Filed by: Northrop Grumman Corporation
and NNG, Inc.
Pursuant to Rule 425 Under the
Securities Act of 1933
Subject Company: Litton Industries, Inc.
(Commission file No. 1-3998)
A registration statement relating to the securities proposed to be issued in the
Offer has been filed with the Securities and Exchange Commission but has not
yet become effective. Such securities may not be sold nor may offers to buy
such securities be accepted prior to the time the registration statement
becomes effective. This announcement is not an offer to sell or the
solicitation of an offer to buy such securities nor shall there be any sale
thereof in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state. In those jurisdictions where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of NNG by one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
Notice of 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, in cash, not subject to proration or
$80.25 in market value (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, in cash, not subject to proration
by
NNG,Inc.
a wholly owned subsidiary of
Northrop Grumman Corporation
Immediately prior to the acceptance of shares pursuant to the Offer,
NNG,Inc. will become a holding company for Northrop Grumman Corporation and will
change its name to "Northrop Grumman Corporation." At such time, the present
Northrop Grumman Corporation will change its name to "Northrop Grumman
Operations Corporation."
The number of shares of NNG common stock exchanged for each Common Share
will be determined by dividing $80.25 by the average of the closing prices of
Northrop Grumman common stock for the five consecutive trading days ending two
trading days prior to the expiration of the Offer. The Offer is made 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 or Exchange"), and in
the related Letter of Transmittal for the Common Shares and the related Letter
of Transmittal for the Preferred Shares (each individually, a "Letter of
Transmittal," together, the "Letters of Transmittal," and which, together with
the Offer to Purchase or Exchange, as each may be amended or supplemented from
time to time, collectively constitute the "Offer"). As used herein, the term
"Common Shares" refers to the common stock of Litton and the term "Preferred
Shares" refers to the Series B $2 Cumulative Preferred Stock of Litton.
Only 13,000,000 shares of NNG common stock and 3,500,000 shares of NNG
Series B Preferred Stock are available for exchange in the Offer. If tendering
Litton stockholders elect to receive more than such amounts, such elections will
be subject to pro rata reduction based on the number of shares covered thereby,
as described in the Offer to Purchase or Exchange.
Tendering stockholders who have Common Shares and/or Preferred Shares
registered in their names and who tender directly will not be charged brokerage
fees or commissions or, subject to the instructions in the Letters of
Transmittal, transfer taxes on the exchange of Common Shares and/or Preferred
Shares pursuant to the Offer. Stockholders who hold their Common Shares and/or
Preferred Shares through a broker or bank should consult such institution as to
whether it charges any service fees. Northrop Grumman or NNG will pay all
charges and expenses of the Depositary, the Information Agent and the Dealer
Manager (each as defined below) incurred in connection with the Offer.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, MARCH 1, 2001, UNLESS THE OFFER IS EXTENDED.
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The Offer is being made pursuant to an Amended and Restated Agreement and
Plan of Merger, dated as of January 23, 2001 (the "Merger Agreement"), among
Northrop Grumman, NNG, LII Acquisition Corp. and Litton, pursuant to which,
after completion of the Offer, LII Acquisition Corp. will be merged with and
into Litton (the "Merger") and Litton will be the surviving corporation. On the
effective date of the Merger, each outstanding Common Share (other than Common
Shares held by NNG, Northrop Grumman and their respective subsidiaries or by
stockholders who have properly perfected appraisal rights under Delaware law)
will by virtue of the Merger, and without any action by the holder thereof, be
cancelled and converted into the right to receive $80.00 per Common Share in
cash, or any higher cash price paid pursuant to the Offer, without interest.
Each Preferred Share not accepted for payment in the Offer will remain
outstanding after the Merger, without change, as a share of the Series B $2
Cumulative Preferred Stock of Litton. The Merger Agreement is more fully
described in the Offer to Purchase or Exchange.
THE DIRECTORS OF LITTON PRESENT AT A DULY CALLED SPECIAL MEETING OF THE
BOARD OF DIRECTORS (I) UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE OFFER AND
THE MERGER, (II) UNANIMOUSLY DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR
TO, AND IN THE BEST INTEREST OF, THE HOLDERS OF COMMON SHARES, AND (III)
UNANIMOUSLY RECOMMEND THAT THE COMMON STOCKHOLDERS ACCEPT THE OFFER AND TENDER
THEIR COMMON SHARES PURSUANT TO THE OFFER. THE BOARD OF DIRECTORS OF LITTON IS
NOT MAKING ANY RECOMMENDATION TO HOLDERS OF PREFERRED SHARES AS TO WHETHER THEY
SHOULD ACCEPT THE OFFER AND TENDER THEIR PREFERRED SHARES PURSUANT TO THE OFFER.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A TOTAL OF AT
LEAST 25,646,399 COMMON SHARES AND PREFERRED SHARES, WHICH REPRESENTS A MAJORITY
OF THE TOTAL OUTSTANDING COMMON SHARES AND PREFERRED SHARES ON A FULLY-DILUTED
BASIS, (II) THE EXPIRATION OR TERMINATION OF ANY APPLICABLE WAITING PERIOD UNDER
THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED AND, TO THE
EXTENT REQUIRED, THE APPROVAL OF THE MERGER BY THE COMMISSION OF THE EUROPEAN
UNION UNDER REGULATION (EEC) NO. 4064/89 OF THE COUNCIL OF THE EUROPEAN UNION,
AND (III) THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, RELATING TO THE SECURITIES TO BE ISSUED IN THE OFFER, SHALL HAVE
BECOME EFFECTIVE. THE OFFER ALSO IS SUBJECT TO OTHER TERMS AND CONDITIONS.
For purposes of the Offer, NNG will be deemed to have accepted for payment
or exchange (and thereby purchased) Common Shares and Preferred Shares validly
tendered and not withdrawn as, if and when NNG gives oral or written notice to
EquiServe Trust Company, N.A. (the "Depositary") of its acceptance for payment
or exchange of such Common Shares and Preferred Shares pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, payment for or
exchange of Common Shares and Preferred Shares accepted for payment or exchange
pursuant to the Offer will be made by deposit of the purchase price therefor or
certificates representing shares of NNG common stock or NNG preferred stock
exchangeable therefor with the Depositary, which will act as agent for all
tendering stockholders for the purpose of receiving payments or certificates
representing shares of NNG common stock or NNG preferred stock from NNG and
transmitting such payments or delivering such certificates to tendering
stockholders whose Common Shares and/or Preferred Shares have been accepted for
payment or exchange. In all cases, payment for Common Shares and Preferred
Shares accepted for payment or exchange pursuant to the Offer (and delivery of
certificates representing shares of NNG common stock and NNG preferred stock
issued pursuant to the Offer) will be made only after timely receipt by the
Depositary of (i) certificates representing the Common Shares and/or Preferred
Shares or a Book-Entry Confirmation (as defined in the Offer to Purchase or
Exchange) with respect to such Common Shares and/or Preferred Shares, (ii) a
Letter of Transmittal to tender Common Shares and/or a Letter of Transmittal to
tender Preferred Shares (or a manually signed facsimile therof), properly
completed and duly executed, with any required signature guarantees or, in the
case of a book-entry transfer, an Agent's Message (as defined in the Offer to
Purchase or Exchange) in lieu of such Letter of Transmittal, and (iii) any other
documents required by the Letter of Transmittal.
UNDER NO CIRCUMSTANCES WILL ANY INTEREST BE PAID ON THE OFFER PRICE FOR
TENDERED COMMON SHARES AND TENDERED PREFERRED SHARES, REGARDLESS OF ANY
EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
For United States federal income tax purposes, it is expected that: Litton
stockholders who receive only cash for their Common Shares or Preferred Shares
pursuant to the Offer will recognize any gain or loss on the exchange; holders
of Common Shares who receive solely shares of NNG Common Stock or NNG Series B
Preferred Stock pursuant to the Offer will recognize neither gain nor loss; and
holders of Common Shares who receive a combination of cash and NNG stock
pursuant to the Offer will not recognize any loss and will recognize gain not in
excess of the total amount of cash received.
Subject to the applicable rules and regulations of the Securities and
Exchange Commission, applicable law and the terms of the Merger Agreement, NNG
expressly reserves the right, in its sole discretion, at any time, from time to
time, to extend the period of time during which the Offer is open by giving oral
or written notice of such extension to the Depositary. Any such extension will
be followed as promptly as possible by a public announcement thereof not later
than 9:00 a.m., New York City time, on the next business day after the day on
which the Offer is scheduled to expire. During any such extension, all Common
Shares and Preferred Shares previously tendered and not withdrawn will remain
subject to the Offer, subject to the right of a tendering stockholder to
withdraw its Common Shares and/or Preferred Shares.
Tenders of Common Shares and Preferred Shares made pursuant to the Offer
may be withdrawn at any time prior to the expiration of the Offer. Thereafter,
such tenders are irrevocable, except that they may be withdrawn at any time
after Tuesday, March 6, 2001, unless theretofore accepted for payment as
provided in the Offer to Purchase or Exchange.
For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal containing the information and satisfying the requirements
set forth in the Offer to Purchase or Exchange must be timely received by the
Depositary at one of its addresses set forth on the back cover of the Offer to
Purchase or Exchange.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended, is contained in the Offer to Purchase or Exchange and is
incorporated herein by reference.
Litton has provided NNG with Litton's stockholder list and security
position listings for the purpose of disseminating the Offer to stockholders.
The Offer to Purchase or Exchange, the related Letters of Transmittal and other
relevant materials will be mailed to record holders of Common Shares and
Preferred Shares and will be furnished to brokers, banks and similar persons
whose names, or the names of whose nominees, appear on the stockholder list or,
if applicable, who are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners of Common
Shares and Preferred Shares.
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THE OFFER TO PURCHASE OR EXCHANGE AND THE LETTERS OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER. SUCH DOCUMENTS MAY BE EXAMINED AT THE WEB SITE OF THE
SECURITIES AND EXCHANGE COMMISSION AT WWW.SEC.GOV.
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Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
set forth below. Stockholders may request additional copies of the Offer to
Purchase or Exchange, the related Letters of Transmittal and other tender offer
materials from the Information Agent, the Dealer Manager or their broker,
dealer, commercial bank or trust company. Such additional copies will be
furnished at NNG's expense. No fees or commissions will be paid to brokers,
dealers or other persons (other than the Information Agent and the Dealer
Manager) for soliciting tenders of Common Shares and/or Preferred Shares
pursuant to the Offer.
The Information Agent for the Offer is:
GEORGESON
SHAREHOLDER
COMMUNICATIONS INC.
17 State Street, 10th Floor
New York, New York 10004
Brokers and Bankers Call Collect: (212) 440-9800
All Others Please Call: (800) 223-2064
The Dealer Manager for the Offer is:
Salomon Smith Barney
388 Greenwich Street
New York, New York 10013
Call Toll-Free (877) 319-4978
February 1, 2001