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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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COMPTEK RESEARCH, INC.
(Name of Subject Company)
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YAVAPAI ACQUISITION CORP.
NORTHROP GRUMMAN CORPORATION
(Name of Filing Person--Offeror)
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COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
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666807102
(CUSIP Number of Class of Securities)
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John H. Mullan
Corporate Vice President and Secretary
1840 Century Park East
Los Angeles, California 90067
(310) 553-6262
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Person)
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Copies to:
Charles M. Nathan Christopher A. Head James R. Tanenbaum
Thomas W. Christopher Comptek Research, Inc. Richard S. Forman
Fried,Frank, Harris, Shriver & Jacobson
2732 Transit Road Stroock & Stroock &
One New York Plaza Buffalo, New York 14224 Lavan LLP
New York, New York 10004 (716) 677-4070 180 Maiden Lane
(212) 859-8000 New York, New York
10038
CALCULATION OF FILING FEE (212) 806-5400
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$133,486,459 $26,698
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* Estimated for purposes of calculating the amount of the filing fee only in
accordance with Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange
Act of 1934, based upon (a) $17.34, the average of the high and low price
per share of Comptek Research, Inc. common stock on June 29, 2000 as
reported on the American Stock Exchange, multiplied by (b) 7,698,181,
representing the aggregate number of shares of Comptek Research, Inc.
common stock outstanding on July 5, 2000 plus the maximum number of shares
expected to be issued pursuant to outstanding options prior to the date the
offer is expected to be consummated.
** One-fiftieth of 1% of the value of the transaction.
[X]Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Filing Party: Northrop Grumman
$35,241 Corporation
Form or Registration No.: Form S-4 Date Filed: July 6, 2000
[_]Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X]third-party tender offer subject to Rule 14d-1.
[_]issuer tender offer subject to Rule 13e-4.
[_]going-private transaction subject to Rule 13e-3.
[_]amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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This Tender Offer Statement on Schedule TO relates to the offer (the
"Offer") by Northrop Grumman Corporation, a Delaware corporation ("Northrop
Grumman"), through its wholly owned subsidiary, Yavapai Acquisition Corp., a
Delaware corporation ("Yavapai"), to exchange that number of shares of common
stock, par value $1.00 per share (together with the associated preferred stock
purchase rights, the "Northrop Grumman Shares") of Northrop Grumman for each
issued and outstanding share of common stock, par value $.02 per share
(together with the associated preferred stock purchase rights, the "Comptek
Shares"), of Comptek Research, Inc., a New York corporation ("Comptek"), based
on the exchange ratio described in the Prospectus (as defined below).
The Offer is made pursuant to an Agreement and Plan of Merger, dated as of
June 12, 2000, among Northrop Grumman, Yavapai and Comptek which contemplates
a business combination of Comptek and Northrop Grumman (the "Merger").
Northrop Grumman has filed a registration statement with the Securities and
Exchange Commission on Form S-4 relating to the Northrop Grumman Shares to be
issued to shareholders of Comptek in the Offer and the Merger (the
"Registration Statement"). The terms and conditions of the Offer and the
Merger are set forth in the prospectus which is a part of the Registration
Statement (the "Prospectus") and the related Letter of Transmittal, which are
Exhibits (a)(1) and (a)(2), respectively, hereto.
All of the information in the Prospectus and the related Letter of
Transmittal, and any prospectus supplement or other supplement thereto related
to the Offer hereafter filed with the Securities and Exchange Commission by
Northrop Grumman, is hereby incorporated by reference in answer to Items 2
through 11 of this Schedule TO.
Item 1. Summary Term Sheet.
Information is disclosed to security holders in a prospectus meeting the
requirements Rule 421(d) of the Securities Act of 1933.
Item 3. Identity and Background of Filing Person.
(c) During the last five years, none of Northrop Grumman, Yavapai or, to the
best of their knowledge, any of the persons listed on Annex A to the
Prospectus (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was a party to any judicial or
administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in a judgement, decree or final order
enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws.
Item 12. Exhibits.
(a)(1) Prospectus relating to Northrop Grumman Shares to be issued in the
Offer and the Merger (incorporated by reference from Northrop Grumman's
Registration Statement on Form S-4 filed on July 6, 2000).
(a)(2) Form of Letter of Transmittal (incorporated by reference to Exhibit
99.1 to Northrop Grumman's Registration Statement on Form S-4 filed on
July 6, 2000).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference to
Exhibit 99.2 to Northrop Grumman's Registration Statement on Form S-4
filed on July 6, 2000).
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees (incorporated by reference to Exhibit 99.3 to
Northrop Grumman's Registration Statement on Form S-4 filed on July 6,
2000).
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated by reference to
Exhibit 99.4 to Northrop Grumman's Registration Statement on Form S-4
filed on July 6, 2000).
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (incorporated by reference to Exhibit 99.5 to
Northrop Grumman's Registration Statement on Form S-4 filed on July 6,
2000).
(d)(1) Agreement and Plan of Merger dated as of June 12, 2000, among Northrop
Grumman, Yavapai and Comptek (incorporated by reference to Annex B to
the Prospectus forming part of Northrop Grumman's Registration
Statement on Form S-4 filed on July 6, 2000).
(d)(2) Tender Agreement dated as of June 15, 2000, among Yavapai and certain
stockholders of Comptek, named therein (incorporated by reference to
Annex C to the Prospectus forming part of Northrop Grumman's
Registration Statement on Form S-4 filed on July 6, 2000).
SIGNATURE
After due 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.
Dated: July 6, 2000
Yavapai Acquisition Corp.
/s/ John H. Mullan
By: _________________________________
Name: John H. Mullan
Title: Secretary
Northrop Grumman Corporation
/s/ John H. Mullan
By: _________________________________
Name: John H. Mullan
Title: Corporate Vice President
and Secretary
EXHIBIT INDEX
Exhibit
Number Exhibit Name
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(a)(1) Prospectus relating to Northrop Grumman shares to be issued in the
Offer and the Merger (incorporated by reference from Northrop
Grumman's Registration Statement on Form S-4 filed on July 6, 2000).
(a)(2) Form of Letter of Transmittal (incorporated by reference to Exhibit
99.1 to Northrop Grumman's Registration Statement on Form S-4 filed on
July 6, 2000).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference to
Exhibit 99.2 to Northrop Grumman's Registration Statement on Form S-4
filed on July 6, 2000).
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees (incorporated by reference to Exhibit 99.3 to
Northrop Grumman's Registration Statement on Form S-4 filed on July 6,
2000).
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated by reference
to Exhibit 99.4 to Northrop Grumman's Registration Statement on Form
S-4 filed on July 6, 2000).
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (incorporated by reference to Exhibit 99.5 to
Northrop Grumman's Registration Statement on Form S-4 filed on July 6,
2000).
(d)(1) Agreement and Plan of Merger dated as of June 12, 2000, among Northrop
Grumman, Yavapai and Comptek (incorporated by reference to Annex B to
the Prospectus forming part of Northrop Grumman's Registration
Statement on Form S-4 filed on July 6, 2000).
(d)(2) Tender Agreement dated as of June 15, 2000, among Yavapai and certain
stockholders of Comptek named therein (incorporated by reference to
Annex C to the Prospectus forming part of Northrop Grumman's
Registration Statement on Form S-4 filed on July 6, 2000).
