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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 2
(to Registration Statement on Form 8-A
filed with the Commission on September 22, 1988
as amended on Form 8 dated August 2, 1991)
The undersigned registrant hereby amends the following
items, financial statements, exhibits or other portions of its
Registration of Certain Classes of Securities pursuant to Section
12(b) of the Securities Exchange Act of 1934 on Form 8-A filed
with the Commission on September 22, 1988 and amended on Form 8
dated August 2, 1991 as set forth in the pages following hereto:
Item 1. Description of Securities to be Registered
Item 2. Exhibits. Amendment Agreement, dated as of
September 28, 1994, to Rights Agreement between
the Company and Manufacturers Hanover Trust
Company (Chemical Bank, successor), dated as of
September 21, 1988, as amended.
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly
authorized.
NORTHROP GRUMMAN CORPORATION
(Registrant)
By: ________________________
Name: Sheila M. Gibbons
Title: Corporate Vice President
and Secretary
Date: October 7, 1994
Item 1 - Description of Securities to be Registered
On September 21, 1994, the Board of Directors of Northrop
Grumman Corporation (the "Company") authorized the Company to
enter into an Amendment Agreement amending the Rights Agreement
between the Company and Manufacturers Hanover Trust Company
(Chemical Bank, successor) dated as of September 21, 1988 (the
"Rights Agreement") as amended. Capitalized terms used herein
and not otherwise defined have the meaning ascribed to them in
the Rights Agreement.
The Amendment Agreement deletes the definition of
"Continuing Director" contained in Section 1(a); additional
conforming changes are made in the Rights Agreement where
appropriate.
Further, Section 23(a), "Redemption," is amended to provide
that the Board of Directors of the Company may elect to redeem
the outstanding Rights at any time prior to such time that any
Person becomes an Acquiring Person.
Finally, the definition of "Distribution Date" is amended to
allow the Board of Directors to delay a distribution of the
Rights caused by a tender offer.
Item 2 - Exhibits
1. Amendment Agreement, dated as of September 28, 1994, to
Rights Agreement between the Company and Manufacturers
Hanover Trust Company (Chemical Bank, successor), dated
as of September 21, 1988, as amended.
EXHIBIT INDEX
Exhibit No. 1 Amendment Agreement, dated as of September
28, 1994, to Rights Agreement between
Northrop Corporation and Manufacturers
Hanover Trust Company (Chemical Bank,
successor), dated as of September 21, 1988,
as amended.
Amendment Agreement
Northrop Grumman Corporation (formerly Northrop Corporation) and
Chemical Bank (as successor to Manufacturers Hanover Trust Company)
hereby agree to amend that certain Rights Agreement dated as of
September 21, 1988 between them as set forth below:
1. Section 23(a) "Redemption" is amended to read in its
entirety as follows:
Section 23. Redemption.
(a) The Board of Directors of the Company may, at
its option and as provided herein, and notwithstanding
the provisions of Sections 11 and 13 of this Agreement,
elect to redeem all but not less than all of the then
outstanding Rights at a redemption price of $.02 per
Right, appropriately adjusted to reflect any stock split,
stock dividend, reclassification or similar transaction
occurring after the date hereof (such redemption price
being herein referred to as the "Redemption Price"), at
any time prior to such time that any Person becomes an
Acquiring Person.
2. The definition of "Continuing Director" in Section 1(a) is
deleted in its entirety.
3. Section 26 is amended to delete from (iii) the phrase
"(which lengthening or shortening, after the time that
any Acquiring Person has become such, shall be effective
only if (x) there is at least one Continuing Director
then in office and (y) a majority of all of the
Continuing Directors then in office have approved of such
action)."
4. The first sentence of Section 3(a) is amended by adding
the following after the first reference to "tenth
Business Day" in clause (ii) of that sentence:
"(or such later date as may be determined by action
of the Board of Directors prior to such time as any
person becomes an Acquiring Person)."
The parenthetical phrase at the end of the first
paragraph of Section 3(a) is hereby amended to read "(the
earlier of such dates being herein referred to as the
"Distribution Date")."
Section 3(a) is further amended by deleting the proviso
following subsection (B) commencing with the words "provided,
however," and continuing through the words "Distribution
Date."
This Amendment Agreement may be executed in counterparts, each of
which shall be deemed an original, and all of which shall
constitute one and the same instrument.
Except as amended and supplemented hereby, all other terms,
covenants and conditions contained in the Rights Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment
Agreement this 28th day of September, 1994.
CHEMICAL BANK NORTHROP GRUMMAN CORPORATION
By _________________________ By ___________________________