Delaware |
3812 |
95-4840775 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Numbers) |
Title of Each Class of Securities to be
Registered(1) |
Amount to be Registered(2) |
Proposed Maximum Offering Price Per Unit |
Proposed Maximum Aggregate Offering Price(3) |
Amount of Registration Fee | ||||
Common Stock, par value $1.00 per share (together with the associated rights) |
59,759,615 |
N/A |
$6,579,556,144.76 |
$605,319.17 | ||||
(1) |
This Registration Statement relates to securities of Northrop Grumman Corporation (Northrop Grumman) exchangeable for all of the issued and outstanding shares of
(a) common stock, par value $0.625 per share (the TRW common stock) of TRW Inc., an Ohio corporation (TRW), (b) Cumulative Serial Preference Stock II, $4.40 Convertible Series 1, no par value per share (the Series
1 Shares), of TRW and (c) Cumulative Serial Preference Stock II, $4.50 Convertible Series 3, no par value per share (the Series 3 Shares and, together with the TRW common stock and the Series 1 Shares, capital
stock), of TRW in the offer to exchange by registrant for all of the issued and outstanding shares of TRW capital stock and in the proposed merger with TRW. |
(2) |
This amount is based upon the maximum number of shares of common stock of Northrop Grumman (together with the associated rights to purchase Series A junior participating
preferred stock) issuable upon completion of the offer to exchange and merger for shares of TRW capital stock. |
(3) |
Computed solely for purposes of calculating the registration fee. The registration fee has been computed pursuant to Rule 457(f)(1) under the Securities Act of 1933, as
amended, based on the average of the high and low prices for shares of TRW common stock as reported on the New York Stock Exchange on April 12, 2002 ($51.64) and the maximum number of such shares (127,412,009) that may be exchanged for the
securities being registered minus the maximum cash consideration payable for such shares. |
2.1 |
Agreement and Plan of Merger among Northrop Grumman Corporation, Purchaser Corp. I and Newport News Shipbuilding Inc. dated as of November 7, 2001 (incorporated by reference
to Annex C to Amendment No. 5 to Form S-4 Registration Statement No. 333-61506 filed November 13, 2001) | |
2.2 |
Amended and Restated Agreement and Plan of Merger dated as of January 23, 2001 among Northrop Grumman Systems Corporation, Litton Industries, Inc., Northrop Grumman
Corporation and LII Acquisition Corp. (incorporated by reference to Exhibit 2.2 to Form S-4 Registration Statement No. 333-54800 filed February 1, 2001) |
3.1 |
Amended and Restated Certificate of Incorporation of Northrop Grumman Corporation (incorporated by reference to Exhibit D to the Definitive Proxy Statement filed April 13,
2001) | |
3.2 |
Certificate of Amendment of Certificate of Incorporation of Northrop Grumman Corporation filed as exhibit 3.2 to Form 10-Q filed with the SEC on May 10, 2001 and
incorporated herein by this reference (incorporated by reference to Exhibit 3.2 to Form 10-Q filed with the SEC on May 10, 2001) | |
3.3 |
Restated Bylaws of Northrop Grumman Corporation (incorporated by reference to Exhibit 3.2 to Form S-4 Registration Statement No. 333-54800 filed February 1,
2001) | |
4.1 |
Registration Rights Agreement dated as of January 23, 2001 by and among Northrop Grumman Systems Corporation, Northrop Grumman Corporation and Unitrin, Inc. (incorporated by
reference to Exhibit (d)(6) to Amendment No. 4 to Schedule TO filed January 31, 2001) | |
4.2 |
Certificate of Designations, Preferences and Rights of Series B Preferred Stock of Northrop Grumman Corporation (incorporated by reference to Exhibit C to the Definitive
Proxy Statement filed April 13, 2001) | |
4.3 |
Rights Agreement dated as of January 31, 2001 between Northrop Grumman Corporation and EquiServe Trust Company, N.A. (incorporated by reference to Exhibit 4.3 to Amendment
No. 2 to Form S-4 Registration Statement No. 333-54800 filed March 27, 2001) | |
4.4 |
Indenture dated as of October 15, 1994 between Northrop Grumman Systems Corporation and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as trustee (incorporated by
reference to Exhibit 4.1 to Form 8-K filed October 25, 1994) | |
4.5 |
Form of Officers Certificate (without exhibits) establishing the terms of Northrop Grumman Systems Corporations 7% Notes due 2006, 7 3/4% Debentures due 2016 and 7 7/8% Debentures due 2026 (incorporated by reference to Exhibit 4-3 to Form S-4 Registration Statement filed April 19, 1996) | |
4.6 |
Form of Northrop Grumman Systems Corporations 7% Notes due 2006 (incorporated by reference to Exhibit 4-4 to Form S-4 Registration Statement filed April 19,
1996) | |
4.7 |
Form of Northrop Grumman Systems Corporations 7 3/4% Debentures due 2016 (incorporated by reference to Exhibit 4-5 to Form S-4 Registration Statement filed April 19, 1996) | |
4.8 |
Form of Northrop Grumman Systems Corporations 7 7/8% Debentures due 2026 (incorporated by reference to Exhibit 4-6 to Form S-4 Registration Statement filed April 19, 1996) | |
4.9 |
Purchase Contract Agreement dated as of November 21, 2001 between Northrop Grumman Corporation and JPMorgan Chase Bank, as Purchase Contract Agent (incorporated by reference
to Exhibit 4.3 to Form 8-K dated and filed November 21, 2001) | |
4.10 |
Pledge Agreement dated as of November 21, 2001 among Northrop Grumman Corporation, The Bank of New York, as Collateral Agent, Custodial Agent and Securities Intermediary,
and JPMorgan Chase Bank, as Purchase Contract Agent (incorporated by reference to Exhibit 4.4 to Form 8-K dated and filed November 21, 2001) | |
4.11 |
Form of Remarketing Agreement (incorporated by reference to Exhibit 4.5 to Form 8-K dated and filed November 21, 2001) | |
4.12 |
Form of Officers Certificate establishing the terms of Northrop Grumman Corporations 7 1/8% Notes due 2011 and 7 3/4% Debentures due 2031 (incorporated by reference
to Exhibit 10.9 to Form 8-K dated and filed April 17, 2001) | |
4.13 |
Indenture dated as of November 21, 2001 between Northrop Grumman Corporation and JPMorgan Chase Bank, as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K dated
and filed November 21, 2001) | |
4.14 |
Officers Certificate dated as of November 21, 2001 describing the terms of the Senior Notes that are a component of Northrop Grumman Corporations Equity Security
Units (incorporated by reference to Exhibit 4.2 to Form 8-K dated and filed November 21, 2001) |
4.15 |
Indenture dated as of April 13, 1998 between Litton Industries, Inc. and The Bank of New York, as trustee, under which Littons 6.05% Senior Notes due 2003 and 6.75%
Senior Debentures due 2018 were issued (incorporated by reference to Exhibit 4.1 to Litton Industries, Inc.s Form 10-Q for the quarter ended April 30, 1998 and filed June 15, 1998) | |
4.16 |
Supplemental Indenture with respect to Indenture dated April 13, 1998, dated as of April 3, 2001 among Litton Industries, Inc., Northrop Grumman Corporation, Northrop
Grumman Systems Corporation and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.5 to Form 10-Q for the quarter ended March 31, 2001 filed May 10, 2001) | |
4.17 |
Senior Indenture dated as of December 15, 1991 between Litton Industries, Inc. and The Bank of New York, as trustee, under which Littons 7.75% and 6.98% debentures due
2026 and 2036 were issued and specimens of such debentures (incorporated by reference to Exhibit 4.1 to Litton Industries Inc.s Form 10-Q for the quarter ended April 30, 1996 filed June 11, 1996) | |
4.18 |
Supplemental Indenture with respect to Indenture dated December 15, 1991, dated as of April 3, 2001, among Litton Industries, Inc., Northrop Grumman Corporation, Northrop
Grumman Systems Corporation and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.7 to Form 10-Q for the quarter ended March 31, 2001 filed May 10,
2001) | |
4.19 |
Form of Exchange Security for Littons $400,000,000 8% senior notes due 2009 (incorporated by reference to Exhibit 4.3 to Litton Industries Inc.s Form 10-Q for
the quarter ended April 30, 2000 filed August 19, 2000) | |
*5.1 |
Form of Opinion of John H. Mullan regarding the validity of the securities being registered | |
*8.1 |
Opinion of Gibson, Dunn & Crutcher LLP regarding certain tax matters | |
10.1 |
Northrop Grumman 2001 Long-Term Incentive Stock Plan (incorporated by reference to Exhibit B to the Definitive Proxy Statement on Schedule 14A filed April 13,
2001) | |
10.2 |
Amendment Agreement between Kent Kresa and Northrop Grumman Corporation dated August 3, 2001 (incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended
June 30, 2001 filed August 9, 2001) | |
10.3 |
Employment Agreement between Dr. Ronald D. Sugar and Northrop Grumman Corporation dated September 19, 2001 (incorporated by reference to Exhibit 10.3 to Form 10-Q for the
quarter ended September 30, 2001 filed November 5, 2001) | |
10.4 |
Form of Notice of Grant of Restricted Performance Stock Rights and Rights Agreement under the Northrop Grumman Corporation 2001 Long-Term Incentive Stock Plan (incorporated
by reference to Exhibit 10.4 to Form 10-Q for the quarter ended September 30, 2001 filed November 5, 2001) | |
*10.5 |
Form of Notice of Grant of Stock Options and Option Agreement under the Northrop Grumman Corporation 2001 Long-Term Incentive Stock | |
10.6 |
Notice of Grant of Restricted Performance Stock Rights and Rights Agreement of Kent Kresa, dated August 15, 2001 under the Northrop Grumman Corporation 2001 Long-Term
Incentive Stock Plan (incorporated by reference to Exhibit 10.6 to Form 10-Q for the quarter ended September 30, 2001 filed November 5, 2001) | |
10.7 |
Notice of Grant of Stock Options and Option Agreement of Kent Kresa, dated August 15, 2001 under the Northrop Grumman Corporation 2001 Long-Term Incentive Stock Plan
(incorporated by reference to Exhibit 10.7 to Form 10-Q for the quarter ended September 30, 2001 filed November 5, 2001) | |
10.8 |
Form of $2,500,000,000 Five-Year Revolving Credit Agreement dated as of March 30, 2001 among Northrop Grumman Corporation, Northrop Grumman Systems Corporation and Litton
Industries, Inc., the Lenders party thereto, The Chase Manhattan Bank and Credit Suisse First Boston, as Co-Administrative Agents, Salomon Smith Barney Inc., as Syndication Agent, and The Bank of Nova Scotia and Deutsche Banc Alex. Brown, Inc. as
Co-Documentation Agents (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to Form S-4 Registration Statement No. 333-54800 filed March 27, 2001) |
10.9 |
Retention Bonus Agreement between Northrop Grumman Corporation and Thomas C. Schievelbein dated November 7, 2001 (incorporated by reference to Exhibit 10.32 to Amendment No.
5 to Form S-4 Registration Statement No. 333-61506 filed November 13, 2001) | |
10.10 |
Form of Guarantee dated as of April 3, 2001 by Northrop Grumman Corporation of Litton Industries, Inc. indenture indebtedness (incorporated by reference to Exhibit 10.10 to
Form 8-K filed dated and April 17, 2001) | |
10.11 |
Form of Guarantee dated as of April 3, 2001 by Northrop Grumman Corporation of Northrop Grumman Systems Corporation indenture indebtedness (incorporated by reference to
Exhibit 10.11 to Form 8-K dated and filed April 17, 2001) | |
10.12 |
Form of Guarantee dated as of April 3, 2001 by Northrop Grumman Systems Corporation of Litton Industries, Inc. indenture indebtedness (incorporated by reference to Exhibit
10.12 to Form 8-K dated and filed April 17, 2001) | |
10.13 |
Form of Guarantee dated as of April 3, 2001 by Litton Industries, Inc. of Northrop Grumman Systems Corporation indenture indebtedness (incorporated by reference to Exhibit
10.13 to Form 8-K dated and filed April 17, 2001) | |
10.14 |
1973 Incentive Compensation Plan as amended December 16, 1998 (incorporated by reference to Exhibit 10(c) to Form 10-K filed March 23, 1999) | |
10.15 |
1973 Performance Achievement Plan (incorporated by reference to Form 8-B filed June 21, 1985) | |
10.16 |
Northrop Grumman Corporation Supplemental Plan 2 (incorporated by reference to Exhibit 10(e) to Form 10-K filed February 22, 1996) and amended as of June 19, 1996
(incorporated by reference to Exhibit 10(e) to Form 10-K filed February 27, 1997) | |
10.17 |
Northrop Grumman Corporation ERISA Supplemental Plan I (incorporated by reference to Exhibit 10(d) to Form 10-K filed February 28, 1994) | |
10.18 |
Retirement Plan for Independent Outside Directors as amended April 24, 1998 (incorporated by reference to Exhibit 10(g) to Form 10-K filed March 23, 1999) |
|
10.19 |
1987 Long-Term Incentive Plan, as amended (incorporated by reference to Form SE filed March 30, 1989) | |
10.20 |
Executive Life Insurance Policy (incorporated by reference to Exhibit 10(i) to Form 10-K filed February 22, 1996) | |
10.21 |
Executive Accidental Death, Dismemberment and Plegia Insurance Policy (incorporated by reference to Exhibit 10(j) to Form 10-K filed February 22, 1996) |
|
10.22 |
Executive Long-Term Disability Insurance Policy (incorporated by reference to Exhibit 10(k) to Form 10-K filed February 22, 1996) | |
10.23 |
Key Executive Medical Plan Benefit Matrix (incorporated by reference to Exhibit 10(l) to Form 10-K filed February 22, 1996) | |
10.24 |
Executive Dental Insurance Policy Group Numbers 5134 and 5135 (incorporated by reference to Exhibit 10(m) to Form 10-K filed February 22, 1996) | |
10.25 |
Group Excess Liability Policy (incorporated by reference to Exhibit 10(n) to Form 10-K filed February 22, 1996) | |
10.26 |
Northrop Grumman 1993 Long-Term Incentive Stock Plan, as amended and restated (incorporated by reference to Exhibit 4.1 to Form S-8 Registration Statement filed November 25,
1998) | |
10.27 |
Northrop Corporation 1993 Stock Plan for Non-Employee Directors (incorporated by reference to Exhibit B to the Northrop Corporation 1993 Proxy Statement filed March 30,
1993), amended as of September 21, 1994 (incorporated by reference to Exhibit 10(q) to Form 10-K filed March 21, 1995) | |
10.28 |
Northrop Grumman Corporation 1995 Stock Option Plan for Non-Employee Directors (incorporated by reference to Exhibit A to the Definitive Proxy Statement on Schedule 14A
filed March 30, 1995) | |
10.29 |
Northrop Grumman Corporation March 2000 Change-in-Control Severance Plan (incorporated by reference to Exhibit 10(b) to Form 10-Q filed November 4, 1999) |
10.30 |
Form of Northrop Grumman Corporation March 2000 Special Agreement (effective March 1, 2000) (incorporated by reference to Exhibit 10(a) to Form 10-Q filed November 4,
1999) | |
10.9 |
Retention Bonus Agreement between Northrop Grumman Corporation and Thomas C. Schievelbein dated November 7, 2001 (incorporated by reference to Exhibit 10.32 to Amendment No.
5 to Form S-4 Registration Statement No. 333-61506 filed November 13, 2001) | |
*10.31 |
Northrop Grumman Executive Deferred Compensation Plan (effective December 29, 1994, as amended and restated effective November 2, 2000 and amended March 1,
2001) | |
10.32 |
Northrop Grumman Corporation Non-Employee Directors Equity Participation Plan, as amended March 15, 2000 (incorporated by reference to Exhibit 10(a) to Form 10-Q filed May
9, 2000) | |
10.33 |
CPC Supplemental Executive Retirement Program (incorporated by reference to Exhibit 10(u) to Form 10-K filed March 30, 1998) | |
10.34 |
Northrop Grumman Estate Enhancement Program, effective November 1, 2000 (incorporated by reference to Exhibit 10(v) to Form 10-K/A filed March 8, 2001) |
|
10.35 |
Special Officer Retiree Medical Plan as amended December 19, 2000 (incorporated by reference to Exhibit 10(w) to Form 10-K/A filed March 8, 2001) | |
*10.36 |
Northrop Grumman Deferred Compensation Plan (effective December 1, 2000) and amended March 1, 2001, March 30, 2001 and September 14, 2001 | |
*10.37 |
Consultant Agreement dated January 7, 2002 between Northrop Grumman Corporation and Ralph D. Crosby, Jr. | |
*10.38 |
Agreement dated December 22, 2001 between Northrop Grumman Corporation and Ralph D. Crosby, Jr. | |
*10.39 |
Form of Indemnification Agreement between Northrop Grumman Corporation and its directors and executive officers | |
**12.1 |
Ratios of Earnings to Fixed Charges | |
*21.1 |
Subsidiaries | |
U23.1 |
Consent of Deloitte & Touche LLP | |
*23.2 |
Consent of John H. Mullan (included in Exhibit 5.1) | |
*23.3 |
Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 8.1) | |
*24.1 |
Power of Attorney | |
*99.1 |
Form of Letter of Transmittal for Common Shares | |
*99.2 |
Form of Letter of Transmittal for Serial Preference Shares | |
*99.3 |
Form of Notice of Guaranteed Delivery for Common Shares | |
*99.4 |
Form of Notice of Guaranteed Delivery for Serial Preference Shares | |
*99.5 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, Common Shares and Serial Preference Shares | |
*99.6 |
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, Common Shares | |
*99.7 |
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, Serial Preference Shares | |
*99.8 |
Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 | |
*99.9 |
Form 041 Filing of Information Pertaining to a Control Bid | |
*99.10 |
Acquiring Person Statement, dated March 4, 2002 | |
99.11 |
Press Release, dated February 22, 2002 (incorporated by reference to Rule 425 filing filed February 27, 2002) | |
99.12 |
Slide Presentation, dated February 27, 2002 (incorporated by reference to Rule 425 filing filed February 27, 2002) | |
*99.13 |
Press Release, dated March 3, 2002 |
*99.14 |
Summary Advertisement as published in the Wall Street Journal on March 4, 2002 | |
99.15 |
Complaint, dated March 4, 2002 (incorporated by reference to Rule 425 filing filed March 5, 2002) | |
99.16 |
Slide Presentation, dated March 6, 2002 (incorporated by reference to Rule 425 filing filed March 6, 2002) |
|
99.17 |
Press Release, dated March 11, 2002 (incorporated by reference to Rule 425 filing filed March 11, 2002) | |
99.18 |
Webcast, dated March 6, 2002 (incorporated by reference to Rule 425 filing filed March 13, 2002) | |
99.19 |
Press Release, dated March 13, 2002 (incorporated by reference to Rule 425 filing filed March 14, 2002) | |
99.20 |
Slide Presentation (incorporated by reference to Rule 425 filing filed March 18, 2002) | |
99.21 |
Form 425 filed March 21, 2002 (incorporated by reference to Rule 425 filing filed March 21, 2002) | |
99.22 |
Form 425 filed March 21, 2002 (incorporated by reference to Rule 425 filing filed March 21, 2002) | |
99.23 |
Form 425 filed March 21, 2002 (incorporated by reference to Rule 425 filing filed March 21, 2002) | |
***99.24 |
Letter from John H. Mullan to William B. Lawrence, dated March 26, 2002. | |
99.25 |
Press Release, dated March 26, 2002 (incorporated by reference to Rule 425 filing filed March 26, 2002). | |
99.26 |
Form 425 filed March 28, 2002 (incorporated by reference to Rule 425 filing filed March 28, 2002) | |
99.27 |
Press Release, dated March 29, 2002 (incorporated by reference to Rule 425 filing filed March 29, 2002). | |
U99.28
|
Supplement to Offer to Exchange, dated April 15, 2002. |
* |
Previously filed as an exhibit to Northrop Grummans Registration Statement on Form S-4 (file no. 333-83672) dated March 4, 2002.
|
** |
Previously filed as an exhibit to Amendment No. 1 to Northrop Grummans Registration Statement on Form S-4 (file no. 333-83672) dated
March 28, 2002. |
*** |
Previously filed as an exhibit to Amendment No. 2 to Northrop Grummans Registration Statement on Form S-4 (file no. 333-83672) dated April 4, 2002.
|
U |
Filed with this offer to exchange. |
/s/ John H. Mullan |
By:
|
John H. Mullan |
Corporate Vice President and Secretary |
Signature |
Title |
Date | ||
* Kent Kresa
|
Chairman of the Board, President and Chief Executive Officer and Director (Principal Executive Officer) |
April 15, 2002 | ||
* Ronald D.
Sugar |
President and Chief Operating Officer and Director |
April 15, 2002 | ||
* Richard B. Waugh,
Jr. |
Corporate Vice President and Chief Financial Officer (Principal Financial Officer) |
April 15, 2002 | ||
* Sandra J.
Wright |
Corporate Vice President and Controller (Principal Accounting Officer) |
April 15, 2002 | ||
* John T. Chain,
Jr. |
Director |
April 15, 2002 |
Signature |
Title |
Date | ||
* Lewis W.
Coleman |
Director |
April 15, 2002 | ||
* Vic Fazio
|
Director |
April 15, 2002 | ||
* Phillip
Frost |
Director |
April 15, 2002 | ||
* Charles R.
Larson |
Director |
April 15, 2002 | ||
* Jay H.
Nussbaum |
Director |
April 15, 2002 | ||
* Aulana L.
Peters |
Director |
April 15, 2002 | ||
* John Brooks
Slaughter |
Director |
April 15, 2002 |
*By: |
/s/ John H.
Mullan | |
Name: John H. Mullan | ||
Title: Attorney-in-fact | ||
Date: April 15, 2002 |