- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
----------------
COMPTEK RESEARCH, INC.
(Name of Subject Company)
----------------
YAVAPAI ACQUISITION CORP.
NORTHROP GRUMMAN CORPORATION
(Name of Filing Person--Offeror)
----------------
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
----------------
666807102
(CUSIP Number of Class of Securities)
----------------
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)
----------------
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 & Lavan LLP
One New York Plaza Buffalo, New York 14224 180 Maiden Lane
New York, New York 10004 (716) 677-4070 New York, New York 10038
(212) 859-8000 (212) 806-5400
[_]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: [ ]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO filed by Northrop Grumman Corporation, a Delaware corporation
("Northrop Grumman"), and Yavapai Acquisition Corp., a Delaware corporation
and a wholly-owned subsidiary of Northrop Grumman ("Yavapai"), on July 6, 2000
(the "Schedule TO"), relating to the offer (the "Offer") by Northrop Grumman
through 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 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, as amended).*
(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, as amended).*
(a)(3) Form of Instructions to Participants in the Comptek Research, Inc.
Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.8
to Northrop Grumman's Registration Statement on Form S-4 filed on July
6, 2000, as amended).
- ------------------
* Previously filed
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 11, 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
------- ------------
(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, as
amended).*
(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, as amended).*
(a)(3) Form of Instructions to Participants in the Comptek Research, Inc.
Employee Stock Purchase Plan (incorporated by reference to Exhibit
99.8 to Northrop Grumman's Registration Statement on Form S-4 filed on
July 6, 2000, as amended).
- ------------------
* Previously filed
