preferred stock are entitled have been paid or declared and set apart. The Litton preferred stock is listed and principally traded on the New York Stock Exchange (referred to as the "NYSE") under the symbol "LITPRB". The closing sale price for the Litton preferred stock on May 9, 2001 was $34.50 and the daily average trading volume of shares of Litton preferred stock traded on the NYSE on May 9, 2001 was 0. The following table sets forth, for the calendar quarters ended on the dates indicated, the high and low sale price per share of the Litton preferred stock, as reported on the NYSE Composite Transaction Tape. The following table also sets forth the cash dividends declared per share of Litton preferred stock for the corresponding periods.
Litton Preferred Stock ---------------------- High Low Dividend ------ ------ -------- 1999 March 31, 1999.................................... $34.13 $29.88 $0.50 June 30, 1999..................................... $33.63 $28.63 $0.50 September 30, 1999................................ $31.63 $26.94 $0.50 December 31, 1999................................. $30.56 $24.94 $0.50 2000 March 31, 2000.................................... $28.00 $24.00 $0.50 June 30, 2000..................................... $27.75 $21.00 $0.50 September 30, 2000................................ $27.00 $22.50 $0.50 December 31, 2000................................. $35.00 $23.00 $0.50 2001 March 31, 2001.................................... $35.92 $33.50 $0.50 Second Quarter through May 9, 2001................ $36.42 $27.30 $ --
Please see Item 5 of this Statement for information regarding prior purchases of Litton preferred stock by the filing persons of this Statement. Item 3. Identity and Background of Filing Persons. Northrop Grumman, a Delaware corporation, L2 Acquisition and Litton are the persons filing this Statement (referred to as the "filing persons"). The principal executive offices of Northrop Grumman and L2 Acquisition are located at 1840 Century Park East, Los Angeles, California 90067 and their telephone number at that address is (310) 553-6262. Please see Item 2 of this Statement for the address and telephone number of the principal executive office and for a description of the principal business of Litton. Northrop Grumman is an advanced technology company operating in the Integrated Systems Sector, or "ISS", Electronic Systems and Sensor Sector, or "ES3", and Information Technology, or "Logicon", segments of the broadly defined aerospace and defense industry. The ISS segment includes the design, development and manufacture of aircraft and aircraft subassemblies. The ES3 segment includes the design, development, manufacturing and integration of electronic systems and components for military and commercial use. Logicon, Northrop Grumman's information technology segment, includes the design, development, operation and support of computer systems for scientific and management information. For more information regarding Northrop Grumman's principal business, please read the information set forth under the caption "Item 1. Business" in Northrop Grumman's Annual Report on Form 10-K for the year ended December 31, 2000, which is incorporated herein by this reference. L2 Acquisition was incorporated on May 10, 2001, has conducted no business to date, and will be merged out of existence in the Short-Form Merger. 5 The name, age, business address, present principal occupation or employment, five-year employment history and citizenship of each of the directors and executive officers of Northrop Grumman are set forth in (i) Annex A to the Definitive Schedule 14C Information Statement of Litton dated May 4, 2001 (referred to as the "Information Statement"), which is incorporated herein by this reference and (ii) Item 3 of this Statement. On May 10, 2001, the following individuals were elected directors of L2 Acquisition: . Albert F. Myers . W. Burks Terry . John H. Mullan On May 10, 2001, the following individuals were appointed executive officers of L2 Acquisition and hold the offices listed next to their individual names: . Albert F. Myers........... President . W. Burks Terry............ Chief Financial Officer, Vice President and General Counsel . John H. Mullan............ Secretary
The name, age, business address, present principal occupation or employment, five-year employment history and citizenship of each of these persons are set forth in (i) Annex A to the Information Statement, which is incorporated herein by this reference and (ii) Item 3 of this Statement. The current members of Litton's board of directors are Alton J. Brann, Joseph T. Casey and John M. Leonis (collectively referred to as the "Litton continuing directors") and J. Michael Hateley, John H. Mullan, Albert F. Myers, W. Burks Terry and Robert B. Spiker (collectively referred to as the "additional directors"). The additional directors were elected to Litton's board of directors on April 3, 2001. The name, age, business address, present principal occupation or employment, five-year employment history and citizenship of the Litton continuing directors are included in the section entitled "Board of Directors" starting on page B-35 of the Litton Schedule 14D- 9, which is incorporated herein by this reference. Information regarding the additional directors is included in (i) Annex A to the Information Statement, which is incorporated herein by this reference and (ii) Item 3 of this Statement. The current executive officers of Litton are as follows: . Dr. Ronald D. Sugar.... President and Chief Executive Officer . D. Michael Steuert..... Senior Vice President and Chief Financial Officer . W. Burks Terry......... Senior Vice President and General Counsel . Harry Halamandaris..... Senior Vice President, Chief Operating Officer, Advanced Electronic Systems . Gerald J. St. Pe....... Executive Vice President, Chief Operating Officer, Litton Ship Systems
On April 3, 2001, Litton's board of directors appointed Dr. Sugar Chief Executive Officer and Mr. Burks Senior Vice President and General Counsel. Additional information regarding the name, age, business address, present principal occupation or employment, five-year employment history and citizenship of Litton's executive officers are included in (i) the section entitled "Executive Officers" starting on page B-42 of the Litton Schedule 14D- 9, which is incorporated herein by this reference; (ii) Annex A to the Information Statement, which is incorporated herein by this reference and (iii) Item 3 of this Statement. None of Northrop Grumman, L2 Acquisition, Litton nor, to their respective knowledge, any of their respective directors or executive officers have been convicted in a criminal proceeding during the past five years and none of such persons has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining them from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. 6 Item 4. Terms of the Transaction. In the Short-Form Merger, L2 Acquisition will merge with and into Litton, with Litton surviving the Short-Form Merger as the direct, wholly-owned subsidiary of Northrop Grumman. At the effective time of the Short-Form Merger, each share of Litton preferred stock (other than shares held by dissenting stockholders or L2 Acquisition) will be converted into the right to receive $35.00, net to the holder in cash and without interest. It presently is expected that the Short-Form Merger will become effective on June 11, 2001, or as soon as practicable thereafter. The board of directors of L2 Acquisition will approve the Short-Form Merger by board resolution in accordance with Section 253 of the DGCL, and no other vote will be necessary to approve the Short-Form Merger. Holders of Litton preferred stock are not entitled or required to vote on the Short-Form Merger. As a result, neither Litton, L2 Acquisition nor Northrop Grumman is soliciting proxies or consents from holders of Litton preferred stock with respect to the Short-Form Merger. As discussed in Item 8 of this Statement, Northrop Grumman, L2 Acquisition and the five directors of Litton designated by Northrop Grumman and identified as "additional directors" in Item 3 (who constitute a majority of the board of directors of Litton) believe that the Short-Form Merger is fair to unaffiliated holders of the Litton preferred stock. The three directors of Litton identified as the "Litton continuing directors" in Item 3 abstained from the vote, and did not express a view, as to whether the terms of the Short-Form Merger are fair to unaffiliated holders of Litton preferred stock. The abstaining directors did not provide a reason for their abstention. The federal income tax consequences to a holder of Litton preferred stock receiving cash in the Short-Form Merger are the same as those to a holder of Litton preferred stock who received cash in the Offer, which are described in the Offer to Purchase in the sections entitled "Summary-Tax Consequences of the Receipt of Cash, NNG Common Stock and NNG Preferred Stock" and "Material Federal Income Tax Consequences." Holders of Litton preferred stock should read those sections in their entirety and consult their tax and other advisors as to the tax and other consequences resulting from the Short-Form Merger. None of the filing persons has made any provision to grant unaffiliated security holders access to the corporate files of any of the filing persons or to obtain counsel or appraisal services at the expense of the filing persons. Appraisal Rights Holders of Litton preferred stock who properly perfect their appraisal rights under Section 262 of the DGCL (referred to as "Section 262") will have the right to seek an appraisal and to be paid the "fair value" of their shares of Litton preferred stock at the effective time of the Short-Form Merger (exclusive of any element of value arising from the expectation or accomplishment of the Short-Form Merger). The following is a brief summary of the statutory procedures to be followed in order for a holder of Litton preferred stock to dissent from the Short-Form Merger and perfect appraisal rights under Delaware law. This summary is not intended to be complete and is qualified in its entirety by reference to Section 262, the complete text of which is set forth in Annex C to this Statement and is incorporated into this Statement by this reference. Any holder of Litton preferred stock considering demanding appraisal of their shares is advised to consult such stockholder's own independent legal counsel with respect to the availability and perfection of appraisal rights in the Short- Form Merger. Holders of record of Litton preferred stock who desire to exercise their appraisal rights must fully satisfy all of the following conditions. A written demand for appraisal of Litton preferred stock must be delivered to the Secretary of Litton within 20 days after the date that Litton, as the corporation surviving the Short-Form Merger, mails to the Litton preferred stockholders a notice (referred to as the "Notice of Merger") to the effect that the Short-Form Merger is effective and that appraisal rights are available (and includes in such notice a copy of Section 262 and any other information required by Section 262). 7 A demand for appraisal must be executed by or for the stockholder of record, fully and correctly, as such stockholder's name appears on the stock certificates. If shares of Litton preferred stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, the demand for appraisal must be executed by the fiduciary. If shares of Litton preferred stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, such demand must be executed by all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; provided, however, the agent must identify the record owner and expressly disclose the fact that, in exercising the demand, he or she is acting as an agent for the record owner. A record owner who holds Litton preferred stock as a nominee for others, such as a broker, may exercise appraisal rights with respect to the Litton preferred stock held for all or less than all of the beneficial owners of Litton preferred stock as to which the nominee holder is the record owner. In such case, the written demand for appraisal must set forth the number of shares of Litton preferred stock covered by such demand. Where the number of shares of Litton preferred stock is not expressly stated, the demand for appraisal will be presumed to cover all shares of Litton preferred stock outstanding in the name of such record owner. Beneficial owners who are not record owners and who intend to exercise appraisal rights should instruct the record owner to comply strictly with the statutory requirements with respect to the exercise of appraisal rights within 20 days following the mailing of the Notice of Merger. Stockholders who elect to exercise appraisal rights must mail or deliver their written demands to: Secretary, Litton Industries, Inc., 21240 Burbank Boulevard, Woodland Hills, California 91367-6675 or to such other address as is specified in the Notice of Merger. The written demand for appraisal should specify the stockholder's name and mailing address, the number of shares of Litton preferred stock covered by the demand and that the stockholder is demanding appraisal of such shares. Within 120 days after the effective time of the Short-Form Merger, either Litton or any former holder of Litton preferred stock who has complied with the required conditions of Section 262 and who is otherwise entitled to appraisal rights may file a petition in the Delaware Court of Chancery demanding a determination of the "fair value" of the shares of the dissenting former holder of Litton preferred stock. If a petition for an appraisal is timely filed, after a hearing on such petition, the Delaware Court of Chancery will determine which former holders are entitled to appraisal rights and thereafter will appraise the Litton preferred stock (exclusive of any element of value arising from the accomplishment or expectation of the Short-Form Merger), together with a fair rate of interest to be paid, if any, upon the amount determined to be the "fair value." In determining "fair value", the Delaware Court of Chancery is to take into account all relevant factors. In Weinberger v. UOP, Inc., et al., the Delaware Supreme Court discussed the factors that could be considered in determining "fair value" in an appraisal proceeding, stating that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered and that "[f]air price obviously requires consideration of all relevant factors involving the value of a company." The Delaware Supreme Court stated that in making this determination of fair value the court must consider "market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or which could be ascertained as of the date of merger which throw any light on future prospects of the merged corporation." The Delaware Supreme Court has construed Section 262 to mean that "elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered." However, the court noted that Section 262 provides that "fair value" is to be determined "exclusive of any element of value arising from the accomplishment or expectation of the merger." Holders of Litton preferred stock who seek appraisal of their Litton preferred stock should bear in mind that the "fair value" of their Litton preferred stock determined under Section 262 could be more than, the same as, or less than the cash consideration paid for such stock in the Short-Form Merger, and that opinions of investment banking firms as to fairness from a financial point of view are not necessarily opinions as to "fair value" within the meaning of Section 262. Moreover, Northrop Grumman intends to cause Litton, as the 8 corporation surviving the Short-Form Merger, to argue in any appraisal proceeding that, for purposes of the appraisal proceeding, the "fair value" of the Litton preferred stock, as the case may be, is less than that paid in the Short-Form Merger. The cost of the appraisal proceeding may be determined by the Delaware Court of Chancery and assessed upon the parties as the Delaware Court of Chancery deems equitable in the circumstances. Upon application of a dissenting stockholder, the Delaware Court of Chancery may order that all or a portion of the expenses incurred by any dissenting stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts, be charged pro rata against the value of all Litton preferred stock entitled to appraisal. In the absence of such a determination or assessment, each party bears its own expenses. Any holder of Litton preferred stock who has duly demanded appraisal in compliance with Section 262 will not be entitled to vote the shares of Litton preferred stock subject to such demand for any purpose or to receive payment of dividends or other distributions on such Litton preferred stock after the effective time of the Short-Form Merger, except for dividends or other distributions payable to stockholders of record at a date prior to the effective time of the Short-Form Merger. At any time within 60 days after the effective time of the Short-Form Merger, any former holder of Litton preferred stock will have the right to withdraw his or her demand for appraisal and to accept the merger consideration paid for shares of Litton preferred stock in the Short-Form Merger. After this 60-day period, the former holder may withdraw his or her demand for appraisal only with the consent of Litton, as the corporation surviving the Short-Form Merger. If no petition for appraisal is filed with the Delaware Court of Chancery within 120 days after the effective time of the Short-Form Merger, stockholders' rights to appraisal will cease and all stockholders will be entitled to receive the cash consideration paid for the Litton preferred stock. Inasmuch as Litton has no obligation to file a petition for appraisal, and Northrop Grumman has no present intention to cause or permit Litton to do so, any stockholder who desires a petition for appraisal to be filed is advised to file it on a timely basis. However, no petition timely filed in the Delaware Court of Chancery demanding appraisal will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon any terms as the Delaware Court of Chancery deems just. Failure to take any required step in connection with the exercise of appraisal rights may result in the termination or waiver of such rights. Item 5. Past Contacts, Transactions, Negotiations and Agreements. Certain Transactions The Short-Form Merger follows a series of transactions pursuant to which Northrop Grumman will have acquired all of the outstanding shares of Litton common stock and over 90% of the outstanding shares of Litton preferred stock. As the first step, Northrop Grumman conducted the Offer to Purchase. As a result of the Offer to Purchase, on April 3, 2001, Northrop Grumman acquired 44,660,440 shares of Litton common stock and 240,632 shares of Litton preferred stock, representing approximately 97.3% and 58.6% of the shares of the Litton common stock and Litton preferred stock outstanding as of April 20, 2001, respectively. On April 11, 2001, Northrop Grumman transferred all 240,632 shares of Litton preferred stock acquired pursuant to the Offer to Purchase to Northrop Grumman Systems Corporation, its wholly-owned subsidiary. In the second step, on May 30, 2001, LII Acquisition will merge with and into Litton, with Litton as the surviving corporation. As a result of the Litton Merger, Northrop Grumman will acquire all of the shares of Litton common stock not purchased for cash or exchanged for Northrop Grumman stock in the Offer to Purchase. Each then outstanding share of Litton preferred stock will remain outstanding without any change as a result of the Litton Merger. 9 Following the Litton Merger, on or around May 30, 2001, Northrop Grumman will transfer or cause the transfer of all of the outstanding shares of Litton common stock and 240,632 shares of Litton preferred stock to L2 Acquisition in preparation for the Short-Form Merger. In addition, following the Litton Merger, Litton will issue and sell 1,290,000 shares of Litton preferred stock to L2 Acquisition at a price of $35.00 per share, in cash, so that after the transfer of shares and the issuance of the additional shares of Litton preferred stock, L2 Acquisition will own all of the outstanding shares of Litton common stock and over 90% of the outstanding shares of Litton preferred stock. In the Short-Form Merger, all remaining outstanding shares of Litton preferred stock (other than shares held by dissenting stockholders or L2 Acquisition) will be canceled, extinguished and automatically converted into a right to receive $35.00 per share, net to the holder in cash and without interest. Except as set forth in the Offer to Purchase, the Information Statement, the Litton Schedule 14D-9 or elsewhere in this Statement, neither Northrop Grumman nor L2 Acquisition nor, to the best of their respective knowledge, any of Northrop Grumman's or L2 Acquisition's directors or executive officers has any contract, arrangement, understanding or relationship with any other person with respect to any securities of Litton, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, guarantees of profits, division of profits or loss or the giving or withholding of proxies, consents or authorizations. Except as set forth in the Offer to Purchase, the Information Statement, the Litton Schedule 14D-9 or elsewhere in this Statement, neither Northrop Grumman nor L2 Acquisition nor, to the best of their respective knowledge, any of Northrop Grumman's or L2 Acquisition's directors or executive officers, on the one hand, has had any business relationship or transaction with Litton or any of its directors, executive officers or affiliates, on the other hand, that is required to be reported under the rules and regulations of the Securities and Exchange Commission applicable to this Statement. Except as described in the Offer to Purchase, the Information Statement, the Litton Schedule 14D-9 or elsewhere in this Statement, there have been no contacts, negotiations or transactions between Northrop Grumman and L2 Acquisition or, to the best of their respective knowledge, any of Northrop Grumman's or L2 Acquisition's directors or executive officers, on the one hand, and Litton or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets. For more information about the past relationships between Northrop Grumman and L2 Acquisition, on the one hand, and Litton, on the other hand, please read the information set forth under the caption "The Offer-Relationships with Litton" and elsewhere in the Offer to Purchase, under the caption "Summary" and elsewhere in the Information Statement, and in the Litton Schedule 14D-9, all of which are incorporated into this Statement by this reference. Item 6. Purposes of the Transaction and Plans or Proposals. The shares of Litton preferred stock outstanding at the effective time of the Short-Form Merger (other than shares held by dissenting stockholders or L2 Acquisition) will be extinguished and canceled as of the effective time of the Short-Form Merger and thereafter will only entitle the holders thereof (other than dissenting stockholders and L2 Acquisition) to receive $35.00 per share, net to the holder in cash and without interest, for each share of Litton preferred stock. After the completion of the Short-Form Merger and the other transactions described in the section in the Information Statement entitled "Summary," which is incorporated herein by this reference, Litton will be a direct wholly-owned subsidiary of Northrop Grumman. 10 The purpose of the Short-Form Merger is for Northrop Grumman to acquire all outstanding shares of Litton preferred stock and thereby eliminate the cost of complying with the reporting requirements of the Securities Exchange Act of 1934, as amended, with respect to such shares and of providing information with respect to Litton, as a separate subsidiary of Northrop Grumman, to the holders of such shares. Northrop Grumman will operate Litton as a wholly-owned subsidiary and will take such steps as it deems appropriate, from time to time, to integrate the activities and operations of Litton with similar and complementary activities and operations of Northrop Grumman and its other subsidiaries. Such integration measures may involve transfers of assets, personnel and business activities among Litton, Northrop Grumman and Northrop Grumman's other subsidiaries, changes in the officers and directors of Litton, and changes in Litton's corporate structure, business, charter and bylaws. Item 7. Purposes, Alternatives, Reasons and Effects. Northrop Grumman considered alternative means of acquiring all of the outstanding shares of Litton preferred stock, including purchasing shares in open market transactions, amending the Litton certificate of incorporation, a dissolution transaction and redemption of the Litton preferred stock. The Short-Form Merger was selected as the means which could be accomplished most expeditiously at a price which would treat all holders of Litton preferred stock equally, whether such holders tendered their shares in the Offer to Purchase or continued to hold their shares after the expiration of the Offer to Purchase. The federal income tax consequences to a holder of Litton preferred stock receiving cash in the Short-Form Merger are the same as those to a holder of Litton preferred stock who received cash in the Offer, which are described in the Offer to Purchase in the sections entitled "Summary-Tax Consequences of the Receipt of Cash, NNG Common Stock and NNG Preferred Stock" and "Material Federal Income Tax Consequences," which are incorporated into this Statement by this reference. Holders of Litton preferred stock should read those sections in their entirety and consult their tax and other advisors as to the tax and other consequences resulting from the Short-Form Merger. Following the Short-Form Merger, Litton will be a direct, wholly-owned subsidiary of Northrop Grumman, and persons who were holders of Litton preferred stock immediately prior to the Short-Form Merger will no longer receive dividends on such shares and will no longer have an opportunity to continue their interests in Litton as an ongoing corporation. However, such preferred stockholders will receive cash which they will then have the opportunity to invest in other companies if they so choose. Trading in the shares of Litton preferred stock will cease immediately following the effective time of the Short-Form Merger. Registration of the Litton preferred stock under the Securities Exchange Act of 1934, as amended, also will be terminated, as will the ongoing disclosure and reporting requirements thereunder. Furthermore, Litton will no longer be subject to the short swing profit provisions of Section 16 of the Securities Exchange Act of 1934, as amended, the proxy rules under Regulation 14A or the going-private disclosure obligations of Rule 13e-3 thereunder. Item 8. Fairness of the Transaction. Northrop Grumman, L2 Acquisition and the five directors of Litton designated by Northrop Grumman (who constitute a majority of the board of directors of Litton) believe that the Short-Form Merger is fair to unaffiliated holders of the Litton preferred stock for the reasons set forth below. The three directors of Litton identified as the "Litton continuing directors" in Item 3 abstained from the vote, and did not express a view, as to whether the terms of the Short-Form Merger are fair to unaffiliated holders of Litton preferred stock. The abstaining directors did not provide a reason for their abstention. 11 In valuing the Litton preferred stock, the filing persons gave consideration to each of the economic rights of the Litton preferred stock, as follows: Dividend rights $2.00 per year per share Amount payable on liquidation, dissolution or winding up $25.00 per share Amount payable on redemption $80.00 per share Convertibility The Litton preferred stock is not convertible into or exchangeable or exercisable for Litton common stock or any other security
During the period commencing January 1, 1999 and ending December 21, 2000 (the last trading day prior to the announcement of Northrop Grumman's offer to purchase all shares of Litton common and preferred stock), the last reported sale prices for Litton preferred stock on the NYSE ranged from a high of $34.13 in early 1999 to a low of $21.00 per share in the second quarter of 2000. The $35.00 per share to be paid for the Litton preferred stock in the Short-Form Merger represents a premium of 46% to the $24.00 closing price of Litton preferred stock on the NYSE on December 21, 2000. The filing persons also compared the dividend and current yield on the Litton preferred stock to shares of non-convertible preferred stock issued by a number of other corporations.(/1/) The following chart shows, as of May 9, 2001, the high, mean, median and low yields (determined by dividing the dividend per share by the price per share) for these securities and an implied price per share at which the Litton preferred stock would trade if it were to provide the same yield to investors:
Implied Yield Price ----- ------- High......................................................... 9.27% $21.58 Mean......................................................... 7.98% $25.08 Median....................................................... 8.36% $23.91 Low.......................................................... 6.19% $32.32
-------- (1) Source: Bloomberg Data. The companies and the non-convertible preferred securities compared are as follows: Issuer Security ------ -------- Alcoa Inc. $3 3/4 Series Amerco 8.5% Series A Apache 5.68% Series B BF Goodrich Capital 8.3% 9/30/25 Series Cadbury Schweppes 8.625% Series A Du Pont $3.50 Series A Fannie Mae 6.45% Series C General Growth Properties 7.25% 7/15/08 Series Highwoods Properties 8% Series D Newmont Mining $3.25 Series Post Properties 7.625% Series Public Storage 8.625% Series I Rouse Co. $3 Series B Shurgard Storage 8.7% Series C TCI Communications 8.72% 1/31/45 Series Textron Capital 7.92% 3/31/45 Series USX Corp. 6.5% Series VIAD Corp $4.75 Series
12 Based on the $2.00 per share fixed dividend paid on the Litton preferred stock, if the Litton preferred stock were to trade at the $35.00 per share price to be paid for shares of Litton preferred stock in the Short-Form Merger, the current yield on the Litton preferred stock would be approximately 5.71%, which is less than the lowest yield of any of the other preferred stocks reviewed. The amount of $35.00 per share to be paid for the Litton preferred stock in the Short-Form Merger is $10.00 more per share than the amount which holders of the Litton preferred stock would otherwise be entitled to receive in the event of a liquidation, dissolution or winding up of Litton. The amount of $35.00 per share to be paid for the Litton preferred stock in the Short-Form Merger is $45.00 less per share than the amount which holders of the Litton preferred stock would be entitled to receive in the event of redemption. However, . holders of Litton preferred stock have no right to require a redemption of their shares; . it is not in the best interests of Northrop Grumman to cause a redemption of the Litton preferred stock; and . Northrop Grumman has stated that it has no intention of redeeming the Litton preferred stock. For these reasons, Northrop Grumman, L2 Acquisition and the five Northrop Grumman designees to Litton's board of directors believe that the redemption price of the Litton preferred stock is of relatively lesser importance in determining the value of such shares than the other factors mentioned herein. Because the Litton preferred stock is not convertible into or exchangeable or exercisable for Litton common stock or any other security and its economic rights as set forth above are fixed and unchangeable without an amendment to Litton's certificate of incorporation, Northrop Grumman, L2 Acquisition and the five Northrop Grumman designees to Litton's board of directors do not believe that certain factors that would bear on the valuation of Litton as a whole are material in determining the true value of the Litton preferred stock. Such factors include net book value and going concern value. Extensive information concerning the background of Northrop Grumman's acquisition of Litton and the fairness of the transaction to holders of Litton common stock are set forth in the Offer to Purchase the Information Statement and the Litton Schedule 14D-9, all of which are incorporated herein by this reference. Northrop Grumman, L2 Acquisition and the five Northrop Grumman designees to Litton's board believe that the Short-Form Merger is procedurally fair to the remaining holders of Litton preferred stock in that it provides a prompt and efficient means of paying those holders for their shares in a manner permissible under applicable law. The Short-Form Merger does not require the vote, consent or approval of holders of Litton preferred stock and has not been structured to require the approval of a majority of unaffiliated holders of such stock. No special committee of the Litton board of directors, consisting solely of directors unaffiliated with Northrop Grumman, has been constituted to act on behalf of unaffiliated holders of Litton preferred stock for purposes of negotiating the terms of the Short-Form Merger, and no person has been retained to negotiate the terms of the Short-Form Merger or to prepare a report, opinion or appraisal concerning the fairness of the consideration received by holders of the Litton preferred stock in the Short-Form Merger. Item 9. Reports, Opinions, Appraisals and Negotiations. None of Northrop Grumman, L2 Acquisition or Litton has received any report, opinion or appraisal from an outside party that is materially related to the Short-Form Merger. Please see Item 8 of this Statement. 13 Item 10. Source and Amount of Funds or Other Consideration. L2 Acquisition will pay an aggregate of approximately $5,950,385.00 in cash to acquire 170,011 shares of Litton preferred stock in the Short-Form Merger. The source of these funds will be Northrop Grumman's working capital. There are no alternative financing arrangements or conditions to financing with respect to the Short-Form Merger. The following table sets forth the costs and expenses in connection with the Short-Form Merger, all of which will be paid by Northrop Grumman: SEC filing fee............................................... $ 1,190.08 Printing..................................................... $ 16,000.00 Legal fees................................................... $100,000.00 Accounting fees and expenses................................. $ 0.00 Paying and information agent fees............................ $ 20,000.00 ----------- Total...................................................... $137,190.08 ===========
Item 11. Interest in Securities of the Subject Company. As of April 20, 2001, Northrop Grumman owned 44,660,440 shares of Litton common stock, constituting approximately 97.3% of the then outstanding shares of Litton common stock, all of which will be transferred to L2 Acquisition prior to the Short-Form Merger, and Northrop Grumman Systems Corporation, a wholly-owned subsidiary of Northrop Grumman, owned 240,632 shares of Litton preferred stock, constituting approximately 58.6% of the then outstanding shares of Litton preferred stock, all of which will be transferred to L2 Acquisition prior to the Short-Form Merger. Please see Item 5 of this Statement for a description of transactions in the Litton preferred stock during the past 60 days. Item 12. The Solicitation or Recommendation. To the best knowledge of Northrop Grumman, L2 Acquisition and Litton, no executive officer, director or affiliate of Litton currently owns any shares of Litton preferred stock and, therefore, none of such persons has a current intent to tender or sell Litton preferred stock. See Item 8 of this Statement for information regarding recommendations by directors of Litton. Item 13. Financial Statements. Litton's audited financial statements included in Litton's Annual Report on Form 10-K for the fiscal year ended July 31, 2000 are incorporated herein by this reference. In addition, Litton's unaudited balance sheets, comparative year-to-date income statements and related earnings per share data, statements of cash flows and comprehensive income included in Litton's Quarterly Report on Form 10-Q for the period ended January 31, 2001 are incorporated into this Statement by this reference. Item 14. Persons/Assets, Retained, Employed, Compensated or Used. Except as described in Item 8 of this Statement, the filing persons have not employed, retained or compensated anyone to make solicitations or recommendations in connection with the Short-Form Merger. As described in the Offer to Purchase and the Information Statement, which are incorporated herein by this reference, Northrop Grumman retained EquiServe Trust Company, Georgeson Shareholder Communications Inc. and Salomon Smith Barney in connection with the Offer and the Litton Merger. Item 15. Additional Information. None. 14 Item 16. Exhibits. (a)(1) Amendment No. 2 to Registration Statement on Form S-4 (Commission File No. 333-54800) of Northrop Grumman Corporation and LII Acquisition Corp. dated March 27, 2001, which includes the Offer to Purchase. The Offer to Purchase is attached to this Statement as Annex A. (a)(2) Amendment No. 3 to Litton's Solicitation/Recommendation Statement on Schedule 14D-9 dated February 1, 2001, as subsequently amended by Amendment No. 4 thereto dated March 2, 2001. Litton's Schedule 14D-9 is attached to this Statement as Annex B. (a)(3) Definitive Schedule 14C Information Statement of Litton Industries, Inc. dated May 4, 2001, incorporated by this reference. (g)(1) Annual Report on Form 10-K of Litton Industries, Inc. for the fiscal year ended July 31, 2000, incorporated by this reference. (g)(2) Quarterly Report on Form 10-Q of Litton Industries, Inc. for the period ended January 31, 2001, incorporated by this reference. (g)(3) Annual Report on Form 10-K of Northrop Grumman Corporation for the fiscal year ended December 31, 2000, incorporated by this reference. (g)(4) Quarterly Report on Form 10-Q of Northrop Grumman Corporation for the fiscal year ended March 31, 2001, incorporated by this reference.
15 SIGNATURES After due inquiry, and to the best of their respective knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 21, 2001 Northrop Grumman Corporation /s/ John H. Mullan By: _________________________________ Name: John H. Mullan Title: Corporate Vice President, Associate General Counsel, and Secretary L2 Acquisition Corp. /s/ John H. Mullan By: _________________________________ Name: John H. Mullan Title: Secretary Litton Industries, Inc. /s/ John H. Mullan By: _________________________________ Name: John H. Mullan Title: Vice President and Secretary 16 ANNEX A OFFER TO PURCHASE A-1 Offer to Purchase or Exchange Each Outstanding Share of Common Stock (together with associated rights) of LITTON INDUSTRIES, INC. for any of the following, at the election of tendering holders of common stock $80.00 net per share, in cash, not subject to proration or $80.25 in market value (determined as described below) of shares of NNG, Inc. Common Stock, subject to proration or 0.80 shares of NNG, Inc. Series B Preferred Stock, subject to proration and Each Outstanding Share of Series B $2 Cumulative Preferred Stock of LITTON INDUSTRIES, INC. for $35.00 net per share, in cash, not subject to proration by NNG, INC., a wholly-owned subsidiary of NORTHROP GRUMMAN CORPORATION NNG, Inc. (the initials stand for "New Northrop Grumman") is a newly- organized corporation which will become the parent holding company for Northrop Grumman Corporation immediately prior to the purchase of Litton shares in the offer. At such time, NNG, Inc. will change its name to "Northrop Grumman Corporation" and the present Northrop Grumman Corporation will change its name to "Northrop Grumman Systems Corporation." The offer and withdrawal rights will expire at 12:00 Midnight, New York City time, on Thursday, March 29, 2001 unless extended. Shares of Litton common stock and Litton preferred stock tendered pursuant to the offer may be withdrawn at any time prior to the expiration of the offer and, unless previously accepted for purchase or exchange pursuant to the offer, may also be withdrawn at any time after Tuesday, March 6, 2001. The offer is made pursuant to an Amended and Restated Agreement and Plan of Merger, dated as of January 23, 2001 (referred to as the "amended merger agreement"), among Northrop Grumman Corporation, Litton Industries, Inc., NNG, Inc. and LII Acquisition Corp. The board of directors of Litton has approved and deemed advisable the amended merger agreement, the offer and the merger of LII Acquisition with and into Litton (referred to as the "Litton merger"), determined that the offer is fair to, and in the best interests of, holders of Litton common stock and recommends that holders of Litton common stock accept the offer and tender their Litton common stock pursuant to the offer. The Litton board of directors makes no recommendation with respect to the tender of the Litton preferred stock. The number of shares of NNG common stock to be exchanged for each share of Litton common stock for which a tendering holder elects to receive NNG common stock will be determined by dividing $80.25 by the average of the closing prices of Northrop Grumman common stock on the New York Stock Exchange ("NYSE") for the five consecutive trading days ending prior to the open of the second full trading day before the expiration of the offer. There is no limit on the number of shares of Litton common stock or Litton preferred stock that may be exchanged for cash in the offer and consequently the cash consideration offered will not be subject to proration. Subject to NNG's option (described below) to substitute cash for shares of NNG common stock in certain circumstances, the maximum number of shares of NNG common stock that will be issued in the offer is 13,000,000 (referred to as the "maximum common stock consideration"), and the maximum number of shares of NNG preferred stock that will be issued in the offer is 3,500,000 (referred to as the "maximum preferred stock consideration"). Therefore, elections to receive NNG common stock and NNG preferred stock will be subject to proration if holders of Litton common stock request in the aggregate more than the maximum amount of such consideration available. Holders of Litton preferred stock may exchange their Litton preferred stock only for cash. The offer is subject to the conditions listed under "The Offer--Conditions of the Offer," including, that there be validly tendered and not withdrawn prior to the expiration of the offer a total of at least 25,646,399 shares of Litton common stock and Litton preferred stock (referred to as the "minimum tender condition"). After the consummation of the offer, NNG common stock will trade on the NYSE under the symbol "NOC." NNG will seek to list the NNG preferred stock on the NYSE if there are enough holders to satisfy NYSE listing requirements. The Litton common stock and the Litton preferred stock currently trade on the NYSE and the Pacific Exchange under the symbols "LIT" and "LIT.B," respectively. See "Important Considerations Concerning Elections to Receive NNG Stock" beginning on page 11 for a discussion of certain factors that holders of Litton common stock should consider in connection with the offer. --------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this offer to purchase or exchange. Any representation to the contrary is a criminal offense. The date of this offer to purchase or exchange is March 27, 2001 A-2 TABLE OF CONTENTS
Page ---- SUMMARY.................................................................. 1 The Amended Merger Agreement............................................. 1 The Companies............................................................ 1 The Northrop Reorganization.............................................. 2 The Litton Merger........................................................ 3 Choices Available to Litton Stockholders................................. 3 Elections and Proration.................................................. 4 NNG Option to Reduce the Maximum Common Stock Consideration.............. 5 The NNG Preferred Stock.................................................. 5 Conditions to the Offer.................................................. 7 Litton's Support of the Offer and the Litton Merger...................... 7 Fairness Opinion......................................................... 8 Agreement With Litton's Largest Stockholder.............................. 8 Litton Stockholder Approval of the Litton Merger......................... 8 Appraisal Rights......................................................... 8 Tendering Litton Shares.................................................. 8 Tax Consequences of the Receipt of Cash, NNG Common Stock and NNG Preferred Stock......................................................... 9 Extension of the Offer Period............................................ 9 Delay; Termination; Waiver; Amendment.................................... 10 Withdrawal Rights........................................................ 10 Reasons for the Proposed Transactions.................................... 10 Accounting Treatment..................................................... 10 Material Differences in Rights of Stockholders........................... 10 Questions About the Offer and the Litton Merger.......................... 10 IMPORTANT CONSIDERATIONS CONCERNING ELECTIONS TO RECEIVE NNG STOCK....... 11 SELECTED CONSOLIDATED FINANCIAL DATA..................................... 13 SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF LITTON................ 15 COMPARATIVE PER SHARE INFORMATION........................................ 16 MARKET PRICES AND DIVIDENDS.............................................. 18 THE OFFER................................................................ 20 Exchange of Litton Shares; Exchange Ratio................................ 20 Elections by Tendering Stockholders...................................... 20 Pro Rata Reduction of Elections for NNG Stock............................ 21 Reduction in Number of Shares of NNG Common Stock........................ 21 Illustrative Table of NNG Common Stock Exchange Ratios at Specified Average Closing Prices.................................................. 22 More Information About NNG Common Stock Exchange Ratio................... 22 Stockholder Rights Plans................................................. 22 Stockholders List........................................................ 23 Extension; Termination; Amendment........................................ 23 Purchase and Exchange of Litton Stock; Delivery of NNG Stock............. 23 Cash Instead of Fractional Shares of NNG Stock........................... 24 Transfer Charges......................................................... 24 Interest................................................................. 25 Withdrawal Rights........................................................ 25 Procedures for Tendering................................................. 25 Purpose of the Offer; The Litton Merger.................................. 28 Conditions of the Offer.................................................. 29
A-3 TABLE OF CONTENTS--(Continued)
Page ---- Regulatory Approvals..................................................... 30 Reduced Liquidity; Possible Delisting.................................... 31 Status as "Margin Securities"............................................ 32 Registration Under The Exchange Act...................................... 32 Source and Amount of Funds............................................... 32 Relationships with Litton................................................ 33 Fees and Expenses........................................................ 33 BACKGROUND OF THE AMENDED MERGER AGREEMENT............................... 35 Certain Pojections....................................................... 36 Reasons for the Offer and the Litton Merger.............................. 37 MATERIAL FEDERAL INCOME TAX CONSEQUENCES................................. 39 Treatment of Holders of Litton Common Stock Who Tender Their Stock in the Offer................................................................... 40 Treatment of Holders of Litton Preferred Stock Who Tender Their Litton Preferred Stock in the Offer............................................ 41 Reporting Requirements................................................... 42 THE AMENDED MERGER AGREEMENT............................................. 43 The Northrop Reorganization.............................................. 43 The Litton Merger........................................................ 44 Conditions to the Completion of the Litton Merger........................ 44 Effective Time of the Litton Merger...................................... 44 Additional Effects of the Litton Merger and the Northrop Reorganization.. 44 The Litton Board......................................................... 45 Litton Stock Options..................................................... 46 Representations and Warranties........................................... 46 Conduct of Business of Litton Prior to the Litton Merger................. 49 Conduct of Business of Northrop Grumman and NNG Prior to the Litton Merger.................................................................. 50 Other Potential Acquirers................................................ 50 Litton Stockholders Meeting.............................................. 52 Access to Information and Confidentiality................................ 52 Confidentiality.......................................................... 53 Additional Agreements.................................................... 53 Antitrust Approvals...................................................... 53 Directors' and Officers' Liability Insurance and Indemnification......... 55 Employee Matters......................................................... 55 Additional Covenants..................................................... 56 Termination Events....................................................... 56 Termination Fee; Expenses................................................ 57 OTHER AGREEMENTS......................................................... 59 The Stockholder's Agreement.............................................. 59 The Registration Rights Agreement........................................ 61 Change of Control Severance Agreements................................... 62 Confidentiality Agreement................................................ 63 RATIO OF COMBINED EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS...... 64 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION............. 65 DESCRIPTION OF NNG CAPITAL STOCK......................................... 70 Authorized Capital Stock................................................. 70 Common Stock............................................................. 70
A-4 TABLE OF CONTENTS--(Continued)
Page ---- Series B Preferred Stock................................................... 71 Transfer and Dividend Paying Agent and Registrar........................... 74 COMPARISON OF STOCKHOLDERS' RIGHTS......................................... 74 SUMMARY OF CERTAIN STATUTORY PROVISIONS.................................... 79 Appraisal Rights........................................................... 79 Certain Business Combinations.............................................. 82 ADDITIONAL INFORMATION..................................................... 83 FORWARD-LOOKING STATEMENTS................................................. 85 LEGAL MATTERS.............................................................. 86 EXPERTS.................................................................... 86 ANNEX A DIRECTORS AND EXECUTIVE OFFICERS................................... A-1 ANNEX B SECTION 262. APPRAISAL RIGHTS...................................... B-1
A-5 This offer to purchase or exchange incorporates by reference important business and financial information about Northrop Grumman and Litton. That information is available without charge to Litton stockholders upon request. For information regarding Northrop Grumman, Litton stockholders must address their requests to: Investor Relations, Northrop Grumman Corporation, 1840 Century Park East, Los Angeles, California 90067 (310) 201-3423. For information regarding Litton, Litton stockholders must address their request to: Investor Relations, Litton Industries, Inc., 21240 Burbank Boulevard, Woodland Hills, California 91367 (818) 598-2026. SUMMARY The following summary highlights selected information from this offer to purchase or exchange. This summary may not contain all of the information that is important to Litton stockholders. To better understand the offer and the other proposed transactions, Litton stockholders should read this entire document carefully, as well as the additional documents to which this offer to purchase or exchange refers. See "Additional Information" on page 83. The Amended Merger Agreement Northrop Grumman and Litton entered into an Agreement and Plan of Merger on December 21, 2000 which provided for the original offer to purchase all of the outstanding Litton common stock for $80.00 in cash per share and all of the outstanding Litton preferred stock for $35.00 in cash per share by a subsidiary of Northrop Grumman. The original offer commenced on January 5, 2001. On January 23, 2001, the original Agreement and Plan of Merger was amended and restated to provide that the original offer be amended to become an offer by NNG to exchange NNG common stock and NNG preferred stock for a portion of the Litton common stock on a tax-free basis, in addition to the cash consideration in the original offer. NNG is making the offer pursuant to the amended merger agreement. The Companies Northrop Grumman Corporation. Northrop Grumman is a Delaware corporation with its principal executive offices located at 1840 Century Park East, Los Angeles, California 90067. Its telephone number is (310) 553-6262. Northrop Grumman is an advanced technology company operating in the Integrated Systems Sector, or "ISS", Electronic Systems and Sensor Sector, or "ES3" and Information Technology, or "Logicon" segments of the broadly defined aerospace and defense industry. The ISS segment includes the design, development and manufacture of aircraft and aircraft subassemblies. The ES3 segment includes the design, development, manufacturing and integration of electronic systems and components for military and commercial use. Logicon, Northrop Grumman's information technology segment, includes the design, development, operation and support of computer systems for scientific and management information. Litton Industries, Inc. Litton is a Delaware corporation with its principal executive offices located at 21240 Burbank Boulevard, Woodland Hills, California 91367. Its telephone number is (818) 598-5000. According to Litton's Annual Report on Form 10-K for the fiscal year ended July 31, 2000, Litton designs, builds and overhauls surface ships for government and commercial customers worldwide and is a provider of defense and commercial electronics technology, components and materials for customers worldwide. In addition, Litton is a prime contractor to the U.S. government for information technology and provides specialized information technology services to commercial customers in local and foreign jurisdictions. Litton's businesses are divided into four business segments: Advanced Electronics, Information Systems, Ship Systems, and Electronic Components and Materials. The Advanced Electronics group is a major supplier and integrator of electronic systems and related services to the U.S. and international military and commercial A-6 markets. The Information Systems group designs, develops, integrates and supports computer-based information systems and provides information technology and services primarily for government customers. The Ship Systems group builds non-nuclear ships for the U.S. Navy and designs, builds and overhauls surface ships for government and commercial customers worldwide. The Electronic Components and Materials group designs, manufactures and produces a broad range of high-tech materials and products integral to the telecommunications and computer markets including complex many-layered backplanes and assemblies, specialty brushless motors, slip rings, high density electronic and fiber optic connectors, cylindrical connectors, microelectronic attachment materials including solder spheres, precision wires and pastes, laser crystals, gallium arsenide substrates and microwave components for primarily commercial markets worldwide. NNG, Inc. NNG is a newly-formed Delaware corporation that is wholly-owned by Northrop Grumman. Its principal executive offices are located at 1840 Century Park East, Los Angeles, California 90067 and its telephone number is (310) 553- 6262. NNG was incorporated on January 16, 2001 in preparation for the offer and the Northrop reorganization described below and has not conducted any business activities to date. As a result of the Northrop reorganization and after the consummation of the offer, Northrop Grumman and Litton will become subsidiaries of NNG. Accordingly, the business of NNG will consist of the business currently conducted by Litton and Northrop Grumman. The Northrop Reorganization Immediately prior to NNG purchasing Litton common stock and Litton preferred stock in the offer, Northrop Grumman will be reorganized. Currently, NNG has two wholly-owned subsidiaries, NGC Acquisition Corp. and LII Acquisition Corp., as illustrated below: [GRAPHIC APPEARS HERE] NGC Acquisition Corp. and LII Acquisition Corp. are newly-formed corporations which were organized for the purpose of the transactions described herein. A-7 In the Northrop reorganization, immediately prior to the purchase of Litton common stock and Litton preferred stock in the offer, NGC Acquisition will merge with and into Northrop Grumman. As a result, Northrop Grumman will become a wholly-owned subsidiary of NNG. NNG will change its name to "Northrop Grumman Corporation," and Northrop Grumman will be renamed "Northrop Grumman Systems Corporation." All of Northrop Grumman's capital stock will be converted into capital stock of NNG. The outstanding shares of Northrop Grumman common stock will automatically be deemed to be outstanding shares of NNG common stock with no exchange of certificates and the NNG common stock will have the same rights, preferences and privileges as the Northrop Grumman common stock. The NNG common stock will be publicly traded and listed on the NYSE. The following chart illustrates the resulting corporate structure: [GRAPHIC APPEARS HERE] The Litton Merger Following NNG's purchase of Litton common stock and Litton preferred stock in the offer, LII Acquisition will merge with and into Litton. At the effective time of the Litton merger, each outstanding share of Litton common stock, except for shares held by dissenting Litton stockholders, NNG, Litton or their subsidiaries, will be converted into the right to receive $80.00 in cash, and each outstanding share of Litton preferred stock will remain outstanding without any change. Choices Available to Litton Stockholders Holders of Litton common stock who desire to tender their shares in the offer may select one of the following forms of payment for each of their shares of Litton common stock: . $80.00 cash; . $80.25 in market value (as described below) of NNG common stock, subject to proration; and . 0.80 of a share of NNG preferred stock, subject to proration. The number of shares of NNG common stock to be issued in exchange for each share of Litton common stock will be determined by dividing $80.25 by the average of the closing prices for Northrop Grumman common stock on the NYSE for the five consecutive trading days ending prior to the open of the second full trading day before expiration of the offer. The final exchange ratio will be set prior to 9:00 a.m. New York City time on the second full trading day before the expiration of the offer. For example, if the offer expired at Midnight, New York City time, on a Friday, the final exchange ratio would be set prior to 9:00 a.m. New York City time on the immediately preceding Thursday. No fractional shares of NNG common stock or NNG preferred stock will be issued. Cash will be delivered in lieu of fractional shares of NNG common stock or NNG preferred stock. Holders of Litton preferred stock who desire to tender their shares in the offer will receive $35.00 in cash for each share. A-8 The exchange ratios for the consideration to be offered in exchange for shares of Litton common stock and Litton preferred stock in the offer were determined through arm's-length negotiations between Litton and Northrop Grumman. Merrill Lynch & Co. acted as Litton's financial advisor and Salomon Smith Barney Inc. acted as Northrop Grumman's financial advisor in these negotiations. For more information on the NNG common stock exchange ratio, see "The Offer" beginning on page 20. Elections and Proration Elections by Tendering Stockholders There is no limit on the number of shares of Litton common stock or Litton preferred stock that may be exchanged for cash in the offer. There is a limit on the number of shares of NNG common stock and the number of shares of NNG preferred stock that may be issued in exchange for Litton common stock in the offer. The maximum number of shares of NNG common stock that will be issued in the offer is 13,000,000, and the maximum number of shares of NNG preferred stock that will be issued in the offer is 3,500,000. It is possible that the maximum common stock consideration could be reduced, as described under "Reduction in Number of Shares of NNG Common Stock" below. Elections for the NNG common stock and the NNG preferred stock will be subject to pro rata reduction if Litton stockholders request more than the maximum common stock consideration or the maximum preferred stock consideration, as the case may be. In addition to deciding whether to receive cash, NNG common stock or NNG preferred stock, or a combination of this consideration, tendering Litton common stockholders who elect to receive NNG common stock or NNG preferred stock must choose among the available alternatives described below for the treatment of any shares of Litton common stock not exchanged by reason of proration for the class of NNG stock they have elected to receive: Alternative A. A tendering Litton common stockholder may make an Alternative A election with respect to Litton common stock which is tendered for either NNG common stock or NNG preferred stock. If the total number of NNG common stock elections (including the deemed elections referred to in the next sentence) exceeds the NNG common stock available, the Alternative A elections will first be reduced, pro rata, to the extent necessary so that the total number of shares of NNG common stock required for common stock elections does not exceed the maximum common stock consideration. If the tendering stockholder elects to receive NNG preferred stock, any shares subject to the Alternative A election which are not exchanged for NNG preferred stock by reason of proration will be deemed subject to an Alternative A common stock election. The stockholder's agreement among Northrop Grumman, NNG and Unitrin provides, in substance, that Unitrin and certain of its subsidiaries will accept NNG common stock in exchange for all of their shares of Litton common stock which are not exchanged for NNG preferred stock in the offer. However, Unitrin and its subsidiaries agreed to accept NNG common stock only to the extent that other Litton stockholders do not elect to receive the available NNG common stock. Pursuant to the stockholder's agreement, Unitrin will specify Alternative A for all of the Litton common stock tendered by it. While Alternative A may be selected by any holder of Litton common stock, it is expected that Litton stockholders other than Unitrin will likely find it in their interests to select either: . Alternative B, if they wish to maximize the NNG common stock received in the offer; or . Alternative C, if they wish to receive only NNG preferred stock or cash. The stockholder's agreement is described below under "Other Agreements--The Stockholder's Agreement". Alternative B. A tendering Litton common stockholder may make an Alternative B election with respect to Litton common stock which is tendered for either NNG common stock or NNG preferred stock. In the event A-9 that proration of elections to receive of NNG common stock is still required after the elimination of shares in accordance with Alternative A elections, holders of shares of Litton common stock who elect Alternative B will have their elections to receive NNG common stock reduced pro rata based on the number of shares covered thereby. If the tendering Litton common stockholder elects to receive NNG preferred stock, any shares subject to the Alternative B election which are not exchanged for NNG preferred stock by reason of proration will be deemed subject to an Alternative B common stock election. Alternative C. An Alternative C election is only available for those Litton common stockholders who elect to receive NNG preferred stock in exchange for tendered Litton shares. Any such shares which are not exchanged for NNG preferred stock by reason of proration will be exchanged for $80.00 in cash per share. If no election among the three alternatives described above is made in connection with a tender of Litton common stock in exchange for NNG common stock or NNG preferred stock, the tendering stockholder will be deemed to have elected Alternative B. Pro Rata Reduction of Elections for NNG Stock If holders tendering Litton common stock elect to receive more than the maximum common stock consideration or the maximum preferred stock consideration, elections will be subject to pro rata reduction as described below. Elections to receive NNG preferred stock will be reduced, pro rata in accordance with the numbers of shares covered thereby, until all of the shares subject to the elections remaining can be exchanged for NNG preferred stock. Shares of Litton common stock which are not so exchanged by reason of proration will be exchanged for: . $80.00 per share in cash, if Alternative C is selected by the tendering stockholder; or . NNG common stock (subject to further proration, if required) in all other cases. Elections to receive NNG common stock will also be subject to pro rata reduction, in accordance with the numbers of shares covered thereby, until all the shares subject to the elections remaining can be exchanged for the maximum common stock consideration. As described above, shares subject to Alternative A elections will be reduced before any shares subject to Alternative B elections. Shares of Litton common stock which are not so exchanged for NNG common stock by reason of proration will be exchanged for $80.00 in cash per share. NNG Option to Reduce the Maximum Common Stock Consideration If the average of the closing prices for Northrop Grumman common stock on the NYSE for any five consecutive trading days ending not later than two full trading days before expiration of the offer is less than $75.00, NNG may irrevocably elect to substitute cash for all or a portion of the NNG common stock at the rate of $80.00 per share of Litton common stock. In such event, NNG promptly will publicly announce the amount of cash to be substituted for NNG common stock and the amount of the new maximum common stock consideration and the offer will be extended, if necessary, in accordance with the applicable rules of the SEC to allow Litton stockholders to consider the information. The NNG Preferred Stock The NNG preferred stock will have the following principal terms: . Conversion Right. Subject to approval by the stockholders (the "Stockholder Approval") of Northrop Grumman (if prior to the purchase of Litton shares in the offer) or by the stockholders of NNG (if thereafter) of the issuance of the shares of NNG common stock into which the NNG preferred stock is A-10 convertible, shares of NNG preferred stock will be convertible into shares of NNG common stock at a conversion price equal to 127% of the average of the closing prices for Northrop Grumman common stock on the NYSE for the five consecutive trading days ending prior to the open of the second full trading day before expiration of the offer (including the date the offer expires). The initial conversion price is subject to adjustment under certain circumstances, as described in "Description of NNG Capital Stock- Series B Preferred Stock." . Dividend Rate. Holders of shares of NNG preferred stock will be entitled to cumulative cash dividends, payable quarterly in April, July, October and January of each year. If the NNG preferred stock is issued prior to the 2001 annual meeting of stockholders of Northrop Grumman (currently scheduled for May 16, 2001), the initial dividend rate per share will be $7.00 per year. Commencing after the dividend payment date in October 2001, the dividend rate per share will be $7.00 per year if the Stockholder Approval has been obtained or $9.00 per year if it has not been obtained. If the NNG preferred stock is issued after the 2001 Northrop Grumman annual meeting, the initial dividend rate per share will be $7.00 per year if the Stockholder Approval has been obtained and $9.00 per year if it has not been obtained. If the dividend rate per share is set at $9.00 per year, it will be reduced from $9.00 to $7.00 per year after the Stockholder Approval is obtained. . Redemption. . Mandatory Redemption For Cash After Twenty Years. Each share of NNG preferred stock will be subject to mandatory redemption for cash, in an amount equal to the liquidation value of $100.00 per share of NNG preferred stock plus accrued but unpaid dividends, whether or not declared, to the mandatory redemption date. The mandatory redemption date will be 20 years and one day from the date of issuance. In the event that Stockholder Approval has not occurred by the mandatory redemption date, the amount payable for each share of NNG preferred stock will be the greater of (a) the liquidation value of $100.00 per share of NNG preferred stock plus accrued but unpaid dividends to the redemption date, whether or not declared, and (b) the current market price on the redemption date of the number of shares of NNG common stock which would be issued upon conversion of a share of NNG preferred stock into NNG common stock on the redemption date pursuant to the provision for conversion. . Optional Redemption For Common Stock After Seven Years. NNG has the option to redeem all but not less than all of the shares of NNG preferred stock at any time after seven years from the initial issuance date for a number of shares of NNG common stock equal to the liquidation value of $100.00 per share plus accrued but unpaid dividends, whether or not declared, to the redemption date, divided by the current market price of a share of NNG common stock on the redemption date. In the event that Stockholder Approval has not occurred by the redemption date, the number to be divided in the above calculation will be the greater of the amount described above and the current market price on the redemption date of the number of shares of NNG common stock which would be issued upon conversion of a share of NNG preferred stock into NNG common stock on the redemption date pursuant to the provision for conversion. . Liquidation. In any liquidation of NNG, each share of NNG preferred stock will be entitled to a liquidation preference of $100.00 plus accrued but unpaid dividends, whether or not declared, before any distribution may be made on the NNG common stock or any other class or series of NNG stock which is junior to the NNG preferred stock. In any liquidation of NNG, no distribution may be made on any NNG stock ranking on a parity with the NNG preferred stock, unless the holders of NNG preferred stock participate ratably in the distribution along with the holders of any NNG stock that ranks on a parity with the NNG preferred stock. In the event the Stockholder Approval has not occurred at the time of liquidation, the amount payable on liquidation will be the greater of the amount described above and the amount that would be distributed if such share of NNG preferred stock had been converted into NNG common stock pursuant to the provision for conversion. A-11 . Change of Control. For a period of not less than 20 business days following any merger, consolidation, sale of all or substantially all of NNG's assets, liquidation or recapitalization of the NNG common stock in which more than one-third of the previously outstanding NNG common stock is changed into or exchanged for cash, property or securities other than capital stock of NNG or another corporation, holders of shares of NNG preferred stock may exchange any and all such shares for shares of NNG common stock. Each share of NNG preferred stock so exchanged shall be exchanged for that number of shares of NNG common stock determined by dividing the liquidation value of $100.00 per share plus accrued and unpaid dividends as of the exchange date by the current market price of a share of NNG common stock. In the event the Stockholder Approval has not occurred by the exchange date, the number to be divided in the above calculation will be the greater of the amount described above and the current market price on the exchange date of the number of shares of NNG common stock which would be issued if such shares of NNG preferred stock were converted into NNG common stock on the exchange date pursuant to the provision for conversion. . Voting Rights. Holders of shares of NNG preferred stock generally will have no voting rights, except that approval of the holders of two-thirds of the NNG preferred stock will be required for certain actions that would adversely affect the rights of such holders. If NNG fails to pay or declare and set aside funds for six or more quarterly dividends (whether or not consecutive), the holders of shares of NNG preferred stock will have the right to elect two directors of NNG. See "Description of NNG Capital Stock--Series B Preferred Stock--Voting Rights" on page 72 for a more detailed description of the voting and other rights and preferences of the NNG preferred stock. Conditions to the Offer The offer is subject to conditions, including, but not limited to: . the satisfaction of the minimum tender condition; . the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (referred to in this offer to purchase or exchange as the "HSR Act") or under Council Regulation (EEC) No. 4064/89 of the Council of the European Union; . the Registration Statement on Form S-4 filed with the Securities and Exchange Commission to register the issuance of the NNG common stock and NNG preferred stock (of which this offer to purchase or exchange is a part) in the offer will have become effective and not be the subject of any stop order or proceeding seeking a stop order; and . the shares of NNG common stock to be issued in the offer will have been approved for listing on the NYSE. These conditions and the other conditions to the offer are discussed in greater detail in "The Offer--Conditions of the Offer" beginning on page 29. Litton's Support of the Offer and the Litton Merger Litton's board of directors has determined that the offer is fair to, and in the best interests of, holders of Litton common stock, and recommends that holders of Litton common stock accept the offer and tender their shares of Litton common stock in the offer. Litton's board of directors makes no recommendation regarding whether holders of Litton preferred stock should accept the offer and tender their shares of Litton preferred stock in the offer. Litton's board of directors has approved and declared advisable the amended merger agreement and the Litton merger. Information about the recommendation of Litton's board is more fully set forth in Litton's Amended Solicitation/Recommendation Statement on Schedule 14D-9, which is being mailed to Litton stockholders together with this offer to purchase or exchange. A-12 Fairness Opinion Litton has received an opinion from Merrill Lynch & Co., dated January 23, 2001, substantially to the effect that, as of January 23, 2001, the aggregate consideration to be received by holders of Litton common stock other than Northrop Grumman and its affiliates pursuant to the offer and the Litton merger is fair from a financial point of view to the holders of Litton common stock. The opinion is attached as an annex to Litton's Schedule 14D-9. Agreement With Litton's Largest Stockholder Unitrin and certain of its subsidiaries, who collectively owned approximately 27.8% of the outstanding shares of Litton common stock as of January 23, 2001, have agreed to tender all of their shares of Litton common stock in the offer and elect to receive no fewer than 3,000,000 shares of NNG preferred stock and, as to the remainder, NNG common stock pursuant to the stockholder's agreement described in greater detail in "Other Agreements--The Stockholder's Agreement" on page 59. Litton Stockholder Approval of the Litton Merger The Litton merger will require the affirmative vote of at least a majority of the shares of Litton common stock and Litton preferred stock outstanding on the record date for the meeting to approve the Litton merger, unless 90% or more of the outstanding shares of Litton common stock and 90% or more of the outstanding shares of Litton preferred stock are acquired in the offer, in which case the Litton merger can be accomplished without a meeting or vote of the Litton stockholders. If the minimum tender condition is satisfied and NNG purchases the tendered Litton common stock and Litton preferred stock, approval of the merger by Litton stockholders will be assured because NNG will own over 50% of the outstanding voting stock of Litton. Appraisal Rights There are no appraisal rights available in connection with the offer. After the offer and subject to Delaware state law, appraisal rights will be available to holders of Litton common stock, and may be available (depending on circumstances at the time) to holders of Litton preferred stock who do not vote in favor of the Litton merger. See "Summary of Certain Statutory Provisions-- Appraisal Rights" beginning on page 79. Tendering Litton Shares To tender Litton shares, Litton stockholders should do the following: . If the Litton shares are held in the stockholder's own name, the stockholder should complete and sign the enclosed letter of transmittal and return it with the Litton share certificates to EquiServe Trust Company, the depositary for the offer, at the applicable address on the back cover of this offer to purchase or exchange. . If the Litton shares are held in uncertificated form in the stockholder's name, the stockholder should complete and sign the enclosed letter of transmittal and return it to EquiServe Trust Company at the applicable address printed on the back cover of this offer to purchase or exchange. . If the Litton shares are held in "street name" through a broker, the stockholder will need to ask its broker to tender its Litton shares. For more information on the timing of the offer, extensions of the offer period and Litton stockholders' rights to withdraw previously tendered Litton shares from the offer, see "The Offer" beginning on page 20, or call the information agent, Georgeson Shareholder Communications Inc., toll-free at (800) 223-2064. A-13 Litton Stockholders Who Already Tendered Their Shares Litton stockholders who have already tendered shares of Litton common stock in the original offer need take no action if they still wish to receive $80.00 in cash per share. If any such holder wishes to elect to receive consideration other than cash, such holder must submit a new letter of transmittal (or agent's message, if applicable), properly completed to indicate such election, and clearly identifying the shares previously tendered. Litton stockholders who have already tendered shares of Litton preferred stock need take no action if they still wish to tender such shares for $35.00 in cash per share. Shares previously tendered will not be returned unless withdrawn as described herein or upon expiration of the offer if not accepted for payment or exchange. For information concerning the status of previously tendered Litton shares, please call the information agent, Georgeson Shareholder Communications, Inc., toll free at (800) 223-2064. Tax Consequences of the Receipt of Cash, NNG Common Stock and NNG Preferred Stock If the offer and the Litton merger are consummated as contemplated, for federal income tax purposes: . Litton stockholders who receive only cash for their Litton common stock or Litton preferred stock will recognize any gain or loss; . Litton stockholders who receive solely NNG common stock or NNG preferred stock for their Litton common stock will recognize neither gain nor loss; and . Litton stockholders who receive a combination of cash, NNG common stock and NNG preferred stock for their Litton common stock will not recognize any loss and will recognize any gain in an amount not to exceed the cash received. The federal income tax consequences of the offer and the Litton merger will also depend on each Litton stockholder's particular circumstances. For a more detailed discussion of the potential federal income tax consequences, see "Material Federal Income Tax Consequences" beginning on page 39. Litton stockholders also should consult their tax advisors and other financial advisors for a full understanding of these and other tax consequences. Extension of the Offer Period The offer is currently scheduled to expire at Midnight, New York City time, on Thursday, March 29, 2001. The amended merger agreement provides that NNG may, without Litton's consent: . from time to time extend the offer for successive periods of up to five business days until each of the conditions to the offer have been satisfied or waived; or . extend the offer for any period required by any rule, regulation, interpretation or position of the SEC. If the offer is extended for any reason, NNG will promptly publicly announce the extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. During any extension of the offer, all Litton common stock and Litton preferred stock previously tendered and not withdrawn will remain subject to the offer, subject to the holder's right to withdraw. See "The Offer--Withdrawal Rights" beginning on page 25 and "The Amended Merger Agreement" beginning on page 43 for more details. A-14 Delay; Termination; Waiver; Amendment Subject to the SEC's rules and regulations and the terms of the amended merger agreement, NNG also reserves the right, in its sole discretion, at any time or from time to time: . to delay acceptance for payment or exchange of any shares of Litton common stock or Litton preferred stock pursuant to the offer if any of the conditions of the offer have not been satisfied; and . to waive any condition (other than the minimum tender condition) by giving oral or written notice of the delay, termination or amendment to the depositary and by making a public announcement as promptly as practicable after the delay, termination or amendment. Subject to applicable law (including Rules 14d-4(d) and 14d-6(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which require that any material change in the information published, sent or given to stockholders in connection with the offer be promptly sent to stockholders in a manner reasonably designed to inform stockholders of such change) and without limiting the manner in which NNG may choose to make any public announcement, NNG assumes no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release to the Dow Jones News Service. Withdrawal Rights Tenders of shares of Litton common stock and Litton preferred stock in the offer may be withdrawn at any time prior to the expiration of the offer and at any time after Tuesday, March 6, 2001, unless NNG previously has accepted the shares for payment. Reasons for the Proposed Transactions NNG and Northrop Grumman are proposing the offer and the Litton merger because they believe that the offer and the Litton merger will significantly benefit Northrop Grumman's stockholders and customers. Northrop Grumman believes that the offer and the Litton merger will provide access to new product areas, increase diversification into new markets, increase market presence and opportunities and increase operating efficiencies. See "Background of the Amended Merger Agreement--Reasons for the Offer and the Litton Merger" beginning on page 37. Accounting Treatment NNG will account for the Litton merger as a "purchase" transaction for accounting and financial reporting purposes, in accordance with United States generally accepted accounting principles. Accordingly, NNG will make a determination of the fair value of Litton's assets and liabilities and allocate the purchase price on its books to the acquired assets. Material Differences in Rights of Stockholders The governing documents of NNG and Litton vary, and to that extent, holders of Litton common stock will have different rights as NNG stockholders. The differences are described in more detail under "Comparison of Stockholders' Rights" beginning on page 74. Questions About the Offer and the Litton Merger If you have any questions about the offer or the Litton merger, please call our information agent, Georgeson Shareholder Communications Inc., toll-free at (800) 223-2064. A-15 IMPORTANT CONSIDERATIONS CONCERNING ELECTIONS TO RECEIVE NNG STOCK In deciding whether to tender shares of Litton stock pursuant to the offer, Litton stockholders should read this offer to purchase or exchange and the accompanying Schedule 14D-9 of Litton carefully. Litton common stockholders also should carefully consider the following factors before electing to receive NNG stock in the offer. Elections to Receive NNG Stock are Subject to Pro Rata Reduction Because of the Limited Numbers of Shares Available Only 13,000,000 shares of NNG common stock and 3,500,000 shares of NNG preferred stock are available for exchange in the offer. The maximum common stock consideration could be reduced as described below under "--The Amount of NNG Common Stock Offered in Exchange for Litton Common Stock is Subject to Possible Reduction." If Litton common stockholders elect to receive more than the available number of shares of either class of NNG stock, their elections will be subject to pro rata reduction. Several alternative elections are available to Litton common stockholders for treatment of any shares of Litton common stock not exchanged by reason of proration for the class of NNG stock they have elected to receive. Litton common stockholders who are considering such elections should carefully consider the information provided herein under "The Offer--Possible Pro Rata Reductions of Elections for NNG Stock." The Trading Market for NNG Preferred Stock May Be Limited The total number of NNG preferred shares to be issued in the offer is limited to 3,500,000, with each share having a liquidation preference of $100.00. As the result, the total initial liquidation value of the issue will be no more than $350,000,000, and the liquidity of those shares may be limited. Of course, the actual market value of the NNG preferred stock may be more or less than $100.00 per share depending on circumstances over time. Resales of NNG Common Stock Following the Offer May Adversely Affect the Market Value of Such Shares The issuance of 13,000,000 new shares of NNG common stock in the offer could lead to a significant redistribution of the new shares following their initial issuance. Resales of a large number of the new NNG shares could adversely affect the market price for NNG common stock. The Exchange Ratio for NNG Common Stock in the Offer, and the Conversion Price for the NNG Preferred Stock, Will Not be Known Until Two Full Trading Days Prior to Expiration of the Offer The exact number of NNG common shares to be exchanged for each Litton common share will be determined by dividing $80.25 by the average of the closing prices for Northrop Grumman common stock on the NYSE for the five consecutive trading days ending prior to the open of the second full trading day before expiration of the offer (including the date the offer expires). Accordingly, Litton stockholders will not be able to know the NNG common stock exchange ratio until immediately prior to the open of the last two trading days during which the offer is open. Further, the exchange ratio which results may not reflect the actual market price for NNG common stock following completion of the offer. The conversion price for NNG preferred stock will be 127% of the average of the closing prices of the Northrop Grumman common stock used to set the NNG common stock exchange ratio. Accordingly, the conversion price for NNG preferred stock will also not be known until two full trading days prior to the expiration of the offer. The Amount of NNG Common Stock Offered in Exchange for Litton Common Stock is Subject to Possible Reduction If the average of the closing prices for Northrop Grumman common stock on the NYSE for any five consecutive trading days ending not later than two full trading days before expiration of the offer is less than A-16 $75.00, NNG will have the irrevocable option to reduce the number of shares of NNG common stock available for exchange in the offer and substitute cash at the rate of $80.00 per share of Litton common stock. If this should occur, a public announcement of the fact will be made and the offer will be extended, if necessary, in accordance with the applicable rules of the SEC to allow Litton stockholders to consider the information. Convertibility of the NNG Preferred Stock is Subject to a Vote of Northrop Grumman Stockholders Which Will Not Occur Until the 2001 Meeting of Northrop Grumman Stockholders The issuance of NNG common stock upon conversion of the NNG preferred stock is conditioned upon the approval of stockholders of Northrop Grumman (if such vote occurs prior to the issuance of shares in the offer) or NNG (if the vote occurs thereafter). The matter will be voted on at the 2001 annual meeting of stockholders, currently scheduled for May 16, 2001, which is expected to be after expiration of the offer. As the result, Litton stockholders who elect to receive NNG preferred stock must recognize that such shares may not be convertible into common stock. See "Description of NNG Capital Stock--Series B Preferred Stock." The Indebtedness of NNG Following the Offer Will be Much Higher Than the Existing Indebtedness of Northrop Grumman The indebtedness of Northrop Grumman as of December 31, 2000 was approximately $1.615 billion. NNG's pro forma indebtedness as of December 31, 2000 giving effect to the offer and the Litton merger and assuming the Minimum Equity Issuance (as described in "Selected Consolidated Financial Data" below), is approximately $5.961 billion. As a result of the increase in debt, demands on the cash resources of Northrop Grumman will increase after the Litton merger, which could have important effects on the investment in NNG's common stock and NNG's preferred stock. For example, the increased levels of indebtedness could: . reduce funds available for investment in research and development and capital expenditures; or . create competitive disadvantages compared to other companies with lower debt levels. Successful Integration of the Northrop Grumman and Litton Businesses is not Assured Integrating and coordinating the operations and personnel of Northrop Grumman and Litton will involve complex technological, operational and personnel-related challenges. This process will be time-consuming and expensive, and may disrupt the business of the companies. The integration of the companies may not result in the benefits expected by the companies. The difficulties, costs and delays that could be encountered may include: . unanticipated issues in integrating the information, communications and other systems; . negative impacts on employee morale and performance as a result of job changes and reassignments; . loss of customers; . unanticipated incompatibility of systems, procedures and operating methods; . inability to obtain necessary consents of third parties; . unanticipated costs in termination or relocation of facilities and operations, and . the effect of complying with any government imposed organizational conflict-of-interest rules. Risks Relating to the Businesses of Northrop Grumman and Litton Results of operation of NNG will be subject to numerous risks affecting the businesses of Northrop Grumman and Litton, many of which are beyond the companies' control. Many of these risks are identified under "Forward-Looking Statements" on page 85. A-17 SELECTED CONSOLIDATED FINANCIAL DATA The following is a summary of selected historical consolidated financial data of Northrop Grumman for each of the years in the five-year period ended December 31, 2000 and selected unaudited pro forma combined financial data of Northrop Grumman and Litton for the year ended December 31, 2000. Litton stockholders should read this summary together with the financial statements referred to below and incorporated by reference and their accompanying notes and in conjunction with management's discussion and analysis of operations and financial conditions of Northrop Grumman and Litton contained in such reports. The historical consolidated financial data of Northrop Grumman for each of the years in the three year period ended December 31, 2000 are derived from the audited financial statements of Northrop Grumman contained in its Annual Report on Form 10-K as filed on March 1, 2001 and subsequently amended on March 2, 2001, and March 8, 2001. The historical consolidated financial data for the fiscal year ended December 31, 1997 are derived from the audited financial statements contained in its Current Report on Form 8-K as filed on August 8, 2000, which is incorporated by reference in this offer to purchase or exchange. The historical consolidated financial data for the fiscal year ended December 31, 1996 are derived from the audited financial statements of Northrop Grumman. The selected unaudited pro forma combined financial data of Northrop Grumman and Litton were derived from Northrop Grumman's audited consolidated financial statements for the year ended December 31, 2000, and Litton's audited consolidated financial statements for the fiscal year ended July 31, 2000. In addition, the unaudited financial statements of Litton contained in Litton's Quarterly Reports on Form 10-Q for the periods ended January 31, 2001 and 2000 have been used to bring the financial reporting periods of Litton to within 31 days of those of Northrop Grumman. The selected unaudited pro forma combined financial data give effect to the offer and the Litton merger as if they had occurred on the dates referenced under "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 65. The selected unaudited pro forma combined financial data do not include the realization of any cost savings from operating efficiencies, synergies or other restructurings resulting from the offer and the Litton merger. Two pro forma transaction scenarios are presented: Minimum Equity Issuance and Maximum Equity Issuance. The Minimum Equity Issuance scenario is based upon the assumption that Unitrin tenders its shares of Litton common stock for NNG stock as described in "Other Agreements--The Stockholder's Agreement," beginning on page 59 and all other stockholders tender their shares for cash. The Maximum Equity Issuance scenario is based upon the assumption that the maximum number of shares of NNG common stock (i.e. 13,000,000) and maximum number of shares of NNG preferred stock (i.e. 3,500,000) are issued, with the remainder of the consideration in the offer paid in cash. The selected unaudited pro forma combined financial data do not purport to represent what NNG's results of operations or financial position actually would have been if the transactions referred to therein had been consummated on the date or for the periods indicated or what such results will be for any future date or any future period. Litton stockholders should read this summary together with "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 65 and the accompanying notes. A-18 NORTHROP GRUMMAN CORPORATION SELECTED HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL DATA (In millions, except per share data)
Pro Forma ------------------ Minimum Maximum Equity Equity Issuance Issuance Historical Data -------- -------- ---------------------------------------- Year ended December 31, Year ended December 31, ------------------ ---------------------------------------- 2000 2000 2000 1999 1998 1997 1996 -------- -------- ------- ------ ------ ------ ------- Operating data: Net sales............. $13,244 $13,244 $ 7,618 $7,616 $7,367 $7,798 $ 7,667 Operating margin...... 1,482 1,482 1,098 954 752 741 752 Interest expense (net)................ (474) (438) (146) (206) (221) (240) (261) Income from continuing operations before accounting changes... 653 676 625 474 193 318 330 Diluted earnings per share from continuing operations before accounting change.... $ 7.83 $ 7.59 $ 8.82 $ 6.80 $ 2.78 $ 4.67 $ 5.18 Balance sheet data: Total assets.......... $16,811 $16,812 $ 9,622 $9,285 $9,536 $9,667 $ 9,645 Net working capital... 435 435 (162) 329 666 221 106 Total debt............ 5,969 5,491 1,615 2,225 2,831 2,791 3,378 Shareholders' equity.. 4,634 5,063 3,919 3,257 2,850 2,623 2,282 Other data: Net cash from operations........... N/A N/A $ 1,010 $1,207 $ 244 $ 730 $ 743 Funded order backlog.. N/A N/A 10,106 8,499 8,415 9,700 10,451 Depreciation and amortization......... 648 648 381 352 360 381 342 Earnings before interest, taxes, depreciation and amortization (EBITDA)(a).......... 2,169 2,169 1,502 1,305 890 1,133 1,081
-------- (a) EBITDA was calculated by adding back net interest expense and depreciation and amortization expense to income from continuing operations before taxes and accounting change. Since all companies do not calculate EBITDA or similarly titled financial measures in the same manner, disclosures by other companies may not be comparable with EBITDA as defined herein. EBITDA is a financial measure used by analysts to value companies. Therefore, Northrop Grumman's management believes that the presentation of EBITDA provides relevant information to investors. EBITDA should not be construed as an alternative to operating income or cash flows from operating activities as determined in accordance with United States generally accepted accounting principles ("GAAP") or as a measure of liquidity. Amounts reflected as EBITDA are not necessarily available for discretionary use as a result of restrictions imposed by applicable law upon the payment of dividends or distributions, among other things. A-19 SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF LITTON The following is a summary of selected consolidated financial data of Litton for each of the fiscal years in the five-year period ended July 31, 2000 and the six-month periods ended January 31, 2001 and January 31, 2000. The operating results for the six months ended January 31, 2001 are not necessarily indicative of results for the full fiscal year ending July 31, 2001. This information is derived from the audited consolidated financial statements of Litton contained in its Annual Report on Form 10-K for the fiscal year ended July 31, 2000 and from the unaudited consolidated financial statements of Litton contained in its Quarterly Report on Form 10-Q for the period ended January 31, 2001, which are incorporated by reference in this offer to purchase or exchange, and is qualified in its entirety by such documents. See "Additional Information" on page 83. You should read this summary together with the financial statements to which we refer and their accompanying notes and in conjunction with management's discussion and analysis of operations and financial conditions of Litton contained in such reports. LITTON INDUSTRIES, INC. AND SUBSIDIARIES SELECTED CONSOLIDATED FINANCIAL INFORMATION (In millions, except per share data)
6 Months Ended January 31, Year Ended July 31, ----------------- ---------------------------------- 2001 2000 2000 1999 1998 1997 1996 -------- -------- ------ ------ ------ ------ ------ Operating data: Sales and service revenues.............. $ 2,758 $ 2,720 $5,588 $4,828 $4,400 $4,176 $3,612 Total segment operating profit................ 245 238 562 339 410 370 320 Income before accounting change .... 95 90 221 121 181 162 151 Diluted earnings per share before accounting change..... $ 2.03 $ 1.93 $ 4.80 $ 2.58 $ 3.82 $ 3.40 $ 3.15 Balance sheet data: Total assets........... $ 4,908 $ 4,967 $4,836 $4,260 $4,114 $3,545 $3,454 Net working capital.... 597 321 500 295 164 163 107 Total debt............. 1,477 1,690 1,399 1,033 1,046 680 787 Total stockholders' investment............ 1,611 1,385 1,496 1,300 1,187 1,039 917 Other data: Net cash from operations............ $ 20 $ (16) $ 250 $ 244 $ 228 $ 223 $ 70 Depreciation and amortization.......... 92 96 190 161 148 138 114 Earnings before interest, taxes, depreciation and amortization (EBITDA)(a)........... 304 302 683 441 502 452 381
-------- (a) EBITDA was calculated by adding back net interest expense and depreciation and amortization expense to income before taxes and accounting change. Since all companies do not calculate EBITDA or similarly titled financial measures in the same manner, disclosure by other companies may not be comparable with EBITDA as defined herein. EBITDA is a financial measure used by analysts to value companies. Therefore, Northrop Grumman's management believes that the presentation of EBITDA provides relevant information to investors. EBITDA should not be construed as an alternative to operating income or cash flows from operating activities as determined in accordance with GAAP or as a measure of liquidity. Amounts reflected as EBITDA are not necessarily available for discretionary use as a result of restrictions imposed by applicable law upon the payment of dividends or distributions, among other things. A-20 COMPARATIVE PER SHARE INFORMATION The following table summarizes unaudited per share information for Northrop Grumman and Litton on a historical, pro forma combined and equivalent pro forma combined basis. The following information should be read in conjunction with the audited consolidated financial statements of Northrop Grumman and Litton, the unaudited interim consolidated financial statements of Northrop Grumman and Litton, and the unaudited pro forma condensed combined financial information included elsewhere or incorporated by reference in this offer to purchase or exchange. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the offer, the Litton merger and the Northrop reorganization had been consummated as of the beginning of the respective periods presented, nor is it necessarily indicative of the future operating results or financial position of the combined companies. The historical book value per share is computed by dividing total stockholders' equity by the number of common shares outstanding at the end of the period. The pro forma per share earnings from continuing operations is computed by dividing the pro forma income from continuing operations by the pro forma weighted average number of shares outstanding. The pro forma combined book value per share is computed by dividing total pro forma stockholders' equity by the pro forma number of common shares outstanding at the end of the period. Litton's equivalent pro forma combined per share amounts are calculated by multiplying Northrop Grumman's pro forma combined per share amounts by 0.9121, the percentage of a share of NNG common stock that would be exchanged for each share of Litton common stock in the offer, based upon the average of the closing prices for Northrop Grumman common stock on the NYSE for the five consecutive trading days ending on March 21, 2001 ($87.986).
Year ended December 31, 2000 ------------ NORTHROP GRUMMAN Historical per common share data: Basic earnings per share......................................... $ 8.86 Diluted earnings per share....................................... 8.82 Book value per common share...................................... 55.29 Dividends declared--Common....................................... 1.60 Dividends declared--Preferred.................................... -- Pro Forma combined per common share data: Minimum Equity Issued Basic earnings per share......................................... $ 7.95 Diluted earnings per share....................................... 7.83 Book value per common share...................................... 57.95 Dividends declared--Common 1.60(a) Dividends declared--Preferred.................................... 9.00 Maximum Equity Issued Basic earnings per share......................................... $ 7.71 Diluted earnings per share....................................... 7.59 Book value per common share...................................... 59.68 Dividends declared--Common....................................... 1.60(a) Dividends declared--Preferred.................................... 9.00
A-21
Year ended December 31, 2000 ------------ LITTON Historical per common share data: Basic earnings per share......................................... $ 4.95 Diluted earnings per share....................................... 4.90 Book value per common share...................................... 35.01 Dividends declared--Common....................................... -- Dividends declared--Preferred.................................... 2.00 Equivalent Pro Forma combined per common share data: Minimum Equity Issued Basic earnings per share......................................... $ 7.25 Diluted earnings per share....................................... 7.14 Book value per common share...................................... 52.85 Dividends declared--Common....................................... 1.46 Dividends declared--Preferred.................................... 8.21 Maximum Equity Issued Basic earnings per share......................................... $ 7.03 Diluted earnings per share....................................... 6.92 Book value per common share...................................... 54.43 Dividends declared--Common....................................... 1.09 Dividends declared--Preferred.................................... 8.21
-------- (a) Pro forma dividends declared per common share assumes consistent rate maintained for additional shares issued in the offer and actual shares. A-22 MARKET PRICES AND DIVIDENDS Northrop Grumman common shares currently are listed and principally traded on the NYSE and the Pacific Exchange under the symbol "NOC." After the consummation of the offer, the NNG common stock will trade on the NYSE under the symbol "NOC," and NNG will seek to list the NNG preferred stock on the NYSE if there are enough holders to satisfy the NYSE minimum listing requirements. The Litton common stock and the Litton preferred stock are listed and principally traded on the NYSE under the symbols, "LIT" and "LIT.B" respectively. The last reported sale price for Northrop Grumman common stock on March 26, 2001 was $86.50 and the last reported sale prices for Litton common stock and Litton preferred stock on March 26, 2001 were $79.85 and $34.89 respectively. The following table sets forth, for the calendar quarters ended on the dates indicated, the high and low last reported sale prices per share of Northrop Grumman common stock, Litton common stock and preferred stock, in each case as reported on the NYSE Composite Transaction Tape. The following tables also set forth the cash dividends declared per share of Northrop Grumman common stock, Litton common stock and preferred stock for the corresponding periods.
Northrop Grumman Common Stock Litton Common Stock ------------------------ ---------------------- High Low Dividend High Low Dividend ------- ------- -------- ------ ------ -------- 1998 March 31, 1998............... $139.00 $103.50 $0.40 $62.88 $55.88 -- June 30, 1998................ 109.69 99.00 0.40 63.44 56.06 -- September 30, 1998........... 108.00 59.63 0.40 61.81 47.56 -- December 31, 1998............ 83.19 69.50 0.40 67.19 56.44 -- 1999 March 31, 1999............... 73.25 57.00 0.40 64.50 51.63 -- June 30, 1999................ 73.31 57.75 0.40 73.88 54.94 -- September 30, 1999........... 75.69 59.94 0.40 72.44 54.75 -- December 31, 1999............ 62.31 49.00 0.40 55.50 42.50 -- 2000 March 31, 2000............... 55.19 43.56 0.40 50.81 27.94 -- June 30, 2000................ 80.25 52.44 0.40 45.69 38.81 -- September 30, 2000........... 91.81 65.63 0.40 58.47 41.00 -- December 31, 2000............ 92.50 74.13 0.40 79.88 44.00 -- 2001 Quarter through March 26, 2001........................ 97.54 79.81 0.40 79.85 78.69 --
A-23
Litton Preferred Stock ---------------------- High Low Dividend ------ ------ -------- 1998 March 31, 1998......................................... $35.50 $32.00 $0.50 June 30, 1998.......................................... 33.75 30.00 $0.50 September 30, 1998..................................... 33.25 30.00 $0.50 December 31, 1998...................................... 33.25 29.00 $0.50 1999 March 31, 1999......................................... 33.50 30.00 $0.50 June 30, 1999.......................................... 32.50 28.75 $0.50 September 30, 1999..................................... 31.50 27.50 $0.50 December 31, 1999...................................... 30.00 25.25 $0.50 2000 March 31, 2000......................................... 26.75 24.75 $0.50 June 30, 2000.......................................... 26.50 23.50 $0.50 September 30, 2000..................................... 25.50 23.00 $0.50 December 31, 2000...................................... 35.00 23.25 $0.50 2001 Quarter through March 26, 2001......................... 35.50 34.00 --
A-24 THE OFFER Exchange of Litton Shares; Exchange Ratio Litton stockholders who tender shares of Litton common stock in the offer may elect to receive any of the following in exchange for each share of Litton common stock: . $80.00 in cash; . $80.25 in market value of shares of NNG common stock, determined by dividing $80.25 by the average of the closing prices for Northrop Grumman common stock on the NYSE for the five consecutive trading days ending on the second trading day before expiration of the offer; or . 0.80 of a share of NNG preferred stock. Litton stockholders who tender shares of Litton preferred stock in the offer will receive $35.00 in cash in exchange for each share of Litton preferred stock. Holders of Litton preferred stock cannot exchange their Litton preferred stock for NNG common stock or NNG preferred stock, only cash. Each form of consideration paid in the offer will be paid net of any required withholding of taxes and without the payment of interest. The exchange ratios for the consideration to be offered in exchange for shares of Litton common stock and Litton preferred stock in the offer were determined through arm's-length negotiations between Litton and Northrop Grumman. Merrill Lynch & Co. acted as Litton's financial advisor and Salomon Smith Barney Inc. acted as Northrop Grumman's financial advisor in these negotiations. Elections by Tendering Stockholders There is no limit on the number of shares of Litton common stock or Litton preferred stock that may be exchanged for cash in the offer. There is a limit on the number of shares of NNG common stock and the number of shares of NNG preferred stock that may be issued in exchange for Litton common stock in the offer. The maximum number of shares of NNG common stock that will be issued in the offer is 13,000,000, and the maximum number of shares of NNG preferred stock that will be issued in the offer is 3,500,000. It is possible that the maximum common stock consideration could be reduced. Elections for the NNG common stock and the NNG preferred stock will be subject to pro rata reduction if Litton common stockholders request more than the maximum common stock consideration or the maximum preferred stock consideration, as the case may be. In addition to deciding whether to receive cash, NNG common stock or NNG preferred stock, or a combination of this consideration, tendering stockholders who elect to receive NNG common stock or NNG preferred stock must choose among the available alternatives described below for the treatment of any shares of Litton common stock not exchanged, by reason of proration, for the class of NNG stock they have elected to receive: Alternative A. A tendering Litton stockholder may make an Alternative A election with respect to Litton common stock which is tendered for either NNG common stock or NNG preferred stock. If the total number of NNG common stock elections (including the deemed elections referred to in the next sentence) exceeds the NNG common stock available, the Alternative A elections will first be reduced, pro rata, to the extent necessary so that the total number of shares of NNG common stock required for common stock elections does not exceed the maximum common stock consideration. If the tendering stockholder elects to receive NNG preferred stock, any shares subject to the Alternative A election which are not exchanged for NNG preferred stock by reason of proration will be deemed subject to an Alternative A common stock election. The stockholder's agreement provides, in substance, that Unitrin and certain of its subsidiaries will accept NNG common stock in exchange for all of their shares of Litton common stock which are not exchanged for NNG preferred stock in the offer. However, Unitrin and its subsidiaries agreed to accept NNG common stock only to the extent that other Litton stockholders do not elect to receive the available NNG common stock. Pursuant to the stockholder's agreement, Unitrin will specify Alternative A for all of the Litton common stock A-25 tendered by it. While Alternative A may be selected by any holder of Litton common stock, it is expected that Litton stockholders other than Unitrin will likely find it in their interests to select either: . Alternative B, if they wish to maximize the NNG common stock received in the offer (for any shares not exchanged, by reason of proration, for NNG preferred stock, or otherwise); or . Alternative C, if they wish to receive only NNG preferred stock or cash. The stockholder's agreement is described below under "Other Agreements--The Stockholder's Agreement." Alternative B. A tendering Litton stockholder may make an Alternative B election with respect to Litton common stock which is tendered for either NNG common stock or NNG preferred stock. In the event that proration of elections to receive shares of NNG common stock is still required after the elimination of shares in accordance with Alternative A elections, holders of shares of Litton common stock who elect Alternative B will have their elections to receive NNG common stock reduced pro rata based on the number of shares covered thereby. If the tendering stockholder elects to receive NNG preferred stock, any shares subject to the Alternative B election which are not exchanged for NNG preferred stock by reason of proration will be deemed subject to an Alternative B common stock election. Alternative C. An Alternative C election is only available for those Litton common stockholders who elect to receive NNG preferred stock in exchange for tendered Litton shares. Any such shares which are not exchanged for NNG preferred stock by reason of proration will be exchanged for $80.00 in cash per share. If no election among the three alternatives described above is made in connection with a tender of Litton common stock in exchange for NNG common or preferred stock, the tendering stockholder will be deemed to have elected Alternative B. Pro Rata Reduction of Elections for NNG Stock If holders tendering Litton common stock elect to receive more than the maximum common stock consideration or the maximum preferred stock consideration, elections will be subject to pro rata reduction as described below. Elections to receive NNG preferred stock will be reduced, pro rata in accordance with the numbers of shares covered thereby, until all of the shares subject to the elections remaining can be exchanged for NNG preferred stock. Shares of Litton common stock which are not so exchanged by reason of proration will be exchanged for: . $80.00 per share in cash, if Alternative C is selected by the tendering stockholder; or . NNG common stock (subject to further proration, if required) in all other cases. Elections to receive NNG common stock will also be subject to pro rata reduction, in accordance with the numbers of shares covered thereby, until all the shares subject to the elections remaining can be exchanged for the maximum common stock consideration. As described above, shares subject to Alternative A elections will be reduced before any shares subject to Alternative B elections. Shares of Litton common stock which are not so exchanged for NNG common stock by reason of proration will be exchanged for $80.00 in cash per share. Reduction in Number of Shares of NNG Common Stock Pursuant to the amended merger agreement, if the average of the closing prices for Northrop Grumman common stock on the NYSE is less than $75.00 for any five consecutive trading days ending not later than two full trading days before expiration of the offer, NNG will have the option to irrevocably elect to reduce the number of shares of NNG common stock available for exchange in the offer and substitute cash at the rate of $80.00 per share of Litton common stock. If this should occur, NNG will promptly publicly announce the A-26 amount of cash to be substituted and the new maximum common stock consideration and will extend the offer, if necessary, in accordance with the applicable rules of the SEC to allow Litton stockholders to consider the information. Illustrative Table of NNG Common Stock Exchange Ratios at Specified Average Closing Prices The following table illustrates the number of shares of NNG common stock that would be issued for one share of Litton common stock at each of the average Northrop Grumman trading prices presented in the table.
Average Closing Prices of Northrop Grumman NNG Common Stock Common Stock Exchange Ratio ---------------- ---------------- $70.00........................................... 1.1464 $75.00........................................... 1.0700 $80.00........................................... 1.0031 $85.00........................................... .9441 $90.00........................................... .8917
The values of Northrop Grumman common stock used in the table above are for purposes of illustration only. The average closing prices used in calculating the NNG common stock exchange ratio may be higher or lower than these numbers, depending on what the average of the closing prices of Northrop Grumman common stock on the NYSE actually is for the five consecutive trading days ending two full trading days before expiration of the offer. More Information about NNG Common Stock Exchange Ratio The exchange ratios for the consideration to be offered in exchange for shares of Litton common stock and Litton preferred stock in the offer were determined through arm's-length negotiations between Litton and Northrop Grumman. Merrill Lynch & Co. acted as Litton's financial advisor and Salomon Smith Barney Inc. acted as Northrop Grumman's financial advisor in these negotiations. NNG will notify Litton stockholders by issuing a press release announcing the final NNG common stock exchange ratio and filing the press release with the SEC. Litton stockholders may also call the information agent, Georgeson Shareholder Communications Inc., at any time toll-free at (800) 223-2064 to request information about the NNG common stock exchange ratio, including the average trading price of shares of Northrop Grumman common stock used to calculate the number of shares of NNG common stock issuable per share of Litton common stock in the offer. Stockholder Rights Plans The offer to acquire Litton common stock is also an offer to acquire the associated preferred stock purchase rights issued pursuant to the rights agreement dated as of August 17, 1994 between Litton and The Bank of New York as amended as of December 21, 2000 and January 23, 2001. All references to Litton common stock include the associated rights to purchase preferred stock. Under no circumstances will additional consideration be paid for those rights. The shares of NNG common stock to be issued in the offer include the associated NNG preferred stock purchase rights pursuant to the rights agreement between NNG and ChaseMellon Shareholder Services to be entered into prior expiration of the offer. The NNG rights agreement will be on the same terms and conditions as Northrop Grumman's current rights agreement dated as of September 23, 1998 between Northrop Grumman and ChaseMellon Shareholder Services. However, provisions will be added to permit the acquisition by Unitrin of NNG common stock (and NNG common stock issuable upon conversion of the NNG preferred stock) as contemplated by the offer and the stockholder's agreement described under "Other Agreements--The Stockholder's Agreement" on page 59. All references to shares of NNG common stock in this offer to purchase or exchange are also references to the associated NNG preferred stock purchase rights. A-27 Stockholders List NNG has relied on Litton's stockholders list and security position listings to communicate with Litton stockholders and to distribute the offer. NNG will send this offer to purchase or exchange, related letter of transmittal and other relevant materials to Litton stockholders and to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on Litton's stockholders list or, if applicable, who are listed as participants in a clearing agency's security position listing. Extension; Termination; Amendment The offer is currently scheduled to expire at Midnight, New York City time, on Thursday, March 29, 2001. Subject to the terms of the amended merger agreement, NNG may extend the period of time during which the offer remains open without Litton's consent by giving oral or written notice of such extension to the depositary. If the offer is extended for any reason, NNG will make an announcement to that effect no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. The amended merger agreement, subject to certain exceptions, allows NNG to extend the offer for successive periods of up to five business days until all conditions have been satisfied or waived. Northrop Grumman has agreed to cause NNG to extend the offer for the shortest time periods which it reasonably believes are necessary until the consummation of the offer if the conditions of the offer have not been satisfied or waived. During any such extension, all shares of Litton stock previously tendered and not withdrawn will remain subject to the offer, subject to each tendering stockholder's right to withdraw its Litton common stock or Litton preferred stock. Litton stockholders should read the discussion under the caption "The Offer--Withdrawal Rights" beginning on page 25 for more details about withdrawal rights. Subject to the SEC's applicable rules and regulations and subject to the terms of the amended merger agreement, NNG also reserves the right, in its sole discretion, at any time or from time to time to waive any condition (other than the minimum tender condition) or otherwise amend the offer by giving oral or written notice of such delay or amendment to the depositary and by making a public announcement. NNG will follow any amendment or delay as promptly as practicable with a public announcement. Subject to applicable law (including Rules 14d-4(d) and 14d-6(c) under the Exchange Act, which require that any material change in the information published, sent or given to stockholders in connection with the offer be promptly sent to stockholders in a manner reasonably designed to inform stockholders of such change) and without limiting the manner in which NNG may choose to make any public announcement, NNG assumes no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release to the Dow Jones News Service. Subject to the terms of the amended merger agreement, if NNG makes a material change in the terms of the offer or the information concerning the offer (including any election to substitute cash for NNG common stock), or if NNG waives a material condition of the offer, NNG will extend the offer to the extent required under the Exchange Act. If, prior to the expiration date, NNG changes the consideration offered for Litton shares, that change will apply to all holders whose Litton common stock or Litton preferred stock are accepted for purchase or exchange pursuant to the offer. If at the time notice of that change is first published, sent or given to Litton stockholders, the offer is scheduled to expire at any time earlier than the tenth business day from and including the date that such notice is first published, sent or given, NNG will extend the offer in accordance with the applicable rules of the SEC to allow Litton stockholders to consider the information. For purposes of the offer, a "business day" means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 Midnight, New York City time. Purchase and Exchange of Litton Stock; Delivery of NNG Stock Upon the terms and subject to the conditions of the offer, including the terms and conditions of any extension or amendment of the offer, NNG will accept, and will purchase or exchange, shares of Litton common stock (in accordance with the elections of tendering Litton stockholders) or Litton preferred stock A-28 validly tendered and not properly withdrawn as promptly as practicable after the expiration date. In addition, subject to applicable rules of the SEC and the terms of the amended merger agreement, NNG expressly reserves the right to delay acceptance of Litton stock in order to comply with any applicable law. In all cases, purchases and exchanges of Litton stock tendered and accepted for exchange will be made only after timely receipt by the depositary of: . certificates for the shares of Litton common stock or Litton preferred stock tendered (if such certificates were ever issued) or a confirmation of a book-entry transfer of those shares of Litton common stock or Litton preferred stock in the depositary's account at The Depository Trust Company, referred to as the "DTC"; . a properly completed and duly executed letter of transmittal (or a facsimile of that document) or agent's message if applicable; and . any other required documents. For purposes of the offer, NNG will be deemed to have accepted for purchase and exchange shares of Litton stock tendered when NNG notifies the depositary of its acceptance of those shares. The depositary will deliver cash, NNG common stock and NNG preferred stock in exchange for Litton stock pursuant to the offer. The depositary will act as agent for tendering stockholders for the purpose of receiving cash and shares of NNG stock (including cash to be paid instead of fractional shares) from NNG and transmitting such cash and NNG stock to tendering Litton stockholders. NNG will not pay interest on any amount payable in the offer or the Litton merger, regardless of any delay in making payment. If NNG does not accept any Litton stock tendered in the offer for any reason, or if stock certificates are submitted for more shares of Litton stock than are tendered, NNG will return certificates for such tendered or untendered Litton stock, as the case may be, without expense to the tendering stockholder or, in the case of Litton stock tendered by book-entry transfer into the depositary's account at DTC pursuant to the procedures set forth below under the discussion entitled "The Offer--Procedures for Tendering," those shares of Litton stock will be credited to an account maintained within DTC, as soon as practicable following expiration or termination of the offer. If NNG increases the consideration offered to Litton stockholders in the offer prior to the expiration date, such increased consideration will be given to all stockholders whose Litton shares are tendered pursuant to the offer, whether or not such Litton shares were tendered or accepted for exchange prior to such increase in consideration. Cash Instead of Fractional Shares of NNG Stock NNG will not issue certificates representing fractional shares of NNG stock pursuant to the offer. Instead, each tendering stockholder who would otherwise be entitled to a fractional share of NNG stock will receive cash in an amount equal to such fraction (expressed as a decimal and rounded to the nearest 0.01 of a share) multiplied by (i) the average of the closing prices for Northrop Grumman common stock on the NYSE for the five consecutive trading days ending on the second trading day before expiration of the offer, in the case of NNG common stock, or (ii) $100.00 in the case of NNG preferred stock, in each case minus any required withholding of taxes and without payment of interest. Transfer Charges Litton stockholders who tender Litton common stock or Litton preferred stock in the offer, will not be obligated to pay any charges or expenses of the depositary. Except as set forth in the instructions to the letter of transmittal, transfer taxes on tenders will be paid by NNG or on NNG's behalf. Record owners of Litton common stock or Litton preferred stock who tender shares in the offer will not have to pay brokerage fees or incur similar expenses. Holders who own Litton common stock or Litton preferred stock through a broker or A-29 other nominee, and whose broker or other nominee exchanges such Litton stock on the holder's behalf, may be subject to a charge from the broker or nominee for doing so. Litton stockholders should consult their broker or nominee to determine whether any charges will apply. Interest NNG will not pay interest on any amount payable in the offer or the Litton merger, regardless of any delay in making payment. Withdrawal Rights All tenders of Litton stock in the offer are irrevocable, except that Litton stock previously tendered may be withdrawn at any time prior to expiration of the offer, and, unless previously accepted for purchase or exchange pursuant to the offer, may also be withdrawn at any time after Tuesday, March 6, 2001. For a withdrawal to be effective, the depositary must receive a written, telegraphic, telex or facsimile transmission notice of withdrawal at one of its addresses set forth on the back cover of this offer to purchase or exchange, and such notice must include the tendering stockholder's name, the number of shares of Litton common stock or Litton preferred stock to be withdrawn and the name of the registered holder, if it is different from that of the person who tendered the shares of Litton stock being withdrawn. A financial institution must guarantee all signatures on the notice of withdrawal. Most banks, savings and loan associations and brokerage houses are able to effect these signature guarantees. The financial institution must be a participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program, any of which is an "eligible institution," unless the Litton shares have been tendered for the account of any eligible institution. If Litton shares have been tendered pursuant to the procedures for book-entry transfer discussed under the caption entitled "Procedures for Tendering," any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Litton shares and must otherwise comply with DTC's procedures. If certificates have been delivered or otherwise identified to the depositary, the name of the registered holder and the serial numbers of the particular certificates evidencing the shares of Litton stock being withdrawn must also be furnished to the depositary, prior to the physical release of such certificates. NNG will decide all questions as to the form and validity (including time of receipt) of any notice of withdrawal, in NNG's sole discretion, and NNG's decision will be final and binding. Neither NNG, the depositary, the information agent nor any other person has any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any shares of Litton stock properly withdrawn will be deemed not to have been validly tendered for purposes of the offer. However, a Litton stockholder may retender withdrawn shares of Litton stock by following one of the procedures discussed in the section entitled "The Offer--Procedures for Tendering" below at any time prior to expiration of the offer. If a holder withdraws any shares of Litton common stock, such holder automatically withdraws the associated rights to purchase preferred stock. A holder may not withdraw the rights to purchase preferred stock unless the associated shares of Litton common stock are also withdrawn. Procedures for Tendering To validly tender Litton shares pursuant to the offer, before expiration of the offer, a Litton stockholder must transmit a properly completed and duly executed letter of transmittal (or manually executed facsimile of that document), along with any required signature guarantees, an agent's message in connection with a book-entry transfer, and any other required documents to the depositary at one of its addresses set forth on the back cover of this offer to purchase or exchange, and certificates for Litton stock being tendered must be received by the depositary at such address. Shares of Litton stock held in book-entry form must be tendered pursuant to the procedures for book-entry exchange set forth below and a confirmation of receipt of such tender (we refer to A-30 this confirmation below as a "book-entry confirmation") must be received by the depository. In the alternative, Litton stockholders may comply with the guaranteed delivery procedures set forth below. The term "agent's message" means a message, transmitted by DTC to the depositary and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the participant exchanging the Litton shares which are the subject of such book-entry confirmation, that the participant has received and agrees to be bound by the terms of the letter of transmittal and that NNG may enforce that agreement against such participant. The depositary will establish accounts with respect to the Litton stock at DTC for the offer within two business days after the date of this offer to purchase or exchange, and any financial institution that is a participant in DTC may make book-entry delivery of Litton stock by causing DTC to transfer such stock into the depositary's account in accordance with DTC's procedure for such transfer. However, although delivery of Litton stock may be effected through book-entry at DTC, the letter of transmittal (or facsimile thereof), with any required signature guarantees, or an agent's message in connection with a book-entry transfer, and any other required documents, must be transmitted to the depositary at the applicable address set forth on the back cover of this offer to purchase or exchange prior to the expiration date, or the guaranteed delivery procedures described below must be followed. Signatures on all letters of transmittal must be guaranteed by an eligible institution, except in cases in which Litton stock is tendered either by a registered holder of Litton stock who has not completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the letter of transmittal or for the account of an eligible institution. If the certificates for Litton stock are registered in the name of a person other than the person who signs the letter of transmittal, or if certificates for untendered Litton shares are to be issued to a person other than the registered holder(s), the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name of the registered owner appears on the certificates, with the signature(s) on the certificates or stock powers guaranteed in the manner described above. The method of delivery of Litton share certificates and all other required documents, including delivery through DTC, is at the tendering stockholder's option and risk, and delivery will be deemed made only when actually received by the depositary. If delivery is by mail, NNG recommends registered mail with return receipt requested, properly insured. In all cases, holders must allow sufficient time to ensure timely delivery. To prevent backup federal income tax withholding with respect to any cash received in the offer, the depositary must be provided with the tendering stockholder's correct taxpayer identification number and certification whether the tendering stockholder is subject to backup withholding of federal income tax by means of the substitute Form W-9 included in the letter of transmittal. Some stockholders (including, among others, all corporations and some foreign individuals) are not subject to backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, the stockholder must submit a Form W-8, signed under penalties of perjury, attesting to that person's exempt status. A stockholder who wishes to tender shares of Litton stock in the offer and whose stock certificates are not immediately available or who cannot deliver the certificates and all other required documents to the depositary prior to the expiration date or cannot complete the procedure for book-entry transfer on a timely basis, may nevertheless tender Litton common stock and Litton preferred stock, so long as all of the following conditions are satisfied: (a) tender is made by or through an eligible institution; A-31 (b) a properly completed and duly executed notice of guaranteed delivery, substantially in the form made available by NNG, is received by the depositary as provided below on or prior to the expiration date; and (c) the certificates for all shares of Litton common stock or Litton preferred stock to be tendered (or a confirmation of a book-entry transfer of such securities into the depositary's account at DTC as described above), in proper form for transfer, together with a properly completed and duly executed letter of transmittal (or facsimile thereof), with any required signature guarantees (or, in the case of a book-entry transfer, an agent's message) and all other documents required by the letter of transmittal are received by the depositary within three NYSE trading days after the date the notice of guaranteed delivery is executed. The notice of guaranteed delivery may be delivered to the depositary by hand or transmitted by telegram, telex, facsimile transmission or mail. A guarantee by an eligible institution in the form set forth in that notice must be provided. In all cases, NNG will exchange shares of Litton common stock or Litton preferred stock tendered and accepted for exchange only after timely receipt by the depositary of certificates for such shares (or timely confirmation of a book-entry transfer of such securities into the depositary's account at DTC as described above), properly completed and duly executed letter(s) of transmittal (or facsimile(s) thereof), or an agent's message in connection with a book- entry transfer, and any other required documents. Accordingly, holders may be paid at different times depending upon when the depositary actually receives the certificates for their Litton common stock or Litton preferred stock or confirmations of book-entry transfers of those shares. If a holder's shares of Litton common stock or Litton preferred stock were never issued in certificated form, the holder must follow all of the requirements for tendering shares other than the requirement to deliver the share certificates for the tendered shares. A holder who has lost a share certificate, must contact the Bank of New York, the transfer agent for the Litton stock, at (800) 432-0140 and receive a replacement certificate in order to tender the Litton shares represented by the lost share certificate. Receiving a replacement certificate may take time, so Litton stockholders who have lost their share certificate and want to tender Litton shares in the offer should contact the transfer agent to request a replacement certificate as soon as possible. By executing a letter of transmittal as set forth above, a tendering Litton stockholder irrevocably appoints NNG's designees as the holder's attorneys-in- fact and proxies, each with full power of substitution, to the full extent of the holder's rights with respect to the Litton common stock or Litton preferred stock tendered in the offer and any other Litton common stock or Litton preferred stock and other securities issued or issuable in respect of the Litton common stock or Litton preferred stock on or after February 1, 2001. That appointment is effective, and voting rights will be affected, when and only to the extent that NNG deposits with the depositary cash, the shares of NNG common stock and NNG preferred stock for the Litton common stock tendered. All such proxies shall be considered coupled with an interest and are not revocable. Upon the effectiveness of such appointment, all prior proxies of the tendering stockholder will be revoked, and any subsequent proxies will not be deemed effective. NNG's designees will be empowered, among other things, to exercise all of the tendering stockholder's voting and other rights as they, in their sole discretion, deem proper at any annual, special or adjourned meeting of Litton's stockholders or otherwise. NNG reserves the right to require that, in order for shares of Litton common stock and Litton preferred stock to be deemed validly tendered, NNG must be able to exercise full voting rights to the extent permitted under applicable law with respect to such shares immediately upon acceptance of such shares for purchase or exchange. NNG will determine questions as to the validity, form, eligibility, including time of receipt, and acceptance for exchange of any tender of Litton common stock or Litton preferred stock, in its sole discretion, and NNG's determination shall be final and binding. NNG reserves the absolute right to reject any tenders of Litton common stock or Litton preferred stock that NNG determines are not in proper form or the acceptance for exchange of or exchange for which may, in the opinion of NNG's counsel, be unlawful. NNG also reserves the A-32 absolute right to waive any of the conditions of the offer (other than the minimum tender condition) or any defect or irregularity in the tender of any shares of Litton common stock or Litton preferred stock. No tender of Litton common stock or Litton preferred stock will be deemed to have been validly made until all defects and irregularities have been cured or waived. Neither NNG, the depositary, the information agent nor any other person is under any duty to give notification of any defects or irregularities in the tender of any Litton common stock or Litton preferred stock or will incur any liability for failing to give any such notification. NNG's interpretation of the terms and conditions of the offer, including the letter of transmittal and instructions thereto will be final and binding. The tender of shares of Litton stock pursuant to any of the procedures described above will constitute a binding agreement between NNG and the tendering stockholder upon the terms and subject to the conditions of the offer. Purpose of the Offer; The Litton Merger NNG is making the offer in order to acquire control of, and ultimately the entire common equity interest in, Litton. The offer is the first step in NNG's acquisition of Litton, and is intended to facilitate the acquisition of all Litton shares. Litton stockholders do not have appraisal rights in connection with the offer. As soon as practicable after consummation of the offer, NNG intends to merge LII Acquisition, its wholly-owned subsidiary, with and into Litton. The purpose of the Litton merger is to acquire all shares of Litton common stock not exchanged in the offer. At the effective time of the Litton merger, each share of Litton common stock, except for Litton common stock held by Litton, NNG or their subsidiaries, will be converted into the right to receive the same amount of cash as is paid per share of Litton common stock in the offer, subject to appraisal rights that may be available to Litton stockholders under Delaware law and minus any required withholding of taxes and without interest. Each share of Litton preferred stock not tendered or accepted for payment in the offer will remain outstanding, without change, as a share of Series B $2 Cumulative Preferred Stock of Litton, the corporation surviving the Litton merger. If two-thirds or more of the shares of Litton preferred stock are tendered for purchase in the offer and NNG acquires such percentage of the Litton preferred stock, NNG will have sufficient voting power to amend the terms of the Litton preferred stock in accordance with the provisions set forth in Litton's Restated Certificate of Incorporation. If, after the offer, there are less than 300 registered holders of Litton preferred stock remaining, NNG currently anticipates that it will deregister and delist the Litton preferred stock from the NYSE, Northrop Grumman and NNG do not intend to redeem any shares of Litton preferred stock that are not tendered and accepted by NNG for purchase in the offer. However, following the Litton merger, NNG may seek to acquire the shares of Litton preferred stock that remain outstanding for cash at a price or prices not exceeding $35.00 per share through open market transactions, an amendment to the Certificate of Incorporation of Litton, a subsequent merger or otherwise. See "Summary of Certain Statutory Provisions--Appraisal Rights" for information concerning appraisal rights in the Litton merger. Rule 13e-3 of the General Rules and Regulations under the Exchange Act would require, among other things, that some financial information concerning Litton, and some information relating to the fairness of the Litton merger and the consideration offered to Litton stockholders, be filed with the SEC and disclosed to Litton stockholders prior to consummation. Rule 13e-3 will not apply to the Litton merger if it occurs within one year after the consummation of the offer. NNG reserves the right to acquire additional Litton stock through open market purchases, privately negotiated transactions, a tender offer or exchange offer, or otherwise following the consummation or termination of the offer, upon such terms and at such prices as NNG decides, which may be more or less favorable than those of the offer. NNG and its affiliates also reserve the right to dispose of any or all shares of Litton stock acquired pursuant to the offer or otherwise, upon such terms and at such prices as NNG determines. A-33 Upon consummation of the offer, NNG intends to take appropriate actions to optimize and rationalize the combined entities' assets, operations, management, personnel, general and administrative functions and corporate structure. Other than the Litton merger, NNG currently does not have any plans or proposals that would result in an extraordinary corporate transaction, such as a merger, reorganization or liquidation, or sale of a material amount of assets, involving Litton or any of its subsidiaries, or any material changes in Litton's corporate structure or business. Upon the purchase of Litton common stock in the offer, NNG may also elect or seek the election of nominees of its choice to Litton's board of directors. Pursuant to the amended merger agreement, until the merger is completed, Litton has agreed to use its best efforts to ensure that at least three members of Litton's board of directors as of January 23, 2001 remain members of Litton's board of directors. See "The Amended Merger Agreement--The Litton Board." Conditions of the Offer Notwithstanding any other provisions of the offer relating to NNG's obligation to accept for payment or exchange any tendered Litton common stock or Litton preferred stock and subject to the terms and conditions of the amended merger agreement and any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, NNG shall not be required to accept for payment or exchange or pay for or exchange any shares of Litton stock, if: (i) fewer than 25,646,399 shares of Litton common stock and Litton preferred stock, which represent a majority of the total outstanding common stock and preferred stock on a fully diluted basis, have been tendered pursuant to the offer by the expiration of the offer and not withdrawn; (ii) any applicable waiting period under the HSR Act or Regulation (EEC) No. 4064/89 of the Council of the European Union shall not have expired or been terminated prior to the expiration of the offer; (iii) the registration statement relating to the offer shall not have become effective under the Securities Act of 1933, as amended (the "Securities Act"), or shall be the subject of any stop order or proceeding seeking a stop order; (iv) the shares of NNG common stock to be issued in the offer shall not have been approved for listing on the NYSE, subject to official notice of issuance; or at any time on or after the date of the amended merger agreement and prior to the expiration of the offer, any of the following conditions shall have occurred and continued to exist: (a) there shall have been any statute, rule, regulation, judgment, order or injunction enacted or entered and which shall remain in effect by any state or U.S. government or governmental authority or by any state, U.S. or European Union court or any agency or authority of the European Union, other than the routine application to the offer, the Northrop reorganization and the Litton merger or other subsequent business combination of waiting periods under the HSR Act or Regulation (EEC) No. 4064/89 of the Council of the European Union, that has the effect of (i) making the acceptance for payment of, or the payment for, some or all of the Litton shares illegal or otherwise prohibiting consummation of the offer, (ii) imposing limitations on the ability of NNG or Northrop Grumman to acquire or hold or to exercise effectively all rights of ownership of the Litton shares, or to control effectively the business, assets or operations of Northrop Grumman, Litton and their subsidiaries, of such magnitude as would have a material adverse effect on the business, assets, long-term earning capacity or financial condition of Northrop Grumman, Litton and their subsidiaries, taken as a whole; (b) a Company Material Adverse Effect, as defined in the amended merger agreement, shall have occurred and continued to exist; (c) there shall have occurred and continued to exist (i) any general suspension of trading in, or limitation on prices for, securities on the NYSE (excluding any coordinated trading halt triggered solely as A-34 a result of a specified decrease in a market index and suspensions or limitations resulting from physical damage to or interference with such exchange not related to market conditions), (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States (whether or not mandatory), (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States and having a Company Material Adverse Effect, (iv) any material limitation (whether or not mandatory) by any U.S. governmental authority or agency on the extension of credit by banks or other financial institutions, (v) from December 21, 2000 through the date of termination or expiration of the offer, a decline of at least 27.5% in the Standard & Poor's 500 Index or (vi) in the case of any of the situations described in clauses (i) through (v) inclusive, existing at the date of the commencement of the offer, a material acceleration or worsening thereof; or (d) the amended merger agreement shall have been terminated in accordance with its terms; or (e) (i) the representations of Litton contained in the amended merger agreement shall not be true and correct at and as of consummation of the offer with the same effect as if made at and as of such date or if such representations speak as of an earlier date, as of such earlier date, except, in either such case to the extent that the breach thereof would not have a Company Material Adverse Effect, or (ii) Litton shall have failed to comply with its covenants and agreements contained in the amended merger agreement in all material respects; or (f) prior to the purchase of Litton shares pursuant to the offer, the Litton board of directors shall have withdrawn or modified (including by amendment of the Schedule 14D-9) in a manner adverse to NNG its approval or recommendation of the offer, the merger agreement or the Litton merger or shall have recommended another offer, or shall have adopted any resolution to effect any of the foregoing. Regulatory Approvals Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (the "FTC"), certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division and the FTC and certain waiting period requirements have been satisfied. The purchase of Litton common stock and Litton preferred stock pursuant to the offer is subject to such requirements. Pursuant to the requirements of the HSR Act, Northrop Grumman first filed a Notification and Report Form with respect to the offer and Litton merger with the Antitrust Division and the FTC on January 4, 2001. This filing was voluntarily withdrawn on January 16, 2001 with the result that the statutory waiting period requirement of 30 days applicable to the exchange offer began again when the filing was resubmitted on January 31, 2001. The filing was again voluntarily withdrawn on February 27, 2001, with the result that the statutory waiting period requirement of 30 days applicable to the exchange offer began again when the filing was resubmitted on that same day, February 27, 2001. The waiting period applicable to the purchase of Litton common stock and Litton preferred stock pursuant to the offer is scheduled to expire at 11:59 p.m., New York City time, thirty days after such filing. However, prior to such time, the Antitrust Division or the FTC may extend the waiting period by requesting additional information or documentary material relevant to the offer from Northrop Grumman. If such a request is made, the waiting period will be extended until 11:59 p.m., New York City time, on the thirtieth day after substantial compliance by Northrop Grumman with such request, (or the next business day, if such date falls on a weekend or holiday). Thereafter, such waiting period can be extended only by court order. Any extension of the waiting period will not give rise to any withdrawal rights not otherwise provided for by applicable law. See "The Offer--Withdrawal Rights" beginning on page 25. If NNG's purchase of Litton common stock or Litton preferred stock is delayed pursuant to a request by the Antitrust Division or the FTC for additional information or documentary material pursuant to the HSR Act, the offer will be extended in certain circumstances. See "The Amended Merger Agreement--Conditions to the Completion of the Litton Merger." The Antitrust Division and the FTC scrutinize the legality under the antitrust laws of transactions such as the purchase of Litton common stock and Litton preferred stock by NNG pursuant to the offer. At any time before or after the consummation of any such transactions, the Antitrust Division or the FTC could take such action under the A-35 antitrust laws of the United States as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Litton common stock and/or Litton preferred stock pursuant to the offer or seeking divestiture of the Litton common stock and/or Litton preferred stock so acquired or divestiture of substantial assets of Northrop Grumman or Litton. Private parties (including individual states) may also bring legal actions under the antitrust laws of the United States. NNG does not believe that the consummation of the offer will result in a violation of any applicable antitrust laws. However, there can be no assurance that a challenge to the offer on antitrust grounds will not be made, or if such a challenge is made, what the result will be, including conditions with respect to litigation and certain governmental actions. See "The Amended Merger Agreement--Conditions to the Completion of the Litton Merger." See "The Amended Merger Agreement-- Termination Events" for certain termination rights. The parties conduct business in a number of foreign countries. Under the laws of certain foreign nations and multinational authorities, such as the European Commission (under Council Regulation (EEC) 4064/89, or "ECMR"), the transaction may not be completed or control may not be exercised unless certain filings are made with these nations' antitrust regulatory authorities or multinational antitrust authorities and these antitrust authorities approve or clear closing of the transaction. Other foreign nations and multinational authorities have voluntary and/or post-merger notification systems. On February 22, 2001, the necessary filings were made with the European Commission. On March 23, 2001, the European Commission approved the transaction. The parties have filed or intend to file shortly all other non-United States pre-merger notifications that they believe are required. Should any other approval or action be required, the parties currently contemplate that such approval or action would be sought. Although the parties believe that they will obtain all other material required regulatory approvals in a timely manner, it is not certain that all other such approvals will be received in a timely manner or at all or that foreign or multinational antitrust authorities will not impose unfavorable conditions for granting the required approvals. Reduced Liquidity; Possible Delisting The tender of Litton common stock and Litton preferred stock pursuant to the offer will reduce the number of holders of Litton common stock and Litton preferred stock and the number of shares of Litton common stock and Litton preferred stock that might otherwise trade publicly and could adversely affect the liquidity and market value of the remaining shares of Litton common stock and Litton preferred stock held by the public. Litton common stock and Litton preferred stock currently are listed and principally traded on the NYSE. Depending on the number of shares of Litton common and Litton preferred stock acquired in the offer, following consummation of the offer, Litton common stock or Litton preferred stock may no longer meet the requirements of the NYSE for continued listing. For example, published guidelines of the NYSE indicate that the NYSE would consider delisting the outstanding Litton common stock and Litton preferred stock if, among other things: . the number of publicly held shares of Litton common stock or Litton preferred stock (exclusive of holdings of officers, directors and members of their immediate families and other concentrated holdings of 10% or more) should fall below 600,000; . the number of record holders of 100 or more shares of Litton common stock or Litton preferred stock should fall below 1,200; or . the aggregate market value of publicly held shares of Litton common stock or Litton preferred stock should fall below $5,000,000. According to Litton, as of November 30, 2000, there were approximately 45,518,647 shares of Litton common stock (excluding 2,734,083 shares of common stock held in Litton's treasury) and 410,643 shares of Litton preferred stock outstanding. If the NYSE were to delist the Litton common stock or Litton preferred stock, including after the exchange of Litton stock in the offer but prior to the Litton merger, the market for Litton common stock or A-36 Litton preferred stock could be adversely affected. It is possible that Litton's shares would be traded on other securities exchanges or in the over- the-counter market, and that price quotations would be reported by such exchanges, or through NASDAQ or by other sources. However, the extent of the public market for Litton common stock and Litton preferred stock and the availability of such quotations would depend upon the number of holders and/or the aggregate market value of the Litton common stock or Litton preferred stock remaining at such time, the interest in maintaining a market in the Litton common stock or Litton preferred stock on the part of securities firms, the possible termination of registration of Litton stock under the Exchange Act, as described below, and other factors. Status as "Margin Securities" The Litton common stock and Litton preferred stock are presently "margin securities" under the regulations of the Federal Reserve Board, which has the effect, among other things, of allowing brokers to extend credit with such stock as collateral. Depending on the factors similar to those described above with respect to listing and market quotations, following consummation of the offer, Litton common stock and Litton preferred stock stock may no longer constitute "margin securities" for the purposes of the Federal Reserve Board's margin regulations, in which event Litton common stock and Litton preferred stock would be ineligible as collateral for margin loans made by brokers. Registration Under The Exchange Act Litton common stock and Litton preferred stock are currently registered under the Exchange Act. Litton can terminate that registration upon application to the SEC if the outstanding shares are not listed on a national securities exchange and if there are fewer than 300 holders of record of Litton common stock or Litton preferred stock, as the case may be. Termination of registration of the Litton stock under the Exchange Act would reduce the information that Litton must furnish to its stockholders and to the SEC and would make certain provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement in connection with stockholders meetings pursuant to Section 14(a) and the related requirement of furnishing an annual report to stockholders, and the requirements of Rule 13e-3 (described above) no longer applicable with respect to Litton stock that is no longer registered. Furthermore, the ability of "affiliates" of Litton and persons holding "restricted securities" of Litton to dispose of such securities pursuant to Rule 144 under the Securities Act may be impaired or eliminated. In addition, if registration of the shares under the Exchange Act were terminated, they would no longer be eligible for NYSE listing or for continued inclusion on the Federal Reserve Board's list of "margin securities." Source and Amount of Funds The offer is not conditioned upon any financing arrangements. NNG estimates that the total amount of funds required to purchase all of the outstanding Litton stock pursuant to the offer and the Litton merger and to pay related fees and expenses will be between approximately $2.3 billion and $2.9 billion, depending upon the actual number of shares of NNG common stock and NNG preferred stock issued in the offer. NNG expects to obtain the funds necessary to consummate the offer and the Litton merger from Northrop Grumman. Northrop Grumman has received a commitment letter from Credit Suisse First Boston, The Chase Manhattan Bank and JP Morgan providing for the structure, arrangement and syndication of senior unsecured loans of up to $5,000,000,000, the initial proceeds of which will be used solely to acquire Litton common stock and preferred stock in the offer and the Litton merger, to retire and refinance certain outstanding debt of Litton and to pay any related expenses. The proceeds of subsequent borrowings under the loans will be used for general corporate purposes of NNG, Northrop Grumman and Litton. The loans will be pursuant to documents in the form of the 364-day revolving credit facility with an aggregate maximum principal amount of $2,500,000,000 attached as Exhibit 10.6 to the registration statement of which this offer to purchase or exchange is a part and the five-year revolving credit facility with an aggregate principal amount of up to $2,500,000,000 attached as Exhibit 10.7 to the registration statement of which this offer to purchase or exchange is a part. Each of the facilities is an unsecured senior credit facility and contains usual and customary affirmative and negative covenants, including A-37 customary financial covenants. Interest rates for the loans will be adjusted LIBOR (which will at all times include statutory reserves) or the adjusted base rate, at the election of Northrop Grumman, in each case plus spreads depending upon a schedule of certain specified Standard & Poor's and Moody's Investor Services ratings of Northrop Grumman. Northrop Grumman may elect periods of one, two, three or six months for adjusted LIBOR borrowings under the loans. It is expected that the loan documents will be executed on or before the expiration of the offer. In addition, in February 2001, Northrop Grumman issued $1,500,000,000 of indebtedness to qualified institutional buyers in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, consisting of $750,000,000 of 7 1/8% Notes due 2011 and $750,000,000 of 7 3/4% Debentures due 2031. Northrop Grumman intends to use the proceeds of the issuance of this indebtedness to acquire shares of Litton common stock and Litton preferred stock pursuant to the offer and the Litton merger and to pay expenses relating to those transactions, among other things. The 7 1/8% Notes due 2011 were issued at an issue price of 99.715% of face value and the 7 3/4% Debentures due 2031 were issued at an issue price of 99.051% of face value, plus, in each case, accrued interest from February 27, 2001. Upon completion of the Northrop reorganization and the Litton merger, the Notes and Debentures will represent senior unsecured obligations of Northrop Grumman, NNG and the corporation surviving the Litton merger. The Notes and Debentures may be redeemed in whole or in part at any time at Northrop Grumman's option at a redemption price equal to the principal amount of the securities being redeemed plus accrued and unpaid interest to the redemption date plus a make whole amount, if applicable. The senior debt indenture pursuant to which Northrop Grumman issued the 7 1/8% Notes due 2011 and 7 3/4% Debentures due 2031 contains customary covenants and restrictions relating to, among other things, limitations on liens, sale and leaseback arrangements and funded debt of subsidiaries. Relationships with Litton Except as set forth in this offer to purchase or exchange, neither NNG nor Northrop Grumman nor, to the best of its knowledge, any of NNG's or Northrop Grumman's directors or executive officers, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of Litton, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, guarantees of profits, division of profits or loss or the giving or withholding of proxies. Except as described in this offer to purchase or exchange, neither NNG nor Northrop Grumman nor, to the best of its knowledge, any of NNG's or Northrop Grumman's directors or executive officers, has had any business relationship or transaction with Litton or any of its executive officers, directors or affiliates that is required to be reported under the rules and regulation of the SEC applicable to the offer. Except as described in this offer to purchase or exchange, there have been no contracts, negotiations or transactions between NNG and Northrop Grumman or to the best of its knowledge any of NNG's or Northrop Grumman's directors or executive officers, on the one hand, and Litton or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets. In the normal course of their business, Northrop Grumman and Litton are parties to transactions and agreements. During the two years ended October 31, 2000, no such transaction had an aggregate value in excess of 1% of Litton's consolidated revenues. Fees and Expenses NNG has retained Georgeson Shareholder Communications Inc. to act as the information agent in connection with the offer. The information agent may contact holders of Litton stock by mail, telephone, telex, telegraph and personal interviews and may request brokers, dealers and other nominee stockholders to forward A-38 the offer materials to beneficial owners of Litton stock. The information agent will be paid a customary fee for such services, plus reimbursement of out-of- pocket expenses, and NNG will indemnify the information agent against certain liabilities and expenses in connection with the offer, including liabilities under federal securities laws. Salomon Smith Barney Inc. is acting as the dealer manager in connection with the offer and as financial advisor to NNG and Northrop Grumman in connection with the offer and the Litton merger, for which services Salomon Smith Barney Inc. will receive reasonable and customary compensation. Northrop Grumman has agreed to reimburse Salomon Smith Barney Inc. for reasonable fees and expenses incurred in performing its services, including reasonable fees and expenses of its legal counsel and to indemnify Salomon Smith Barney Inc. and certain related parties against certain liabilities, including liabilities under the federal securities laws, arising out of its engagement. In the ordinary course of business, Salomon Smith Barney Inc. and its affiliates may actively trade or hold the securities of Northrop Grumman, Litton and their respective affiliates for Salomon Smith Barney's and its affiliates' own account or for the account of customers and, accordingly, may at any time hold a long or short position in such securities. NNG will not pay any fees or commissions to any broker, dealer or other persons (other than the information agent and the dealer manager) for soliciting tenders of Litton stock pursuant to the offer. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by NNG for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers. Merrill Lynch & Co. provided certain financial advisory services to Litton in connection with the offer and the Litton merger, including providing an opinion dated January 23, 2001 substantially to the effect that, as of such date, the aggregate consideration to be received by holders of Litton common stock, other than Northrop Grumman and its affiliates, pursuant to the amended merger agreement is fair from a financial point of view to the holders of Litton common stock. The opinion is attached as an exhibit to Litton's Schedule 14D-9, which is being mailed to the stockholders of Litton with this offer to purchase or exchange. A-39 BACKGROUND OF THE AMENDED MERGER AGREEMENT In May 2000, Kent Kresa, Chairman and Chief Executive Officer of Northrop Grumman, and Michael Brown, Chairman and Chief Executive Officer of Litton, agreed that a small group of directors, officers and senior employees from the two companies would have discussions looking into the possibility of a strategic transaction. A confidentiality letter agreement was signed, dated June 23, 2000 (the "confidentiality agreement"), by which each company agreed to maintain the confidentiality of non-public information which might be received from the other and also agreed that no disclosure would be made concerning the discussions between the parties. From that time to the present a number of meetings and conversations have taken place between representatives of the two companies. In mid-September 2000, Mr. Kresa contacted Mr. Brown to advise him that Northrop Grumman would have an interest in acquiring Litton in a transaction in which the holders of Litton common stock would receive a combination of cash and stock having a value equivalent, on a per share basis, to 0.70 of a share of Northrop Grumman common stock. Subsequent to the conversation, a representative of Northrop Grumman was advised that Litton did not wish to pursue the proposal. On October 20, 2000, Litton publicly announced its intention to explore the sale of its Advanced Electronics group. Later the same day, Mr. Kresa spoke with Mr. Brown and wrote to him reiterating Northrop Grumman's interest in an acquisition of Litton in a transaction involving cash and stock valued at 0.70 of a share of Northrop Grumman common stock, for each share of Litton common stock. Mr. Kresa pointed out that the sale of the Advanced Electronics group would be inconsistent with Northrop Grumman's plans for the combined company and would diminish Northrop Grumman's interest in the combination. In response, Mr. Brown advised Mr. Kresa that the transaction value proposed by Northrop Grumman was not sufficient for Litton's board of directors to support such a transaction. On November 2, 2000, Mr. Kresa again wrote to Mr. Brown increasing the value of Northrop Grumman's proposal so that holders of Litton common stock would receive a combination of cash and Northrop Grumman common stock having a value equivalent, on a per share basis, to 0.75 of a share of Northrop Grumman common stock and offering the potential for some additional value to be delivered to the holders of Litton common stock through a contingent value mechanism. Following a meeting of the Litton board of directors on November 3, 2000, Mr. Brown again advised Mr. Kresa that the value proposed by Northrop Grumman was considered insufficient by the Litton board of directors. On November 29, 2000, Mr. Kresa wrote to Mr. Brown to specifically propose two alternatives for a potential transaction. The first proposed alternative would provide Litton's stockholders with a combination of cash and stock valued at 0.75 of a share of Northrop Grumman common stock plus a contingent value instrument which would provide the Northrop Grumman's stockholders with 75% of the net after-tax recovery in Northrop Grumman's pending litigation with Honeywell, Inc. as well as certain other litigation, and between 40% and 60% of the net after-tax value of the Electronic Components and Materials business segment achieved within the five-year period following closing. The second alternative proposed was for an acquisition for cash at $72.00 per share of Litton common stock. Following further discussions and negotiations and the exchange of additional non-public information between the parties, the board of directors of Northrop Grumman met on December 20, 2000 and unanimously approved the merger agreement. The Litton board of directors met on December 21, 2000 and also approved the merger agreement and determined unanimously that the transactions contemplated thereby, including the offer and the Litton merger, were fair to, and in the best interests of, the holders of Litton common stock. On December 21, 2000, the merger agreement was executed by Northrop Grumman, LII Acquisition and Litton, and Northrop Grumman and Litton issued a joint press release announcing the transaction. On January 5, 2001, LII Acquisition commenced an offer to purchase all of the Litton common stock and Litton preferred stock for cash. A-40 Following execution of the merger agreement on December 21, 2000 representatives of Litton and Northrop Grumman had a number of conversations with representatives of Litton's largest stockholder, Unitrin. In those conversations, Unitrin expressed its strong desire that the proposed transactions be modified to provide a means for the exchange of Litton common stock for stock of Northrop Grumman, or an affiliated company, on a tax- deferred basis. On January 16, 2001, Northrop Grumman and Litton announced that they were considering a possible amendment of the proposed transaction to provide the means for a tax-free exchange of Litton common stock for capital stock of Northrop Grumman following completion of the then-pending all cash tender offer for Litton common stock at $80.00 per share in cash. In the course of discussions among Litton, Northrop Grumman and Unitrin, Litton advised of its willingness to consider alternative structures for the transaction, provided that: (i) no stockholder who wanted cash would be required to accept securities in the transaction; (ii) the restructured transaction would be at least as certain to be completed as the original transaction; (iii) it would not materially delay the time at which Litton stockholders who wanted to sell their shares for cash would be paid; and (iv) all holders of Litton common stock would be treated equally. The parties considered a number of alternative possible structures for attaining the desired objectives and finally determined that the amended merger agreement accomplished their mutual objectives. The amended merger agreement, dated as of January 23, 2001 was executed and delivered on January 24, 2001. At the same time, Northrop Grumman and Unitrin executed and delivered a stockholder's agreement, dated as of January 23, 2001. On January 24, 2001, Unitrin stated, in a filing with the SEC, that it had agreed to tender its shares of Litton common stock in the offer pursuant to the terms of the amended merger agreement. Certain Projections Prior to entering into the amended merger agreement, Litton provided to Northrop Grumman certain information which was not publicly available, including a variety of projected financial data based on various differing assumptions for future fiscal years. Litton has advised that it does not publicly disclose projections, and the projections furnished to Northrop Grumman were not prepared with a view to public disclosure. Northrop Grumman analyzed the information in the projections, certain publicly available information and additional information obtained in Northrop Grumman's due diligence review of Litton, along with Northrop Grumman's own estimates of potential cost savings and benefits in evaluating the offer and the Litton merger. Litton does not as a matter of course make public projections as to future sales, earnings or other results. However, the management of Litton has prepared the prospective financial information set forth below to assist Northrop Grumman's management in assessing Litton's future financial performance. The accompanying prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. This information is not fact and should not be relied upon as being necessarily indicative of future results, and Litton stockholders are cautioned not to place undue reliance on the prospective financial information. Neither Litton's nor Northrop Grumman's independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. The projections provided to Northrop Grumman by Litton included, among other things, the following forecasts of Litton's revenues, net income (excluding pension income) and earnings per share (excluding pension income), respectively (in millions, except per share data): $5,850.0, $151.9 and $3.31 in 2001; $6,473.0, $186.4 and $4.06 in 2002; $6,827.0, $220.8 and $4.81 in 2003; $7,183.0, $248.4 and $5.41 in 2004; and $7,436.0, $278.7, and $6.07 in 2005. Including pension income, the projected net income and earnings per share were, respectively (in millions, except per share data): $220.5 and $4.80 in 2001; $254.9 and $5.55 in 2002; $289.4 and $6.30 in 2003; $317.0 and $6.90 in 2004; and $347.3 and $7.56 in 2005. A-41 Other projections provided to Northrop Grumman by Litton indicated the potential for increased profitability based upon more aggressive assumptions. Based upon the more aggressive assumptions, these projections indicated revenues and net income (including pension income), respectively (in millions), of: $6,019.0 and $228.0 in 2001; $6,740.0 and $300.0 in 2002; $7,329.0 and $414.0 in 2003; $7,920.0 and $490.0 in 2004; and $8,426.0 and $548.0 in 2005. Litton has advised Northrop Grumman that these projections do not give effect to customary processes of adjustment by senior management of projections provided by operating/divisional management. The projections are forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those statements and should be read with caution. The projections are subjective in many respects and thus susceptible to interpretations and periodic revisions based on actual experience and recent developments. While presented with numerical specificity, the projections were not prepared by Litton in the ordinary course and are based upon a variety of estimates and hypothetical assumptions made by management of Litton with respect to, among other things, industry performance, general economic, market, interest rate and financial conditions, sales, cost of goods sold, operating and other revenues and expenses, capital expenditures and working capital of Litton, and other matters which may not be realized and are inherently subject to significant business, economic and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond Litton's control. Litton's operations are subject to various additional risks and uncertainties resulting from its position as a supplier, either directly or as subcontractor or team member, to the United States government and its agencies as well as to foreign governments and agencies; actual outcomes are dependent upon factors, including, without limitation, Litton's successful performance of internal plans; government customers' budgetary restraints; customer changes in short- range and long-range plans; domestic and international competition in both the defense and commercial areas; product performance; continued development and acceptance of new products; performance issues with key suppliers and subcontractors; government import and export policies; acquisition or termination of government contracts; the outcome of political and legal processes; legal, financial, and governmental risks related to international transactions and global needs for military aircraft, military and civilian electronic systems and support and information technology. Accordingly, there can be no assurance that the assumptions made in preparing the projections will prove accurate, and actual results may be materially greater or less than those contained in the projections. In addition, the projections do not take into account any of the transactions contemplated by the amended merger agreement, including the offer and the Litton merger. These events may cause actual results to differ materially from the projections. For these reasons, as well as the bases and assumptions on which the projections were compiled by Litton, the inclusion of such projections herein should not be regarded as an indication that Litton, Northrop Grumman, NNG or any of their respective affiliates or representatives considers such information to be an accurate prediction of future events, and the projections should not be relied on as such. No party nor any of their respective affiliates or representatives has made, or makes, any representation to any person regarding the information contained in the projections and none of them intends to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrences of future events even in the event that any or all of the assumptions are shown to be in error. Reasons for the Offer and the Litton Merger Northrop Grumman believes that the proposed acquisition of Litton by means of the offer and the Litton merger will produce the following benefits: . Access to New Product Areas. Litton's proprietary technology and products will provide NNG with technology and products to complement Northrop Grumman's existing technology and products. . Increased Diversification into New Markets. The combination of Northrop Grumman and Litton under NNG provides the affiliated entities with the opportunity for diversification into new markets and access to new customers. A-42 . Increased Market Presence and Opportunities. The combination of Northrop Grumman and Litton under NNG provides the affiliated entities with increased market presence and opportunities for growth that could allow them to be better able to respond to the needs of customers, the increased competitiveness of the marketplace and opportunities that changes in the market for their respective products might bring. . Product Mix. The complementary nature of Northrop Grumman's and Litton's products and services will benefit clients of both companies. . Operating Efficiencies. The combination of Northrop Grumman and Litton under NNG provides the opportunity for potential economies of scale and cost savings. The reasons for the Litton board's recommendation are set forth in Litton's Solicitation/Recommendation Statement on Schedule 14D-9 which is being mailed to Litton stockholders together with this offer to purchase or exchange. A-43 MATERIAL FEDERAL INCOME TAX CONSEQUENCES The following is a summary of the material federal income tax consequences that will apply to the following Litton stockholders: . holders of Litton common stock who tender their shares for cash, NNG common stock or NNG preferred stock (or a combination thereof) pursuant to the offer; . holders of Litton preferred stock who tender their shares for cash pursuant to the offer; and . holders of Litton common stock who receive cash in the Litton merger. The following discussion does not address any aspect of state, local or foreign taxation. It also does not address all aspects of federal income taxation that may be important to particular taxpayers in light of their personal investment circumstances or to taxpayers subject to special treatment under the federal income tax laws including: . life insurance companies; . foreign persons; . banks or other financial institutions; . tax-exempt entities; . dealers in securities; . employee benefit plans; . persons that hold such shares as part of a straddle, a hedge against currency risk or as a constructive sale or conversion transaction; and . persons who acquired their Litton common stock or Litton preferred stock pursuant to the exercise of employee stock options or otherwise as compensation. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury Regulations thereunder, judicial decisions, and current administrative rulings. No rulings have been or will be requested from the Internal Revenue Service with respect to any of the matters discussed herein, and the opinion of counsel described below is not binding on the Internal Revenue Service. Neither the delivery of the opinion of counsel described below, nor the delivery of any other tax opinion, is a condition to closing the offer or the Litton merger. There can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements contained in this summary. It is the opinion of Gibson, Dunn & Crutcher LLP, counsel for Northrop Grumman, and Ivins, Phillips & Barker Chartered, special tax counsel to Northrop Grumman, that the exchange of Litton common stock for NNG common stock, NNG preferred stock and cash will be treated together with the Northrop reorganization and the Litton merger as a transaction governed by Section 351(a) or Section 351(b) of the Code and that this discussion accurately sets forth the material federal income tax consequences of the transaction. Such opinions are based upon, among other things, a representation letter and other information provided by Northrop Grumman to counsel. The discussion below also reflects the opinion of Gibson, Dunn & Crutcher LLP and Ivins, Phillips & Barker Chartered that the NNG preferred stock will not be "nonqualified preferred stock." Under Section 351(g) of the Code, enacted in 1997, "nonqualified preferred stock" is treated as taxable "boot" in a Section 351 transaction. Since this provision is recent and since implementing regulations have not yet been promulgated, the Internal Revenue Service could take a position contrary to that expressed in the opinions of counsel. In such an event, holders of Litton common stock who receive NNG preferred stock would be taxed as though they had received cash equal to the fair market value of the NNG preferred stock. The discussion below is based on the conclusion that the NNG preferred stock will not be nonqualified preferred stock. A-44 Treatment of Holders of Litton Common Stock Who Tender Their Stock in the Offer The discussion below assumes that all holders of Litton common stock hold their stock as capital assets. Exchange of Litton Common Stock Solely for Cash A holder of Litton common stock who receives solely cash in exchange for Litton common stock pursuant to the offer will recognize capital gain or loss equal to the difference between the tax basis of the Litton common stock surrendered and the amount of cash received therefore. That capital gain or loss will constitute long-term capital gain or loss if the Litton common stock has been held by the holder for more than one year on the date of closing of the offer. Gain or loss must be calculated separately for each block of Litton common stock (i.e., shares of stock acquired at the same time in a single transaction). Exchange of Litton Common Stock Solely for NNG Common Stock and/or NNG Preferred Stock Except as discussed below under "--Cash in Lieu of Fractional Shares," a holder of Litton common stock who receives solely NNG common stock or NNG preferred stock, or some of each, in exchange for Litton common stock pursuant to the offer will not recognize gain or loss upon such exchange. The aggregate tax basis of the NNG common stock and NNG preferred stock received by the holder will be equal to the aggregate tax basis of the Litton common stock surrendered (excluding any portion of the holder's basis allocated to fractional shares). If a holder receives both NNG common stock and NNG preferred stock, the holder's basis in his shares of Litton common stock will be allocated to the shares of each class of stock received in proportion to the fair market value of each class. The holding period of the NNG common stock and NNG preferred stock will include the holding period of the Litton common stock surrendered. A holder of Litton common stock who is considering making an election to receive NNG common stock or NNG preferred stock in the exchange should note that there can be no assurance that such holder will receive only NNG common stock or NNG preferred stock (because of the possibility of proration). Such stockholders may receive some cash. Accordingly, there can be no assurance that a holder who makes such an election will recognize no taxable gain upon such holder's exchange of Litton common stock. Exchange of Litton Common Stock for a Combination of Cash and NNG Common Stock or NNG Preferred Stock or Some of Each Except as discussed below under "--Cash in Lieu of Fractional Shares," a holder of Litton common stock who receives a combination of cash and either NNG common stock, NNG preferred stock, or some of each, in exchange for Litton common stock (by reason of the elections made by the holder or by the application of the proration procedures) will not recognize any loss realized in the transaction but will recognize some capital gain, if any gain is realized. The amount of capital gain recognized will be calculated separately for each block of Litton common stock surrendered, in an amount equal to the lesser of . the amount of gain realized in respect of the block (i.e., the excess of (a) the sum of the amount of cash and the fair market value of NNG common stock and NNG preferred stock received that is allocable to the block over (b) the tax basis of the block); and . the amount of cash received that is allocable to the block. For this purpose, all of the cash, NNG common stock and NNG preferred stock received by a holder will be allocated in proportion to fair market values among the blocks of Litton common stock surrendered by such holder. Any capital gain will constitute long-term capital gain if the block of Litton common stock has been held for more than one year on the date of closing of the offer. A-45 The aggregate tax basis of the NNG common stock and NNG preferred stock received in exchange for a block of Litton common stock will be equal to the tax basis of the surrendered block of Litton common stock, decreased by the amount of cash received in respect of the block and increased by the amount of gain recognized in respect of the block. If a holder receives both NNG common stock and NNG preferred stock, the holder's basis will be allocated to the shares of each class of stock received in proportion to the fair market value of each class. The holding period of the NNG common stock and NNG preferred stock will include the holding period of the block of Litton common stock surrendered. Federal Income Tax Considerations in Making an Election A holder of Litton common stock who elects to receive cash pursuant to the offer will not be subject to any proration. However, holders who elect to receive NNG common stock or NNG preferred stock pursuant to the offer might receive cash as a result of the proration procedures. Thus, the actual federal income tax consequences to each Litton shareholder electing to receive NNG common stock or NNG preferred stock will not be ascertainable at the time the election is made because the extent to which the proration procedures will apply to those elections will not be known. Cash in Lieu of Fractional Shares A holder of Litton common stock who receives cash in lieu of fractional shares of NNG common stock or NNG preferred stock will be treated as having received such fractional shares at the closing of the offer and then as having exchanged such fractional shares for cash in a redemption by NNG. Any gain or loss attributable to fractional shares generally will be capital gain or loss. The amount of such gain or loss will be equal to the difference between the ratable portion of the tax basis of the Litton common stock surrendered in the exchange that is allocated to such fractional shares and the cash received in lieu thereof. Any such capital gain or loss will constitute long-term capital gain or loss if the Litton common stock surrendered has been held by the holder for more than one year on the date of closing of the offer. Treatment of Holders of Litton Preferred Stock Who Tender Their Litton Preferred Stock in the Offer The following discussion assumes that all holders of Litton preferred stock hold their stock as capital assets. A holder of Litton preferred stock who participates in the offer will receive solely cash for the Litton preferred stock tendered. Holders of Litton Preferred Stock Who Hold No Litton Common Stock A holder of Litton preferred stock who does not hold any Litton common stock and who participates in the offer will recognize capital gain or loss equal to the difference between the tax basis of the Litton preferred stock surrendered and the amount of cash received in the exchange. Such capital gain or loss will constitute long-term capital gain or loss if the Litton preferred stock has been held by the holder for more than one year on the date of closing of the offer. Gain or loss must be calculated separately for each block of Litton preferred stock (i.e., shares acquired at the same time in a single transaction). Holders of Litton Preferred Stock Who Also Hold Litton Common Stock That is Tendered in the Offer A holder of Litton preferred stock who also holds Litton common stock and who participates in the offer will be taxed according to the rules described above for holders of Litton common stock who tender their stock in the offer. The cash received for any Litton preferred stock will be treated the same as cash received for Litton common stock. A-46 Treatment of Holders of Litton Common Stock in the Litton Merger The following discussion assumes that all holders of Litton common stock hold their stock as capital assets. Holders of Litton common stock who do not tender their stock pursuant to the offer will receive solely cash for their Litton common stock in the Litton merger. Holders of Litton Common Stock Who Tender No Stock in the Offer A holder of Litton common stock who does not tender any stock in the offer will receive cash in the Litton merger. Such a holder will recognize capital gain or loss equal to the difference between the tax basis of the Litton common stock surrendered in the Litton merger and the amount of cash received therefore. Such capital gain or loss will constitute long-term capital gain if the Litton common stock has been held by the holder for more than one year at the effective time of the merger. Gain or loss must be calculated separately for each block of Litton common stock (i.e., shares acquired at the same time in a single transaction). Holders of Litton Common Stock Who Tender Litton Common Stock in the Offer A holder of Litton common stock who tenders some (but not all) of that common stock in the offer will receive cash in the Litton merger for any Litton common stock that is not tendered in the offer. Such a holder will be taxed according to the rules described above for holders of Litton common stock who tender all their stock in the offer. The cash received in the Litton merger will be treated the same as cash received for Litton common stock tendered in the offer (except that the holding period for stock surrendered in the Litton merger will end on the merger effective date rather than the closing date of the offer). Reporting Requirements Each holder of Litton common stock that receives NNG common stock or NNG preferred stock pursuant to the offer will be required to retain records and file with such holder's federal income tax return a statement setting forth certain facts relating to the Litton merger. The statement and such records must include, among other things, the adjusted tax basis and number of shares of Litton common stock which you transfer pursuant to the offer and the number of shares and fair market value of the NNG common stock and NNG preferred stock received. This federal income tax discussion is for general information only and may not apply to all holders of Litton common stock and Litton preferred stock. Litton stockholders are urged to consult their own tax advisors as to the specific tax consequences of the offer and the Litton merger. A-47 THE AMENDED MERGER AGREEMENT The amended merger agreement is filed as an exhibit to the registration statement of which this offer to purchase or exchange is a part and is incorporated by reference herein. The following summary describes the material terms of the amended merger agreement. However, the legal rights and obligations of the parties are governed by the specific language of the amended merger agreement, and not this summary. The amended merger agreement sets forth the principal terms of the offer, including: . the consideration offered; . the exchange ratio for exchanging Litton common stock for NNG common stock and NNG preferred stock; . terms and conditions of the NNG preferred stock; . the elections available to tendering stockholders; . the procedures for pro rata reduction of elections to receive NNG stock if required because of the limited amounts of NNG common stock and NNG preferred stock available; and . the conditions to the offer. The amended merger agreement prohibits NNG from taking any of the following actions without the prior written consent of Litton: . any decrease in the amount of cash or stock consideration offered per share of Litton common or preferred stock; . any change in the form of consideration payable in the offer; . any decrease in the number of shares of common or preferred sought in the offer, except as disclosed under "The Offer--Possible Reduction in Number of Shares of NNG Common Stock"; . the imposition of additional conditions in the offer; . an amendment of the offer in a manner adverse to the holders of Litton common or preferred stock; . any reduction in the time in which the offer will remain open; or . any waiver of the minimum tender condition. The Northrop Reorganization Immediately prior to the acceptance for purchase and exchange of Litton common and Litton preferred stock in the offer, a wholly-owned subsidiary of NNG will merge with and into Northrop Grumman, in order that Northrop Grumman will become a wholly-owned subsidiary of NNG. That merger is referred to as the "Northrop reorganization." In the Northrop reorganization, all of the outstanding shares of capital stock of Northrop Grumman will become the same number of shares of the same class of capital stock of NNG. Outstanding options to acquire common stock of Northrop Grumman will become options to acquire common stock of NNG. The certificate of incorporation and bylaws of NNG will be identical, in all material respects, to the certificate of incorporation and bylaws of Northrop Grumman, and NNG will adopt a stockholder rights plan which is identical, in all material respects, to the stockholder rights plan of Northrop Grumman. The directors and officers of Northrop Grumman will constitute the board of directors and officers of NNG. Upon completion of the Northrop reorganization, the name of NNG will be changed to "Northrop Grumman Corporation" and the name of the present Northrop Grumman Corporation will be changed to "Northrop Grumman Systems Corporation." A-48 The common stock of Northrop Grumman following the Northrop reorganization (i.e. the NNG common stock) will be listed for trading on the NYSE, and certificates representing shares of Northrop Grumman common stock will continue to represent shares of common stock of Northrop Grumman Corporation. No vote of the stockholders of Northrop Grumman is required for the Northrop reorganization. The Litton Merger At the effective time of the Litton merger, LII Acquisition will merge with and into Litton. Litton will survive the Litton merger as a wholly-owned subsidiary of NNG. Conditions to the Completion of the Litton Merger The Litton merger is subject to the satisfaction or waiver of the following conditions: . if required by Delaware law, the Litton stockholders must have approved and adopted the amended merger agreement; . no statute, rule, regulation, executive order, decree, ruling or injunction must have been enacted, entered, promulgated, or enforced by any U.S. court or U.S. or European Union governmental entity prohibiting, restraining or enjoining consummation of the Litton merger; . the expiration or termination of the applicable waiting period under the HSR Act, approval of the Litton merger by the Commission of the European Union under Regulation (EEC) No. 4064/89 of the Council of the European Union; and . NNG must have purchased Litton common stock in the offer. Effective Time of the Litton Merger The Litton merger will become effective upon the filing of a certificate of merger with the Delaware Secretary of State or such later time as is mutually agreed by Northrop Grumman and Litton and is permissible in accordance with the Delaware General Corporation Law (referred to as "DGCL"). The filing of the certificate of merger will take place as soon as practicable after the closing of the Litton merger. Additional Effects of the Litton Merger and the Northrop Reorganization Upon completion of the Litton merger: . each share of common stock held as treasury stock by Litton or its subsidiaries or owned by NNG or its subsidiaries will be canceled without payment; . each outstanding share of capital stock of LII Acquisition will be converted into one share of common stock of Litton, as the surviving corporation; . each issued and outstanding share of Litton common stock will be converted into the right to receive the highest amount of cash equal to the per share amount of cash received by holders of Litton common stock who tendered their shares for cash in the offer; . each issued and outstanding share of Litton preferred stock, other than shares of Litton preferred stock held by NNG, will remain outstanding, without any change, as a share of preferred stock of Litton as the surviving corporation; . each outstanding share of Litton preferred stock held by NNG will be canceled; . the directors of LII Acquisition will become the directors of Litton as the corporation surviving the Litton merger; A-49 . the officers of Litton at the effective time of the Litton merger will become the officers of Litton as the corporation surviving the merger; . the certificate of incorporation of Litton, as in effect immediately prior to the effective time of the Litton merger, will be amended as of the effective time of the Litton merger to provide that Litton will be authorized to issue 3,000,000 shares of common stock, par value $1.00 per share, 600,000 shares of preferred stock, par value $5.00 per share, and 1,000 shares of preference stock, par value, $2.50 per share, and, as so amended, such certificate of incorporation will be the certificate of incorporation of Litton as the corporation surviving the Litton merger; and . the bylaws of Litton at the effective time of the Litton merger will become the bylaws of Litton as the corporation surviving the Litton merger. Upon completion of the Northrop reorganization: . the directors and officers of Northrop Grumman prior to the Northrop reorganization will be the directors and officers of both Northrop Grumman and NNG after the Northrop reorganization; . the certificate of incorporation of Northrop Grumman, as in effect immediately prior to the effective time of the Northrop reorganization, will be amended as of the effective time of the reorganization to change Northrop Grumman's name to "Northrop Grumman Systems Corporation" and to specify that any act or transaction by or involving Northrop Grumman that requires the approval of the stockholders of Northrop Grumman will also require the approval of the stockholders of NNG and, as so amended, such certificate of incorporation will be the certificate of incorporation of Northrop Grumman as the corporation surviving the reorganization; . the bylaws of Northrop Grumman at the effective time of the reorganization will become the bylaws of Northrop Grumman as the corporation surviving the Northrop reorganization; and . the certificate of incorporation and bylaws of NNG immediately following the effective time of the Northrop reorganization will contain provisions identical to the certificate of incorporation and bylaws of Northrop Grumman immediately prior to the effective time of the Northrop reorganization, except that the name of NNG will be changed to "Northrop Grumman Corporation." The Litton Board Upon the purchase of Litton common stock in the offer, NNG will be entitled to designate a number of Litton directors, constituting at least a majority of the Litton board, equal to the product of the number of Litton directors and the percentage that the number of shares of Litton common stock then held by NNG bears to the total number of outstanding Litton shares. Until the effective time of the Litton merger, Litton has agreed to use its best efforts to ensure that at least three members of Litton's board of directors as of January 23, 2001 remain members of Litton's board of directors. The amended merger agreement provides that, before the effective time of the Litton merger, if NNG designees are elected to the Litton board, the affirmative vote of a majority of the continuing Litton directors will be required to: . amend or terminate the amended merger agreement; . waive any of Litton's rights under the amended merger agreement; . extend the time for performance of Northrop Grumman's, NNG's or LII Acquisition's obligations under the amended merger agreement; or . approve any other action by Litton adversely affecting the rights of Litton's stockholders, other than Northrop Grumman, NNG or LII Acquisition, with respect to the transactions contemplated by the amended merger agreement. A-50 Litton Stock Options The amended merger agreement provides that each outstanding option to purchase shares of Litton common stock that is vested at the effective time of the Litton merger will be converted into the right to receive a cash payment equal to the difference between the exercise price per share of Litton common stock subject to the option and $80.00. At the effective time of the Litton merger, each of up to 1,244,523 outstanding options to purchase shares of Litton common stock that is unvested will become an option to purchase shares of NNG common stock. Any unvested options in excess of 1,244,523 will be converted pro rata into the right to receive a cash payment equal to the difference between the exercise price per share of Litton common stock subject to the option and $80.00 and subject to compliance with Section 424 of the Code. NNG may provide holders of vested options and holders of unvested options whose options would be converted into cash, the opportunity to elect, prior to the Litton merger, to convert their options into options to acquire NNG common stock on a pro rata basis. If NNG provides these optionholders with the election, conversion will be allowed only to the extent a vote of Northrop Grumman's or NNG's stockholders would not be required pursuant to applicable law or the rules of any national securities exchange. At the effective time of the Litton merger each outstanding share of restricted stock will vest and holders of shares of restricted stock will have the right to receive a cash payment equal to $80.00 per share or any greater cash amount paid per share of Litton common stock in the offer. For more information on the treatment of Litton stock options in connection with the offer and the Litton merger, please refer to Item 4 of Litton's Amended Solicitation/Recommendation Statement on Schedule 14D-9 which is being mailed to Litton stockholders together with this offer to purchase or exchange. Representations and Warranties The amended merger agreement contains customary representations and warranties relating to, among other things: . corporate organization and similar corporate matters of Northrop Grumman, Litton, NNG and LII Acquisition; . authorization, execution, delivery and enforceability of the amended merger agreement and approval and recommendation of the board of directors of each of Northrop Grumman, Litton, NNG, LII Acquisition and NGC Acquisition with respect to the amended merger agreement and the transactions contemplated thereby; . due authorization, execution, delivery, performance and enforceability of, and required consents, approvals and authorizations of governmental authorities relating to, the amended merger agreement and related matters pertaining to each of the parties to the amended merger agreement; . the capital structure of each of Northrop Grumman, NNG and Litton; . amendment of Litton's rights plan so that none of Northrop Grumman, NNG or LII Acquisition will be deemed an acquiring person; . no current default of Northrop Grumman, Litton or their subsidiaries under governing documents, agreements and applicable laws; . proper filing of all SEC reports by Litton since October 1, 1997 and by Northrop Grumman since December 31, 1997 and the accuracy of information contained in such documents; . non-contravention of governing documents and agreements of and laws applicable to each of Litton, Northrop Grumman, NNG, LII Acquisition and NGC Acquisition as a result of the transactions contemplated by the amended merger agreement; A-51 . financial statements included in documents filed by Northrop Grumman and Litton with the SEC, the accuracy of the information in such financial statements, compliance with applicable accounting standards and requirements in such financial statements; . resolutions of the board of directors of Litton recommending that the stockholders of Litton approve and adopt the amended merger agreement; . the accuracy of information supplied by each of Northrop Grumman, Litton, NNG, LII Acquisition and NGC Acquisition in connection with this offer to purchase or exchange and the registration statement of which it is a part; . the absence of pending or threatened material litigation of each of Northrop Grumman and Litton; . the absence of material events, changes or effects concerning Litton or its subsidiaries since July 31, 2000 through the date of the amended merger agreement; . the absence of material events, changes or effects concerning Northrop Grumman or its subsidiaries since September 30, 2000 through the date of the amended merger agreement; . compliance with applicable laws and required permits, licenses, variances, exemptions, orders and approvals of all governmental entities by Litton and Northrop Grumman and their respective subsidiaries; . receipt of a written opinion of Litton's financial advisor that the aggregate consideration to be received by holders of Litton common stock other than Northrop Grumman and its affiliates in connection with the offer and the Litton merger is fair from a financial point of view to holders of Litton common stock; . absence of brokers' or finders' fees and expenses to be paid by Northrop Grumman, Litton and LII Acquisition; . subsidiaries of Litton; . timely filing of tax returns and payment of taxes by Litton and the absence of any penalties or tax sharing agreements or indemnity agreements; . timely filing of tax returns by Northrop Grumman and the absence of any action by Northrop Grumman, NNG, NGC Acquisition or LII Acquisition that would prevent the offer and the Litton merger, taken together, from qualifying as a tax exempt exchange under Section 351 of the Code; . material employee benefit plans of Litton; . employment agreements with executive officers of Litton; . the Employee Retirement Income Security Act of 1974 for Litton and Northrop Grumman; . any acceleration of benefits under any plan of Litton as a result of the Litton merger; . the absence of pending or threatened material controversies between Litton or any of its subsidiaries and any of their respective employees; . software, intellectual property and infringement matters concerning Litton and Northrop Grumman; . the compliance by Litton and Northrop Grumman with all applicable federal, state, local and foreign environmental regulations, except where noncompliance would not have a material adverse effect on Litton or Northrop Grumman; . contracts and other commitments between Litton or Northrop Grumman on the one hand and the U.S. government or prime contractors to the U.S. government on the other hand; A-52 . the absence of any unlawful contributions, gifts or other unlawful uses of funds related to political activities or in violation of the Foreign Corrupt Practices Act of 1977, as amended, by Litton or its subsidiaries or Northrop Grumman or its subsidiaries; . confirmation by Litton that the affirmative vote of holders of a majority of Litton common stock, voting together as one class, is the only vote of stockholders necessary to approve and adopt the amended merger agreement; . the absence of actions or threats by Litton customers to cancel or terminate their relationship with Litton from July 31, 2000 to December 21, 2000; . material ownership interests of Litton in any customer of Litton or any customer's subsidiaries; . the requirement that Northrop Grumman have sufficient funds or firm commitment letters for the payment of cash consideration and the performance of its obligations under the amended merger agreement at the time the conditions to the offer are satisfied or waived and at the effective time of the Litton merger; . requisite actions taken by NNG to reserve for issuance the NNG common stock and NNG preferred stock to be issued in the Litton merger; . the receipt by Litton of copies of Northrop Grumman's commitment letters which Northrop Grumman obtained to provide funds for the offer and the Litton merger; . the absence of any obligation or liability or other activity by NNG, LII Acquisition or NGC Acquisition except obligations incurred in connection with formation of each of NNG, LII Acquisition or NGC Acquisition or in connection with the amended merger agreement; . the absence of a vote of Northrop Grumman's stockholders to approve and adopt the amended merger agreement; . the absence of a vote of NNG's stockholders, other than Northrop Grumman to approve and adopt the amended merger agreement and the Litton merger or the Northrop reorganization; . the absence of a vote of Northrop Grumman's or NNG's stockholders pursuant to the rules of any national securities exchange; . the absence of actions by Northrop Grumman customers from July 31, 2000 to December 21, 2000 canceling or terminating or threatening to cancel or terminate their relationship with Northrop Grumman or its subsidiaries; and . material ownership interests of Northrop Grumman in its customers or any subsidiaries of its customers. All representations and warranties of Northrop Grumman, Litton, NNG, LII Acquisition and NGC Acquisition expire at the time the Litton merger becomes effective or the amended merger agreement is terminated. A-53 Conduct of Business of Litton Prior to the Litton Merger Litton has agreed that Litton and its subsidiaries will carry on their respective businesses in the ordinary course in substantially the same manner as conducted before the date of the amended merger agreement and, to the extent consistent with such previous conduct, to preserve substantially intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers and others having significant business dealings with them. The amended merger agreement further provides that, except as expressly provided in the amended merger agreement or as set forth in the disclosure schedules thereto, during the period from the execution and delivery of the amended merger agreement to the effective time of the Litton merger, Litton will not, without the prior written consent of Northrop Grumman and LII Acquisition, and will not permit any of its subsidiaries to: . amend its governing documents; . issue or agree to issue any stock of any class or any other debt or equity equivalents, except for shares of Litton common stock (i) issued and sold under previously granted options, performance-based restricted stock or deferred stock units, (ii) issued and sold pursuant to rights previously granted or (iii) issued and sold by a subsidiary of Litton to any entity which is wholly-owned by Litton; . split, combine or reclassify any shares of capital stock, declare, set aside or pay any dividend or other distribution, or make any other actual, constructive or deemed distribution in respect of its capital stock, except dividend payments made on the Litton preferred stock and dividend or distribution payments made by a wholly-owned subsidiary of Litton to Litton or another wholly-owned subsidiary of Litton; . redeem or otherwise acquire any of its securities or any securities of any of its subsidiaries; . adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalitzation or other reorganization of Litton or any of its subsidiaries other than the Litton merger; . alter through merger, liquidation, reorganization, restructuring or any other fashion the corporate structure of ownership of any subsidiary, except as provided in the amended merger agreement; . (i) incur any debt except for borrowings under existing lines of credit or in the ordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible for the obligations of any other person except in the ordinary course of business and for obligations of subsidiaries of Litton incurred in the ordinary course of business; (iii) make any loans, advances or capital contributions to or investments in any other person; (iv) pledge or otherwise encumber shares of capital stock of Litton or its subsidiaries except in connection with certain borrowings; or (v) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material lien thereupon; . enter into, adopt, amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee in any manner or increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not contemplated by any plan and arrangement in effect as of the date of the amended merger agreement, subject to certain exceptions; . acquire, sell, lease or dispose of any assets in any single transaction or series of related transactions having a fair market value in excess of $10,000,000 in the aggregate other than in connection with outsourcing agreements entered into with customers of Litton or its subsidiaries and in the ordinary course of business; . change any of the accounting principles or practices used by Litton, except as a result of a change in law or in generally accepted accounting principles other than immaterial changes; . revalue in any material respect any of Litton's assets other than in the ordinary course of business or as required by generally accepted accounting principles; A-54 . (i) acquire any corporation, partnership or other business organization by merger, consolidation or acquisition of stock or assets, other than in connection with outsourcing agreements entered into with customers of Litton or its subsidiaries; (ii) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to Litton and its subsidiaries, taken as a whole; or (iii) authorize any new capital expenditure or expenditures which individually is in excess of $10,000,000 or capital expenditures in the aggregate are in excess of $210,000,000; provided that none of the foregoing shall limit any capital expenditure required pursuant to existing customer contracts or pursuant to Litton's existing capital expenditures budget; . make any material tax election or settle or compromise any income tax liability material to Litton and its subsidiaries, other than in the ordinary course of business; . settle or compromise any pending or threatened suit, action or claim relating to the offer and the Litton merger or which would have a material adverse effect on Litton; . commence any material research and/or development project or terminate any material research and/or development project that is ongoing, with certain exceptions; . amend the rights agreement between Litton and The Bank of New York dated as of August 17, 1994 and amended as of December 21, 2000 and January 23, 2001 in any manner that would permit any person other than Northrop Grumman or its affiliates to acquire more than 15% of the Litton common stock, or redeem the rights; or . take or agree to take any of the foregoing actions. Conduct of Business of Northrop Grumman and NNG Prior to the Litton Merger The amended merger agreement contains restrictions on Northrop Grumman's, its subsidiaries' and NNG's conduct of their respective businesses pending the effective time of the Litton merger or the termination of the amended merger agreement. These restrictions are designed to prevent major changes in Northrop Grumman and NNG until the Litton merger takes place, except to the extent Litton consents to the changes. In general, Northrop Grumman and NNG have agreed that neither Northrop Grumman nor its subsidiaries nor NNG will: . acquire or agree to acquire any entity if such transaction would prevent or materially delay the consummation of the offer, the Litton merger or the Northrop reorganization, other than the purchase of assets from suppliers, clients or vendors in the ordinary course of business; . amend their governing documents if such amendment would have a material adverse impact on the consummation of the offer, the Litton merger or the Northrop reorganization; . take any action that would prevent the offer, the Litton merger and the Northrop reorganization, taken together, from qualifying as an exchange described in Section 351 of the Code; . split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders, except for the payment of ordinary cash dividends in respect of the Northrop Grumman common stock; . adopt a plan of complete or partial liquidation or dissolution of Northrop Grumman or any of its material subsidiaries; or . take or agree to take any of the foregoing actions. Other Potential Acquirers The amended merger agreement prohibits Litton and its subsidiaries, officers, directors, employees, representatives and agents from providing non- public information to, or having discussions or negotiations A-55 with, anyone other than Northrop Grumman, NNG or LII Acquisition with respect to a potential third party acquisition of Litton, unless: . Litton's board of directors receives an unsolicited proposal from a third party. In this case Litton or its representatives may make such inquiries or conduct such discussions as the Litton board of directors, based on the advice of its legal counsel, may deem necessary to inform itself for the purpose of exercising its fiduciary duties; or . Litton's board of directors receives an unsolicited proposal from a third party that Litton's board of directors by a majority vote decides in good faith, after consultation with its financial advisor, is reasonably likely to be a "superior proposal" (as defined below). In this case Litton and its representatives may conduct such additional discussions or provide such information as Litton's board of directors shall decide, if the third party enters into a confidentiality agreement with terms similar to the confidentiality agreement between Litton and Northrop Grumman and a majority of Litton's board of directors decides in good faith, based on the advice of its legal counsel, that its actions are necessary to comply with Litton's board of directors' fiduciary duties. The amended merger agreement does not prohibit Litton's board of directors from taking and disclosing to Litton's stockholders a position contemplated by Rules 14d-9 and 14e-2 under the Exchange Act with regard to any tender offer. Litton's board of directors has agreed not to withdraw, change or modify its recommendation of the offer and the Litton merger or approve or recommend any third party acquisition, or cause Litton to enter into any agreement for a third party acquisition, unless a majority of Litton's board of directors decides in good faith, after consultation with and based upon the advice of its legal counsel, that it is required to do so in order to comply with its fiduciary duties, in which case the Litton board of directors may withdraw its recommendation of the offer and the Litton merger and approve or recommend a superior proposal if: . Litton has provided written notice to Northrop Grumman specifying the material terms, conditions and identity of the person making the superior proposal; and . Northrop Grumman has not made an equally favorable proposal within five business days of Northrop Grumman's receiving notice of a superior proposal. However, Litton may not enter into an agreement with respect to a superior proposal until the amended merger agreement is terminated and Litton has paid Northrop Grumman a termination fee in the amount of $110,000,000 as liquidated damages simultaneously with such termination. See "--The Amended Merger Agreement--Termination Fee; Expenses" on page 57. The amended merger agreement defines a "third party acquisition" to mean any of the following: . the acquisition of Litton by merger or otherwise by a party other than Northrop Grumman, LII Acquisition or any of their affiliates; . the acquisition of 20% of more of the assets of Litton and its subsidiaries taken as a whole by a party other than Northrop Grumman, LII Acquisition or any of their affiliates; . the acquisition of 20% or more of the outstanding Litton common stock by a party other than Northrop Grumman, LII Acquisition or any of their affiliates; . Litton's adoption of a plan of liquidation or the declaration or payment of an extraordinary dividend; . the repurchase of more than 20% of its outstanding common stock by Litton or any of subsidiaries; or . Litton's acquisition by merger, purchase of stock or assets, joint venture or otherwise of a direct or indirect ownership interest or investment in any business whose annual revenues, net income or assets is equal to or greater than 20% of the annual revenues, net income or assets of Litton. A-56 The amended merger agreement defines a "superior proposal" as any bona fide proposal: . to acquire 50% or more of the common stock of Litton or substantially all the assets of Litton for cash and/or securities; and . that is determined by the Litton board of directors by a majority vote, based on the advice of its financial advisor, to be more favorable, from a financial point view, to Litton's stockholders than the Litton merger. Litton has agreed to promptly advise Northrop Grumman of any request for information relating to a third party acquisition proposal or any inquiry relating to or which could result in a third party acquisition proposal, including the terms, conditions and the identity of the person submitting the third party proposal. Litton has also agreed to inform Northrop Grumman of the status and any developments regarding any third party acquisition proposal. Litton Stockholders Meeting If required by applicable law to complete the Litton merger, the amended merger agreement requires Litton as soon as practicable after consummation of the offer to call a meeting of its stockholders to consider and vote upon the adoption and approval of the amended merger agreement and to prepare and file with the SEC a proxy statement. Under the amended merger agreement, at any such meeting, Northrop Grumman, NNG and their subsidiaries have agreed to vote all Litton shares acquired in the offer or otherwise beneficially owned by them in favor of adoption of the amended merger agreement. Litton's board of directors may withdraw, modify or amend its recommendation that Litton common stockholders accept the offer and that Litton stockholders approve and adopt the amended merger agreement and the Litton merger if: . Litton receives a superior proposal; and . Litton's board of directors determines in its good faith judgment by a majority vote, based on the advice of its legal counsel, that it is required to recommend the superior proposal to comply with its fiduciary duties. Litton has also agreed to use all reasonable efforts to: . obtain and provide the information required to be included in the proxy statement; . respond promptly to any comments from the SEC concerning the proxy statement, after consultation with Northrop Grumman and NNG; . mail the proxy statement to Litton's stockholders as soon as possible after the expiration or termination of the offer; and . obtain the necessary approvals of Litton's stockholders of the amended merger agreement. Access to Information and Confidentiality Litton has agreed to give Northrop Grumman and its representatives, and Northrop Grumman and its representatives have agreed to: . give Litton reasonable access during normal business hours to all employees, plants, offices, warehouses and other facilities; . give Litton reasonable access during normal business hours to all books and records of itself and its subsidiaries; . to furnish the other party with financial and operating data and such other information concerning its business and properties and those of its subsidiaries as may be reasonably requested; and . to permit the other party to make inspections as may be reasonably required. A-57 Confidentiality The amended merger agreement provides that Litton is not required to provide certain confidential information. Litton and Northrop Grumman have entered into a confidentiality agreement relating to all documents and information provided to the other party in connection with the offer, the Litton merger and the Northrop reorganization. Additional Agreements Each of Litton, Northrop Grumman, NNG and LII Acquisition has agreed to: . use all reasonable best efforts to take, or cause to be taken, all reasonable actions necessary, proper or advisable to consummate and make effective as promptly as practicable the offer, Litton merger and the Northrop reorganization; . reasonably cooperate with the others in connection with actions necessary to consummate the offer, Litton merger and the Northrop reorganization; . use all reasonable efforts to obtain all necessary waivers, consents and approvals from other parties to material loan agreements, leases and other contracts; . use all reasonable efforts to obtain all consents, approvals and authorizations that are required to be obtained under any federal, state, local or foreign law or regulation; . use all reasonable efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the offer, Litton merger and Northrop reorganization; . use all reasonable efforts to effect all necessary registrations and filings including, but not limited to, filings and submissions of information requested or required by any domestic or foreign government or governmental or multinational authority, including, the Antitrust Division of the Department of Justice, the Federal Trade Commission, any State Attorney General, or the European Commission (referred to collectively as "governmental antitrust authority"); . use all reasonable efforts to fulfill all conditions to the amended merger agreement; and . use all reasonable efforts to prevent the entry, enactment or promulgation of a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties to consummate the offer, the Litton merger and the Northrop reorganization. None of Northrop Grumman, NNG and LII Acquisition has to take any of the above actions if such action would have a material adverse effect on the business, assets, long-term earning capacity or financial condition of Northrop Grumman, Litton or their respective subsidiaries, taken as a whole. Antitrust Approvals Each of Litton, Northrop Grumman, NNG and LII Acquisition has agreed to: . use their best efforts to resolve any objections that may be asserted with respect to the offer, the Litton merger or the Northrop reorganization under any antitrust, competition or trade regulatory laws or regulations of any domestic or foreign government or governmental or multinational authority (collectively, the "antitrust laws"); . use their best efforts to avoid the entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent, or unreasonably delay the consummation of the offer, Litton merger, Northrop reorganization; and A-58 . take any and all steps necessary to avoid or eliminate any impediment, including the institution of proceedings, under any antitrust laws that may be asserted by any governmental antitrust authority with respect to the offer, the Litton merger, and the Northrop reorganization, including: . proposing, negotiating, committing to and effecting the sale, divestiture or disposition of such assets or businesses of Northrop Grumman or its subsidiaries, Litton or its subsidiaries; or . otherwise taking or committing to take any action that limits its freedom of action with respect to any of the businesses, product lines or assets of Northrop Grumman or its affiliates, Litton or its affiliates, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or unreasonably delaying the consummation of the offer, the Litton merger or the Northrop reorganization. None of Northrop Grumman, NNG and LII Acquisition has to take any of the above actions if the taking of such action would have a material adverse effect on the business, assets, long-term earning capacity or financial condition of Northrop Grumman and Litton and their respective subsidiaries, taken as a whole. Each of Litton, Northrop Grumman, NNG and LII Acquisition also agreed to keep the other parties apprised of the status of matters relating to the completion of the offer, the Litton merger and the Northrop reorganization and to reasonably cooperate in connection with obtaining the requisite approvals, consents or orders of any governmental antitrust authority, including: . cooperating with the other parties in connection with filings under the HSR Act or any other antitrust laws; . providing copies of filings under the HSR Act or any other antitrust laws to the non-filing parties and their advisers prior to filing, other than documents containing confidential business information that will be shared only with outside counsel to the non-filing parties, and if requested, to accept all reasonable additions, deletions or changes suggested in connection with any such filing; . furnishing to each other all information required for any application or other filing to be made pursuant to the HSR Act or any other antitrust laws in connection with the offer, the Litton merger and the Northrop reorganization; . promptly notifying the other parties of any communications from or with any governmental antitrust authority with respect to the offer, the Litton merger or the Northrop reorganization; . permitting the other parties to review in advance and considering in good faith the views of the other parties in connection with any proposed communication with any governmental antitrust authority in connection with proceedings under or relating to the HSR Act or any other antitrust laws; . not agreeing to participate in any meeting or discussion with any governmental antitrust authority in connection with proceedings under or relating to the HSR Act or any other antitrust laws unless it consults with the other parties in advance, and, to the extent permitted by such governmental antitrust authority, gives the other parties the opportunity to attend and participate thereat; and . consulting and cooperating with the other parties in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other antitrust laws. If any party or any of their respective affiliates receives a request for additional information or documentary material from any governmental antitrust authority with respect to the offer, the Litton merger or the Northrop reorganization, such party will endeavor in good faith to make, or cause to be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such request. Northrop Grumman, NNG and LII Acquisition will advise Litton promptly in respect of any understandings, A-59 undertakings or agreements which Northrop Grumman, NNG and LII Acquisition propose to make or enter into with any governmental antitrust authority in connection with the offer, the Litton merger or the Northrop reorganization. Directors' and Officers' Liability Insurance and Indemnification The amended merger agreement provides that Northrop Grumman and Litton, as the surviving corporation in the Litton merger, will jointly and severally indemnify and hold harmless the current and former directors and officers of Litton or any of its subsidiaries against: . all losses, claims, damages, costs, expenses, settlement payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of Litton or any of its subsidiaries whether or not pertaining to any matter existing or occurring at or prior to the effective time of the Litton merger and whether or not asserted or claimed prior to or at or after the effective time of the Litton merger (collectively, "indemnified liabilities"); and . all indemnified liabilities based on or arising out of or pertaining to the amended merger agreement or the offer, the Litton merger or the Northrop reorganization, to the fullest extent required or permitted under applicable law or under the governing documents of Litton, as the surviving corporation of the Litton merger, provided, however, that the provisions of the governing documents of Litton, as the surviving corporation of the Litton merger relating to indemnification and exoneration from liability will be at least as favorable as the provisions of Litton's governing documents as of the date of the amended merger agreement. Furthermore, each of Litton, Northrop Grumman and NNG intend, to the extent not prohibited by applicable law, that the indemnification described above will apply to negligent acts or omissions by current and former directors and officers of Litton or any of its subsidiaries. The amended merger agreement provides that Litton, as the surviving corporation in the Litton merger, will maintain for six years after the Litton merger directors' and officers' liability insurance on terms no less favorable than Litton's current insurance policy, subject to a limitation on the amount of the premium required to be paid for the insurance to 300% of the amount paid as of December 21, 2000. Employee Matters Except as otherwise provided in the amended merger agreement, NNG has agreed to assume and honor in accordance with their terms all Litton employee plans and all employment agreements disclosed to Northrop Grumman and all accrued benefits vested thereunder. In addition, for a period of not less than two years from the effective time of the Litton merger, NNG has agreed to provide current and former employees of Litton and its subsidiaries ("Litton employees"), for a period of not less than two years following the effective time of the Litton merger, with employee benefits in the aggregate no less favorable than those benefits provided to Litton employees immediately prior to the effective time of the Litton merger. However, Northrop Grumman is not prevented from terminating any employment agreement or employee plan in accordance with its terms or reducing the employment or otherwise changing the compensation or employee benefits of any individual Litton employee. Under any new employee benefit plan enacted by NNG, a Litton employee will be credited with all years of services for which such Litton employee was credited before the effective time of the Litton merger under similar Litton employee plans, except to the extent such credit would result in a duplication of benefits. Each Litton employee will be immediately eligible to participate in any new employee benefit plans to the extent coverage under the new employee benefit plan replaces coverage under a comparable Litton employee plan in which such Litton employee participated immediately prior to the effective time of the Litton merger. In A-60 addition, NNG will assume and honor Litton's obligations to provide lifetime benefits under Litton's Supplemental Medical Insurance Plan. Furthermore, NNG has agreed not to demand repayment of the loans outstanding under Litton's Incentive Loan Program before December 31, 2001. On or before January 31, 2001, Litton has agreed to provide Northrop Grumman with copies of certain documents and information pertaining to employee plans, employee agreements and arrangements. Additional Covenants Each of Northrop Grumman, LII Acquisition and Litton has undertaken additional covenants in the amended merger agreement. The following summarizes the principal additional covenants. Each of Northrop Grumman, NNG, LII Acquisition and Litton has agreed to: . consult with each other before issuing press releases or public statements regarding the offer, Litton merger and Northrop reorganization. Northrop Grumman has agreed to: . cause NNG to issue a press release prior to the opening of trading on the second full trading day prior to the expiration of the offer announcing the exchange ratio for exchanging shares of Litton common stock for NNG common stock; . use reasonable best efforts to list the NNG common stock and NNG preferred stock to be issued in the offer on the NYSE; and . cause NNG to file an amended and restated certificate of incorporation and certificate of designations of the rights, preferences and privileges of the NNG preferred stock in the forms attached to the amended merger agreement with the Secretary of the State of Delaware. Northrop Grumman or NNG, as applicable, have agreed to: . use reasonable efforts to seek at its 2001 annual stockholder meeting stockholder approval for the issuance of shares of NNG common stock upon conversion of NNG preferred stock. Litton has agreed to: . provide Litton's quarterly unaudited balance sheet and related financial statements to Northrop Grumman within 25 business days after the end of each fiscal quarter. Termination Events The amended merger agreement may be terminated at any time prior to the purchase of Litton common stock in the offer: . by the mutual written consent of Northrop Grumman, LII Acquisition and Litton; or . by either Northrop Grumman and LII Acquisition or Litton if: . any court of competent jurisdiction or other U.S. or European Union governmental entity issues a non-appealable, final ruling prohibiting the offer, Litton merger or Northrop reorganization; . the offer is not completed by September 15, 2001; unless the party seeking to terminate the amended merger agreement is responsible for the delay due to that party's failure to fulfill its obligations under the amended merger agreement; or . by Northrop Grumman and LII Acquisition if: . Litton breaches any representation or warranty in the amended merger agreement or if any representation or warranty of Litton becomes untrue and such breach would have a material adverse effect on the business, assets, long-term earning capacity or financial condition of Litton and its subsidiaries and such breach is not capable of being rectified by September 15, 2001; A-61 . Litton breaches any covenants or agreements in the amended merger agreement that would have a material adverse effect on the business, assets, long-term earning capacity or financial condition of Litton and its subsidiaries or would materially adversely affect or materially delay the consummation of the offer, the Litton merger or the Northrop reorganization, and the breach has not been cured within twenty business days after Northrop Grumman or LII Acquisition gives Litton notice of such breach, so long as neither Northrop Grumman nor LII Acquisition has not breached any of its obligations under the amended merger agreement; . Litton's board of directors enters into, or recommends to its stockholders, a superior proposal; . Litton's board of directors withdraws, modifies or changes its approval or recommendation of the amended merger agreement, the offer, Litton merger or Northrop reorganization or adopts any resolution to such effect; . a third party acquisition occurs, except that, the definition of third party acquisition relating to the acquisition of Litton common stock will be deemed to occur only upon the acquisition by a third party of 50% or more of the outstanding Litton common stock; or . by Litton if: . Northrop Grumman, NNG or LII Acquisition breaches any representation or warranty in the amended merger agreement or any representation or warranty becomes untrue and such breach would have a material adverse effect on the business, assets, long-term earning capacity or financial condition of Northrop Grumman or would materially adversely affect the consummation of the offer, Litton merger or the Northrop reorganization and is not cured within twenty business days after notice by Litton of such breach, so long as Litton has not breached any of its obligations under the amended merger agreement; or . Northrop Grumman, NNG or LII Acquisition breaches any of their respective covenants or agreements under the amended merger agreement and such breach would have a material adverse effect on the business, assets, long-term earning capacity or financial condition of Northrop Grumman or would materially adversely affect the consummation of the offer, Litton merger or the Northrop reorganization and is not cured within twenty business days after notice by Litton of such breach, so long as Litton has not breached any of its obligations under the amended merger agreement; or . Litton's board of directors receives a superior proposal and resolves to accept the superior proposal after providing Northrop Grumman an opportunity to make an equally favorable proposal, and paying Northrop Grumman $110,000,000 in liquidated damages. Termination of the amended merger agreement by the parties as described above will void the agreement without any liability to Northrop Grumman, NNG, LII Acquisition, or Litton or any of their affiliates, directors, officers or stockholders, other than: . the liability for breach of the amended merger agreement; . the obligations of the parties to keep confidential all nonpublic information furnished in connection with the offer and Litton merger; and . the liquidated damages and expense provisions described immediately below. Termination Fee; Expenses Litton has agreed to pay Northrop Grumman $110,000,000 as liquidated damages within three business days after the termination of the amended merger agreement, if the amended merger agreement is terminated: . By Northrop Grumman and LII Acquisition because Litton's board of directors enters into or recommends to its stockholders a superior proposal; A-62 . By Northrop Grumman and LII Acquisition because Litton's board of directors withdraws, modifies or changes its approval or recommendation of the amended merger agreement, the offer, Litton merger or Northrop reorganization or adopts any resolution to such effect; . By Northrop Grumman and LII Acquisition because a third party acquisition occurs, except that, the definition of third party acquisition relating to the acquisition of Litton common stock will be deemed to occur only upon the acquisition by a third party of 50% or more of the outstanding Litton common stock; . By Litton because Litton's board of directors receives a superior proposal and resolves to accept such superior proposal, except that, Litton must pay the $110,000,000 liquidated damages fee simultaneously with such termination; . By Northrop Grumman and LII Acquisition because Litton breaches its covenants or agreements contained in the amended merger agreement and such breaches would have a material adverse effect on the business, assets, long-term earnings capacity or financial condition of Litton and its subsidiaries, and within twelve months after termination of the amended merger agreement Litton enters into an agreement with respect to or consummates an acquisition by a third party: . with whom Litton had negotiations concerning a third party acquisition; . to whom Litton furnished information in connection with a third party acquisition; . who had submitted a proposal for a third party acquisition at the time of the breach, in each case after December 21, 2000 and prior to the termination of the amended merger agreement; or . By Northrop Grumman and LII Acquisition if the offer is not completed by September 15, 2001; as long as neither Northrop Grumman nor LII Acquisition is principally responsible for the delay due to its failure to fulfill its obligations under the amended merger agreement, and: . the minimum tender condition is not satisfied; . there is an outstanding publicly announced offer by a third party to consummate a third party acquisition; . no other condition of the offer is unsatisfied; and . within twelve months thereafter Litton enters into an agreement with respect to a third party acquisition or a third party acquisition occurs in either case involving the third party referred to above. Except for the liquidated damages described above, each party will pay its own expenses in connection with the amended merger agreement. A-63 OTHER AGREEMENTS The Stockholder's Agreement The stockholder's agreement is filed as an exhibit to the registration statement of which this offer to purchase or exchange is a part and is incorporated by reference herein. The following summary describes the material terms of the stockholder's agreement. However, the rights of the parties are governed by its specific terms and provisions and not this summary. Effective as of January 23, 2001, Northrop Grumman, NNG and Unitrin, a principal stockholder of Litton, entered into the stockholder's agreement described below. Unitrin and its subsidiaries collectively hold an aggregate of 12,657,764 outstanding shares of Litton common stock, representing approximately 27.8% of the outstanding Litton common stock as of January 23, 2001. Tender and Voting of Shares. Unitrin has agreed to: . tender all of the shares of Litton stock owned by it and its subsidiaries in the offer, and elect to receive (a) NNG preferred stock in the offer, with respect to at least 3,750,000 shares of Litton common stock it owns and (b) NNG common stock in exchange for the remainder of the shares it owns; . specify Alternative A in connection with its tender; . vote its shares of Litton stock at any meeting of the Litton stockholders: . in favor of the Litton merger and the amended merger agreement; . against any action which could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the offer, Litton merger and Northrop reorganization or the consummation of these transactions; and . in favor of any other matter necessary for consummation of the offer, Litton merger and Northrop reorganization considered at a meeting of the Litton stockholders. In addition, Unitrin and its subsidiaries have agreed not to withdraw their tenders or elections unless the stockholder's agreement is terminated. No Inconsistent Arrangements. Other than actions contemplated in the amended merger agreement and the stockholder's agreement, Unitrin has agreed not do any of the following: . transfer or consent to any transfer of the shares of Litton stock it owns or interest therein; . create or permit to exist any pledge, lien, security interest, mortgage, trust, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or encumbrance of any kind on the shares of Litton stock it owns; . enter into any contract, option or other agreement or understanding to any transfer of any of shares of Litton stock it owns or interest therein; . grant any proxy, power-of-attorney or other authorization in or with respect to its shares of Litton stock; . deposit its shares of Litton stock into a voting trust or enter into a voting agreement or arrangement with respect to its shares of Litton stock; or . take any other action that would in any way restrict, limit or interfere with the performance of its obligations under the stockholder's agreement or the amended merger agreement. Proxy. Unitrin and three of its subsidiaries which own Litton common stock granted NNG and Northrop Grumman, or any nominee of NNG and Northrop Grumman, an irrevocable proxy for all of the shares of Litton common stock Unitrin and such subsidiaries own to vote on the matters and in the manner discussed above at every Litton stockholders meeting. A-64 Stop Transfer. Unitrin cannot request that Litton register the transfer of any shares of its Litton stock, unless the transfer is made in compliance with the stockholder's agreement. No Solicitation. Unitrin and its subsidiaries have agreed not to or permit any of their officers, directors, employees, agents or representatives to: . solicit or initiate, or encourage any inquiries regarding or the submission of, any proposal for a third party acquisition; or . enter into any agreement or proposal with respect to any proposal for a third party acquisition. Unitrin and its subsidiaries have agreed to cease any existing discussions, activities or negotiations with any parties concerning a third party acquisition. In addition, Unitrin has agreed to notify Northrop Grumman of the existence of any proposal, discussion, negotiation or inquiry received by it, and to provide Northrop Grumman with the terms of any proposal, discussion, negotiation or inquiry which it may receive and the identity of the person making such proposal or inquiry or engaging in such discussion or negotiation. The stockholder's agreement does not prevent Unitrin and its subsidiaries from complying with their obligations under Section 13(d) of the Exchange Act. Representations And Warranties. The stockholder's agreement contains customary representations and warranties of Unitrin, relating to, among other things: . authorization, execution, delivery and performance of the stockholder's agreement, tendering of the shares of Litton stock, appointment of NNG and Northrop Grumman as proxy and consummation of the transactions contemplated by the stockholder's agreement; . enforceability of the stockholder's agreement; . no conflict with or violation of any applicable laws; . no breach of or default under any note, bond, mortgage, indenture, contract, agreement lease, license, permit, franchise or other instruments and applicable law; . no consents, approvals, authorizations or permits of, or the filing with or notification to any governmental or regulatory authority, domestic or foreign, are required, subject to limitation; . ownership of the shares of Litton stock; and . the shares of Litton stock being free and clear of any pledge, lien, security interest, mortgage, trust, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or encumbrance of any kind. The stockholder's agreement also contains customary representations and warranties of NNG and Northrop Grumman, relating to, among other things: . organization, good standing and similar corporate matters; . authorization, execution, delivery and enforceability of the stockholder's agreement; . no conflict with or violation of any applicable law; . no breach of or default under any note, bond, mortgage, indenture, contract, agreement lease, license, permit, franchise or other instruments and applicable law; and . no consents, approvals, authorizations or permits of, or the filing with or notification to any governmental or regulatory authority, domestic or foreign, are required, subject to limitation. A-65 Termination. The stockholder's agreement provides that the stockholder's agreement and the proxies granted under the stockholder's agreement will terminate: . upon the mutual written consent of the parties; . automatically upon the termination of the amended merger agreement; . at the election of Unitrin after September 15, 2001; and . automatically upon the effective time of the Litton merger. The covenants and agreements of Unitrin and its subsidiaries and the proxies will terminate at Unitrin's election if Northrop Grumman and NNG: . amend or provide any waiver of the amended merger agreement without Unitrin's prior written consent, if such amendment or waiver would: . change the amount or terms of the NNG common stock or the NNG preferred stock that Unitrin and its subsidiaries would receive in the offer, the Litton merger or upon conversion of the NNG preferred stock; . change the U.S. tax treatment to Unitrin or its subsidiaries or the offer and Litton merger; . materially adversely affect Unitrin's and its subsidiaries' interests; . take any actions having the effect of any of the foregoing; or . materially breach the stockholder's agreement. The Registration Rights Agreement The registration rights agreement is filed as an exhibit to the registration statement, of which this offer to purchase or exchange is a part, and is incorporated by reference herein. The following summary describes the material terms of the registration rights agreement. However, the rights of the parties are governed by its specific terms and conditions and not this summary. Effective as of January 23, 2001, Northrop Grumman, NNG and Unitrin entered into the registration rights agreement described below. Unitrin, its subsidiaries and affiliates and approved transferees may request that NNG register all or a portion of its shares so long as the aggregate offering to the public is at least $100,000,000. NNG is required to file three registration statements in response to a demand for registration by Unitrin and NNG is not required to file more than one registration statement in any six month period. NNG may postpone the filing of any registration statement for up to 75 days if NNG would be required to disclose nonpublic information and NNG's board of directors determines that disclosure of such nonpublic information would materially and adversely affect an existing or pending material business, transaction or negotiation or otherwise materially and adversely affect Northrop Grumman. NNG may exercise this right to postpone once in any 12 month period. If NNG registers any securities for public sale, Unitrin will have the right to include its shares in this registration. Unitrin's right, however, does not apply to a registration statement relating to any of NNG's employee benefit plans or to a corporate reorganization. If marketing reasons dictate, the managing underwriter of any underwritten offering will have the right to limit the number of shares registered by Unitrin and its subsidiaries and affiliates to be included in the registration statement on a pro rata basis to the extent required. NNG is not obligated to register securities pursuant to the registration rights described above if, in the opinion of NNG's counsel, the sale or disposition of all of Unitrin's registrable securities may be effected without registering such registrable securities under the Securities Act, except with respect to a demand registration pursuant to an underwritten public offering. A-66 Either NNG or Northrop Grumman will pay all expenses incurred in connection with the filings described above. In addition, Unitrin may be required to agree not to sell its shares of NNG stock during the 7 day period prior to, and during the 90 day period beginning with, the effectiveness of such registration statement. Change of Control Severance Agreements Litton is party to change of control employment agreements with 53 of its executives, including all its executive officers. The parties to the amended merger agreement acknowledged and agreed that the consummation of the offer will constitute a "change of control" under these agreements. Accordingly, upon termination of employment by the executive officer for "good reason" or "without cause" by Litton within three years following the change of control, or, if the executive officer terminates employment for any reason during the 30-day period following the first anniversary of the change of control, the executive officer will be entitled to three times the executive officer's base salary and highest bonus award of any type, including, without limitation, any annual or signing bonus paid during the last three full fiscal years, continuation of welfare benefits for three years, three years of service credit under Litton's pension plan and, if applicable, the Supplemental Executive Retirement Plan, and provision of certain other benefits in accordance with Litton's plans and practices. On December 21, 2000, the compensation and selection committee of the Litton board of directors specified that the following comprise these other benefits: . Incentive Loan Program: . use of a company automobile by the executive officer without cost, with a tax gross-up, for three years following termination; . executive financial planning for an additional year following termination; . Directors' and Officers' Liability Insurance for six years following termination; . continued participation in the Hyatt Legal Plan for three years following termination; and . educational assistance programs for three years following termination. In addition, the compensation and selection committee of the Litton board of directors specified that the welfare plan benefits that continue under the agreements during the three-year period following termination include: . the supplemental medical insurance plan for key executive employees; . the executive survivor benefit plan; and . the executive physical plan. Under the terms of the change of control employment agreements, Litton will also pay any legal fees and expenses incurred by the executive officer in connection with a dispute arising out of the subject matter of the agreement. If any payment received under an executive officer's change of control employment agreement or otherwise is subjected to the excise tax imposed under Section 4999 of the Code, the executive officer is entitled to an additional payment to restore the executive officer to the same after-tax position that the executive officer would have been in if the excise tax had not been imposed. On December 21, 2000, Dr. Sugar's change of control employment agreement, dated June 21, 2000, was modified to clarify the intent of both parties that Dr. Sugar's letter agreement, dated June 21, 2000, was not to be superseded by his change of control employment agreement. It is estimated that the total maximum amount of cash severance payable to each executive officer under these agreements, not including any excise tax gross-up, would be: $6,188,052 for Mr. Brown, $5,000,000 for Dr. Sugar, $3,084,869 for Mr. Steuert, $2,997,540 for Mr. St. Pe, $3,366,800 for Mr. Halamandaris, and $16,128,160 for all remaining executive officers as a group. A-67 Employment Agreement between Northrop Grumman and Dr. Sugar. On December 21, 2000, Northrop Grumman entered into a letter agreement with Dr. Sugar pursuant to which Dr. Sugar will serve as Corporate Vice President of Northrop Grumman, President and Chief Executive Officer of Litton, and a member of the board of directors of Northrop Grumman effective upon the closing date of the Litton merger, provided that the Litton merger closes on or before December 31, 2001. On January 31, 2001, Northrop Grumman and Dr. Sugar amended the letter agreement to provide that Dr. Sugar would be named as an officer and director of NNG. In general, under the terms of this letter agreement, Northrop Grumman assumes Litton's obligations under Dr. Sugar's change of control employment agreement and his letter agreement dated June 21, 2000. However, Dr. Sugar's rights under those agreements are modified in two respects. First, Dr. Sugar will not be entitled to severance benefits under those agreements if he terminates his employment during the employment period commencing on the closing date of the Litton merger and ending on the later of (i) the date six months following the closing date or (ii) December 31, 2001, although he will retain the right to receive severance benefits if he terminates his employment after that employment period on the basis of an event that occurs during that employment period that constitutes "good reason" under his change of control employment agreement or a "constructive termination without cause" prior to December 31, 2001 under the letter agreement dated June 21, 2000. Second, during the 30-day period following such employment period, Dr. Sugar will have the right to voluntarily terminate his employment for any reason and such termination will be considered a termination for "good reason" under his change of control employment agreement and a "constructive termination without cause" prior to December 31, 2001 under the letter agreement dated June 21, 2000. The letter agreement affirms that in the event of any such termination, Dr. Sugar will be entitled to a total severance benefit under those agreements equal to the greater of (i) $5,000,000 or (ii) three times the sum of his annual base salary and highest bonus award during the last three full fiscal years. In addition, the letter agreement will not affect Dr. Sugar's right to accelerated vesting of stock options or restricted stock upon the consummation of the offer. On January 31, 2001, this letter agreement was amended by a second letter agreement to clarify that references to Northrop Grumman will mean, after the effective time of the Litton merger, the corporation then called Northrop Grumman Corporation and formerly known as NNG, Inc. Confidentiality Agreement The confidentiality agreement described below is filed as an exhibit to the Schedule TO filed by Northrop Grumman and LII Acquisition on January 5, 2001 and subsequently amended, and is incorporated herein by this reference. The following summary describes the material terms of the agreement. However, the rights of the parties are governed by its specific terms and provisions and not this summary. On June 23, 2000, Northrop Grumman and Litton entered into a confidentiality letter agreement dated as of the same date. The confidentiality agreement contains customary provisions pursuant to which, among other matters, Northrop Grumman and Litton have mutually agreed, subject to certain exceptions, to keep confidential all non-public, confidential or proprietary information exchanged between each other, including analyses, compilations, forecasts, studies, notes, summaries, reports, analyses or other materials derived from the information exchanged, and to use such confidential information solely for the purpose of evaluating a possible transaction involving Northrop Grumman and Litton, together with any of their subsidiaries or affiliates. Northrop Grumman and Litton each agreed not to solicit certain members of the other's directors, officers or employees with whom they have had dealings for employment for a period of two years from June 23, 2000. Northrop Grumman and Litton also agreed for the same period not to: . acquire more than one percent of any securities of the other party or any of its subsidiaries; . solicit proxies or consents with respect to the other party or any of its subsidiaries; . seek to advise, control or influence the management, board of directors or policies of the other party or any of its subsidiaries; . make any proposal or any public announcement relating to a tender or exchange offer for securities of the other party or any of its subsidiaries . enter into any discussions or understandings with any third party with respect to any of the foregoing; or . advise, assist or encourage any other person in connection with any of the foregoing. A-68 RATIO OF COMBINED EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS The following table sets forth the ratios of combined earnings to fixed charges and preferred dividends of Northrop Grumman for the one year period ended December 31, 2000 and pro forma combined ratios of Northrop Grumman and Litton for the year ended December 31, 2000. The Pro Forma Ratios of Combined Earnings to Fixed Charges and Preferred Dividends are based upon the historical financial statements of Northrop Grumman and Litton adjusted to give effect to the business combination. Two pro forma transaction scenarios are presented: Minimum Equity Issuance and Maximum Equity Issuance. The Minimum Equity Issuance scenario is based upon the assumption that Unitrin, Inc. tenders its shares of Litton common stock for NNG stock as described in "Other Agreements--The Stockholder's Agreement" beginning on page 59 of this offer to purchase or exchange and all other shareholders tender their shares of Litton common stock for cash. The Maximum Equity Issuance scenario is based upon the assumption that the maximum number of shares of NNG common stock (i.e. 13,000,000) and the maximum number of shares of NNG preferred stock (i.e. 3,500,000) are issued, with the remainder of the purchase price paid in cash. The pro forma amounts have been developed from (a) the audited consolidated financial statements of Northrop Grumman contained in Northrop Grumman's Annual Report on Form 10-K as filed on March 1, 2001, and subsequently amended on March 2, 2001, and March 8, 2001, which are incorporated by reference in this offer to purchase or exchange, and (b) the audited consolidated financial statements contained in Litton's Annual Report on Form 10-K for the fiscal year ended July 31, 2000, which is incorporated by reference in this offer to purchase or exchange. In addition, the audited consolidated financial statements contained in Litton's Annual Report on Form 10-K for the fiscal year ended July 31, 1999 and the unaudited consolidated financial statements of Litton contained in Litton's Quarterly Reports on Form 10-Q for the periods ended January 31, 2000 and 2001 have been used to bring the financial reporting periods of Litton to within 31 days of those of Northrop Grumman.
Pro Forma --------------- Year ended December 31, 2000 --------------- Fiscal Year Ended December 31, Minimum Maximum ------------------------ Equity Equity 2000 1999 1998 1997 1996 ------- ------- ---- ---- ---- ---- ---- Fixed Charges Ratio: .................. 2.60 2.72 5.26 3.78 2.11 2.68 2.50
For purposes of computing the ratios of combined earnings to fixed charges and preferred dividends, earnings represent earnings from continuing operations before income taxes and fixed charges, and fixed charges consist of interest expense, the portion of rental expense calculated to be representative of the interest factor, and preferred stock dividend. The ratios of earnings to fixed charges should be read in conjunction with the financial statements and other financial data included or incorporated by reference in this offer to purchase or exchange. See "Additional Information" on page 83. A-69 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The Unaudited Pro Forma Condensed Combined Financial Information of Northrop Grumman and Litton presented below is derived from the historical consolidated financial statements of each of Northrop Grumman and Litton. The Unaudited Pro Forma Condensed Combined Financial Information is prepared using the purchase method of accounting, with Northrop Grumman treated as the acquiror and as if the transactions had been completed as of the beginning of the periods presented for statements of operations purposes and on December 31, 2000 for balance sheet purposes. For a summary of the proposed business combination, see "The Offer" beginning on page 20 of this offer to purchase or exchange. The Unaudited Pro Forma Condensed Combined Financial Information is based upon the historical financial statements of Northrop Grumman and Litton adjusted to give effect to the business combination. Two pro forma transaction scenarios are presented: Minimum Equity Issuance and Maximum Equity Issuance. The Minimum Equity Issuance scenario is based upon the assumption that Unitrin tenders its shares for stock as described in "Other Agreements--The Stockholder's Agreement" beginning on page 59 of this offer to purchase or exchange and all other shareholders tender their shares for cash. The Maximum Equity Issuance scenario is based upon the assumption that the maximum number of shares of NNG common stock (i.e. 13,000,000) and the maximum number of shares of NNG preferred stock (i.e. 3,500,000) are issued, with the remainder of the purchase price paid in cash. The actual numbers of shares of NNG common stock and NNG preferred stock issued will depend on the number of shares of Litton common stock tendered for each, the alternatives selected by tendering stockholders and the average of the closing prices of Northrop Grumman common stock on the NYSE for the five consecutive trading days ending prior to the open of the second full trading day before the expiration of the offer. The pro forma adjustments for each transaction scenario are described in the accompanying notes presented on the following pages. The pro forma statements have been developed from (a) the audited consolidated financial statements of Northrop Grumman contained in Northrop Grumman's Annual Report on Form 10-K/A as filed on March 8, 2001, which are incorporated by reference in this offer to purchase or exchange, and (b) the audited consolidated financial statements contained in Litton's Annual Report on Form 10-K for the fiscal year ended July 31, 2000 which is incorporated by reference in this offer to purchase or exchange. In addition, the unaudited consolidated financial statements of Litton contained in Litton's Quarterly Reports on Form 10-Q for the periods ended January 31, 2000 and 2001 have been used to bring the financial reporting periods of Litton to within 31 days of those of Northrop Grumman. The final determination and allocation of the purchase price paid for the acquisition of Litton may differ from the amounts assumed in this Unaudited Pro Forma Condensed Combined Financial Information. Under the purchase method of accounting, the purchase price will be allocated to the underlying tangible and intangible assets and liabilities acquired based on their respective fair market values, with the excess recorded as goodwill. As of the date of this filing, Northrop Grumman has not commenced the valuation studies necessary to arrive at the required estimates of the fair market value of the assets and liabilities to be acquired and the related allocations of purchase price, nor has it identified the adjustments, if any, necessary to conform Litton data to Northrop Grumman's accounting policies. Accordingly, Northrop Grumman has used the historical book values of the assets and liabilities of Litton and has used the historical revenue recognition policies of Litton to prepare the unaudited pro forma financial statements set forth herein, with the excess of the purchase price over the historical net assets of Litton recorded as goodwill and other purchased intangibles. Once Northrop Grumman has completed the valuation studies necessary to finalize the required purchase price allocation and have identified any necessary conforming changes, such pro forma financial statements will be subject to adjustment. Such adjustments will likely result in changes to the pro forma statement of financial position to reflect the final allocation of purchase price and the pro forma statement of income, and there can be no assurance that such adjustments will not be material. A-70 The Unaudited Pro Forma Condensed Combined Financial Information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations or the consolidated financial position of NNG would have been had the offer and the Litton merger occurred on the date assumed, nor is it necessarily indicative of future consolidated results of operations or financial position. The Unaudited Pro Forma Condensed Combined Financial Information does not include the realization of cost savings from operating efficiencies, synergies or other restructurings resulting from the offer and the Litton merger. The Unaudited Pro Forma Condensed Combined Financial Information should be read in conjunction with the separate historical consolidated financial statements and accompanying notes of Northrop Grumman and Litton that are incorporated by reference in this offer to purchase or exchange. A-71 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION December 31, 2000 ($ in millions)
Minimum Equity Maximum Equity Issuance Issuance ----------------------- ----------------------- Northrop Pro Forma Pro Forma Pro Forma Pro Forma Grumman Litton Adjustments Combined Adjustments Combined -------- ------ ----------- --------- ----------- --------- ASSETS Current assets Cash and cash equivalents.......... $ 319 $ 74 $ -- $ 393 $ -- $ 393 Accounts receivable... 1,557 794 2,351 2,351 Inventoried costs..... 585 784 1,369 1,369 Deferred income taxes................ 21 372 393 393 Prepaid expenses...... 44 33 77 77 ------- ------ ------ ------- ------ ------- Total current assets............. 2,526 2,057 -- 4,583 -- 4,583 ------- ------ ------ ------- ------ ------- Property, plant and equipment.............. 2,343 1,860 4,203 4,203 Accumulated depreciation........... (1,328) (990) (2,318) (2,318) ------- ------ ------ ------- ------ ------- 1,015 870 -- 1,885 -- 1,885 ------- ------ ------ ------- ------ ------- Other assets Goodwill and other purchased intangibles.......... 4,432 1,230 2,218 (a) 7,880 2,219 (a) 7,881 Prepaid retiree benefits cost and intangible pension asset................ 1,390 1,390 1,390 Other assets.......... 259 751 63 (a) 1,073 63 (a) 1,073 ------- ------ ------ ------- ------ ------- 6,081 1,981 2,281 10,343 2,282 10,344 ------- ------ ------ ------- ------ ------- $ 9,622 $4,908 $2,281 $16,811 $2,282 $16,812 ======= ====== ====== ======= ====== ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Notes payable and current portion of long term debt....... $ 10 $ 184 $ -- $ 194 $ -- $ 194 Accounts payable...... 564 310 874 874 Accrued employees' compensation......... 365 226 591 591 Advances on contracts............ 496 204 700 700 Income taxes.......... 767 62 829 829 Other current liabilities.......... 486 474 960 960 ------- ------ ------ ------- ------ ------- Total current liabilities........ 2,688 1,460 -- 4,148 -- 4,148 ------- ------ ------ ------- ------ ------- Long-term debt.......... 1,605 1,293 2,877 (a) 5,775 2,399 (a) 5,297 Accrued retiree benefits............... 1,095 303 1,398 1,398 Deferred tax and other long-term liabilities.. 315 241 556 556 Redeemable Preferred Stock.................. -- -- 300 300 350 350 Shareholders' equity Paid in Capital....... 1,200 413 302 (a) 1,915 731 (a) 2,344 Retained earnings..... 2,742 1,254 (1,254)(a) 2,742 (1,254)(a) 2,742 Accumulated other comprehensive loss... (23) (56) 56 (a) (23) 56 (a) (23) ------- ------ ------ ------- ------ ------- 3,919 1,611 (896) 4,634 (467) 5,063 ------- ------ ------ ------- ------ ------- $ 9,622 $4,908 $2,281 $16,811 $2,282 $16,812 ======= ====== ====== ======= ====== =======
A-72 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME Year Ended December 31, 2000 ($ in millions, except per share data)
Minimum Equity Maximum Equity Issuance Issuance ----------------------- ----------------------- Northrop Pro Forma Pro Forma Pro Forma Pro Forma Grumman Litton Adjustments Combined Adjustments Combined -------- ------ ----------- --------- ----------- --------- Sales and service revenues............... $7,618 $5,626 $ -- $13,244 $ -- $13,244 Cost of sales Operating Costs....... 5,446 4,669 82 (b) 10,197 82 (b) 10,197 Administrative and general expenses..... 1,074 491 1,565 1,565 ------ ------ ----- ------- ----- ------- Operating margin........ 1,098 466 (82) 1,482 (82) 1,482 Interest expense........ (175) (105) (223) (c) (503) (187) (d) (467) Other, net.............. 52 16 68 68 ------ ------ ----- ------- ----- ------- Income from continuing operations before income taxes........... 975 377 (305) 1,047 (269) 1,083 Federal and foreign income taxes........... 350 151 (107) (e) 394 (94) (e) 407 ------ ------ ----- ------- ----- ------- Income from continuing operations............. $ 625 $ 226 $(198) $ 653 $(175) $ 676 ====== ====== ===== ======= ===== ======= Less, dividends paid to preferred shareholders........... (27) (f) (27) (32) (f) (32) Income available to common shareholders.... $(225) $ 626 $(207) $ 644 ===== ======= ===== ======= Average shares basic.... 70.58 78.70 83.58 Average shares diluted.. 70.88 79.96 84.83 Basic earnings per share: Continuing operations........... $ 8.86 $ 7.95 $ 7.71 Diluted earnings per share: Continuing operations........... $ 8.82 $ 7.83 $ 7.59
A-73 NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Unaudited) (a) Adjustments to (i) eliminate the equity of Litton (ii) record issuance of preferred and common stock and (iii) record new financing for the acquisition of Litton along with additional acquisition related costs and refinancing of debt using the Revolving Credit Facility. (b) Adjustment to amortize goodwill and other purchased intangible assets arising out of the acquisition of Litton over an estimated weighted average life of 27 years on a straight line basis. (c) Adjustment to record interest on new financing for the acquisition of Litton: under the minimum equity issuance at a weighted average rate of 7.55 percent for the year ended December 31, 2000, plus the amortization of debt issuance costs. (d) Adjustment to record interest on new financing for the acquisition of Litton: under the maximum equity issuance at a weighted average rate of 7.52 for the year ended December 31, 2000 plus the amortization of debt issuance costs. (e) Adjustment to record income tax effects on pre-tax pro forma adjustments, using a statutory tax rate of thirty-five percent. (f) Adjusted for dividends to preferred shareholders using $9 per share dividend rate for minimum equity issuance of 3,000,000 shares and the maximum equity issuance of 3,500,000 shares of preferred stock. A-74 DESCRIPTION OF NNG CAPITAL STOCK The terms and conditions of the capital stock of NNG are determined by NNG's restated certificate of incorporation, which is identical in all material respects with the certificate of incorporation of Northrop Grumman, and which is filed as an exhibit to the registration statement, of which this offer to purchase or exchange a part. The rights preferences and privileges of the NNG preferred stock are also governed by a certificate of designations, preferences and rights, which is also filed as an exhibit to the abovementioned registration statement. The following summary describes the material terms of these documents. However the legal rights and obligations of stockholders are governed by the specific language of the restated certificate of incorporation and certificate of designations, preferences and right, not by this summary. Authorized Capital Stock Under NNG's certificate of incorporation, immediately prior to consummation of the offer, NNG will be authorized to issue (i) 200,000,000 shares of common stock, par value $1.00 per share, and (ii) 10,000,000 shares of preferred stock, par value $1.00 per share, of which 3,500,000 will be shares of Series B Preferred Stock, par value $1.00 per share. As of January 31, 2001, 1,000 of NNG's common stock and no shares of Series B Preferred Stock were issued and outstanding. NNG's common stock will be listed on the NYSE under the symbol "NOC." NNG will seek to list the NNG preferred stock on the NYSE if there are enough holders to satisfy the minimum listing requirements. NNG's board of directors is authorized to provide for the issuance by NNG from time to time of preferred stock in one or more classes or series and, as to each class or series, to fix the designation or title, the dividend rate, if any, the voting rights, if any, and the preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions. Common Stock Full Payment and Nonassessability The outstanding shares of NNG's common stock are, and the shares of NNG's common stock issued pursuant to the offer will be, duly authorized, validly issued, fully paid and nonassessable when issued and delivered against payment for the shares. Voting Rights Each holder of NNG's common stock is entitled to one vote for each share of NNG common stock held of record on the applicable record date on all matters submitted to a vote of stockholders. The NNG common stock does not have cumulative voting rights. Dividends Dividends may be paid on the common stock and on any class or series of stock entitled to participate with the common stock as to dividends when and as declared by NNG's board of directors. Liquidation If NNG is liquidated, holders of common stock are entitled to receive all remaining assets available for distribution to stockholders after satisfaction of NNG's liabilities and the preferential rights of any preferred stock that may be outstanding at the time. The holders of NNG common stock do not have any preemptive, conversion or redemption rights. A-75 Rights Plan For a description of the rights to acquire NNG preferred stock that are attached to shares of our common stock, see "Comparison of Stockholders' Rights--Rights Plan" on page 78. Series B Preferred Stock Conversion The conversion rights of the NNG preferred stock are subject to stockholder approval of the issuance of NNG common stock upon conversion of the NNG preferred stock. No conversion rights may be exercised until such stockholder approval is obtained. Northrop Grumman and NNG have agreed to seek the necessary stockholder approval at the annual meeting of stockholders in May 2001. Subject to stockholder approval, each share of NNG preferred stock will be convertible, at any time, at the option of the holder into the right to receive shares of NNG common stock, par value $1.00 per share. Initially, each share of NNG preferred stock will be convertible into the right to receive the number of shares of NNG common stock equal to the liquidation value of $100.00 per share divided by 127% of the average closing price of Northrop Grumman common stock for the five trading days ending two full trading days prior to expiration of the offer. The conversion ratio is subject to adjustment in the event of certain dividends and distributions; a reclassification; a merger, consolidation or sale of substantially all of NNG's assets; liquidation or distribution and certain other events. If any adjustment in the number of shares of common stock into which each share of NNG preferred stock may be converted would result in an increase or decrease of less than 1% in the number of shares of NNG common stock into which each share of NNG preferred stock is then convertible, the amount of the adjustment will be carried forward and the adjustment will be made at the time of and together with any subsequent adjustment, which, together with any amounts so carried forward, will aggregate at least 1% of the number of shares of NNG common stock into which each share of NNG preferred stock is then convertible. Liquidation In any liquidation of NNG, each share of the NNG preferred stock will be entitled to a liquidation preference of $100.00 plus accrued but unpaid dividends, whether or not declared, before any distribution may be made on the NNG common stock or any other class or series of NNG stock which is junior to the NNG preferred stock. In any liquidation of NNG, no distribution may be made on any NNG stock ranking on a parity with the NNG preferred stock as to dividends, redemption payments and rights upon liquidation dissolution or winding up of NNG, unless the holders of NNG preferred stock participate ratably in the distribution along with the holders of any NNG stock ranking on a parity with the NNG preferred stock as to such matters. In the event stockholder approval has not occurred, the amount payable in liquidation will be the greater of the amount described above and the amount that would be distributed if such share of NNG preferred stock had been converted into NNG common stock pursuant to the provision for conversion. Reacquired Shares Any shares of NNG preferred stock converted, redeemed, purchased or otherwise acquired by NNG will be retired and canceled. The reacquired shares will become authorized but unissued shares of NNG preferred stock, which NNG may reissue at a later date. A-76 Full Payment and Nonassessability The shares of NNG's Series B Preferred Stock (referred to as the "NNG preferred stock") issued pursuant to the offer will be duly authorized, validly issued, fully paid and nonassessable when issued and delivered against payment for the shares. Rank The NNG preferred stock ranks with respect to payment of dividends, redemption payments and rights upon liquidation, dissolution or winding up, prior to the NNG common stock and any class or series of preferred stock which by its terms ranks junior to the NNG preferred. The NNG preferred stock ranks on parity with each other class or series of preferred stock. Voting Rights Holders of NNG preferred stock have no voting rights except in certain specified circumstances described below or as required by applicable law. The affirmative vote of the holders of two-thirds of the aggregate number of outstanding shares of the NNG preferred stock is required for an amendment of the NNG restated certificate of incorporation, merger or other action which would: . authorize any class or series of stock ranking prior to the NNG preferred stock as to dividends, redemption payments or rights upon liquidation, dissolution or winding up; . adversely alter the preferences, special rights or powers given to the NNG preferred stock; or . cause or permit the purchase or redemption of less than all of the NNG preferred stock unless all dividends to which such shares are entitled have been declared and paid or provided for. If accrued dividends on the NNG preferred stock are not paid for six quarterly dividend periods (whether or not consecutive), a majority of the holders of the NNG preferred stock, voting separately as a class, will have the right to elect two directors. If such holders exercise their right to elect two directors to NNG's board, the size of NNG's board will be increased by two members until the dividends in default are paid in full or payment is set aside. Dividends Holders of NNG preferred stock will be entitled to cumulative cash dividends, payable quarterly in April, July, October and January of each year. If the NNG preferred stock is issued prior to the 2001 annual meeting of stockholders of Northrop Grumman (scheduled for May 16, 2001), the initial dividend rate per share will be $7.00 per year. Commencing after the dividend payable in October 2001, the dividend rate per share will be $7.00 per year if stockholder approval for the issuance of NNG common stock upon conversion of the NNG preferred stock has been obtained or $9.00 per year if it has not been obtained. The dividend rate per share will be reduced from $9.00 to $7.00 per year after stockholder approval is obtained. If the NNG preferred stock is issued after the Northrop Grumman 2001 annual meeting, the initial dividend rate will be $7.00 per year if stockholder approval for the issuance of the NNG common stock upon conversion has been obtained and $9.00 per year if stockholder approval has not been obtained. If the dividend rate per share is set at $9.00 per year, it will be reduced from $9.00 to $7.00 per year after stockholder approval is obtained. Dividends are cumulative and payable in cash. If dividends are payable and have not been paid or set apart in full, the deficiency must be fully paid or set apart for payment before: . distributions or dividends are paid on stock ranking junior to the NNG preferred stock; and . the redemption, repurchase or other acquisition for consideration of any NNG stock ranking junior to the NNG preferred stock. A-77 Redemption . Mandatory Redemption For Cash After Twenty Years. NNG is required to redeem all of the shares of NNG preferred stock for cash twenty years and one day from the date of issuance of the NNG preferred stock. The redemption price per share is equal to the liquidation value of $100.00 per share plus accrued but unpaid dividends, whether or not declared, to the mandatory redemption date. In the event that Stockholder Approval has not occurred by the mandatory redemption date, the amount payable for each share of NNG preferred stock will be the greater of (a) the liquidation value of $100.00 per share of NNG preferred stock plus accrued but unpaid dividends to the redemption date, whether or not declared, and (b) the current market price on the redemption date of the number of shares of NNG common stock which would be issued upon conversion of a share of NNG preferred stock into NNG common stock pursuant to the provision for conversion. . Optional Redemption For Common Stock After Seven Years. NNG has the option to redeem shares of the NNG preferred stock in exchange for NNG common stock seven years from the date of the initial issuance of the NNG preferred. Upon redemption, holders of NNG preferred stock will receive the number of shares of NNG common stock equal to the liquidation value of $100.00 per share plus accrued but unpaid dividends to the redemption date divided by the current market price of the NNG common stock on the redemption date. In the event that stockholder approval has not occurred by the redemption date, the number to be divided in the above calculation will be the greater of the amount described above and the current market price on the redemption date of the number of shares of NNG common stock which would be issued if all shares of NNG preferred stock were converted on the redemption date into NNG common stock pursuant to the provision for conversion. Change in Control Upon a fundamental change in control, as defined below, of NNG, holders of NNG preferred stock have the right, which may be exercised during the period of 20 business days following notice from NNG, to exchange their shares of NNG preferred stock for NNG common stock. Each share of NNG preferred stock may be exchanged in such circumstances for that number of shares of NNG common stock determined by dividing the liquidation value of $100.00 per share, plus accrued but unpaid dividends to such date by the current market value of the NNG common stock on the exchange date. In the event stockholder approval has not been obtained for the issuance of NNG common stock upon conversion of the NNG preferred stock, the number to be divided in the above calculation will be the greater of the amount described above or the current market price of the number of shares of NNG common stock which would be issued if such share of NNG preferred stock were converted into NNG common stock pursuant to the provision for conversion. A "fundamental change in control" is defined as any merger, consolidation, sale of all or substantially all of NNG's assets, liquidation or recapitalization (other than solely a change in the par value of equity securities) of the NNG common stock in which more than one-third of the previously outstanding NNG common stock is exchanged for cash, property or securities other than capital stock of NNG or another corporation. If the change in control occurred as a result of a transaction (excluding certain dividends or distributions on, and reclassifications of, NNG common stock) in which the previously outstanding NNG common stock is changed into or exchanged for different securities of NNG or securities of another corporation or interests in a noncorporate entity, the NNG common stock that would otherwise have been issued to a holder of NNG preferred stock for each share of NNG preferred stock will be deemed to instead be the kind and amount of securities and property receivable upon completion of such transaction in respect of the NNG common stock that would result in the fair market value of such securities and property, measured as of the exchange date, being equal to the liquidation value plus accrued and unpaid dividends. In the event that the Stockholder Approval has not occurred, the fair market value of the securities and property will instead be calculated to be equal to the greater of the amount described above, and the fair market value of the securities and property which would have been issued if such share of NNG preferred stock had been converted into NNG common stock, if conversion were permitted. A-78 Transfer and Dividend Paying Agent and Registrar EquiServe Trust Company is the transfer and dividend paying agent and registrar for the NNG common stock. COMPARISON OF STOCKHOLDERS' RIGHTS Upon completion of the offer, stockholders of Litton who request NNG stock will become stockholders of NNG. As an NNG stockholder, the rights of former Litton stockholders will be governed by NNG's restated certificate of incorporation and NNG's bylaws, which differ in certain material respects from Litton's restated certificate of incorporation and Litton's bylaws. Set forth on the following pages is a summary comparison of certain material differences between the rights of NNG's stockholders under the NNG restated certificate of incorporation and the NNG bylaws and the rights of a Litton stockholder under the current Litton restated certificate of incorporation and the current Litton bylaws. Delaware is the jurisdiction of incorporation for both NNG and Litton. Therefore, the rights of former Litton stockholders who become NNG stockholders will continue to be governed by the DGCL. The restated certificate of incorporation and bylaws of NNG are filed as exhibits to the registration statement of which this offer to purchase or exchange is a part. The specific provisions of such documents, and not this summary, determine the rights and obligations of the parties. Amendments to Certificate of Incorporation The affirmative vote of a majority of the outstanding shares entitled to vote is required to amend NNG's restated certificate of incorporation. In addition, amendments which make changes relating to the capital stock by increasing or decreasing the par value or the aggregate number of authorized shares of a class or otherwise adversely affect the rights of such class, must be approved by the majority vote of each class of stock affected, unless, in the case of an increase in the number of shares, the restated certificate of incorporation takes away such right, and provided that, if the amendment affects some but not all series, then only those affected series will have a vote. NNG's restated certificate of incorporation provides that certain articles may only be adopted, repealed, rescinded, altered or amended by the affirmative vote of the holders of at least 80% of the voting power of all outstanding shares of voting stock regardless of class and voting together as a single voting class. However, if such action is proposed by an interested stockholder, as defined in NNG's restated certificate of incorporation, or by an associate or affiliate of an interested stockholder, the affirmative vote of a majority of the voting power of all of the outstanding shares of voting stock other than shares held by such interested person is required, voting together as a single class; provided, however, that where such action is approved by a majority of the continuing directors, the affirmative vote of a majority of the voting power of all outstanding shares of voting stock, regardless of class and voting together as a single class shall be required for approval of such action. In general, NNG's restated certificate of incorporation defines an "interested stockholder" as a beneficial owner of 10% or more of the voting power of all outstanding shares of voting stock. Under the DGCL, the affirmative vote of a majority of the outstanding shares entitled to vote is required to amend Litton's restated certificate of incorporation. In addition, the affirmative vote of the holders of at least two-thirds of the aggregate number of shares of the affected class or series of preferred stock outstanding are entitled to vote on any amendment of Litton's restated certificate of incorporation that would: . create a new class of stock having rights or preferences with respect to payment of dividends or distribution of assets that are prior to the shares of such class of preferred stock; . alter or change the preferences, special rights or powers given to any class or series of preferred stock so as to adversely affect such class of stock; or . effect a purchase or redemption of less than all of the shares of preferred stock then outstanding unless the full dividends to which all shares of the preferred stock of all series then outstanding shall then be entitled shall have been paid or declared and a sum set aside sufficient for the payment thereof. A-79 Amendments to the NNG Bylaws and the Litton Restated Bylaws Under the NNG restated certificate of incorporation and the NNG bylaws, the NNG bylaws may be adopted, repealed, rescinded, altered or amended by NNG stockholders, but only by the affirmative vote of the holders of at least 80% of the voting power of all outstanding shares of voting stock, regardless of class and voting together as a single class. However, if an interested stockholder or any associate or affiliate of an interested stockholder proposes amending the NNG bylaws, then, approval by the holders of a majority of the voting power of all outstanding shares or voting stock other than the shares held by such interested stockholder is required, regardless of class and voting together as a single class; provided, however, that where such action is approved by a majority of the continuing directors, the affirmative vote of a majority of the voting power of all outstanding shares of voting stock, regardless of class and voting together as a single class shall be required for approval of such action. The Litton restated certificate of incorporation provides that the Litton board of directors may make, alter, amend, change, add to, or repeal the Litton restated bylaws. The Litton restated bylaws provide that they may be altered or repealed and new bylaws may be adopted either: . at any annual or special meeting of stockholders by the affirmative vote of a majority of the issued and outstanding voting stock, if notice of the proposed alteration, repeal or adoption of the new provision(s) is contained in the notice of such special meeting; or . by the affirmative vote of a majority of the directors present at any regular meeting, or at any special meeting of the Litton board of directors, if notice of the proposed alteration, repeal or new provision(s) is contained in the notice of such special meeting. Vote Required for Merger and Other Business Combinations Under the DGCL, generally, the approval of a majority of the outstanding shares is needed to adopt a plan of merger or consolidation. Section 203 of the DGCL prohibits a Delaware corporation which has a class of stock which is listed on a national securities exchange or which has 2,000 or more stockholders of record from engaging in a business combination with an interested stockholder (generally, the beneficial owner of 15% or more of the corporation's outstanding voting stock) for three years following the time the stockholder became an interested stockholder, unless, prior to that time, the corporation's board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder, or if two-thirds of the outstanding shares not owned by such interested stockholder approve the business combination, or if, upon becoming an interested stockholder, such stockholder owned 85% of the outstanding shares excluding those held by officers, directors and some employee stock plans. In addition to the DGCL requirements, NNG's restated certificate of incorporation provides that, subject to some exceptions, any business combination between NNG or any NNG subsidiary and an interested stockholder must be approved by at least 80% of the voting power of all outstanding voting stock, regardless of class and voting together as a single class and a majority of the voting power of all outstanding shares of voting stock, other than the shares held by any interested stockholder which is a party to such business combination or by any affiliate or associate of such interested stockholder, regardless of class and voting together as a single class. The Litton restated certificate of incorporation and the Litton bylaws do not contain any special voting requirements regarding a merger or other business combination. Directors Classification of Board of Directors. A classified board is one with respect to which a designated number of directors, but not necessarily all, are elected on a rotating basis each year. Under the DGCL, classification of a board of directors is permitted but not required, pursuant to which the directors can be divided into as many A-80 as three classes with staggered terms of office, with only one class of directors standing for election each year. NNG's restated certificate of incorporation provides that the NNG board of directors be divided into three classes of directors as nearly equal in number as reasonably possible, with staggered three-year terms. Each director will serve until his or her successor is duly elected and qualified or until the director's death, resignation or removal. See "Removal of Directors" below. Litton does not have a classified board of directors. Each Litton director is elected each year at the annual meeting of stockholders. Each director serves until a successor is duly elected and qualified, or until the director resigns, or is otherwise removed. Removal of Directors. NNG's restated certificate of incorporation provides that NNG directors may be removed only for cause and only by the affirmative vote of the holders of at least 80% of all outstanding shares of capital stock of NNG having general voting power entitled to vote in connection with the election of such director, regardless of class and voting together as a single voting class; provided, however, that if a proposal to remove a director is approved by a majority of continuing directors, the affirmative vote of a majority of all outstanding shares of voting stock entitled to vote in connection with the election of such director, regardless of class and voting together as a single voting class, is required for approval of such removal. Pursuant to Litton's bylaws, Litton directors may be removed, either with or without cause, at any time by the affirmative vote of the holders of a majority of all outstanding shares of voting stock entitled to vote at a special meeting of the stockholders called for that purpose. Newly Created Directorships and Vacancies. Under NNG's restated certificate of incorporation and NNG's bylaws, newly created directorships resulting from death, resignation, disqualification, an increase effected by NNG's board of directors, or any other cause, may be filled solely by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Each director so chosen to fill a vacancy will hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until such director's successor shall have been elected and qualified. No reduction of the authorized number of directors will have the effect of removing any director prior to the expiration of his or her term of office. Under the Litton restated bylaws, vacancies in the Litton board of directors may be filled by the affirmative vote of a majority of the directors then in office. Each director so chosen to fill a vacancy will hold office for the remainder of the term and until a successor is duly chosen. However, Litton's restated certificate of incorporation provides that the holders of preferred stock, voting separately as class, will be entitled to elect two directors, if and whenever accrued dividends on any series of preferred stock of Litton have not been paid or declared and a sum sufficient for the payment thereof set aside, in an amount equivalent to six quarterly dividends or three semiannual dividends on all shares of such series of preferred stock at the time outstanding. Size of Board. NNG's bylaws provide that the number of directors will be fixed by resolution of the board of directors, but will not be less than three. The Litton restated bylaws provide that the number of directors shall be fixed from time to time by resolution of the board of directors but shall not be less than eight nor more than fourteen. Quorum of the Board. NNG's bylaws provide for a quorum of a majority of the board of directors, except that when the board of directors consists of one director, then that one director will constitute a quorum. Litton's restated bylaws provide for a quorum of a majority of the board of directors. No more than a minority of the number of directors necessary to constitute a quorum of the board of directors can be non-U.S. citizens. A-81 Stockholders Annual Meetings. NNG's bylaws provide that the annual meeting of stockholders will be held between May 1 and July 1 of each year on a date and time fixed by the board of directors. Litton's restated bylaws provide that the annual meeting of stockholders, and all other meetings of the stockholders, will be held on a date fixed by resolution of the board of directors. Special Meetings. Under NNG's restated certificate of incorporation and NNG's bylaws, special stockholder meetings may be called at any time by a majority of the board of directors, the Chairman of the board of directors or by the President and Chief Executive Officer. Under Litton's restated bylaws, special stockholder meetings may be called by resolution of the Litton board of directors or the Litton executive committee or at any time by the written request of stockholders of record owning at least 51% of the issued and outstanding voting shares of Litton common stock. Quorum Requirements. Under both the NNG bylaws and the Litton restated bylaws, the presence in person or by proxy of the holders of record of a majority of the shares issued and outstanding and entitled to vote at the meeting constitutes a quorum for that meeting, except as otherwise provided by the DGCL. Certain Voting Requirements. Under the NNG bylaws, except as otherwise provided by NNG's restated certificate of incorporation or by applicable law, action by NNG stockholders generally is taken by the affirmative vote, at a meeting at which a quorum is present, of a majority of the outstanding shares entitled to vote thereon, including extraordinary actions, such as mergers, consolidations and amendments to NNG's restated certificate of incorporation. However, NNG's restated certificate of incorporation requires the affirmative vote of at least 80% of the outstanding shares of voting stock to approve an amendment of specified articles in the restated certificate of incorporation. The restated certificate of incorporation also requires the affirmative vote of (i) at least 80% of all outstanding shares entitled to vote and (ii) a majority of all outstanding shares other than shares held by an interested stockholder and its affiliates for the approval of: . certain business combinations (as defined in the restated certificate of incorporation) and other significant transactions involving the interested stockholder or its affiliate, and . the amendment of specified provisions of the restated certificate of incorporation if proposed by the interested stockholder. See "Description of NNG Capital Stock--Series B Preferred Stock--Voting Rights" beginning on page 72. Litton does not have any special voting provisions beyond those described above for holders of Litton preferred stock. Stockholder Action by Written Consent. Under NNG's restated certificate of incorporation and NNG's bylaws, any action required or permitted to be taken by stockholders must be effected at a duly called annual meeting or at a special meeting of stockholders, unless such action requiring or permitting stockholder approval is approved by a majority of the continuing directors, in which case such action may be authorized or taken by the written consent of the holders of outstanding shares of voting stock having at least the minimum voting power that would be necessary to authorize or take such action at a meeting of stockholders at which all shares entitled to vote thereon were present and voted, provided all other requirements of applicable law and the NNG restated certificate of incorporation have been satisfied. Under Litton's restated certificate of incorporation and Litton's restated bylaws, stockholder actions may not be taken by written consent, in lieu of a meeting. Stockholder Proposal Procedures. Under NNG's bylaws, for a matter to be properly brought before an annual meeting by a stockholder, the stockholder generally must have given timely notice thereof in writing to NNG's Secretary not less than 45 days nor more than 75 days prior to the anniversary date of the immediately A-82 preceding annual meeting. A stockholder's notice must state as to each matter the stockholder proposes to bring before the annual meeting: (a) a brief description of the matter desired to be brought, the reasons for conducting such business at the meeting, any material interest in such business of the stockholder and the beneficial owner, if any, on whose behalf the proposal is made, or (b) if the stockholder is nominating an individual as a director (i) information regarding the person whom the stockholder proposes to nominate as a director; (ii) the name and address of the stockholder proposing such action; (iii) the class and number of shares of NNG which are beneficially owned by the stockholder; and (iv) whether the stockholder intends to deliver a proxy statement and form of proxy to a sufficient number of holders of NNG's voting shares to elect such nominee. Under Litton's restated bylaws, for a matter to be properly brought before an annual meeting by a stockholder, the stockholder generally must have given timely notice thereof in writing to Litton's Secretary not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting. Litton stockholders are subject to the same stockholder notice requirements set forth above for NNG stockholders except that a Litton stockholder is not subject to the requirement of disclosing his or her intention to deliver a proxy statement and form of proxy. Rights Plan NNG has adopted a rights plan pursuant to which a preferred share purchase right is attached to each share of NNG common stock that is or becomes outstanding prior to October 31, 2008. The NNG rights become exercisable 10 days after the public announcement that any person or group has (i) acquired 15% or more of the outstanding shares of NNG common stock, or (ii) initiated a tender offer for shares of NNG common stock, which, if consummated, would result in any person or group acquiring 15% or more of the outstanding shares of NNG common stock. Once exercisable, each NNG right will entitle the holder to purchase one one-thousandth of a share of NNG Series A junior participating preferred stock, par value $1.00 per share, at a price of $250.00 per one one- thousandth of a share, subject to adjustment. Alternatively, under certain circumstances involving an acquisition of 15% or more of the NNG common stock outstanding, each NNG right will entitle its holder to purchase, at a fifty percent discount, a number of shares of NNG common stock having a market value of two times the exercise price of the NNG right. NNG may (i) exchange the NNG rights at an exchange ratio of one share of NNG common stock per NNG right, and (ii) redeem the NNG rights, at a price of $0.01 per NNG right, at any time prior to an acquisition of 15% or more of the outstanding shares of NNG common stock by any person or group. The NNG rights plan will contain provisions to permit the acquisition by Unitrin of NNG common stock (and NNG common stock issuable upon conversion of NNG preferred stock) as contemplated by the offer and the stockholder's agreement. See "Other Agreements--The Stockholder's Agreement" on page 59. These rights have certain anti-takeover effects and cause substantial dilution to a person or group that attempts to acquire control of the corporation on terms not approved by the corporation's board of directors. Litton has adopted a rights plan pursuant to which a preferred share purchase right is attached to each share of Litton common stock that is or becomes outstanding prior to August 17, 2004. The terms upon which the Litton rights become exercisable are identical to those for the NNG rights. Once exercisable, each Litton right will entitle the holder to purchase one one- thousandth of a share of Litton Series A participating preferred stock, par value $5.00 per share, at a price of $150.00 per one one-thousandth of a share, subject to adjustment. Under certain circumstances involving an acquisition of 15% or more of the Litton common stock outstanding, each Litton right will entitle its holder to purchase, at a 50% discount, a number of shares of Litton common stock having a market value of two times the exercise price of the Litton right. Litton may (i) exchange the Litton rights at an exchange ratio of one share of Litton common stock per Litton right, and (ii) redeem the Litton rights, at a price of $0.01 per Litton right, at any time prior to an acquisition of 15% or more of the outstanding shares of Litton common stock by any person or group. Litton's board of directors has amended the Litton rights plan so that none of Northrop Grumman, NNG or LII Acquisition will be deemed an acquiring person. A-83 SUMMARY OF CERTAIN STATUTORY PROVISIONS Appraisal Rights No appraisal rights are available in connection with the offer. If NNG acquires at least 90% of the shares of Litton common stock and at least 90% of the shares of Litton preferred stock pursuant to the offer, the Litton merger may be consummated without a meeting or vote of the Litton stockholders. If less than 90% of the shares of Litton preferred stock are acquired pursuant to the offer and a stockholder vote is required to approve the Litton merger, holders of Litton preferred stock may have appraisal rights in connection with the Litton merger under certain circumstances. If the Litton preferred stock is not listed on a national securities exchange or quoted on the NASDAQ National Market System on the record date fixed to determine the stockholders entitled to receive notice of and to vote on the Litton merger, the Litton preferred stock will have appraisal rights pursuant to Section 262 of the DGCL ("Section 262"). In addition, holders of Litton common stock at the effective time of the Litton merger who do not wish to accept the same amount of cash consideration in the Litton merger as was paid to holders of Litton common stock in the offer will have the right to seek an appraisal and to be paid the "fair value" of their shares of Litton common stock at the effective time of the Litton merger (exclusive of any element of value arising from the accomplishment or expectation of the merger) judicially determined and paid to it in cash, provided that such holder complies with the provisions of such Section 262. The following is a brief summary of the statutory procedures to be followed in order to dissent from the Litton merger and perfect appraisal rights under Delaware law. This summary is not intended to be complete and is qualified in its entirety by reference to Section 262, the text of which is set forth in Annex B to this offer to purchase or exchange. Any Litton stockholder considering demanding appraisal is advised to consult legal counsel. Dissenters' rights, if any, will not be available unless and until the Litton merger (or a similar business combination) is consummated. Litton stockholders of record who desire to exercise their appraisal rights must fully satisfy all of the following conditions. A written demand for appraisal of Litton common stock or Litton preferred stock must be delivered to the Secretary of Litton (x) before the taking of the vote on the approval and adoption of the amended merger agreement if the Litton merger is not being effected without a vote of stockholders pursuant to Section 253 of the DGCL (a "short-form merger"), but rather is being consummated following approval thereof at a meeting of the Litton stockholders (a "long-form merger") or (y) within twenty days after the date that Litton, as the corporation surviving the Litton merger, mails to the Litton stockholders a notice (the "Notice of Merger") to the effect that the Litton merger is effective and that appraisal rights are available (and includes in such notice a copy of Section 262 and any other information required thereby) if the Litton merger is being effected as a short-form merger without a vote or meeting of the Litton stockholders. If the Litton merger is effected as a long-form merger, this written demand for appraisal must be in addition to and separate from any proxy or vote abstaining from or against the approval and adoption of the amended merger agreement, and neither voting against, abstaining from voting, nor failing to vote on the amended merger agreement will constitute a demand for appraisal within the meaning of Section 262. In the case of a long-form merger, any stockholder seeking appraisal rights must hold the Litton common stock or Litton preferred stock for which appraisal is sought on the date the demand is made and, continuously hold such Litton common stock or Litton preferred stock through the effective time of the Litton merger, and otherwise comply with the provisions of Section 262. In the case of both a short-form merger and a long-form merger, a demand for appraisal must be executed by or for the stockholder of record, fully and correctly, as such stockholder's name appears on the stock certificates. If shares of Litton common stock and Litton preferred stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by the fiduciary. If shares A-84 of Litton common stock or Litton preferred stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, such demand must be executed by all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; provided, however, the agent must identify the record owner and expressly disclose the fact that, in exercising the demand, he is acting as agent for the record owner. A record owner, such as a broker, who holds Litton common stock or Litton preferred stock as a nominee for others, may exercise appraisal rights with respect to the Litton common stock or Litton preferred stock held for all or less than all beneficial owners of Litton common stock or Litton preferred stock as to which the holder is the record owner. In such case the written demand must set forth the number of Litton common stock or Litton preferred stock covered by such demand. Where the number of shares of Litton common stock or Litton preferred stock is not expressly stated, the demand will be presumed to cover all shares of Litton common stock or Litton preferred stock outstanding in the name of such record owner. Beneficial owners who are not record owners and who intend to exercise appraisal rights should instruct the record owner to comply strictly with the statutory requirements with respect to the exercise of appraisal rights before the date of any meeting of stockholders of the Company called to approve the Litton merger in the case of a long-form merger and within twenty days following the mailing of the Notice of Merger in the case of a short-form merger. Stockholders who elect to exercise appraisal rights must mail or deliver their written demands to: Secretary, Litton Industries, Inc., 21240 Burbank Boulevard, Woodland Hills, California 91367. The written demand for appraisal should specify the stockholder's name and mailing address, the number of shares of Litton common stock or Litton preferred stock covered by the demand and that the stockholder is thereby demanding appraisal of such shares. In the case of a long-form merger, Litton must, within ten days after the effective time of the Litton merger, provide notice of the effective time of the Litton merger to all stockholders who have complied with Section 262 and have not voted for approval and adoption of the amended merger agreement. In the case of a long-form merger, stockholders electing to exercise their appraisal rights under Section 262 must not vote for the approval and adoption of the amended merger agreement or consent thereto in writing. Voting in favor of the approval and adoption of the amended merger agreement, or delivering a proxy in connection with the stockholders meeting called to approve the amended merger agreement (unless the proxy votes against, or expressly abstains from the vote on, the approval and adoption of the amended merger agreement), will constitute a waiver of the stockholder's right of appraisal and will nullify any written demand for appraisal submitted by the stockholder. Regardless of whether the Litton merger is effected as a long-form merger or a short-form merger, within 120 days after the effective time of the Litton merger, either Litton or any Litton stockholder who has complied with the required conditions of Section 262 and who is otherwise entitled to appraisal rights may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of the dissenting Litton stockholders. If a petition for an appraisal is timely filed, after a hearing on such petition, the Delaware Court of Chancery will determine which stockholders are entitled to appraisal rights and thereafter will appraise the Litton common stock and/or Litton preferred stock owned by such Litton stockholders, determining the fair value of such Litton common stock and/or Litton preferred stock exclusive of any element of value arising from the accomplishment or expectation of the Litton merger, together with a fair rate of interest to be paid, if any, upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery is to take into account all relevant factors. In Weinberger v. UOP, Inc., et al., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered and that "[f]air price obviously requires consideration of all relevant factors involving the value of a company." The Delaware Supreme Court stated that in making this determination of fair value the court must consider "market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or which could be ascertained as of the date of merger which throw any light on future prospects of the merged A-85 corporation." The Delaware Supreme Court has construed Section 262 to mean that "elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered." However, the court noted that Section 262 provides that fair value is to be determined "exclusive of any element of value arising from the accomplishment or expectation of the merger." Litton stockholders who in the future consider seeking appraisal should have in mind that the fair value of their Litton common stock or Litton preferred stock determined under Section 262 could be more than, the same as, or less than the cash consideration paid for such Litton stock in the offer if they do seek appraisal of their Litton common stock or Litton preferred stock, and that opinions of investment banking firms as to fairness from a financial point of view are not necessarily opinions as to fair value under Section 262. Moreover, NNG intends to cause Litton, as the corporation surviving the Litton merger, to argue in any appraisal proceeding that, for purposes thereof, the "fair value" of the Litton common stock or Litton preferred stock, as the case may be, is less than that paid in the offer. The cost of the appraisal proceeding may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable in the circumstances. Upon application of a dissenting stockholder, the Delaware Court of Chancery may order that all or a portion of the expenses incurred by any dissenting stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts, be charged pro rata against the value of all Litton common stock and/or Litton preferred stock entitled to appraisal. In the absence of such a determination or assessment, each party bears its own expenses. Any Litton stockholder who has duly demanded appraisal in compliance with Section 262 will not, after the effective time, of the Litton merger, be entitled to vote for any purpose the Litton common stock and/or Litton preferred stock subject to such demand or to receive payment of dividends or other distributions on such Litton common stock or Litton preferred stock, except for dividends or other distributions payable to stockholders of record at a date prior to the effective time of the Litton merger. At any time within 60 days after the effective time of the Litton merger, any former holder of Litton common stock or Litton preferred stock shall have the right to withdraw his or her demand for appraisal and to accept the merger consideration paid for such Litton stock in the offer. After this period, such holder may withdraw his or her demand for appraisal only with the consent of Litton, as the corporation surviving the Litton merger. If no petition for appraisal is filed with the Delaware Court of Chancery within 120 days after the effective time of the Litton merger, stockholders' rights to appraisal shall cease and all stockholders shall be entitled to receive the cash consideration paid for the same class or series of the offer. Inasmuch as Litton has no obligation to file such a petition, and NNG has no present intention to cause or permit Litton to do so, any stockholder who desires such a petition to be filed is advised to file it on a timely basis. However, no petition timely filed in the Delaware Court of Chancery demanding appraisal shall be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just. Failure to take any required step in connection with the exercise of appraisal rights may result in the termination or waiver of such rights. Appraisal rights cannot be exercised at this time. The information set forth above is for informational purposes only with respect to alternatives available to stockholders if the Litton merger is consummated. Stockholders who will be entitled to appraisal rights in connection with the Litton merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Litton stockholders who sell or exchange Litton common stock or sell Litton preferred stock in the offer will not be entitled to exercise appraisal rights in connection with the offer but, rather, will receive the consideration paid in the offer for such shares. A-86 The foregoing summary of the rights of objecting stockholders under the DGCL does not purport to be a complete statement of the procedures to be followed by Litton stockholders desiring to exercise any available dissenters' rights. The foregoing summary is qualified in its entirety by reference to Section 262. The preservation and exercise of dissenters' rights require strict adherence to the applicable provisions of the DGCL. See Annex B attached to this offer to purchase or exchange. Certain Business Combinations Delaware law restricts the ability of certain persons to acquire control of a Delaware corporation. Section 203 of the DGCL limits specified business combinations of Delaware corporations with interested stockholders. Under the DGCL, if a person acquires beneficial ownership of 15% or more of the stock of a Delaware corporation, thereby becoming an interested stockholder, that person generally may not engage in specified transactions with the corporation for a period of three years following the time that such stockholder became an interested stockholder unless: . the corporation's board of directors approved the acquisition of stock or the transaction prior to the time that the person became an interested stockholder; . upon consummation of the transaction in which the person became an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding voting stock owned by directors who are also officers and certain employee stock ownership plans; or . at or subsequent to such time, the transaction is approved by the board of directors and at an annual or special meeting by the affirmative vote of 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder. Litton has represented to Northrop Grumman, NNG and LII Acquisition in the amended merger agreement that all actions necessary to ensure that Section 203 of the DGCL does not apply to NNG in connection with the offer, the Litton merger and the other transactions contemplated by the amended merger agreement and the stockholder's agreement have been taken. A-87 ADDITIONAL INFORMATION Northrop Grumman and Litton file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any such report, statement or other information at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549, or at the SEC's public reference rooms in New York, New York or Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from commercial document retrieval services and at the SEC's Internet web site at www.sec.gov. NNG filed a registration statement on Form S-4 with the SEC on February 1, 2001 and amended on March 5, 2001 to register the shares of NNG common stock and NNG preferred stock to be issued in the offer. This offer to purchase or exchange is a part of that registration statement. As allowed by SEC rules, this offer to purchase or exchange does not contain all of the information you can find in the registration statement or the exhibits to the registration statement. Northrop Grumman and LII Acquisition have also filed with the SEC several amendments to their statement on Schedule TO originally filed on January 5, 2001, as subsequently amended, pursuant to Rule 14d-3 under the Exchange Act furnishing certain information about the offer. You may read and copy the Schedule TO and any amendments to it at the SEC's public reference rooms referred to above. The SEC allows NNG to "incorporate by reference" certain information into this offer to purchase or exchange, which means that NNG can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this offer to purchase or exchange, except for any information amended or superseded by information contained in this offer to purchase or exchange. This offer to purchase or exchange incorporates by reference the documents set forth below that Northrop Grumman or Litton have previously filed with the SEC. These documents contain important information about Northrop Grumman and Litton and their respective financial condition. Documents filed by Northrop Grumman and incorporated by reference are available without charge upon request to: Investor Relations, Northrop Grumman Corporation, 1840 Century Park East, Los Angeles, California 90067. Documents filed by Litton and incorporated by reference are available without charge upon request to: Investor Relations, Litton Industries, Inc., 21240 Burbank Boulevard, Woodland Hills, California 91367. The following documents filed by Northrop Grumman with the SEC are hereby incorporated by reference: . Annual Report on Form 10-K/A for the fiscal year ended December 31, 2000, filed with the SEC on March 8, 2000; and . Proxy Statement for the Annual Meeting of Stockholders held on May 17, 2000. The following documents filed by Litton with the SEC are hereby incorporated by reference: . Annual Report on Form 10-K for the fiscal year ended July 31, 2000, filed with the SEC on October 11, 2000; . Proxy Statement for the Annual Meeting of Stockholders held on December 8, 2000, filed with the SEC on October 20, 2000; . Quarterly Report on Form 10-Q for the period ended January 31, 2001, filed with the SEC on March 6, 2001; and . Form 8-A12B/A filed with the SEC on January 30, 2001, which amends and restates in their entirety Items 1 and 2 of Litton's registration statement on Form 8-A (File No. 001-03998), filed with the SEC on August 24, 1994 as amended, in connection with the amendment to the terms of the Rights Agreement, dated as of August 17, 1994 between Litton and The Bank of New York. A-88 All documents filed by Northrop Grumman or Litton pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from February 1, 2001 to the date that Litton shares are accepted for exchange in the offer (or the date that the offer is terminated) and, if later, until the earlier of the date of the meeting of the Litton stockholders to approve the Litton merger and the date on which the Litton merger is consummated shall also be deemed to be incorporated in this offer to purchase or exchange by reference. A-89 FORWARD-LOOKING STATEMENTS Certain of the information included in this offer to purchase or exchange and in the documents incorporated by reference are forward-looking statements within the meaning of the securities laws. These include statements and assumptions with respect to expected future revenues, margins, program performance, earnings and cash flows, acquisitions of new contracts, the outcome of competitions for new programs, the outcome of contingencies including litigation and environmental remediation, the effect of completed and planned acquisitions and divestitures of businesses or business assets, the anticipated costs of capital investments, and anticipated industry trends. Actual results and trends may differ materially from the information, statements and assumptions as described, and actual results could be materially less than planned. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include: . Northrop Grumman and Litton depend on a limited number of customers. Both companies' businesses are heavily dependent on government contracts, many of which are only partially funded. The termination or failure to fund one or more of these contracts could have a negative impact on operations. Northrop Grumman and Litton are suppliers, either directly or as subcontractors or team members, to the U.S. Government and its agencies as well as foreign governments and agencies. These contracts are subject to each customer's political and budgetary constraints, changes in short-range and long-range plans, the timing of contract awards, the congressional budget authorization and appropriation processes, the government's ability to terminate contracts for convenience or for default, as well as other risks such as contractor debarment in the event of certain violations of legal and regulatory requirements. . Many of the companies' contracts are fixed price contracts. While firm, fixed price contracts allow the companies to benefit from cost savings, they also create exposure to the risk of cost overruns. If adjustments to the estimates used for calculating the contract price are required, losses may result. In addition, some contracts have provisions relating to cost controls and audit rights and failure to meet the terms specified in those contracts can have costly consequences. . Success or failure in winning new contracts or follow on orders for existing or future products may cause material fluctuations in future revenues and operating results. Failure to meet the terms and conditions specified in those contracts may have adverse consequences. . Operations are subject to external events which can adversely affect the ability of Northrop Grumman and Litton to meet contract obligations within anticipated cost and time parameters. Problems and delays in delivery may result from issues with respect to design technology, licensing and patent rights, labor or materials and components that prevent achievement of contract requirements. Delivery or performance issues with key suppliers and subcontractors, as well as other factors may arise. Changes in inventory requirements or other production cost increases may also have a negative impact on operating results. . The businesses of Northrop Grumman and Litton are dependent upon the companies' ability to anticipate changing needs for defense products, military and civilian electronic systems and support, and information technology. Failure to design new products which will respond to such requirements within customers' price limitations would adversely affect the companies' ability to compete. . In recent periods, Northrop Grumman has realized significant amounts of pension income. Future pension income is based upon market performance of pension assets, which may fluctuate with external economic conditions. As the result, the portion of earnings attributed to pension income could vary significantly. . Results of operations for Northrop Grumman and Litton require management to make estimates of cost to complete major contracts and other factors which materially affect reported earnings. Changes in such estimates and failures to achieve anticipated levels of performance can result in significant charges against earnings. See also "Important Considerations Concerning Elections to Receive NNG Stock" beginning on page 11. Readers are cautioned not to put undue reliance on forward-looking statements. NNG disclaims any intent or obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise. A-90 LEGAL MATTERS The legality of NNG common stock and preferred stock offered by this offer to purchase or exchange will be passed upon by John H. Mullan, Corporate Vice President, Secretary and Associate General Counsel of NNG. Mr. Mullan is paid a salary by Northrop Grumman, is a participant in various employee benefit plans offered to employees of Northrop Grumman generally and owns and has options to purchase shares of Northrop Grumman common stock. EXPERTS The consolidated financial statements and the related financial statement schedule incorporated in this offer to purchase or exchange by reference from Northrop Grumman Corporation's Annual Report on Form 10-K/A for the year ended December 31, 2000 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. The consolidated financial statements incorporated in this offer to purchase or exchange by reference from Litton Industries, Inc.'s Annual Report on Form 10-K for the year ended July 31, 2000 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. A-91 The letter of transmittal, certificates of Litton common stock and preferred stock and any other required documents should be sent or delivered by each Litton stockholder or his or her broker, dealer, commercial bank, trust company or other nominee to the depositary at one of its addresses set forth below. The Depositary for the offer is: EQUISERVE TRUST COMPANY
By Mail: By Hand Delivery: By Overnight Delivery: EQUISERVE TRUST COMPANY EQUISERVE TRUST COMPANY EQUISERVE TRUST COMPANY PO Box 842010 c/o Securities Transfer and Reporting 40 Campanelli Drive Boston, Massachusetts Services, Inc. Braintree, Massachusetts 002284-2010 100 William Street--Galleria 02184 New York, New York 10038
By Facsimile Transmission: (for Eligible Institutions only) Fax: (781) 575-4826 or (781) 575-4827 Confirm by Telephone: (781) 575-4816 Any questions or requests for assistance or additional copies of the offer to purchase or exchange, the letter of transmittal and the notice of guaranteed delivery and related exchange offer materials may be directed to the information agent at its telephone number and location listed below. You may also contact your local broker, commercial bank, trust company or nominee for assistance concerning the offer. The Information Agent for the offer is: [LOGO OF GEORGESON SHAREHOLDER COMMUNICATIONS INC.] 17 State Street, 10th Floor New York, New York Bankers and Brokers Call Collect: (212) 440-9800 All Others Call Toll Free: (800) 223-2064 The Dealer Manager for the offer is: Salomon Smith Barney 388 Greenwich Street New York, New York 10013 (877) 319-4978 Any questions or requests for assistance or additional copies of the offer to purchase or exchange, the letter of transmittal and the notice of guaranteed delivery and related exchange offer materials may be directed to the information agent at its telephone number and location listed above. You may also contact your local broker, commercial bank, trust company or nominee for assistance concerning the offer. A-92 ANNEX B LITTON SCHEDULE 14D-9 B-1 ANNEX D--PART I TO THE INFORMATION STATEMENT -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- Amendment No. 3 to Schedule 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- Litton Industries, Inc. (Name of Subject Company) Litton Industries, Inc. (Name of Person Filing Statement) ---------------- Common Stock, $1.00 Par Value Per Share (Including the Associated Preferred Stock Purchase Rights) Series B $2 Cumulative Preferred Stock, $5.00 Par Value Per Share (Title of Class of Securities) ---------------- 538021 10 6 (Common Stock) 538021 40 3 (Preferred Stock) (CUSIP Number of Class of Securities) ---------------- John E. Preston, Esq. Senior Vice President and General Counsel Litton Industries, Inc. 21240 Burbank Boulevard Woodland Hills, California 91367-6675 (818) 598-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person Filing Statement) ---------------- Copy to: Daniel A. Neff, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 ---------------- [_]Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- B-2 Litton Industries, Inc., a Delaware corporation (the "Company"), hereby amends, supplements and restates in its entirety its Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on January 5, 2001 (the "Schedule 14D-9"), as amended. This amendment constitutes Amendment No. 3 to the Schedule 14D-9. Item 1. Subject Company Information. The name of the subject company is Litton Industries, Inc., a Delaware corporation (the "Company"). The address of the Company's principal executive offices is 21240 Burbank Boulevard, Woodland Hills, California 91367-6675. The Company's telephone number at its principal executive offices is (818) 598- 5000. The titles of the classes of equity securities to which this Solicitation/Recommendation Statement on Schedule 14D-9 (together with any Exhibits or Annexes hereto, this "Statement") relates are (i) the Common Stock, par value $1.00 per share, of the Company (the "Common Stock"), including the associated preferred stock purchase rights (the "Rights" and, together with the Common Stock, the "Common Shares") issued pursuant to the Rights Agreement, dated as of August 17, 1994, as amended, between the Company and The Bank of New York, as Rights Agent, and (ii) the Series B $2 Cumulative Preferred Stock, par value $5.00 per share, of the Company (the "Preferred Shares"). As of December 31, 2000, there were 45,577,834 Common Shares outstanding and 410,643 Preferred Shares outstanding. Item 2. Identity and Background of Filing Person. The filing person is the subject company. The Company's name, business address and business telephone number are set forth in Item 1 above. This Statement relates to the exchange offer by NNG, Inc. ("Purchaser"), a Delaware corporation and a wholly owned subsidiary of Northrop Grumman Corporation, a Delaware corporation ("Northrop Grumman"), to purchase (1) all of the outstanding Common Shares for, at the seller's election, either (i) $80.00 per Common Share, net to the seller in cash (such amount, or any greater amount per share paid pursuant to the Offer, the "Cash Consideration"), (ii) the number of shares of common stock, par value $1.00 per share, of Purchaser that is equal to the Cash Consideration plus $0.25 divided by the average closing price of Northrop Grumman's common stock on the five consecutive trading days ending on the second trading day before the expiration date of the Offer (the "Common Stock Consideration"), or (iii) the number of shares of Series B Preferred Stock of Purchaser, par value $1.00 per share, equal to the quotient of the Cash Consideration divided by the initial liquidation preference per share of Purchaser's Preferred Stock (the "Preferred Stock Consideration"); and (2) all of the outstanding Preferred Shares at a purchase price of $35.00 per Preferred Share, net to the seller in cash (the "Per Preferred Share Amount"), upon the terms and subject to the conditions set forth in the offer to purchase or exchange, dated February 1, 2001 (the "Offer to Purchase") and in the related Letters of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the "Offer"). The Offer is described in a Tender Offer Statement on Amendment No. 5 to Schedule TO (as further amended or supplemented from time to time, the "Schedule TO"), filed by Purchaser with the Securities and Exchange Commission on February 1, 2001. The Offer is being made in accordance with the Amended and Restated Agreement and Plan of Merger (the "Amended Merger Agreement"), dated as of January 23, 2001, among the Company, Northrop Grumman, Purchaser and LII Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Purchaser ("Acquisition I"). The Amended Merger Agreement amends and restates the Agreement and Plan of Merger, dated as of December 21, 2000 among the Company, Northrop Grumman and Acquisition I (the "Original Merger Agreement"). The Amended Merger Agreement further provides that (1) immediately prior to consummation of the Offer, NGC Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Purchaser ("Acquisition II"), will be merged with and into Northrop Grumman, with Northrop Grumman B-3 continuing as the surviving corporation (the "Northrop Merger"), and (2) subject to the satisfaction or waiver of certain conditions, following completion of the Offer, Acquisition I will be merged with and into the Company, with the Company continuing as the surviving corporation (the "Litton Merger," and together with the Northrop Merger, the "Mergers"). As a result of the Mergers the Company and Northrop Grumman will both become subsidiaries of Purchaser, which will be renamed Northrop Grumman Corporation. At the effective time of the Litton Merger (the "Effective Time"), each issued and outstanding Common Share (other than Common Shares owned by Northrop Grumman, Purchaser, the Company or any of their respective subsidiaries, and Common Shares held by stockholders who have perfected their dissenters' rights under Delaware law) will be converted into the right to receive an amount in cash equal to the Cash Consideration (the "Merger Consideration"). At the Effective Time, each issued and outstanding Preferred Share will remain outstanding, without change, as a share of the Series B $2 Cumulative Preferred Stock, par value $5.00 per share, of the corporation surviving the Litton Merger. As a result, after the Litton Merger, holders of Preferred Shares who do not tender their Preferred Shares in the Offer will hold preferred stock in the surviving Litton subsidiary of Purchaser. The Schedule TO states that the principal offices of Northrop Grumman and Purchaser are located at 1840 Century Park East, Los Angeles, California 90067. Item 3. Past Contacts, Transactions, Negotiations and Agreements. Certain contracts, agreements, arrangements or understandings between the Company or its affiliates and certain of its directors and executive officers are described in the Information Statement (the "Information Statement") pursuant to Rule 14f-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that is attached as Annex B to this Statement and is incorporated herein by reference. Except as set out in this Statement (including in the Exhibits hereto and in Annex B hereto) or incorporated herein by reference, to the knowledge of the Company, as of the date of this Statement there exists no material agreement, arrangement or understanding or any actual or potential conflict of interest between the Company or its affiliates and (1) the Company's executive officers, directors or affiliates or (2) Purchaser or Purchaser's executive officers, directors or affiliates. The Confidentiality Agreement. On June 23, 2000, the Company and Northrop Grumman entered into a confidentiality agreement, in connection with their mutual interest in exploring a transaction involving a potential form of teaming arrangement, joint endeavor or other combination. The summary of that agreement, contained in the Offer to Purchase under "Other Agreements--Confidentiality Agreement" is incorporated herein by reference. The Original Merger Agreement. The summary of the Original Merger Agreement and the statement of the conditions of the cash tender offer of Acquisition I contained in Sections 12 and 16, respectively, of the offer to purchase, dated January 5, 2001, which is filed as Exhibit (a)(1)(i) to the Schedule TO and which was mailed to stockholders on January 5 are incorporated herein by reference. The summary and description of the Original Merger Agreement are qualified in their entirety by reference to the Original Merger Agreement, which has been filed as Exhibit (e)(1) hereto and is incorporated herein by reference. The Amended Merger Agreement. The summary of the Amended Merger Agreement and the statement of the conditions of the Offer contained in "The Amended Merger Agreement" and the "The Offer--Conditions of the Offer" sections, respectively, of the Offer to Purchase, dated February 1, 2001, which is filed as Exhibit (a)(4) hereto and which is being mailed to stockholders together with this Statement, are incorporated herein by reference. The summary and description of the Amended Merger Agreement are qualified in their entirety by reference to the Amended Merger Agreement, which has been filed as Exhibit (e)(14) hereto and is incorporated herein by reference. B-4 Effects of the Offer and the Litton Merger Under Company Stock Plans and Agreements Between the Company and its Executive Officers. Certain members of the Company's management, including the Company's Chief Executive Officer and the Company's President, who are also members of the Board of Directors of the Company (the "Board"), have interests in the transactions contemplated by the Amended Merger Agreement that are in addition to their interests as Company stockholders generally. As described below, consummation of the Offer will constitute a change in control of the Company for purposes of determining the entitlement of the executive officers of the Company to certain severance and other benefits. Furthermore, Dr. Sugar, currently the Company's President and Chief Operating Officer, will become a Northrop Grumman Corporate Vice President, and President and Chief Executive Officer of the new Litton subsidiary of Northrop Grumman. Dr. Sugar will also be nominated to Northrop Grumman's Board of Directors effective as of the closing of the Litton Merger. The Board was aware of these interests and considered them, among other matters, in approving the Amended Merger Agreement and the transactions contemplated thereby. Stock-based Rights. All unvested options to purchase Common Shares then held by executive officers will vest upon consummation of the Offer. Upon consummation of the proposed Litton Merger, each outstanding option which is then vested, including all options held by the Company's executive officers, will be converted into the right to receive a cash payment equal to the product of (i) the excess of the Merger Consideration over the per share exercise price of the option times (ii) the number of shares subject to the option, unless the holder elects before the Effective Time to have the option converted into an option to acquire shares of Purchaser and Purchaser permits such an election. Each outstanding option which is unvested at the Effective Time will be converted into an option to purchase shares of Purchaser common stock, except that the number of options so converted may not exceed 1,244,253. Unvested options in excess of that limit will be treated as if they were vested options, with such treatment applied pro rata to all unvested options. Upon consummation of the Offer, all restrictions will lapse with respect to previously granted restricted Common Shares, including those held by the Company's executive officers, and all deferred stock units will become immediately due and payable. As a result of the consummation of the Offer and the Litton Merger, in respect of their options, deferred stock units and restricted stock, for which vesting will be accelerated by consummation of the Offer, the directors and executive officers will receive the following cash payments, unless Purchaser permits an election, and they elect to have some or all of their options converted into Purchaser options: Mr. Brown, $7,770,959, Dr. Sugar, $17,627,758, Mr. Steuert, $3,914,423, Mr. St. Pe, $2,305,887, Mr. Halamandaris, $2,691,020, and all remaining executive officers and directors, as a group, $11,850,821. Change of Control Agreements. The Company is party to Change of Control Employment Agreements with 53 of its executives, including all its executive officers. The parties to the Amended Merger Agreement acknowledged and agreed that the consummation of the Offer will constitute a "change of control" under these agreements. Accordingly, upon termination of employment by the executive officer for "good reason" or "without cause" by the Company within three years following the change of control, or, if the executive officer terminates employment for any reason during the 30-day period following the first anniversary of the change of control, the executive officer will be entitled to three times the executive officer's base salary and highest bonus award of any type, including, without limitation, any annual or signing bonus paid during the last three full fiscal years, continuation of welfare benefits for three years, three years of service credit under the Company's pension plan and, if applicable, the Supplemental Executive Retirement Plan, and provision of certain other benefits in accordance with the Company's plans and practices. On December 21, 2000, the Compensation and Selection Committee of the Board (the "Committee") specified that the following comprise these other benefits: . Incentive Loan Program; . Use of a Company automobile by the executive officer without cost, with a tax gross-up, for three years following termination; B-5 . Executive Financial Planning for an additional year following termination; . Directors' and Officers' Liability Insurance for six years following termination; . Continued participation in the Hyatt Legal Plan for three years following termination; and . Educational assistance programs for three years following termination. In addition, the Committee specified that the welfare plan benefits that continue under the agreements during the three-year period following termination include: . Supplemental Medical Insurance Plan for Key Executive Employees; . Executive Survivor Benefit Plan; and . Executive Physical Plan. Under the terms of the Change of Control Employment Agreements, the Company will also pay any legal fees and expenses incurred by the executive officer in connection with a dispute arising out of the subject matter of the agreement. If any payment received under an executive officer's Change of Control Employment Agreement or otherwise is subjected to the excise tax imposed under Section 4999 of the Internal Revenue Code (the "Code"), the executive officer is entitled to an additional payment to restore the executive officer to the same after-tax position that the executive officer would have been in if the excise tax had not been imposed. On December 21, 2000, Dr. Sugar's Change of Control Employment Agreement, dated June 21, 2000, was modified to clarify the intent of both parties that Dr. Sugar's letter agreement, dated June 21, 2000, was not to be superseded by his Change of Control Employment Agreement. It is estimated that the total maximum amount of cash severance payable to each executive officer under these agreements, not including any excise tax gross-up, would be: $6,188,052 for Mr. Brown, $5,000,000 for Dr. Sugar, $3,084,869 for Mr. Steuert, $2,997,540 for Mr. St. Pe, $3,366,800 for Mr. Halamandaris, and $16,128,160 for all remaining executive officers as a group. Employment Agreement between Northrop Grumman and Dr. Sugar. On December 21, 2000, Northrop Grumman entered into a letter agreement with Dr. Sugar pursuant to which Dr. Sugar will serve as Corporate Vice President of Northrop Grumman, President and Chief Executive Officer of the Litton subsidiary of Northrop Grumman, and a member of the Northrop Grumman Board of Directors effective upon the closing date of the Litton Merger, provided that the Litton Merger closes on or before December 31, 2001. In general, under the terms of this letter agreement, Northrop Grumman assumes the obligations of the Company under Dr. Sugar's Change of Control Employment Agreement and his letter agreement dated June 21, 2000. However, Dr. Sugar's rights under those agreements are modified in two respects. First, Dr. Sugar will not be entitled to severance benefits under those agreements if he terminates his employment during the employment period commencing on the closing date of the Litton Merger and ending on the later of (i) the date six months following the closing date or (ii) December 31, 2001, although he will retain the right to receive severance benefits if he terminates his employment after that employment period on the basis of an event that occurs during that employment period that constitutes "good reason" under his Change of Control Employment Agreement or a "constructive termination without cause" prior to December 31, 2001 under the letter agreement dated June 21, 2000. Second, during the 30-day period following such employment period, Dr. Sugar will have the right to voluntarily terminate his employment for any reason and such termination will be considered a termination for "good reason" under his Change of Control Employment Agreement and a "constructive termination without cause" prior to December 31, 2001 under the letter agreement dated June 21, 2000. The letter agreement affirms that in the event of any such termination, Dr. Sugar will be entitled to a total severance benefit under those agreements equal to the greater of (i) $5,000,000 or (ii) three times the sum of his annual base salary and highest bonus award during the last three full fiscal years. In addition, the letter agreement will not affect Dr. Sugar's right to accelerated vesting of stock options or restricted stock upon the consummation of the Offer. On January 31, 2001, this letter agreement was amended by a second letter agreement to clarify that references to Northrop Grumman will mean, after the Effective Time, the corporation then called Northrop Grumman Corporation and formerly known as NNG, Inc. B-6 Restoration Plan and Trust. The Company's Restoration Plan, an unfunded, nonqualified retirement plan, restores Company-provided retirement benefits and Financial Security and Savings Program ("FSSP") matching contributions, which an FSSP participant could have received if it were not for the limitations prescribed by the Code. Upon consummation of the Offer, benefits under this plan will vest in full and all participants will become immediately eligible for the commencement of payment of benefits. As of January 31, 2001, a grantor trust to fund the Restoration Plan was established and the Committee will have the authority to decide whether benefits payable under the plan should be paid in a present value lump sum. Non-Employee Director Deferred Compensation Plan. Under the Company's Non- Employee Director Deferred Compensation Plan, non-employee directors may defer annual retainers and meeting fees in the form of units of Common Shares or stock options. Non-employee directors may also elect to defer compensation in the form of cash in an interest bearing account. Upon the consummation of the Offer, each director's account will be immediately due and payable in a lump sum. Additional Participants in the Executive Medical Plan. On December 21, 2000, the Committee approved the addition of two executive officers as participants in the Executive Medical Plan. The approximate cost of these additional executive officers will be $105,840. Amended and Restated Supplemental Executive Retirement Plan. The Company's Supplemental Executive Retirement Plan (or "SERP") is an unfunded, nonqualified defined benefit retirement plan that provides certain key employees of the Company with supplemental retirement benefits. Upon consummation of the Offer, the following features of the plan will be triggered: . No additional participants may be designated under the plan; . Each active participant will be vested regardless of years of service or age and there will be a waiver of all conditions concerning eligibility for payment of a retirement benefit that requires (i) filing of elections, (ii) compliance with non-competition agreements, (iii) satisfaction of any other terms or conditions or the application of any benefit reductions, and (iv) termination of employment with the Company in order to begin receiving retirement benefits; . Within ten days after the consummation of the Offer, the Company will be required to fund a grantor trust for benefits under the plan; . So long as a claim is not frivolous, the Company will be responsible for all legal fees incurred in connection with a claim for benefits under the plan; and . Any amendment, termination or suspension of the plan will require consent of 85% of participants. On December 21, 2000, the Committee amended the definition of "average compensation" used to calculate SERP benefits to provide that, in the event of a change of control, "average compensation" will be the greater of (i) the participant's highest annual compensation during the past ten years (or, if a participant has not been employed by the Company for an entire year, the annualized amount of base pay plus incentive compensation), or (ii) the participant's annualized base pay plus maximum targeted incentive compensation for the calendar year in which a change of control occurs. On December 21, 2000, the Committee approved the addition of three executive officers as participants in the SERP, effective immediately prior to the signing of the Original Merger Agreement. As a result of the foregoing, the Company's executive officers will become entitled to an immediate lump-sum payment of their retirement benefits under this plan, upon consummation of the Offer. The total benefits, and the portions representing the enhanced value resulting from consummation of the Offer, are as follows: $11,663,095 and $7,977,381 for Mr. Brown, $3,051,881 and $3,051,881 for Dr. Sugar, $6,050,411 and $6,050,411 for Mr. Steuert, $3,878,564 and $2,003,859 for Mr. St. Pe, $4,223,506 and $2,572,463 for Mr. Halamandaris and $15,177,982 and $12,556,312 for all other executive officers. B-7 Approval of Certain Threshold, Commitment and Maximum Awards under the 2001 Annual Incentive Plan and 2001 Special Cash Incentive Plan for Ronald D. Sugar. The 2001 Annual Incentive Plan provides annual awards to designated participants, including executive officers, upon achievement of certain financial performance objectives of the Company, and individual performance objectives, in certain instances. Absent a change of control, individual awards will equal a specified percentage of base pay as of July 31, 2001, depending upon whether the performance reaches threshold, commitment or maximum levels; except that no individual may receive an award in excess of $2 million. Under the plan, upon a change of control of the Company, including consummation of the Offer, awards will be paid to participants immediately. On December 21, 2000, the Committee determined that upon consummation of the Offer, corporate performance for fiscal year 2001 will be deemed to be achieved at the maximum level. Therefore, if the Offer is consummated before the end of fiscal year 2001, awards under this plan will be payable to the plan's Corporate participants, including executive officers, at the maximum percentages of base salary, without proration, upon consummation of the Offer. If the Offer has not been consummated before the end of fiscal year 2001, awards will be payable at the end of the fiscal year at the maximum level. In addition, the Committee determined that awards for Group and Division participants (except for participants from the Advanced Electronics Group) will be increased to 125% of the level earned, provided performance achieves the commitment level, and will remain payable without proration at the end of the fiscal year, except that no award may exceed the maximum level. On December 8, in connection with the proposed sale of the Advanced Electronics Group, the Committee determined that awards for participants from the Advanced Electronics Group will be increased to 150% of the level earned, provided performance reaches the threshold level, and will be payable, on a pro rata basis, at the end of the fiscal year. The maximum annual bonuses payable to the executive officers pursuant to this plan are as follows: $1,237,610 for Mr. Brown, $775,008 for Dr. Sugar, $571,272 for Mr. Steuert, $555,100 for Mr. St. Pe, $731,913 for Mr. Halamandaris and $2,863,989 for all other executive officers. The 2001 Special Cash Incentive Plan for Ronald D. Sugar was established in accordance with his letter agreement dated June 21, 2000 and was approved at the September 20, 2000 meeting of the Committee. On December 21, 2000, the Committee determined that Dr. Sugar has achieved maximum performance as described in the plan. As a result, he will be entitled to a bonus of $857,963 upon the earlier of the consummation of the Offer or July 31, 2001. Retirement Arrangements for Certain Executive Officers. On December 21, 2000, the Committee approved retirement benefit enhancements for Mr. Brown and one other executive officer. These enhancements provide each executive officer retirement benefits that equal those that he would have enjoyed had he continued to work for the Company until the attainment of age 65. For this benefit, the Committee assumed that the salaries of Mr. Brown and the other executive officer would increase 7% per year. The Committee also assumed that Mr. Brown and the other executive officer would receive a maximum bonus award for compensation purposes. The cost of these increased benefits will be approximately $6,114,859. The Committee also resolved that Mr. Brown and the other executive officer will participate in the Executive Medical Program for life. Finally, the Committee resolved that Mr. Brown and the other executive officer will participate as active employees in the Executive Life Insurance Program until each attains age 65. The current benefit payable to Mr. Brown and the other executive under the Executive Life Insurance Program is four times salary until they attain age 65 and one times salary for five years thereafter. When Mr. Brown and the other executive officer attain age 70, the benefit payable will decrease to $100,000. Employee Benefits. The Amended Merger Agreement provides that Purchaser will not demand, and will cause the surviving corporation in the Litton Merger not to demand, repayment of loans currently outstanding under the Company's Incentive Loan Program before December 31, 2001. As of October 27, 2000, Mr. Brown, Dr. Sugar, Mr. Halamandaris, and Mr. Steuert, together with four other executive officers, had loan balances outstanding under this program. The Amended Merger Agreement also provides that Purchaser will assume and honor, and will cause the surviving corporation in the Litton Merger to assume and honor, the Company's commitments to provide lifetime medical benefits under the Company's Executive Medical Plan to Mr. Brown, another executive officer and two directors and their respective spouses. B-8 The Amended Merger Agreement further provides that Purchaser will continue the executive life insurance policies as in effect on December 21, 2000 for the remaining lifetime of certain retired Company executives, including two who currently serve as directors. Director and Officer Indemnification; Insurance. The Amended Merger Agreement provides that Northrop Grumman and the Company will jointly and severally indemnify to the fullest extent of the law all current, former and future officers and directors of the Company and its subsidiaries against (i) all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement payments or liabilities arising out of any claim or proceeding based on the fact that any such person was a director or officer of the Company or its subsidiaries and (ii) all liabilities arising out of the Amended Merger Agreement and the transactions contemplated by it. The Amended Merger Agreement further provides that the provisions of the certificate of incorporation and bylaws of the surviving corporation shall be at least as favorable to indemnified officers and directors as the Company's current certificate and bylaws. The Amended Merger Agreement also provides that, for six years after the Effective Time, the Company will maintain directors' and officers' liability insurance on coverage terms at least as favorable as the insurance provided by the Company to its officers and directors, provided that the premiums for such insurance do not exceed 300% of the insurance premiums currently paid by the Company. Item 4. The Solicitation or Recommendation. (a) Recommendation of the Board. At a meeting held on January 23, 2001, the Board determined that the terms of the Offer and the Litton Merger are advisable, fair to, and in the best interests of, the common stockholders of the Company. At this meeting, the members of the Board present unanimously approved the Amended Merger Agreement, the Offer, the Litton Merger and the other transactions contemplated by the Amended Merger Agreement, including the Stockholder's Agreement, for purposes of Section 203 of the Delaware General Corporation Law ("DGCL"). The members of your Board present at a duly called special meeting unanimously recommend that common stockholders accept the Offer and tender their Common Shares in the Offer. Neither the Company nor the Board makes any recommendation to any stockholder as to whether to tender or to refrain from tendering Preferred Shares for the reasons set forth in (b)(ii)(13) below. Each stockholder must make his or her own decision whether to tender Preferred Shares. The Offer gives stockholders who are considering a sale of all or part of their Preferred Shares the opportunity to sell such Preferred Shares for a higher price than that available in the open market immediately prior to the announcement of the Offer and without the usual transaction costs associated with market sales. Holders of Preferred Shares should also consider the possible effects of the Offer on the market for Preferred Shares, as described in the Offer to Purchase under "The Offer--Reduced Liquidity; Possible Delisting." No director or officer owns any Preferred Shares. A letter to the Company's stockholders communicating the Board's recommendation and a press release announcing the execution of the Amended Merger Agreement are filed herewith as Exhibits (a)(2)(iv) and (a)(5)(ii), respectively, and are incorporated herein by reference. (b) (i) Background of the Offer; Contacts with Northrop Grumman. On March 16, 2000, the Company's management presented its annual review of strategic alternatives to the Board at a regularly scheduled meeting. The review included an overview of the Company's strategic plan and several alternative strategies, including potential acquisitions, divestitures and mergers. The Board requested that management continue its analyses of strategic alternatives for further discussion at the May Board meeting. On May 18, the Board held a regular meeting at which the Company's management presented additional analyses of strategic alternatives. The presentation included a review of the potential divestiture of the B-9 Company's Advanced Electronics Group, as well as other alternatives, including a potential merger with Northrop Grumman, which was identified in light of discussions and conversations in which representatives from the two companies had engaged at times during the prior several years. Northrop Grumman was also identified as one of the likely buyers of the Advanced Electronics Group. Following the May Board meeting, the Company's management, as part of its exploration of strategic alternatives to the potential sale of the Advanced Electronics Group, initiated contacts with Northrop Grumman regarding potential areas of mutual strategic interest. On June 23, the Company and Northrop Grumman entered into a confidentiality agreement in connection with their mutual interest in exploring a transaction involving a potential form of teaming arrangement, joint endeavor or other combination. On July 19, the Company's management and Northrop Grumman's management met to provide each other with an overview of their respective companies and to discuss potential forms of combination. On September 14, Mr. Brown and Mr. Kresa discussed a potential combination of Northrop Grumman and the Company. Mr. Kresa proposed a potential combination in which the Company's stockholders would receive a value equal to 0.70 shares of Northrop Grumman common stock for each Common Share, consisting of 80% Northrop Grumman common stock and 20% cash, and indicated that there could be flexibility regarding the cash and stock percentages. On September 21, the Board held a regularly scheduled meeting. At that meeting, Mr. Brown briefly informed the Board of his discussion with Mr. Kresa. The Board supported management's position that the Company should not pursue Mr. Kresa's proposal. On October 19, the Board held a regular meeting at which the Company's management reviewed strategic alternatives, including the potential sale of the Advanced Electronics Group. The Board directed the Company's management to proceed with actions to explore the sale of the Advanced Electronics Group. On October 20, the Company announced that the Board had authorized the management to explore the sale of the Advanced Electronics Group. On October 20, Mr. Kresa sent a letter to Mr. Brown stating that, subject to confirmatory due diligence, Northrop Grumman was prepared to acquire the Company for a value equal to 0.70 shares of Northrop Grumman common stock for each Common Share, with 80% of the consideration to be paid in Northrop Grumman common stock and 20% to be paid in cash. This offer represented a price of $60.725 per Common Share, based on Northrop Grumman's closing share price that day of $86.75. Mr. Kresa's letter stated that such a transaction would represent a 24% premium over the Company's closing price on October 20, and a 46% premium over Company's closing price on September 13 (the day before discussions between Mr. Kresa and Mr. Brown took place). Mr. Kresa's letter also stated that the strategic sale by the Company of the Advanced Electronics Group would be in conflict with Northrop Grumman's plans for the combined company. On October 25, Mr. Brown informed Mr. Kresa that he would discuss Mr. Kresa's October 20 proposal with the Board, but that it was Mr. Brown's view that the proposal was essentially the same as the proposal Mr. Kresa communicated in September, which had already been rejected. On October 31, during a telephone call, Mr. Kresa and Mr. Brown again discussed the possibility of a business combination between the Company and Northrop Grumman. Mr. Brown made three principal points. First, he highlighted the "hidden value" of certain aspects of the Company's business that the Board did not feel were properly reflected in the Company's share price, including the potential recovery in its litigation against Honeywell and the extraordinary growth potential of the Electronic Components and Materials business. Second, Mr. Brown explained the strategic reasoning behind the Company's contemplated divestiture of the Advanced Electronics Group. Third, Mr. Brown emphasized that the Board believed that Northrop Grumman's proposal, as set out in Mr. Kresa's letter of October 20, was inadequate in terms of the value it placed on the Company. B-10 On November 2, in response to this discussion, Mr. Kresa sent another letter to Mr. Brown stating that Northrop Grumman was willing to entertain transaction structures whereby the Company's stockholders would remain the primary beneficiaries of the Honeywell litigation and the growing Commercial Electronics business. Mr. Kresa also reiterated that the sale of the Advanced Electronics Group was in conflict with Northrop Grumman's plans for the combined company and urged the Company to suspend the sale process until the Company and Northrop Grumman had the opportunity to complete their mutual consideration of a transaction. Mr. Kresa further stated that Northrop Grumman had reexamined its October 19 proposal and had decided to alter its proposal, subject to confirmatory due diligence, to reflect a value for the Company equal to 0.75 shares of Northrop common stock for each Common Share, with 50% of the consideration to be paid in Northrop Grumman common stock and 50% to be paid in cash. The revised proposal also contemplated providing to the Company's common stockholders additional value to be derived from the Honeywell litigation and the Commercial Electronics business. This proposal represented a price of $61.6875 per Common Share, based on Northrop Grumman's closing share price that day of $82.25, plus the value of any interest, which had not been defined, to be retained in the Honeywell litigation and the Commercial Electronics business. On November 3, the Board held a special meeting to review the Company's strategic plan, and its related assumptions and risks, as well as alternatives to the strategic plan including the potential sale of the Advanced Electronics Group, the sale of other parts of the Company and the sale of the entire Company. At the meeting the Board approved proceeding with the sale of the Advanced Electronics Group. The consensus of the Board was that management continue discussions with Northrop Grumman concerning Northrop Grumman's interest in a business combination with the Company. In this regard the Board noted that Northrop Grumman had exhibited a high degree of interest in a business combination with the Company and had demonstrated flexibility in terms of potential transaction structures and pricing, but had not proposed a transaction which the Board considered attractive. The Board did not want to preclude the possibility that Northrop Grumman might ultimately propose a transaction offering compelling value for the Company's stockholders. On November 6, the Company formally announced its decision to sell its Advanced Electronics Group. On November 8, the Company signed an engagement letter with Merrill Lynch & Co. ("Merrill Lynch") whereby Merrill Lynch agreed to advise the Company in the event a business combination with Northrop Grumman were to be negotiated. For the terms of that engagement letter, see Item 5--Persons/Assets Retained, Employed, Compensated or Used. On November 9 and 10, the Company's management met with Northrop Grumman's management and informed it that, in order for any business combination proposal to cause the Company to forego its planned sale of the Advanced Electronics Group and its intention to continue its operations in accordance with the Company's strategic plan, the proposed transaction would have to offer values consistent with stockholder interest and would have to properly value each of the business segments and assets of the Company. The Company's management again advised that the proposal set forth in the November 2 letter did not meet these requirements. On November 29, Mr. Kresa sent another letter to Mr. Brown outlining a revised proposal to acquire the Company. Mr. Kresa stated that Northrop Grumman was prepared to acquire 100% of the Common Shares in one of two potential transactions, and included a draft merger agreement for each transaction. The first transaction contemplated exchanging each Common Share for a value equal to 0.75 of a share of Northrop Grumman common stock with 50% to be paid in Northrop Grumman common stock and 50% to be paid in cash, and a contingent value instrument structured to provide the Company's common stockholders with 75% of the net after-tax recovery in the pending Honeywell and fiber-optic litigation and between 40% and 60% of the net after-tax value of the Electronic Components and Materials business achieved within the five- year period following the closing of the transaction, depending on the values achieved on a pre-tax basis. Not including the value of the contingent value instrument, this first transaction represented a price of $63.1875 per Common Share, based on Northrop Grumman's closing price of $84.25. The second transaction consisted of $72.00 in cash for each Common Share and did not include a contingent value instrument. The financing for B-11 the alternative transactions would be provided from Northrop Grumman internally available funds as well as existing lending sources. On December 1, the Board held a special telephonic meeting to discuss the terms proposed by Northrop Grumman on November 29. Based on the presentations and discussions, the Board concluded that only an all cash offer would be acceptable, and that the $72.00 price contained in the November 29 proposal for an all cash transaction was inadequate. Also at the meeting, the Company's outside legal advisors advised the Board with respect to its fiduciary duties. The Board authorized the Company's management and representatives from Merrill Lynch to continue discussions with Northrop Grumman. On December 4, 5 and 11, representatives from Merrill Lynch delivered summary, publicly available offering memoranda data relating to the Advanced Electronics Group to selected potential acquirers of the Advanced Electronics Group. On December 8, the Board held a regular meeting at which the Company's management and representatives from Merrill Lynch updated the Board with respect to discussions with Northrop Grumman and other strategic alternatives. Representatives from Merrill Lynch reviewed their report dated December 8 which set forth the historical stock price trading ranges and volume for the Company, comparable valuations for publicly traded aerospace and defense companies and comparable valuations for recent aerospace and defense transactions. The report also included several valuation ranges for the Company based on various valuation methodologies. These included a range of values based on comparable trading and transaction valuations, present values of strategic plan cash flows and projected stock prices, and pre-tax and after-tax sum-of-the-parts valuations. The Board authorized the Company's management and representatives from Merrill Lynch to continue discussions with Northrop Grumman. On December 12 and 14, Mr. Steuert met with Albert F. Myers, Corporate Vice President and Treasurer of Northrop Grumman, during which they discussed potential synergies which could be achieved in a business combination. On December 14, Mr. Brown had conversations with Mr. Kresa. Mr. Brown indicated that, if Northrop Grumman was prepared to offer $80.00 per Common Share in cash for the Company, he would recommend to the Board that it accept the offer. Later that day, Mr. Kresa informed Mr. Brown that the Northrop Grumman Board of Directors was prepared to raise its all-cash proposal to $80.00 per Common Share. Between December 15 and December 21, the legal advisors and management of the Company and Northrop Grumman negotiated the terms of a definitive merger agreement and the Company's management and financial advisors provided Northrop Grumman's management and financial advisors with financial and legal due diligence, as had been provided at various times during November and December. By the morning of December 20, the Company's management and legal advisors and Northrop Grumman's management and legal advisors had reached agreement on all major substantive issues. On December 21, the Board met to consider the terms of the merger agreement and to vote on the proposed transaction. Representatives from Merrill Lynch presented the financial and valuation analyses they had performed and then delivered Merrill Lynch's oral opinion, confirmed later that day in writing, that as of the date of that opinion, and based upon and subject to certain considerations and assumptions, the $80.00 in cash per Common Share to be received by the Company's common stockholders was fair from a financial point of view to such holders other than Northrop Grumman and its affiliates. At the same meeting, the Company's outside legal counsel described the terms and effects of the merger agreement. Following further discussion and consideration, the Board, by unanimous vote, approved and authorized the execution of the merger agreement on the terms discussed at the meeting. On Thursday afternoon, December 21, representatives of the Company's and Northrop Grumman's respective management and legal advisors completed the definitive Original Merger Agreement. Thereafter, the Company and Northrop Grumman entered into the Original Merger Agreement and issued a joint press release announcing the transaction. B-12 On December 29, Unitrin, Inc. ("Unitrin") and certain of its subsidiaries, which together beneficially own approximately 27.8% of the Common Shares, filed Amendment No. 3 to their Schedule 13D relating to the Common Shares. Unitrin disclosed that in light of the announcement of the Original Merger Agreement, it was carefully evaluating its alternatives with respect to its investment in the Company, including, among other things, making proposals or entering into discussions regarding an alternative transaction. On January 4, Purchaser and the Company filed their Notification and Report Forms with the Antitrust Division of the Department of Justice (the "Antitrust Division") and the Federal Trade Commission (the "FTC") under the Hart-Scott- Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") thus commencing the 15-day waiting period applicable to the all-cash tender offer under the antitrust laws. On January 5, Acquisition I commenced its all-cash tender offer, filed its Schedule TO with the SEC and began mailing the offer documents to the Company's stockholders. On the same day, the Company filed with the SEC and began mailing to its stockholders its Statement on Schedule 14D-9, recommending that the common stockholders accept the $80.00 in cash and tender their shares in the offer. The Company remained neutral toward the $35.00 in cash offered for the Preferred Shares. On January 10, Richard C. Vie, Chairman, President and Chief Executive Officer of Unitrin, indicated to Mr. Brown that while Unitrin supported the combination of Northrop Grumman and the Company, it was concerned about the consequences of an all-cash tender offer to Unitrin. The Company stated its willingness to consider alternative structures for the transaction, provided that: (1) no stockholder who wanted cash would be required to accept Northrop Grumman securities in the transaction; (2) the restructured transaction would be at least as certain to be completed as the original transaction; (3) it would not materially delay the time at which Company stockholders who wanted to sell their shares for cash would be paid; and (4) all of the Company's common stockholders would be treated equally. Between January 12 and January 15 the Company, Northrop Grumman, Unitrin, and their respective financial and legal advisors discussed potential alternative structures for the transaction. On January 15, the Board met and heard presentations from the Company's management and advisors on the recent developments. The Board authorized the Company's management to continue to explore possible modifications to the structure of the transaction contemplated by the Original Merger Agreement. On January 16, the Company and Northrop Grumman issued separate press releases announcing that they were in discussions that contemplated amending the terms of the merger to be effected after the cash tender offer for all shares. The companies said that the amendment under discussion was intended to allow the Company's common stockholders to exchange their Common Shares in the merger for securities of Northrop Grumman or an affiliate on a basis intended to be tax-deferred. Representatives of the Company and Northrop Grumman have met with representatives of the United States Department of Defense ("DOD") and the Antitrust Division to discuss the competitive impact of the proposed transaction. As a result of the meetings, it became clear that it would take longer than initially expected to gather and present the data necessary to assure the DOD and Antitrust Division that the proposed transaction raised no material competitive issues. The Company believes that the proposed transaction raises no material competitive issues. However, in order to avoid the issuance, or substantially limit the scope, of a Request for Additional Information and Documentary Materials from the Antitrust Division, the Company and Northrop Grumman voluntarily withdrew their HSR Act filings on January 16. The Company and Northrop Grumman refiled their HSR Act Notification and Report Forms on January 31 and expect to clear the antitrust review process by the end of the first quarter of 2001. After discussing several alternatives to the transaction contemplated by the Original Merger Agreement, the Company and Northrop Grumman concluded that an exchange offer in which all holders of Common Shares could elect to receive cash, without proration, or equity securities of a newly organized holding company that would be the parent corporation of Northrop Grumman and Litton best met the various goals of the parties. B-13 Between January 17 and January 23, the management and legal advisors of the Company, Northrop Grumman and Unitrin negotiated amendments to the Original Merger Agreement. Over the same period, the financial advisors of the Company, Northrop Grumman and Unitrin negotiated the terms of the Series B Preferred Stock to be issued by Purchaser in connection with the Offer and certain other financial terms. At the same time, the management and advisors of Northrop Grumman, Unitrin and the Company negotiated the terms of the Stockholder's Agreement, among Northrop Grumman, Purchaser and Unitrin (the "Stockholder's Agreement"). By the afternoon of January 23, the Company's management and Northrop Grumman's management and their respective advisors had reached agreement on all major substantive issues. On January 23, the Board met to consider the terms of the proposed amendment to the Original Merger Agreement. Representatives from Merrill Lynch presented the results of their financial and valuation analyses and then delivered Merrill Lynch's oral opinion, confirmed later that day in writing, that as of the date of that opinion, and based upon and subject to certain considerations and assumptions, the aggregate consideration to be received by the holders of Common Shares, other than Purchaser and its affiliates, was fair from a financial point of view. The Company's outside legal counsel described the terms and effects of the amendment to the Original Merger Agreement. Following further consideration, the Board, by unanimous vote of those directors present (with only one director absent), approved and authorized the execution of the Amended Merger Agreement. In the morning of January 24, representatives of the Company's and Northrop Grumman's respective management and legal advisors completed the Amended Merger Agreement and representatives of Northrop Grumman's and Unitrin's advisors completed the Stockholder's Agreement. Thereafter, the Company and Northrop Grumman executed the Amended Merger Agreement and issued a joint press release announcing the amended transaction. (ii) Reasons for the Recommendation of the Board. In reaching its recommendations described above in paragraph (a) of this Item 4, the Board considered a number of factors, including the following: 1. Company Operating and Financial Condition. The Board considered the current and historical financial condition and results of operations of the Company, as well as the prospects and strategic objectives of the Company, including the risks involved in achieving those prospects and objectives, and the current and expected conditions in the industries in which the Company's businesses operate. In particular, the Board was concerned that the trend toward consolidation among defense contractors negatively affected the Company's ability to bid successfully as prime contractor on major development and procurement contracts against its largest competitors. A combination with Northrop Grumman would, in the Board's view, expand the Company's opportunities in its major markets. 2. Transaction Financial Terms/Premium to Market Price. The $80.00 Offer represents a premium of over 29% over the $61.6875 closing price of the Common Shares on the New York Stock Exchange on December 20, 2000 (the last trading day prior to the Board meeting at which the Board approved the Original Merger Agreement), a premium of approximately 34% over the average closing price for the 30-day trading period ending on December 20, 2000, a premium of over 40% over the average closing price for the 60-day trading period ending on December 20, 2000, and a premium of approximately 26% over the closing price of $63.4375 on December 18, 2000, which was the highest closing price attained during the 52-week period ending December 20, 2000. The Board concluded that the $80.00 price fairly reflects the Company's prospects for growth and improved performance. 3. Choice of Forms of Consideration. The Board also considered and viewed as desirable the choice of consideration to be paid to holders of Common Shares in the Offer. The Board viewed it as desirable that elections by holders of Common Shares to take the Cash Consideration will not be prorated, so that no holder will be required to accept common or preferred stock and thus would not be subject to the market risk that they would otherwise face as a result of continued investment in the Company's capital stock or stock of Purchaser. The Board was aware that the Cash Consideration to be received by holders of Common Shares in the Offer B-14 and the Litton Merger, and the Preferred Share Amount to be received by the holders of Preferred Shares in the Offer, would be taxable to such holders for federal income tax purposes. Because of this tax consequence, the Board also considered it desirable that holders of Common Shares could make the election, subject to proration if oversubscribed, to receive the Common Stock Consideration or the Preferred Stock Consideration in an exchange of securities intended to be tax-deferred for federal income tax purposes. Further, the Board considered it desirable that holders of Common Shares could either elect to receive common stock, and therefore continue to participate in the future economic returns of the combined companies, or elect to receive preferred stock, and therefore enjoy a fixed income stream in the form of preferred dividends (together with an option if Purchaser's stockholder approval is obtained to convert the preferred shares into common shares, or, if such approval is not obtained, a cash payment based on the value of Purchaser common shares, at a later date). Lastly, the Board considered and found desirable the fact that holders of Common Shares could also elect the manner in which their elections would be prorated in case of oversubscription, such that no holder electing the Preferred Stock Consideration would be required to accept common stock in case of oversubscription. 4. Northrop Grumman Operating and Financial Condition. The Board also considered the current and historical financial condition and results of operations of Northrop Grumman, as well as its prospects. In particular, the Board considered certain valuation analyses of Northrop Grumman's common stock presented by Merrill Lynch. The Board also considered Northrop Grumman's experience in integrating previously acquired businesses and realizing the strategic value of those combinations, as well as Northrop Grumman's ability to reduce its level of indebtedness following acquisitions for which it paid cash consideration. 5. Strategic Alternatives. The Board considered the strategic alternatives available to the Company, including the possibility of growing its business through significant acquisitions while remaining an independent public company. In this respect, the Board noted the limitations on the ability of the Company to acquire other businesses in the shipbuilding sector due to antitrust concerns. The Board also considered the alternative of disposing of certain business units, including the Advanced Electronics Group, in order to focus the Company's resources on the remaining core business units. In considering the Company's strategic alternatives, the Board noted that the strategic fit between the Company and Northrop Grumman made Northrop Grumman, in the Board's view, the most logical acquirer for the Company. On the one hand, Northrop Grumman's existing portfolio of businesses--particularly its focus on systems integration for military customers, its advanced electronics business and its information technology business--complements the Company's businesses. On the other hand, a combination with Northrop Grumman does not appear to raise significant antitrust impediments. 6. Merrill Lynch's Valuation Analysis. The Board considered presentations from Merrill Lynch at a series of meetings. Merrill Lynch's presentations included detailed analyses, including the historical stock price trading ranges and volume for the Company, comparable valuations for publicly traded aerospace and defense companies and comparable valuations for recent aerospace and defense transactions. The presentations also included valuations for the Company based on various methodologies, including comparable trading and transaction valuations, present values of strategic plan cash flows and projected stock prices, and pre-tax and after-tax sum-of-the-parts valuations. 7. Merrill Lynch's Fairness Opinion. The Board considered the opinion of Merrill Lynch delivered to the Board dated January 23, 2001, that as of that date, based upon and subject to certain considerations and assumptions, the aggregate consideration to be received by holders of Common Shares, other than Northrop Grumman and its affiliates, pursuant to the Amended Merger Agreement was fair from a financial point of view to such holders. A copy of the written opinion rendered by Merrill Lynch to the Board, setting forth the procedures followed, the matters considered, the assumptions made and limitations on the review undertaken by Merrill Lynch in arriving at its opinion, is attached hereto as Annex A and incorporated herein by reference. Stockholders are urged to read this opinion in its entirety. The opinion of Merrill Lynch was presented for the benefit of the Board in connection with its consideration of the Amended Merger Agreement and is directed only to the fairness of the aggregate consideration to be received by the holders of Common Shares, other than Northrop Grumman and its affiliates, pursuant to the Offer and the Litton Merger. The opinion does not B-15 constitute a recommendation to any stockholder as to whether such stockholder should tender any Common Shares pursuant to the Offer and how such stockholder should vote on the proposed Litton Merger or any matter related thereto or as to what, if any, election such stockholder should make with respect to the form of consideration to be received in the transaction. The opinion of Merrill Lynch is limited to the fairness of the aggregate consideration to be received by the holders of Common Shares and does not address the consideration to be received by any particular stockholder, which may vary as a consequence of, among other things, the elections made by such stockholder. The Board was aware that Merrill Lynch became entitled to certain fees upon the signing of the definitive Original Merger Agreement and certain fees contingent upon consummation of the Offer. See Item 5--Persons/Assets Retained, Employed, Compensated or Used. 8. Timing of Completion. The Board considered the anticipated timing for the completion of the transactions contemplated by the Amended Merger Agreement, including the structure of the transactions as an exchange offer for all of the Common Shares and Preferred Shares followed by the Litton Merger. The Board considered that the exchange offer could allow stockholders to receive the transaction consideration earlier than in an alternative form of transaction. The terms of the Litton Merger provide that common stockholders will receive the same consideration in cash for each of their Common Shares as received by common stockholders who tender their Common Shares in exchange for the Cash Consideration in the Offer. The Board was aware that the exchange offer contemplated by the Amended Merger Agreement would require Purchaser to file a registration statement with the SEC covering the securities to be issued in the Offer, and that completion of the Offer would require that the registration statement be declared effective by the SEC. The Board understood that this would require the Offer to extend beyond the original expiration date of February 2, 2001 for the all- cash tender offer commenced under the terms of the Original Merger Agreement. However, in light of the discussions among the Company, Northrop Grumman, the Antitrust Division and DOD described under "Background of the Offer; Contacts with Northrop Grumman" above, the Board concluded that it was not likely that antitrust clearance for the all-cash offer would be obtainable significantly earlier than the date on which the exchange offer could be completed under the rules of the SEC. Accordingly, the Board concluded that the inclusion of securities in the Offer would not significantly delay the date on which the Company's stockholders would receive payment for their Common Shares or Preferred Shares. 9. Limited Conditions to Consummation. The Board considered that Northrop Grumman's obligation to consummate the Offer and the Litton Merger is subject to a limited number of conditions (as set forth in the Offer to Purchase under "The Offer--Conditions of the Offer"), with no financing condition. The Board also considered the relative likelihood of obtaining required regulatory approvals for this transaction, and the terms of the Amended Merger Agreement regarding the obligations of both companies to pursue such approvals. The Board is of the view that the proposed transaction is very likely to be consummated. 10. Alternative Transactions. The Board considered that under the terms of the Amended Merger Agreement, while the Company is prohibited from soliciting acquisition proposals from third parties, the Company may engage in discussions or negotiations with, and may furnish non-public information to, a third party that makes an unsolicited written acquisition proposal if, among other things, the Board by a majority vote determines in its good faith judgment, after receiving advice from a financial advisor of national reputation, that such acquisition proposal is reasonably likely to provide greater value to the Company's stockholders from a financial point of view than the Offer and the Litton Merger. In addition, the Company may make inquiries and engage in discussions with a third party that makes an unsolicited written proposal if the Board by a majority vote determines in its good faith judgment, based upon the advice of legal counsel, that it is required to deal further with the third party in order to comply with its fiduciary duties. The Board considered that the terms of the Amended Merger Agreement permit the Company to terminate the Amended Merger Agreement to enter into such a superior transaction involving the Company if the Company pays Northrop Grumman a $110 million termination fee. Although the Board considered that these provisions of the Amended Merger Agreement could have the effect of deterring third parties who might be interested in exploring an acquisition of the Company, the Board concluded that the effect of these provisions would not preclude a superior proposal to acquire the Company. In this regard, the Board recognized that the provisions of B-16 the Original Merger Agreement and the Amended Merger Agreement relating to termination fees and non-solicitation of acquisition proposals were insisted upon by Northrop Grumman as a condition to entering into the Original Merger Agreement and the Amended Merger Agreement, respectively. The Board also considered the effect of the proposed Stockholder's Agreement on the likelihood that a superior proposal to acquire the Company would be presented. Under the Stockholder's Agreement, Unitrin and its affiliates are prohibited from soliciting alternative proposals and are required to tender the Common Shares owned by them into the Offer and take certain other actions in support of the Northrop Grumman transaction. However, these obligations are terminated if the Amended Merger Agreement is terminated. In light of the Company's right, referred to in the preceding paragraph, to terminate the Amended Merger Agreement to enter into a superior transaction, the Board concluded that the Stockholder's Agreement would not deter or be an impediment to alternative proposals to acquire the Company. 11. Lack of Solicitation of Other Potential Acquirers. The Board did not solicit other potential acquirers to determine their interest in a business combination with the Company. In evaluating the possibility that another acquirer for the Company might be willing to pay a higher price than Northrop Grumman, the Board considered the fact that no other potential acquirer appeared as well positioned as Northrop Grumman to realize strategic benefits, including cost savings, from a combination with the Company. Further, the Company did not receive any contacts or inquiries from potential third party acquirers during the five-week period between entering into the Original Merger Agreement and the Amended Merger Agreement. The Board also considered that, although there were other industry participants with the financial ability to acquire the Company, over the past several years Northrop Grumman was the industry participant that had demonstrated the greatest interest in acquiring the Company. Further, for the reasons set forth in paragraph 4 above, the Board believed Northrop Grumman was the most logical strategic acquirer. The Board also considered that under the terms of the Amended Merger Agreement the Company would not be precluded from accepting an unsolicited superior offer if one were to be presented. Finally, the Board concluded that the advantages to the Company's stockholders of entering into the Amended Merger Agreement outweighed the possibility that another company might be willing to pay a higher price for the Company but would be unwilling to present an unsolicited proposal after the Amended Merger Agreement was announced. 12. Potential Conflicts of Interest. The Board considered the interests of certain Company executives in the Offer and the Litton Merger (see Item 3-- Effects of the Offer and the Litton Merger Under Company Stock Plans and Agreements Between the Company and its Executive Officers). 13. Reasons for the Board's Neutrality toward the Preferred Share Amount. The Board considered that the Offer and the Litton Merger provided holders with a choice between selling their Preferred Shares for cash and remaining holders of Preferred Shares following the Litton Merger. In considering Purchaser's offer for the Preferred Shares, the Board concluded that because the Preferred Shares provide the holder with current income, do not participate in the Company's growth, and represent only a fixed claim against the Company's assets in liquidation, the Preferred Shares have significantly different investment characteristics from the Common Shares. The Board further concluded that whether Purchaser's offer of $35.00 net, in cash, per Preferred Share, which is a significant premium to the market price of the Preferred Shares prevailing immediately before the announcement of the Original Merger Agreement, would be considered attractive would depend primarily on the particular circumstances of each holder of Preferred Shares, such as the holder's need for current income and the holder's status as a corporate or individual shareholder. In addition, the Board noted that although the redemption price of $80.00 per Preferred Share substantially exceeds the $35.00 offer price, the Board could not reasonably estimate the likelihood that Purchaser would choose to redeem the Preferred Shares in the future. The Board is aware that Purchaser has stated that it has no intention to cause the Preferred Shares to be redeemed. For these reasons, the Board decided to remain neutral with respect to the Offer for the Preferred Shares. The foregoing includes the material factors considered by the Board. In view of its many considerations, the Board did not find it practical to, and did not, quantify or otherwise assign relative weights to the specific B-17 factors considered. In addition, individual members of the Board may have given different weights to the various factors considered. After weighing all of these considerations, the Board determined by a unanimous vote of the directors present to approve the Amended Merger Agreement and the Litton Merger and to recommend that holders of Common Shares tender their Common Shares in the Offer. (c) Intent to Tender. After reasonable inquiry and to the best of the Company's knowledge, each executive officer and director of the Company currently intends to tender all Common Shares held of record or beneficially owned by such person to Purchaser in the Offer, except for persons who would by tendering incur liability under Section 16(b) of the Exchange Act. Item 5. Persons/Assets Retained, Employed, Compensated or Used. Pursuant to a letter agreement dated November 8, 2000, the Company retained Merrill Lynch to act as its financial advisor in connection with a possible business combination with Northrop Grumman. Merrill Lynch is an internationally recognized investment banking and advisory firm. As part of its investment banking and financial advisory business, Merrill Lynch is continuously engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. In addition, Merrill Lynch is a full-service securities firm engaged in securities trading, brokerage and financing activities. In the ordinary course of its trading and brokerage activities, Merrill Lynch or its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers, in debt or equity securities or senior loans of the Company or Northrop Grumman. In the past, Merrill Lynch and its affiliates have provided financial advisory and financing services for the Company, including pursuant to an engagement letter dated June 15, 2000 in connection with the Company's determination to sell the Advanced Electronics Group. Pursuant to the November 8 engagement letter, the Company agreed to pay Merrill Lynch a fee, in cash, for its financial advisory services in an amount equal to 0.45% of the Consideration paid in connection with any business combination with Northrop Grumman. The engagement letter defined Consideration to include, among other things, the sum of the cash paid to the Company's security holders and the amount of all indebtedness of the Company or any of its subsidiaries assumed in connection with the transaction. Pursuant to the engagement letter, the Company was to pay Merrill Lynch 10% of this advisory fee on execution of the definitive Original Merger Agreement, with the balance to be paid at the date on which the conditions of the exchange offer have been fully satisfied or fully waived by the Company. Based on the Consideration to be paid under the terms of the Amended Merger Agreement, Merrill Lynch's fee for financial advisory services in connection with the Offer and the Litton Merger will be approximately $23 million. The Company has also agreed to reimburse Merrill Lynch for reasonable expenses as incurred. In addition, the Company has agreed to indemnify Merrill Lynch and its affiliates and their respective directors, officers, employees, agents and controlling persons against any and all liabilities related to or arising out of any business combination contemplated by the engagement letter, including the Offer and the Litton Merger, except to the extent that such liabilities are found in a final court judgment to have resulted from Merrill Lynch's willful misconduct, bad faith or gross negligence. The Company has also agreed to indemnify Merrill Lynch against the reasonable expenses, including fees of legal counsel, that are incurred in defending against any pending or threatened claim arising out of the transactions contemplated by the Amended Merger Agreement. Except as described above, neither the Company nor any person acting on its behalf has or currently intends to employ, retain or compensate any person to make solicitations or recommendations in connection with the Offer or the Litton Merger. B-18 Item 6. Interest in Securities of the Subject Company. On December 11, 2000, the Company granted each non-employee director an option to purchase 2,000 Common Shares pursuant to the Company's Non-Employee Director Stock Plan. Pursuant to the plan, the options were immediately exercisable at an exercise price of $61.0625, the closing price of the Common Shares on the day of the grant. On December 1, 2000, Alton J. Brann, Joseph T. Casey, Carol B. Hallett and C. B. Thornton, Jr. were each granted options to purchase 101 Common Shares at an exercise price of $59.6875, as a result of their election, under the terms of the Company's Non-Employee Directors Deferred Compensation Plan, to convert their director's fees into stock options, subject to the Company's Non-Employee Directors Stock Plan. See Annex B to this Statement--Deferred Compensation for Non-Employee Directors. The options were immediately vested and exercisable. On December 5, 2000, Joseph T. Casey and Carol B. Hallett were each granted options to purchase 100 Common Shares and C. B. Thornton, Jr. was granted options to purchase 167 Common Shares, as a result of their election to convert their director's fees into stock options. The options had an exercise price of $59.7188 and were immediately vested and exercisable. On December 8, 2000, Alton J. Brann and C. B. Thornton, Jr. were each granted options to purchase 295 Common Shares and Joseph T. Casey and Carol B. Hallett were granted options to purchase 197 Common Shares and 459 Common Shares, respectively, as a result of their election to convert director's fees into stock options. The options had an exercise price of $60.9375 and were immediately vested and exercisable. On December 1, 2000, David E. Jeremiah and James R. Wilson each received 27.6440 deferred stock units as a result of their election, under the terms of the Company's Non-Employee Directors Deferred Compensation Plan, to defer and convert their director's fees into deferred stock units. Such stock units are payable in Common Shares upon termination of a director's service on the Board. See Annex B to this Statement--Deferred Compensation for Non-Employee Directors. On December 8, 2000, David E. Jeremiah received 126.3590 deferred stock units and James R. Wilson received 54.1538 deferred stock units as a result of their election to defer and convert their director's fees. On January 8, 2001, the Bank of New York, as custodian of the Company's Employee Stock Purchase Plan ("ESPP"), credited to the individual investment accounts of participants the Common Shares it had purchased during December, 2000. The investment accounts of three executive officers were credited with a number of Common Shares, as follows: 11.7877 for Lynne M. O. Brickner; 12.7975 for J. Spencer Davis; and 12.6294 for Frank C. Marshall, Jr. Pursuant to the terms of the ESPP, these credits were made based on a settlement price of $68.5257 per share, representing the average cost of all Common Shares purchased by the ESPP during December. On January 16, 2001, James H. Frey, an executive officer, sold 6,000 Common Shares at $79.00 per share in an open market trade executed through his broker. Except as described in the preceding paragraphs, no transactions in Common Shares or Preferred Shares have been effected during the past 60 days by the Company or, to the knowledge of the Company, by any executive officer, director, affiliate or subsidiary of the Company. Item 7. Purposes of the Transaction and Plans or Proposals. Except as set forth in this Statement, the Company is not currently undertaking or engaged in any negotiations in response to the Offer that relate to (1) a tender offer for or other acquisition of the Company's securities by the Company, any subsidiary of the Company or any other person; (2) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any subsidiary of the Company; (3) a purchase, sale or transfer of a material amount of assets of the Company or any subsidiary of the Company; or (4) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company. B-19 Except as set forth in this Statement, there are no transactions, resolutions of the Board, agreements in principle, or signed contracts in response to the Offer that relate to one or more of the events referred to in the preceding paragraph. Item 8. Additional Information. (a) Purchaser's Designation of Persons to be Elected to the Board. The Information Statement attached as Annex B to this Statement is being furnished in connection with the possible designation by Northrop Grumman, pursuant to the terms of the Amended Merger Agreement, of certain persons to be elected to the Board other than at a meeting of the Company's stockholders. (b) Delaware General Corporation Law. The Company is incorporated under the laws of the State of Delaware. Short-form Merger. Under Section 253 of the DGCL, if Purchaser acquires, pursuant to the Offer or otherwise, at least 90% of the outstanding Common Shares and at least 90% of the outstanding Preferred Shares, Purchaser will be able to effect the Litton Merger after consummation of the Offer without a vote of the Company's stockholders. However, if Purchaser does not acquire at least 90% of the Common Shares and 90% of the Preferred Shares pursuant to the Offer or otherwise, under Section 251 of the DGCL, a vote of the Company's stockholders will be required to adopt and approve the Amended Merger Agreement. As a result, the Company will also have to comply with the Federal securities laws and regulations governing the solicitation of proxies. Among other things, the Company will be required to prepare and distribute a proxy statement and as a consequence a longer period of time will be required to effect the Litton Merger. However, because Purchaser and Northrop Grumman have agreed to cause all of the Common Shares and Preferred Shares owned by them to be voted in favor of the adoption of the Amended Merger Agreement, approval is assured. Delaware Anti-takeover Statute. In general, Section 203 of the DGCL ("Section 203") prevents an "interested party" (defined to include a person who owns or has the right to acquire 15% or more of a corporation's outstanding voting stock) from engaging in a "business combination" (defined to include mergers and certain other transactions) with a Delaware corporation for three years following the date such person became an interested stockholder unless, among other things, the "business combination" is approved by the board of directors of such company prior to that date. On January 23, 2001, the Company's Board approved the Offer, the Litton Merger and the Stockholder's Agreement. Accordingly, Section 203 is inapplicable to the Offer, the Litton Merger and the Stockholder's Agreement. Appraisal Rights. No appraisal rights are available in connection with the Offer. However, if the Litton Merger is consummated, holders of Common Shares at the Effective Time who have not voted in favor of the Litton Merger and who have otherwise complied with the statutory procedures, will have certain rights under Section 262 of the DGCL ("Section 262") to demand appraisal of their shares. Such rights, if the statutory procedures are complied with, could entitle the holder to a judicial determination of the "fair value" of the Common Shares at the Effective Time (excluding any element of value arising from the accomplishment or the expectation of the Litton Merger), to be paid in cash, in lieu of the Merger Consideration of $80.00 per Common Share. The value so determined could be more or less than the Merger Consideration payable in the Litton Merger. If Purchaser acquires at least 90% of the Common Shares and at least 90% of the Preferred Shares pursuant to the Offer, the Litton Merger may be consummated without a stockholders' meeting and without the approval of the Company's stockholders. In such case, the remaining holders of Common and Preferred Shares will have appraisal rights pursuant to Section 262. B-20 If less than 90% of the Common Shares or less than 90% of Preferred Shares are acquired pursuant to the Offer and a stockholder vote is therefore required to approve the Litton Merger, holders of Preferred Shares will only have appraisal rights under Section 262 if, on the record date fixed to determine the stockholders entitled to receive notice of and to vote on the Merger, the Preferred Shares are (1) not listed on a national securities exchange or quoted on the Nasdaq National Market System and (2) held by fewer than 2,000 holders. If the Litton Merger is approved by the stockholders, common stockholders and preferred stockholders, subject to the preceding paragraph, who did not vote in favor of the Litton Merger and who otherwise comply with the statutory procedures, will have appraisal rights. The summary of the statutory procedures to be followed in order to dissent from the Litton Merger and perfect appraisal rights contained in the Offer to Purchase under "Summary of Certain Statutory Provisions--Appraisal Rights" (as therein qualified in its entirety by reference to Section 262 set forth in Annex B thereto) is incorporated herein by reference. Appraisal rights cannot be exercised at this time. Stockholders who will be entitled to appraisal rights in connection with the Litton Merger will receive additional information concerning those rights and the procedures to be followed in order to perfect them before such stockholders have to take any action in connection with such rights. (c) Amendments to the Rights Agreement. As of December 21, 2000, the Company and The Bank of New York, as Rights Agent, executed Amendment No. 1 to the Rights Agreement, dated as of August 17, 1994 (the "Rights Agreement"). As of January 23, 2001, the Company and the Rights Agent executed Amendment No. 2 to the Rights Agreement. Pursuant to these Amendments, neither Northrop Grumman, Purchaser nor Acquisition I shall be deemed to be an Acquiring Person (as defined in the Rights Agreement) by virtue of (i) the execution and delivery of the Original Merger Agreement, (ii) the execution and delivery of the Amended Merger Agreement, (iii) the consummation of the Offer, (iv) the consummation of the Litton Merger or the Northrop Merger, (v) the execution of the Stockholder's Agreement, or (vi) the execution and delivery by the Stockholder Subsidiaries (as defined in the Stockholder's Agreement) of their irrevocable proxies, as contemplated by the Stockholder's Agreement. The Amendments further provide that none of the events described in clauses (i)-(vi) shall cause a Shares Acquisition Date or a Distribution Date as those terms are defined in the Rights Agreement. (d) Regulatory Approvals. United States Antitrust Compliance. Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division and the FTC and certain waiting period requirements have been satisfied. The purchase of Common Shares pursuant to the Offer is subject to such requirements. Pursuant to the requirements of the HSR Act, Purchaser and the Company first filed their Notification and Report Forms with respect to the Offer and the Litton Merger with the Antitrust Division and the FTC on January 4, 2001. These filings were voluntarily withdrawn on January 16. Purchaser and the Company refiled their HSR Notification and Report Forms on January 31, 2001. As a result, the 30-day statutory waiting period requirement under the HSR Act will expire at 11:59 p.m., New York City time, on March 2, 2001. However, prior to such time, the Antitrust Division or the FTC may extend the waiting period by requesting from Purchaser additional information or documentary material relevant to the Offer. If such second request is made, the waiting period will be extended until 11:59 p.m., New York City time, on the thirtieth day after substantial compliance by Purchaser with such request. Thereafter, such waiting period can be extended only by court order or by agreement of the parties. The Antitrust Division and the FTC scrutinize the legality under the antitrust laws of transactions such as the acquisition of Common Shares by Purchaser pursuant to the Offer. At any time before or after the B-21 consummation of any such transactions, the Antitrust Division or the FTC could take such action under the antitrust laws of the United States as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Common Shares pursuant to the Offer or seeking divestiture of the Common Shares so acquired or divestiture of substantial assets of Northrop Grumman or the Company. Private parties (including individual States) may also bring legal actions under the antitrust laws of the United States. The Company does not, and Purchaser has advised the Company that it does not, believe that the consummation of the Offer will result in a violation of any applicable antitrust laws. However, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made, or if such a challenge is made, what the result will be. The parties to the Amended Merger Agreement have agreed to use their best efforts to resolve any objections that the antitrust regulators may raise with respect to the contemplated transactions. The parties to the Amended Merger Agreement have agreed to use their best efforts to avoid or vacate any injunction restraining the Litton Merger, including litigating any claim raised by any party through all available appeals. Further, the parties to the Amended Merger Agreement have agreed to avoid any impediment asserted by the antitrust regulators, including making such divestitures as may be required or accepting any restriction on any of their businesses, provided that Northrop Grumman is not required to take any action that would have a material adverse effect on the business, assets, long-term earning capacity or financial condition of Northrop Grumman, the Company and their subsidiaries, taken as a whole. Other Filings. The Company and Northrop Grumman intend to file with the antitrust authorities of the European Union in early February. The Company intends to make the required filings with and to supply such documentation as may be requested by the Defense Security Service of the U.S. Department of Defense and the Office of Defense Trade Controls of the U.S. Department of State in connection with the transactions contemplated by the Amended Merger Agreement. (e) Certain Projected Financial Data. Prior to entering into the Original Merger Agreement, the Company and its financial advisors provided to Northrop Grumman and its financial advisors certain information which was not publicly available, including certain projected financial data (the "Projections") for the fiscal years 2001 through 2005. The Company does not publicly disclose projections, and the latest Projections were not prepared with a view to public disclosure. The Projections included, among other things, the following forecasts of the Company's revenues, net income (excluding pension income) and earnings per share (excluding pension income), respectively (in millions, except per share data): $5,850.0, $151.9 and $3.31 in 2001; $6,473.0, $186.4 and $4.06 in 2002; $6,827.0, $220.8 and $4.81 in 2003; $7,183.0, $248.4 and $5.41 in 2004; and $7,436.0, $278.7 and $6.07 in 2005. Including pension income, the projected net income and earnings per share were, respectively (in millions, except per share data): $220.5 and $4.80 in 2001; $254.9 and $5.55 in 2002; $289.4 and $6.30 in 2003; $317.0 and $6.90 in 2004; and $347.3 and $7.56 in 2005. The Projections were not prepared with a view to public disclosure or compliance with published guidelines of the Securities Exchange Commission, the guidelines established by the American Institute of Certified Public Accountants for Prospective Financial Information or generally accepted accounting principles. The Company's certified public accountants have not examined or compiled any of the Projections. The Projections were not prepared with the approval of the Board. The Projections are included herein to give the Company's stockholders access to information that was not publicly available and that the Company provided to Northrop Grumman. The Projections are forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those statements and should be read with caution. The Projections are subjective in many respects and thus susceptible to interpretations and periodic revisions based on actual experience and recent developments. While presented with numerical specificity, the Projections were not prepared by the Company in the ordinary course and are based upon a variety of estimates and hypothetical assumptions made by management of the Company with respect to, among other things, industry performance, general economic, market, interest rate and financial conditions, sales, cost of goods sold, operating and other B-22 revenues and expenses, capital expenditures and working capital of the Company, and other matters which may not be realized and are inherently subject to significant business, economic and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the Company's control. The Company's operations are subject to various additional risks and uncertainties resulting from its position as a supplier, either directly or as subcontractor or team member, to the U.S. Government and its agencies as well as to foreign governments and agencies; actual outcomes are dependent upon factors, including, without limitation, the Company's successful performance of internal plans; government customers' budgetary restraints; customer changes in short-range and long-range plans; domestic and international competition in both the defense and commercial areas; product performance; continued development and acceptance of new products; performance issues with key suppliers and subcontractors; government import and export policies; acquisition or termination of government contracts; the outcome of political and legal processes; legal, financial, and governmental risks related to international transactions and global needs for military aircraft, military and civilian electronic systems and support and information technology. Accordingly, there can be no assurance that the assumptions made in preparing the Projections will prove accurate, and actual results may be materially greater or less than those contained in the Projections. In addition, the Projections do not take into account any of the transactions contemplated by the Amended Merger Agreement, including the Offer and the Litton Merger. These events may cause actual results to differ materially from the Projections. For these reasons, as well as the bases and assumptions on which the Projections were compiled, the inclusion of such Projections herein should not be regarded as an indication that the Company, Northrop Grumman, Purchaser or any of their respective affiliates or representatives considers such information to be an accurate prediction of future events, and the Projections should not be relied on as such. Northrop Grumman, Purchaser, and their affiliates assume no responsibility for the reasonableness, completeness, accuracy or reliability of such Projections. No party nor any of their respective affiliates or representatives has made, or makes, any representation to any person regarding the information contained in the Projections and none of them intends to update or otherwise revise the Projections to reflect circumstances existing after the date when made or to reflect the occurrences of future events even in the event that any or all of the assumptions are shown to be in error. Item 9. Exhibits. The following Exhibits are filed herewith. Notwithstanding any statement in any press release of the Company filed herewith or incorporated herein by reference, the Company acknowledges that the safe harbor for forward-looking statements under Section 21E of the Exchange Act, added by the Private Securities Litigation Reform Act of 1995, does not apply to forward-looking statements made in connection with a tender offer.
Exhibit No. Description ----------- ----------- (a)(1)(i) Offer to Purchase, dated January 5, 2001 (incorporated by reference to Exhibit (a)(1)(i) to the Schedule TO of Purchaser filed on January 5, 2001). (a)(1)(ii) Form of Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(ii) to the Schedule TO of Purchaser filed on January 5, 2001). (a)(1)(iii) Notice of Guaranteed Delivery, Common Stock and Preferred Stock, each dated January 5, 2001 (incorporated by reference to Exhibit (a)(1)(iii) to the Schedule TO of Purchaser filed on January 5, 2001). (a)(1)(iv) Notice to Participants in the Litton Industries Employees Stock Purchase Plan, for whose account Common Shares were purchased prior to December 1, 1993 (incorporated by reference to Exhibit (a)(1)(iv) to Amendment No. 2 to the Schedule TO of Purchaser filed on January 16, 2001). (a)(1)(v) Notice to Participants in the Litton Industries Employees Stock Purchase Plan, for whose account Common Shares were purchased after November 1, 1994 (incorporated by reference to Exhibit (a)(1)(v) to Amendment No. 2 to the Schedule TO of Purchaser filed on January 16, 2001).
B-23
Exhibit No. Description ----------- ----------- (a)(1)(vi) Form of Letter of Transmittal dated February 1, 2001 (incorporated by reference to Exhibit (a)(1)(vi) to Amendment No. 5 to the Schedule TO of Purchaser filed on February 1, 2001). (a)(1)(vii) Form of Notice of Guaranteed Delivery dated February 1, 2001 (incorporated by reference to Exhibit (a)(1)(vii) to Amendment No. 5 to the Schedule TO of Purchaser filed on February 1, 2001). (a)(2)(i) Letter to Stockholders of the Company, dated January 5, 2001 (filed previously with the Company's Schedule 14D-9 dated January 5, 2001). (a)(2)(ii) Opinion of Merrill Lynch & Co., dated December 21, 2000 (included as Annex A to the Schedule 14D-9 filed on January 5, 2001). (a)(2)(iii) Joint Press Release issued by Northrop Grumman and the Company on December 21, 2000 (incorporated by reference to Exhibit 99.1 to the Company's Schedule 14D-9-C filed on December 22, 2000). (a)(2)(iv) Letter to Stockholders of the Company, dated February 1, 2001.* (a)(2)(v) Opinion of Merrill Lynch & Co., dated January 23, 2001 (included as Annex A hereto).* (a)(4) Offer to Purchase or Exchange, dated February 1, 2001 (incorporated by reference to the Registration Statement on Form S-4 of NNG, Inc. dated February 1, 2001). (a)(5)(i) Press Release issued by the Company on January 16, 2001 (filed previously with Amendment No. 1 to the Schedule 14D-9 filed on January 16, 2001). (a)(5)(ii) Joint Press Release issued by the Company and Northrop Grumman on January 24, 2001 (filed previously with Amendment No. 2 to the Schedule 14D-9 filed on January 24, 2001). (a)(5)(iii) Stockholder's Agreement dated as of January 23, 2001 by and among Northrop Grumman Corporation, NNG, Inc. and Unitrin, Inc. (incorporated by reference to Exhibit (d)(5) to Amendment No. 4 to the Schedule TO of Purchaser filed on January 31, 2001). (e)(1) Agreement and Plan of Merger, dated as of December 21, 2000, among Northrop Grumman, Purchaser and the Company (incorporated by reference to Exhibit (d)(1) to the Schedule TO of Purchaser filed on January 5, 2001). (e)(2) Confidentiality Agreement, dated June 23, 2000, between Northrop Grumman and the Company (incorporated by reference to Exhibit (d)(2) to the Schedule TO of Purchaser filed on January 5, 2001). (e)(3) The Information Statement of the Company, dated January 5, 2001 (filed previously with the Company's Schedule 14D-9 dated January 5, 2001). (e)(4) Form of Change of Control Employment Agreement between the Company and certain executive officers (filed as Exhibit 10.27 to the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1993, and incorporated herein by reference). (e)(5) Letter Agreement dated June 21, 2000 between the Company and Ronald D. Sugar (filed as Exhibit 10.1 to the Company's Report on Form 8-K dated June 22, 2000, and incorporated herein by reference). (e)(6) Amendment dated as of December 21, 2000 to the Change of Control Employment Agreement by and between Ronald D. Sugar and the Company, dated as of June 21, 2000 (filed previously with the Company's Schedule 14D-9 dated January 5, 2001). (e)(7) Letter Agreement dated December 21, 2000 between Northrop Grumman Corporation and Ronald D. Sugar (filed previously with the Company's Schedule 14D-9 dated January 5, 2001). (e)(8) Litton Industries, Inc. Restoration Plan (filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1989, and incorporated herein by reference).
B-24
Exhibit No. Description ----------- ----------- (e)(9) Litton Industries, Inc. Non-Employee Director Deferred Compensation Plan (filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period ended October 31, 1998, and incorporated herein by reference). (e)(10) Litton Industries, Inc. Supplemental Executive Retirement Plan, as amended and restated as of August 1, 2000 (filed as Exhibit 10.27 to the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2000, and incorporated herein by reference). (e)(11) Amendment No. 1, dated as of December 21, 2000 to the Litton Industries, Inc. Supplemental Executive Retirement Plan, as amended and restated as of August 1, 2000 (filed previously with the Company's Schedule 14D-9 dated January 5, 2001). (e)(12) Litton Industries, Inc. Performance Award Plan (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended October 31, 1996, and incorporated herein by reference). (e)(13) Fiscal Year 2001 Annual Incentive Plan (filed previously with the Company's Schedule 14D-9 dated January 5, 2001). (e)(14) Amended and Restated Agreement and Plan of Merger, dated as of January 23, 2001, among the Company, Northrop Grumman, Purchaser and Acquisition I (incorporated by reference to Exhibit (d)(4) to Amendment No. 4 to the Schedule TO of Purchaser filed on January 31, 2001). (e)(15) The Information Statement of the Company, dated February 5, 2001 (included as Annex B hereto).* (e)(16) Letter Agreement dated January 31, 2001 between Northrop Grumman Corporation and Ronald D. Sugar. (g) None.
-------- *Included with the Statement mailed to stockholders. B-25 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. LITTON INDUSTRIES, INC. By: /s/ John E. Preston _____________________________________ Name: John E. Preston Title: Senior Vice President and General Counsel Dated: February 1, 2001 B-26 ANNEX A (TO ANNEX D TO THE INFORMATION STATEMENT) Investment Banking Corporate and Institutional Client Group 10877 Wilshire Boulevard Suite 1900 Los Angeles, California [LOGO OF MERRILL LYNCH] 90024 January 23, 2001 Board of Directors Litton Industries, Inc. 21240 Burbank Boulevard Woodland Hills, CA 91367 Members of the Board of Directors: Litton Industries, Inc. (the "Company"), Northrop Grumman Corporation (the "Acquiror") and LII Acquisition Corp. (the "Acquisition Sub"), a wholly owned subsidiary of NNG, Inc. ("Holdco"), a wholly owned subsidiary of the Acquiror, propose to amend the terms of their previously executed agreement providing for the acquisition of the Company by the Acquiror by entering into an Amended and Restated Agreement and Plan of Merger (the "Amended Agreement"). Pursuant to the Amended Agreement the Acquiror and the Acquisition Sub would amend their currently pending tender offer for all outstanding shares of common stock, par value $1.00 per share, of the Company (the "Company Shares") to provide for consideration at the election of the tendering holder of any Company Share, of (a) $80.00 per share, net to the seller in cash (the "Cash Consideration"), (b) a number of shares of the common stock, par value $1.00 per share, of Holdco ("Holdco Common Stock") equal to the quotient of $80.25 divided by the Average Parent Price as defined in the Amended Agreement (the "Common Stock Consideration") or (c) a number of shares of Series B Preferred Stock of Holdco, par value $1.00 per share, having the rights and preferences set forth in the Certificate of Designations, Preferences and Rights included as an exhibit to the Amended Agreement (the "Holdco Preferred Stock") equal to the quotient of $80.00 divided by the initial liquidation preference per share of the Holdco Preferred Stock (the "Preferred Stock Consideration") (the tender offer, as so amended, the "Offer"). The Amended Agreement further provides that (i) immediately prior to completion of the Offer, a second wholly owned subsidiary of Holdco would be merged with and into the Acquiror (the "Acquiror Merger") and (ii) following completion of the Offer, the Acquisition Sub would be merged with and into the Company (the "Company Merger," and together with the Acquiror Merger, the "Mergers"), with the result that Holdco will become the parent company of both the Company and the Acquiror following the Mergers. In the Company Merger each Company Share not acquired in the Offer, other than Company Shares held in treasury or held by the Acquiror or any affiliate of the Acquiror or as to which dissenter's rights have been perfected, would be converted into the right to receive the Cash Consideration (i.e., $80.00 in cash). In the Acquiror Merger, each share of the common stock, par value $1.00 per share, of the Acquiror ("Acquiror Common Stock") would be converted into one share of Holdco Common Stock. The Offer and the Mergers, taken together, are referred to as the "Transaction." In the Offer each holder of Company Shares will be entitled to elect the number of such holders' Company shares to exchange for the Cash Consideration, Common Stock Consideration and/or Preferred Stock Consideration subject to certain limitations on the number of shares of Holdco Common Stock and Holdco Preferred Stock that may be issued in the Offer and the possibility that holders who elect to exchange Company Shares for the Preferred Stock Consideration may be required to accept the Common Stock Consideration and/or the Cash Consideration for such Company Shares, and that holders who elect to exchange Company B-27 Shares for the Common Stock Consideration may be required to accept the Cash Consideration for such Company Shares. There are no limitations on the Cash Consideration and all holders who elect to exchange all or a portion of their Company Shares for the Cash Consideration will receive such Cash Consideration. The consideration to be received in the aggregate by the holders of the Company Shares in the Transaction as a whole is referred to herein as the "Aggregate Consideration." We also understand that Unitrin, Inc., a stockholder of the Company ("Unitrin"), proposes to enter into a Stockholder's Agreement (the "Stockholder's Agreement") with the Acquiror pursuant to which Unitrin will be required, among other things, to validly tender into the Offer all of the Company Shares beneficially owned by it, and to elect to exchange at least 3,750,000 of such Company Shares for the Preferred Stock Consideration and the balance of such Company Shares for the Common Stock Consideration, subject to the limitations on the number of shares of Holdco Preferred Stock and Holdco Common Stock that may be issued in the Offer. You have asked us whether, in our opinion, the Aggregate Consideration to be received by the holders of the Company Shares, other than the Acquiror and its affiliates, pursuant to the Transaction is fair from a financial point of view to such holders. In arriving at the opinion set forth below, we have, among other things: (1) Reviewed the Company's Annual Reports, Forms 10-K and related financial information for the five fiscal years ended July 31, 2000, and the Company's Form 10-Q and the related unaudited financial information for the quarterly period ending October 31, 2000; (2) Reviewed the Acquiror's Annual Reports, Forms 10-K and related financial information for the five fiscal years ended December 31, 1999, and the Acquiror's Forms 10-Q and the related unaudited financial information for the quarterly periods ending March 31, 2000, June 30, 2000, and September 30, 2000; (3) Reviewed certain information, including financial forecasts, relating to the business, earnings, cash flow, assets (including among others, the potential recovery in certain litigation matters), liabilities and prospects of the Company and the Acquiror, furnished to us by the Company and the Acquiror; (4) Conducted discussions with members of senior management and representatives of the Company and the Acquiror concerning their respective businesses and prospects; (5) Reviewed the market prices, trading activity and valuation multiples for the Company Shares and Acquiror Common Stock, and compared them with those of certain publicly traded companies that we deemed to be reasonably similar to the Company and the Acquiror, respectively; (6) Reviewed the results of operations of the Company and the Acquiror and compared them with those of certain publicly traded companies that we deemed to be reasonably similar to the Company and the Acquiror, respectively; (7) Compared the proposed financial terms of the Transaction with the financial terms of certain other transactions that we deemed to be relevant; (8) Compared the terms of the Holdco Preferred Stock with the financial terms of certain other securities that we deemed to be relevant; (9) Participated in certain discussions and negotiations among representatives of the Company and the Acquiror and their financial and legal advisors; (10) Reviewed the current draft of the Amended Agreement and the exhibits thereto (including the Certificate of Designations, Preferences and Rights of the Holdco Preferred Stock); (11) Reviewed the current draft of the Stockholder's Agreement; and (12) Reviewed such other financial studies and analyses and performed such other investigations and took into account such other matters as we deemed necessary, including our assessment of general economic, market and monetary conditions. B-28 In preparing our opinion, we have assumed and relied on the accuracy and completeness of all information supplied or otherwise made available to us, discussed with or reviewed by or for us, or publicly available, and we have not assumed any responsibility for independently verifying such information or undertaken an independent evaluation or appraisal of any of the assets or liabilities of the Company or the Acquiror or been furnished with any such evaluation or appraisal. In addition, we have not assumed any obligation to conduct any physical inspection of the properties or facilities of the Company or the Acquiror. With respect to financial forecasts furnished to us by the Company and the Acquiror or discussed with us, we have assumed that they have been reasonably prepared and reflect the best currently available estimates and judgment of the Company's and Acquiror's management as to the expected future financial performance of the Company and the Acquiror, as the case may be. We have assumed, with your consent that the receipt of the Common Stock Consideration and the Preferred Stock Consideration will be tax free for federal income tax purposes. We have also assumed that the final form of the Amended Agreement and the Stockholder's Agreement will each be substantially similar to the last draft reviewed by us. We have further assumed that the Transaction will be consummated in accordance with the terms of the Amended Agreement without waiver of any of the conditions precedent to the Transaction contained in the Amended Agreement. Our opinion is necessarily based upon market, economic and other conditions as they exist and can be evaluated on, and on the information made available to us as of, the date hereof. In connection with the preparation of this opinion, we have not been authorized by the Company or the Board of Directors to solicit, nor have we solicited, offers from any person other than the Acquiror for the acquisition of the Company. We are acting as financial advisor to the Company in correction with the Transaction and will receive a fee from the Company for our services, a significant portion of which is contingent upon the consummation of the Transaction. In addition, the Company has agreed to indemnify us for certain liabilities arising out of our engagement. We have in the past provided financial advisory and financing services to the Company and the Acquiror and/or its affiliates and may continue to do so and have received, and may receive, fees for the rendering of such services. In addition, in the ordinary course of our business, we may actively trade the Company Shares and other securities of the Company, as well as Acquiror Common Stock and the other securities of the Acquiror for our own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities. This opinion is for the use and benefit of the Board of Directors of the Company. Our opinion does not address the merits of the underlying decision by the Company to engage in the Transaction and does not constitute a recommendation to any shareholder as to whether such shareholder should tender any Company Shares pursuant to the Offer or as to how such shareholder should vote on the proposed Company Merger or any matter related thereto or as to what, if any, election such shareholder should make with respect to the form of consideration to receive in the Transaction. Our opinion herein is limited to the fairness of the Aggregate Consideration to be received by the holders of the Company Shares and does not address the consideration to be received by any particular shareholder, which may vary as a consequence of, among other things, the elections made by such shareholder. We are not expressing any opinion herein as to the prices at which the Acquiror Common Stock will trade following the announcement of the Amended Agreement or the prices at which the Holdco Common Stock or the Holdco Preferred Stock will trade following the consummation of the Transaction. On the basis of and subject to the foregoing, we are of the opinion that, as of the date hereof, the Aggregate Consideration to be received by the holders of the Company Shares, other than the Acquiror and its affiliates, pursuant to the Transaction is fair from a financial point of view to such holders. Very truly yours, /s/ Merrill Lynch, Pierce, Fenner & Smith MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED B-29 ANNEX B (TO ANNEX D TO THE INFORMATION STATEMENT) LITTON INDUSTRIES, INC. 21240 Burbank Boulevard Woodland Hills, California 91367-6675 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER This Information Statement is being mailed on or about February 1, 2001 as part of the Solicitation/Recommendation Statement on Amendment No. 3 to Schedule 14D-9 (the "Statement") of Litton Industries, Inc. (the "Company"). You are receiving this Information Statement in connection with the possible election of persons designated by NNG, Inc. ("Purchaser"), a Delaware corporation and a wholly owned subsidiary of Northrop Grumman Corporation ("Northrop Grumman") to a majority of seats on the Board of Directors (the "Board") of the Company. On January 23, 2001, the Company entered into the Amended and Restated Agreement and Plan of Merger (the "Amended Merger Agreement") with Northrop Grumman, Purchaser and LII Acquisition Corp. ("Acquisition I"), a Delaware corporation and a wholly owned subsidiary of Purchaser, pursuant to which Purchaser is required to commence an offer to purchase or exchange all outstanding shares of common stock, par value $1.00 per share, of the Company (the "Common Stock"), including the associated preferred stock purchase rights (the "Rights," and together with the Common Stock, the "Common Shares"), for, at the seller's election, either (i) $80.00 per Common Share, net to the seller in cash (such amount, or any greater amount per share paid pursuant to the Offer, the "Cash Consideration"), (ii) the number of shares of common stock, par value $1.00 per share, of Purchaser that is equal to the Cash Consideration plus $0.25 divided by the average closing price of Northrop Grumman's common stock on the five consecutive trading days ending on the second trading day before the expiration date of the Offer (the "Common Stock Consideration"), or (iii) the number of shares of Series B Preferred Stock of Purchaser, par value $1.00 per share, equal to the quotient of the Cash Consideration divided by the initial liquidation preference per share of Purchaser's Preferred Stock (the "Preferred Stock Consideration"); and (2) all of the outstanding Preferred Shares at a purchase price of $35.00 per Preferred Share, net to the seller in cash (the "Per Preferred Share Amount"), upon the terms and subject to the conditions set forth in Purchaser's offer to purchase or exchange, dated February 1, 2001 (the "Offer to Purchase") and in the related Letters of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Copies of the Offer to Purchase and the Letters of Transmittal have been mailed to stockholders of the Company and are filed as part of Purchaser's Registration Statement on S-4 dated February 1, 2001 and Exhibit 99.1 thereto, respectively. The Amended Merger Agreement further provides that (1) immediately prior to consummation of the Offer, NGC Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Purchaser ("Acquisition II"), will be merged with and into Northrop Grumman (the "Northrop Merger"), with Northrop Grumman continuing as the surviving corporation, and (2) subject to the satisfaction or waiver of certain conditions, following completion of the Offer, Acquisition I will be merged with and into the Company, with the Company continuing as the surviving corporation (the "Litton Merger," and together with the Northrop Merger, the "Mergers"). As a result of the Mergers, the Company and Northrop Grumman will both become subsidiaries of Purchaser, which will be renamed Northrop Grumman Corporation. At the effective time of the Litton Merger (the "Effective Time"), each issued and outstanding Common Share (other than Common Shares owned by Northrop Grumman, Purchaser, the Company or any of their respective subsidiaries, and Common Shares held by stockholders who have perfected their dissenters' rights of appraisal under Section 262 of the DGCL) will be converted into the right to receive an amount in cash equal to the Cash Consideration (the "Merger Consideration"). At the Effective Time, each issued and outstanding Preferred Share will remain outstanding, without change, as a share of the Series B $2 Cumulative Preferred Stock, par value $5 per share, of the corporation surviving the Litton Merger. As a result, after the Litton Merger, holders of Preferred Shares B-30 who do not tender their Preferred Shares in the Offer will hold preferred stock in the surviving Litton subsidiary of Purchaser. The Offer, the Litton Merger, and the Amended Merger Agreement are more fully described in the Statement, to which this Information Statement is attached as Annex B, which was filed by the Company with the Commission on February 1, 2001 and which is being mailed to stockholders of the Company along with this Information Statement. This Information Statement is being mailed to you in accordance with Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 14f-1 promulgated thereunder. The information set forth herein supplements certain information set forth in the Statement. Information set forth herein related to Northrop Grumman, Purchaser or the Northrop Grumman Designees (as defined below) has been provided by Northrop Grumman. You are urged to read this Information Statement carefully. You are not, however, required to take any action in connection with the matters set forth herein. Pursuant to the Amended Merger Agreement, Purchaser amended and extended the Offer on February 1, 2001. The Offer is currently scheduled to expire at 12:00 midnight, New York City time, on Thursday, March 2, 2001, unless Purchaser extends it. B-31 GENERAL Each Common Share and Preferred Share entitles the holder to one vote. In the election of directors the holders of Common Shares and Preferred Shares vote together as a single class. As of December 31, 2000, there were 45,577,834 Common Shares outstanding and 410,643 Preferred Shares outstanding. RIGHTS TO DESIGNATE DIRECTORS AND NORTHROP GRUMMAN DESIGNEES The information contained herein concerning Northrop Grumman Designees (as defined below) has been furnished to the Company by Northrop Grumman and its designees. Accordingly, the Company assumes no responsibility for the accuracy or completeness of this information. The Amended Merger Agreement provides that, promptly upon the purchase of and payment for Common Shares and Preferred Shares by Purchaser pursuant to the Offer, Purchaser will be entitled to designate such number of directors (the "Northrop Grumman Designees") on the Board, rounded up to the next whole number, as is equal to the product obtained by multiplying the total number of directors on the Board by the percentage that the number of Common Shares and Preferred Shares so purchased and paid for bears to the total number of Common Shares and Preferred Shares then outstanding. The Amended Merger Agreement provides that the Company will, upon request of Purchaser, promptly increase the size of the Board or obtain the resignations of such number of directors as is necessary to enable the Northrop Grumman Designees to be elected to the Board and, subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, will cause the Northrop Grumman Designees to be so elected. Notwithstanding the foregoing, if Common Shares or Preferred Shares are purchased pursuant to the Offer, until the Effective Time, there will be at least three members of the Board who were directors on the date of the Amended Merger Agreement. The Northrop Grumman Designees will be selected by Northrop Grumman from among the individuals listed below. Each of the following individuals has consented to serve as a director of the Company if appointed or elected. None of the Northrop Grumman Designees currently is a director of, or holds any positions with, the Company. Northrop Grumman has advised the Company that, to the best of Northrop Grumman's knowledge, except as set forth below, none of the Northrop Grumman Designees or any of their affiliates beneficially owns any equity securities or rights to acquire any such securities of the Company, nor has any such person been involved in any transaction with the Company or any of its directors, executive officers or affiliates that is required to be disclosed pursuant to the rules and regulations of the Commission other than with respect to transactions between Northrop Grumman and the Company that have been described in the Schedule TO or the Statement. The name, age, present principal occupation or employment and five-year employment history of each of the individuals who may be selected as Northrop Grumman Designees are set forth below. Each is a citizen of the United States. Unless otherwise noted, the business address of each person listed below is 1840 Century Park East, Los Angeles, California 90067 and their telephone number at that address is (310) 553-6262. B-32
Present Principal Occupation or Employment; Name and Age Material Positions Held During the Past Five Years ------------ -------------------------------------------------- Kent Kresa............. Chairman, President and Chief Executive Officer of Age: 62 Northrop Grumman since 1990. Herbert E. Anderson.... Corporate Vice President of Northrop Grumman, Age: 61 President and Chief Executive Officer, Logicon, Inc. since 1998; formerly, Corporate Vice President and General Manager, Data Systems & Services Division. Ralph D. Crosby........ Corporate Vice President of Northrop Grumman and Age: 53 President, Integrated Systems and Aerostructures Sector since 1998; formerly Corporate Vice President and General Manager, Commercial Aircraft Division; prior to September 1996, Corporate Vice President and Deputy General Manager, Commercial Aircraft Division; prior to March 1996, Corporate Vice President and Deputy General Manager, Military Aircraft Systems Division; prior to January 1996, Corporate Vice President and General Manager, B-2 Division. J. Michael Hateley..... Corporate Vice President of Northrop Grumman and Chief Age: 54 Human Resources and Administrative Officer since 2000; formerly Vice President--Personnel; prior to January 1999, Vice President, Human Resources, Security and Administration, Military Aircraft Systems Division; prior to 1996, Vice President, Human Resources, Security and Administration, B-2 Division. Robert W. Helm......... Corporate Vice President, Government Relations since Age: 49 1994. John H. Mullan......... Corporate Vice President and Secretary of Northrop Age: 58 Grumman since 1999; formerly Acting Secretary; prior to May 1998, senior corporate Counsel. Albert F. Myers........ Corporate Vice President and Treasurer since 1994. Age: 55 Rosanne P. O'Brien..... Corporate Vice President, Communications since August, Age: 57 2000. Prior to this, Ms. O'Brien was Vice President, Communications since January, 1999. Ms. O'Brien was Senior Consultant of Alleghany Teledyne, Inc. from 1996 to 1999, and Vice President, Corporate Relations for Teledyne, Inc. from 1993 through 1995. James G. Roche......... Corporate Vice President of Northrop Grumman and Age: 61 President, Electronic Sensors and Systems Sector since 1998. Prior to this, Mr. Roche was Corporate Vice President and General Manager, Electronic Sensors and Systems Division. Prior to 1996, he was Corporate Vice President and Chief Advanced Development, Planning, and Public Affairs Officer. W. Burks Terry......... Corporate Vice President and General Counsel of Age: 50 Northrop Grumman since August, 2000. Prior to this, Mr. Terry became Vice President, Deputy General Counsel and Sector Counsel in October, 1998 and prior to October, 1998 he was Vice President and Assistant General Counsel. Robert B. Spiker....... Corporate Vice President and Controller of Northrop Age: 47 Grumman since December, 2000. Prior to this, Mr. Spiker was Vice President, Finance and Controller, Electronic Sensors and Systems Sector. Prior to 1999, he was Business Manager for C3&I Naval Systems. Richard B. Waugh, Jr... Corporate Vice President and Chief Financial Officer Age: 57 of Northrop Grumman since 1993.
B-33 Security Ownership of Certain Beneficial Owners Based on information available to it, the Company believes that the following persons held beneficial ownership of more than 5% of the Common Shares as of December 31, 2000:
Percent of Name and Address Amount and Nature of Class (as of of Beneficial Owner Beneficial Ownership 12/31/00) ------------------- -------------------- ------------ Unitrin, Inc............................... 12,657,764(a) 27.8% One East Wacker Drive Chicago, IL 60601 Alliance Capital Management, L.P........... 4,109,975(b) 9.0% 1345 Avenue of the Americas New York, NY 10105
-------- (a) Unitrin, Inc. ("Unitrin") has reported in a filing with the SEC on Schedule 13D that, as of December 29, 2000, Unitrin owned 1,827,893 Common Shares and three of its direct and indirect subsidiaries, Trinity Universal Insurance Company, Union National Life Insurance Company and United Insurance Company of America, owned 5,052,686 Common Shares, 326,197 Common Shares and 5,450,988 Common Shares, respectively. Unitrin reported that such subsidiaries each share voting and dispositive power with Unitrin over the Common Shares respectively reported by them. (b) Sanford C. Bernstein & Co., Inc. ("Bernstein") reported in a filing with the SEC on Form 13F that, as of June 30, 2000, it exercised investment discretion with respect to accounts holding Common Shares. Bernstein reported that it exercised sole voting power over 468,406 Common Shares and sole dispositive power over 4,109,975 Common Shares. Bernstein subsequently reported in a filing with the SEC on Schedule 13G that on October 2, 2000, Alliance Capital Management L.P. ("Alliance") acquired beneficial ownership of the Common Shares that were formerly beneficially owned by Bernstein through Alliance's acquisition of the investment advisory assets of Bernstein. B-34 BOARD OF DIRECTORS The Company's Board is composed of eleven directors, elected at the annual meeting of stockholders to hold office for one year and until their successors have been elected and qualified. The following table sets out the names, ages, principal occupations and other affiliations of the current Board. Each is a citizen of the United States. There are no family relationships among members of the Board. Name and Age Principal Occupation, Other Affiliations and Past Business Experience Alton J. Brann............... Chairman (since 1997) and former Chief Chairman of UNOVA, Inc. Executive Officer (1997- Sept. 2000) of UNOVA, Age: 59 Inc., a global solutions company providing Director since 1990 information and systems integration technology for industrial markets; Chairman of the Board and Chief Executive Officer of Western Atlas, Inc. (1994-1997); former Chairman of the Board (1994-1995), President (1990-1994) and Chief Executive Officer (1992-1994) of the Company; Director of the Los Angeles World Affairs Council. Chairman of the Board of Governors of Town Hall of Los Angeles; Vice Chairman of the Board of Directors of the Los Angeles Area Council of the Boy Scouts of America; Member of the Board of Overseers of the Executive Council on Foreign Diplomacy, the President's Cabinet of California Polytechnic State University, the Institute of Electrical and Electronics Engineers, the Optical Society of America and the Institute of Navigation; Trustee of the Manufacturers Alliance. Michael R. Brown............. Joined the Company in 1968; Chairman since Chairman and Chief Executive March 1999 and Chief Executive Officer since Officer of the Company March, 1998; President (1995-June 2000); Chief Age: 60 Operating Officer (1995-1998); Executive Vice Director since 1995 President (1995); Group Executive--Information Systems (1995-1997); Senior Vice President (1992-1995) and Group Executive--Electronic Warfare Systems (1989-1995). Member of the Board of Governors, Chairman of the Nominating Committee and member of the Executive Committee of the Aerospace Industries Association. Director of Town Hall Los Angeles and the Los Angeles World Affairs Council. Joseph T. Casey.............. Former Vice Chairman and Chief Financial Retired Vice Chairman and Officer (1994-1996) of Western Atlas, Inc.; Chief Financial Officer of former Vice Chairman and Chief Financial Western Atlas, Inc. Officer (1988-1994) of the Company; Director of Age: 69 Baker Hughes, Inc., UNOVA, Inc. and Pressure Director since 1981 Systems, Inc. Trustee, Claremont McKenna College, RAND Center for Russia and Eurasia and Don Bosco Technical Institute. Carol B. Hallett............. President and Chief Executive Officer of Air President and Chief Transport Association of America since 1995; Executive Officer of Air former Senior Government Relations Advisor, Transport Association of Collier, Shannon, Rill & Scott (1993-1995); America Commissioner of United States Customs (1989- Age: 63 1993); U.S. Ambassador to the Commonwealth of Director since 1993 the Bahamas (1986-1989); Director of Fleming Companies, Inc., Mutual of Omaha Companies and the American Association of Exporters and Importers; Member, President's Cabinet of California Polytechnic State University; Trustee, Junior Statesmen of America. B-35 Name and Age Principal Occupation, Other Affiliations and Past Business Experience Orion L. Hoch................ Former Chairman of the Board (1988-1994), Chairman Emeritus of the President (1982-1988) and Chief Executive Company Officer (1986-1992) of the Company; Director of Age: 72 UNOVA, Inc., Bessemer Trust Companies and The Director since 1982 Bessemer Group, Inc. Trustee, Carnegie Mellon University. David E. Jeremiah............ Technology Strategies and Alliances is a President of Technology consulting firm engaged in strategic planning Strategies & Alliances for telecommunications and defense industries; Age: 66 Retired Admiral, U.S. Navy (1994); Vice Director since 1994 Chairman, Joint Chiefs of Staff (1990-1994); Commander-in-Chief, U.S. Pacific Fleet (1987- 1990); Director of Alliant Techsystems Inc., Geobiotics, Inc., Wang Government Services, Inc. and National Committee on U.S.-China Relations. Board of Trustees, The MITRE Corporation; Board of Visitors, Northrop Grumman Corporation (Melbourne Division) and Board of Advisors, Jewish Institute for National Security Affairs; Member, ManTech International Advisory Board, the National Defense Policy Board and Congressionally Chartered Commission to Assess U.S. National Security Space Management and Organization. John M. Leonis............... Joined the Company in 1959; Chairman of the Chairman Emeritus of the Board (1995-1999), Chief Executive Officer Company (1994-1998), President (1994-1995), Senior Vice Age: 67 President (1990-1994) and Group Executive-- Director since 1994 Navigation, Guidance and Control Systems (1988- 1993); Director of HCC Industries, Inc. William P. Sommers........... Former Director and President, Booz-Allen & Former President and Chief Hamilton's Technology Management Group (1963- Executive Officer of SRI 1993); former Executive Vice President, International Iameter, Inc. (1993-1994); Director of Age: 67 Evergreen Solar, Inc., Pressure Systems, Inc. Director since 1994 and AtomicTangerine; Trustee, Scudder/Kemper Mutual Funds; Member, Guckenheimer Enterprises, Inc. Advisory Board and Executive Committee of World Affairs Council, Jacksonville. Ronald D. Sugar.............. Joined the Company in June, 2000 from TRW, President and Chief Inc., where he served as President and Chief Operating Officer of the Operating Officer of TRW Aerospace & Company Information Systems and Member of the Chief Age: 52 Executive Office of TRW since 1998; joined TRW Director since September in 1981 and served as Executive Vice President 2000 and Chief Financial Officer (1994-1996) and Executive Vice President and General Manager of the TRW Automotive Electronics Group (1996- 1998); Member, National Security Telecommunications Advisory Committee, Conference Board Council of Operating Executives and Board of Governors of the Aerospace Industries Association. Trustee, National Defense Industrial Association. C. B. Thornton, Jr. ......... President (since 1981) of Thornton Corporation, President of Thornton a corporation engaged in a variety of private Corporation investments; former managing partner of T Lazy Age: 58 S Ranch in Nevada (1974-1982); former executive Director since 1981 of Cessna Aircraft Company; former consultant with McKinsey & Company; Member, Society of Experimental Test Pilots; Trustee, Harvard- Westlake School; Overseer, Hoover Institution and Member of the Visiting Committee of the Harvard Business School. B-36 Name and Age Principal Occupation, Other Affiliations and Past Business Experience James R. Wilson.............. Former Chairman of the Board, President and Former Chairman of the Chief Executive Officer of Cordant Technologies Board, President and Chief Inc. (1995-2000), Director (1993- 2000), Executive Officer of Cordant President and Chief Executive Officer (1993- Technologies Inc. 1995), Executive Vice President and Chief Age: 59 Financial Officer (1992-1993) and Vice Director since September President and Chief Financial Officer (1989- 2000 1992); Director of The BF Goodrich Company, Cooper Industries, Inc. and First Security Corporation; Chairman of the Board of Trustees, the College of Wooster. GENERAL INFORMATION CONCERNING THE BOARD OF DIRECTORS Committees of the Board The Board has established four standing committees to assist it in carrying out its duties: the Executive Committee, the Audit and Compliance Committee, the Compensation and Selection Committee and the Nominating and Board Governance Committee. The Executive Committee consists of Alton J. Brann (Chairman), Michael R. Brown, Joseph T. Casey, John M. Leonis and Ronald D. Sugar. The Executive Committee exercises all powers of the Board of Directors when the full Board is not in session and supervises the management and business of the Company. The Audit and Compliance Committee consists of C. B. Thornton, Jr. (Chairman), Joseph T. Casey, William P. Sommers and James R. Wilson. Each of these individuals qualifies as an "independent" director under the current listing standards of the New York Stock Exchange ("NYSE"). Each member has been determined to be financially literate and to have accounting or related financial management expertise in accordance with NYSE standards. The Audit and Compliance Committee acts pursuant to the Audit and Compliance Committee Charter adopted by the Board of Directors on May 18, 2000 and amended as of December 8, 2000. The Audit and Compliance Committee's primary function is to assist the Board in fulfilling its oversight responsibilities by regular review of the Company's financial information, systems of internal controls regarding finance, accounting, legal compliance and ethics and auditing, accounting and financial reporting processes in accord with the policies established by the Board and management. The Compensation and Selection Committee consists of James R. Wilson (Chairman), Carol B. Hallett, David E. Jeremiah and William P. Sommers, each of whom has been determined to be an "outside director" for the purpose of Section 162(m) of the Internal Revenue Code (the "Code"). The Compensation and Selection Committee reviews and recommends succession management and development and approves all elements of executive compensation for the Company's senior officers. The Nominating and Board Governance Committee consists of Carol B. Hallett (Chairman), Alton J. Brann and David E. Jeremiah. The Nominating and Board Governance Committee reviews and recommends policies and procedures to ensure that the Board is properly constituted and organized to carry out its statutory and fiduciary responsibilities. It reviews the qualifications of all candidates for the Board as well as programs and procedures relating to the compensation, evaluation and terms of directors. The Nominating and Board Governance Committee considers as potential candidates for director persons recommended by stockholders. Recommendations should be submitted to the Nominating and Board Governance Committee in care of the Secretary. B-37 Committee Members. The members of the four standing committees are summarized below:
Compensation Nominating and and Board Audit and Executive Selection Governance Compliance Name Committee Committee Committee Committee ---- --------- ------------ ---------- ---------- Alton J. Brann.................. X* X Michael R. Brown................ X Joseph T. Casey................. X X Carol B. Hallett................ X X* David E. Jeremiah............... X X John M. Leonis.................. X William P. Sommers.............. X X Ronald D. Sugar................. X C. B. Thornton, Jr. ............ X* James R. Wilson................. X* X
-------- *Chairperson Board and Committee Meetings During fiscal year 2000, the Board held ten meetings. The average attendance at Board meetings was approximately 99%, and attendance at committee meetings was 98.5%. During fiscal year 2000, no director attended less than 75% of the aggregate of the total number of Board meetings (held during the period for which such director served on the Board) and the total number of meetings held by all committees on which such director served (during the periods that such director served). . The Executive Committee did not hold any meetings in fiscal year 2000 and acted ten times by unanimous written consent. . The Audit and Compliance Committee held six meetings in fiscal year 2000. . The Compensation and Selection Committee held seven meetings in fiscal year 2000 and acted five times by unanimous written consent. . The Nominating and Board Governance Committee held three meetings in fiscal year 2000 and acted once by unanimous written consent. Director Compensation Directors who are employees of the Company are not paid any fee or additional remuneration for services as members of the Board or any of its Committees. Annual Fees for Non-Employee Directors Non-employee directors receive the following compensation: . A retainer of $35,000, payable in equal quarterly installments; . Board and Committee (except for the Executive Committee) meeting attendance fees of $1,500 per meeting ($2,500 per meeting for the Chairman of the Committee); and . An additional annual fee of $12,000 for members of the Executive Committee ($15,000 for the Chairman of the Executive Committee), payable in equal quarterly installments. Deferred Compensation Plan for Non-Employee Directors Under the Litton Industries, Inc. Non-Employee Director Stock Plan (the "Director Stock Plan"), approved by the stockholders on December 3, 1998, non- employee directors may defer annual retainers and meeting fees (together, "Compensation") in the form of units of Common Shares or stock options. B-38 In addition, non-employee directors may defer Compensation in the form of cash under a deferral plan adopted by the Board in 1998. Cash deferrals bear interest at the prime rate in effect at Morgan Guaranty Trust Company, and are paid after the end of the director's Board service either as a lump sum payment or in equal annual installment payments. Non-employee directors electing to defer their Compensation into Common Shares currently receive a premium of 10% on such Compensation. On the date the Compensation would normally have been paid, the Company converts the amount of the Compensation, including the premium, into a number of stock units equal to the number Common Shares which could have been purchased at fair market value on that date. Stock units are paid in full Common Shares after the end of the director's Board service. Non-employee directors may also elect to convert their Compensation into options to purchase Common Shares at fair market value on the dates on which their Compensation would otherwise be payable. The number of options granted pursuant to this election reflects a formula reviewed and approved by the Board from time to time, and are granted pursuant to the Director Stock Plan. Currently, a non-employee director who elects to convert Compensation into stock options receives a number of options equal to four times the amount of the Compensation divided by the fair market value of a Common Share on the date on which the Compensation would otherwise be payable. Stock Options Under the Director Stock Plan, the Board makes an initial grant of 10,000 options to each new non-employee director, and grants 2,000 options each year thereafter to each non-employee director. The Director Stock Plan authorizes the Board to make additional grants to non-employee directors, for example, to reward a director's exceptional or extraordinary services as a member of the Board or in consideration for services to the Company outside of the scope of a director's normal duties. Options under the Director Stock Plan are granted at fair market value, vest immediately upon grant and are exercisable for 10 years following the date of grant. Retirement Program In 1998, the Board amended the retirement program for directors by terminating the retirement pension for future directors and preserving the pension rights of directors who were non-employee directors at that time. Such members of the Board who retire or die while in office, at or after age 65, will receive the active Board member's annual retainer fee (or, if greater, the fee in effect at the annual meeting immediately following the earlier of their retirement or death) for the shorter of 10 years, the number of years as a non- employee director, or the remaining life of the director or surviving spouse. The mandatory retirement age is 72. Stock Ownership Guidelines The Company implemented stock ownership guidelines in 1998 requiring that non-employee directors own a number of Common Shares equal in value to at least four times their annual retainer fee. Directors are given three years to meet this ownership guideline. Other Information on Directors The following individuals receive certain retirement benefits by reason of their former employment by the Company. John M. Leonis, former Chairman of the Board, Chief Executive Officer and President of the Company, who retired on April 1, 1999, receives a monthly benefit of $48,554 in the form of a 100% joint and survivor annuity. Joseph T. Casey, former Vice Chairman of the Board, receives a monthly benefit of $27,075 in the form of a 100% joint and survivor annuity. Orion L. Hoch, a former Chairman of the Board, Chief Executive Officer and President, receives a monthly benefit of $60,391 in the form of a 100% joint and survivor annuity. B-39 In addition, during fiscal year 2000, Mr. Casey received $12,000 as a member of the Company's Investment Committee. The Investment Committee is responsible for managing and overseeing the assets and investment choices available under certain of the Company Retirement Plans and the Company's Financial Security and Savings Program ("FSSP"). The Investment Committee reports to the Board. Dr. Sugar was appointed President and Chief Operating Officer of the Company pursuant to an agreement with the Company dated June 21, 2000. The agreement, which is summarized in "Employment Contracts" of this Information Statement and was filed with the Securities and Exchange Commission as an exhibit to the Company's Current Report on Form 8-K dated June 22, 2000, also provides that Dr. Sugar would be elected a member of the Board of Directors. The following table sets forth, as of December 31, 2000, unless otherwise noted, certain information about the beneficial ownership of the Company's Common Shares for each of the Company's directors and each executive officer named in the Summary Compensation Table of this Information Statement and by all directors and executive officers as a group. Unless otherwise stated, the beneficial owners exercise sole voting and/or investment power over their shares. No director or executive officer of the Company owns any Preferred Shares. B-40 SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
Common Shares Percent of Common Shares Subject to Options Class Beneficially Owned Exercisable Within Deferred Stock Beneficially as of 12/31/00 60 Days of 12/31/00 Units(#)(h) Owned*(i) ------------------ ------------------- -------------- ------------ Non-Employee Directors Alton J. Brann.......... 3,400 19,766 1,108 * Joseph T. Casey......... 32,954 (a) 85,825 1,174 * Carol B. Hallett........ 690 30,742 1,210 * Orion L. Hoch........... 89,399 (b) 39,916 0 * David E. Jeremiah....... 500 21,500 2,645 * John M. Leonis.......... 42,912 213,277 0 * William P. Sommers...... 1,500 22,000 0 * C. B. Thornton, Jr. .... 1,344,874 (b)(c) 40,642 0 3.0% James R. Wilson......... 2,000 12,000 149 * Named Executive Officers Michael R. Brown (CEO).. 23,070 159,859 2,021 * Ronald D. Sugar......... 77,908 (d) 0 0 * D. Michael Steuert...... 8,333 (e) 24,800 0 * Gerald J. St. Pe........ 30,546 57,000 3,520 * Harry Halamandaris...... 33 38,800 9,554 * Directors and Executive 1,731,124 (a)(b)(c)(d) 928,154 23,428 5.9% Officers as a Group (25)........ (e)(f)(g)
-------- * Percentage of Common Shares is given only where such percentage exceeds 1% of the Common Shares outstanding, exclusive of treasury shares, on December 31, 2000. (a) Excludes 8,500 Common Shares held by a charitable corporation of which Mr. Casey serves as trustee. Mr. Casey has voting and investment power with respect to such 8,500 Common Shares and may be deemed to have incidents of beneficial ownership. (b) Includes Common Shares that are beneficially owned by certain family members of certain directors and officers who disclaim beneficial ownership of such shares. The Common Shares are reported on the presumption that the individual may share voting and/or investment power because of family relationships. (c) Excludes 25,378 Common Shares owned by a private foundation of which Mr. Thornton is an officer and trustee. Mr. Thornton shares voting and investment power with another trustee and may be deemed to have incidents of beneficial ownership. Includes Common Shares that are beneficially owned by a partnership of which Mr. Thornton is a general partner. (d) Represents shares of restricted stock granted to Dr. Sugar in connection with his employment by the Company. See Summary Compensation Table and "Employment Contracts." (e) Includes 6,222 shares of restricted stock granted to Mr. Steuert in connection with his employment by the Company. See Summary Compensation Table. (f) Excludes 255,126 Common Shares owned by the Litton Master Trust, which holds certain retirement funds of the Company and its subsidiaries. Mr. Casey and Mr. Steuert are members of the Investment Committee, which has sole investment and voting power, and thus may be deemed to have incidents of beneficial ownership. If these Common Shares were included as beneficially owned shares, then the percentage of Common Shares owned by the group would be 6.4%. (g) Includes 50,000 Common Shares held by the Foundation of The Litton Industries, whose President and Treasurer vote the Common Shares and are also officers of the Company, and whose directors have investment power over the Common Shares and are elected and may be removed by the Nominating and Board Governance Committee of the Board. (h) Individuals with stock units in this column have elected to defer a portion of their bonus awards, and in the case of directors, of their Compensation. The bonus or Compensation is converted into a number of stock units equal to the number of Common Shares which could have been purchased at fair market value on the date the award is made or the Compensation is payable. Deferred awards are paid in full Common Shares upon termination of service, death or a change of control. Although individuals may be deemed to have incidents of beneficial ownership, they do not have any voting power with respect to these units. (i) The number of Common Shares subject to options exercisable within 60 days of December 31, 2000 held by any indicated person or group of persons have been added to the Common Shares actually outstanding as of December 31, 2000 for the purpose of computing the percentage of outstanding Common Shares owned by such person or such group of persons but not by any other stockholder. B-41 EXECUTIVE OFFICERS The executive officers of the Company are elected each year by the Board at its first meeting following the Annual Meeting of Stockholders to serve during the ensuing year and until their respective successors are elected and qualify. There are no family relationships among any of the executive officers of the Company. Each is a citizen of the United States. The following information indicates the position and age of the executive officers at January 5, 2001 and their business experience during the prior five years:
Offices Presently Held and Business Experience Name Age During Prior Five Years ---- --- ---------------------------------------------- Michael R. Brown...... 60 Chairman of the Board since March, 1999, Chief Executive Officer since March, 1998 and a director since September, 1995; prior thereto: President (1995-2000), Chief Operating Officer (1995-1998), Executive Vice President (1995), Group Executive of the Information Systems Group (1995-1997), Senior Vice President (1992-1995). Frank G. Brandenberg.. 54 Senior Vice President and Group Executive of the Electronic Components and Materials Group since December, 1999; prior thereto: Chief Executive Officer of EA Industries, Inc. (1997-1999), President of the Client/Server Systems Business Unit and Deputy President of the Computer Systems Group (1990-1997) of UNISYS Corporation. Lynne M. O. Brickner.. 48 Vice President and Secretary since February 2000; prior thereto: Vice President, General Counsel and Secretary of Meggitt-USA, Inc. (July 1999-February 2000), Vice President, General Counsel and Secretary of Whittaker Corporation (1996-July 1999), private practice (1980-1995). J. Spencer Davis...... 54 Vice President for Corporate Communications since September 1998; prior thereto: Director of Investor Relations for Computer Sciences Corporation, a leading global information technology services company (1995-September 1998). James H. Frey......... 62 Senior Vice President and Group Executive of the Information Systems Group since September, 2000; prior thereto: Vice President (1997-2000), President of TASC, Inc. (1999-2000), a subsidiary of the Company, Vice President of Strategic Business Development (1996-1999), President of the Company's Itek Optical Systems Division (1988- 1996). John E. Gordon........ 59 Vice President in charge of day-to-day relationships with the federal government and head of the Company's Washington office; prior experience: Director of Federal Liaisons (since 1993), Rear Admiral and Judge Advocate General of the Navy (until 1992). Harry Halamandaris.... 62 Senior Vice President and Group Executive of the Advanced Electronics Systems Group since August, 2000; prior thereto: Executive Vice President and Chief Operating Officer of Electronics and Information Systems (1999), Executive Vice President and Chief Operating Officer (1999), Senior Vice President (1996-1999), Group Executive of the Electronic Warfare Systems Group (1995- 1999), Vice President for Strategic Planning (1995), Vice President and Group Executive of Kaiser Aerospace & Electronics, Inc. (1994-1995), Director of Corporate Technology, Teledyne, Inc. (1989-1994). Thomas E. Hill........ 50 Senior Vice President of Human Resources since September, 2000; prior thereto: Vice President of Human Resources (1999-2000); Senior Vice President of Human Resources of Dade Behring, Inc. (1995- 1999). Richard T. Hopman..... 63 Vice President (since 1981) and Managing Director of LITEF GmbH (since 1969) and TELDIX GmbH (since 1996).
B-42
Offices Presently Held and Business Experience Name Age During Prior Five Years ---- --- ---------------------------------------------- Frank C. Marshall, Jr .. 53 Vice President and Associate General Counsel since March, 1994; prior thereto: Vice President and Counsel for the Navigation, Guidance & Control Systems (since August, 1992), various in- house counsel positions with the Company (from 1987). Timothy G. Paulson...... 54 Vice President and Treasurer since June, 1994; prior thereto: Vice President of Finance and Administration of the Company's Amecom Division (1991-1994). John E. Preston......... 59 Senior Vice President and General Counsel since March, 1994; prior thereto: Vice President and Associate General Counsel (1990-1994). Gerald J. St. Pe........ 61 Executive Vice President and Chief Operating Officer of Litton Ship Systems since June, 1999; prior thereto: Senior Vice President (1986-1999), President of Ingalls Shipbuilding, Inc. (1987- 1999). D. Michael Steuert...... 52 Senior Vice President and Chief Financial Officer since February, 1999; prior thereto: Chief Financial Officer of GenCorp Inc. (1990-1999). Dr. Ronald D. Sugar..... 52 President and Chief Operating Officer since June, 2000; prior thereto: President and Chief Operating Officer of TRW Aerospace & Information Systems and Member of the Chief Executive Office of TRW, Inc. (1998 to June, 2000), Executive Vice President and General Manager of the TRW Automotive Electronics Group (1996-1998), Executive Vice President and Chief Financial Officer of TRW (1994-1996). Sandra J. Wright........ 45 Vice President and Controller since October, 2000; prior to joining the Company in May, 2000, Ms. Wright was Vice President and Controller for Aerojet, a GenCorp company based in Sacramento, California, where she was responsible for corporate financial accounting, and provided financial planning and strategic planning oversight. Ms. Wright first joined Aerojet in 1981.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Exchange Act requires directors and executive officers of the Company and persons who own more than ten percent of the Common Shares to file reports of ownership and changes in ownership of Common Shares with the Commission and the New York Stock Exchange. These persons are also required to furnish to the Company copies of all such reports. To the Company's knowledge, based solely on its review of the copies of such reports received by the Company, and written representations from certain reporting persons, the directors and executive officers of the Company and all other reporting persons complied with all applicable filing requirements, except for one report describing purchases of Common Shares by one director, which was inadvertently filed with the Commission three days later than the filing deadline. B-43 EXECUTIVE COMPENSATION Compensation of Executive Officers The following table sets forth the compensation for the last three fiscal years of the Chief Executive Officer of the Company and the four other most highly compensated executive officers of the Company serving at the end of Fiscal Year 2000. Summary Compensation Table
Named Executive Long-Term Compensation Officers Annual Compensation Awards ---------------- ----------------------------------- ------------------------- Securities Other Annual Underlying All Other Name and Principal Fiscal Salary Bonus Compensation Restricted Options/SARs Compensation Position Year ($)(a) ($)(b) ($)(c) Stock ($)(d) (#)(e) ($)(f) ------------------ ------ ------- ------- ------------ ------------ ------------ ------------ Michael R. Brown........ 2000 725,005 696,005 -- 0 0 10,355 Chairman and Chief 1999 675,772 350,000 -- 0 75,000 10,300 Executive Officer(g) 1998 497,509 570,000 -- 0 60,000 10,839 Ronald D. Sugar......... 2000 53,078 600,000 -- 3,510,729 150,000 11,482 President and Chief 1999 -- -- -- -- -- -- Operating Officer(h) 1998 -- -- -- -- -- -- D. Michael Steuert...... 2000 413,557 332,817 -- 0 0 195,496 Senior Vice President 1999 184,618 303,334 -- 448,940 74,000 8,169 and Chief Financial 1998 -- -- -- -- -- -- Officer(i) Gerald J. St. Pe........ 2000 415,334 300,079 -- 0 0 6,866 Executive Vice President; 1999 392,509 401,856 -- 0 15,000 5,266 Chief Operating Officer, 1998 374,454 420,992 -- 0 12,000 5,389 Litton Ship Systems Harry Halamandaris...... 2000 372,203 283,609 -- 0 0 7,641 Senior Vice President; 1999 314,591 290,000 -- 0 21,000 7,798 Group Executive, 1998 296,088 258,750 -- 0 10,000 9,232 Advanced Electronics
-------- (a) The amount included for Dr. Sugar represents salary for the period June 21, 2000, when he commenced employment with the Company, through July 31, 2000. (b) Fiscal year 2000 bonus awards are accrued in 2000 and paid in full in October 2000. The fiscal year 2000 bonus paid to Dr. Sugar includes (i) a hiring bonus of $250,000, which was paid to him when he commenced employment with the Company and (ii) a bonus of $350,000 as agreed in connection with his employment. The fiscal year 1999 bonus paid to Mr. Steuert includes a hiring bonus of $120,000, which was paid to him when he commenced employment. Mr. Halamandaris elected to defer 40% of his 2000 bonus award, and as a result of such deferral, he has been credited with 2,619 stock units in the "deferred stock units" column of the "Security Ownership of Directors and Executive Officers" table of this Information Statement. (c) For each year, excludes perquisites and other personal benefits, securities or property which, in the aggregate, do not exceed the lesser of either $50,000 or 10% of the total of annual salary and bonus for each named executive officer. (d) Based on the price of the Common Shares on the date of grant. The value and number of restricted stock holdings of the named executive officers on December 21, 2000 (based on the closing price for the Common Shares of $61.6875 on December 20, 2000) were as follows: Dr. Sugar, $4,805,950 (77,908 shares), and Mr. Steuert, $383,820 (6,222 shares). In connection with his employment as President and Chief Operating Officer, Dr. Sugar received 77,908 shares of restricted stock on June 21, 2000 pursuant to restricted stock agreements dated as of June 21, 2000, 12,710 of which vest in equal installments over a five-year period beginning on the first anniversary of the grant date and on each of the next four anniversaries of the grant date, and 65,198 shares of which vest in equal installments over a seven-year period beginning on the first anniversary of the grant date and on each of the next six anniversaries of the grant date. The shares of restricted stock granted to Dr. Sugar will vest immediately upon the occurrence of certain events related to death, disability, termination of employment, constructive termination or a change in control of the Company. In connection with his employment as Senior Vice President and Chief Financial Officer, Mr. Steuert received 8,333 shares of restricted stock on February 15, 1999 pursuant to restricted stock agreements dated as of February 15, 1999, 5,000 of which vest in equal installments B-44 over a five-year period beginning on the first anniversary of the grant date and on each of the next four anniversaries of the grant date, and immediately upon termination of employment by reason of death or disability or termination without cause, or upon a change in control of the Company, and 3,333 of which vest in equal installments over a three-year period beginning on the first anniversary of the grant date and on each of the next two anniversaries of the grant date, and immediately upon termination of employment by reason of death or disability or upon a change in control of the Company. Dr. Sugar and Mr. Steuert are entitled to vote these shares of restricted stock and to receive any dividends declared and paid on the shares. (e) No stock appreciation rights were granted to the named executive officers. With the exception of Dr. Sugar, no stock options were issued to the named executive officers during fiscal 2000. Grants of stock options to Dr. Sugar were made in accordance with his employment agreement. See Employment Contracts. The following grants of stock options under the 1984 Plan were made to the named executive officers in September 2000: Mr. Brown, 80,500; Dr. Sugar, 50,000 (in accordance with his employment agreement); Mr. Steuert, 35,000; Mr. St. Pe, 16,000; and Mr. Halamandaris, 15,000. (f) Included in this column for fiscal year 2000 are the following: (i) the Company's matching contributions under the the Company's Financial Security and Savings Program ("FSSP") for the accounts of Mr. Brown, $2,137; Mr. Steuert, $2,690; Mr. St. Pe, $3,400; and Mr. Halamandaris, $1,980; (ii) taxable amounts imputed under various life insurance arrangements provided by the Company for Mr. Brown, $5,328; Mr. St. Pe, $3,466; and Mr. Halamandaris, $3,034; (iii) taxable amounts representing interest imputed to the holder of the loans described in "Indebtedness of Management to the Company" below: Mr. Brown, $2,890; Mr. Steuert, $3,551; and Mr. Halamandaris, $2,627; and (iv) the amounts of $11,482 and $189,255 paid to Dr. Sugar and Mr. Steuert, respectively, in connection with their relocations, including a provision for income taxes on these relocation allowances. (g) Mr. Brown also served as President of the Company until June 21, 2000. (h) Dr. Sugar was elected President and Chief Operating Officer, effective June 21, 2000. (i) Mr. Steuert was elected Senior Vice President and Chief Financial Officer, effective February 15, 1999. The following table provides information about grants of performance-based restricted stock made by the Company under the 1984 Long-Term Stock Incentive Plan, as amended and restated (the "1984 Plan"), during fiscal year 2000 to each of the named executive officers in the Summary Compensation Table. Long-Term Incentive Plan Awards in 2000 Fiscal Year
Estimated future payouts under non-stock price- Individual Grants based plans ------------------------------- -------------------------- Performance or Number of other period shares, units or until other rights maturation or Threshold Target Maximum Name (#)(a) payout(b) ($ or #) ($ or #) (#) ---- ---------------- -------------- --------- -------- ------- Michael R. Brown.... 15,000 1999-2001 (c) (c) 15,000 Ronald D. Sugar..... (d) -- -- -- -- D. Michael Steuert.. 5,400 1999-2001 (c) (c) 5,400 Gerald J. St. Pe.... 5,400 1999-2001 (c) (c) 5,400 Harry Halamandaris.. 4,900 1999-2001 (c) (c) 4,900
-------- (a) A grantee does not have the right to vote the performance-based restricted stock or to receive any dividends declared or paid on Common Shares. In addition to the shares awarded in fiscal year 2000, in September 2000 the Company made the following maximum grants of performance-based restricted stock under the 1984 Plan to the named executive officers: Mr. Brown, 16,500; Dr. Sugar, 13,700; Mr. Steuert, 5,900; Mr. St. Pe, 5,600; and Mr. Halamandaris, 5,600. (b) Shares of the performance-based restricted stock vest on the third anniversary of the award date, provided that the grantee is still employed by the Company on that date and the Company meets the prescribed performance requirements set forth in the Company's Performance-Based Restricted Stock Agreement. (c) The number of Common Shares that a grantee can earn is based upon the three-year internal sales growth of the Company and Cash Flow Return on Investment ("CFROI") performance objectives, adjusted annually for certain significant events such as acquisitions and mergers. Earn-outs over the three-year period range from 0% to 100% of the shares of performance-based restricted stock awarded to a grantee. In the event of death, disability or retirement of a grantee prior to vesting of the performance-based restricted stock, awards may be prorated and made at the end of the three- year performance period at the discretion of the Compensation and Selection Committee. In the event of a change in control of the Company, shares of performance-based restricted stock will vest immediately. (d) Dr. Sugar was elected President and Chief Operating Officer, effective June 21, 2000. B-45 The following table provides information on option grants to purchase Common Shares made by the Company during fiscal year 2000 to each of the named executive officers in the Summary Compensation Table. The Company did not grant any stock appreciation rights to the named executive officers during fiscal year 2000. Option Grants in 2000 Fiscal Year
Potential Realizable Value At Assumed Annual Rates of Stock Price Appreciation for Option Individual Grants Term(d) ------------------------------------------------- ------------------------- % of Hypothetical Hypothetical Number of Total Options Exercise Value Value Securities Granted to Price Realized at Realized at Underlying Employees in Per 5% stock 10% stock Options Granted Fiscal Year Share Expiration appreciation appreciation Name (#)(a) (b) ($)(c) Date ($) ($) ---- --------------- ------------- -------- ---------- ------------ ------------ Michael R. Brown........ 0 0 0 -- -- -- Ronald D. Sugar......... 150,000 45% 45.4063 6/21/10 4,283,367 10,854,892 D. Michael Steuert...... 0 0 0 -- -- -- Gerald J. St. Pe........ 0 0 0 -- -- -- Harry Halamandaris...... 0 0 0 -- -- --
-------- (a) Dr. Sugar received aggregate grants of 150,000 non-qualified stock options under the 1984 Plan on the date of his employment by the Company. The options were granted at fair market value and vest in equal installments over a five-year period. The term of each option is 10 years, subject to earlier termination upon the occurrence of certain events related to death, disability or termination of employment. The options fully vest and become exercisable upon the earliest to occur of (i) the expiration of five years following the date of grant, or (ii) certain events related to death, disability, termination of employment or a change in control the Company. See "Employment Contracts" below. With the exception of Dr. Sugar, no stock options were issued to the named executive officers during fiscal 2000. In September 2000, the following grants of stock options under the 1984 Plan were made to the named executive officers: Mr. Brown, 80,500; Dr. Sugar, 50,000 (in accordance with his employment agreement); Mr. Steuert, 35,000; Mr. St. Pe, 16,000; and Mr. Halamandaris, 15,000. (b) The Company granted options to purchase 330,610 Common Shares to employees in fiscal year 2000, including the grants to Dr. Sugar. (c) The exercise price and tax withholding obligations related to exercise may be paid by delivery of already-owned shares and/or by offset of the underlying shares, subject to certain conditions. (d) These amounts, based on assumed appreciation rates of the 5% and 10% rates prescribed by Securities and Exchange Commission rules, are not intended to forecast possible future appreciation, if any, of a Common Share. The actual value of the options will depend on the market value of a Common Share. The following table provides information on option exercises in fiscal year 2000 by each of the named executive officers in the Summary Compensation Table and the values of each of such officer's unexercised options at July 31, 2000. There were no stock appreciation rights exercised or outstanding. Aggregated Option Exercises in 2000 Fiscal Year and Fiscal Year-End Option Values
Number of Securities Underlying Unexercised Value Of Unexercised In- Common Shares Options at July 31, 2000 the-Money Options at Acquired on Value (#) July 31, 2000 ($)(b) Exercise Realized ------------------------- ------------------------- Name (#)(a) ($)(a) Exercisable Unexercisable Exercisable Unexercisable ---- ------------- -------- ----------- ------------- ----------- ------------- Michael R. Brown........ -- -- 151,259 124,600 1,197,541 76,724 Ronald D. Sugar......... -- -- 0 150,000 0 464,055 D. Michael Steuert...... -- -- 14,800 59,200 0 0 Gerald J. St. Pe........ -- -- 57,000 27,000 609,675 18,112 Harry Halamandaris...... -- -- 35,100 32,900 235,542 86,080
-------- (a) None of the named executive officers exercised stock options during the fiscal year ending July 31, 2000. (b) Based on the difference between $48.50 (the average of the high and low market price of a Common Share covered by in-the-money options on July 31, 2000) and the exercise price. B-46 Retirement Benefits The FSSP and Related Retirement Plans The Company Financial Security and Savings Program ("FSSP") is a defined contribution plan intended to qualify under Section 401(k) of the Code. Participation in the FSSP is generally available to U.S. employees of the Company's corporate offices and participating subsidiaries and divisions. Except for Dr. Sugar, all of the named executive officers in the Summary Compensation Table participate in the FSSP. Prior to January 1, 2000, the first 1% to 4% of pay that a participant elected to deposit to the FSSP created an annual retirement benefit payable at age 65 equal to the greater of (a) 60% of such deposits, or (b) 85% of such deposits, less 75% of estimated Social Security primary insurance. The retirement benefit is payable as an annuity and is reduced by the actuarial equivalent of any elected lump sum distribution of the deposits, as adjusted for earnings or losses. Participants could deposit an additional 1% to 16% of pay into the Savings Account portion of the FSSP and receive a 50% Company match on the first 1% to 4% of those deposits. Effective January 1, 2000, the Company provided a 50% Company match on the first 1% to 4% of pay that a participant elected to deposit to the FSSP, which created an annual retirement benefit payable at age 65 equal to the greater of (a) 60% of such deposits, or (b) 85% of such deposits, less 75% of estimated Social Security primary insurance. The retirement benefit is payable as an annuity and is reduced by the actuarial equivalent of any elected lump sum distribution of the deposits, as adjusted for earnings or losses. Participants may deposit an additional 1% to 16% of pay into the Savings Account portion of the FSSP. For any calendar year, a participant's deposits in the FSSP may not exceed the maximum deferral amount prescribed by Section 401(k) of the Code or, if less, 20% of a participant's annual compensation. Beginning on January 1, 2001, the Company increased its matching contribution to 50% of the first 1% to 6% of pay that a participant elects to deposit to the FSSP. Restoration Plan The Litton Industries, Inc. Restoration Plan (the "Restoration Plan") is an unfunded, nonqualified retirement plan that restores Company-provided retirement benefits and FSSP Company-matching contributions, which an FSSP participant could have received if it were not for the limitations prescribed by the Code. Such benefit is payable from the Company's general assets as an annuity at normal retirement. The following table sets forth the current estimated annual retirement benefits of the named executive officers, assuming their continued maximum participation in the above described plans, retirement at age 65 and election of a single life annuity.
Company-Provided Name Total Pension Portion ---- ------------- ---------------- Michael R. Brown.............................. $450,310 $404,071 Ronald D. Sugar............................... 635,972 615,943 D. Michael Steuert............................ 401,572 381,809 Gerald J. St. Pe.............................. 391,794 333,309 Harry Halamandaris............................ 126,912 118,684
Supplemental Plan The Litton Industries, Inc. Supplemental Executive Retirement Plan ("SERP") is an unfunded, nonqualified defined benefit retirement plan that provides certain key employees of the Company with supplemental retirement benefits. The SERP was amended and restated as of August 1, 2000 for all SERP participants who were actively employed by the Company on that date. For purposes of this summary, the amended and restated SERP is referred to as the "New SERP" and the prior SERP is referred to as the "Old SERP." SERP participants who terminated employment prior to August 1, 2000 will have their SERP benefits B-47 governed by the Old SERP. Individuals who become SERP participants on or after August 1, 2000 will have their SERP benefits governed by the New SERP. All other SERP participants will receive the greater of the benefits provided under the Old SERP or the New SERP. In general, under the Old SERP, participants must be at least age 50, and vesting occurs when a participant reaches age 60 and has at least fifteen years of service with the Company. The Old SERP retirement benefit is determined based on a participant's average earnings (for the highest three twelve-month periods out of their last 60 months of compensation) and years of service since the later of age 40 or the date of hire (up to a maximum of 25 years). Under the Old SERP, the credited years of service at September 30, 2000, of the Named Executive Officers are as follows: Mr. Brown, 19 years; Dr. Sugar, 0 years; Mr. Steuert, 1 year; Mr. St. Pe, 20 years; and Mr. Halamandaris, 5 years. The Company will credit the following named executive officers with additional years of service for benefit accrual purposes under the Old SERP as follows: Dr. Sugar, 5 years at date of hire; Mr. Steuert, 10 years at date of hire; and Mr. Halamandaris, 14 years at date of hire. The following table indicates the approximate annual benefit that would be received by a participant in the Old SERP, based on the following assumptions: (i) retirement at age 65 and (ii) payment as a single life annuity. Such benefit would be reduced by the Social Security benefit and the greater of the maximum amount of Company-provided pension benefits that the employee either actually accrued or could have accrued under other Company-sponsored retirement plans (for those who have never participated in a Company defined benefit pension plan). Pension Plan Table (Old SERP)
Years of Service Remuneration ---------------------------- (Average Earnings) 15 20 25 or more ------------------ -------- -------- ---------- $ 200,000.................................... $ 53,215 $ 70,954 $ 88,692 400,000.................................... 119,215 158,954 198,692 600,000.................................... 185,215 246,954 308,692 800,000.................................... 251,215 334,954 418,692 1,000,000.................................... 317,215 422,954 528,692 1,200,000.................................... 383,215 510,954 638,692 1,400,000.................................... 449,215 598,954 748,692 1,600,000.................................... 515,215 686,954 858,692 1,800,000.................................... 581,215 774,954 968,692 2,000,000.................................... 647,215 862,954 1,078,692
Under the New SERP, there is no minimum age limit for participants, and vesting occurs when a participant reaches age 55 and has at least five years of service with the Company. The New SERP retirement benefit is determined based on a participant's average earnings for the highest three calendar year periods out of their final 10 calendar years of employment and years of service (up to a maximum of 25 years) since date of hire. Under the New SERP, the credited years of service at September 30, 2000, of the named executive officers are as follows: Mr. Brown, 25 years; Dr. Sugar, 0 years; Mr. Steuert, 1 year; Mr. St. Pe, 25 years; and Mr. Halamandaris, 5 years. The Company will credit Mr. Steuert with an additional 10 years of service at date of hire and Mr. Halamandaris with that number of additional years of service at age 65 necessary to give him a benefit no less than he would receive under the Old SERP calculated using the additional 14 years of service granted under the Old SERP. B-48 The following table indicates the approximate annual benefit that would be received by a participant in the New SERP, based on the following assumptions: (i) retirement at age 65 and (ii) payment as a single life annuity. Such benefit would be reduced by the Social Security benefit and the greater of the maximum amount of Company-provided pension benefits that the employee either actually accrued or could have accrued under other Company-sponsored retirement plans (for those who have never participated in a Company defined benefit pension plan). Pension Plan Table (New SERP)
Years of Service Remuneration ---------------------------- (Average Earnings) 15 20 25 or more ------------------ -------- -------- ---------- 200,000..................................... $ 82,500 $ 95,000 $ 100,000 400,000..................................... 165,000 190,000 200,000 600,000..................................... 247,500 285,000 300,000 800,000..................................... 330,000 380,000 400,000 1,000,000..................................... 412,500 475,000 500,000 1,200,000..................................... 495,000 570,000 600,000 1,400,000..................................... 577,500 665,000 700,000 1,600,000..................................... 660,000 760,000 800,000 1,800,000..................................... 742,500 855,000 900,000 2,000,000..................................... 825,000 950,000 1,000,000
Change in Control Agreements The Company is a party to change in control agreements with all of the named executive officers in the Summary Compensation Table. The agreements become operative only upon the occurrence of one of the following events: (1) a change in the majority of the members of the Board; (2) acquisition by a third party of at least 30% of the Company's outstanding voting stock, other than as a result of a repurchase by the Company of its voting stock; (3) a merger, reorganization or consolidation of the Company with another party (other than certain limited types of mergers); (4) a sale or disposition of substantially all of the Company's assets; or (5) stockholder approval of the liquidation or dissolution of the Company. Each change in control agreement provides that for three years after a change in control there will be no adverse change in the executive's salary, bonus opportunity, benefits or location of employment. If, during this three-year period, the executive's employment is terminated by the Company other than for cause, the executive terminates his or her employment for good reasons, as defined in the agreements, or the executive voluntarily leaves during the 30-day period following the first anniversary of the change in control, the executive is entitled to receive an accrued salary and annual incentive payment through the date of termination and a lump sum severance payment equal to three times the sum of the executive's base salary and annual bonus. The Company will also provide the executive with certain pension credits, insurance and other welfare plan benefits. The Old SERP, the New SERP and the Restoration Plan provide that in the event of a change in control, all participants in such plans become fully vested in their benefits and the Company becomes obligated to fund a trust with sufficient assets to adequately satisfy the liabilities of the SERP and the Restoration Plan. The Compensation and Selection Committee of the Board may direct the Company to pay the benefits from such trust either as a lump sum payment based upon certain actuarial factors or to pay the benefits monthly as an annuity. The assets of such trusts would be subject to the claims of the Company's creditors in the event of the Company insolvency or bankruptcy. Employment Contracts In June 2000, the Company entered into an employment agreement with Dr. Sugar, pursuant to which he was appointed President and Chief Operating Officer. The Company also agreed that he would be elected a member of the Board and that on or before December 31, 2001, he would be elected Chief Executive Officer of B-49 the Company. It is also contemplated, according to the agreement, that by December 31, 2002 or within a reasonable period thereafter, when the Company's strategic status and management team support this additional position, Dr. Sugar will be elected Chairman of the Board. Dr. Sugar's initial annual salary was $600,000, with an increase effective October 1, 2000. He received a hiring bonus of $250,000 and a guaranteed incentive bonus of $350,000 for fiscal year 2000. For fiscal year 2001 and fiscal years thereafter, he will participate in the Company's annual incentive plan with a bonus target for the chief operating officer of 100% of annual salary, with actual payouts ranging from 0% to 125% of the maximum opportunity. The incentive bonus structure will not at any time be less favorable to Dr. Sugar than the structure for fiscal year 2001, unless the Board changes the structure for all executives. In addition, Dr. Sugar was granted 150,000 non-qualified stock options on June 21, 2000, which vest in equal installments over a five-year period. The exercise price is the fair market value of a Common Share on the date of grant. The Company also agreed that he would be eligible for a stock option grant of at least 43,000 stock options in September 2000. All of the options will be granted under the 1984 Plan and have a ten-year term. Any unvested options will vest upon a termination of employment without cause, constructive termination without cause, death or disability, or a change in control. Dr. Sugar will have at least two years to exercise any of the options, subject to the end of the stated term of the foregoing options. He will also be eligible for grants of other stock options under the 1984 Plan or successor plans. In September 2000, the Company also gave Dr. Sugar the right to receive 13,700 shares of performance-based restricted stock under the 1984 Plan at the maximum level. The actual number of shares will depend on the Company achieving certain cash flow return on investment and internal revenue growth goals for the three-year period ending July 31, 2003. Any unvested restricted stock will become vested and exercisable upon a termination of employment without cause, constructive termination without cause, death or disability, or a change in control. As compensation for stock, options and benefits under certain TRW, Inc. plans which Dr. Sugar forfeited upon termination of his employment with TRW, the Company awarded Dr. Sugar (i) 65,198 shares of restricted stock that vest over seven years in equal installments on each of the first seven anniversary dates of his date of hire, provided that he is employed by the Company on the respective date; (ii) 12,710 shares of restricted stock that vest over five years in equal installments on each of the first five anniversary dates of his date of hire, provided that he is employed by the Company on the respective date; (iii) 175,000 non-qualified stock options in two grants: 100,000 on June 21, 2000 and 75,000 on August 1, 2000, which vest in equal installments over a five-year period and have a ten-year term, subject to the terms of the 1984 Plan; (iv) in September 2000, an additional 13,700 shares of performance-based restricted stock subject to the fulfillment of certain criteria over a two- year performance period ending July 31, 2002; (v) an additional annual incentive payable in 2001 with a target amount of $571,975, with the actual amount to be paid based on an agreed-upon goal achievement ranging from 0% to 150% of the target amount; (vi) effective January 1, 2001, a $627,090 credit into a deferred compensation account under a proposed Company Executive Deferred Compensation Plan, or a payment of $822,000 if such Plan is not approved; (vii) a credit of five additional years of service for vesting under the SERP; and (viii) the right to receive additional benefits upon termination after age 55, if his vested benefits under the SERP and the Company's defined benefit pension plan are less than those projected as of the date of hire under the TRW pension plan. The agreement also provides for the granting of a change in control employment agreement for three years following a change in control event, and relocation assistance. Dr. Sugar will receive special severance benefits if he is not elected to the Board or elected Chief Executive Officer or is terminated without cause prior to December 31, 2001, including a cash payment of $5,000,000, the vesting of restricted stock and stock options and certain other benefits. The special severance benefits will terminate when Dr. Sugar is elected to the Board and as Chief Executive Officer. B-50 Indebtedness of Management to the Company As a form of additional incentive, the Company provides loans to certain key employees. Under the Company's incentive loan program, unsecured loans, not to exceed an aggregate of $6,000,000 outstanding at any one time, may be made to not more than 50 employees and may not exceed the annual base salary of the borrower. These loans presently bear interest at the rate of 4% per annum and are payable on the Company's demand, or upon (i) termination of the borrower's employment or (ii) December 31, 2001, whichever occurs first. Granting of loans to executive officers, including the named executive officers, requires the approval of the Compensation and Selection Committee. Under the program, loans in an aggregate principal amount of $2,215,000 were outstanding as of October 27, 2000, to the following executive officers: Mr. Brown, $275,000; Mr. Halamandaris, $250,000; Mr. Steuert, $400,000; Dr. Sugar, $600,000 and four other executive officers, $690,000, in aggregate. The total of these amounts also represents the largest aggregate amount outstanding since August 1, 1999. B-51 REPORT OF THE COMPENSATION AND SELECTION COMMITTEE The Compensation and Selection Committee of the Board of Directors (the "Committee") establishes the salaries and other compensation of the executive officers, including the CEO and the other individuals listed in the "Summary Compensation Table" ("Named Executive Officers"). The Committee consists entirely of non-employee directors. Compensation Philosophy and Components The Company's executive compensation program is designed to: . provide the level of total compensation necessary to attract and retain executives in its industries; . link compensation to the Company's performance and to the interests of stockholders; . recognize both individual and team performance through incentive compensation programs; . balance rewards for short-term versus long-term results; and encourage executives to make a long-term career commitment to the Company and its stockholders. The program consists of, and is intended to balance, three elements: (1) base salaries payable in cash; (2) annual performance awards payable in cash or stock or a combination of both; and (3) long-term, stock-based incentive awards. The market data used by the Committee to administer the executive compensation program is provided through surveys conducted by external compensation consultants and presented to the Committee annually as part of the determination of the succeeding year's executive compensation structure. Salaries The Committee determines the salary ranges for each of the executive officer positions based upon the scope, level and strategic impact of the position, and on the pay level for similarly positioned executive officers in comparable companies. Annual base salary is designed to compensate executives for ongoing performance throughout the year. Annual Performance Awards The Committee administers annual performance awards under the Annual Incentive Plan which were approved by the Committee pursuant to the Company's Performance Award Plan approved by the Company's stockholders in 1996. Annual performance awards are generally based on the Company's financial results as measured against pre-determined targets. Awards are payable in full in October following the end of the fiscal year for which the awards are granted. In November 1999, the Committee established a Fiscal Year 2000 Annual Incentive Plan, which established performance objectives (such as sales, earnings per share or operating profit, cash flow return on investment ("CFROI") and free cash flow) for approximately 450 eligible participants, including the Named Executive Officers. At the beginning of each fiscal year, the Committee sets the financial performance objectives and each participant is assigned a percentage of his or her base salary as the target of his or her bonus award. A participant's bonus award is calculated at the end of the fiscal year based upon the participant's individual achievement and the attainment of financial objectives by his or her group or division. Certain senior executive officers, including three of the Named Executive Officers, receive annual performance awards based solely upon pre-determined financial objectives. In determining the level of awards following the fiscal year end, the Committee reviews the accomplishments and achievements of management as well as the Company's financial performance during that past year. Based upon the Company's actual performance during the 2000 fiscal year, the performance goals were met at a level that would have entitled the corporate participants, including corporate executive officers and two B-52 of the Named Executive Officers (excluding Dr. Sugar who received a guaranteed bonus in accordance with his employment agreement), to receive an award equal to approximately 104% of their base salaries. Under the Performance Award Plan, the Committee has discretion to approve appropriate adjustments to the performance objective if the Committee determines that external changes or other unanticipated business conditions have materially affected the fairness of the performance objective. In that regard, the Committee analyzed the Company's 2000 financial results and decided to apply a formula which would correlate the bonuses with the Company's operating results and therefore substantially reduced the maximum bonus amounts which would have been paid under the achievement of corporate performance goals. Bonus awards to the corporate executive officers would have totaled $4,099,275, but, following the adjustment by the Committee, bonus awards totaling $3,446,573 were approved. Long-Term Stock Incentives The principal component of long-term compensation is stock options granted annually. The Committee grants stock options pursuant to the Company's regular stock options program, and sets guidelines for the number and terms of such grants based on peer group data and the Company's business objectives. Options granted by the Committee are at fair market value, and generally become exercisable in cumulative installments over a period of five years. During fiscal year 2000, a total of 330,610 stock options (including 150,000 options granted to Dr. Sugar in June 2000 as required by his employment agreement) were granted to participants under the 1984 Plan. In September 2000 (after the end of the 2000 fiscal year), the Committee awarded options to purchase 1,282,300 Common Shares to approximately 600 holders under the 1984 Plan. Of the stock options awarded in September 2000, Named Executive Officers received options to purchase Common Shares as follows: Mr. Brown, 80,500; Dr. Sugar, 50,000; Mr. Steuert, 35,000; Mr. St. Pe, 16,000; and Mr. Halamandaris, 15,000. Dr. Sugar also received a grant of options to purchase 75,000 Common Shares on August 1, 2000 in accordance with the terms of his employment agreement. In fiscal year 2000, the Committee also decided to grant performance-based restricted stock under the 1984 Plan allowing participants to earn a maximum of 45,400 Common Shares based upon three-year internal sales growth and CFROI performance objectives approved by the Committee. In September 2000 the Committee granted performance-based restricted stock to 16 participants who will be eligible to receive a maximum of 78,750 Common Shares based upon three- year internal sales growth and CFROI performance objectives. Of these shares, Named Executive Officers were granted the following maximum number of shares of performance-based restricted stock: Mr. Brown, 16,500; Dr. Sugar, 13,700; Mr. Steuert, 5,900; Mr. St. Pe, 5,600 and Mr. Halamandaris, 5,600. The Committee also granted to Dr. Sugar a maximum of 13,700 shares of performance-based restricted stock that will vest on July 31, 2002 based upon performance objectives, measured upon two-years' internal sales growth and CFROI. This grant to Dr. Sugar in September, 2000 was made in accordance with the terms of his employment agreement. Shares of performance-based restricted stock generally vest at the end of a three-year period upon achievement of prescribed performance objectives determined by the Committee. The Committee has determined that grants of performance-based restricted stock will continue as a component of the Company's long-term compensation program. The Committee's decisions concerning the fiscal year 2000 compensation elements for the executive officers were made within this broad framework and in light of each executive officer's level of responsibility, performance, current salary, prior-year bonus and other compensation awards. The Committee's specific decisions involving fiscal year 2000 compensation were ultimately based upon the Committee's judgment about the individual executive officer's performance and potential future contributions, and whether each particular payment or award would provide an appropriate reward and incentive for the executive to sustain and enhance the Company's long-term performance. B-53 Compensation of the Chief Executive Officer Mr. Brown became Chief Executive Officer in March 1998, and Chairman of the Board in March 1999. He also served as President until June 21, 2000. Mr. Brown's total annual compensation earned for the 2000 fiscal year, including salary and annual performance award, was $1,421,010. The Committee considered four factors in determining Mr. Brown's total compensation: (1) a review of the total compensation of CEOs at the Company's peer group of companies and comparative general industry data; (2) the Company's performance during the 1999 fiscal year to determine fiscal year 2000 salary; (3) the Company's performance during the 2000 fiscal year to determine his annual performance award; and (4) Mr. Brown's contributions to the Company's performance. During fiscal year 2000, Mr. Brown's salary was $725,005, which reflected an upward adjustment in March 1999 in recognition of his additional duties as Chairman of the Board. Based on the Company's performance for fiscal year 2000, Mr. Brown received an annual performance award of $696,005. In determining Mr. Brown's performance award, the Committee considered the achievements highlighted above under the heading "Annual Performance Awards" and his contribution to those achievements. As noted above, the amount of Mr. Brown's performance award was reduced because of the Committee's adjustment of 2000 financial performance targets following the end of the fiscal year. During the 2000 fiscal year, Mr. Brown received a grant of a maximum of 15,000 shares of performance-based restricted stock. In September 2000, Mr. Brown received a grant of options to purchase 80,500 Common Shares and a grant of a maximum of 16,500 shares of performance-based restricted stock. Tax Policy The Committee has reviewed the potential consequences for the Company of Section 162(m) of the Code, which imposes a limit on tax deductions for annual compensation in excess of $1 million paid to any of the Named Executive Officers. The Company has designed its executive compensation programs to preserve its ability to deduct compensation paid to executives under these programs. The Committee intends to weigh the benefits of full deductibility with the objectives of the executive compensation program and, if the Committee believes to do so is in the best interests of the Company and its stockholders, it may make compensation arrangements which may not be fully deductible under Section 162(m). This provision did not have a material impact on the Company during the 2000 fiscal year. B-54 PERFORMANCE GRAPH (COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*) The following graph illustrates the performance of the Common Shares over the five-year period from August 1, 1995 through July 31, 2000, compared to the performance of the Standard & Poor's 500 Index ("S & P 500 Index") and the Standard & Poor's Aerospace/Defense Index ("S & P Aerospace/Defense Index"): [PERFORMANCE GRAPH]
1995 1996 1997 1998 1999 2000 ------ ------ ------ ------ ------ ------ Common Shares........................ 100.00 111.69 134.90 148.86 178.57 128.41 S & P 500 INDEX...................... 100.00 116.57 177.35 211.55 254.29 277.12 S & P AEROSPACE/DEFENSE INDEX........ 100.00 129.76 183.87 139.72 146.26 145.55
-------- * Assumes $100 invested on August 1, 1995 in Common Shares, the S&P 500 Index and the S&P Aerospace/Defense Index (dividends reinvested). B-55 ANNEX D--PART II TO THE INFORMATION STATEMENT -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 4 TO SCHEDULE 14D-9 (RULE 14D-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- LITTON INDUSTRIES, INC. (Name of Subject Company) LITTON INDUSTRIES, INC. (Name of Person Filing Statement) ---------------- COMMON STOCK, $1 PAR VALUE PER SHARE (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) SERIES B $2 CUMULATIVE PREFERRED STOCK, $5 PAR VALUE PER SHARE (Title of Class of Securities) ---------------- 538021 10 6 (COMMON STOCK) 538021 40 3 (PREFERRED STOCK) (CUSIP Number of Class of Securities) ---------------- JOHN E. PRESTON, ESQ. SENIOR VICE PRESIDENT AND GENERAL COUNSEL LITTON INDUSTRIES, INC. 21240 BURBANK BOULEVARD WOODLAND HILLS, CALIFORNIA 91367-6675 (818) 598-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person Filing Statement) ---------------- Copy to: DANIEL A. NEFF, ESQ. WACHTELL, LIPTON, ROSEN & KATZ 51 WEST 52ND STREET NEW YORK, NEW YORK 10019 (212) 403-1000 ---------------- [_]CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- B-56 Litton Industries, Inc., a Delaware corporation (the "Company"), hereby amends its Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on January 5, 2001 (the "Schedule 14D- 9"), as amended. This amendment constitutes Amendment No. 4 to the Schedule 14D-9. Item 8. Additional Information. Section (e) of Item 8 of the Schedule 14D-9 is hereby amended and restated in its entirety. (e) Certain Projected Financial Data. Prior to entering into the Original Merger Agreement, the Company and its financial advisors provided to Northrop Grumman and its financial advisors certain information which was not publicly available, including certain projected financial data (the "Projections") for the fiscal years 2001 through 2005. The Company does not publicly disclose projections, and the latest Projections were not prepared with a view to public disclosure. The Projections included, among other things, the following forecasts of the Company's revenues, net income (excluding pension income) and earnings per share (excluding pension income), respectively (in millions, except per share data): $5,850.0, $151.9 and $3.31 in 2001; $6,473.0, $186.4 and $4.06 in 2002; $6,827.0, $220.8 and $4.81 in 2003; $7,183.0, $248.4 and $5.41 in 2004; and $7,436.0, $278.7 and $6.07 in 2005. Including pension income, the projected net income and earnings per share were, respectively (in millions, except per share data): $220.5 and $4.80 in 2001; $254.9 and $5.55 in 2002; $289.4 and $6.30 in 2003; $317.0 and $6.90 in 2004; and $347.3 and $7.56 in 2005. The Projections were not prepared with a view to public disclosure or compliance with published guidelines of the Securities Exchange Commission, the guidelines established by the American Institute of Certified Public Accountants for Prospective Financial Information or generally accepted accounting principles. The Company's certified public accountants have not examined or compiled any of the Projections. The Projections were not prepared with the approval of the Board. The Projections are included herein to give the Company's stockholders access to information that was not publicly available and that the Company provided to Northrop Grumman. The Projections are forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those statements and should be read with caution. The Projections are subjective in many respects and thus susceptible to interpretations and periodic revisions based on actual experience and recent developments. While presented with numerical specificity, the Projections were not prepared by the Company in the ordinary course and are based upon a variety of estimates and hypothetical assumptions made by management of the Company with respect to, among other things, industry performance, general economic, market, interest rate and financial conditions, sales, cost of goods sold, operating and other revenues and expenses, capital expenditures and working capital of the Company, and other matters which may not be realized and are inherently subject to significant business, economic and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the Company's control. The Company's operations are subject to various additional risks and uncertainties resulting from its position as a supplier, either directly or as subcontractor or team member, to the U.S. Government and its agencies as well as to foreign governments and agencies; actual outcomes are dependent upon factors, including, without limitation, the Company's successful performance of internal plans; government customers' budgetary restraints; customer changes in short-range and long-range plans; domestic and international competition in both the defense and commercial areas; product performance; continued development and acceptance of new products; performance issues with key suppliers and subcontractors; government import and export policies; acquisition or termination of government contracts; the outcome of political and legal processes; legal, financial, and governmental risks related to international transactions and global needs for military aircraft, military and civilian electronic systems and support and information technology. Accordingly, there can be no assurance that the assumptions made in preparing the Projections will prove accurate, and actual results may be materially greater or less than those contained in the Projections. In addition, the Projections do not take into B-57 account any of the transactions contemplated by the Amended Merger Agreement, including the Offer and the Litton Merger. These events may cause actual results to differ materially from the Projections. For these reasons, as well as the bases and assumptions on which the Projections were compiled, the inclusion of such Projections herein should not be regarded as an indication that the Company, Northrop Grumman, Purchaser or any of their respective affiliates or representatives considers such information to be an accurate prediction of future events, and the Projections should not be relied on as such. No party nor any of their respective affiliates or representatives has made, or makes, any representation to any person regarding the information contained in the Projections and none of them intends to update or otherwise revise the Projections to reflect circumstances existing after the date when made or to reflect the occurrences of future events even in the event that any or all of the assumptions are shown to be in error. B-58 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. LITTON INDUSTRIES, INC. /s/ John E. Preston By: _________________________________ Name: John E. Preston Title: Senior Vice President and General Counsel Dated: March 1, 2001 B-59 ANNEX C SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW DELAWARE CODE ANNOTATED TITLE 8. CORPORATIONS CHAPTER 1. GENERAL CORPORATION LAW SUBCHAPTER IX. MERGER, CONSOLIDATION OR CONVERSION 8 Del. C. (S) 262 (2000) Section 262. Appraisal rights (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to (S) 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder's shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository. (b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to (S) 251 (other than a merger effected pursuant to (S) 251(g) of this title), (S) 252, (S) 254, (S) 257, (S) 258, (S) 263 or (S) 264 of this title: (1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsection (f) of (S) 251 of this title. (2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to (S)(S) 251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except: a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof; b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders; c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs paragraphs a. and b. of this paragraph; or C-1 d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs paragraphs a., b. and c. of this paragraph. (3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under (S) 253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation. (c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable. (d) Appraisal rights shall be perfected as follows: (1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of such stockholder's shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder's shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder's shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection section and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or (2) If the merger or consolidation was approved pursuant to (S) 228 or (S) 253 of this title, each constituent corporation, either before the effective date of the merger or consolidation or within ten days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section; provided that, if the notice is given on or after the effective date of the merger or consolidation, such notice shall be given by the surviving or resulting corporation to all such holders of any class or series of stock of a constituent corporation that are entitled to appraisal rights. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder's shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder's shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need C-2 only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder's shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given. (e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) hereof and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder shall have the right to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder's written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) hereof, whichever is later. (f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation. (g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder. (h) After determining the stockholders entitled to an appraisal, the Court shall appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. In determining the fair rate of interest, the Court may consider all relevant factors, including the rate of interest which the surviving or resulting corporation would have had to pay to borrow money during the C-3 pendency of the proceeding. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, permit discovery or other pretrial proceedings and may proceed to trial upon the appraisal prior to the final determination of the stockholder entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder's certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section. (i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Interest may be simple or compound, as the Court may direct. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state. (j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal. (k) From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder's demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just. (l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation. C-4 EXHIBIT INDEX
Exhibit Number Description ------- ----------- (a)(1) Amendment No. 2 to Registration Statement on Form S-4 (Commission File No. 333-54800) of Northrop Grumman Corporation and LII Acquisition Corp. dated March 27, 2001, which includes the Offer to Purchase. The Offer to Purchase is attached to this Statement as Annex A. (a)(2) Amendment No. 3 to Litton's Solicitation/Recommendation Statement on Schedule 14D-9 dated February 1, 2001, as subsequently amended by Amendment No. 4 thereto dated March 2, 2001. Litton's Schedule 14D-9 is attached to this Statement as Annex B. (a)(3) Definitive Schedule 14C Information Statement of Litton Industries, Inc. dated May 4, 2001, incorporated by this reference. (g)(1) Annual Report on Form 10-K of Litton Industries, Inc. for the fiscal year ended July 31, 2000, incorporated by this reference. (g)(2) Quarterly Report on Form 10-Q of Litton Industries, Inc. for the period ended January 31, 2001, incorporated by this reference. (g)(3) Annual Report on Form 10-K of Northrop Grumman Corporation for the fiscal year ended December 31, 2000, incorporated by this reference. (g)(4) Quarterly Report on Form 10-Q of Northrop Grumman Corporation for the fiscal year ended March 31, 2001, incorporated by this reference.