EX-99.1 13 dex991.txt FORM OF LETTER OF TRANSMITTAL EXHIBIT 99.1 LETTER OF TRANSMITTAL NORTHROP GRUMMAN SYSTEMS CORPORATION (formerly Northrop Grumman Corporation) OFFER TO EXCHANGE ITS 7 1/8% EXCHANGE NOTES DUE 2011 FOR ITS OUTSTANDING 7 1/8% NOTES DUE 2011 7 3/4% EXCHANGE DEBENTURES DUE 2031 FOR ITS OUTSTANDING 7 3/4% DEBENTURES DUE 2031 THE EXCHANGE NOTES AND EXCHANGE DEBENTURES TO BE UNCONDITIONALLY GUARANTEED BY NORTHROP GRUMMAN CORPORATION (formerly NNG, Inc.) AND LITTON INDUSTRIES, INC. PURSUANT TO THE PROSPECTUS DATED _____________, 2001 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ____________, 2001, UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: THE CHASE MANHATTAN BANK By Mail: ------- P.O. Box 2320 Dallas, TX 75221-2320 Attn: Events By Hand Delivery or Overnight Courier: ------------------------------------- 2001 Bryan Street, 9th Floor Dallas, TX 75201 Attn: Events By Facsimile Transmission: ------------------------- (214) 468-6494 For Information or Confirmation by Telephone: -------------------------------------------- (800) 275-2048 ___________________ DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. PLEASE READ THE INSTRUCTIONS CONTAINED HEREIN CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL. Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus (as defined below). 1 This Letter of Transmittal is to be completed if either (a) certificates are to be forwarded herewith or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth under "The Exchange Offer -- Procedures for Tendering" and "-- Book-Entry Transfer" in the Prospectus and an Agent's Message (as defined below) is not delivered. Certificates, or book-entry confirmation of a book-entry transfer of Outstanding Securities into the Exchange Agent's account at The Depository Trust Company ("DTC"), as well as this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. Tenders by book-entry transfer may also be made by delivering an Agent's Message in lieu of this Letter of Transmittal. The term "book-entry confirmation" means a confirmation of a book- entry transfer of Outstanding Securities into the Exchange Agent's account at DTC. The term "Agent's Message" means a message, transmitted by DTC to and received by the Exchange Agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by this Letter of Transmittal and that Northrop Grumman Systems Corporation may enforce this Letter of Transmittal against such participant. Holders (as defined below) of Outstanding Securities whose certificates (the "Certificates") for such Outstanding Securities are not immediately available or who cannot deliver their Certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Outstanding Securities according to the guaranteed delivery procedures set forth in "The Exchange Offer -- Guaranteed Delivery Procedures for Securities" in the Prospectus. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. 2 NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY ALL TENDERING HOLDERS COMPLETE THIS BOX:
DESCRIPTION OF OUTSTANDING SECURITIES ------------------------------------------------------------------------------------------------------- IF BLANK, PLEASE PRINT NAME AND OUTSTANDING SECURITIES (ATTACH ADDITIONAL LIST IF NECESSARY. ADDRESS OF REGISTERED SEE INSTRUCTION 3) HOLDER(S) ------------------------------------------------------------------------------------------------------- CERTIFICATE AGGREGATE PRINCIPAL AMOUNT NUMBER(S)* PRINCIPAL AMOUNT TENDERED (IF LESS THAN ALL)** -------------------------------------------------------------- 7 1/8% NOTES DUE 2011 -------------------------------------------------------------- -------------------------------------------------------------- 7 3/4 DEBENTURES DUE 2031 -------------------------------------------------------------- ------------------------------------------------------------------------------------------------------- * Need not be completed by book-entry holders. ** Outstanding Securities may be tendered in whole or in part in multiples of $1,000. All Outstanding Securities held shall be deemed tendered unless a lesser number is specified in this column. See Instruction 4. -------------------------------------------------------------------------------------------------------
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY) [ ] CHECK HERE IF TENDERED OUTSTANDING SECURITIES ARE BEING DELIVERED BY BOOK- ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING: Name of Tendering Institution ______________________________________________________________________ DTC Account Number ______________________________________________________________________ Transaction Code Number ______________________________________________________________________ 3 [ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OUTSTANDING SECURITIES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING (SEE INSTRUCTION 1): Name(s) of Registered Holder(s) Window Ticket Number (if any) Date of Execution of Notice of Guaranteed Delivery Name of Institution which Guaranteed Delivery If Guaranteed Delivery is to be made by Book-Entry Transfer: Name of Tendering Institution DTC Account Number Transaction Code Number [ ] CHECK HERE IF OUTSTANDING SECURITIES TENDERED BY BOOK-ENTRY TRANSFER AND NOT ACCEPTED FOR EXCHANGE ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE. [ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OUTSTANDING SECURITIES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ________________________________________________________________________________ Address: ________________________________________________________________________________ 4 Ladies and Gentlemen: The undersigned hereby tenders to Northrop Grumman Systems Corporation, a Delaware corporation, formerly Northrop Grumman Corporation ("Northrop Systems"), acting on its behalf and on behalf of Northrop Grumman Corporation, a Delaware corporation, formerly NNG, Inc., and Litton Industries, Inc., a Delaware corporation, the above described principal amount of Northrop Systems' 7 1/8% Notes due 2011 and 7 3/4% Debentures due 2031 (the "Outstanding Securities") in exchange for equivalent amounts of Northrop Systems' 7 1/8% Exchange Notes due 2011 and 7 3/4% Exchange Debentures due 2031 (the "Exchange Securities") which have been registered under the Securities Act of 1933 (the "Securities Act"), upon the terms and subject to the conditions set forth in the Prospectus dated __________, 2001 (as the same may be amended or supplemented from time to time, the "Prospectus"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the "Exchange Offer"). Subject to and effective upon the acceptance for exchange of all or any portion of the Outstanding Securities tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of Northrop Systems all right, title and interest in and to such Outstanding Securities as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of Northrop Systems in connection with the Exchange Offer) with respect to the tendered Outstanding Securities, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) subject only to the right of withdrawal described in the Prospectus, to (i) deliver Certificates for Outstanding Securities to Northrop Systems together with all accompanying evidences of transfer and authenticity to, or upon the order of, Northrop Systems, upon receipt by the Exchange Agent, as the undersigned's agent, of the Exchange Securities to be issued in exchange for such Outstanding Securities, (ii) present Certificates for such Outstanding Securities for transfer, and to transfer the Outstanding Securities on the books of Northrop Systems, and (iii) receive for the account of Northrop Systems all benefits and otherwise exercise all rights of beneficial ownership of such Outstanding Securities, all in accordance with the terms and conditions of the Exchange Offer. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, sell, assign and transfer the Outstanding Securities tendered hereby and that, when the same are accepted for exchange, Northrop Systems will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and that the Outstanding Securities tendered hereby are not subject to any adverse claims or proxies. The undersigned will, upon request, execute and deliver any additional documents deemed by Northrop Systems or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the Outstanding Securities tendered hereby, and the undersigned will comply with its obligations under the Registration Rights Agreement. The undersigned has read and agrees to all of the terms of the Exchange Offer. The name(s) and address(es) of the registered Holder(s) of the Outstanding Securities tendered hereby should be printed above, as they appear on the Certificates representing such Outstanding Securities. The Certificate number(s) and the Outstanding Securities that the undersigned wishes to tender should be indicated in the appropriate boxes above. If any tendered Outstanding Securities are not exchanged pursuant to the Exchange Offer for any reason, or if Certificates are submitted for more Outstanding Securities than are tendered or accepted for exchange, Certificates for such nonexchanged or nontendered Outstanding Securities will be returned (or, in the case of Outstanding Securities tendered by book-entry transfer, such Outstanding Securities will be credited to an account maintained at DTC), without expense to the tendering Holder, promptly following the expiration or termination of the Exchange Offer. The undersigned understands that tenders of Outstanding Securities pursuant to any one of the procedures described in "The Exchange Offer" in the Prospectus and in the instructions attached hereto 5 will, upon Northrop Systems' acceptance for exchange of such tendered Outstanding Securities, constitute a binding agreement between the undersigned and Northrop Systems upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, Northrop Systems may not be required to accept for exchange any of the Outstanding Securities tendered hereby. Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, the undersigned hereby directs that the Exchange Securities be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Outstanding Securities, that such Exchange Securities be credited to the account indicated above maintained at DTC. If applicable, substitute Certificates representing Outstanding Securities not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Outstanding Securities, will be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery Instructions," please deliver Exchange Securities to the undersigned at the address shown below the undersigned's signature. By tendering Outstanding Securities and executing this Letter of Transmittal or effecting delivery of an Agent's Message in lieu thereof, the undersigned hereby represents and agrees that (i) the undersigned is not an "affiliate" of Northrop Systems, (ii) any Exchange Securities to be received by the undersigned are being acquired in the ordinary course of its business, (iii) the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of Exchange Securities to be received in the Exchange Offer, and (iv) if the undersigned is not a broker-dealer, the undersigned is not engaged in, and does not intend to engage in, a distribution (within the meaning of the Securities Act) of such Exchange Securities. Northrop Systems may require the undersigned, as a condition to the undersigned's eligibility to participate in the Exchange Offer, to furnish to Northrop Systems (or an agent thereof) in writing information as to the number of "beneficial owners" within the meaning of Rule 13d-3 under the Exchange Act on behalf of whom the undersigned holds the Outstanding Securities to be exchanged in the Exchange Offer. By tendering Outstanding Securities pursuant to the Exchange Offer and executing this Letter of Transmittal or effecting delivery of an Agent's Message in lieu thereof, a Holder of Outstanding Securities which is a broker-dealer represents and agrees, consistent with certain interpretive letters issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties, that such Outstanding Securities were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities, and it will deliver a Prospectus (as amended or supplemented from time to time) meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities (provided that, by so acknowledging and by delivering a Prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act). Northrop Systems has agreed that, subject to the provisions of the Registration Rights Agreement, the Prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer (as defined below) in connection with resales of Exchange Notes received in exchange for Outstanding Securities, where such Outstanding Securities were acquired by such participating broker-dealer for its own account as a result of market- making activities or other trading activities, for a period ending 180 days after the Expiration Date (subject to extension under certain limited circumstances described in the Prospectus) or, if earlier, when all such Exchange Securities have been disposed of by such participating broker-dealer. In that regard, each broker-dealer who acquired Outstanding Securities for its own account as a result of market-making or other trading activities (a "participating broker-dealer"), by tendering such Outstanding Securities and executing this Letter of Transmittal or effecting delivery of an Agent's Message in lieu thereof, agrees that, upon receipt of notice from Northrop Systems of the happening of any event which requires Northrop Systems to make changes in the Registration Statement or the Prospectus in order that the Registration Statement or Prospectus do not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading or of the occurrence of certain other events specified in the Registration Rights Agreement, such participating broker-dealer will suspend the sale of Exchange Securities pursuant to the Prospectus until Northrop Systems has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to the participating broker-dealer. If Northrop Systems gives such notice to suspend the sale of 6 the Exchange Securities, it shall extend the 180-day period referred to above during which participating broker-dealers are entitled to use the Prospectus in connection with the resale of Exchange Securities by the number of days during the period from and including the date of the giving of such notice to and including the date when participating broker-dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of the Exchange Securities. As a result, a participating broker-dealer who intends to use the Prospectus in connection with resales of Exchange Securities received in exchange for Outstanding Securities pursuant to the Exchange Offer must notify Northrop Systems, or cause Northrop Systems to be notified, on or prior to the Expiration Date, that it is a participating broker-dealer. Such notice may be given in the space provided above or may be delivered to the Exchange Agent at the address set forth in the Prospectus under "-- Exchange Agent." The undersigned will, upon request, execute and deliver any additional documents deemed by Northrop Systems to be necessary or desirable to complete the sale, assignment and transfer of the Outstanding Securities tendered hereby. All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death, bankruptcy or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable. The undersigned, by completing the box entitled "Description of Outstanding Securities" above and signing this letter, will be deemed to have tendered the Outstanding Securities as set forth in such box. 7 HOLDER(S) SIGN HERE (SEE INSTRUCTIONS 2, 5 AND 6) (PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE 14) (NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2) Must be signed by registered Holder(s) exactly as name(s) appear(s) on Certificate(s) for the Outstanding Securities hereby tendered or on the register of Holders maintained by Northrop Systems, or by any person(s) authorized to become the registered Holder(s) by endorsements and documents transmitted herewith (including such opinions of counsel, certifications and other information as may be required by Northrop Systems or the Trustee for the Outstanding Securities to comply with the restrictions on transfer applicable to the Outstanding Securities). If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary capacity or representative capacity, please set forth the signer's full title. See Instruction 5. ________________________________________________________________________________ ________________________________________________________________________________ (SIGNATURE(S) OF HOLDER(S)) Date: _________________, 2001 Name(s)_________________________________________________________________________ ________________________________________________________________________________ (PLEASE PRINT) Capacity (full title)__________________________________________________________ Address________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ (INCLUDE ZIP CODE) Area Code and Telephone Number _______________________________________________________________________________ (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S)) 8 GUARANTEE OF SIGNATURE(S) (IF REQUIRED, SEE INSTRUCTIONS 2 AND 5) _______________________________________________________________________________ (AUTHORIZED SIGNATURE) Date: _________________, 2001 Name of Firm___________________________________________________________________ Capacity (full title)__________________________________________________________ (PLEASE PRINT) Address________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ (INCLUDE ZIP CODE) Area Code and Telephone Number_________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ 9 SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 1, 5 AND 6) To be completed ONLY if Exchange Securities or Outstanding Securities not tendered are to be issued in the name of someone other than the registered Holder of the Outstanding Securities whose name(s) appear(s) above. Issue [ ] Outstanding Securities not tendered to: [ ] Exchange Securities to: Name(s)________________________________________________________________________ Address________________________________________________________________________ (INCLUDE ZIP CODE) _______________________________________________________________________________ Area Code and Telephone Number_______________________________________________________________ SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 5 AND 6) To be completed ONLY if Exchange Securities or Outstanding Securities not tendered are to be sent to the registered Holder of the Outstanding Securities whose name(s) appear(s) above at an address other than that shown above, or to the person set forth under "Special Issuance Instructions" at an address other than that shown in those instructions. Mail [ ] Outstanding Securities not tendered to: [ ] Exchange Securities to: Name(s)_________________________________________________________________________ Address_________________________________________________________________________ (INCLUDE ZIP CODE) ________________________________________________________________________________ Area Code and Telephone Number________________________________________________________________ 10 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER 1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be completed either if (a) Certificates are to be forwarded herewith or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in "The Exchange Offer -- Procedures for Tendering" and " -- Book-entry Transfer" in the Prospectus and an Agent's Message is not delivered. Certificates, or timely confirmation of a book-entry transfer of such Outstanding Securities into the Exchange Agent's account at DTC, as well as this Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. Tenders by book-entry transfer may also be made by delivering an Agent's Message in lieu hereof. Outstanding Securities may be tendered in whole or in part in integral multiples of $1,000. Holders who wish to tender their Outstanding Securities and (i) whose Outstanding Securities are not immediately available or (ii) who cannot deliver their Outstanding Securities, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Outstanding Securities by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer -- Guaranteed Delivery Procedures for Securities" in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by Northrop Systems, must be received by the Exchange Agent on or prior to the Expiration Date; and (iii) the Certificates (or a book-entry confirmation) representing all tendered Outstanding Securities, in proper form for transfer, together with a Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent's Message in lieu thereof, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in "The Exchange Offer" in the Prospectus. The Notice of Guaranteed Delivery may be delivered by telegram or transmitted by facsimile or mail to the Exchange Agent, and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery. For Outstanding Securities to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration Date. As used herein and in the Prospectus, "Eligible Institution" means a member firm of a registered national securities exchange or the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an eligible guarantor institution as defined by Rule 17Ad-15 under the Exchange Act. THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Northrop Systems will not accept any alternative, conditional or contingent tenders. Each tendering Holder, by execution of a Letter of Transmittal or delivery of an Agent's Message, waives any right to receive any notice of the acceptance of such tender. 2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of Transmittal is required if: (i) this Letter of Transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a 11 security position listing as the owner of the Outstanding Securities (the "Holder")) of Outstanding Securities tendered herewith, unless such Holder(s) has completed either the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" above, or (ii) such Outstanding Securities are tendered for the account of a firm that is an Eligible Institution. In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5. 3. INADEQUATE SPACE. If the space provided in the box captioned "Description of Outstanding Securities" is inadequate, the Certificate number(s) and/or the principal amount of Outstanding Securities and any other required information should be listed on a separate signed schedule which is attached to this Letter of Transmittal. 4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Outstanding Securities will be accepted only in integral multiples of $1,000. If less than all the Outstanding Securities evidenced by any Certificate submitted are to be tendered, fill in the principal amount of Outstanding Securities which are to be tendered in the box entitled "Principal Amount of Outstanding Securities Tendered." In such case, new Certificate(s) for the remainder of the Outstanding Securities that were evidenced by your old Certificate(s) will be sent to the Holder of the Outstanding Security, promptly after the Expiration Date. All Outstanding Securities represented by Certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. Tenders of Outstanding Securities may be withdrawn at any time on or prior to the Expiration Date. In order for a withdrawal to be effective on or prior to that time, a written, telegraphic or facsimile transmission of such notice of withdrawal must be timely received by the Exchange Agent at the address set forth above on or prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Outstanding Securities to be withdrawn, the aggregate principal amount of Outstanding Securities to be withdrawn, and (if Certificates for Outstanding Securities have been tendered) the name of the registered Holder of the Outstanding Securities as set forth on the Certificate for the Outstanding Securities, if different from that of the person who tendered such Outstanding Securities. If Certificates for the Outstanding Securities have been delivered or otherwise identified to the Exchange Agent, then prior to the physical release of such Certificates for the Outstanding Securities, the tendering Holder must submit the serial numbers shown on the particular Certificates for the Outstanding Securities to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Outstanding Notes tendered for the account of an Eligible Institution. If Outstanding Securities have been tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus under "The Exchange Offer -- Procedures for Tendering" and " -- Book- entry Transfer," the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Outstanding Securities, in which case a notice of withdrawal will be effective if delivered to the Exchange Agent by written, telegraphic, or facsimile transmission. Withdrawals of tenders of Outstanding Securities may not be rescinded. Outstanding Securities properly withdrawn will not be deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any subsequent time on or prior to the Expiration Date by following any of the procedures described in the Prospectus under "The Exchange Offer -- Procedures for Tendering." All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by Northrop Systems, in its sole discretion, whose determination shall be final and binding on all parties. Northrop Systems, any affiliates or assigns of Northrop Systems, the Exchange Agent or any other person shall not be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Outstanding Securities which have been tendered but which are withdrawn will be returned to the Holder thereof without cost to such Holder promptly after withdrawal. 12 5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered Holder(s) of the Outstanding Securities tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Certificate(s) without alteration, enlargement or any change whatsoever. If any of the Outstanding Securities tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Outstanding Securities are registered in different name(s) on several Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of Certificates. If this Letter of Transmittal or any Certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by Northrop Systems, must submit proper evidence satisfactory to Northrop Systems, in its sole discretion, of each such person's authority so to act. When this Letter of Transmittal is signed by the registered owner(s) of the Outstanding Securities listed and transmitted hereby, no endorsement(s) of Certificate(s) or separate bond power(s) are required unless Exchange Securities are to be issued in the name of a person other than the registered Holder(s). If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Outstanding Securities listed, the Certificates must be endorsed or accompanied by appropriate bond powers, signed exactly as the name or names of the registered owner(s) appear(s) on the Certificates, and also must be accompanied by such opinions of counsel, certifications and other information as Northrop Systems or the Trustee for the Outstanding Securities may require in accordance with the restrictions on transfer applicable to the Outstanding Securities. Signatures on such Certificates or bond powers must be guaranteed by an Eligible Institution. 6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Exchange Securities are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if Exchange Securities are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Certificates for Outstanding Securities not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC. See Instruction 4. 7. IRREGULARITIES. Northrop Systems will determine, in its sole discretion, all questions as to the form of documents, validity, eligibility(including time of receipt) and acceptance for exchange of any tender of Outstanding Securities, which determination shall be final and binding on all parties. Northrop Systems reserves the absolute right to reject any and all tenders determined by them not to be in proper form or the acceptance of which, or exchange for which, may, in the view of counsel to Northrop Systems, be unlawful. Northrop Systems also reserves the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offer set forth in the Prospectus under "The Exchange Offer -- Conditions to the Exchange Offer" or any conditions or irregularity in any tender of Outstanding Notes of any particular Holder whether or not similar conditions or irregularities are waived in the case of other Holders. Northrop Systems' interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding. No tender of Outstanding Securities will be deemed to have been validly made until all irregularities with respect to such tender have been cured or waived. Northrop Systems, any affiliates or assigns of Northrop Systems, the Exchange Agent, or any other person shall not be under any duty to give notification of any irregularities in tenders or incur any liability for failure to give such notification. 8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee. 13 9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under the U.S. Federal income tax law, a Holder whose tendered Outstanding Securities are accepted for exchange is required to provide the Exchange Agent with such Holder's correct taxpayer identification number ("TIN") on Substitute From W-9 below. If the Exchange Agent is not provided with the correct TIN, the Internal Revenue Service (the "IRS") may subject the Holder or other payee to a $50 penalty. In addition, payments to such Holders or other payees with respect to Outstanding Securities exchanged pursuant to the Exchange Offer may be subject to 31% backup withholding. The box in Part 3 of the Substitute From W-9 may be checked if the tendering Holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the Holder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Exchange Agent will withhold 31% of all payments made prior to the time a properly certified TIN is provided to the Exchange Agent. The Exchange Agent will retain such amounts withheld during the 60-day period following the date of the Substitute From W-9. If the Holder furnishes the Exchange Agent with its TIN within 60 days after the date of the Substitute From W-9, the amounts retained during the 60-day period will be remitted to the Holder and no further amounts shall be retained or withheld from payments made to the Holder thereafter. If, however, the Holder has not provided the Exchange Agent with its TIN within such 60-day period, amounts withheld will be remitted to the IRS as backup withholding. In addition, 31% of all payments made thereafter will be withheld and remitted to the IRS until a correct TIN is provided. The Holder is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the registered owner of the Outstanding Securities or of the last transferee appearing on the transfers attached to, or endorsed on, the Outstanding Securities. If the Outstanding Securities are registered in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute From W-9" for additional guidance on which number to report. Certain Holders (including, among others, corporations, financial institutions and certain foreign persons) may not be subject to these backup withholding and reporting requirements. Such Holders should nevertheless complete the attached Substitute From W-9 below, and write "exempt" on the face thereof, to avoid possible erroneous backup withholding. In order for a foreign person to qualify as an exempt recipient, such Holder must submit a statement(generally IRS From W-8), signed under penalties of perjury, attesting to that person's exempt status. Northrop Systems will not withhold federal income tax on interest paid to a Non-United States Holder if it receives IRS From W-8 ECI from that Non-United States Holder, establishing that such income is effectively connected with the conduct of a trade or business in the United States, unless Northrop Systems has knowledge to the contrary. Please consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute From W-9" for additional guidance on which Holders are exempt from backup withholding. Backup withholding is not an additional U.S. Federal income tax. Rather, the U.S. Federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained. 10. WAIVER OF CONDITIONS. Northrop Systems reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus. 11. NO CONDITIONAL TENDERS. No alternative, conditional or contingent tenders will be accepted. All tendering Holders of Outstanding Securities, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of Outstanding Securities for exchange. 12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s)representing Outstanding Securities have been lost, destroyed or stolen, the Holder should promptly notify the Exchange Agent. The Holder will then be instructed as to the steps that must be taken in order to replace the Certificate(s). 14 This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen Certificate(s) have been followed. 13. SECURITY TRANSFER TAXES. Holders who tender their Outstanding Securities for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, Exchange Securities are to be delivered to, or are to be issued in the name of, any person other than the registered Holder of the Outstanding Securities tendered, or if a transfer tax is imposed for any reason other than the exchange of Outstanding Securities in connection with the Exchange Offer, then the amount of any such transfer tax (whether imposed on the registered Holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering Holder. IMPORTANT: THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE. TO BE COMPLETED BY ALL TENDERING SECURITYHOLDERS (SEE INSTRUCTION 9) 15
PAYOR'S NAME: THE CHASE MANHATTAN BANK ------------------------------------------------------------------------------------------------------------------------- SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN AT RIGHT AND __________________________ FORM W-9 CERTIFY BY SIGNING AND DATING BELOW. Social Security Number __________________________ Employer Identification Number ---------------------------------------------------------------------------------------------------- DEPARTMENT OF THE PART 2-- PART 3 -- TREASURY, INTERNAL CERTIFICATION -- Under the Penalties of Perjury, I Check if TIN Applied for [ ] REVENUE SERVICE certify that: (I) The number shown on this form is PAYOR'S REQUEST FOR my correct taxpayer identification number (or I am TAXPAYER waiting for a number to be issued to me), (2) I am IDENTIFICATION not subject to backup withholding either because NUMBER ("TIN") AND (i) I am exempt from backup withholding, (ii) I CERTIFICATION have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified me that I am no longer subject to backup withholding, and (3) any other information provided on this form is true and correct. ------------------------------------------------------------------------------------------------------------------------- You must cross out item (2) in Part (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on you tax return and you have not been notified by the IRS that you are no longer subject to backup withholding -------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES RESULT IN A $50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU PURSUANT TO THE EXCHANGE SECURITIES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W- 9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 31% of all payments made to me on account of the Exchange Securities shall be retained until I provide a taxpayer identification number to the Exchange Agent and that, if I do not provide my taxpayer identification number within 60 days, such retained amounts shall be remitted to the Internal Revenue Service as backup withholding and 31% of all reportable payments made to me thereafter will be withheld and remitted to the Internal Revenue Service until I provide a taxpayer identification number. SIGNATURE _______________________________________ DATE ________________, 2001 16