Filed by: Northrop Grumman Corporation (formerly NNG, Inc.) and
Northrop Grumman Systems Corporation
(formerly Northrop Grumman Corporation)
Pursuant to Rule 424(b)(3)
Commission File No.: 333-54800
N E W S Northrop Grumman Corporation
------- Public Information
[NORTHROP GRUMMAN LOGO] 1840 Century Park East
Los Angeles, California 90067-2199
Contact: Bob Bishop (Media) (310) 201-3335
Gaston Kent (Investors) (310) 201-3423
For Immediate Release
NORTHROP GRUMMAN SETS PRORATION FACTORS
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FOR LITTON INDUSTRIES INC., TENDER OFFER
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LOS ANGELES -- April 18, 2001 -- Northrop Grumman Corporation
(NYSE: NOC) today announced proration factors for its tender offer for Litton
Industries Inc., which expired at midnight E.D.T. on April 2, 2001.
Based on the tender numbers reported by the depositary, EquiServe Trust
Company, the total number of Litton common shares tendered for Northrop Grumman
preferred stock was 24,962,376, which substantially exceeds the maximum
preferred stock consideration available in the offer.
As a result, the company said all tenders of Litton common shares for
Northrop Grumman preferred stock are subject to a proration factor of
0.175269414.
The total number of Litton common shares tendered for Northrop Grumman
common stock, together with the total number of common shares tendered for
Northrop Grumman preferred stock that could not be satisfied due to proration,
was 16,352,503, based on numbers reported by the depositary. Of that amount,
11,237,071 shares were subject to Alternative A elections and 5,115,432 shares
were subject to Alternative B elections.
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NORTHROP GRUMMAN SETS PRORATION FACTORS
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FOR LITTON INDUSTRIES INC., TENDER OFFER
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As a result of these amounts, the common shares tendered for Northrop
Grumman common stock with an Alternative A election are subject to a proration
factor of 0.790733996. There will be no proration of (a) common shares tendered
(or deemed tendered as a result of proration) for Northrop Grumman common stock
with an Alternative B election or (b) preferred shares tendered for cash.
EquiServe reported that 44,660,440 common shares and 240,632 preferred
shares of Litton stock were validly tendered and not properly withdrawn. There
were 45,900,722 common shares and 410,643 preferred shares of Litton stock
outstanding as of March 28, 2001, according to Litton and its transfer agent,
and the number of Litton shares accepted for purchase or exchange by Northrop
Grumman represent approximately 97.3% of such outstanding common shares and
58.6% of such outstanding preferred shares.
Based on these numbers, Northrop Grumman said it will issue the full
allotment of 13,000,000 shares of its common stock and 3,500,000 shares of its
preferred stock available for issuance pursuant to the offer. Proration is
necessary because the number of such securities requested by tendering holders
of Litton common shares exceeds the respective amounts of securities available
in the offer.
Northrop Grumman Corporation is a $15 billion, global aerospace and defense
company with its worldwide headquarters in Los Angeles. Northrop Grumman
provides technologically advanced, innovative products, services and solutions
in defense and commercial electronics, systems integration, information
technology and non-nuclear shipbuilding and systems. With 80,000 employees and
operations in 44 states and 25 countries, Northrop Grumman serves U.S. and
international military, government and commercial customers.
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NORTHROP GRUMMAN SETS PRORATION FACTORS
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FOR LITTON INDUSTRIES INC., TENDER OFFER
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Note: Certain statements and assumptions in this release contain or are based
on "forward-looking" information and involve risks and uncertainties. Such
"forward-looking" information includes the statements above as to the impact of
the proposed acquisition on revenues and earnings. Such statements are subject
to numerous assumptions and uncertainties, many of which are outside the
company's control. These include the company's ability to successfully
integrate the operations of Litton, assumptions with respect to future revenues,
expected program performance and cash flows, the outcome of contingencies
including litigation, environmental remediation, divestitures of businesses, and
anticipated costs of capital investments. 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;
as well as other economic, political and technological risks and uncertainties
and other risk factors set out in the company's filings from time to time with
the Securities and Exchange Commission, including, without limitation, the
company's reports on Form 10-K and Form 10-Q.
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0401-66
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