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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Northrop Grumman Corporation (formerly NNG, Inc.)
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(Name of Issuer)
Common Stock
------------------------------------------------
(Title of Class of Securities)
666807 10 2
------------------------------------------------
(CUSIP Number)
Scott Renwick
Unitrin, Inc.
One East Wacker Drive
Chicago, IL 60601
(312) 661-4520
-----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 3, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. Seess.240.13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 10 Pages
CUSIP No. 666807 10 2 Page 2 of 10 Pages
- -------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Unitrin, Inc.
95-4255452
- -------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ X ]
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
OO
- -------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 0
Beneficially ------------------------------------------------------
Owned by 8. Shared Voting Power
Each 7,665,281
Reporting ------------------------------------------------------
Person 9. Sole Dispositive Power
With 0
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10. Shared Dispositive Power
7,665,281
- -------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,665,281
- -------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- -------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
9.0%
- -------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
HC, CO
CUSIP No. 666807 10 2 Page 3 of 10 Pages
- ------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Trinity Universal Insurance Company
75-0620550
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ X ]
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
OO
- -------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Texas
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Number of 7. Sole Voting Power
Shares 0
Beneficially ------------------------------------------------------
Owned by 8. Shared Voting Power
Each 4,329,189
Reporting ------------------------------------------------------
Person 9. Sole Dispositive Power
With 0
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10. Shared Dispositive Power
4,329,189
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,329,189
- -------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- -------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
5.1%
- -------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IC, CO
CUSIP No. 666807 10 2 Page 4 of 10 Pages
- -------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
United Insurance Company of America
36-1896670
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ X ]
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
OO
- -------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Illinois
- -------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 0
Beneficially ------------------------------------------------------
Owned by 8. Shared Voting Power
Each 3,336,092
Reporting ------------------------------------------------------
Person 9. Sole Dispositive Power
With
------------------------------------------------------
10. Shared Dispositive Power
3,336,092
- -------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,336,092
- -------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- -------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
3.9%
- -------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IC, CO
Page 5 of 10 Pages
Item 1. Security and Issuer
The class of equity securities to which this Schedule 13D relates is
the common stock, par value $1.00 per share (the "Common Stock"), of
Northrop Grumman Corporation (formerly NNG, Inc.), a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are located
at 1804 Century Park East, Los Angeles, California 90067.
Item 2. Identity and Background.
Trinity Universal Insurance Company ("Trinity") and United Insurance
Company of America ("United") are wholly-owned subsidiaries of Unitrin,
Inc. ("Unitrin"). For information concerning the directors and executive
officers of Unitrin, Trinity and United, see Schedules UNIT, T and U,
respectively, to this Schedule 13D. All persons listed on such Schedules
are U.S. citizens.
No filing person has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) during the past five
years; nor, to the best knowledge and belief of the filing persons, has
anyone listed in the attached Schedules been convicted in such proceedings.
To the best knowledge and belief of the filing persons, during the
past five years no filing person nor anyone listed on the attached
Schedules was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Common Stock held by the filing persons was acquired as part of an
exchange offer whereby the Issuer offered shareholders of Litton
Industries, Inc. ("Litton") the opportunity to exchange their shares of
common stock of Litton and preferred stock of Litton for a combination of
the Issuer's Common Stock, Series B Convertible Preferred Stock and cash.
The Issuer announced the completion of the exchange offer on April 3, 2001.
In the exchange offer, Unitrin and certain of its subsidiaries tendered an
aggregate of 12,657,764 shares of common stock of Litton. In addition to
the shares of Common Stock reported on the cover pages to this Schedule
13D, Unitrin and its subsidiaries expect to receive an aggregate of
approximately 1.8 million shares of Series B Convertible Preferred Stock of
Northrop and approximately $174 million in cash.
Item 4. Purpose of Transaction.
Except as otherwise noted, the filing persons do not have, as of the
date of this filing, any plans or proposals that relate to or would result
in any of the actions set forth in sub-items (a) through (j) of Item 4 of
Schedule 13D, except that the filing persons may, from time to time or at
any time, subject to market conditions and other factors, purchase
additional shares of Common Stock in the open market, in privately
negotiated transactions or otherwise, or sell at any time all or a portion
of the shares of Common Stock now owned or hereafter acquired by them to
one or more purchasers in the open market, in privately negotiated
transactions or otherwise. In addition, the filing persons may formulate
other purposes, plans or proposals relating to the actions set forth in
sub-items (a) through (j) of Item 4 of Schedule 13D to the extent deemed
advisable in light of market conditions, investment policies and other
factors.
Item 5. Interest in Securities of the Issuer.
For information regarding the aggregate number and percentage of the
Common Stock held by the filing persons, as well as the number of shares as
to which there is sole power to vote or direct the vote, shared power to
vote or direct the vote, sole or shared power to dispose or to direct the
disposition, please see the information presented on the cover pages this
Schedule 13D, pages 2-4.
Page 6 of 10 Pages
To the best knowledge and belief of the filing persons, during the
past sixty (60) days no filing person nor any person listed in the attached
Schedules has entered into any transactions involving the Issuer's Common
Stock except, with respect to the filing persons, for the transactions
described in Item 3. To the best knowledge and belief of the filing
persons, no one listed on the attached Schedules beneficially owns shares
of the Issuer's Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
With respect to Securities of the Issuer.
The Issuer and Unitrin have entered into a Registration Rights
Agreement dated as of January 23, 2001 giving Unitrin certain "demand" and
"piggyback" registration rights with respect to the Common Stock and the
Northrop Series B Convertible Preferred Stock.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
- --------- --------------
1 Joint Filing Agreement, dated as of April 13, 2001, by
and among Unitrin, Inc., Trinity Universal Insurance
Company and United Insurance Company of America.
2.1 Registration Rights Agreement, dated as of January 23,
2001, by and among Unitrin, Inc., Northrop Grumman
Operating Corporation (formerly known as Northrop Grumman
Corporation), and Northrop Grumman Corporation (formerly
known as NNG Inc.).
SIGNATURE
After reasonable 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.
Date: April 13, 2001, UNITRIN, INC.
By: /s/ Eric J. Draut
--------------------------------------
Name: Eric J. Draut
Title: Senior Vice President, Chief
Financial Officer and Treasurer
Date: April 13, 2001, TRINITY UNIVERSAL INSURANCE COMPANY
By: /s/ Trinity Universal Insurance Company
---------------------------------------
Name: Scott Renwick
Title: Assistant Vice President
Date: April 13, 2001, UNITED INSURANCE COMPANY OF AMERICA
By: /s/ United Insurance Company of America
----------------------------------------
Name: Samuel L. Fitzpatrick
Title: Vice President
SCHEDULE UNIT
UNITRIN, INC.
- -----------------------------------------------------------------------------------------------------------------
NAME (ALL U.S. CITIZENS BUSINESS POSITION WITH UNITRIN (PRINCIPAL OCCUPATION,
UNLESS OTHERWISE NOTED) ADDRESS IF DIFFERENT, PRESENTED IN FOOTNOTES)
- --------------------------------- ------------------- -----------------------------------------------------------
James E. Annable (2) Director
- --------------------------------- ------------------- -----------------------------------------------------------
David F. Bengston (8) (1) Vice President
- --------------------------------- ------------------- -----------------------------------------------------------
Eric J. Draut (8) (1) Senior Vice President, Treasurer & Chief Financial Officer
- --------------------------------- ------------------- -----------------------------------------------------------
Douglas G. Geoga (3) Director
- --------------------------------- ------------------- -----------------------------------------------------------
Reuben L. Hedlund (4) Director
- --------------------------------- ------------------- -----------------------------------------------------------
Jerrold V. Jerome (5) Director
- --------------------------------- ------------------- -----------------------------------------------------------
William E. Johnston, Jr. (6) Director
- --------------------------------- ------------------- -----------------------------------------------------------
Edward J. Konar (1) Vice President
- --------------------------------- ------------------- -----------------------------------------------------------
Scott Renwick (1) Secretary & General Counsel
- --------------------------------- ------------------- -----------------------------------------------------------
Richard Roeske(8) (1) Vice President and Chief Accounting Officer
- --------------------------------- ------------------- -----------------------------------------------------------
Fayez S. Sarofim (7) Director
- --------------------------------- ------------------- -----------------------------------------------------------
Donald G. Southwell (8) (1) Senior Vice President
- --------------------------------- ------------------- -----------------------------------------------------------
Richard C. Vie (8) (1) Chairman of the Board, President & Chief Executive Officer
- --------------------------------- ------------------- -----------------------------------------------------------
(1) One East Wacker Drive, Chicago, Illinois 60601.
(2) Mr. Annable is a Senior Vice President and Director of Economics of
Bank One Corporation. One First National Plaza, Suite 0476, Chicago,
Illinois 60670.
(3) Mr. Geoga is President of Hospitality Investment Fund, L.L.C. 200 West
Madison, 38th Floor, Chicago, Illinois 60606.
(4) Mr. Hedlund is a partner in the law firm of Hedlund, Hanley &
Trafelet. Sears Tower, Suite 5700, Chicago, Illinois 60606.
(5) Mr. Jerome is a retired executive. 41 Country Meadows Road, Rolling
Hills Estates, California 90274.
(6) Mr. Johnston is President de Conseil de Surveillance and a director
of Salins Europe. 155 N. Harbor Drive, Chicago, Illinois 60601.
(7) Mr. Sarofim is the Chairman of the Board and President of Fayez
Sarofim & Co., a registered investment advisor. Two Houston Center,
Suite 2907, Houston, Texas 77010 (8) See also Schedule(s) T and/or U,
filed herewith.
SCHEDULE U
UNITED INSURANCE COMPANY OF AMERICA
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NAME (ALL U.S. CITIZENS BUSINESS POSITION WITH UNITED (PRINCIPAL OCCUPATION,
UNLESS OTHERWISE NOTED) ADDRESS IF DIFFERENT, PRESENTED IN FOOTNOTES)
- --------------------------------- ------------------- ----------------------------------------------
Eric J. Draut (2) (1) (A) Director
- --------------------------------- ------------------- ----------------------------------------------
Patricia G. Grider (1) Senior Vice President & Secretary
- --------------------------------- ------------------- ----------------------------------------------
Richard J. Miller (1) Vice President
- --------------------------------- ------------------- ----------------------------------------------
Thomas D. Myers (1) Treasurer
- --------------------------------- ------------------- ----------------------------------------------
Don M. Royster, Sr. (1) Director & President
- --------------------------------- ------------------- ----------------------------------------------
David L. Smith (1) Vice President
- --------------------------------- ------------------- ----------------------------------------------
Donald G. Southwell (2) (1) (A) Director & Chairman of the Board
- --------------------------------- ------------------- ----------------------------------------------
Richard C. Vie (2) (1) (A) Director
- --------------------------------- ------------------- ----------------------------------------------
Charles L. Wood (1) Vice President
- --------------------------------- ------------------- ----------------------------------------------
(1) One East Wacker Drive, Chicago, Illinois 60601.
(2) See also Schedule(s) T and/or UNIT, filed herewith.
(A) Member, Investment Committee of the Board of Directors.
SCHEDULE T
TRINITY UNIVERSAL INSURANCE COMPANY
NAME (ALL U.S. CITIZENS BUSINESS POSITION WITH TRINITY (PRINCIPAL OCCUPATION,
UNLESS OTHERWISE NOTED) ADDRESS IF DIFFERENT, PRESENTED IN FOOTNOTES)
- -------------------------------- ------------------- ----------------------------------------------
David F. Bengston (3) (1) Director
- -------------------------------- ------------------- ----------------------------------------------
Roger M. Buss (2) Vice President
- -------------------------------- ------------------- ----------------------------------------------
Donald C. Crutchfield (2) Vice President
- -------------------------------- ------------------- ----------------------------------------------
Eric J. Draut (3) (1) (A) Director
- -------------------------------- ------------------- ----------------------------------------------
Judith E. Fagan (2) Senior Vice President, Secretary & Director
- -------------------------------- ------------------- ----------------------------------------------
William P. Fisanick (2) Chief Actuary
- -------------------------------- ------------------- ----------------------------------------------
Samuel L. Fitzpatrick (1) Director
- -------------------------------- ------------------- ----------------------------------------------
Dennis O. Halsey (2) Senior Vice President
- -------------------------------- ------------------- ----------------------------------------------
Ronald I. Henry (2) Vice President
- -------------------------------- ------------------- ----------------------------------------------
Dorothy A. Langley (2) Vice President & Corporate Counsel
- -------------------------------- ------------------- ----------------------------------------------
Clark H. Roberts (2) Treasurer
- -------------------------------- ------------------- ----------------------------------------------
Richard Roeske(3) (1) Director
- -------------------------------- ------------------- ----------------------------------------------
Donald G. Southwell (3) (1) President, Director & Chairman of the Board
- -------------------------------- ------------------- ----------------------------------------------
Richard C. Vie (3) (1) (A) Director
- -------------------------------- ------------------- ----------------------------------------------
(1) One East Wacker Drive, Chicago, Illinois 60601.
(2) Trinity Universal Insurance Company, 10000 North Central Expressway,
Dallas, Texas 75231
(3) See also, Schedules(s) U and/or UNIT, filed herewith.
(A) Member, Investment Committee of the Board of Directors.
EXHIBIT 1
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the
undersigned that the Schedule 13D filed on or about this date and any
amendments thereto with respect to the beneficial ownership by the
undersigned of shares of common stock, $1.00 par value per share, of
Northrop Grumman Corporation is being filed on behalf of each of the
undersigned in accordance with Rule 13d-1(k)(1). This agreement may be
executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
Date: April 13, 2001 UNITRIN, INC.
By: /s/ Eric J. Draut
------------------------------------
Name: Eric J. Draut
Title: Senior Vice President, Chief
Financial Officer and Treasurer
Date: April 13, 2001, TRINITY UNIVERSAL INSURANCE COMPANY
By: /s/ Trinity Universal Insurance Company
----------------------------------------
Name: Scott Renwick
Title: Assistant Vice President
Date: April 13, 2001, UNITED INSURANCE COMPANY OF AMERICA
By: /s/ United Insurance Company of America
----------------------------------------
Name: Samuel L. Fitzpatrick
Title: Vice President
Exhibit 2.1
EXECUTION COPY
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement, dated as of January 23, 2001, by and
among Northrop Grumman Corporation, a Delaware corporation ("Parent"), NNG,
Inc., a Delaware corporation ("Holdco"), and Unitrin, Inc., a Delaware
corporation ("Unitrin"). Terms which are capitalized herein, and which are
defined in the Amended Merger Agreement, shall have the meanings therein
set forth.
WITNESSETH:
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, Parent, Holdco, LII Acquisition Corporation, a Delaware
corporation ("Acquisition I") and Litton Industries, Inc., a Delaware
corporation (the "Company") are entering into an Amended and Restated
Agreement and Plan of Merger, dated as of the date hereof (the "Amended
Merger Agreement"), which provides for (a) the Offer by Holdco in which
each Share together with the associated Right accepted by Holdco in
accordance with the terms of the Offer will be exchanged for the right to
receive from Holdco, at the election of the holder of such Share: (x) the
Cash Consideration, (y) the Common Stock Consideration, or (z) the
Preferred Stock Consideration, subject to proration as provided in the
Offer;
WHEREAS, immediately prior to the purchase of Shares in the Offer a
newly organized subsidiary of Holdco will be merged with and into Parent in
the Northrop Merger and will change its name to Northrop Grumman
Corporation and following the purchase of Shares in the Offer, Acquisition
I will be merged with and into the Company in the Litton Merger with the
result that Parent and the Company as the surviving corporations in the
Mergers will become wholly owned subsidiaries of Holdco;
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, Parent, Holdco, Acquisition I and Unitrin are entering into a
Stockholder's Agreement pursuant to which Unitrin agrees to elect to
receive Holdco Common Stock and Holdco Preferred Stock in the Offer;
WHEREAS, in order to induce Unitrin to enter into the Stockholder's
Agreement and to agree to receive Holdco Common Stock and Holdco Preferred
Stock in the Offer, Parent and Holdco have agreed to provide the
registration rights set forth in this Agreement with respect to such
securities.
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, it is agreed as follows:
1. DEFINITIONS. Unless otherwise defined herein, terms defined in the
Amended Merger Agreement are used herein as therein defined, and the
following shall have (unless otherwise provided elsewhere in this
Agreement) the following respective meanings (such meanings being equally
applicable to both the singular and plural form of the terms defined):
"Agreement" shall mean this Registration Rights Agreement, including
all amendments, modifications and supplements and any exhibits or schedules
to any of the foregoing, and shall refer to the Agreement as the same may
be in effect at the time such reference becomes operative.
"Approved Transferee" shall mean any transferee of at least 25% of
the outstanding Holdco Preferred Stock or 25% of the Registrable
Securities.
"Business Day" shall mean any day that is not a Saturday, a Sunday or
a day on which banks are required or permitted to be closed in the State of
New York.
"Commission" shall mean the Securities and Exchange Commission or any
other federal agency then administering the Securities Act and other
federal securities laws.
"Conversion Shares" shall mean shares of Holdco Common Stock issued
upon conversion, redemption or exchange of shares of Holdco Preferred Stock
in accordance with the terms of the Holdco Preferred Stock.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect from time to
time.
"Holder" shall mean Unitrin and its subsidiaries that hold shares of
Holdco Common Stock or Holdco Preferred Stock received in the Offer or
Conversion Shares and any affiliate or Approved Transferee of Unitrin to
which such securities have been assigned or transferred.
"Majority Holders" shall mean the remaining Holders holding at the
time, shares of Holdco Common Stock or Holdco Preferred Stock or Conversion
Shares representing more than 50% of the sum of (x) the shares of Holdco
Common Stock issued to Unitrin and its subsidiaries in the Offer and held
by Holders at the time of determination, (y) all then outstanding
Conversion Shares and held by Holders at the time of determination and (z)
all shares of Common Stock issuable to the holders of then-outstanding
Holdco Preferred Stock upon the conversion thereof.
"NASD" shall mean the National Association of Securities Dealers, Inc.,
or any successor corporation thereto.
"Registrable Securities" shall mean the shares of Holdco Common Stock
and Holdco Preferred Stock received by Unitrin and its subsidiaries in the
Offer and the Conversion Shares. As to any particular Registrable
Securities held by any Holder, such securities shall cease to constitute
Registrable Securities when (A) a registration statement with respect to
the sale of such securities shall have been declared effective under the
Securities Act and such securities shall have been disposed of in
accordance with the plan of distribution contemplated by the registration
statement or (B) such securities shall have ceased to be issued and
outstanding.
"Securities Act" shall mean the Securities Act of 1933, as amended,
or any successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to
time.
2. REQUIRED REGISTRATION. After receipt of a written request from the
Holders of Registrable Securities requesting that Holdco effect a
registration under the Securities Act of Registrable Securities having a
minimum anticipated aggregate offering price of $100,000,000, and
specifying the intended method or methods of disposition thereof, Holdco
shall promptly notify all Holders in writing of the receipt of such request
and each such Holder, in lieu of exercising its rights under Section 3 may
elect (by written notice sent to Holdco within 10 Business Days from the
date of such Holder's receipt of the aforementioned Holdco's notice) to
have Registrable Securities included in such registration pursuant to this
Section 2. Thereupon, Holdco shall, as expeditiously as is possible, use
its commercially reasonable efforts to effect the registration under the
Securities Act of all shares of Registrable Securities which Holdco has
been so requested to register by such Holders for sale, all to the extent
required to permit the disposition (in accordance with the intended method
or methods thereof, as aforesaid) of the Registrable Securities so
registered; provided, however, that Holdco shall not be required to effect
more than three (3) registrations of any Registrable Securities pursuant to
this Section 2, it being understood that each such registration right shall
be deemed used only upon such registration becoming and remaining effective
in accordance with the terms hereof.
3. INCIDENTAL REGISTRATION. If Holdco at any time proposes to file on
its behalf and/or on behalf of any of its security holders (the "demanding
security holders") a registration statement under the Securities Act on any
form (other than a registration statement on Form S-4 or S-8 or any
successor form for securities to be offered in a transaction of the type
referred to in Rule 145 under the Securities Act or to employees of Holdco
or any of its subsidiaries pursuant to any employee benefit plan,
respectively) for the general registration of securities, it will give
written notice to all Holders at least 15 Business Days before the initial
filing with the Commission of such registration statement, which notice
shall set forth the intended method of disposition of the securities
proposed to be registered by Holdco. The notice shall offer to include in
such filing the aggregate number of shares of Registrable Securities as
such Holders may request.
Each Holder desiring to have Registrable Securities registered under
this Section 3 shall advise Holdco in writing within 10 Business Days after
the date of receipt of such offer from Holdco, setting forth the amount of
such Registrable Securities for which registration is requested. Holdco
shall thereupon include in such filing the number of shares of Registrable
Securities for which registration is so requested, subject to the next
sentence, provided that Holdco may in its sole discretion determine to
abandon any such registration. If the managing underwriter of a proposed
underwritten public offering shall advise Holdco in writing that, in its
opinion, the distribution of the Registrable Securities requested to be
included in the registration concurrently with the securities being
registered by Holdco or such demanding security holder would adversely
affect the distribution of such securities by Holdco or such demanding
security holder, then all selling security holders (including the demanding
security holder who initially requested such registration) shall reduce the
amount of securities each intended to distribute through such offering on a
pro rata basis to the extent required, in the opinion of such managing
underwriter, to eliminate such adverse effect. Except as otherwise provided
in Section 5, all expenses of such registration shall be borne by Holdco.
4. REGISTRATION PROCEDURES. If Holdco is required by the
provisions of Section 2 or 3 to effect the registration of any of its
securities under the Securities Act, Holdco will, as expeditiously as
possible:
(a) prepare and file with the Commission a registration
statement with respect to such securities and use its commercially
reasonable efforts to cause such registration statement to become and
remain effective for a period of time required for the disposition of such
securities by the holders thereof, but not to exceed 120 days;
(b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the Securities Act
with respect to the sale or other disposition of all securities covered by
such registration statement until the earlier of such time as all of such
securities have been disposed of in a public offering or the expiration of
120 days;
(c) furnish to such selling security holders such number of
copies of a summary prospectus or other prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and
such other documents, as such selling security holders may reasonably
request;
(d) use its commercially reasonable efforts to register or
qualify the securities covered by such registration statement under such
other securities or blue sky laws of such jurisdictions within the United
States and Puerto Rico as each holder of such securities shall request
(provided, however, that Holdco shall not be obligated to qualify as a
foreign corporation to do business under the laws of any jurisdiction in
which it is not then qualified or to file any general consent to service or
process), and do such other reasonable acts and things as may be required
of it to enable such holder to consummate the disposition in such
jurisdiction of the securities covered by such registration statement;
(e) furnish, at the request of any Holder requesting
registration of Registrable Securities pursuant to Section 2, on the date
that such shares of Registrable Securities are delivered to the
underwriters for sale pursuant to such registration or, if such Registrable
Securities are not being sold through underwriters, on the date that the
registration statement with respect to such shares of Registrable
Securities becomes effective under the Securities Act, (1) an opinion,
dated such date, of the independent counsel representing Holdco for the
purposes of such registration, addressed to the underwriters, if any, and
to the Holders making such request, in customary form and covering matters
of the type customarily covered in such legal opinions; and (2) a comfort
letter dated such date, from the independent accountants of Holdco,
addressed to the underwriters, if any, and to the Holder making such
request and, if such accountants refuse to deliver such letter to such
Holder, then to Holdco, in a customary form and covering matters of the
type customarily covered by such comfort letters and as the underwriters or
such Holder shall reasonably request;
(f) enter into customary agreements (including an underwriting
agreement in customary form) and take such other actions as are reasonably
required in order to expedite or facilitate the disposition of such
Registrable Securities;
(g) otherwise comply with all applicable rules and regulations
of the Commission, and make available to its security holders, as soon as
reasonably practicable, but not later than 18 months after the effective
date of the registration statement, an earnings statement covering the
period of at least 12 months beginning with the first full month after the
effective date of such registration statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act;
(h) make reasonably available to its senior executives and
other employees and otherwise provide such assistance to the underwriters
as they may reasonably request in the marketing of the Registrable
Securities in an underwritten offering, including in connection with any
"road show;"
(i) notify each Holder of Registrable Securities covered by any
registration statement of any event which results in the prospectus
included in such registration statement, as then in effect, containing an
untrue statement of a material fact or omitting to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading and thereafter promptly prepare and furnish, after securing
such approvals as may be necessary, to such Holder a reasonable number of
copies of any supplement to or amendment of such prospectus that may be
necessary so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading; and
(j) notify each Holder of Registrable Securities covered by any
registration statement of any stop order or similar proceeding initiated by
state or federal regulatory bodies and use its commercially reasonable
efforts to take all necessary steps expeditiously to remove such stop order
or similar proceeding.
It shall be a condition precedent to the obligation of Holdco to take
any action pursuant to this Agreement in respect of the Registrable
Securities which are to be registered at the request of any Holder that
such Holder shall (i) furnish to Holdco such information regarding the
Registrable Securities and other securities of Holdco held by such Holder
and the intended method of disposition of the Registrable Securities as
Holdco shall reasonably request and as shall be required in connection with
the action taken by Holdco and (ii) in connection with an underwritten
offering, enter into customary agreements (including an underwriting
agreement and a custody agreement, each in customary form, and a lock-up
agreement with respect to such holder's equity securities of Holdco as may
be reasonably requested by the managing underwriter). The method of
distribution shall be an underwritten offering if so requested by the
Holders.
5. EXPENSES. All expenses incurred in complying with this Agreement,
including, without limitation, all registration and filing fees (including
all expenses incident to filing with the NASD and to the inclusion of the
Registrable Securities on the NYSE), printing and distribution expenses,
fees and disbursements of counsel for Holdco, the reasonable fees and
expenses of one counsel for the selling security holders (selected by those
holding a majority of the securities being registered), expenses of the
preparation and delivery of certificates for the Offered Securities,
expenses of any special audits incident to or required by any such
registration, any marketing or road show expenses, and expenses of
complying with the securities or blue sky laws of any jurisdiction pursuant
to Section 4(d), shall be paid by Parent, except that Holdco shall not be
liable for any fees, discounts or commissions to any underwriter or any
fees or disbursements of counsel for any underwriter in respect of the
securities sold by such Holder.
6. INDEMNIFICATION AND CONTRIBUTION.
(a) In the event of any registration of any Registrable
Securities under the Securities Act pursuant to this Agreement, Holdco
shall indemnify and hold harmless the holder of such Registrable
Securities, such holder's directors and officers, and each other person
(including each underwriter) who participated in the offering of such
Registrable Securities and each other person, if any, who controls such
holder or such participating person within the meaning of the Securities
Act, against any losses, claims, damages or liabilities, joint or several,
(including any reasonable investigation, legal and other expenses incurred
in connection with, and any amount paid in settlement of, any action, suit
or proceeding or claim asserted) to which such Holder or any such director
or officer or participating person or controlling person may become subject
under the Securities Act or any other statute or at common law, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (i) any alleged untrue statement of any
material fact contained in any registration statement under which such
securities were registered under the Securities Act, any preliminary
prospectus or final prospectus contained therein, or any amendment or
supplement thereto, or (ii) any alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and shall reimburse such Holder or such
director, officer or participating person or controlling person for any
legal or any other expenses reasonably incurred by such holder or such
director, officer or participating person or controlling person in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that Holdco shall not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any actual or alleged untrue statement or
actual or alleged omission made in such registration statement, preliminary
prospectus, prospectus or amendment or supplement (X) in reliance upon and
in conformity with written information furnished to Holdco by such Holder
specifically for use therein or (in the case of any registration pursuant
to Section 2 so furnished for such purposes by any underwriter or (Y) if
any such untrue statement or omission is made in any such preliminary
prospectus and such Holder, being obligated to do so, failed to deliver a
copy of the final prospectus prior to or concurrently with the sale of the
Registrable Securities to the person asserting such loss, claim, damage or
liability after Holdco had furnished such Holder with a sufficient number
of copies of the same within a reasonably sufficient time period prior to
such sale and the final prospectus corrected such untrue statement or
omission. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such holder or such director,
officer or participating person or controlling person, and shall survive
the transfer of such securities by such Holder.
(b) Each Holder, by acceptance hereof, agrees to indemnify and
hold harmless Holdco, its directors and officers and each other person, if
any, who controls Holdco within the meaning of the Securities Act against
any losses, claims, damages or liabilities, joint or several, (including
any reasonable investigation, legal and other expenses incurred in
connection with, and any amount paid in settlement of, any action, suit or
proceeding or claim asserted) to which Holdco or any such director or
officer or any such person may become subject under the Securities Act or
any other statute or at common law, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based
upon information provided in writing to Holdco by such Holder specifically
for use in any registration statement under which securities were
registered under the Securities Act at the request of such Holder, any
preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereto, but in an amount not to exceed the net
proceeds received by such Holder in the offering.
(c) If the indemnification provided for in this Section 6 from
the indemnifying party is unavailable to an indemnified party hereunder in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then the indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities
or expenses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party and indemnified parties in connection with
the actions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The
relative fault of such indemnifying party and indemnified parties shall be
determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact, has been
made by, or relates to information supplied by, such indemnifying party or
indemnified parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount
paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include any
legal or other fees or expenses reasonably incurred by such party in
connection with any investigation or proceeding. The liability of any
Holder of Registrable Securities hereunder shall not exceed the net
proceeds received by it in the offering.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(c) were determined by pro rata
allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.
7. LISTING ON SECURITIES EXCHANGE. Holdco will, at its expense, list
on the NYSE (or such other principal exchange on which it lists its Common
Stock) and maintain such listing of all shares of Holdco Common Stock and
Conversion Shares issued to Holders in the Offer or issuable upon
conversion of the Holdco Preferred Stock so long as any shares of Holdco
Common Stock shall be so listed.
8. CERTAIN LIMITATIONS ON REGISTRATION RIGHTS. Notwithstanding
the other provisions of this Agreement:
(a) Holdco shall not be obligated to register the Registrable
Securities of any Holder if, in the opinion of counsel to Holdco reasonably
satisfactory to the Holder and its counsel (or, if the Holder has engaged
an investment banking firm, to such investment banking firm and its
counsel), the sale or other disposition of all of such Holder's Registrable
Securities, in the manner proposed by such Holder (or by such investment
banking firm), may be effected without registering such Registrable
Securities under the Securities Act; provided, however, that if a Holder
has requested a required registration pursuant to Section 2 and has
indicated that such Holder's intended method of distribution is an
underwritten offering of Registrable Securities, Holdco shall be obligated
to register the Registrable Securities in accordance with the terms hereof,
notwithstanding anything to the contrary in this Section 8(a); and
(b) Holdco shall not be obligated to register the Registrable
Securities of any Holder sought to be registered pursuant to Section 2 if
Holdco has had a registration statement, under which such Holder had a
right to have all such Registrable Securities included pursuant to Section
2 or 3, declared effective within six months prior to the date of the
request pursuant to Section 2.
(c) Holdco shall have the right to delay the filing or
effectiveness of a registration statement required pursuant to Section 2
for up to 75 days in the event that (i) Holdco would, in accordance with
the advice of its counsel, be required to disclose in the prospectus
information not otherwise then required by law to be publicly disclosed and
(ii) in the reasonable judgment of Parent's Board of Directors, there is a
reasonable likelihood that such disclosure, or any other action to be taken
in connection with the prospectus, would materially and adversely affect
any existing or pending material business transaction or negotiation or
otherwise materially and adversely affect Parent; provided, however, Holdco
may not exercise such right more than twice with respect to any
registration requested pursuant to Section 2.
9. SELECTION OF MANAGING UNDERWRITERS. In any underwritten
offering of Registrable Securities to be registered pursuant to Section 2,
Unitrin and Holdco shall each select one joint book-running lead manager.
10. HOLDBACK AGREEMENTS. Each Holder of Registrable Securities
covered by a registration statement pursuant to Section 2 or 3 agrees, if
requested by Holdco or the managing underwriter of an underwritten
offering, not to effect any sale or other distribution of equity securities
of the Company during the 7 day period prior to, and during the 90 day
period beginning with, the effectiveness of such registration statement.
11. MISCELLANEOUS.
(a) NO INCONSISTENT AGREEMENTS. Holdco will not hereafter
enter into any agreement with respect to its securities which is
inconsistent with the rights granted to the Holders in this Agreement.
(b) REMEDIES. Each Holder, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Agreement. Holdco
agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this
Agreement and hereby agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate. In any action or
proceeding brought to enforce any provision of this Agreement or where any
provision hereof is validly asserted as a defense, the successful party
shall be entitled to recover reasonable attorneys' fees in addition to any
other available remedy.
(c) AMENDMENTS. This Agreement and all other Agreements may be
amended or modified with the written consent of Holdco and the Majority
Holders.
(d) NOTICE GENERALLY. Any notice, demand, request, consent,
approval, declaration, delivery or other communication hereunder to be made
pursuant to the provisions of this Agreement shall be sufficiently given or
made if in writing and either delivered in person with receipt acknowledged
or sent by registered or certified mail, return receipt requested, postage
prepaid, or by telecopy and confirmed by telecopy answerback, addressed as
follows:
(i) If to any Holder, at
Unitrin, Inc.
One Wacker Drive
Chicago, Illinois 06601
Attention: Eric J. Draut
Facsimile No.: (312) 661-4610
with a copy (which shall not constitute notice) to:
Skadden, Arps, State, Meagher & Flom (Illinois)
333 W. Wacker Drive
Chicago, Illinois 06606
Attention: Charles W. Mulaney, Jr.
Brian W. Duwe
Facsimile No.: (312) 407-0411
(ii) If to Parent or Holdco, at
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067
Attention: W. Burks Terry
Facsimile No.: (310) 556-4558
with a copy (which shall not constitute notice) to:
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
Attention: Andrew E. Bogen, Esq.
Facsimile No.: (213) 229-7520
or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in
writing by the party entitled to receive such notice. Every notice, demand,
request, consent, approval, declaration, delivery or other communication
hereunder shall be deemed to have been duly given or served on the date on
which personally delivered, with receipt acknowledged, telecopied and
confirmed by telecopy answerback or three Business Days after the same
shall have been deposited in the United States mail.
(e) RULE 144. So long as Holdco is subject to the reporting
requirements under the Exchange Act, it shall comply with such requirements
so as to permit sales of Registrable Securities by the Holders thereof
pursuant to Rule 144 under the Securities Act. Upon the request of any
Holder, Holdco will deliver to such Holder a written statement as to
whether it is in compliance with the reporting requirements of Rule 144
under the Securities Act.
(f) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and permitted assigns of each
of the parties hereto, including any Approved Transferee.
(g) HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
(h) GOVERNING LAW; JURISDICTION. This Agreement shall be
governed by, construed and enforced in accordance with the laws of the State
of Delaware without giving effect to the conflict of laws principles thereof.
(i) SEVERABILITY. Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.
(j) ENTIRE AGREEMENT. This Agreement, together with the
Purchase Agreement, represents the complete agreement and understanding of
the parties hereto in respect of the subject matter contained herein and
therein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
NORTHROP GRUMMAN CORPORATION
By: /s/ Albert Myers
--------------------------------
Name: Albert Myers
Title: Corporate Vice President and
Treasurer
NNG, INC.
By: /s/ Albert Myers
--------------------------------
Name: Albert Myers
Title: President
UNITRIN, INC.
By: /s/ Eric J. Draut
--------------------------------
Name: Eric J. Draut
Title: Senior Vice President and
Chief Financial Officer