As filed with the Securities and Exchange Commission on November 13, 2000
Registration No. 333-40862-02
- ---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4
ON
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-1055798
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
1840 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(310) 553-6262
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
--------------------
JOHN H. MULLAN
CORPORATE VICE PRESIDENT AND SECRETARY
1840 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(310) 553-6262
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
--------------------
COPY TO:
THOMAS W. CHRISTOPHER
FRIED, FRANK, HARRIS,
SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: From time to time after this registration statement becomes
effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
--------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
TITLE OF AMOUNT TO PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE TO BE MAXIMUM OFFERING MAXIMUM REGISTRATION
REGISTERED REGISTERED(1) PRICE PER SHARE AGGREGATE FEE
OFFERING PRICE
- --------------------------------------------------------------------------------
Common Stock, par 147,316 (3) (3) (3)
value $1.00 per shares(2)
share
- --------------------------------------------------------------------------------
(1) The number of shares of Common Stock registered hereby is subject to
adjustment to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(2) Consisting of 147,316 shares of Common Stock reserved for issuance
upon the conversion into Common Stock of 8 1/2% Convertible
Subordinated Debentures due 2004 of Comptek Research, Inc. Registrant
assumed the obligation to issue shares of Common Stock upon conversion
of the debentures pursuant to a First Supplemental Indenture, dated as
of November 7, 2000, among Registrant, Comptek Research and The Bank
of New York, as Trustee (the "Trustee"), to an Indenture, dated as of
March 24, 1999, between Comptek Research and the Trustee. The First
Supplemental Indenture was entered into in connection with the merger
of Yavapai Acquisition Corp., a wholly owned subsidiary of Registrant,
with and into Comptek Research.
(3) Not applicable. All filing fees payable in connection with the
issuance of these securities were paid in connection with the filing
of the Registrant's Registration Statement on Form S-4 (No. 333-40862)
filed July 6, 2000.
EXPLANATORY NOTE
On August 31, 2000, we acquired Comptek Research, Inc. pursuant to an
Agreement and Plan of Merger, dated as of June 12, 2000, as amended, among
us, Yavapai Acquisition Corp., a wholly-owned subsidiary of our company, and
Comptek Research. In connection with the merger, we filed a Registration
Statement on Form S-4 (No. 333-40862) registering the shares of Northrop
Grumman common stock to be issued in connection with the merger. As a
result of the merger, we were required, pursuant to the terms of the
indenture, dated March 24, 1999, governing Comptek Research's 8 1/2%
Convertible Subordinated Debentures due 2004, to enter into a supplemental
indenture to provide, among other things, that the debentures will be
convertible into Northrop Grumman common stock instead of Comptek Research
common stock. Under the terms of the supplemental indenture, each $1,000
principal amount of the debentures is convertible into shares of Northrop
Grumman common stock at an initial conversion price of $33.940693 per
share, subject to further adjustment as provided in the indenture. As part
of our Form S-4, we also registered up to 147,316 shares to be issued in
connection with such conversion of the debentures.
We are now amending our Form S-4, which was previously amended by
Post-effective Amendment No. 1 on Form S-8 filed with the SEC on September
19, 2000, by filing this Post-effective Amendment No. 2 on Form S-3 in
order to maintain an effective registration statement until such time as
the Comptek Research debentures may be converted into shares of Northrop
Grumman common stock. All such 147,316 shares of Northrop Grumman common
stock were previously registered on the Form S-4 and are being transferred
to the Form S-3. This Post-effective Amendment No. 2 does not replace but
is in addition to Post-effective Amendment No. 1.
PROSPECTUS
NORTHROP GRUMMAN CORPORATION
1840 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(310) 553-6282
147,316 Shares of Common Stock Issuable upon
Conversion of 8 1/2% Convertible Subordinated Debentures
-----------------------------
This prospectus relates to up to 147,316 shares of our common stock
which we may issue upon conversion of the outstanding 8 1/2% Convertible
Subordinated Debentures due 2004 of our subsidiary Comptek Research, Inc.
You should carefully read this prospectus before you decide to acquire
our common stock upon the conversion of these securities. Our common stock
is traded on the New York Stock Exchange and the Pacific Stock Exchange
under the symbol "NOC."
-----------------------------
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 2 OF THIS
PROSPECTUS.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
The date of this prospectus is November 13, 2000.
TABLE OF CONTENTS
Page
About Northrop Grumman Corporation...................................... 1
Risk Factors............................................................ 2
Use of Proceeds......................................................... 3
Plan of Distribution.................................................... 3
Legal Matters........................................................... 3
Experts................................................................. 3
Where You Can Find More Information..................................... 4
Documents Incorporated By Reference..................................... 5
-----------------
Certain statements and assumptions in portions of documents
incorporated by reference in this prospectus, including Management's
Discussion and Analysis and elsewhere in such documents, contain or are
based on "forward-looking" information for purposes of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934 and involve risks and uncertainties. Such "forward-looking"
information includes statements and assumptions with respect to future
revenues, expected program performance and cash flows, the outcome of
contingencies including litigation and environmental remediation, the
effect of completed and planned acquisitions and divestitures of
businesses, and anticipated costs of capital investments. Our operations
are subject to various risks and uncertainties resulting from our position
as a supplier, either directly or as a subcontractor or team member, to the
U.S. Government and its agencies as well as to foreign governments and
agencies. Actual outcomes are dependent upon factors, including, without
limitation, our successful performance of internal plans; government
customers' budgetary constraints; customer changes in short-range and
long-range plans; domestic and international competition in both the
defense and commercial areas; product performance and the timing of
deliveries under existing contracts; continued development and acceptance
of new products; performance issues with key suppliers and subcontractors;
government import and export policies; termination of government contracts;
the outcome of political and legal processes; the results of acquisitions
and divestitures and environmental remediation; legal, financial and
governmental risks related to international transactions and global needs
for military aircraft, military and civilian electronic systems and support
and information technology, as well as other economic, political and
technological risks and uncertainties.
You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with different information. We
are not making an offer of these securities in any jurisdiction where the
offer or sale is not permitted. You should not assume that the information
contained in this prospectus is accurate as of any date other than the date
on the front cover of this prospectus.
-----------------------------
ABOUT NORTHROP GRUMMAN CORPORATION
General
Northrop Grumman operates principally in the electronics, integrated
systems and information technology segments of the defense industry.
Northrop Grumman is a leading designer, systems integrator and manufacturer
of military surveillance and combat aircraft, defense electronics and
systems, airspace management systems, information systems, marine systems,
precision weapons, space systems, and commercial and military
aerostructures.
Northrop Grumman's major electronics area includes airborne radar,
such as fire-control radars for F-16 and F-22 fighters, B-1B bombers and
AH-64D Apache helicopters, and the surveillance radar for the Air Force's
Airborne Warning and Control System. Other defense electronics programs are
BAT, an acoustically self-guided antiarmor submunition for the Army;
space-based sensor systems, and airborne electronic countermeasures, which
protect pilots and aircraft by disrupting enemy radar and hostile weapons
systems. Northrop Grumman is a leader in airspace management systems and
has produced more than 400 civilian air traffic control systems for
surveillance of airborne and airport surface traffic in 12 countries.
Major integrated systems programs include the Joint Surveillance
Target Attack Radar System, a powerful airborne surveillance and target
acquisition system for which Northrop Grumman is the prime contractor.
Northrop Grumman also is prime contractor for the U.S. Navy's E-2C Hawkeye,
an early warning and control aircraft, and the Navy's EA-6B Prowler, an
electronic warfare aircraft. Northrop Grumman's major integrated systems
programs also include the Air Force's B-2 stealth bomber, a long-range,
strategic bomber that can penetrate sophisticated air defenses. Northrop
Grumman is prime contractor for the B-2 program. Other aircraft programs
are the Navy F/A-18 Hornet strike fighter and the Joint Strike Fighter. For
the F/A-18, Northrop Grumman produces the center and aft fuselage, vertical
tails and all associated subsystems as principal subcontractor to Boeing.
On the Joint Strike Fighter program, Northrop Grumman is a member of the
Lockheed Martin team working under one of two concept demonstration
contracts awarded in 1996. The winner of this phase of the competition is
scheduled to proceed to engineering and manufacturing development beginning
in early 2001. Approximately 3,000 Joint Strike Fighters are planned for
the U.S Air Force, Navy and Marine Corps, as well as the British Royal
Navy.
In August 1997, Northrop Grumman completed a merger with Logicon, a
leading defense information technology company. Logicon, which operates as
a Northrop Grumman subsidiary, provides military and commercial information
systems and services for defense, civil and industrial customers. Its core
markets include Command, Control, Communications and Intelligence (C/3/I),
information technology, training and simulation, battle management and
mission planning.
In addition, Northrop Grumman designs, develops, operates and supports
computer systems for scientific and management information. It provides
systems integration and related information services for federal, state and
local government agencies and private industry. Northrop Grumman also
provides military base support functions and aircraft maintenance at a
number of U.S. Government facilities.
On July 24, 2000, Northrop Grumman closed the sale of its commercial
aerostructures business to The Carlyle Group. As a result of this
transaction we received approximately $668 million in cash and $175 million
in the form of a note receivable and The Carlyle Group assumed $400 million
in post-employment benefit liabilities. We expect to use the proceeds from
this disposition for the repayment of debt and for general corporate
purposes, including possible strategic acquisitions.
Northrop Grumman's three reportable segments are its three operating
units: Integrated Systems (IS), Electronic Sensors and Systems (ESS) and
Logicon, the company's information technology sector. The IS segment
includes the design, development and manufacturing of aircraft and aircraft
subassemblies. The ESS segment includes the design, development,
manufacturing and integration of electronic systems and components for
military and commercial use. Logicon, the company's information technology
segment, includes the design, development, operation and support of
computer systems for scientific and management information.
Additional information concerning Northrop Grumman is included in the
Northrop Grumman reports incorporated by reference in this prospectus. See
"Where You Can Find More Information."
Our principal executive offices are located at 1840 Century Park East,
Los Angeles, California 90067. Our telephone number is (310) 553-6262.
Recent Developments
Acquisition of Comptek Research, Inc.
- -------------------------------------
On August 31, 2000, we acquired Comptek Research, Inc., which develops
and integrates surveillance and communications systems used primarily for
military applications, in a stock-for-stock transaction. The aggregate
consideration paid to former Comptek Research shareholders consisted of
approximately 1,775,906 shares of our common stock issued in exchange for
approximately 6,344,788 outstanding shares of Comptek Research common stock
at a conversion ratio of 0.2799 shares of our common stock for each share
of Comptek Research common stock. In addition, former Comptek Research
shareholders were paid cash in lieu of fractional shares of our common
stock. We also assumed options to acquire approximately 598,277 shares of
Comptek Research common stock which are exercisable into approximately
167,458 shares of our common stock.
As a result of the merger, we were required, pursuant to the terms of
the indenture, dated March 24, 1999, governing Comptek Research's 8 1/2%
Convertible Subordinated Debentures due 2004 to enter into a supplemental
indenture to provide, among other things, that the debentures will be
convertible into Northrop Grumman common stock instead of Comptek Research
common stock. Under the terms of the supplemental indenture, each $1,000
principal amount of the debentures is convertible into shares of Northrop
Grumman common stock at an initial conversion price of $33.940693 per
share, subject to further adjustment as provided in the indenture.
Acquisition of Federal Data Corporation
- ---------------------------------------
On October 23, 2000, we acquired Federal Data Corporation for
approximately $302 million. Federal Data is involved in systems integration
and the provision of information technology products and services to
agencies of the U.S. Government, and will be integrated with the operations
of Logicon, Inc., our information technology sector.
Acquisition of Sterling Software (U.S.) Inc.
- --------------------------------------------
On October 31, 2000, we acquired Sterling Software (U.S.) Inc. for
approximately $150 million. Sterling Software (U.S.) provides information
technology services primarily to the defense and intelligence agencies of
the U.S. Government. It will be integrated with the operations of Logicon.
RISK FACTORS
You should consider carefully the following information in conjunction
with the other information contained in this prospectus and the documents
and risk factors incorporated by reference herein before deciding to
acquire our common stock.
WE MAY FACE CHALLENGES IN INTEGRATING OUR RECENT ACQUISITIONS AND, AS A
RESULT, MAY NOT REALIZE THE EXPECTED BENEFITS OF SUCH ACQUISITIONS.
The combination of Comptek Research, Inc., Federal Data Corporation
and Sterling Software (U.S.) Inc. with Northrop Grumman involves the
integration of four companies that have previously operated independently.
We may not be able to integrate the operations of the acquisitions with our
operations without encountering difficulties. The consolidation of
functions, the integration of departments, systems and procedures and the
relocation of staff may present management challenges. The integration may
not be completed as rapidly as we expect to achieve the anticipated
benefits of the mergers. The successful integration of Northrop Grumman and
the recent acquisitions will require, among other things, integration of
products and services, sales and marketing, information and software
systems, coordination of employee retention, hiring and training, and
coordination of ongoing and future research and development efforts. The
diversion of the attention of management to the integration efforts and any
difficulties encountered in combining operations could adversely affect the
combined company's business.
THE SALE OF OUR COMMERCIAL AEROSTRUCTURES DIVISION MAY HAVE A NEGATIVE
IMPACT ON OUR BUSINESS, FINANCIAL CONDITION OR OPERATING RESULTS.
On July 24, 2000, we closed the sale of our commercial aerostructures
business to The Carlyle Group. This disposition may have a negative impact
on our business, financial condition and operating results. In fiscal 1999,
our aerostructures business generated approximately $1,379 billion in
revenues and approximately $6 million in operating profits. The loss of
these revenues and operating profits may have a material effect upon our
financial results. As a result of this transaction we received
approximately $668 million in cash and $175 million in face amount of a
note receivable, and The Carlyle Group assumed approximately $400 million
in post-employment benefit liabilities. We expect to use the proceeds from
this sale for general corporate purposes, including the recently completed
acquisitions of Federal Data Corporation and Sterling Software (U.S.) Inc.
and other possible strategic acquisitions. Our application of these
proceeds may not, however, offset the loss of revenues and operating
profits from our commercial aerostructures business in the near term, or at
all. We also expect to lose some important members of our management team
as part of this disposition. In addition, our business reputation, as well
as our relationships with various customers of our aerostructures business
that will continue to be customers of our continuing businesses, may become
more attenuated or otherwise deteriorate. Furthermore, those strategic
acquisitions that we have made since the sale of our commercial
aerostructures business or that we may undertake with the proceeds from
this disposition may not work out well and may have an adverse effect upon
our business and financial results.
USE OF PROCEEDS
We will not receive any cash proceeds from the issuance of the common
stock being offered hereby. The Comptek Research debentures being converted
will, upon issuance of the common stock, be extinguished.
PLAN OF DISTRIBUTION
We will issue shares of our common stock upon conversion of the
outstanding Comptek Research 8 1/2% Convertible Subordinated Debentures by
the holders of the debentures.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
us by John H. Mullan, Corporate Vice President and Secretary of Northrop
Grumman. Mr. Mullan is paid a salary by us, is a participant in various
employee benefit plans offered to our employees generally and owns and has
options to purchase shares of Northrop Grumman common stock.
EXPERTS
The consolidated financial statements as of December 31, 1999 and 1998
and for each of the three years in the period ended December 31, 1999 and
the related financial statement schedule incorporated in this prospectus by
reference from Northrop Grumman's Current Report on Form 8-K dated August
8, 2000 have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their report, which is incorporated herein by reference, and
have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
With respect to the unaudited interim financial information as of
March 31, 2000, June 30, 2000 and September 30, 2000 and for the periods
ended March 31, 2000 and 1999, June 30, 2000 and 1999 and September 30,
2000 and 1999 which is incorporated herein by reference, Deloitte & Touche
LLP have applied limited procedures in accordance with professional
standards for a review of such information. However, as stated in their
reports included in Northrop Grumman's Current Report on Form 8-K dated
August 8, 2000 and Northrop Grumman's Quarterly Report on Form 10-Q for the
periods ended March 31, 2000, June 30, 2000 and September 30, 2000 and
incorporated by reference herein, they did not audit and they do not
express an opinion on that interim financial information. Accordingly, the
degree of reliance on their report on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933 for their reports on the unaudited interim financial
information because those reports are not "reports" or a "part" of the
registration statement prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Act.
The consolidated financial statements and schedule of Comptek Research
as of March 31, 2000 and 1999 and for each of the years in the three-year
period ended March 31, 2000, have been incorporated by reference herein and
in the registration statement in reliance on the reports of KPMG LLP,
independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
With respect to the unaudited interim financial information of Comptek
Research, Inc. and subsidiaries for the periods ended June 30, 2000 and
1999, incorporated by reference herein, KPMG LLP have reported that they
applied limited procedures in accordance with professional standards for a
review of such information. However, their separate report included in
Comptek Research's quarterly report on Form 10-Q for the quarter ended June
30, 2000, and incorporated by reference herein, states that they did not
audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their report on such
information should be restricted in light of the limited nature of the
procedures applied. KPMG LLP is not subject to the liability provisions of
Section 11 of the Securities Act of 1933 for their report on the unaudited
interim financial information because that report is not a "report" or a
"part" of the registration statement prepared or certified by an accountant
within the meaning of Sections 7 and 11 of the Act.
WHERE YOU CAN FIND MORE INFORMATION
We file reports and other information with the SEC on a regular basis
that contain financial information and results of operations. You may read
and copy materials that we have filed with the SEC at the SEC's public
reference room at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, DC 20549. You can also obtain copies of filed documents, at
prescribed rates, by mail from the Public Reference Section of the SEC at
its Judiciary Plaza location, listed above, or by telephone at
1-800-SEC-0330, or electronically through the SEC's Web Site at
http://www.sec.gov.
Our common stock is listed on the New York Stock Exchange and the
Pacific Stock Exchange under the symbols "NOC." Our SEC filings can also be
read and obtained at the following addresses:
The New York Stock Exchange Pacific Exchange
11 Wall Street 301 Pine Street
New York, NY 10005 San Francisco, CA 94104
We furnish our shareholders with annual reports containing our audited
financial statements and with proxy material for our annual meetings
complying with the proxy requirements of the Securities Exchange Act of
1934.
We have filed a post-effective amendment on Form S-3 to a registration
statement on Form S-4 (No. 333-40862) in order to maintain an effective
registration statement until such time as the Comptek Research debentures
may be converted into shares of Northrop Grumman Common Stock. This
prospectus is part of that Form S-3. This prospectus does not contain all
of the information contained in the registration statement, certain
portions of which have been omitted as permitted by SEC rules. While
complete in material respects, descriptions of documents in this prospectus
are nonetheless summaries. Please refer to the full text of documents filed
as exhibits for complete descriptions.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by Northrop Grumman with the SEC are
hereby incorporated by reference:
o Annual Report on Form 10-K for the fiscal year ended December 31,
1999, as filed on February 24, 2000.
o Quarterly Reports on Form 10-Q for the period ended March 31,
2000, as filed on May 9, 2000, for the period ended June 30,
2000, as filed on August 11, 2000, and for the period ended
September 30, 2000, as filed on November 6, 2000.
o Proxy Statement for the Annual Meeting of Stockholders held on
May 17, 2000, as filed on April 3, 2000.
o The description of Northrop Grumman's common stock set forth in
Northrop Grumman's registration statement on Form 8-A filed by
Northrop Grumman on September 22, 1988 pursuant to Section 12 of
the Securities Exchange Act of 1934, including any amendment or
report filed for purposes of updating the description.
o Tender Offer Statement on Schedule TO, as filed on July 6, 2000,
as amended.
o Current Report on Form 8-K as filed on August 8, 2000.
o Registration Statement on Form S-4 (registration no. 333-40862)
filed with the SEC on August 22, 2000, as amended.
o Post-Effective Amendment No. 1 to Form S-4 on Form S-8
(registration No. 333-40862-01) filed with the SEC on September
19, 2000.
The following documents filed by Comptek with the SEC are hereby
incorporated by reference:
o Annual Report on Form 10-K for the fiscal year ended March 31,
2000, as filed on June 27, 2000 and as amended.
o Quarterly Report on Form 10-Q for the period ended June 30, 2000,
as filed on August 11, 2000.
o The description of Comptek's common stock set forth in Comptek's
registration statement on Form 8-A filed by Comptek on July 1,
1987 pursuant to Section 12 of the Exchange Act, including any
amendment or report filed for purposes of updating the
description.
o Current Report on Form 8-K, as filed on June 12, 2000.
o Current Report on Form 8-K, as filed on June 22, 2000.
o Solicitation/Recommendation Statement on Schedule 14D-9, as filed
on July 6, 2000, as amended.
Subsequent Filings
All documents filed by us and Comptek pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
document. These include periodic reports, such as annual reports on Form
10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as
well as proxy statements.
Documents incorporated by reference are available without charge upon
request to:
Investor Relations Investor Relations
Northrop Grumman Corporation Comptek Research, Inc.
1840 Century Park East 2732 Transit Road
Los Angeles, California 90067 Buffalo, New York 14224
(310) 553-6262 (716) 677-4070
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Northrop Grumman Inc. will pay all expenses incident to the sale of
shares being registered other than any commissions and discounts of
underwriters, dealers or agents and any transfer taxes. Such expenses are
set forth in the following table. All of the amounts shown are estimates
except the SEC registration fee.
SEC registration fee......................... $ *
Legal fees and expenses...................... $30,000
Accounting fees and expenses................. $ 3,000
Miscellaneous expenses....................... $ 0
Total................................... $33,000
============
* Not applicable
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law (the "DGCL") authorizes
corporations to limit or eliminate the personal liability of directors to
the corporation and its stockholders for monetary damages in connection
with the breach of a director's fiduciary duty of care. The duty of care
requires that, when acting on behalf of the corporation, directors must
exercise informed business judgment based on all material information
reasonably available to them. Absent the limitation authorized by the DGCL,
directors could be accountable to corporations and their stockholders for
monetary damages for conduct that does not satisfy such duty of care.
Although the DGCL does not change a director's duty of care, it enables
corporations to limit available relief to equitable remedies such as
injunction or rescission. Northrop Grumman's certificate of incorporation
limits the liability of directors to the corporation or its stockholders to
the fullest extent permitted by the DGCL as in effect form time to time.
Specifically, directors of Northrop Grumman will not be personally liable
for monetary damages for breach of a fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of loyalty to the
corporation or to its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL or (iv) for any transaction from
which the director derives any improper personal benefit.
The bylaws of Northrop Grumman provide that the corporation shall
indemnify its officers, directors and employees to the fullest extent
permitted by the DGCL. Northrop Grumman believes that indemnification under
its bylaws covers at least negligence and gross negligence on the part of
the indemnified parties.
Northrop Grumman has entered into an agreement with each of its
directors and certain of its officers indemnifying them to the fullest
extent permitted by the foregoing. Northrop Grumman has also purchased
director and officer liability insurance.
ITEM 16. EXHIBITS
The following is a list of all exhibits filed as part of this
registration statement:
Exhibit
Number Exhibit Description
- ------ -------------------
2.1 Agreement and Plan of Merger, dated as of June 12, 2000,
among Northrop Grumman Corporation, Comptek Research, Inc.
and Yavapai Acquisition Corp (incorporated by reference to
Annex B to Northrop Grumman's Registration Statement on Form
S-4 (Reg. No. 333-40862) dated August 22, 2000).
2.1A First Amendment to Agreement and Plan of Merger, dated as of
August 7, 2000, among Northrop Grumman Corporation, Comptek
Research, Inc. and Yavapai Acquisition Corp. (incorporated by
reference to Exhibit 2.1A to Northrop Grumman's Registration
Statement on Form S-4 (Reg. No. 333-40862) dated August 22,
2000).
2.2 Tender Agreement, dated as of June 15, 2000, among Yavapai
Acquisition Corp. and the shareholders listed in the
signature pages thereto (incorporated by reference to Annex C
to Northrop Grumman's Registration Statement on From S-4
(Reg. No. 333-40862) dated August 22, 2000).
4.1 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.8 of Northrop Grumman's Registration Statement on
Form S-3 (33-85633), dated August 20, 1999).
4.2 Indenture between Comptek Research, Inc. and Bank of New
York, as Trustee, dated March 24, 1999 (incorporated by
reference to Exhibit 4.1(a) to Comptek Research, Inc.'s
Registration Statement on Form S-3 (Reg. No. 333-77045) dated
April 26, 1999).
4.3* First Supplemental Indenture between Comptek Research, Inc.,
Northrop Grumman Corporation and Bank of New York, as
Trustee, dated November 7, 2000.
5.1* Opinion of John H. Mullan regarding the validity of the
securities being registered.
15.1* Letter from Independent Accountant regarding unaudited
accounting information for Northrop Grumman.
15.2* Letter from Independent Accountant regarding unaudited
accounting information for Comptek Research.
23.1* Consent of Deloitte & Touche, LLP for Northrop Grumman.
23.2* Consent of KPMG LLP for Comptek Research.
23.3 Consent of John H. Mullan (included in opinion filed
as Exhibit 5.1).
24.1 Power of Attorney (incorporated by reference to Northrop
Grumman's Registration Statement on Form S-4 (Reg. No.
333-40862) dated August 22, 2000)
- ----------
* Filed herewith
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the registration statement
is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with
or furnished to the SEC by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to
include any financial statements required by Section
210.3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial
statements and information otherwise required by Section
10(a)(3) of the Act need not be furnished, provided that the
registrant includes in the prospectus, by means of a
post-effective amendment, financial statements required
pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the
prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a
post-effective amendment need not be filed to include
financial statements and information required by Section
10(a)(3) of the Act or Section 210.3-19 of this chapter if
such financial statements and information are contained in
periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference on the Form F-3.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended ("Act") may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunder duly authorized in the City of Los Angeles, State of California
on November 13, 2000.
Northrop Grumman Corporation
By: /s/ John H. Mullan
------------------------------------
John H. Mullan
Attorney in Fact*
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Kent Kresa Chairman of the Board, November 13, 2000
- ---------------------------- President and Chief
Kent Kresa* Executive Officer and
Director (Principal
Executive Officer)
/s/ Richard B. Waugh, Jr. Corporate Vice President and November 13, 2000
- ---------------------------- Chief Financial Officer
Richard B. Waugh, Jr.* (Principal Financial
Officer and Principal
Accounting Officer)
/s/ Jack R. Borsting Director November 13, 2000
- ----------------------------
Jack R. Borsting*
/s/ John T. Chain, Jr. Director November 13, 2000
- ----------------------------
John T. Chain, Jr.*
/s/ Vic Fazio Director November 13, 2000
- ----------------------------
Vic Fazio*
Signature Title Date
--------- ----- ----
/s/ Phillip Frost Director November 13, 2000
- ----------------------------
Phillip Frost*
/s/ Robert A. Lutz Director November 13, 2000
- ----------------------------
Robert A. Lutz*
/s/ Aulana L. Peters Director November 13, 2000
- ----------------------------
Aulana L. Peters*
/s/ John E. Robson Director November 13, 2000
- ----------------------------
John E. Robson*
/s/ Richard M. Rosenberg Director November 13, 2000
- ----------------------------
Richard M. Rosenberg*
/s/ John Brooks Slaughter Director November 13, 2000
- ----------------------------
John Brooks Slaughter*
/s/ Richard J. Stegemeier Director November 13, 2000
- ----------------------------
Richard J. Stegemeier*
Director November 13, 2000
- ----------------------------
Charles R. Larson
*By: John H. Mullan November 13, 2000
------------------------
Attorney in Fact
* By authority of powers of
attorney filed with this
registration statement
EXHIBIT INDEX
Exhibit
Number Exhibit Description Location
- ------ ------------------- --------
2.1 Agreement and Plan of Merger, dated as of June Incorporated
12, 2000, among Northrop Grumman Corporation, by reference.
Comptek Research, Inc. and Yavapai Acquisition
Corp.
2.1A First Amendment to Agreement and Plan of Merger, Incorporated
dated as of August 7, 2000, among Northrop by reference.
Grumman Corporation, Comptek Research, Inc.
and Yavapai Acquisition Corp.
2.2 Tender Agreement, dated as of June 15, 2000, Incorporated
among Yavapai Acquisition Corp. and the by reference.
shareholders listed in the signature pages
thereto.
4.1 Specimen Common Stock Certificate. Incorporated
by reference.
4.2 Indenture between Comptek Research, Inc. and Incorporated
Bank of New York, as Trustee, dated March 24, by reference.
1999.
4.3 First Supplemental Indenture between Comptek Filed herewith.
Research, Inc., Northrop Grumman Corporation and
Bank of New York, as Trustee, dated November 7,
2000.
5.1 Opinion of John H. Mullan regarding the validity Filed herewith.
of the securities being registered.
15.1 Letter from Independent Accountant regarding Filed herewith.
unaudited accounting information (for Northrop
Grumman).
15.2 Letter from Independent Accountant regarding Filed herewith.
unaudited accounting information (for Comptek
Research).
23.1 Consent of Deloitte & Touche, LLP for Northrop Filed herewith.
Grumman.
23.2 Consent of KPMG LLP for Comptek Research. Filed herewith.
23.3 Consent of John H. Mullan. Filed herewith.
24.1 Power of Attorney Incorporated
by reference.
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF NOVEMBER 7, 2000
BY AND AMONG
COMPTEK RESEARCH, INC.,
NORTHROP GRUMMAN CORPORATION
AND
THE BANK OF NEW YORK,
AS TRUSTEE
TO
INDENTURE
DATED AS OF MARCH 24, 1999
BETWEEN
COMPTEK RESEARCH, INC.
AND
THE BANK OF NEW YORK,
AS TRUSTEE
----------------------------------
8-1/2% CONVERTIBLE SUBORDINATED DEBENTURES
DUE 2004
----------------------------------
FIRST SUPPLEMENTAL INDENTURE
----------------------------
FIRST SUPPLEMENTAL INDENTURE, dated as of November 7, 2000 (this
"Supplemental Indenture"), by and among Comptek Research, Inc., a New York
corporation (the "Company"), Northrop Grumman Corporation, a Delaware
corporation ("Northrop Grumman"), and The Bank of New York, a New York
banking corporation, as trustee (the "Trustee"), under that certain
Indenture, dated as of March 24, 1999 (the "Indenture"), by and between the
Company and the Trustee.
WHEREAS, the Company and the Trustee have heretofore executed and
delivered the Indenture providing for the issuance by the Company of up to
$20,000,000.00 in aggregate principal amount of 8-1/2% Convertible
Subordinated Debentures Due 2004 (the "Securities"), approximately
$5,000,000.00 of which are currently issued and outstanding;
WHEREAS, on August 31, 2000, Yavapai Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Northrop Grumman ("Merger
Sub"), merged with and into the Company (the "Merger"; the merged entity is
hereinafter sometimes referred to as the "Surviving Corporation") pursuant
to the provisions of that certain Agreement and Plan of Merger, dated as of
June 12, 2000, among Northrop Grumman, Merger Sub and the Company, as
amended as of August 7, 2000 (the "Merger Agreement");
WHEREAS, pursuant to the Merger Agreement, at the time of the
effectiveness of the Merger, and as a result of the Merger, each issued and
outstanding share of common stock, par value $0.02 per share, of the
Company ("Company Common Stock"), other than those shares of Company Common
Stock owned by Northrop Grumman, any subsidiaries of Northrop Grumman or
the Company or held by the Company as treasury shares and those as to which
appraisal rights, if any, have been exercised, were converted into the
right to receive 0.2799 validly issued, fully paid and nonassessable shares
of common stock, par value $1.00 per share, of Northrop Grumman ("Northrop
Grumman Common Stock");
WHEREAS, Section 10.10 of the Indenture requires that, as a result of
the Merger, the Surviving Corporation shall execute and deliver to the
Trustee a supplemental indenture providing: (i) that the holder of each
Security then outstanding shall have the right thereafter, during the
period such Security shall be convertible as specified in Section 10.1 of
the Indenture, to convert such Security into the number of shares of
Northrop Grumman Common Stock receivable in the Merger by a holder of the
number of shares of Company Common Stock into which such Security might
have been converted immediately prior to the Merger; and (ii) for
adjustments which, for events subsequent to the effective date of such
supplemental indenture, shall be as nearly as equivalent as may be
practicable to the adjustments provided in Article X of the Indenture; and
WHEREAS, all things necessary to make this First Supplemental
Indenture a valid amendment of and supplement to the Indenture have been
done.
NOW, THEREFORE, in order to comply with the requirements of the
Indenture, the Company and Northrop Grumman covenant and agree with the
Trustee for the equal and proportionate benefit, security and protection of
the respective holders from time to time of the Securities, as follows:
ARTICLE I
MODIFICATIONS OF THE INDENTURE
------------------------------
Section 1.01. The definition of "Affiliate" in Section 1.01 of the
Indenture is hereby amended and restated in its entirety as follows:
"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling or controlled by or under direct or
indirect common control with the first Person. For the purposes of this
definition, "control" (including, with correlative meanings, the terms
"controlled by" and "under common control with"), as used with respect to
any Person, shall mean the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities or by agreement
or otherwise.
Section 1.02. The definition of "Closing Price" in Section 1.01 of the
Indenture is hereby amended and restated in its entirety as follows:
"Closing Price" means with respect to the shares of Capital Stock of
Northrop Grumman on any day, (i) the reported last sale price regular way
or, in case no such reported sale takes place on such day, the average of
the reported closing bid and asked prices regular way, in either case on
the New York Stock Exchange (the "NYSE"), or (ii) if the shares of Capital
Stock are not listed or admitted to trading on the NYSE, the reported last
sale price regular way or, in case no such reported sale takes place on
such day, the average of the reported closing bid and asked prices regular
way, in either case on the principal national securities exchange on which
the shares of Capital Stock are listed or admitted to trading, or (iii) if
the shares of Capital Stock are not listed or admitted to trading on any
national securities exchange, the average of the closing bid and asked
prices as furnished by any NYSE member firm selected from time to time by
the Company for that purpose.
Section 1.03. The definition of "Subsidiary" in Section 1.1 of the
Indenture is hereby amended and restated in its entirety as follows:
"Subsidiary" means, with respect to any Person, any other Person the
majority of whose voting stock is owned by the first Person or a subsidiary
of the first Person. Voting stock is Capital Stock having voting power
under ordinary circumstances to elect directors or similar positions.
Section 1.04. Section 13.2 of the Indenture is hereby amended by
inserting the following notice provision following the words "Attention:
Corporate Trust Department" in the first paragraph thereof:
"if to Northrop Grumman:
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067
Attention: Treasurer"
ARTICLE II
CONVERSION
----------
Section 2.01. In accordance with Section 10.10 of the Indenture and
Section 10.05 of the Merger Agreement, Northrop Grumman hereby expressly
assumes the due and punctual performance and observance of all of the
terms, covenants and conditions of Article X of the Indenture to be kept or
performed by the Company.
Section 2.02. Section 10.1 of the Indenture is hereby amended and
restated in its entirety as follows:
"Subject to the provisions of Paragraph 8 of the Securities, the
Holder of any Security or Securities shall have the right, at such Holder's
option, at any time after the Effective Time and before the close of
business on April 1, 2004 (except that, with respect to any Security or
portion of a Security which shall be called for redemption, such right
shall terminate at the close of business on the Redemption Date fixed for
redemption of such Security or portion of a Security unless the Company
shall default in payment due upon redemption thereof), to convert, subject
to the terms and provisions of this Article X, the principal of any such
Security or Securities or any portion thereof which is $1,000 principal
amount or an integral multiple thereof into shares of common stock of
Northrop Grumman Corporation, $1.00 par value per share ("Common Stock"),
initially at the conversion price per share of $33.940693 or, in case an
adjustment of such price has taken place pursuant to the provisions of
Section 10.4, then at the price as last adjusted (such price or adjusted
price being referred to herein as the "conversion price"), upon surrender
of the Security or Securities, the principal of which is so to be
converted, accompanied by written notice of conversion duly executed, to
the Company, at any time during usual business hours at the office or
agency maintained by it for such purpose, and, if so required by the
Conversion Agent or Registrar, accompanied by a written instrument or
instruments of transfer in form satisfactory to the Conversion Agent or
Registrar duly executed by the Holder or his duly authorized representative
in writing. For convenience, the conversion of any portion of the principal
of any Security or Securities into shares of Common Stock is hereinafter
sometimes referred to as the conversion of such Security or Securities.
Section 2.03. Pursuant to Article X of the Indenture, Northrop Grumman
shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under Article X of the Indenture with the same effect
as if Northrop Grumman had been named as the Company therein.
Section 2.04. Securities authenticated and delivered on and after the
date hereof shall bear the following notation which may be stamped or
typewritten thereon:
"On August 31, 2000, pursuant to a definitive merger agreement,
Comptek Research, Inc. ("Comptek") became a wholly owned
subsidiary of Northrop Grumman Corporation ("Northrop Grumman"),
which issued 0.2799 shares of its common stock, par value $1.00
per share ("Northrop Grumman Common Stock"), in exchange for each
outstanding share of common stock, par value $0.02 per share, of
Comptek (said merger hereinafter referred to as the "Merger").
Northrop Grumman has assumed the due and punctual performance of
every covenant contained in Article X of the Indenture on the
part of Comptek to be performed or observed. Accordingly,
notwithstanding anything to the contrary in Section 8 hereof, on
and after August 31, 2000, each holder of $1,000 in principal
amount or any integral multiple thereof of Securities outstanding
shall have the right to convert such $1,000 in principal amount
or any integral multiple thereof of the Securities only into
shares of Northrop Grumman Common Stock at the Conversion Price
(as defined below), and cash in lieu of fractional shares of
Northrop Grumman Common Stock, which is the kind and amount of
stock, securities and other property receivable upon the Merger
by a holder of the number of shares of common stock into which
such $1,000 in principal amount or any integral multiple thereof
of the Securities might have been converted immediately prior to
the Merger. "Conversion Price" shall mean $33.940693 per share,
subject to adjustments which shall be as nearly equivalent as
practicable to the adjustments provided for in Section 10.4 of
the Indenture."
If the Company shall so determine, new Securities so modified as to
conform to the Indenture as hereby supplemented, in form satisfactory to
the Trustee, may at any time hereafter be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Securities then outstanding, and thereafter the notation herein provided
shall no longer be required. Anything herein or in the Indenture to the
contrary notwithstanding, the failure to affix the notation herein provided
to any Security or to exchange any Security for a new Security modified as
herein provided shall not affect any of the rights of the holder of such
Security.
ARTICLE III
MISCELLANEOUS
-------------
Section 3.01. Northrop Grumman hereby represents and warrants to the
Trustee and to the holders of the Securities as follows:
(a) Northrop Grumman is a corporation organized and existing
under the laws of Delaware.
(b) This Supplemental Indenture has been duly authorized,
executed and delivered by Northrop Grumman and constitutes a valid and
legally binding obligation of Northrop Grumman, enforceable against
Northrop Grumman in accordance with its terms, except as enforcement
may be limited by bankruptcy, insolvency, moratorium, reorganization
or similar laws relating to creditors rights generally and by general
equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
Section 3.02. The Trustee accepts the trusts in this Supplemental
Indenture declared and provided upon the terms and conditions set forth in
the Indenture. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or the due execution hereof by Northrop Grumman or
for or in respect of the recitals and statements contained herein, all of
which recitals and statements are made solely by Northrop Grumman.
Section 3.03. Except as hereby expressly modified, the Indenture and
the Securities issued thereunder are in all respects ratified and confirmed
and all of the terms, conditions and provisions thereof shall remain in
full force and effect.
Section 3.04. The recitals contained herein shall be taken as the
statement of Northrop Grumman and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Supplemental Indenture or as to the validity, value,
kind or amount of any shares of Capital Stock, or of any securities or
property, which may at any time be issued or delivered upon the conversion
of any Security.
Section 3.05. This Supplemental Indenture shall be effective as of the
date first above written.
Section 3.06. Unless otherwise defined herein, or unless the context
otherwise requires, the terms used herein shall have the respective
meanings assigned to them in the Indenture.
Section 3.07. The parties may sign multiple counterparts of this
Supplemental Indenture. Each signed counterpart shall be deemed an
original, but all of them together represent the same agreement.
Section 3.08. The laws of the State of New York shall govern this
Supplemental Indenture without regard to principles of conflicts of law.
Each of the parties hereto agrees to submit to the jurisdiction of the
Courts of the State of New York and the U.S. Federal Courts, in each case
sitting in the Erie County, New York, and waives any objection as to venue
or forum non conveniens.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first written above.
NORTHROP GRUMMAN CORPORATION
By: /s/ Albert F. Myers
--------------------------------
Name: Albert F. Myers
Title: Corporate Vice President &
Treasurer
COMPTEK RESEARCH, INC.
By: /s/ Laura Benedetti
--------------------------------
Name:
Title:
THE BANK OF NEW YORK, as Trustee
By: /s/ Derek Kettel
--------------------------------
Name: Derek Kettel
Title: Agent
EXHIBIT 5.1
[LETTERHEAD OF NORTHROP GRUMMAN CORPORATION]
November 8, 2000
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067
Ladies and Gentlemen:
I am a member of the bars of the States of New York and California. I am
also Corporate Vice President and Secretary of Northrop Grumman
Corporation, a Delaware corporation (the "Company"). I am familiar with
Post-Effective Amendment No. 2 to the Form S-4 on Form S-3 Registration
Statement (the "Registration Statement") (the "Post-Effective Amendment")
being filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, in connection with the
Company's registration of shares of common stock, par value $1.00 per share
(the "Common Stock"), to be issued in exchange for common stock, par value
$.02 per share ("Comptek Shares"), of Comptek Research, Inc., a New York
corporation ("Comptek").
I have examined the Company's certificate of incorporation and bylaws and
originals or copies certified or otherwise identified to my satisfaction of
such other documents, corporate records, certificates of public officials
and other instruments as I have deemed necessary or advisable for the
purpose of rendering this opinion.
Based on the foregoing, I am of the opinion that the Common Stock will,
when issued in exchange for Comptek Shares as contemplated by the
prospectus (the "Prospectus") forming part of the Post-Effective Amendment,
be duly authorized, validly issued, fully paid and non-assessable.
I hereby consent to the use of my name under the caption "Legal Matters" in
the Prospectus and to the inclusion of this opinion as an exhibit to the
Post-Effective Amendment.
Very truly yours,
/s/ John H. Mullan
John H. Mullan
EXHIBIT 15.1
LETTER FROM INDEPENDENT ACCOUNTANTS REGARDING UNAUDITED INTERIM FINANCIAL
INFORMATION
Northrop Grumman Corporation
Los Angeles, California
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited
interim financial information of Northrop Grumman Corporation and
subsidiaries for the periods ended March 31, 2000 and 1999, as indicated in
our report dated April 24, 2000, except for the discontinued operations
footnote, as to which the date is July 24, 2000, for the periods ended June
30, 2000 and 1999, as indicated in our report dated July 24, 2000, for the
periods ended September 30, 2000 and 1999, as indicated in our report dated
October 18, 2000; because we did not perform an audit, we expressed no
opinion on that information.
We are aware that our reports referred to above, which were included in
your Current Report on Form 8-K, dated August 8, 2000 and your Quarterly
Reports on Form 10-Q for the quarters ended June 30, 2000 and September 30,
2000 are being incorporated by reference in the Registration Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c)
under the Securities Act of 1933, are not considered a part of the
Registration Statement prepared or certified by an accountant or a report
prepared or certified by an accountant within the meaning of Sections 7 and
11 of the Act.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Los Angeles, California
November 13, 2000
EXHIBIT 15.2
Comptek Research, Inc.
Buffalo, New York
Ladies and Gentlemen:
Re: Registration Statement No. 333-40862
With respect to the subject registration statement, we acknowledge our
awareness of the use therein of our report dated July 21, 2000 related to
our review of the interim financial information of Comptek Research, Inc.
and subsidiaries, as of and for the period ended June 30, 2000.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is
not considered part of the registration statement prepared or certified by
an accountant under the meaning of sections 7 and 11 of the Act.
Very truly yours,
/s/ KPMG LLP
November 13, 2000
Buffalo, New York
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 2 to the Registration Statement No. 333-40862 of the Northrop
Grumman Corporation on Form S-3 of our report dated January 26, 2000,
except for the discontinued operations footnote, as to which the date is
July 24, 2000 appearing in the Current Report on Form 8-K of Northrop
Grumman Corporation dated August 8, 2000, and to reference to us under the
heading "Experts" in the prospectus, which is part of this Registration
Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Los Angeles, California
November 13, 2000
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Comptek Research, Inc.:
We consent to the incorporation by reference herein of our audit reports
dated May 17, 2000, relating to the consolidated balance sheets of Comptek
Research, Inc. and subsidiaries as of March 31, 2000 and 1999 and the
related consolidated statements of income, shareholders' equity and cash
flow for each of the years in the three-year period ended March 31, 2000
and the related financial statement schedule, which audit reports appear in
the March 31, 2000, annual report on Form 10-K of Comptek Research, Inc.
and to the reference to our firm under the heading "Experts" in the
prospectus.
/s/ KPMG LLP
November 13, 2000
Buffalo, New York