UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
August 12, 2002
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
| DELAWARE |
1-16411 |
No. 95-4840775 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
1840 Century Park East, Los Angeles, California 90067
www.northropgrumman.com
(Address of principal executive offices and internet
site)
(310) 553-6262
(Registrant’s telephone number, including area code)
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Transmittal Letter
99.2 Sworn Statement of Chairman and Chief Executive Officer
99.3 Sworn
Statement of Corporate Vice President and Chief Financial Officer
Item 9. Regulation FD Disclosure
Furnished herewith are the transmittal letter and the sworn statements required by Securities and Exchange
Commission Order File No. 4-460 pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 that were transmitted today via telecopy (with originals sent for next day delivery) to the Secretary of the Securities and Exchange Commission.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NORTHROP GRUMMAN
CORPORATION (Registrant) | ||||||||
| August 12, 2002 |
By: |
/s/ John H. Mullan | ||||||
| (Date) |
John H. Mullan, Corporate Vice President and Secretary | |||||||
2
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 |
Transmittal Letter | |
| 99.2 |
Sworn Statement of Chairman and Chief Executive Officer | |
| 99.3 |
Sworn Statement of Corporate Vice President and Chief Financial Officer
|
3
Exhibit 99.1
August 12, 2002
Via
Telecopy: (202) 942-9651; and
FedEx
Jonathon G. Katz, Secretary
Securities and
Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0609
Re: Commission Order of the Securities
Exchange Act of 1934
File No. 4-460 pursuant to Section 21(a)(i)
Dear Mr. Katz:
Transmitted herewith are written statements under oath of Kent Kresa, Northrop Grumman Corporation’s Chairman and Chief Executive Officer and Richard B. Waugh, Jr., Northrop Grumman’s Corporate Vice President and Chief
Financial Officer, both in the form of Exhibit A to the above-captioned Order and each declaring that the contents of the statement have been reviewed with the Audit Committee of the Northrop Grumman Corporation Board of Directors.
| Very truly yours, NORTHROP GRUMMAN
CORPORATION | ||
| By: |
/s/ John H. Mullan | |
| John H. Mullan Corporate Vice
President and Secretary |
1
Exhibit 99.2
| Exhibit A |
OMB Number: 3235-0569 | |
| (Corrected) |
Expires: January 31, 2003 |
Statement Under Oath of Principal Executive Officer and Principal
Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings
I, Kent Kresa, Chairman
and Chief Executive Officer (principal executive officer), state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of Northrop Grumman Corporation, and, except as corrected or supplemented in a subsequent covered report:
• |
no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or
definitive proxy materials, as of the date on which it was filed); and |
• |
no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were
made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). |
(2) I have reviewed the contents of this statement with the Audit Committee of the Board of Directors of
Northrop Grumman Corporation.
(3) In this statement under oath, each of the following,
if filed on or before the date of this statement, is a “covered report”:
• |
Annual Report on Form 10-K for the year ended December 31, 2001, dated March 22, 2002 and filed with the Commission on such date of Northrop Grumman
Corporation; |
• |
all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Northrop Grumman Corporation filed with the Commission subsequent to the
filing of the Form 10-K identified above; and |
• |
any amendments to any of the foregoing. |
| /s/ Kent Kresa Kent Kresa |
Subscribed and sworn to before me this 9th day of August 2002. |
| August 9, 2002 |
: |
/s/ Lorena Castellanos | ||||||
| Notary Public Commission #1272752 County of Monterey, California My Commission Expires: August 3,
2004 |
[* |
Separate statements to be signed by each of the Principal Executive Officer and the Principal Financial Officer.] |
Paperwork Reduction Act Disclosure: The Office of Management and Budget has approved this collection of
information pursuant to 44 U.S.C. § 3507 and 5 C.F.R. § 1320.13. The OMB control number for this collection of information pursuant to this Order and Exhibit A is 3235-0569, and it expires on January 31, 2003. An agency may not conduct or
sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. The information will be used to provide greater assurance to the Commission and to investors that persons have not
violated, or are not currently violating, the provisions of the federal securities laws governing corporate issuers’ financial reporting and accounting practices, and to aid the Commission in assessing whether it is necessary or appropriate in
the public interest or for the protection of investors for the Commission to adopt or amend rules and regulations governing corporate issuers’ financial practices and/or for the Commission to recommend legislation to Congress concerning these
matters. We estimate that providing the requested information will take, on average, approximately 25 hours. Any member of the public may direct to the Commission any comments concerning the accuracy of this burden estimate and any suggestions for
reducing this burden. Responses to the collection of information are mandatory and will not be kept confidential.
Exhibit 99.3
| Exhibit A |
OMB Number: 3235-0569 | |||
| (Corrected) |
Expires: January 31, 2003 |
Statement Under Oath of Principal Executive Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings
I, Richard B. Waugh, Jr., Corporate Vice
President and Chief Financial Officer (principal financial officer), state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of Northrop Grumman Corporation, and, except as corrected or supplemented in a subsequent covered report:
• |
no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or
definitive proxy materials, as of the date on which it was filed); and |
• |
no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were
made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). |
(2) I have reviewed the contents of this statement with the Audit Committee of the Board of Directors of
Northrop Grumman Corporation.
(3) In this statement under oath, each of the following,
if filed on or before the date of this statement, is a “covered report”:
• |
Annual Report on Form 10-K for the year ended December 31, 2001, dated March 22, 2002 and filed with the Commission on such date of Northrop Grumman
Corporation; |
• |
all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Northrop Grumman Corporation filed with the Commission subsequent to the
filing of the Form 10-K identified above; and |
• |
any amendments to any of the foregoing. |
| /s/ Richard B. Waugh, Jr. Richard B. Waugh, Jr. |
Subscribed and sworn to before me this 12th day of August 2002. | |||
| August 12, 2002 |
/s/ James R. Nelson Notary Public Commission #1275313 Los Angeles County, California My Commission Expires:
August 28, 2004 |
[* |
Separate statements to be signed by each of the Principal Executive Officer and the Principal Financial Officer.] |
Paperwork Reduction Act Disclosure: The Office of Management and Budget has approved this collection of
information pursuant to 44 U.S.C. § 3507 and 5 C.F.R. § 1320.13. The OMB control number for this collection of information pursuant to this Order and Exhibit A is 3235-0569, and it expires on January 31, 2003. An agency may not conduct or
sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. The information will be used to provide greater assurance to the Commission and to investors that persons have not
violated, or are not currently violating, the provisions of the federal securities laws governing corporate issuers’ financial reporting and accounting practices, and to aid the Commission in assessing whether it is necessary or appropriate in
the public interest or for the protection of investors for the Commission to adopt or amend rules and regulations governing corporate issuers’ financial practices and/or for the Commission to recommend legislation to Congress concerning these
matters. We estimate that providing the requested information will take, on average, approximately 25 hours. Any member of the public may direct to the Commission any comments concerning the accuracy of this burden estimate and any suggestions for
reducing this burden. Responses to the collection of information are mandatory and will not be kept confidential.