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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
July 2, 1997
(Date of earliest event reported)
Northrop Grumman Corporation
(Exact name of Registrant as specified in its charter)
Delaware 1-3229 95-1055798
(State of (Commission File (IRS Employer
Incorporation) No.) Identification No.)
1840 Century Park East, Los Angeles, CA 90067
(Address of principal executive officers, including zip
code)
(310) 553-6262
(Registrant's telephone number, including area code)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
As of July 2, 1997, Northrop Grumman Corporation, a Delaware
corporation (the "Company"), Lockheed Martin Corporation, a
Maryland corporation ("Lockheed Martin"), and Hurricane Sub,
Inc., a Delaware corporation and a wholly owned subsidiary
of Lockheed Martin ("Merger Sub"), entered into an Agreement
and Plan of Merger (the "Merger Agreement"), pursuant to
which Merger Sub will be merged (the "Merger") with and into
the Company, with the Company surviving the Merger and
becoming a wholly owned subsidiary of Lockheed Martin. At
the effective time of the Merger, each issued and
outstanding share of common stock of the Company other than
shares held in the Company's treasury, will be converted into
1.1923 shares of Lockheed Martin common stock. A copy of the
joint press release, dated July 3, 1997, issued by Lockheed Martin
and the Company is attached hereto and is incorporated by
reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 - Press Release of Lockheed
Martin Corporation and Northrop Grumman
Corporation dated July 3, 1997.
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
By: /s/ Richard B. Waugh, Jr.
-----------------------------
Richard B. Waugh, Jr.
Corporate Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release of Lockheed Martin Corporation and
Northrop Grumman Corporation dated July 3, 1997.
Exhibit 99.1
For Immediate Release
---------------------
Lockheed Martin and Northrop Grumman Form Strategic
Combination
$11.6 billion transaction to create $37 billion global
technology leader
BETHESDA, Maryland/LOS ANGELES, California, July 3, 1997 --
Lockheed Martin (NYSE:LMT) and Northrop Grumman (NYSE:NOC)
announced today that their respective boards of directors
unanimously approved a definitive agreement to combine the
companies to further enhance efficiencies and increase
global competitiveness. Following shareholder approvals and
U.S. government regulatory reviews, the transaction will
create a leading, broad-based technology company with
estimated 1997 revenues of approximately $37 billion and
nearly 230,000 employees.
Under the terms of the agreement, Northrop Grumman
shareholders will receive 1.1923 shares of Lockheed Martin
common stock for each share of Northrop Grumman stock. The
transaction is expected to close by the end of 1997.
"As our industry becomes increasingly global, we must
constantly improve efficiencies to compete in the 21st
century worldwide marketplace," said Norman R. Augustine,
chairman and chief executive officer of Lockheed Martin. In
bringing together these two healthy, well-matched companies,
we will meet our commitments to reduce costs for our
customers, increase long-term opportunities for employees
and enhance shareholder value."
The combination is consistent with Lockheed Martin's long-
term growth strategy to expand core businesses and move into
closely related emerging markets. Key impacts on its lines
of business will be to:
-- Expand critical mass, economies of scale and synergy
opportunities in electronics, military aircraft,
commercial aerostructures and information systems;
-- Increase breadth and depth in key technological
discriminators, such as composites, data processing,
stealth, sensors, microelectronics and manufacturing;
-- Enhance systems engineering and platform integration
capabilities.
It is anticipated that the transaction will be accounted for
as a pooling-of-interests; however, the impact of other
transactions under consideration could, if consummated,
result in accounting for the transaction as a purchase.
Financially, the transaction is expected to be neutral to
1998 earnings and increasingly accretive thereafter.
Augustine noted that "Lockheed Martin and Northrop Grumman
have been leaders in consolidating the aerospace industry,
and we are now taking the logical next step in combining
together to shape the future. Both corporations have
successfully integrated multiple operations and cultures,
while maintaining focus on program performance and mission
success. We fully intend to combine these two companies
with the same spirit of teamwork and emphasis on
performance."
"We enter this transaction in the strongest position in our
history, which augurs well for the future," said Kent Kresa,
chairman of the board, president and chief executive officer
of Northrop Grumman. "Another plus is that our two
companies have worked together successfully, including on
such major current programs as the Joint Strike Fighter, the
F-22, the Apache Longbow, and airborne early warning
systems. We think this is a great opportunity to combine
our unique skills and dedicated employees for the benefit of
our customers and shareholders, as well as our employees."
Kresa will join the Lockheed Martin board of directors along
with two other members of the Northrop Grumman board to be
determined. Kresa will serve as vice-chairman of Lockheed
Martin and will have a strong role in the transition.
Dr. Vance D. Coffman, who will become vice chairman and
chief executive officer of Lockheed Martin on August 1,
reaffirmed Lockheed Martin's continuing commitment to serve
as a merchant supplier, including supporting The Boeing
Company and other teammates around the world on various
existing and future programs.
Bear, Stearns & Co., Inc. and Lehman Brothers, Inc., are
acting as financial advisors to Lockheed Martin. Northrop
Grumman is being advised by Salomon Brothers.
Lockheed Martin, headquartered in Bethesda, Maryland, is a
global technology company with 1996 sales of $27 billion.
Lockheed Martin provides space and missile systems,
electronics, military aircraft, information systems, systems
integration and a broad range of services to U.S. and
international governments and commercial customers. It has
180,000 employees worldwide.
Northrop Grumman, headquartered in Los Angeles, California,
is a leading designer, systems integrator and manufacturer
of military surveillance on combat aircraft, defense
electronics and systems, airspace management systems,
information systems, marine systems, precision weapons,
space systems and commercial and military aerostructures.
The company currently employs more than 45,000 people and
had 1996 sales of approximately $8 billion.
CONTACT: Lockheed Martin News & Information, 301/897-6352
Northrop Grumman Corporate Communications,
310/553-6262