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. 5)
LITTON INDUSTRIES, INC.
(Name of Subject Company (issuer))
NORTHROP GRUMMAN CORPORATION
LII ACQUISITION CORP.
NNG, INC.
(Name of Filing Persons (offeror))
Common Stock, Par Value $1.00 Per Share
(including associated rights)
(Title of Class of Securities)
538021 10 6
(CUSIP Number of Class of Securities)
Series B $2 Cumulative Preferred Stock, Par Value $5.00 Per Share
(Title of Class of Securities)
538021 40 3
(CUSIP Number of Class of Securities)
W. Burks Terry
Corporate Vice President and General Counsel
Northrop Grumman Corporation
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 the Person(s) Filing Statement)
Copy to:
Andrew E. Bogen
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
(213) 229-7159
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
[ ] Check the appropriate boxes to designate any transactions to which this
statement relates:
[X] third party tender offer [ ] going-private transaction
subject to Rule 14d-1 subject to Rule 13e-3
[ ] issuer tender offer [ ] amendment to Schedule 13D
subject to Rule 13e-4 under Rule 13d-2
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [ ]
Northrop Grumman Corporation, a Delaware corporation ("Parent"), LII
Acquisition Corp., and NNG, Inc. ("NNG"), each a Delaware corporation and wholly
owned subsidiary of Parent, hereby amend and supplement their Tender Offer
Statement on Schedule TO originally filed on January 5, 2001 (the "Schedule
TO"), as subsequently amended from time to time, with respect to the Offer to
Purchase or exchange (a) all of the issued and outstanding shares of common
stock, par value $1.00 per share (the "Common Stock") of Litton Industries,
Inc., a Delaware corporation (the "Company"), together with any associated
rights to purchase preferred stock of the Company (the "Rights," and, together
with the Common Stock, the "Common Shares") and (b) all of the outstanding
shares of Series B $2 Cumulative Preferred Stock, par value $5.00 per share (the
"Preferred Shares"), of the Company.
2
Item 1 through 11
As permitted by General Instruction F to Schedule TO, the information set
forth in the entire Registration Statement on Form S-4 filed with the SEC by
NNG, Inc. on February 1, 2001, is incorporated by reference into this Tender
Offer Statement on Schedule TO.
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented to include
the following exhibits:
(a)(1)(vi) Letter of Transmittal, Common Stock and Preferred Stock, each
dated February 1, 2001.
(a)(1)(vii) Notice of Guaranteed Delivery, Common Stock and Preferred
Stock, each dated February 1, 2001.
(a)(1)(viii) Notice to Participants in the Litton Industries Employees
Stock Purchase Plan prior to December 1, 1993, dated February 1, 2001.
(a)(1)(ix) Notice to Participants in the Litton Industries Employees
Stock Purchase Plan after November 1, 1994, dated February 1, 2001.
(a)(1)(x) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees, Common Stock and Preferred Stock, dated February 1, 2001.
(a)(1)(xi) Letter to Clients, Common Stock and Preferred Stock, each
dated February 1, 2001.
(a)(1)(xii) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(4) Registration Statement on Form S-4 filed with the SEC by NNG,
Inc. on February 1, 2001 and incorporated by this reference.
(a)(5)(ix) Summary Advertisement as published in the Wall Street Journal
on February 1, 2001.
(b)(ii) $6,000,000,000 Senior Credit Facilities Commitment Letter
dated January 30, 2001 from Credit Suisse First Boston, The Chase Manhattan Bank
and JP Morgan.
3
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.
LII ACQUISITION CORP.
By: /s/ John H. Mullan
-------------------------------------------
Name: John H. Mullan
-----------------------------------------
Title: Secretary
----------------------------------------
NORTHROP GRUMMAN CORPORATION
By: /s/ John H. Mullan
------------------------------------------
Name: John H. Mullan
----------------------------------------
Title: Corporate Vice President and Secretary
---------------------------------------
NNG, INC.
By: /s/ John H. Mullan
-------------------------------------------
Name: John H. Mullan
-----------------------------------------
Title: Corporate Vice President and Secretary
----------------------------------------
Dated: February 1, 2001
4
EXHIBIT INDEX
(a)(1)(i)* Offer to Purchase, dated January 5, 2001.
(a)(1)(ii)* Letter of Transmittal, Common Stock and Preferred Stock, each
dated January 5, 2001.
(a)(1)(iii)* Notice of Guaranteed Delivery, Common Stock and Preferred Stock,
each dated January 5, 2001.
(a)(1)(iv)* Notice to Participants in the Litton Industries Employees Stock
Purchase Plan prior to December 1, 1993, dated January 5, 2001.
(a)(1)(v)* Notice to Participants in the Litton Industries Employees Stock
Purchase Plan after November 1, 1994, dated January 5, 2001.
(a)(1)(vi) Letter of Transmittal, Common Stock and Preferred Stock, each
dated February 1, 2001.
(a)(1)(vii) Notice of Guaranteed Delivery, Common Stock and Preferred Stock,
each dated February 1, 2001.
(a)(1)(viii) Notice to Participants in the Litton Industries Employees Stock
Purchase Plan prior to December 1, 1993, dated February 1, 2001.
(a)(1)(ix) Notice to Participants in the Litton Industries Employees Stock
Purchase Plan after November 1, 1994, dated February 1, 2001.
(a)(1)(x) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
other Nominees, Common Stock and Preferred Stock, dated February
1, 2001.
(a)(1)(xi) Letter to Clients, Common Stock and Preferred Stock, each dated
February 1, 2001.
(a)(1)(xii) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(2) None.
(a)(3) Not applicable.
(a)(4) Registration Statement on Form S-4 filed with the SEC by NNG, Inc.
on February 1, 2001 and incorporated by this reference.
(a)(5)(i)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
other Nominees, Common Stock and Preferred Stock, dated January 5,
2001.
(a)(5)(ii)* Letter to Clients, Common Stock and Preferred Stock, each dated
January 5, 2001.
(a)(5)(iii)* Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(5)(iv)* Press release issued by Parent on December 21, 2000 (incorporated
by reference to Schedule TO-C filed with the Securities and
Exchange Commission on December 20, 2000).
(a)(5)(v)* Summary Advertisement as published in the Wall Street Journal on
January 5, 2001.
(a)(5)(vi)* Press release issued by Parent on January 8, 2001.
(a)(5)(vii)* Press release issued by Parent on January 16, 2001.
(a)(5)(viii)* Joint Press release issued by Parent and the Company on
January 24, 2001.
(a)(5)(ix) Summary Advertisement as published in the Wall Street Journal
on February 1, 2001.
(b)(i)* Financing Commitment Letter dated December 20, 2000 from Credit
Suisse First Boston and The Chase Manhattan Bank relating to
$6,000,000,000 aggregate principal amount of senior credit
facilities.
(b)(ii) $6,000,000,000 Senior Credit Facilities Commitment Letter dated
January 30, 2001 from Credit Suisse First Boston, The Chase
Manhattan Bank and JP Morgan.
(c) Not applicable.
(d)(1)* Merger Agreement, dated as of December 21, 2000, by and among
Parent, Purchaser and the Company.
(d)(2)* Confidentiality Agreement dated June 23, 2000, between Parent and
the Company.
(d)(3)* Letter Agreement dated December 21, 2000, between Ronald D. Sugar
and Parent.
(d)(4)* Amended and Restated Agreement and Plan of Merger dated as of
January 23, 2001 among Northrop Grumman Corporation, Litton
Industries, Inc., NNG, Inc. and LII Acquisition Corp.
(d)(5)* Stockholder's Agreement dated as of January 23, 2001 among
Northrop Grumman Corporation, NNG, Inc. and Unitrin, Inc.
(d)(6)* Registration Rights Agreement dated as of January 23, 2001 by and
among Northrop Grumman Corporation, NNG, Inc. and Unitrin, Inc.
(e) Not applicable.
(f)* Section 262 of the Delaware General Corporation Law (included as
Schedule II to the Offer to Purchase).
(g) None.
(h) None.
* Previously filed.
5
For holders of shares of common stock of Litton Industries, Inc.
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
(together with associated rights)
of
Litton Industries, Inc.
for
any of the following, at the election of tendering holders of Common Stock
$80.00 net per share, in cash, not subject to proration
or
$80.25 in market value (as described in the Offer) of shares of NNG, Inc.
Common Stock,
subject to proration
or
0.80 shares of NNG, Inc. Series B Preferred Stock,
subject to proration
Pursuant to the Offer to Purchase or Exchange
Dated February 1, 2001
of
NNG, INC.
a wholly owned subsidiary of
Northrop Grumman Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, MARCH 1, 2001, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
EQUISERVE TRUST COMPANY
By Mail: By Hand: By Overnight Delivery:
EQUISERVE TRUST COMPANY EQUISERVE TRUST COMPANY EQUISERVE TRUST COMPANY
P.O. Box 842010 c/o Securities Transfer and 40 Campanelli Drive
Boston, Massachusetts 02284-2010 Reporting Services, Inc. Braintree, Massachusetts 02184
100 William Street--Galleria
New York, New York 10038
By Facsimile Transmission: Confirm Receipt of Facsimile
(for Eligible Institutions
Only) by Telephone Only:
(781) 575-4826 (781) 575-4816
or
(781) 575-4827
Delivery of this Letter of Transmittal to an address other than as set forth
above, or transmissions of instructions via a facsimile number other than as
set forth above, will not constitute a valid delivery. The instructions
accompanying this Letter of Transmittal should be read carefully before this
Letter of Transmittal is completed. You must sign this Letter of Transmittal in
the appropriate space provided therefor, with signature guarantee if required,
and complete the substitute form W-9 set forth below. See Instruction 9.
This Letter of Transmittal is to be used for the tender of Litton common
stock. Tendering stockholders must utilize this form to:
. select among cash, NNG common stock and NNG preferred stock to be
exchanged for tendered shares; and
. elect among Alternatives A, B and C with respect to tenders for NNG
preferred stock and between Alternatives A and B with respect to tenders
for NNG common stock, in case proration is required.
Any holder who completes this Letter of Transmittal and tenders shares of
Litton common stock without specifying that such holder desires to receive
shares of NNG common stock or NNG preferred stock, will be deemed to have
requested Cash for the shares of Litton common stock so tendered.
LITTON COMMON STOCK TENDERED FOR CASH
Each holder of Litton common stock who elects to receive cash for such
shares will receive $80.00 for each share so tendered.
Holders of shares of Litton common stock who previously completed and
returned the Letter of Transmittal sent with the offer to purchase dated
January 5, 2001 (the "Original Letter of Transmittal") tendering their shares
of Litton common stock and who continue to desire to exchange for Cash the same
number of shares of Litton common stock as requested in the Original Letter of
Transmittal do not need to take any action. Such tenders will be assigned to
NNG.
Please indicate below the number of shares of Litton common stock tendered
herewith for cash by filling in the requested information in the following
chart:
Litton Common Stock Certificate(s)
and Share(s) of Litton common stock
Name(s) and address(es) of registered holder(s) tendered
(Please fill in exactly as name(s) appear(s) on (attach additional list if necessary).
Litton Common Stock Certificate(s)) See Instruction 3.
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Total Number Number of
of Shares of Shares of
Litton Litton common Litton
Common Stock stock common stock
Certificate Represented by Tendered for
Number(s)* Certificate(s) cash**
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Total shares
of Litton
common stock
* Need not be completed by stockholder delivering by book-entry transfer.
** Unless otherwise indicated it will be assumed that all Litton common stock
evidenced by any certificates delivered to the Depositary are being tendered
for cash. See Instruction 4.
LITTON COMMON STOCK TENDERED FOR SHARES
OF NNG COMMON STOCK OR NNG PREFERRED STOCK
Holders who desire to exchange shares of Litton common stock for NNG common
stock or NNG preferred stock, should carefully read and understand the
following information.
The total number of shares of NNG common stock and NNG preferred stock that
will be issued in exchange for Litton common stock is limited, as described in
the Offer to Purchase. If Litton stockholders in the aggregate elect that
shares of Litton common stock be exchanged for more shares of NNG common stock
or NNG preferred stock than are available for exchange, such elections will be
reduced on a pro rata basis as described in the Offer to Purchase until the
number of shares of NNG common stock and NNG preferred stock available in the
Offer is sufficient to satisfy the remaining elections.
2
Three alternatives are available for selection by holders of Litton common
stock who elect to receive NNG preferred stock in exchange for their Litton
common stock. Two alternatives are available for selection by holders of Litton
common stock who elect to receive NNG common stock in exchange for their Litton
common stock. The three alternatives will govern the treatment of shares of
Litton common stock not exchanged by reason of proration for the class of NNG
stock selected by the tendering stockholder. The three alternatives are
described below.
Alternative A. A tendering Litton common stockholder may make an Alternative
A election with respect to Litton common stock which is tendered for either NNG
common stock or NNG preferred stock. If the total number of NNG common stock
elections (including the deemed elections referred to below) exceeds the NNG
common stock available, the Alternative A elections will first be reduced, pro
rata, to the extent necessary so that the total number of shares of NNG common
stock required for common stock elections does not exceed the NNG common stock
available. Shares subject to an Alternative A election which are not exchanged
for NNG common stock by reason of proration will be exchanged for $80.00 in
cash per share of Litton common stock. If the tendering stockholder elects to
receive NNG preferred stock, any shares subject to an Alternative A election
which are not exchanged for NNG preferred stock by reason of proration will be
deemed subject to an Alternative A common stock election.
While Alternative A may be selected by any holder of Litton common stock, it
is expected that Litton stockholders other than Unitrin, Inc./1/ will likely
find it in their interest to select either of the following alternatives which
are described below:
. Alternative B, if they wish to maximize the NNG common stock received in
the Offer; or
. Alternative C, if they wish to receive only NNG preferred stock or cash.
Alternative B. A tendering Litton common stockholder may make an Alternative
B election with respect to Litton common stock which is tendered for either NNG
common stock or NNG preferred stock. In the event that proration of elections
to receive of NNG common stock is still required after the elimination of
shares in accordance with Alternative A elections, holders of shares of Litton
common stock who elect Alternative B will have their elections to receive NNG
common stock reduced pro rata based on the number of shares covered thereby.
Shares subject to an Alternative B election which are not exchanged for NNG
common stock by reason of proration will be exchanged for $80.00 in cash per
share of Litton common stock. If the tendering Litton common stockholder elects
to receive NNG preferred stock, any shares subject to the Alternative B
election which are not exchanged for NNG preferred stock by reason of proration
will be deemed subject to an Alternative B common stock election.
Alternative C. An Alternative C election is only available for those Litton
common stockholders who elect to receive NNG preferred stock in exchange for
tendered shares of Litton common stock. Any such shares which are not exchanged
for NNG preferred stock by reason of proration will be exchanged for $80.00 in
cash per share.
If no election among the alternatives described above is made in connection
with a tender of Litton common stock for NNG common stock or NNG preferred
stock, the tendering stockholder will be deemed to have elected Alternative B.
3
Tenders for NNG Common Stock
Each holder who desires to exchange Litton common stock for NNG common
stock, must:
. specify how many shares of Litton common stock shall be exchanged for
NNG common stock; and
. specify how any shares of Litton common stock not exchanged for NNG
common stock by reason of proration shall be treated by electing
Alternative A or Alternative B, as described above.
Please indicate below the number of shares of Litton common stock tendered
herewith for NNG common stock by filling in the requested information in the
following table:
Name(s) and
address(es) of
registered
holder(s)
(Please fill in
exactly as
name(s)
appear(s) on Litton Common Stock Certificate(s)
Litton and Share(s) of Litton common stock tendered of: Number of shares
Common Stock (attach additional list if necessary). allocated to each
Certificate(s)) See Instruction 3. Alternative
- -------------------------------------------------------------------------------------------
Total No. of Shrs.
Litton Common of Litton common No. of Shrs. of
Stock stock Litton Alternative Alternative
Certificate Represented by common stock A B
Number(s)* Certificate(s) Tendered** Election Election
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Total shares of
Litton common
stock
* Need not be completed by stockholder delivering by book-entry transfer.
** Unless otherwise indicated it will be assumed that all Litton common stock
evidenced by any certificates delivered to the Depositary is being tendered.
See Instruction 4.
- -------
/1/ An Alternative A election will be made by Unitrin, as agreed in the
stockholder's agreement with respect to all of its Litton stock. By electing
Alternative A, Unitrin will assure that if other Litton stockholders do not
elect to receive all of the common stock available in the offer, Unitrin will
accept up to the remaining NNG common stock available in exchange for the
Litton shares owned by it which are not exchanged for NNG preferred stock.
4
Tenders for NNG Preferred Stock
Each holder who desires to exchange Litton common stock for NNG preferred
stock, must:,
. specify how many shares of Litton common stock shall be exchanged for
NNG preferred stock; and
. specify how any shares of Litton common stock not exchanged for NNG
preferred stock by reason of proration shall be treated by electing
Alternative A, Alternative B or Alternative C, as described above.
Please indicate below the number of shares of Litton common stock tendered
herewith for NNG preferred stock by filling in the requested information in the
following table:
Name(s) and address(es) of
registered holder(s) Litton Common Stock Certificate(s) and Share(s) of
(Please fill in exactly as name(s) Litton common stock tendered
appear(s) (attach additional list if necessary).
on hetLitton Common Stock Certificate(s)) See Instruction 3.
Name(s) and address(es) of
registered holder(s)
(Please fill in exactly as name(s) Number of shares
appear(s) allocated to each
on hetLitton Common Stock Certificate(s)) Alternative
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Litton Total No. of Shrs. of No. of Shrs. of
Common Stock Litton common stock Litton
Certificate Represented by common stock
Number(s)* Certificate(s) Tendered**
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Total shares
of
Litton common
stock
Alternative Alternative Alternative
A B C
Election Election Election
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* Need not be completed by stockholder delivering by book-entry transfer.
** Unless otherwise indicated it will be assumed that all Litton common stock
evidenced by any certificates delivered to the Depositary are being
tendered. See Instruction 4.
PREVIOUSLY TENDERED LITTON COMMON STOCK
(Completed Letter of Transmittal)
Holders of shares of Litton common stock who previously completed and
returned the Original Letter of Transmittal tendering their shares of Litton
common stock and who continue to desire to exchange for Cash the same number of
shares of Litton common stock as requested in the Original Letter of
Transmittal do not need to take any action. Such tenders will be assigned to
NNG.
Holders of shares of Litton common stock who completed and returned the
Original Letter of Transmittal tendering their shares of Litton common stock
and who desire now to exchange the shares of Litton common stock so tendered
for NNG common stock or NNG preferred stock, must:
. complete this new Letter of Transmittal;
. clearly identify below the number of shares of Litton common stock
previously tendered; and
. provide below the date of the Original Letter of Transmittal.
Number of shares of Litton common stock previously tendered
------------------------------------------------------------------
Date of Original Letter of Transmittal
5
This Letter of Transmittal is to be completed by stockholders, either if
Litton Common Stock Certificates (as defined below) are to be forwarded
herewith or, unless an Agent's Message (as defined in the Offer, as referred
to below) is utilized, if tender of Litton common stock (as defined below) is
to be made by book-entry transfer into the account of EquiServe Trust Company,
as Depositary (the "Depositary"), at The Depository Trust Company (the "Book-
Entry Transfer Facility") pursuant to the procedures set forth in of the
Offer. Stockholders who tender Litton common stock by book-entry transfer are
referred to herein as "Book-Entry Stockholders." Stockholders whose Litton
Common Stock Certificates are not immediately available or who cannot deliver
their Litton Common Stock Certificates and all other required documents to the
Depositary on or prior to the Expiration Date (as defined in the Offer), or
who cannot complete the procedure for book-entry transfer on a timely basis,
must tender their Litton common stock according to the guaranteed delivery
procedure set forth in of the Offer to Purchase. See Instruction 2. Delivery
of documents to the Book-Entry Transfer Facility does not constitute delivery
to the Depositary.
SPECIAL TENDER INSTRUCTIONS
[_]CHECK HERE IF LITTON COMMON STOCK IS BEING TENDERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE
BOOK-ENTRY TRANSFER FACILITY MAY DELIVER LITTON COMMON STOCK BY BOOK-ENTRY
TRANSFER):
Name of Tendering Institution: __________________________________________
Account Number: _________________________________________________________
Transaction Code Number: ________________________________________________
[_]CHECK HERE IF LITTON COMMON STOCK IS BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING (please enclose a photocopy of such notice of guaranteed
delivery):
Name(s) of Registered Owner(s): _________________________________________
Window Ticket Number (if any): __________________________________________
Date of Execution of Notice of Guaranteed Delivery: _____________________
Name of Institution that Guaranteed Delivery: ___________________________
Account Number: _________________________________________________________
Transaction Code Number: ________________________________________________
6
NOTE: SIGNATURES MUST BE PROVIDED ON PAGE 13
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to NNG, Inc., a Delaware corporation ("NNG")
and a wholly owned subsidiary of Northrop Grumman Corporation, a Delaware
corporation, the above described shares of common stock, par value $1.00 per
share (together with the associated rights to purchase preferred stock of
Litton Industries, Inc. ("Litton") pursuant to the Rights Agreement dated as of
August 17, 1994, as amended December 21, 2000 and January 3, 2001, between
Litton and The Bank of New York, the "Litton common stock" and the certificates
representing such Litton common stock, the "Litton Common Stock Certificates")
of Litton, for the type of consideration elected by the undersigned in this
Letter of Transmittal, upon the terms and subject to the conditions set forth
in the Offer to Purchase or Exchange, dated February 1, 2001 (the "Offer to
Purchase"), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (the "Letter of Transmittal," which, together with the Offer to
Purchase, as each may be amended or supplemented from time to time,
collectively constitute the "Offer").
Subject to, and effective upon, acceptance for payment or exchange of the
Litton common stock tendered herewith in accordance with the terms of the
Offer, the undersigned hereby sells, assigns and transfers to, or upon the
order of, NNG all right, title and interest in and to all of the Litton common
stock that is being tendered herewith and any and all Litton common stock or
other securities issued, paid or distributed or issuable, payable or
distributable in respect of such Litton common stock on or after February 1,
2001, and prior to the transfer to the name of NNG (or a nominee or transferee
of NNG) on Litton's stock transfer records of the Litton common stock tendered
herewith (collectively, a "Distribution"), and irrevocably appoints the
Depositary the true and lawful agent, attorney-in-fact and proxy of the
undersigned with respect to such Litton common stock (and any Distribution),
with full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest) to (a) deliver such Litton Common
Stock Certificates (and any Distribution) or transfer ownership of such Litton
common stock (and any Distribution) on the account books maintained by the
Book-Entry Transfer Facility, together, in either case, with appropriate
evidences of transfer, to the Depositary for the account of NNG, (b) present
such Litton common stock (and any Distribution) for transfer on the books of
Litton, and (c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Litton common stock (and any Distribution), all in
accordance with the terms and subject to the conditions of the Offer.
The undersigned irrevocably appoints designees of NNG as such undersigned's
agents, attorneys-in-fact and proxies, with full power of substitution, to the
full extent of the undersigned's rights with respect to the Litton common stock
(and any Distribution) tendered by the undersigned and accepted for payment or
exchange, as the case may be, by NNG. All such powers of attorney and proxies
shall be considered irrevocable and coupled with an interest. Such appointment
will be effective when, and only to the extent that, NNG accepts such Litton
common stock for payment or exchange. Upon such acceptance for payment or
exchange, all prior powers of attorney, proxies and consents given by the
undersigned with respect to such Litton common stock (and any Distribution)
will be revoked without further action, and no subsequent powers of attorney
and proxies may be given nor any subsequent written consents executed (and, if
given or executed, will not be deemed effective). The designees of NNG will,
with respect to the Litton common stock (and any Distribution) for which such
appointment is effective, be empowered to exercise all voting and other rights
of the undersigned as they in their sole discretion may deem proper at any
annual or special meeting of Litton stockholders or any adjournment or
postponement thereof, by written consent in lieu of any such meeting or
otherwise. NNG reserves the right to require that, in order for the Litton
common stock to be deemed validly tendered, immediately upon NNG's acceptance
of such Litton common stock, NNG must be able to exercise full voting rights
with respect to such Litton common stock (and any Distribution), including,
without limitation, voting at any meeting of stockholders, subject to
applicable law.
The undersigned hereby represents and warrants that (a) the undersigned has
full power and authority to tender, sell, assign and transfer the undersigned's
Litton common stock (and any Distribution) tendered hereby, and (b) when the
Litton common stock is accepted for payment or exchange, as the case may be, by
NNG, NNG will acquire good, marketable and unencumbered title to the Litton
common stock (and any Distribution), free and clear of all liens, restrictions,
charges and encumbrances, and the same will not be subject to any adverse claim
and will not have been transferred to NNG in
7
violation of any contractual or other restriction on the transfer thereof. The
undersigned, upon request, will execute and deliver any additional documents
deemed by the Depositary or NNG to be necessary or desirable to complete the
sale, assignment and transfer of the Litton common stock (and any
Distribution) tendered hereby. In addition, the undersigned shall promptly
remit and transfer to the Depositary for the account of NNG any and all
Distributions in respect of the Litton common stock tendered hereby,
accompanied by appropriate documentation of transfer, and, pending such
remittance or appropriate assurance thereof, NNG will be, subject to
applicable law, entitled to all rights and privileges as the owner of any such
Distribution and may withhold the entire purchase price or exchange
consideration, as the case may be, or deduct from the purchase price or
exchange consideration the amount or value thereof, as determined by NNG, in
its sole discretion.
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death or incapacity of the undersigned and
any obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned.
Tenders of Litton common stock made pursuant to the Offer are irrevocable,
except that Litton common stock tendered pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date, and, unless theretofore
accepted for payment by NNG pursuant to the Offer, may also be withdrawn at
any time after Tuesday, March 6, 2001. See the Offer to Purchase.
The undersigned understands that tenders of Litton common stock pursuant to
any of the procedures described in the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the
undersigned and NNG upon the terms and subject to the conditions set forth in
the Offer, including the undersigned's representation that the undersigned
owns the Litton common stock being tendered.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price (to the extent that cash is
elected) or issue any shares of NNG common stock or NNG preferred stock issued
in exchange for Litton Common Stock Certificates tendered hereby and/or issue
or return any certificate(s) for Litton common stock not tendered or not
accepted for payment in the name(s) of the registered holder(s) appearing
under "Description of Litton common stock Tendered." Similarly, unless
otherwise indicated herein under "Special Delivery Instructions," please mail
the check for the purchase price (to the extent that cash is elected) or the
certificates for any shares of NNG common stock or NNG preferred stock issued
in exchange for Litton common stock tendered hereby and/or any Litton Common
Stock Certificate(s) not tendered or not accepted for payment (and
accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing under "Description of Litton common stock Tendered." In
the event that both the "Special Delivery Instructions" and the "Special
Payment Instructions" are completed, please issue the check for the purchase
price (to the extent that cash is elected) or issue any shares of NNG stock
(and certificates evidencing the same) issued in exchange for Litton common
stock tendered hereby and/or any Litton Common Stock Certificate(s) not
tendered or accepted for payment in the name of, and deliver such check and/or
such stock certificates for NNG stock, or Litton Common Stock Certificates to,
the person or persons so indicated. Unless otherwise indicated herein under
"Special Payment Instructions," please credit any Litton common stock tendered
herewith by book-entry transfer that are not accepted for payment or exchange
by crediting the account at the Book-Entry Transfer Facility designated above.
The undersigned recognizes that NNG has no obligation, pursuant to the Special
Payment Instructions, to transfer any Litton common stock from the name(s) of
the registered holder(s) thereof if NNG does not accept for payment or
exchange any of the Litton common stock so tendered.
[_]CHECK HERE IF ANY LITTON COMMON STOCK CERTIFICATES REPRESENTING LITTON
COMMON STOCK THAT YOU OWN HAVE BEEN LOST, STOLEN OR DESTROYED AND SEE
INSTRUCTION 11.
Number of shares of Litton common stock represented by lost, stolen or
destroyed Litton Common Stock Certificates:
* YOU MUST CONTACT THE TRANSFER AGENT TO HAVE ALL LOST LITTON COMMON STOCK
CERTIFICATES REPLACED IF YOU WANT TO TENDER SUCH LITTON COMMON STOCK. SEE
INSTRUCTION 14 FOR CONTACT INFORMATION FOR THE TRANSFER AGENT.
8
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if Litton To be completed ONLY if Litton
Common Stock Certificate(s) not Common Stock Certificate(s) not
tendered or not accepted for tendered or not accepted for
payment and/or the check for the payment and/or the check for the
purchase price of Litton common purchase price of Litton common
stock accepted for cash payment stock accepted for cash payment
of certificates to NNG common or of certificates to: NNG common or
preferred stock issued in preferred stock issued in
exchange for Litton common stock exchange for Litton common stock
are to be issued in the name of are to be issued in the name of
someone other than the someone other than the
undersigned or if shares of undersigned or to the undersigned
Litton common stock tendered by at an address other than that
book-entry transfer that are not shown above.
accepted for payment are to be
returned by credit to an account
maintained at the Book-Entry
Transfer Facility other than that
designated above.
Issue [_] Check and/or
certificates for NNG stock
[_] Litton Common Stock
Certificate(s) to:
Name: ____________________________
(Please Print)
Issue [_] Check and/or Address: _________________________
certificates for NNG stock __________________________________
[_] Litton Common Stock __________________________________
Certificate(s) to: (Include Zip Code)
__________________________________
Name: ____________________________ (Tax Identification or Social
(Please Print) Security No.)
(See Substitute Form W-9 Included
Address: _________________________ Herein)
__________________________________
__________________________________
(Include Zip Code)
__________________________________
(Tax Identification or Social
Security No.)
(See Substitute Form W-9 Included
Herein)
[_]Credit Shares of Litton common
stock tendered by book-entry
transfer that are not accepted
for payment to Depositary to
the account set forth below:
__________________________________
__________________________________
(Depositary Account Number)
9
SIGN HERE
AND COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Signature(s) of Holder(s)
(See guarantee requirement below)
Dated: ____________ , 2001
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Litton Common Stock Certificate(s). If signed by person(s) to whom the
Litton common stock represented hereby have been assigned or transferred as
evidenced by endorsement or stock powers transmitted herewith, the
signatures must be guaranteed. If signature is by an officer on behalf of a
corporation or by an executor, administrator, trustee, guardian, attorney,
agent or any other person acting in a fiduciary or representative capacity,
please provide the following information. See Instructions 2, 3 and 5.)
Name(s): ___________________________________________________________________
----------------------------------------------------------------------------
(Please Print)
Capacity (full title): _____________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(Zip Code)
Area Code and Telephone Number: ____________________________________________
Tax Identification or Social Security Number: ______________________________
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1, 2 AND 5)
Authorized Signature: ______________________________________________________
Name: ______________________________________________________________________
(Please Print)
Capacity (full title): _____________________________________________________
Name of Firm: ______________________________________________________________
Address: ___________________________________________________________________
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(Zip Code)
Area Code and Telephone Number: ____________________________________________
Dated: ____________ , 2001
10
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal if: (a) this Letter of Transmittal is signed by the
registered holder(s) of Litton common stock (which term, for purposes of this
document, shall include any participant in the Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of Litton common
stock) tendered herewith, unless such holder(s) has completed either the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions," or (b) such Litton common stock is tendered for the account of a
firm which is a bank, broker, dealer, credit union, savings association or
other entity which is a member in good standing of a recognized Medallion
Program approved by the Securities Transfer Association Inc., including the
Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange
Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature
Program (MSP), or any other "eligible guarantor institution" (as defined in
Rule 17Ad-15 under the Securities Exchange Act of 1934) (each of the foregoing,
an "Eligible Institution"'). In all other cases, all signatures on this Letter
of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5
of this Letter of Transmittal.
2. Requirements of Tender. This Letter of Transmittal is to be completed by
stockholders either if Litton Common Stock Certificates are to be forwarded
herewith or, unless an Agent's Message is utilized, if tenders are to be made
pursuant to the procedure for tender by book-entry transfer set forth in the
Offer to Purchase. Litton Common Stock Certificates evidencing tendered Litton
common stock, or timely confirmation (a "Book-Entry Confirmation") of a book-
entry transfer of Litton common stock into the Depositary's account at the
Book-Entry Transfer Facility, as well as this Letter of Transmittal (or a
facsimile hereof), properly completed and duly executed, with any required
signature guarantees, or an Agent's Message in connection with a book-entry
transfer, and any other documents required by this Letter of Transmittal, must
be received by the Depositary at one of its addresses set forth herein on or
prior to the Expiration Date. Stockholders whose Litton Common Stock
Certificates are not immediately available or who cannot deliver their Litton
Common Stock Certificates and all other required documents to the Depositary on
or prior to the Expiration Date or who cannot complete the procedure for
delivery by book-entry transfer on a timely basis may tender their Litton
common stock by properly completing and duly executing a Notice of Guaranteed
Delivery pursuant to the guaranteed delivery procedure set forth in the Offer
to Purchase. Pursuant to such procedure: (a) such tender must be made by or
through an Eligible Institution; (b) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form made available by NNG,
must be received by the Depositary on or prior to the Expiration Date; and (c)
the Litton Common Stock Certificates (or a Book-Entry Confirmation)
representing all tendered Litton common stock in proper form for transfer, in
each case, together with this Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees
(or, in the case of a book-entry delivery, an Agent's Message) and any other
documents required by this Letter of Transmittal, must be received by the
Depositary within three New York Stock Exchange trading days after the date of
execution of such Notice of Guaranteed Delivery. If Litton Common Stock
Certificates are forwarded separately in multiple deliveries to the Depositary,
a properly completed and duly executed Letter of Transmittal (or a facsimile
thereof) must accompany each such delivery.
The method of delivery of this Letter of Transmittal, Litton Common Stock
Certificates and all other required documents, including delivery through the
Book-Entry Transfer Facility, is at the option and risk of the tendering
stockholder, and the delivery will be deemed made only when actually received
by the Depositary (including, in the case of book-entry transfer, by Book-Entry
Confirmation). If delivery is by mail, registered mail with return receipt
requested and properly insured is recommended. In all cases, sufficient time
should be allowed to ensure timely delivery. No alternative, conditional or
contingent tenders will be accepted and no fractional Litton common stock will
be purchased. All tendering stockholders, by execution of this Letter of
Transmittal (or a facsimile hereof if by an Eligible Institution), waive any
right to receive any notice of the acceptance of their Litton common stock for
payment.
3. Inadequate Space. If the space provided herein is inadequate, the Litton
Common Stock Certificate numbers and/or the number of Litton common stock and
any other required information should be listed on a separate signed schedule
attached hereto.
11
4. Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry
Transfer). If fewer than all the shares of Litton common stock evidenced by any
Litton Common Stock Certificate submitted are to be tendered, fill in the
number of Litton common stock which is to be tendered in the box entitled
"Number of Litton common stock Tendered" in the "Description of Litton common
stock Tendered." In such cases, new Litton Common Stock Certificates for the
Litton common stock that was evidenced by your old Litton Common Stock
Certificates, but were not tendered by you, will be sent to you, unless
otherwise provided in the appropriate box on this Letter of Transmittal, as
soon as practicable after the Expiration Date. All Litton common stock
represented by Litton Common Stock Certificates delivered to the Depositary
will be deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Litton
common stock tendered hereby, the signature(s) must correspond with the name(s)
as written on the face of the Litton Common Stock Certificate(s) without
alteration, enlargement or any change whatsoever.
If any of the Litton common stock tendered hereby are owned of record by two
or more joint owners, all such owners must sign this Letter of Transmittal. If
any of the tendered Litton common stock is registered in different names on
several Litton Common Stock Certificates, it will be necessary to complete,
sign and submit as many separate Letters of Transmittal as there are different
registrations of Litton Common Stock Certificates.
If this Letter of Transmittal or any Litton Common Stock Certificates or
stock powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to NNG of their authority so to act must be
submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Litton common stock listed and transmitted hereby, no endorsements of Litton
Common Stock Certificates or separate stock powers are required unless payment
is to be made to, or Litton Common Stock Certificates for Litton common stock
not tendered or not purchased are to be issued in the name of, a person other
than the registered holder(s). In such latter case, signatures on such Litton
Common Stock Certificates or stock powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Litton Common Stock Certificate(s) listed, the
Litton Common Stock Certificate(s) must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear on the Litton Common Stock Certificate(s).
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6,
NNG will pay any stock transfer taxes with respect to the transfer and sale of
Litton common stock to it or its order pursuant to the Offer. If, however,
payment of the purchase price is to be made to, or if Litton Common Stock
Certificates for Litton common stock not tendered or accepted for payment or
exchange are to be registered in the name of, any person other than the
registered holder(s), or if tendered Litton Common Stock Certificates are
registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered holder(s) or such person) payable on account of the transfer
to such person will be deducted from the purchase price (or the value of the
exchange consideration, if Litton common stock is tendered and exchanged for
NNG stock), unless satisfactory evidence of the payment of such taxes or an
exemption therefrom is submitted. Except as otherwise provided in this
Instruction 6, it will not be necessary for transfer tax stamps to be affixed
to the Litton Common Stock Certificate(s) listed in this Letter of Transmittal.
7. Special Payment and Delivery Instructions. If a check is to be issued in
the name of, or certificates for any shares of NNG stock issued in exchange for
Litton common stock tendered hereby and/or Litton Common Stock Certificates for
Litton common stock not tendered or not accepted for payment or exchange are to
be issued or returned to, a person other than the signer of this Letter of
Transmittal or if a check or certificates for shares of NNG stock and/or such
Litton Common Stock Certificates are to be returned to a person other than the
person(s) signing this Letter of Transmittal or to an address other than that
shown in this Letter of Transmittal, the appropriate boxes on this Letter of
Transmittal must be completed. A Book-Entry Stockholder may request that Litton
common stock not accepted for payment or exchange be credited to such account
maintained at the Book-Entry Transfer Facility as such Book-Entry Stockholder
may designate under "Special Payment Instructions." If no such instructions are
given, such Litton common stock not accepted for payment or exchange will be
returned by crediting the account at the Book-Entry Transfer Facility
designated above.
12
8. Waiver of Conditions. Subject to the terms and conditions of the amended
merger agreement (as defined in the Offer to Purchase), the conditions of the
Offer (other than the minimum tender condition) may be waived by NNG in whole
or in part at any time and from time to time in its sole discretion.
9. 31% Backup Withholding; Substitute Form W-9. Under U.S. federal income
tax law, a stockholder whose tendered Litton common stock is accepted for
payment or exchange pursuant to the Offer may be subject to backup withholding
at a rate of 31%. To prevent backup withholding on any payment made to a
stockholder pursuant to the Offer, the stockholder is required to notify the
Depositary of the stockholder's current taxpayer identification number ("TIN")
by completing the enclosed Substitute Form W-9, certifying that the TIN
provided on that form is correct (or that such stockholder is awaiting a TIN),
and that (i) the stockholder has not been notified by the Internal Revenue
Service that the stockholder is subject to backup withholding as a result of
failure to report all interest or dividends or (ii) after being so notified,
the Internal Revenue Service has notified the stockholder that the stockholder
is no longer subject to backup withholding. If the Depositary is not provided
with the correct TIN, such stockholder may be subject to a $50.00 penalty
imposed by the Internal Revenue Service and payments that are made to such
stockholder with respect to Litton common stock pursuant to the Offer may be
subject to backup withholding (see below).
Each stockholder is required to give the Depositary the TIN (e.g., Social
Security number or employer identification number) of the record holder of the
Litton common stock. If the Litton common stock is registered in more than one
name or are not registered in the name of the actual owner, consult the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional guidance on which number to report. A
stockholder who does not have a TIN may check the box in Part 3 of the
Substitute Form W-9 if such stockholder has applied for a number or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
stockholder must also complete the "Certificate of Awaiting Taxpayer
Identification Number" below in order to avoid backup withholding. If the box
is checked, payments made will be subject to backup withholding unless the
stockholder has furnished the Depositary with his or her TIN by the time
payment is made. A stockholder who checks the box in Part 3 in lieu of
furnishing such stockholder's TIN should furnish the Depositary with such
stockholder's TIN as soon as it is received.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding requirements.
To avoid possible erroneous backup withholding, a stockholder who is exempt
from backup withholding should complete the Substitute Form W-9 by providing
his or her correct TIN, signing and dating the form, and writing exempt on the
face of the form. A stockholder who is a foreign individual or a foreign entity
should also submit to the Depositary a properly completed Form W-8, Certificate
of Foreign Status (which the Depositary will provide upon request), signed
under penalty of perjury, attesting to the stockholder's exempt status.
Stockholders are urged to consult their own tax advisors to determine whether
they are exempt from these backup withholding and reporting requirements.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments to be made to the stockholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained by filing a tax
return with the Internal Revenue Service. The Depositary cannot refund amounts
withheld by reason of backup withholding.
10. Requests for Assistance or Additional Copies. Questions or requests for
assistance may be directed to the Dealer Manager or the Information Agent at
their respective addresses and telephone numbers set forth below. Additional
copies of the Offer to Purchase, this Letter of Transmittal and the Notice of
Guaranteed Delivery also may be obtained from the Information Agent or from
brokers, dealers, commercial banks or trust companies.
11. Lost, Destroyed or Stolen Certificates. If any Litton Common Stock
Certificate has been lost, destroyed or stolen, the stockholder should promptly
notify the Transfer Agent at (800) 432-0140. The stockholder then will be
instructed as to the steps that must be taken in order to replace the Litton
Common Stock Certificate. This Letter of Transmittal and related documents
cannot be processed until the procedures for replacing lost or destroyed Litton
Common Stock Certificates have been followed.
Important: This Letter of Transmittal (or a facsimile hereof), together with
Litton Common Stock Certificates or confirmation of book-entry transfer or the
Notice of Guaranteed Delivery, and all other required documents, must be
received by the Depositary on or prior to the Expiration Date.
13
EQUISERVE TRUST COMPANY
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR Social Security Number
Form W-9 TIN IN THE BOX AT THE RIGHT OR
AND CERTIFY BY SIGNING AND Employer Identification
DATING BELOW Number
Department of ----------------------
the Treasury
Internal Revenue
Service
- -------------------------------------------------------------------------------
EquiServe Trust
Company's Request for
Taxpayer
Identification Number
("TIN")
Part 2--Certificate--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me); and
(2) I am not subject to backup withholding because (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to backup withholding as a
result of a failure to report all interest or dividends, or (c) after
being so notified, the IRS has notified me that I am no longer subject
to backup withholding.
- -------------------------------------------------------------------------------
Certification Instructions--You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding because
of underreporting interest or dividends on your tax return. However, if
after being notified by the IRS that you were subject to backup withholding
you received another notification from the IRS stating that your are no
longer subject to backup withholding, do not cross out such item (2).
- -------------------------------------------------------------------------------
[_] Part 3--
Signature :__________________________________________ Awaiting TIN
Name: ________________________ Date :_______________
Address: ____________________________________________
(Please Print)
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU
MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3
OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all reportable payments made to me will be withheld.
Signature :_______________________ Date :_____________ , 2001
14
Questions and requests for assistance may be directed to the Information
Agent or Dealer Manager at their respective addresses and telephone numbers set
forth below. Additional copies of the Offer to Purchase, this Letter of
Transmittal or other related tender offer materials may be obtained from the
Information Agent or from brokers, dealers, commercial banks or trust
companies.
The Information Agent for the Offer is:
[LOGO OF GEORGESON SHAREHOLDER COMMUNICATIONS INC.]
17 State Street, 10th floor
New York, New York 10004
Bankers and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
The Dealer Manager for the Offer is:
Salomon Smith Barney
388 Greenwich Street
New York, New York 10013
Call Toll Free: (877) 319-4978
15
For holders of Series B $2 Cumulative Preferred Stock of Litton Industries,
Inc.
LETTER OF TRANSMITTAL
To Tender Shares of Series B $2 Cumulative Preferred Stock
of
Litton Industries, Inc.
at
$35.00 net per share, in cash, not subject to proration
Pursuant to the Offer to Purchase or Exchange Dated February 1, 2001
of
NNG, Inc.,
a wholly owned subsidiary of
Northrop Grumman Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, MARCH 1, 2001, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
EQUISERVE TRUST COMPANY
By Mail: By Hand: By Overnight Delivery:
EQUISERVE TRUST COMPANY EQUISERVE TRUST COMPANY EQUISERVE TRUST COMPANY
P.O. Box 842010 c/o Securities Transfer and 40 Campanelli Drive
Boston, Massachusetts Reporting Services, Inc. Braintree, Massachusetts
02284-2010 100 William Street--Galleria 02184
New York, New York 10038
By Facsimile Transmission: By Confirmation Receipt of Facsimile
(for Eligible Institutions Only) by Telephone Only:
(781) 575-4826 (781) 575-4816
or
(781) 575-4827
Delivery of this Letter of Transmittal to an address other than as set
forth above, or transmissions of instructions via a facsimile number other
than as set forth above, will not constitute a valid delivery. The
instructions accompanying this Letter of Transmittal should be read carefully
before this Letter of Transmittal is completed. You must sign this Letter of
Transmittal in the appropriate space provided therefor, with signature
guarantee if required, and complete the substitute form W-9 set forth below.
See Instruction 9.
DESCRIPTION OF PREFERRED SHARES TENDERED
- --------------------------------------------------------------------------------------------
Preferred Share Certificate(s)
Name(s) and Address(es) of Registered Holder(s) and Preferred Shares Tendered
(Please fill in, if blank, exactly as name(s) (Attach additional signed list if
appear(s) on Preferred Share Certificate(s)) necessary) See Instruction 3.
- --------------------------------------------------------------------------------------------
Total Number
of Preferred
Preferred Shares Number of
Share Represented Preferred
Certificate by Shares
Number(s)* Certificate(s) Tendered**
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
Total
Preferred
Shares
* Need not be completed by stockholder delivering by book-entry transfer.
** Unless otherwise indicated it will be assumed that all Litton preferred
stock evidenced by any certificates delivered to the Depositary are being
tendered. See Instruction 4.
This Letter of Transmittal is to be completed by holders, either if
Preferred Share Certificates (as defined below) are to be forwarded herewith
or, unless an "agent's message" (as defined in the Offer to Purchase, as
referred to below) is utilized, if tenders of shares of Litton preferred stock
(as defined below) are to be made by book-entry transfer into the account of
EquiServe Trust Company, as Depositary (the "Depositary"), at The Depository
Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures
set forth in "The Offer Procedures for Tendering" in the Offer to Purchase.
Stockholders who tender Litton preferred stock by book-entry transfer are
referred to herein as "Book-Entry Stockholders." Litton stockholders whose
Preferred Share Certificates are not immediately available or who cannot
deliver their Preferred Share Certificates and all other required documents to
the Depositary on or prior to the expiration date of the Offer, or who cannot
complete the procedure for book-entry transfer on a timely basis, must tender
their shares of Litton preferred stock according to the guaranteed delivery
procedure set forth in "The Offer Procedures for Tendering" in the Offer to
Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER
FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
SPECIAL TENDER INSTRUCTIONS
[_]CHECK HERE IF PREFERRED SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE
BOOK-ENTRY TRANSFER FACILITY MAY DELIVER PREFERRED SHARES BY BOOK-ENTRY
TRANSFER):
Name of Tendering Institution: _____________________________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
[_]CHECK HERE IF PREFERRED SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING (please enclose a photocopy of such notice of guaranteed
delivery):
Name of Registered Owner(s): _______________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution that Guaranteed Delivery: ______________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
2
NOTE: SIGNATURES MUST BE PROVIDED ON PAGE 6
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to NNG, Inc., a Delaware corporation ("NNG")
and a wholly owned subsidiary of Northrop Grumman Corporation, a Delaware
corporation, the above described shares of Series B $2 Cumulative Preferred
Stock, par value $5.00 per share (the "Litton preferred stock" and the
certificates representing such Litton preferred stock, the "Preferred Share
Certificates") of Litton Industries, Inc., a Delaware corporation ("Litton"),
at a price of $35.00 per share of Litton preferred stock, net to the seller in
cash, less any required withholding of taxes and without the payment of
interest, upon the terms and subject to the conditions set forth in the Offer
to Purchase or Exchange, dated February 1, 2001 (the "Offer to Purchase or
Exchange"), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (the "Letter of Transmittal," which, together with the Offer to
Purchase or Exchange, as each may be amended or supplemented from time to time,
collectively constitute the "Offer").
Subject to, and effective upon, acceptance for payment of the shares of
Litton preferred stock tendered herewith in accordance with the terms of the
Offer, the undersigned hereby sells, assigns and transfers to, or upon the
order of, NNG all right, title and interest in and to all of the shares of
Litton preferred stock that is being tendered hereby and any and all Litton
preferred stock or other securities issued, paid or distributed or issuable,
payable or distributable in respect of such shares of Litton preferred stock on
or after February 1, 2001, and prior to the transfer to the name of NNG (or a
nominee or transferee of NNG) on Litton's stock transfer records (collectively,
a "Distribution"), and irrevocably appoints the Depositary the true and lawful
agent, attorney-in-fact and proxy of the undersigned with respect to such
shares of Litton preferred stock (and any Distribution), with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest) to (a) deliver such Preferred Share Certificates (and
any Distribution) or transfer ownership of such shares of shares of Litton
preferred stock (and any Distribution) on the account books maintained by the
Book-Entry Transfer Facility, together, in either case, with appropriate
evidences of transfer, to the Depositary for the account of NNG, (b) present
such shares of Litton preferred stock (and any Distribution) for transfer on
the books of Litton, and (c) receive all benefits and otherwise exercise all
rights of beneficial ownership of such shares of Litton preferred stock (and
any Distribution), all in accordance with the terms and subject to the
conditions of the Offer.
The undersigned irrevocably appoints designees of NNG as such undersigned's
agents, attorneys-in-fact and proxies, with full power of substitution, to the
full extent of the undersigned's rights with respect to the shares of Litton
preferred stock (and any Distribution) tendered by the undersigned and accepted
for payment by NNG. All such powers of attorney and proxies shall be considered
irrevocable and coupled with an interest. Such appointment will be effective
when, and only to the extent that, NNG accepts such shares of Litton preferred
stock for payment. Upon such acceptance for payment, all prior powers of
attorney, proxies and consents given by the undersigned with respect to such
shares of Litton preferred stock (and any Distribution) will be revoked without
further action, and no subsequent powers of attorney and proxies may be given
nor any subsequent written consents executed (and, if given or executed, will
not be deemed effective). The designees of NNG will, with respect to the shares
of Litton preferred stock (and any Distribution) for which such appointment is
effective, be empowered to exercise all voting and other rights of the
undersigned as they in their sole discretion may deem proper at any annual or
special meeting of Litton stockholders or any adjournment or postponement
thereof, by written consent in lieu of any such meeting or otherwise. NNG
reserves the right to require that, in order for the shares of Litton preferred
stock to be deemed validly tendered, immediately upon NNG's acceptance of such
shares of Litton preferred stock, NNG must be able to exercise full voting
rights with respect to such shares of Litton preferred stock (and any
Distribution), including, without limitation, voting at any meeting of Litton
stockholders subject to applicable law.
The undersigned hereby represents and warrants that (a) the undersigned has
full power and authority to tender, sell, assign and transfer the undersigned's
shares of Litton preferred stock (and any Distribution)
3
tendered hereby, and (b) when the shares of Litton preferred stock are accepted
for payment by NNG, NNG will acquire good, marketable and unencumbered title to
the shares of Litton preferred stock (and any Distribution), free and clear of
all liens, restrictions, charges and encumbrances, and the same will not be
subject to any adverse claim and will not have been transferred to NNG in
violation of any contractual or other restriction on the transfer thereof. The
undersigned, upon request, will execute and deliver any additional documents
deemed by the Depositary or NNG to be necessary or desirable to complete the
sale, assignment and transfer of the shares of Litton preferred stock (and any
Distribution) tendered hereby. In addition, the undersigned shall promptly
remit and transfer to the Depositary for the account of NNG any and all
Distributions in respect of the shares of Litton preferred stock tendered
hereby, accompanied by appropriate documentation of transfer, and, pending such
remittance or appropriate assurance thereof, NNG will be, subject to applicable
law, entitled to all rights and privileges as the owner of any such
Distribution and may withhold the entire purchase price or deduct from the
purchase price the amount or value thereof, as determined by NNG, in its sole
discretion.
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death or incapacity of the undersigned and
any obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned.
Tenders of Litton preferred stock made pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date, and, unless theretofore
accepted for payment by NNG pursuant to the Offer, may also be withdrawn at any
time after Tuesday, March 6, 2001. See "The Offer--Withdrawal Rights" in the
Offer to Purchase.
The undersigned understands that tenders of Litton preferred stock pursuant
to any of the procedures described in "The Procedures for Tendering" in the
Offer to Purchase and in the instructions hereto will constitute a binding
agreement between the undersigned and NNG upon the terms and subject to the
conditions set forth in the Offer, including the undersigned's representation
that the undersigned owns the Litton preferred stock being tendered.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or issue or return any
certificate(s) for shares of Litton preferred stock not tendered or not
accepted for payment in the name(s) of the registered holder(s) appearing under
"Description of Litton preferred stock Tendered." Similarly, unless otherwise
indicated herein under "Special Delivery Instructions," please mail the check
for the purchase price and/or any certificate(s) for shares of Litton preferred
stock not tendered or not accepted for payment (and accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing under
"Description of Litton preferred stock Tendered." In the event that both the
"Special Delivery Instructions" and the "Special Payment Instructions" are
completed, please issue the check for the purchase price and/or any Preferred
Share Certificate(s) not tendered or accepted for payment in the name of, and
deliver such check and/or such Preferred Share Certificates to, the person or
persons so indicated. Unless otherwise indicated herein under "Special Payment
Instructions," please credit any shares of Litton preferred stock tendered
herewith by book-entry transfer that are not accepted for payment by crediting
the account at the Book-Entry Transfer Facility designated above. The
undersigned recognizes that NNG has no obligation, pursuant to the Special
Payment Instructions, to transfer any shares of Litton preferred stock from the
name(s) of the registered holder(s) thereof if NNG does not accept for payment
any of the shares of Litton preferred stock so tendered.
[_]CHECK HERE IF ANY PREFERRED SHARE CERTIFICATES REPRESENTING LITTON PREFERRED
STOCK THAT YOU OWN HAVE BEEN LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION
11.
Number of shares of Litton preferred stock represented by lost, stolen or
destroyed Preferred
Share Certificates:
4
* YOU MUST CONTACT THE TRANSFER AGENT TO HAVE ALL LOST PREFERRED SHARE
CERTIFICATES REPLACED IF YOU WANT TO TENDER SUCH LITTON PREFERRED STOCK. SEE
INSTRUCTION 11 FOR CONTACT INFORMATION FOR THE TRANSFER AGENT.
** IF YOU PREVIOUSLY TENDERED YOUR SHARES OF LITTON COMMON STOCK PURSUANT TO
THE OFFER TO PURCHASE DATED JANUARY 5, 2001 AND STILL WANT TO TENDER THOSE
SHARES, YOU DO NOT NEED TO DO ANYTHING. TO CHECK THE STATUS OF YOUR
PREVIOUS TENDER, PLEASE CALL THE INFORMATION AGENT, GEORGESON SHARESHOLDER
COMMUNICATIONS INC. TOLL FREE AT (800) 223-2064.
5
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6, and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if To be completed ONLY if
Preferred Share Certificate(s) Preferred Share Certificate(s)
not tendered or not accepted for not tendered or not accepted for
payment and/or the check for the payment and/or the check for the
purchase price of shares of purchase price of Litton
Litton preferred stock accepted preferred stock accepted for
for payment are to be issued in payment are to be issued in the
the name of someone other than name of someone other than the
the undersigned or if Litton undersigned or to the undersigned
preferred stock tendered by book- at an address other than that
entry transfer that are not shown above.
accepted for payment are to be
returned by credit to an account
maintained at the Book-Entry
Transfer Facility other than that
designated above.
Issue [_] Check
and/or [_] Preferred Share
Certificate(s)
to:
Name: ____________________________
(Please Print)
Issue [_] Check Address: _________________________
and/or [_] Preferred Share __________________________________
Certificate(s) to:
__________________________________
Name: ____________________________ __________________________________
(Please Print) __________________________________
Address: _________________________ (Include Zip Code)
_____________________________ __________________________________
_____________________________ (Tax Identification or Social
(Include Zip Code) Security No.)
__________________________________ (See Substitute Form W-9 Included
(Tax Identification or Social Herein)
Security No.)
(See Substitute Form W-9 Included
Herein)
[_] Credit shares of Litton
preferred stock tendered by book-
entry transfer that are not
accepted for payment to
Depositary to the account set
forth below:
__________________________________
__________________________________
(Depositary Account Number)
6
SIGN HERE
(And Complete Accompanying Substitute Form W-9)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Signature(s) of Holder(s)
(See guarantee requirement below)
Dated: ______________________________________________________________ , 2001
Must be signed by registered holder(s) exactly as name(s) appear(s) on the
Preferred Share Certificate(s). If signed by person(s) to whom the shares
of Litton preferred stock represented hereby have been assigned or
transferred as evidenced by endorsement or stock powers transmitted
herewith, the signatures must be guaranteed. If signature is by an officer
on behalf of a corporation or by an executor, administrator, trustee,
guardian, attorney, agent or any other person acting in a fiduciary or
representative capacity, please provide the following information. (See
Instructions 2, 3 and 5.)
Name(s): ___________________________________________________________________
----------------------------------------------------------------------------
(Please Print)
Capacity (full title): _____________________________________________________
Address: ___________________________________________________________________
(Zip Code)
Area Code and Telephone No.: _______________________________________________
Tax Identification or Social Security No.: _________________________________
GUARANTEE OF SIGNATURE(S)
(See Instructions 1, 2 And 5)
Authorized Signature: ______________________________________________________
Name: ______________________________________________________________________
(Please Print)
Capacity (full title): _____________________________________________________
Name of Firm: ______________________________________________________________
Address: ___________________________________________________________________
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(Zip Code)
Area Code and Telephone No.: _______________________________________________
Dated: ______________________________________________________________ , 2001
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal if: (a) this Letter of Transmittal is signed by the
registered holder(s) of shares of Litton preferred stock (which term, for
purposes of this document, shall include any participant in the Book-Entry
Transfer Facility whose name appears on a security position listing as the
owner of shares of Litton preferred stock) tendered herewith, unless such
holder(s) has completed either the box entitled "Special Payment Instructions"
or the box entitled "Special Delivery Instructions," or (b) such shares of
Litton preferred stock are tendered for the account of a firm which is a bank,
broker, dealer, credit union, savings association or other entity which is a
member in good standing of a recognized Medallion Program approved by the
Securities Transfer Association Inc., including the Securities Transfer Agents
Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the
New York Stock Exchange Medallion Signature Program (MSP), or any other
"eligible guarantor institution" (as defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934) (each of the foregoing, an "Eligible
Institution"'). In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 5 of
this Letter of Transmittal.
2. Requirements of Tender. This Letter of Transmittal is to be completed by
stockholders either if Preferred Share Certificates are to be forwarded
herewith or, unless an Agent's Message is utilized, if tenders are to be made
pursuant to the procedure for tender by book-entry transfer set forth in "The
Offer-Procedures for Tendering" in the Offer to Purchase. Preferred Share
Certificates evidencing tendered shares of Litton preferred stock, or timely
confirmation (a "Book-Entry Confirmation") of a book-entry transfer of shares
of Litton preferred stock into the Depositary's account at the Book-Entry
Transfer Facility, as well as this Letter of Transmittal (or a facsimile
hereof), properly completed and duly executed, with any required signature
guarantees, or an "agent's message" in connection with a book-entry transfer,
and any other documents required by this Letter of Transmittal, must be
received by the Depositary at one of its addresses set forth herein on or prior
to the expiration date of the Offer. Litton stockholders whose Preferred Share
Certificates are not immediately available or who cannot deliver their
Preferred Share Certificates and all other required documents to the Depositary
on or prior to the expiration date of the Offer or who cannot complete the
procedure for delivery by book-entry transfer on a timely basis may tender
their shares of Litton preferred stock by properly completing and duly
executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery
procedure set forth in "The Offer-Procedures for Tendering" in the Offer to
Purchase. Pursuant to such procedure: (a) such tender must be made by or
through an Eligible Institution; (b) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form made available by NNG,
must be received by the Depositary on or prior to the Expiration Date; and (c)
the Preferred Share Certificates (or a Book-Entry Confirmation) representing
all tendered shares of Litton preferred stock in proper form for transfer, in
each case, together with this Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees
(or, in the case of a book-entry delivery, an agent's message) and any other
documents required by this Letter of Transmittal, must be received by the
Depositary within three New York Stock Exchange trading days after the date of
execution of such Notice of Guaranteed Delivery. If Preferred Share
Certificates are forwarded separately in multiple deliveries to the Depositary,
a properly completed and duly executed Letter of Transmittal (or a facsimile
thereof) must accompany each such delivery.
The method of delivery of this Letter of Transmittal, Preferred Share
Certificates and all other required documents, including delivery through the
Book-Entry Transfer Facility, is at the option and risk of the tendering
stockholder, and the delivery will be deemed made only when actually received
by the Depositary (including, in the case of book-entry transfer, by Book-Entry
Confirmation). If delivery is by mail, registered mail with return receipt
requested and properly insured is recommended. In all cases, sufficient time
should be allowed to ensure timely delivery. No alternative, conditional or
contingent tenders will be accepted and no fractional shares of Litton
preferred stock will be purchased. All tendering stockholders, by execution of
this Letter of Transmittal (or a facsimile hereof if by an Eligible
8
Institution), waive any right to receive any notice of the acceptance of their
shares of Litton preferred stock for payment.
3. Inadequate Space. If the space provided herein is inadequate, the
Preferred Share Certificate numbers and/or the number of shares of Litton
preferred stock and any other required information should be listed on a
separate signed schedule attached hereto.
4. Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry
Transfer). If fewer than all the shares of Litton preferred stock evidenced by
any Preferred Share Certificate submitted are to be tendered, fill in the
number of shares of Litton preferred stock which is to be tendered in the box
entitled "Number of shares of Litton preferred stock Tendered" in the
"Description of Litton preferred stock Tendered." In such cases, new Preferred
Share Certificates for the shares of Litton preferred stock that were evidenced
by your old Preferred Share Certificates, but were not tendered by you, will be
sent to you, unless otherwise provided in the appropriate box on this Letter of
Transmittal, as soon as practicable after the expiration of the Offer. All
shares of Litton preferred stock represented by Preferred Share Certificates
delivered to the Depositary will be deemed to have been tendered unless
otherwise indicated.
5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the shares
of Litton preferred stock tendered hereby, the signature(s) must correspond
with the name(s) as written on the face of the Preferred Share Certificate(s)
without alteration, enlargement or any change whatsoever.
If any of the shares of Litton preferred stock tendered hereby is owned of
record by two or more joint owners, all such owners must sign this Letter of
Transmittal. If any of the tendered shares of Litton preferred stock is
registered in different names on several Preferred Share Certificates, it will
be necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations of Preferred Share
Certificates.
If this Letter of Transmittal or any Preferred Share Certificates or stock
powers are signed by trustees, executors, administrators, guardians, attorneys-
in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to NNG of their authority so to act must be
submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
shares of Litton preferred stock listed and transmitted hereby, no endorsements
of Preferred Share Certificates or separate stock powers are required unless
payment is to be made to, or Preferred Share Certificates for Litton preferred
stock not tendered or not purchased are to be issued in the name of, a person
other than the registered holder(s). In such latter case, signatures on such
Preferred Share Certificates or stock powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Preferred Share Certificate(s) listed, the
Preferred Share Certificate(s) must be endorsed or accompanied by appropriate
stock powers, in either case signed exactly as the name(s) of the registered
holder(s) appear on the Preferred Share Certificate(s). Signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6,
NNG will pay any applicable stock transfer taxes with respect to the transfer
and sale of shares of Litton preferred stock to it or its order pursuant to the
Offer. If, however, payment of the purchase price is to be made to, or if
Preferred Share Certificates for shares of Litton preferred stock not tendered
or accepted for payment are to be registered in the name of, any person other
than the registered holder(s), or if tendered Preferred Share Certificates are
registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered holder(s) or such person) payable on account of the transfer
to such person will be deducted from the purchase price, if applicable, unless
satisfactory evidence of the
9
payment of such taxes or an exemption therefrom is submitted. Except as
otherwise provided in this Instruction 6, it will not be necessary for transfer
tax stamps to be affixed to the Preferred Share Certificate(s) listed in this
Letter of Transmittal.
7. Special Payment and Delivery Instructions. If a check is to be issued in
the name of, and/or Preferred Share Certificates for Litton preferred stock not
tendered or not accepted for payment are to be issued or returned to, a person
other than the signer of this Letter of Transmittal or if a check and/or such
Preferred Share Certificates are to be returned to a person other than the
person(s) signing this Letter of Transmittal or to an address other than that
shown in this Letter of Transmittal, the appropriate boxes on this Letter of
Transmittal must be completed. A Book-Entry Stockholder may request that Litton
preferred stock not accepted for payment be credited to such account maintained
at the Book-Entry Transfer Facility as such Book-Entry Stockholder may
designate under "Special Payment Instructions." If no such instructions are
given, such Litton preferred stock not accepted for payment will be returned by
crediting the account at the Book-Entry Transfer Facility designated above.
8. Waiver of Conditions. Subject to the terms and conditions of the amended
merger agreement (as defined in the Offer to Purchase), the conditions of the
Offer (other than minimum tender condition) may be waived by NNG in whole or in
part at any time and from time to time in its sole discretion.
9. 31% Backup Withholding; Substitute Form W-9. Under U.S. federal income
tax law, a stockholder whose tendered shares of Litton preferred stock accepted
for payment pursuant to the Offer is required to provide the Depositary with
such stockholder's correct taxpayer identification number ("TIN") on Substitute
Form W-9 and to certify that the TIN provided on Substitute Form W-9 is correct
(or that such stockholder is awaiting a TIN). If such stockholder is an
individual, the TIN is his or her social security number. If the Depositary is
not provided with the correct TIN, such stockholder may be subject to a $50.00
penalty imposed by the Internal Revenue Service and payments that are made to
such stockholder with respect to shares of Litton preferred stock pursuant to
the Offer may be subject to backup withholding (see below).
A Litton stockholder who does not have a TIN may check the box in Part 3 of
the Substitute Form W-9 if such stockholder has applied for a number or intends
to apply for a TIN in the near future. If the box in Part 3 is checked, the
stockholder must also complete the "Certificate of Awaiting Taxpayer
Identification Number" below in order to avoid backup withholding. If the box
is checked, payments made will be subject to backup withholding unless the
stockholder has furnished the Depositary with his or her TIN within 60 days. A
Litton stockholder who checks the box in Part 3 in lieu of furnishing such
stockholder's TIN should furnish the Depositary with such stockholder's TIN as
soon as it is received.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding requirements.
In order for a foreign individual to qualify as an exempt recipient, that
stockholder must submit a statement, signed under penalties of perjury,
attesting to that individual's exempt status (Form W-8). Forms for such
statements can be obtained from the Depositary. Stockholders are urged to
consult their own tax advisors to determine whether they are exempt from these
backup withholding and reporting requirements.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments to be made to the stockholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained by filing a tax
return with the Internal Revenue Service. The Depositary cannot refund amounts
withheld by reason of backup withholding.
10. Requests for Assistance or Additional Copies. Questions or requests for
assistance may be directed to the Dealer Manager or the Information Agent at
their respective addresses and telephone numbers set forth below. Additional
copies of the Offer to Purchase, this Letter of Transmittal and the Notice of
Guaranteed Delivery also may be obtained from the Information Agent or from
brokers, dealers, commercial banks or trust companies.
10
11. Lost, Destroyed or Stolen Certificates. If any Preferred Share
Certificate has been lost, destroyed or stolen, the stockholder should promptly
notify the Transfer Agent at (800) 432-0140. The stockholder then will be
instructed as to the steps that must be taken in order to replace the Preferred
Share Certificate. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed Preferred Share
Certificates have been followed.
Important: This Letter of Transmittal (or a facsimile hereof), together with
Preferred Share Certificates or confirmation of book-entry transfer or the
Notice of Guaranteed Delivery, and all other required documents, must be
received by the Depositary on or prior to the Expiration Date.
11
EQUISERVE TRUST COMPANY:
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR Social Security Number
Form W-9 TIN IN THE BOX AT RIGHT AND OR
Department of CERTIFY BY SIGNING AND Employer Identification
the Treasury DATING BELOW. Number
Internal Revenue
Service ----------------------
EquiServe Trust Company's
Request for Taxpayer
Identification Number ("TIN")
- -------------------------------------------------------------------------------
Part 2--Certification--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me); and
(2) I am not subject to backup withholding because (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to backup withholding as a
result of a failure to report all interest or dividends, or (c) the IRS
has notified me that I am no longer subject to backup withholding.
- -------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding because
of under-reporting interest or dividends on your tax return. However, if
after being notified by the IRS that you were subject to backup withholding
you received another notification from the IRS stating that you are no
longer subject to backup withholding, do not cross out such item (2).
- -------------------------------------------------------------------------------
[_] Part 3--
SIGNATURE: _____________________________________ Awaiting TIN
NAME: ________________________ DATE: ______ , 2001
(Please Print)
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all reportable payments made to me will be withheld.
Signature: _______________________ Date: _____________ , 2001
12
Questions and requests for assistance may be directed to the Information
Agent or Dealer Manager at their respective addresses and telephone numbers set
forth below. Additional copies of the Offer to Purchase, this Letter of
Transmittal or other related tender offer materials may be obtained from the
Information Agent or from brokers, dealers, commercial banks or trust
companies.
The Information Agent for the Offer is:
[LOGO OF GEORGESON SHAREHOLDER COMMUNICATIONS INC.]
17 State Street, 10th floor
New York, New York 10004
Bankers and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
The Dealer Manager for the Offer is:
Salomon Smith Barney
388 Greenwich Street
New York, New York 10013
Call Toll Free: (877) 319-4978
13
NOTICE OF GUARANTEED DELIVERY
(Not to Be Used for Signature Guarantees)
for
Tender of Shares of Common Stock
(together with associated rights)
of
Litton Industries, Inc
for
any of the following, at the election of tendering holders of Common Stock
$80.00 net per share, in cash, not subject to proration
or
$80.25 in market value (as described below) of shares of NNG, Inc. Common Stock,
subject to proration
or
0.80 shares of NNG, Inc. Series B Convertible Preferred Stock,
subject to proration
to
NNG, Inc.,
a wholly owned subsidiary of
Northrop Grumman Corporation
This Notice of Guaranteed Delivery or one substantially equivalent hereto
must be used to accept the Offer (as defined below) if certificates
representing shares of Common Stock, par value $1.00 per share, of Litton
Industries, Inc. (together with the associated rights to purchase preferred
stock of Litton Industries, Inc. pursuant to the Rights Agreement dated as of
August 17, 1994, as amended December 21, 2000 and January 23, 2001, between
Litton Industries, Inc. and the Bank of New York, the "Litton common stock"
and the certificates representing such Litton common stock, the "Common Share
Certificates") are not immediately available or time will not permit the
Common Share Certificates and all required documents to reach the Depositary
(as defined in the Offer to Purchase or Exchange) on or prior to the
expiration date of the Offer or if the procedures for delivery by book-entry
transfer, as set forth in the Offer to Purchase or Exchange, cannot be
completed on a timely basis. This Notice of Guaranteed Delivery may be
delivered by hand or transmitted by facsimile transmission or mailed to the
Depositary. See "Procedures for Tendering" in the Offer to Purchase or
Exchange.
The Depositary for the Offer is:
EQUISERVE TRUST COMPANY
By Mail: By Hand: By Overnight Delivery:
EQUISERVE TRUST COMPANY EQUISERVE TRUST COMPANY EQUISERVE TRUST COMPANY
P.O. Box 842010 c/o Securities Transfer and 40 Campanelli Drive
Boston, Massachusetts 02284- Reporting Services Inc. Braintree, Massachusetts 02184
2010 100 William Street--Galleria
New York, New York 10038
By Facsimile Transmission: Confirm Receipt of Facsimile
(Eligible Institutions Only) by Telephone Only:
(781) 575-4826 (781) 575-4816
or
(781) 575-4827
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER
THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX IN THE LETTER OF TRANSMITTAL.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
Ladies and Gentlemen:
The undersigned hereby tenders to NNG, Inc., a Delaware corporation
("NNG"), and a wholly owned subsidiary of Northrop Grumman Corporation, a
Delaware corporation, in accordance with the terms and subject to the
conditions set forth in NNG's Offer to Purchase or Exchange, dated February
1, 2001 (the "Offer to Purchase or Exchange"), and in the related Letter of
Transmittal (the "Letter of Transmittal," which, together with the Offer to
Purchase or Exchange, as each may be amended or supplemented from time to
time, collectively constitute the "Offer"), receipt of which is hereby
acknowledged, the number of shares of Litton common stock indicated below
pursuant to the procedures for guaranteed delivery set forth in "Procedures
for Tendering" in the Offer to Purchase or Exchange.
Certificate Nos. (If Available): ___________________________________________
Number of Shares of Litton common stock: ___________________________________
(Check if Litton common stock will be tendered by book-entry transfer) [_]
Account Number: ____________________________________________________________
Dated: _______________________________________________________________, 2001
Name(s) of Record Holder(s): _______________________________________________
(Please type or print)
Address(es): _______________________________________________________________
Zip Code: __________________________________________________________________
Area Code and Tel. No(s): __________________________________________________
Signature(s): ______________________________________________________________
2
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings
association or other entity which is a member in good standing of a
recognized Medallion Program approved by the Securities Transfer
Association Inc., including the Securities Transfer Agents Medallion
Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New
York Stock Exchange Medallion Signature Program (MSP), or any other
"eligible guarantor institution" as defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934 (the "Exchange Act"), (a) represents that
the above named person(s) "own(s)" the shares of Litton common stock
tendered hereby within the meaning of Rule 14e-4 promulgated under the
Exchange Act, (b) represents that such tender of Litton common stock
complies with Rule 14e-4 under the Exchange Act, and (c) guarantees to
deliver to the Depositary either the Common Share Certificates evidencing
all tendered Litton common stock, in proper form for transfer, or a "book-
entry confirmation" (as defined in the Offer to Purchase or Exchange) with
respect to such Litton common stock, in either case, together with the
letter of transmittal (or a facsimile thereof), properly completed and
duly executed, with any required signature guarantees or an "agent's
message" (as defined in the Offer to Purchase or Exchange) in the case of
a book-entry delivery, and any other required documents, all within three
New York Stock Exchange trading days after the date hereof. The eligible
guarantor institution that completes this form must communicate the
guarantee to the Depositary and must deliver the letter of transmittal and
Common Share Certificates to the Depositary within the time period
indicated herein. Failure to do so may result in financial loss to such
eligible guarantor institution.
Name of Firm: _____________________________________________________________
Authorized Signature: _____________________________________________________
Name: _____________________________________________________________________
(Please Print or Type)
Title: ____________________________________________________________________
Address: __________________________________________________________________
Zip Code: _________________________________________________________________
Area Code and Telephone Number: ___________________________________________
Dated: , 2001
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES
SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
3
NOTICE OF GUARANTEED DELIVERY
(Not To Be Used For Signature Guarantees)
for
Tender of Shares of Series B $2 Cumulative Preferred Stock
of
Litton Industries, Inc.
at
$35.00 net per share in cash,
not subject to proration
Pursuant to the Offer to Purchase or Exchange Dated February 1, 2001
to
NNG, Inc.,
a wholly owned subsidiary of
Northrop Grumman Corporation
This Notice of Guaranteed Delivery or one substantially equivalent hereto
must be used to accept the Offer (as defined below) if certificates
representing shares of Series B $2 Cumulative Preferred Stock, par value $5.00
per share, of Litton Industries, Inc. (the "Litton preferred stock" and the
certificates representing such Litton preferred stock, the "Preferred Share
Certificates") are not immediately available or time will not permit the
Preferred Share Certificates and all required documents to reach the
Depositary (as defined in the Offer to Purchase or Exchange) on or prior to
the expiration date of the Offer or if the procedures for delivery by book-
entry transfer, as set forth in the Offer to Purchase, cannot be completed on
a timely basis. This Notice of Guaranteed Delivery may be delivered by hand or
transmitted by facsimile transmission or mailed to the Depositary. See
"Procedures for Tendering" in the Offer to Purchase or Exchange.
The Depositary for the Offer is:
EQUISERVE TRUST COMPANY
By Mail: By Hand: By Overnight Delivery:
EQUISERVE TRUST COMPANY EQUISERVE TRUST COMPANY EQUISERVE TRUST COMPANY
P.O. Box 842010 c/o Securities Transfer and 40 Campanelli Drive
Boston, Massachusetts 02284- Reporting Services Inc. Braintree, Massachusetts 02184
2010 100 William Street--Galleria
New York, New York 10038
By Facsimile Transmission: Confirm Receipt of Facsimile
(Eligible Institutions Only) by Telephone Only:
(781) 575-4826 (781) 575-4816
or
(781) 575-4827
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE
INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST
APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF
TRANSMITTAL.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
Ladies and Gentlemen:
The undersigned hereby tenders to NNG, Inc., a Delaware corporation
("NNG"), and a wholly owned subsidiary of Northrop Grumman Corporation, a
Delaware corporation, in accordance with the terms and subject to the
conditions set forth in NNG's Offer to Purchase or Exchange, dated February
1, 2001 (the "Offer to Purchase"), and in the related Letter of Transmittal
(the "Letter of Transmittal," which, together with the Offer to Purchase or
Exchange, as each may be amended or supplemented from time to time,
collectively constitute the "Offer"), receipt of which is hereby
acknowledged, the number of shares of Litton preferred stock indicated
below pursuant to the procedures for guaranteed delivery set forth in
"Procedures for Tendering" in the Offer to Purchase or Exchange.
Certificate Nos. (If Available): ___________________________________________
Number of Shares of Litton preferred stock: ________________________________
(Check if Litton preferred stock will be tendered by book-entry transfer)
[_]
Account Number: ____________________________________________________________
Dated: ______________________________________________________________ , 2001
Name(s) of Record Holder(s): _______________________________________________
(Please type or print)
Address(es): _______________________________________________________________
Zip Code: __________________________________________________________________
Area Code and Tel. No(s): __________________________________________________
Signature(s): ______________________________________________________________
2
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings
association or other entity which is a member in good standing of a
recognized Medallion Program approved by the Securities Transfer
Association Inc., including the Securities Transfer Agents Medallion
Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New
York Stock Exchange Medallion Signature Program (MSP), or any other
"eligible guarantor institution" as defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934 (the "Exchange Act"), (a) represents that
the above named person(s) "own(s)" the shares of Litton preferred stock
tendered hereby within the meaning of Rule 14e-4 promulgated under the
Exchange Act, (b) represents that such tender of Litton preferred stock
complies with Rule 14e-4 under the Exchange Act, and (c) guarantees to
deliver to the Depositary either the Preferred Share Certificates
evidencing all tendered Litton preferred stock, in proper form for
transfer, or a "book-entry confirmation" (as defined in the Offer to
Purchase or Exchange) with respect to such Litton preferred stock, in
either case, together with the letter of transmittal (or a facsimile
thereof), properly completed and duly executed, with any required
signature guarantees or an "agent's message" (as defined in the Offer to
Purchase or Exchange) in the case of a book-entry delivery, and any other
required documents, all within three New York Stock Exchange trading days
after the date hereof. The eligible guarantor institution that completes
this form must communicate the guarantee to the Depositary and must
deliver the letter of transmittal and Preferred Share Certificates to the
Depositary within the time period indicated herein. Failure to do so may
result in financial loss to such eligible guarantor institution.
Name of Firm: _____________________________________________________________
Authorized Signature: _____________________________________________________
Name: _____________________________________________________________________
(Please Print or Type)
Title: ____________________________________________________________________
Address: __________________________________________________________________
Zip Code: _________________________________________________________________
Area Code and Telephone No.: ______________________________________________
Dated: ____________, 2001
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES
SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.
3
EXHIBIT (a)(1)(viii)
NOTICE TO PARTICIPANTS IN
THE LITTON INDUSTRIES
EMPLOYEES STOCK PURCHASE PLAN
February 1, 2001
You are the owner of shares of common stock of Litton Industries, Inc.
("Litton") purchased for your account as a participant in the Litton Employees
Stock Purchase Plan prior to December 1, 1993 (the "Old Plan"). These shares
are held in an account at The Bank of New York, which acts as the Custodian for
the Old Plan.
Enclosed are materials that are being sent to all Litton stockholders
describing an offer by NNG, Inc., a wholly owned subsidiary of Northrop Grumman
Corporation, to purchase or exchange each outstanding common share of Litton for
any of the following, at your election :
. $80.00 net per share, in cash, not subject to proration;
. $80.25 in market value (as described in the enclosed materials) of shares
of NNG Inc. common stock, subject to proration; or
. 0.80 shares of NNG Series B Preferred Stock, subject to proration.
The materials enclosed contain important background information regarding the
offer to purchase or exchange and how to tender your Litton shares. Please read
these materials carefully.
Please note that because your Litton shares purchased under the Old Plan
are held in an account at the Bank of New York, you do not hold any actual stock
certificates reflecting that investment in Litton. You may therefore disregard
references in the enclosed material to lost stock certificate(s) or the return
of stock certificates.
If you want to tender all or part of the Litton shares held in your Old
Plan account, you must complete the enclosed CREAM letter of transmittal and
return it to EquiServe Trust Company, as provided in the enclosed materials.
Your letter of transmittal must be received by 12:00 Midnight, New York City
time, on Thursday, March 1, 2001, unless the offer is extended. If you do not
want to tender any shares at this time and do not wish to withdraw any
previously tendered Litton shares, you do not need to do anything.
Please note that if you hold Litton shares other than through the Old Plan,
to tender those shares you must complete and return the Blue, Green or Cream
letter of transmittal regarding those shares sent to you separately.
If you have any questions regarding the enclosed material or the status of
any previous tender of Litton shares you may have made, please call Georgeson
Shareholder Communications Inc. at (800) 223-2064.
EXHIBIT (a)(1)(ix)
NOTICE TO PARTICIPANTS IN
THE LITTON INDUSTRIES
EMPLOYEES STOCK PURCHASE PLAN
February 1, 2001
You are the owner of shares of common stock of Litton Industries, Inc.
("Litton") purchased for your account as a participant in the Litton Employees
Stock Purchase Plan after November 1, 1994 (the "New Plan"). These shares are
held in an account at The Bank of New York, which acts as the Custodian for the
New Plan.
Enclosed are materials that are being sent to all Litton stockholders
describing an offer by NNG, Inc., a wholly owned subsidiary of Northrop Grumman
Corporation, to purchase or exchange each outstanding common share of Litton for
any of the following, at your election:
. $80.00 net per share, in cash, not subject to proration;
. $80.25 in market value (as described in the enclosed materials) of shares
of NNG Inc. common stock, subject to proration; or
. 0.80 shares of NNG Series B Preferred Stock, subject to proration.
The materials enclosed contain important background information regarding the
offer to purchase or exchange and how to tender your Litton shares. Please read
these materials carefully.
Please note that because your Litton shares purchased under the New Plan
are held in an account at the Bank of New York, you do not hold any actual stock
certificates reflecting that investment in Litton. You may therefore disregard
references in the enclosed material to lost stock certificate(s) or the return
of stock certificates.
If you want to tender all or part of the Litton shares held in your New
Plan account, you must complete the enclosed PURPLE letter of transmittal and
return it to EquiServe Trust Company, as provided in the enclosed materials.
Your letter of transmittal must be received by 12:00 Midnight, New York City
time, on Thursday, March 1, 2001, unless the offer is extended. If you do not
want to tender any shares at this time and do not wish to withdraw any
previously tendered Litton shares, you do not need to do anything.
Please note that if you hold Litton shares other than through the New Plan,
to tender those shares you must complete and return the Blue, Green or Cream
letter of transmittal regarding those shares sent to you separately.
If you have any questions regarding the enclosed material or any previous
tender of Litton shares you may have made, please call Georgeson Shareholder
Communications Inc. at (800) 223-2064.
SALOMON SMITH BARNEY INC.
OFFER TO PURCHASE OR EXCHANGE
Each Outstanding Share of Common Stock
(together with associated rights)
of
Litton Industries, Inc.
for
any of the following, at the election of tendering holders of common stock
$80.00 net per share, in cash, not subject to proration
or
$80.25 in market value (determined as described in the Offer to Purchase)
of shares of NNG, Inc. Common Stock, subject to proration
or
0.80 shares of NNG, Inc. Series B Preferred Stock, subject to proration
and
Each Outstanding Share of Series B $2 Cumulative Preferred Stock
of
Litton Industries, Inc.
for
$35.00 net per share, in cash, not subject to proration
by
NNG, Inc., a wholly-owned subsidiary
of
Northrop Grumman Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, MARCH 1, 2001, UNLESS THE OFFER IS EXTENDED.
February 1, 2001
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been engaged to act as Dealer Manager in connection with the third
party tender offer NNG, Inc., a Delaware corporation ("NNG") and a wholly-owned
subsidiary of Northrop Grumman Corporation, a Delaware corporation, to purchase
(A) each outstanding share of common stock, par value $1.00 per share (together
with the associated rights to purchase preferred stock of Litton Industries,
Inc. ("Litton") pursuant to the Rights Agreement dated as of August 17, 1994 as
amended December 21, 2000 and January 23, 2001 between Litton Industries, Inc.
and The Bank of New York, the "Litton common stock") of Litton, for any of the
following: (i) $80.00 in cash; (ii) $80.25 in market value, as described in the
Offer, of shares of NNG common stock, par value $1.00 per share (the "NNG
Common Stock"), with a value of $80.25; or (iii) 0.80 share of NNG Series B
Preferred Stock, par value $1.00 per share (the "NNG Preferred Stock"), and (B)
each outstanding share of Series B $2 Cumulative Preferred Stock , par value
$5.00 per share (the "Litton
preferred stock"), of Litton at a price of $35.00 per Preferred Share, upon the
terms and subject to the conditions set forth in the Offer to Purchase or
Exchange dated February 1, 2001 (the "Offer to Purchase") and in the related
Letters of Transmittal (each a "Letter of Transmittal," which, together with
the Offer to Purchase, as each may be amended or supplemented from time to
time, collectively constitute the "Offer").
The Offer is conditioned upon, among other things, (i) there being validly
tendered and not properly withdrawn prior to the expiration of the Offer a
total of at least 25,646,399 Litton common stock and Litton preferred stock,
which represents a majority of the total outstanding Litton common stock and
Litton preferred stock on a fully-diluted basis, and (ii) the expiration or
termination of any applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements as of 1976, as amended, and, to the extent required, the
approval of the merger by the Commission of the European Union under Council
Regulation (EEC) No. 4064/89 of the Council of the European Union.
For your information and for forwarding to your clients for whom you hold
Litton common stock and/or Litton preferred stock registered in your name or in
the name of your nominee or who hold Litton common stock and/or Litton
preferred stock registered in their own names, we enclose the following
documents:
1. Offer to Purchase or Exchange dated February 1, 2001.
2. Letter of Transmittal to tender Litton common stock for your use and for
the information of your clients who hold Litton common stock. Facsimile copies
of the Letter of Transmittal may be used to tender Litton common stock.
3. Letter of Transmittal to tender Litton preferred stock for your use and
for the information of your clients who hold Litton preferred stock. Facsimile
copies of the Letter of Transmittal may be used to tender Litton preferred
stock.
4. Two separate Letters to Clients, which may be sent to your clients for
whose account you hold Litton common stock or Litton preferred stock, as the
case may be, registered in your name or in the name of your nominee, with space
provided for obtaining such clients' instructions with regard to the Offer.
5. Notice of Guaranteed Delivery to be used to accept the Offer if Common
Share Certificates (as defined in the Offer to Purchase) are not immediately
available or time will not permit the Common Share Certificates and all
required documents to reach the Depositary on or prior to the expiration of the
Offer or if the procedures for delivery by book-entry transfer, as set forth in
the Offer to Purchase, cannot be completed on a timely basis.
6. Notice of Guaranteed Delivery to be used to accept the Offer if Preferred
Share Certificates (as defined in the Offer to Purchase) are not immediately
available or time will not permit the Preferred Share Certificates and all
required documents to reach the Depositary on or prior to the expiration of the
Offer or if the procedures for delivery by book-entry transfer, as set forth in
the Offer to Purchase, cannot be completed on a timely basis.
7. Letter to stockholders of Litton from Michael R. Brown, Chairman and
Chief Executive Officer of Litton, and Ronald D. Sugar, President and Chief
Operating Officer of Litton accompanied by Litton's Amended
Solicitation/Recommendation Statement on Schedule 14D-9.
8. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
9. Return envelope addressed to EquiServe Trust Company, as Depositary.
In accordance with the terms and subject to the satisfaction or waiver
(where applicable) of the conditions to the Offer, NNG will accept for payment,
purchase and pay for, or exchange for NNG common or NNG Series B Convertible
Preferred Stock, all Litton common stock and all Litton preferred stock validly
tendered
2
and not properly withdrawn pursuant to the Offer at the earliest time following
expiration of the Offer when all such conditions shall have been satisfied or
waived (where applicable). For purposes of the Offer, NNG will be deemed to
have accepted for payment or exchange, as the case may be (and thereby
purchased or exchanged), shares of Litton common stock and Litton preferred
stock validly tendered and not properly withdrawn if, as and when NNG gives
oral or written notice to the Depositary of NNG's acceptance for payment or
exchange of such shares of Litton common stock and Litton preferred stock
pursuant to the Offer. Upon the terms and subject to the conditions of the
Offer, payment for or exchange of Litton common stock and Litton preferred
stock accepted for payment or exchange pursuant to the Offer will be made only
after timely receipt by the Depositary of (1) the Common Share Certificates or
the Preferred Share Certificates (as the case may be) or a "book-entry
confirmation" (as defined in the Offer to Purchase) of a book-entry transfer of
such shares of Litton common stock and/or Litton preferred stock into the
Depositary's account at the Book-Entry Transfer Facility pursuant to the
procedures set forth in "The Offer-Procedures for Tendering" in the Offer to
Purchase; (2) the Letter of Transmittal to tender Litton common stock (or a
facsimile thereof) properly completed and duly executed, with any required
signature guarantees, or, in the case of a book-entry transfer, an agent's
message (as defined in the Offer to Purchase) in lieu of the Letter of
Transmittal and/or the Letter of Transmittal to tender Litton preferred stock
(or a facsimile thereof) properly completed and duly executed, with any
required signature guarantees, or, in the case of a book-entry transfer, an
agent's message in lieu of the Letter of Transmittal; and (3) any other
documents required under the Letter of Transmittal.
NNG will not pay any commissions or fees to any broker, dealer or other
person (other than the Depositary, the Information Agent and the Dealer
Manager, as described in the Offer to Purchase) in connection with the
solicitation of tenders of Litton common stock and Litton preferred stock
pursuant to the Offer. NNG will, however, upon request, reimburse you for
customary clerical and mailing expenses incurred by you in forwarding any of
the enclosed materials to your clients.
NNG will pay any stock transfer taxes with respect to the transfer and sale
of shares of Litton common stock and/or Litton preferred stock to it or to its
order pursuant to the Offer, except as otherwise provided in Instruction 6 of
the enclosed Letter of Transmittal.
Your prompt action is requested. We urge you to contact your clients as
promptly as possible. Please note that the Offer and withdrawal rights expire
at 12:00 Midnight, New York City time, on Thursday, March 1, 2001, unless the
Offer is extended.
In order for a Litton stockholder to take advantage of the Offer, the Letter
of Transmittal to tender shares of Litton common stock or Litton preferred
stock (or a facsimile thereof), properly completed and duly executed, together
with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message in lieu of the Letter of Transmittal) and any
other documents required by such Letter of Transmittal should be sent to the
Depositary, and Common Share Certificates and Preferred Share Certificates
should be delivered, or the shares of Litton common stock and Litton preferred
stock should be tendered pursuant to the procedures for book-entry transfer,
all in accordance with the instructions set forth in the Letter of Transmittal
and the Offer to Purchase.
Holders of Litton common stock and/or Litton preferred stock whose Common
Share Certificates and/or Preferred Share Certificates are not immediately
available or who cannot deliver their Common Share Certificates and/or
Preferred Share Certificates and all other required documents to the Depositary
on or prior to the expiration of the Offer, or who cannot complete the
procedure for delivery by book-entry transfer on a timely basis, must tender
their shares of Litton common stock and/or Litton preferred stock according to
the guaranteed delivery procedures set forth in "The Offer- Procedures for
Tendering" in the Offer to Purchase.
3
Inquiries you may have with respect to the Offer should be addressed to the
Information Agent or the Dealer Manager as set forth below. Requests for copies
of the Offer to Purchase, either Letter of Transmittal and all other tender
offer materials may be directed to the Information Agent.
Very truly yours,
Salomon Smith Barney Inc.
Enclosures
Nothing contained herein or in the enclosed documents shall constitute you
or any other person as an agent of NNG, the Depositary, the Information Agent,
the Dealer Manager or any affiliate of any of them, or authorize you or any
other person to make any statement or use any document on behalf of any of them
in connection with the Offer other than the enclosed documents and the
statements contained therein.
4
OFFER TO PURCHASE OR EXCHANGE
Each Outstanding Share of Common Stock
(together with associated rights)
of
Litton Industries, Inc.
for
any of the following, at the election of tendering holders of common stock
$80.00 net per share, in cash, not subject to proration
or
$80.25 in market value (determined as described in the Offer to Purchase or
Exchange) of shares of NNG, Inc. Common Stock, subject to proration
or
0.80 shares of NNG, Inc. Series B Preferred Stock, subject to proration
by
NNG, Inc.
a wholly owned subsidiary of
Northrop Grumman Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, FEBRUARY 2, 2001, UNLESS THE OFFER IS EXTENDED.
February 1, 2001
To Our Clients:
Enclosed for your consideration is an Offer to Purchase or Exchange, dated
February 1, 2001 (the "Offer to Purchase or Exchange") and the related Letter
of Transmittal (the "Letter of Transmittal," which, together with the Offer to
Purchase or Exchange, as each may be amended or supplemented from time to
time, collectively constitute the "Offer") relating to the offer by NNG, Inc.,
a Delaware corporation ("NNG") and a wholly owned subsidiary of Northrop
Grumman Corporation, a Delaware corporation ("Northrop Grumman"), to purchase
or exchange each outstanding share of common stock, par value $1.00 per share
(together with the associated rights to purchase preferred stock of Litton
Industries, Inc., a Delaware corporation ("Litton"), pursuant to the Rights
Agreement dated as of August 17, 1994, as amended December 21, 2000 and
January 23, 2001, between the Company and The Bank of New York, the "Litton
Common Stock"), of Litton for any of the following, at your election:
. $80.00 net per share, in cash, not subject to proration;
. $80.25 in market value (as described in the enclosed materials) of
shares of NNG Inc. common stock, subject to proration; or
. 0.80 shares of NNG Series B Preferred Stock, subject to proration.
We are the holder of record of shares of Litton common stock held by us for
your account. The enclosed Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender shares of Litton common
stock held by us for your account. A tender of such shares of Litton common
stock can be made only by us as the holder of record and pursuant to your
instructions.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all of the shares of Litton common stock held by
us for your account, in accordance with the terms and subject to the
conditions set forth in the Offer.
Your attention is directed to the following:
1. The offer price for each share of Litton common stock is your choice of
the three items listed above.
2. The Offer is being made for all outstanding shares of Litton common
stock.
3. The Offer is being made pursuant to the terms of an Amended and Restated
Agreement and Plan of Merger, dated as of January 23, 2001, among Northrop
Grumman, Litton, NNG and LII Acquisition Corp., a Delaware corporation ("LII
Acquisition") (the "Amended Merger Agreement"). The Amended Merger Agreement
provides, among other things, for the making of the Offer by NNG. The Amended
Merger Agreement further provides that LII Acquisition will be merged with and
into Litton (the "Litton merger") following the completion of the Offer.
Litton will continue as the surviving corporation after the Litton merger and
will be a wholly owned subsidiary of NNG.
4. The directors present at a meeting of the Board of Directors of Litton
have unanimously (i) determined that each of the Offer and the Litton merger
is fair to, and in the best interests of, the common stockholders of Litton
and (ii) approved and adopted the Amended Merger Agreement and the
transactions contemplated thereby and resolved to recommend acceptance of the
Offer by the common stockholders of the Company and approval and adoption by
the stockholders of the Company, if necessary, of the Amended Merger
Agreement. The Board of Directors makes no recommendation with respect to the
tender of Litton preferred stock.
5. The Offer and withdrawal rights will expire at 12:00 Midnight, New York
City time, on Thursday, March 1, 2001, unless the Offer is extended.
6. Tendering stockholders will not be obligated to pay any commissions or
fees to any broker, dealer or other person or, except as set forth in the
instructions in the Letter of Transmittal, stock transfer taxes with respect
to the transfer and sale of shares of Litton common stock to NNG or to its
order pursuant to the Offer.
7. The Offer is conditioned upon, among other things, (i) there being
validly tendered and not properly withdrawn prior to the expiration or
termination of the Offer a total of at least 25,646,399 shares of Litton
common stock and shares of Series B $2 Cumulative Preferred Stock, par value
$5.00 per share ("Litton preferred stock"), of Litton which represents a
majority of the total outstanding shares of Litton common stock and Litton
preferred stock on a fully-diluted basis, and (ii) the receipt of certain
governmental and regulatory approvals. The Offer also is subject to other
terms and conditions.
8. Litton stockholders who tender their shares of Litton common stock for
shares of NNG preferred stock must select Alternative A, Alternative B or
Alternative C, which will determine how those shares will be treated if there
are not enough shares of NNG preferred stock to issue the total number of
shares of NNG preferred stock requested by Litton stockholders in the Offer.
Litton stockholders who tender their shares of Litton common stock for shares
of NNG common stock must select Alternative A or Alternative B, which will
determine how these shares will be treated if there are not enough shares of
NNG common stock to issue the total number of shares of NNG common stock
requested by Litton stockholders in the Offer. If you tender your shares of
Litton common stock for NNG preferred stock or NNG common stock and do not
specify one of the available Alternatives, you will be deemed to have selected
Alternative B. Please read the section of the Offer to Purchase or Exchange
entitled "Choices Available to Litton Stockholders" for an explanation of how
these Alternatives work.
If you wish to have us tender any or all of the shares of Litton common
stock held by us for your account, please instruct us by completing, executing
and returning to us the instruction form contained in this letter. If you
authorize a tender of your shares of Litton common stock, all your shares of
Litton common stock will be tendered unless otherwise specified in such
instruction form. Please make sure that if you tender your shares of Litton
common stock for shares of NNG preferred stock that you select Alternative A,
Alternative B or Alternative C and if you tender your shares of Litton common
stock for shares of NNG common stock that you select Alternative A or
Alternative B. Your instructions should be forwarded to us in ample time to
permit us to submit a tender on your behalf on or prior to the expiration of
the Offer.
2
INSTRUCTIONS WITH RESPECT TO THE
Offer to Purchase for Cash
Each Outstanding Share of Common Stock
(together with associated rights)
of
Litton Industries, Inc.
for
any of the following, at the election of tendering holders of common stock
$80.00 net per share, in cash, not subject to proration
or
$80.25 in market value (determined as described in the Offer to Purchase or
Exchange) of shares of NNG, Inc. Common Stock, subject to proration
or
0.80 shares of NNG, Inc. Series B Preferred Stock, subject to proration
by
NNG, Inc.
a wholly owned subsidiary of
Northrop Grumman Corporation
The undersigned acknowledge(s) receipt of your letter enclosing the Offer to
Purchase or Exchange, dated February 1, 2001, and the related Letter of
Transmittal, in connection with the offer by NNG, Inc., a Delaware corporation
("NNG") and a wholly owned subsidiary of Northrop Grumman Corporation, to
purchase each of the outstanding shares of common stock of Litton, par value
$1.00 per share (together with the associated rights to purchase preferred
stock of Litton Industries, Inc. ("Litton") pursuant to the Rights Agreement
dated as of August 17, 1994 as amended December 21, 2000 and January 23, 2001
between Litton and The Bank of New York, the "Litton common stock"), for any
of the following, at your election:
. $80.00 net per share, in cash, not subject to proration;
. $80.25 in market value (as described in the enclosed materials) of
shares of NNG Inc. common stock, subject to proration; or
. 0.80 shares of NNG Series B Preferred Stock, subject to proration.
This will instruct you to tender to NNG the number of shares of Litton
common stock indicated below (or, if no number is indicated below, all shares
of Litton common stock) which are held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the
Offer to Purchase or Exchange and in the related Letter of Transmittal
furnished to the undersigned.
- --------------------------------------------------------------------------------
Number of Shares of Litton common stock Alternative Selected
to be Tendered for stock*: (Check the Box)
- --------------------------------------------------------------------------------
[_] A [_] B [_] C
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Number of Shares of Litton common stock
to be Tendered for cash*:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- -------
* Unless otherwise indicated, it will be assumed that all of your Common
Shares held by us for your account are to be tendered.
3
SIGN BELOW
-------------------------------------
Signature(s)
-------------------------------------
Please Print Name(s)
-------------------------------------
Address
-------------------------------------
Account Number
-------------------------------------
Area Code and Telephone Number
-------------------------------------
Taxpayer Identification Numbers(s)
or Social Security Number(s)
Dated: ________________________, 2001
4
OFFER TO PURCHASE
Each Outstanding Share of Series B $2 Cumulative Preferred Stock
of
Litton Industries, Inc.
for
$35.00 Net Per Share, in Cash, Not Subject to Proration
by
NNG, Inc.,
a wholly owned subsidiary of
Northrop Grumman Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, MARCH 1, 2001, UNLESS THE OFFER IS EXTENDED.
February 1, 2001
To Our Clients:
Enclosed for your consideration is an Offer to Purchase or Exchange, dated
February 1, 2001 (the "Offer to Purchase or Exchange") and the related Letter
of Transmittal (the "Letter of Transmittal," which, together with the Offer to
Purchase or Exchange, as each may be amended or supplemented from time to
time, collectively constitute the "Offer") relating to the offer by NNG, Inc.,
a Delaware corporation ("NNG"), and a wholly owned subsidiary of Northrop
Grumman Corporation, a Delaware corporation ("Northrop Grumman"), to purchase
all of the outstanding shares of Series B $2 Cumulative Preferred Stock, par
value $5.00 per share ("Litton preferred stock"), of Litton Industries, Inc.,
a Delaware corporation ("Litton"), at a price of $35.00 per preferred stock,
net to the seller in cash, less any required withholding of taxes and without
the payment of any interest, upon the terms and subject to the conditions set
forth in the Offer.
We are the holder of record of shares of Litton preferred stock held by us
for your account. The enclosed Letter of Transmittal is furnished to you for
your information only and cannot be used by you to tender shares of Litton
preferred stock held by us for your account. A tender of such shares of Litton
preferred stock can be made only by us as the holder of record and pursuant to
your instructions.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all shares of Litton preferred stock held by us
for your account, in accordance with the terms and subject to the conditions
set forth in the Offer.
Your attention is directed to the following:
1. The Offer Price is $35.00 per share of Litton preferred stock, net to the
seller in cash, without interest and less any required withholding of taxes,
upon the terms and subject to the conditions set forth in the Offer.
2. The Offer is being made for all outstanding shares of Litton preferred
stock.
3. The Offer is being made pursuant to the terms of an Amended and Restated
Agreement and Plan of Merger (the "Amended Merger Agreement"), dated as of
January 23, 2001, among Northrop Grumman, Litton, NNG and LII Acquisition
Corp., a Delaware corporation ("LII Acquisition"). The Amended Merger
Agreement further provides, among other things, for the making of the Offer by
NNG. The Amended Merger Agreement
further provides that LII Acquisition will be merged with and into Litton (the
"Litton merger") following the completion of the Offer. Litton will continue
as the surviving corporation after the Litton merger and will be a subsidiary
of NNG.
4. The directors present at a meeting of the Board of Directors of Litton
have unanimously (i) determined that each of the Offer and the Litton merger
is fair to, and in the best interests of, the common stockholders of Litton
and (ii) approved and adopted the Amended Merger Agreement and the
transactions contemplated thereby and resolved to recommend acceptance of the
Offer by the common stockholders of Litton and approval and adoption by the
stockholders of Litton, if necessary, of the Amended Merger Agreement. The
Board of Directors of Litton makes no recommendation with respect to the
tender of Litton preferred stock.
5. The Offer and withdrawal rights will expire at 12:00 midnight, New York
City time, on Thursday, March 1, 2001, unless the Offer is extended.
6. Tendering stockholders will not be obligated to pay any commissions or
fees to any broker, dealer or other person or, except as set forth in the
instructions in of the Letter of Transmittal, stock transfer taxes with
respect to the transfer and sale of shares of Litton preferred stock to NNG or
to its order pursuant to the Offer.
7. The Offer is conditioned upon, among other things, (i) there being
validly tendered and not properly withdrawn prior to the expiration or
termination of the Offer a total of at least 25,646,399 shares of common
stock, par value $1.00 per share (together with the associated rights to
purchase preferred stock of Litton Industries, Inc. pursuant to the Rights
Agreement dated as of August 17, 1994, as amended December 21, 2000 and
January 23, 2001, between Litton Industries, Inc. and The Bank of New York,
the "Litton common stock"), and Litton preferred stock, which represents a
majority of the total outstanding shares of Litton common stock and Litton
preferred stock on a fully-diluted basis, and (ii) the receipt of certain
governmental and regulatory approvals. The Offer also is subject to other
terms and conditions.
If you wish to have us tender any or all of the shares of Litton preferred
stock held by us for your account, please instruct us by completing, executing
and returning to us the instruction form contained in this letter. If you
authorize a tender of your Litton preferred stock, all your shares of Litton
preferred stock will be tendered unless otherwise specified in the instruction
form. Your instructions should be forwarded to us in ample time to permit us
to submit a tender on your behalf on or prior to the expiration of the Offer.
2
INSTRUCTIONS WITH RESPECT TO THE
Offer to Purchase for Cash
All Outstanding Shares of Series B $2 Cumulative Preferred Stock
of
Litton Industries, Inc.
for
$35.00 Net Per Share
by
NNG, Inc.,
a wholly owned subsidiary of
Northrop Grumman Corporation
The undersigned acknowledge(s) receipt of your letter enclosing the Offer to
Purchase or Exchange, dated February 1, 2001, and the related Letter of
Transmittal, in connection with the offer by NNG, Inc., a Delaware corporation
("NNG"), and a wholly owned subsidiary of Northrop Grumman Corporation, to
purchase all of the outstanding shares of Series B $2 Cumulative Preferred
Stock, par value $5.00 per share ("Litton preferred stock"), of Litton
Industries, Inc., a Delaware corporation, at $35.00 per Preferred Share, net
to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase or Exchange and in the related
Letter of Transmittal.
This will instruct you to tender to NNG the number of shares of Litton
preferred stock indicated below (or, if no number is indicated below, all
Litton preferred stock) which are held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the
Offer to Purchase or Exchange and in the related Letter of Transmittal
furnished to the undersigned.
Number of shares of
Litton preferred
stock
to be Tendered*:
- -------------------
SIGN BELOW
_______________________________________
Signature(s)
_______________________________________
Please print name(s)
_______________________________________
Address
_______________________________________
Account Number
_______________________________________
Area Code & Telephone Number
_______________________________________
Taxpayer Identification Number(s) or
Social Security Number(s)
Dated: __________________________, 2001
- -------
* Unless otherwise indicated, it will be assumed that all of your Preferred
Shares held by us for your account are to be tendered.
3
EXHIBIT 99.(a)(5)(xii)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give to
EquiServe Trust Company--Social Security numbers have nine digits separated by
two hyphens: i.e., 000-00-0000. Employer identification numbers have
nine digits separated by only one hyphen: i.e., 00-0000000. The table below
will help determine the number to give to EquiServe Trust Company.
- ---------------------------------------------
Give the
SOCIAL SECURITY
For this type of account: number of-
- ---------------------------------------------
1. Individual The individual
2. Two or more individuals The actual owner
(joint account) of the account
or, if combined
funds, the first
individual on
the account(1)
3. Husband and wife (joint The actual owner
account) of the account
or, if combined
funds, the first
individual on
the account(1)
4. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
5. Adult and minor (joint The adult or, if
account) the minor is the
only contributor,
the minor(1)
6. Account in the name of The ward, minor
guardian or committee or incompetent
for a designated ward, person(3)
minor or incompetent
person
7. a. The usual revocable The grantor-
savings trust account trustee(1)
(grantor is also trustee)
b. So-called trust The actual
account that is not a owner(1)
legal or valid trust
under state law
8. Sole proprietorship The owner(4)
------
Give the
EMPLOYER
IDENTIFICATION
For this type of account: number of--
------
9. A valid trust, estate or The legal entity
pension trust (do not furnish
the identifying
number of the
personal
representative
or trustee
unless the legal
entity itself is
not designated
in the account
title.)
(5)
10. Corporate The corporation
11. Religious, charitable or The organization
educational tax-exempt
organization
12. Partnership account held The partnership
in the name of the
business
13. Association, club or The organization
other tax-exempt
organization
14. A broker or registered The broker or
nominee nominee
15. Account with the The public
Department of entity
Agriculture in the name
of a public entity (such
as a state or local
government, school
district or prison) that
receives agricultural
program payments
- --------------------------------------- ---------------------------------------
(1) List first and circle the name of the person whose number you furnish. If
only one person has a social security number, that person's number must be
furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner. You must show your individual name, but you
may also enter your business or "doing business as" name. You may use
either your social security number or employer identification number (if
you have one).
(5) List first and circle the name of the legal trust, estate or pension
trust.
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER OF SUBSTITUTE FORM W-9
Page 2
Obtaining a Number
If you don't have a TIN or you don't know your number, obtain Form SS-5,
Application for a Social Security Card, or Form SS-4, Application for Employer
Identification Number, at the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number.
Payees Exempt From Backup Withholding
Payees specifically exempted from backup withholding include the following:
1. An organization exempt from tax under section 501(a), any IRA, or a
custodial account under section 403(b)(7) if the account satisfies the
requirements of section 401(f)(2).
2. The United States or any of its agencies or instrumentalities.
3. A state, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities.
4. A foreign government or any of its political subdivisions, agencies, or
instrumentalities.
5. An international organization or any of its agencies or
instrumentalities.
Other payees that may be exempt from backup withholding include:
6. A corporation.
7. A foreign central bank of issue.
8. A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.
9. A futures commission merchant registered with the Commodity Futures
Trading Commission.
10. A real estate investment trust.
11. An entity registered at all times during the tax year under the
Investment Company Act of 1940.
12. A common trust fund operated by a bank under section 584(a).
13. A financial institution.
14. A middleman known in the investment community as a nominee or custodian.
15. A trust exempt from tax under section 664 or described in section 4947.
Payments Exempt From Backup Withholding
Dividends and patronage dividends that generally are exempt from backup
withholding include:
. Payments to nonresident aliens subject to withholding under section 1441.
. Payents to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
. Payments of patronage dividends not paid in money.
. Payments made by certain foreign organizations.
. Section 404(k) distributions made by an ESOP.
Interest payments that generally are exempt from backup withholding include:
. Payments of interest on obligations issued by individuals. Note: you may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided a
correct TIN to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
. Payments described in section 6049(b)(5) to nonresident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TIN, WRITE
"EXEMPT" ON THE FACE OF THE FORM AND SIGN AND DATE THE FORM.
Certain payments other than interest, dividends and patronage dividends not
subject to information reporting are also not subject to backup withholding.
For details, see the regulations under Internal Revenue Code sections 6041,
6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.
Privacy Act Notice.--Section 6109 of the Internal Revenue Code requires you to
give your correct TIN to persons who must file information returns with the
IRS to report, among other things, interest, dividends, and certain other
income paid to you. The IRS uses the numbers for identification purposes and
to help verify the accuracy of your tax return. The IRS may also provide this
information to the Department of Justice for civil and criminal litigation,
and to cities, states and the District of Columbia to carry out their tax
laws. You must provide your TIN whether or not you are required to file a tax
return. Payers must generally withhold 31% of taxable interest, dividend and
certain other payments to a payee who does not give a TIN to a payer. Certain
penalties may also apply.
Penalties
(1) Penalty for Failure to Furnish TIN.--If you fail to furnish your correct
TIN to a payer, you are subject to a penalty of $50 for each such failure
unless your failure is due to reasonable cause and not to willful neglect.
(2) Civil and Criminal Penalties for False Information.--If you make a false
statement with no reasonable basis which results in no imposition of backup
withholding, you are subject to a $500 civil penalty. Willfully falsifying
certifications or affirmations may also subject you to criminal penalties
including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE
2
EXHIBIT (a)(5)(ix)
A registration statement relating to the securities proposed to be issued in the
Offer has been filed with the Securities and Exchange Commission but has not
yet become effective. Such securities may not be sold nor may offers to buy
such securities be accepted prior to the time the registration statement
becomes effective. This announcement is not an offer to sell or the
solicitation of an offer to buy such securities nor shall there be any sale
thereof in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state. In those jurisdictions where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of NNG by one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
Notice of Offer to Purchase or Exchange
Each Outstanding Share of Common Stock
(together with associated rights)
of
Litton Industries, Inc.
for any of the following, at the election of tendering holders of Common Stock
$80.00 net, in cash, not subject to proration or
$80.25 in market value (as described below) of shares of NNG, Inc. Common Stock,
subject to proration or
0.80 shares of NNG, Inc. Series B Preferred Stock, subject to proration and
Each Outstanding Share of Series B $2 Cumulative Preferred Stock
of
Litton Industries, Inc.
for $35.00 net, in cash, not subject to proration
by
NNG,Inc.
a wholly owned subsidiary of
Northrop Grumman Corporation
Immediately prior to the acceptance of shares pursuant to the Offer,
NNG,Inc. will become a holding company for Northrop Grumman Corporation and will
change its name to "Northrop Grumman Corporation." At such time, the present
Northrop Grumman Corporation will change its name to "Northrop Grumman
Operations Corporation."
The number of shares of NNG common stock exchanged for each Common Share
will be determined by dividing $80.25 by the average of the closing prices of
Northrop Grumman common stock for the five consecutive trading days ending two
trading days prior to the expiration of the Offer. The Offer is made upon the
terms and subject to the conditions set forth in the Offer to Purchase or
Exchange, dated February 1, 2001 (the "Offer to Purchase or Exchange"), and in
the related Letter of Transmittal for the Common Shares and the related Letter
of Transmittal for the Preferred Shares (each individually, a "Letter of
Transmittal," together, the "Letters of Transmittal," and which, together with
the Offer to Purchase or Exchange, as each may be amended or supplemented from
time to time, collectively constitute the "Offer"). As used herein, the term
"Common Shares" refers to the common stock of Litton and the term "Preferred
Shares" refers to the Series B $2 Cumulative Preferred Stock of Litton.
Only 13,000,000 shares of NNG common stock and 3,500,000 shares of NNG
Series B Preferred Stock are available for exchange in the Offer. If tendering
Litton stockholders elect to receive more than such amounts, such elections will
be subject to pro rata reduction based on the number of shares covered thereby,
as described in the Offer to Purchase or Exchange.
Tendering stockholders who have Common Shares and/or Preferred Shares
registered in their names and who tender directly will not be charged brokerage
fees or commissions or, subject to the instructions in the Letters of
Transmittal, transfer taxes on the exchange of Common Shares and/or Preferred
Shares pursuant to the Offer. Stockholders who hold their Common Shares and/or
Preferred Shares through a broker or bank should consult such institution as to
whether it charges any service fees. Northrop Grumman or NNG will pay all
charges and expenses of the Depositary, the Information Agent and the Dealer
Manager (each as defined below) incurred in connection with the Offer.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, MARCH 1, 2001, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
The Offer is being made pursuant to an Amended and Restated Agreement and
Plan of Merger, dated as of January 23, 2001 (the "Merger Agreement"), among
Northrop Grumman, NNG, LII Acquisition Corp. and Litton, pursuant to which,
after completion of the Offer, LII Acquisition Corp. will be merged with and
into Litton (the "Merger") and Litton will be the surviving corporation. On the
effective date of the Merger, each outstanding Common Share (other than Common
Shares held by NNG, Northrop Grumman and their respective subsidiaries or by
stockholders who have properly perfected appraisal rights under Delaware law)
will by virtue of the Merger, and without any action by the holder thereof, be
cancelled and converted into the right to receive $80.00 per Common Share in
cash, or any higher cash price paid pursuant to the Offer, without interest.
Each Preferred Share not accepted for payment in the Offer will remain
outstanding after the Merger, without change, as a share of the Series B $2
Cumulative Preferred Stock of Litton. The Merger Agreement is more fully
described in the Offer to Purchase or Exchange.
THE DIRECTORS OF LITTON PRESENT AT A DULY CALLED SPECIAL MEETING OF THE
BOARD OF DIRECTORS (I) UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE OFFER AND
THE MERGER, (II) UNANIMOUSLY DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR
TO, AND IN THE BEST INTEREST OF, THE HOLDERS OF COMMON SHARES, AND (III)
UNANIMOUSLY RECOMMEND THAT THE COMMON STOCKHOLDERS ACCEPT THE OFFER AND TENDER
THEIR COMMON SHARES PURSUANT TO THE OFFER. THE BOARD OF DIRECTORS OF LITTON IS
NOT MAKING ANY RECOMMENDATION TO HOLDERS OF PREFERRED SHARES AS TO WHETHER THEY
SHOULD ACCEPT THE OFFER AND TENDER THEIR PREFERRED SHARES PURSUANT TO THE OFFER.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A TOTAL OF AT
LEAST 25,646,399 COMMON SHARES AND PREFERRED SHARES, WHICH REPRESENTS A MAJORITY
OF THE TOTAL OUTSTANDING COMMON SHARES AND PREFERRED SHARES ON A FULLY-DILUTED
BASIS, (II) THE EXPIRATION OR TERMINATION OF ANY APPLICABLE WAITING PERIOD UNDER
THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED AND, TO THE
EXTENT REQUIRED, THE APPROVAL OF THE MERGER BY THE COMMISSION OF THE EUROPEAN
UNION UNDER REGULATION (EEC) NO. 4064/89 OF THE COUNCIL OF THE EUROPEAN UNION,
AND (III) THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, RELATING TO THE SECURITIES TO BE ISSUED IN THE OFFER, SHALL HAVE
BECOME EFFECTIVE. THE OFFER ALSO IS SUBJECT TO OTHER TERMS AND CONDITIONS.
For purposes of the Offer, NNG will be deemed to have accepted for payment
or exchange (and thereby purchased) Common Shares and Preferred Shares validly
tendered and not withdrawn as, if and when NNG gives oral or written notice to
EquiServe Trust Company, N.A. (the "Depositary") of its acceptance for payment
or exchange of such Common Shares and Preferred Shares pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, payment for or
exchange of Common Shares and Preferred Shares accepted for payment or exchange
pursuant to the Offer will be made by deposit of the purchase price therefor or
certificates representing shares of NNG common stock or NNG preferred stock
exchangeable therefor with the Depositary, which will act as agent for all
tendering stockholders for the purpose of receiving payments or certificates
representing shares of NNG common stock or NNG preferred stock from NNG and
transmitting such payments or delivering such certificates to tendering
stockholders whose Common Shares and/or Preferred Shares have been accepted for
payment or exchange. In all cases, payment for Common Shares and Preferred
Shares accepted for payment or exchange pursuant to the Offer (and delivery of
certificates representing shares of NNG common stock and NNG preferred stock
issued pursuant to the Offer) will be made only after timely receipt by the
Depositary of (i) certificates representing the Common Shares and/or Preferred
Shares or a Book-Entry Confirmation (as defined in the Offer to Purchase or
Exchange) with respect to such Common Shares and/or Preferred Shares, (ii) a
Letter of Transmittal to tender Common Shares and/or a Letter of Transmittal to
tender Preferred Shares (or a manually signed facsimile therof), properly
completed and duly executed, with any required signature guarantees or, in the
case of a book-entry transfer, an Agent's Message (as defined in the Offer to
Purchase or Exchange) in lieu of such Letter of Transmittal, and (iii) any other
documents required by the Letter of Transmittal.
UNDER NO CIRCUMSTANCES WILL ANY INTEREST BE PAID ON THE OFFER PRICE FOR
TENDERED COMMON SHARES AND TENDERED PREFERRED SHARES, REGARDLESS OF ANY
EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
For United States federal income tax purposes, it is expected that: Litton
stockholders who receive only cash for their Common Shares or Preferred Shares
pursuant to the Offer will recognize any gain or loss on the exchange; holders
of Common Shares who receive solely shares of NNG Common Stock or NNG Series B
Preferred Stock pursuant to the Offer will recognize neither gain nor loss; and
holders of Common Shares who receive a combination of cash and NNG stock
pursuant to the Offer will not recognize any loss and will recognize gain not in
excess of the total amount of cash received.
Subject to the applicable rules and regulations of the Securities and
Exchange Commission, applicable law and the terms of the Merger Agreement, NNG
expressly reserves the right, in its sole discretion, at any time, from time to
time, to extend the period of time during which the Offer is open by giving oral
or written notice of such extension to the Depositary. Any such extension will
be followed as promptly as possible by a public announcement thereof not later
than 9:00 a.m., New York City time, on the next business day after the day on
which the Offer is scheduled to expire. During any such extension, all Common
Shares and Preferred Shares previously tendered and not withdrawn will remain
subject to the Offer, subject to the right of a tendering stockholder to
withdraw its Common Shares and/or Preferred Shares.
Tenders of Common Shares and Preferred Shares made pursuant to the Offer
may be withdrawn at any time prior to the expiration of the Offer. Thereafter,
such tenders are irrevocable, except that they may be withdrawn at any time
after Tuesday, March 6, 2001, unless theretofore accepted for payment as
provided in the Offer to Purchase or Exchange.
For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal containing the information and satisfying the requirements
set forth in the Offer to Purchase or Exchange must be timely received by the
Depositary at one of its addresses set forth on the back cover of the Offer to
Purchase or Exchange.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended, is contained in the Offer to Purchase or Exchange and is
incorporated herein by reference.
Litton has provided NNG with Litton's stockholder list and security
position listings for the purpose of disseminating the Offer to stockholders.
The Offer to Purchase or Exchange, the related Letters of Transmittal and other
relevant materials will be mailed to record holders of Common Shares and
Preferred Shares and will be furnished to brokers, banks and similar persons
whose names, or the names of whose nominees, appear on the stockholder list or,
if applicable, who are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners of Common
Shares and Preferred Shares.
- --------------------------------------------------------------------------------
THE OFFER TO PURCHASE OR EXCHANGE AND THE LETTERS OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER. SUCH DOCUMENTS MAY BE EXAMINED AT THE WEB SITE OF THE
SECURITIES AND EXCHANGE COMMISSION AT WWW.SEC.GOV.
- --------------------------------------------------------------------------------
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
set forth below. Stockholders may request additional copies of the Offer to
Purchase or Exchange, the related Letters of Transmittal and other tender offer
materials from the Information Agent, the Dealer Manager or their broker,
dealer, commercial bank or trust company. Such additional copies will be
furnished at NNG's expense. No fees or commissions will be paid to brokers,
dealers or other persons (other than the Information Agent and the Dealer
Manager) for soliciting tenders of Common Shares and/or Preferred Shares
pursuant to the Offer.
The Information Agent for the Offer is:
GEORGESON
SHAREHOLDER
COMMUNICATIONS INC.
17 State Street, 10th Floor
New York, New York 10004
Brokers and Bankers Call Collect: (212) 440-9800
All Others Please Call: (800) 223-2064
The Dealer Manager for the Offer is:
Salomon Smith Barney
388 Greenwich Street
New York, New York 10013
Call Toll-Free (877) 319-4978
February 1, 2001
EXHIBIT (b)(ii)
EXECUTION COPY
CREDIT SUISSE FIRST BOSTON JP MORGAN
Eleven Madison Avenue THE CHASE MANHATTAN BANK
New York, NY 10010 270 Park Avenue
New York, NY 10017
January 30, 2001
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, CA 90067-2199
Attention of Albert F. Myers
Project Intrepid
----------------
$6,000,000,000 Senior Credit Facilities
---------------------------------------
Commitment Letter
-----------------
Ladies and Gentlemen:
You have advised Credit Suisse First Boston ("CSFB"), The Chase Manhattan
Bank ("Chase" and, together with CSFB, the "Initial Lenders") and JP Morgan, a
division of Chase Securities Inc. ("JP Morgan" and, together with CSFB, the
"Agents") that Northrop Grumman Corporation ("you" or the "Borrower") intends to
acquire (the "Acquisition") Litton Industries, Inc. (the "Target"), a Delaware
corporation, and to consummate the other Transactions. Capitalized terms used
but not defined herein have the meanings assigned in the Summary of Principal
Terms and Conditions attached hereto as Exhibit A (the "Term Sheet").
You have further advised us that, in connection therewith, the Borrower
will obtain the senior credit facilities (the "Facilities") described in the
Term Sheet, in an aggregate principal amount of $6,000,000,000, consisting of a
364-Day Revolving Credit Facility in a principal amount of $2,500,000,000, a
Five-Year Revolving Credit Facility in a principal amount of $2,500,000,000
(together with the 364-Day Revolving Credit Facility, the "Revolving
Facilities") and a 364-Day Term Facility in the principal amount of
$1,000,000,000 (the "Term Facility" and, together with the Revolving Facilities,
the "Facilities").
In connection with the foregoing, you have requested that (a) we agree to
structure and arrange the Facilities and syndicate the Revolving Facilities, (b)
CSFB and Chase agree to act as co-administrative agents, (c) CSFB and JP Morgan
agree to act as joint book managers and joint lead arrangers for the Facilities
and (d) each Initial Lender severally commits to provide one-half of the
principal amount of the Facilities.
Each Initial Lender is pleased to advise you of its several commitment to
provide up to one-half of the principal amount of the Facilities, upon the terms
and subject to the conditions set forth or referred to in this commitment letter
(the "Commitment Letter") and in the Term Sheet.
It is agreed that CSFB and Chase will act as co-administrative agents for
the Facilities, that CSFB and JP Morgan will act as joint book managers and
joint lead arrangers for the Facilities and that we will, in such capacities,
perform the duties and
exercise the authority customarily performed and exercised by it in such roles.
You agree that no other titles will be awarded and no compensation (other than
that expressly contemplated by the Term Sheet and the Fee Letter referred to
below) will be paid in connection with the Facilities unless you and we shall so
agree.
We intend to syndicate the Revolving Facilities to a group of financial
institutions (together with the Initial Lenders, the "Lenders") identified by us
in consultation with you. We intend to commence syndication efforts promptly
upon the execution of this Commitment Letter, and you agree to actively assist
us in completing a syndication satisfactory to us. Such assistance shall include
(a) your using commercially reasonable efforts to ensure that the syndication
efforts benefit materially from your and the Target's existing lending
relationships, (b) direct contact between senior management, representatives and
advisors of the Borrower, the Target and the proposed Lenders, (c) assistance by
the Borrower and the Target in the preparation of a Confidential Information
Memorandum for the Revolving Facilities and other marketing materials to be used
in connection with the syndication and (d) the hosting, with us, of one or more
meetings of prospective Lenders.
We will manage, in consultation with you, all aspects of the syndication
including decisions as to the selection of institutions to be approached and
when they will be approached, when their commitments will be accepted, which
institutions will participate, the allocation of the commitments among the
Lenders and the amount and distribution of fees among the Lenders. To assist us
in our syndication efforts, you agree promptly to prepare and provide, and to
use commercially reasonable efforts to cause the Target to prepare and provide,
to us all information with respect to the Borrower, the Target and their
respective subsidiaries, the Transactions and the other transactions
contemplated hereby, including all financial information and projections (the
"Projections"), as we may reasonably request. You hereby represent and covenant
that (a) all information other than the Projections (the "Information") that has
been or will be made available to us by you or any of your representatives is or
will be, when furnished, complete and correct in all material respects and does
not or will not, when furnished, contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements
contained therein not materially misleading in light of the circumstances under
which such statements are made and (b) the Projections that have been or will be
made available to us by you or any of your representatives have been or will be
prepared in good faith based upon assumptions that are reasonable at the time
made and at the time the related Projections are made available to us. You agree
that if at any time prior to the closing of the Facilities any of the
representations in the preceding sentence would be incorrect if the Information
and Projections were being furnished, and such representations were being made,
at such time, then you will promptly supplement the Information and the
Projections so that such representations will be correct under those
circumstances. In arranging and syndicating the Facilities, we will be entitled
to use and rely primarily on the Information and the Projections without
responsibility for independent verification thereof.
As consideration for the Initial Lenders' several commitments hereunder and
our agreements to perform the services described herein, you agree to pay to the
Initial Lenders the nonrefundable fees set forth in the Term Sheet and in the
Fee Letter dated the date hereof and delivered herewith with respect to the
Facilities (the "Fee Letter").
The Initial Lenders' several commitments hereunder and our agreements to
perform the services described herein are further subject to (a) our not having
discovered or otherwise become aware of any information not previously disclosed
to us that we believe to be inconsistent in a material and adverse manner with
our understanding, based on the information provided to us prior to the date
hereof, of the business, assets, operations, condition (financial or otherwise),
or prospects of the Borrower, the Target and their respective subsidiaries, (b)
there not having occurred any material adverse change or material adverse
condition in the business, assets, operations, condition (financial or
otherwise) or prospects of the Borrower and its subsidiaries, taken as a whole,
or the Target and its subsidiaries, taken as a whole, in each case since
December 31, 1999, (c) there not having occurred after the date hereof a
material disruption of or material adverse change in financial, banking or
capital market conditions that has adversely affected the syndication of the
Revolving Facilities, (d) our satisfaction that, prior to and during the
syndication of the Revolving Facilities, there shall be no competing issues of
debt securities or commercial bank or other credit facilities of the Borrower,
the Target or their respective subsidiaries being offered, placed or arranged,
(e) the negotiation, execution and delivery of definitive documentation with
respect to the Facilities satisfactory to us and our counsel, (f) our having
been afforded a reasonable period following the date hereof to syndicate the
Revolving Facilities and (g) the other conditions set forth in the Term Sheet.
You agree (a) to indemnify and hold harmless each of CSFB, Chase, JP Morgan
and their respective affiliates and their respective officers, directors,
employees, agents and controlling persons from and against any and all losses,
claims, damages, liabilities and expenses, joint or several, to which any such
persons may become subject arising out of or in connection with this Commitment
Letter, the Fee Letter, the Term Sheet, the Transactions, the Facilities or any
related transaction or any claim, litigation, investigation or proceeding
relating to any of the foregoing, regardless of whether any of such indemnified
persons is a party thereto, and to reimburse each of such indemnified persons
upon demand for any reasonable legal or other expenses incurred in connection
with investigating or defending any of the foregoing, provided that the
--------
foregoing indemnity will not, as to any indemnified person, apply to losses,
claims, damages, liabilities or related expenses to the extent they are found in
a final judgment of a court to have resulted from the willful misconduct or
gross negligence of such indemnified person, and (b) to reimburse us from time
to time, upon presentation of a summary statement, for all reasonable out-of-
pocket expenses (including but not limited to expenses of our due diligence
investigation, syndication expenses, travel expenses and reasonable fees,
disbursements and other charges of counsel), in each case incurred in connection
with the Facilities and the preparation of this Commitment Letter, the Term
Sheet, the Fee Letter and the definitive documentation for the Facilities.
Notwithstanding any other provision of this Commitment Letter, no indemnified
person shall be liable for any indirect or consequential damages in connection
with its activities related to the Facilities.
You acknowledge that each of us and our affiliates may be providing debt
financing, equity capital or other services (including financial advisory
services) to other companies in respect of which you may have conflicting
interests regarding the transactions described herein and otherwise. None of us
will use confidential information obtained from you by virtue of the
transactions contemplated by this Commitment Letter or its other relationships
with you in connection with the performance by us of services for other
companies, and none of us will furnish any such information to other
companies. You also acknowledge that none of us has any obligation to use in
connection with the transactions contemplated by this Commitment Letter, or to
furnish to you, confidential information obtained by us from other companies.
This Commitment Letter and our commitments hereunder shall not be
assignable by you without the prior written consent of the Initial Lenders and
the Agents (and any attempted assignment without such consent shall be null and
void), are intended to be solely for the benefit of the parties hereto (and
indemnified persons), are not intended to confer any benefits upon, or create
any rights in favor of, any person other than the parties hereto (and
indemnified persons), and are not intended to create a fiduciary relationship
among the parties hereto. Each Initial Lender may assign its commitment
hereunder to any of its affiliates or any Lender. Any such assignment to an
affiliate will not relieve the assignor from any of its obligations hereunder
unless and until such affiliate shall have funded the portion of the commitment
so assigned. Any assignment to a Lender shall be by novation and shall release
the assignor from the portion of its commitment hereunder so assigned. This
Commitment Letter may not be amended or any provision hereof waived or modified
except by an instrument in writing signed by the Initial Lenders, the Agents and
you. This Commitment Letter may be executed in any number of counterparts, each
of which shall be an original and all of which, when taken together, shall
constitute one agreement. Delivery of an executed counterpart of a signature
page of this Commitment Letter by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof. This Commitment Letter and
the Fee Letter are the only agreements that have been entered into between us
with respect to the Facilities and set forth the entire understanding of the
parties with respect thereto. This Commitment Letter shall be governed by, and
construed in accordance with, the laws of the State of New York.
EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY
PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE PERFORMANCE OF
SERVICES HEREUNDER.
This Commitment Letter is delivered to you on the understanding that
neither this Commitment Letter, the Term Sheet or the Fee Letter nor any of
their terms or substance shall be disclosed, directly or indirectly, to any
other person except (a) to your officers, employees, attorneys, accountants and
advisors on a confidential and need-to-know basis or (b) as required by
applicable law or compulsory legal process (in which case you agree to inform us
promptly thereof); provided that following your acceptance hereof and of the Fee
--------
Letter you may disclose this Commitment Letter, the Term Sheet and the contents
hereof and thereof (but not the Fee Letter or the contents thereof) to the
Target and its attorneys, accountants and advisors, in each case in connection
with the Acquisition and on a confidential and need-to-know basis.
The compensation, reimbursement, indemnification and confidentiality
provisions contained herein and in the Fee Letter shall remain in full force and
effect regardless of whether definitive financing documentation shall be
executed and delivered and notwithstanding the termination of this Commitment
Letter or the Initial Lenders' commitments hereunder.
If the foregoing correctly sets forth our agreement, please indicate your
acceptance of the terms hereof and of the Term Sheet and the Fee Letter by
returning to us executed counterparts hereof and of the Fee Letter not later
than 5:00 p.m., New York City time, on January 31, 2001. The Initial Lenders'
commitments hereunder and agreements contained herein will expire at such time
in the event that we have not received such executed counterparts in accordance
with the immediately preceding sentence. In the event that the Closing Date does
not occur on or before March 31, 2001, then this Commitment Letter and the
Initial Lenders' commitments and undertakings hereunder shall automatically
terminate unless we shall, in our discretion, agree to an extension. Before such
date, we may terminate this Commitment Letter if any event occurs or information
becomes available that, in our judgment, results or is likely to result in the
failure to satisfy any condition precedent set forth herein or in the Term
Sheet.
This Commitment Letter supersedes and replaces the Commitment Letter dated
December 20, 2000, among Credit Suisse First Boston, The Chase Manhattan Bank,
Chase Securities Inc. and Northrop Grumman Corporation.
We are pleased to have been given the opportunity to assist you in
connection with the financing for the Acquisition.
Very truly yours,
CREDIT SUISSE FIRST BOSTON,
by
____________________________
Name:
Title:
by
____________________________
Name:
Title:
JP MORGAN, a division of CHASE
SECURITIES INC.,
by
____________________________
Name:
Title:
THE CHASE MANHATTAN
BANK,
by
____________________________
Name:
Title:
Accepted and agreed to as of
the date first above written:
NORTHROP GRUMMAN CORPORATION,
by
______________________
Name:
Title:
CONFIDENTIAL
January 30, 2001 EXHIBIT A
Project Intrepid
----------------
$6,000,000,000 Senior Credit Facilities
---------------------------------------
Summary of Principal Terms and Conditions
-----------------------------------------
Borrowers: Initially, Northrop Grumman Corporation, a
- --------- Delaware corporation ("Northrop Grumman")
and, substantially concurrent with
Holding's acquisition (the "Acquisition")
of Litton Industries, Inc., a Delaware
corporation ("Litton"), Litton (together
with Northrop Grumman, the "Borrowers").
[Parent Guarantor: A newly formed Delaware corporation ("Holdings")
- ----------------- that, after the Mergers referred to
below, will be the direct parent of each Borrower.]
[Joint Liability;Guarantees: Each Borrower will be jointly and severally
- --------------------------- liable for the obligations of the other
Borrower under the Facilities. In addition,
the obligations of each Borrower will be
irrevocably and unconditionally guaranteed
by Holdings (the "Guarantee").]
Acquisition: Holdings intends to acquire Litton pursuant
- ----------- to the Amended and Restated Agreement and
Plan of Merger dated as of [ ], 2001 (as
amended, the "Merger Agreement"), among
Northrop Grumman, LII Acquisition, Inc.
("Litton Merger Sub") and Litton. Pursuant
to the Merger Agreement, Litton Merger Sub
has made an offer (the "Exchange Offer") to
acquire all the issued and outstanding
capital stock of Litton for consideration
consisting of, at the election of the
holders thereof and subject to certain
other conditions and adjustments, (a) $80
per share, net to the seller in cash,
and/or (b) a combination of new common
stock of Holdings (valued at up to $1.1
billion in the aggregate) and/or new
preferred stock of Holdings (valued at up
to $350 million in the aggregate) (the
"Exchange Offer"). Immediately prior to the
consummation of the Exchange Offer,
Holdings will cause a newly formed,
wholly-owned subsidiary ("Northrop Merger
Sub") to merge (the "Northrop Grumman
Merger") with and into Northrop Grumman, as
consideration for which the existing
stockholders of Northrop Grumman will
receive common stock of Holdings. As
promptly as practicable following the
consummation of the Exchange Offer, Litton
Merger Sub and Litton will merge (the
"Litton Merger" and, together with the
Northrop Grumman Merger, the "Mergers") in
a transaction in which, subject to
stockholders' dissent rights, each issued
and outstanding share of capital stock of
Litton not acquired in the Exchange Offer
will be converted into the right to receive
$80 per share in cash. The
aggregate consideration payable to the
stockholders of Litton in respect of the
Acquisition will be approximately $3.8
billion. In connection with the
Acquisition, (a) Northrop Grumman and
Litton will repay all amounts outstanding
under, and terminate, their primary
existing bank credit agreements (the
"Existing Credit Agreements") and repay
certain other existing debt (together with
the Existing Credit Agreements, the
"Refinanced Debt"), (b) the Borrowers will
obtain the senior credit facilities
described below under the caption "Senior
Credit Facilities" and (c) fees and
expenses incurred in connection with the
foregoing will be paid. The transactions
described in this paragraph, together with
the Acquisition, are collectively referred
to herein as the "Transactions".
Sources and Uses: The approximate sources and uses of the
- ---------------- funds necessary to consummate the
Transactions are set forth in Annex II
hereto.
Joint Bookrunners and Joint Lead Arrangers: JP Morgan, a division of Chase Securities
- ------------------------------------------ Inc. ("JP Morgan") and Credit Suisse First
Boston ("CSFB") will act as joint
bookrunners and joint lead arrangers for
the Facilities (the "Arrangers"), and will
perform the duties customarily associated
with such roles.
Co-Administrative Agents: The Chase Manhattan Bank ("Chase") and CSFB
- ------------------------ will act as co-administrative agents (the
"Agents") for a syndicate of financial
institutions (together with Chase and CSFB,
the "Lenders"), and will perform the duties
customarily associated with such role.
Payment Agent: Chase (the "Payment Agent").
- -------------
Syndication Agent solely in connection
- --------------------------------------
with the Revolving Facilities: Salomon Smith Barney Inc.
- -----------------------------
Co-Documentation Agents solely in
- ---------------------------------
connection with the Revolving Facilities: The Bank of Nova Scotia and Deutsche Banc
- ---------------------------------------- Alex. Brown Securities Inc.
Senior Credit Facilities: Two unsecured Revolving Credit Facilities
- ------------------------ (each a "Revolving Facility" and together
the "Revolving Facilities") in an aggregate
principal amount of up to $5,000,000,000,
comprised of:
(A) A 364-Day Revolving Credit Facility in an
aggregate principal amount of up to
$2,500,000,000 (the "364-Day Revolving
Facility") and
(B) A Five-Year Revolving Credit Facility
in an aggregate principal amount of up to
$2,500,000,000 (the "Five-Year Revolving
Facility").
An unsecured Term Loan Facility (the "Term
Facility" and, together with the Revolving
Facilities, the "Facilities") in an
aggregate principal amount of
$1,000,000,000.
Availability: (A) Loans under the Term Facility will be
- ------------ available in a single drawing on the date
of the initial funding under the
Facilities. Amounts borrowed and repaid
under the Term Facility may not be
reborrowed.
(B) Amounts borrowed and repaid under the
Revolving Facilities may be reborrowed
subject to availability under the
applicable Revolving Facility.
Purpose: The initial borrowings under the Facilities
- ------- will be made by Northrop Grumman. The
proceeds of the initial borrowings will be
used (a) by Northrop Grumman to make a
contribution to the equity capital of
Holdings prior to the Northrop Grumman
Merger, which Holdings will in turn use to
pay the cash consideration payable in the
Exchange Offer and the Litton Merger, (b)
by both Borrowers to refinance the Existing
Credit Agreements and Refinanced Debt and
(c) by both Borrowers to pay related fees
and expenses. Holdings will guarantee the
borrowings immediately following the
Northrop Grumman Merger. The proceeds of
subsequent borrowings under the Revolving
Facilities, which may be made by either
Northrop Grumman or Litton, will be used
for general corporate purposes.
Final Maturity: (A) The Lenders' commitments under the 364-
- -------------- Day Revolving Facility will expire and the
borrowings thereunder will mature on the
date that is 364 days after the date of
execution of definitive credit
documentation for the Facilities (the
"Closing Date").
(B) Commitments under the Five-Year
Revolving Facility will expire and the
borrowings thereunder will mature on the
fifth anniversary of the Closing Date.
(C) Borrowings under the Term Facility will
mature on the date that is 364 days after
the Closing Date, and will require no
scheduled amortization prior thereto.
Mandatory Prepayments and
- -------------------------
Reductions in Commitments: Commitments under the 364-Day Revolving
- -------------------------- Facility will be reduced (and loans
thereunder prepaid) and loans under the
Term Facility shall be prepaid from time to
time by an amount equal to (a) 100% of the
value of the Holdings stock (either common
or preferred) that is received by Litton
shareholders pursuant to the Exchange
Offer, (b) 100% of the net cash proceeds of
certain non-ordinary-course asset sales or
other dispositions of assets by Holdings
and its subsidiaries and (c) 100% of the
net cash proceeds of certain issuances of
debt or equity securities of Holdings and
its subsidiaries.
All of the above-described prepayments will
be applied first to the reduction of
commitments under the 364-Day Revolving
Facility, except that the net cash proceeds
of the issuance of debt by Northrop Grumman
pursuant to its proposed Rule 144A offering
will be applied first to the Term Facility
until the Term Facility is paid in full,
and then to the reduction of commitments
under the 364-Day Revolving Facility.
Voluntary Prepayments and
- -------------------------
Reductions in Commitments: Voluntary prepayments of borrowings under
- -------------------------- the Term Facility and voluntary reductions
of the unutilized portion of the
commitments and prepayments of borrowings
under the Revolving Facilities will be
permitted at any time, in minimum principal
amounts to be agreed upon, without premium
or penalty, subject to reimbursement of the
Lenders' redeployment costs in the case of
a prepayment of Adjusted LIBOR borrowings
other than on the last day of the relevant
interest period.
Representations and Warranties: Usual for facilities and transactions of
- ------------------------------ this type and otherwise substantially in
the form of those contained in Northrop
Grumman's Second Amended and Restated
Credit Agreement dated as of March 1, 1996
and amended by Amendment No. 1 dated as of
November 1, 1996 (the "Restated Credit
Agreement"), including corporate existence;
accuracy of financial information; absence
of material adverse change; absence of
material litigation; absence of breach or
defaults; corporate action; necessary
approvals; use of proceeds; ERISA matters;
payment of taxes; ownership of properties;
environmental matters; true and complete
disclosure; material subsidiaries and
intercompany debt.
Conditions Precedent to Initial Borrowing: Usual for facilities and transactions of
- ----------------------------------------- this type and otherwise substantially in
the form of those contained in the Restated
Credit Agreement, including: delivery of
satisfactory legal opinions, audited
financial statements and other financial
information; accuracy of representations
and warranties; absence of defaults,
prepayment events or creation of liens
under debt instruments or other agreements;
evidence of authority; and payment of
expenses and fees.
The Northrop Grumman Merger and the
Exchange Offer shall be consummated
substantially simultaneously with the
closing under the Facilities and there
shall have been validly tendered under the
Exchange Offer and not withdrawn a majority
of the capital stock of Litton, such that
Litton Merger Sub would be able to
consummate the Litton Merger without the
vote of any other stockholder of Litton, in
each case in accordance with applicable law
and on the terms described herein; the
Merger Agreement and all other related
documentation shall be satisfactory to the
Lenders; and none of such documentation
shall have been amended, waived or modified
in any material respect without the consent
of the Lenders.
After giving effect to the Transactions and
the other transactions contemplated hereby,
Holdings and its subsidiaries shall have
outstanding no indebtedness or preferred
stock other than (a) the loans and other
extensions of credit under the Facilities
and (b) other indebtedness to be agreed
upon.
The Lenders shall have received (a) audited
consolidated balance sheets and related
statements of income, stockholders' equity
and cash flows of Northrop Grumman and
Litton for the 1997, 1998 and 1999 fiscal
years and (b) (i) unaudited consolidated
balance sheets and related statements of
income, stockholders' equity and cash flows
of Northrop Grumman and Litton for each
subsequent
fiscal quarter ended 30 days before the
Closing Date or (ii) all 10-Qs which
Northrop Grumman and Litton have filed, as
required, with the SEC, neither of which
shall be materially inconsistent with the
financial statements or forecasts
previously provided to the Lenders.
The amount and nature of any environmental
or health and safety liabilities, including
any liabilities related to the presence or
release of, or exposure to, hazardous
substances, to which Holdings and its
subsidiaries may be subject after giving
effect to the Transactions shall be
substantially consistent with the Agents'
understanding thereof based on the
disclosure contained in Northrop Grumman's
Annual Report on Form 10-K for the year
ended December 31, 1999 and Litton's Annual
Report on Form 10-K for its year ended July
31, 2000.
All requisite governmental authorities and
third parties shall have approved or
consented to the Transactions and the other
transactions contemplated hereby to the
extent required, all applicable appeal
periods shall have expired and there shall
be no litigation, governmental,
administrative or judicial action, actual
or threatened, that could reasonably be
expected to restrain, prevent or impose
burdensome conditions on the Transactions
or the other transactions contemplated
hereby.
Conditions Precedent to
- -----------------------
all Borrowings: Delivery of notice, accuracy of
- --------------- representations and warranties and absence
of defaults.
Affirmative Covenants: Usual for facilities and transactions of
- --------------------- this type and otherwise substantially in
the form of those contained in the Restated
Credit Agreement (to be applicable to
Holdings and its subsidiaries), including
delivery of financial statements and other
financial information; maintenance of
corporate existence and rights; performance
of obligations, including payment of taxes
and ERISA; compliance with law; delivery of
notices of default and litigation;
maintenance of satisfactory insurance and
inspection of books and properties.
Negative Covenants: Usual for facilities and transactions of
- ------------------ this type and otherwise substantially in
the form of those contained in the Restated
Credit Agreement (to be applicable to
Holdings and its subsidiaries), including
limitations on restricted payments;
limitations on dispositions of property;
limitations on guarantees; limitations on
mergers, acquisitions and asset sales;
limitations on subsidiary equity issuances;
limitations on liens; limitations on loans
and investments; limitations on debt and
hedging arrangements; limitations on
acquisitions of Margin Stock and
limitations on changes in business
conducted by Holdings and its subsidiaries.
Selected Financial Covenants: Usual for facilities and transactions of
- ---------------------------- this type and otherwise substantially in
the form of those contained in the Restated
Credit Agreement (with financial
definitions and levels to be agreed upon),
including (a) maximum ratios of Funded Debt
to Total Capitalization, (b) maximum ratios
of Funded Debt to Cash Flow and (c) minimum
ratios of Cash Flow minus Capital
Expenditures to Fixed Charges.
Events of Default: Usual for facilities and transactions
- ----------------- of this type and otherwise substantially
in the form of those contained in the
Restated Credit Agreement, including:
failure to pay principal, interest or
other amounts; breach of representations
and warranties; breach of covenants;
certain bankruptcy events; cross
default and cross acceleration; certain
ERISA matters; certain judgments;
invalidity of Guarantee; and Change in
Control (to be defined).
Voting: Amendments and waivers of the definitive
- ------ credit documentation will require the
approval of Lenders holding more than 50%
of the aggregate amount of the loans and
commitments under the Facilities, except
that the consent of each Lender adversely
affected thereby shall be required with
respect to, among other things, (a)
increases in the commitment of such Lender,
(b) reductions of principal, interest or
fees, (c) release of Guarantee and (d)
extensions of final maturity.
Yield Protection and Illegality: Usual and customary, including but not
- ------------------------------- limited to protection with respect to
breakage costs, changes in capital
requirements or their interpretation,
changes in circumstances, reserves,
illegality and taxes.
Assignments and Participations: The Lenders will be permitted to assign
- ------------------------------ loans and commitments to other Lenders (or
their affiliates) without restriction, or
to other financial institutions with the
consent of the Borrowers and the Agents, in
each case not to be unreasonably withheld;
provided, that the Borrowers shall be
--------
entitled to base their consent or refusal
upon the criteria
described in Northrop Grumman's Existing
Credit Agreement. Each assignment (except
to other Lenders or their affiliates) will
be in a minimum amount of $10,000,000. The
Agents will receive a customary processing
and recordation fee, payable by the
assignor and/or the assignee, with each
assignment. Assignments will be by novation.
The Lenders will be permitted to
participate loans and commitments without
restriction to other financial
institutions. Voting rights of participants
shall be limited to matters in respect of
(a) increases in commitments, (b)
reductions of principal, interest or fees,
(c) release of Guarantee and (d) extensions
of final maturity.
Expenses and Indemnification: Holdings and the Borrowers will indemnify
- ---------------------------- the Arrangers, the Agents and the other
Lenders and hold them harmless from and
against all costs, expenses (including
without limitation fees, disbursements and
other charges of counsel) and liabilities
of the Arrangers, the Agents and the other
Lenders arising out of or relating to any
claim or any litigation or other proceeding
(regardless of whether the Arrangers, the
Agents or any other Lender is a party
thereto) that relates to the Transactions,
including the financing contemplated
hereby, the Acquisition or any transactions
connected therewith, provided that none of
--------
the Arrangers, the Agents or any other
Lender will be indemnified for any cost,
expense or liability to the extent
determined in the final judgment of a court
of competent jurisdiction to have resulted
from its gross negligence or willful
misconduct. In addition, all out-of-pocket
expenses of the Lenders for enforcement
costs and documentary taxes associated with
the Facilities are to be paid by the
Borrowers.
Governing Law and Forum: New York.
- -----------------------
Counsel to Agents and
- ---------------------
Arrangers: Cravath, Swaine & Moore.
---------
ANNEX I
Facility Fee: Facility Fees will accrue and be payable to
- ------------ the Lenders on the aggregate amount of each
Revolving Facility (whether drawn or
undrawn), commencing on the date of the
initial funding under any of the
Facilities. Facility Fees will be payable
in arrears at the end of each calendar
quarter and upon the maturity date or the
termination of the commitments. The rates
at which the Facility Fees accrue will
depend upon the ratings of Moody's
Investors Service, Inc. and Standard and
Poor's Ratings Services (the "Ratings")
applicable to the [Holding's] senior,
unsecured, non-credit enhanced long-term
debt (the "Index Debt"), as set forth in
the table appearing at the end of this
Annex I.
Interest Rates: The interest rates under the Facilities
- -------------- will be, at the option of [Holdings],
Adjusted LIBOR or ABR, in each case plus
spreads depending upon the Ratings, as set
forth in the table appearing at the end of
this Annex I.
Holdings may elect interest periods of 1,
2, 3 or 6 months for Adjusted LIBOR
borrowings.
Calculation of interest shall be on the
basis of the actual days elapsed in a year
of 360 days (or 365 or 366 days, as the
case may be, in the case of ABR loans based
on the Prime Rate) and interest shall be
payable at the end of each interest period
and, in any event, at least every 3 months.
ABR is the Alternate Base Rate, which is
the higher of Chase's Prime Rate and the
Federal Funds Effective Rate plus 1/2 of 1%.
Adjusted LIBOR will at all times include
statutory reserves.
FEE AND SPREAD TABLES
364-Day
Revolving Ratings Facility Fee LIBOR Spread ABR Spread (bps Drawn Cost (bps
Facility (S&P/Moody's) (bps per annum) (bps per annum) per annum) per annum)
- ---------- -------------- ---------------- ---------------- ------------ ------------
Category 1 BBB+ or Baal or 10.0 65.0 0.0 75.0
higher
Category 2 BBB or Baa2 or 12.5 87.5 0.0 100.0
higher
Category 3 BBB- and Baa3 17.5 107.5 7.5 125.0
Category 4 BBB- and Ba1 or 25.0 125.0 25.0 150.0
BB+ and Baa3
Category 5 BB+ and Ba1 30.0 145.0 45.0 175.0
Category 6 Anything lower 37.5 187.5 87.5 225.0
Five-Year
Revolving Ratings Facility Fee LIBOR Spread ABR Spread (bps Drawn Cost (bps
Facility (S&P/Moody's) (bps per annum) (bps per annum) per annum) per annum)
- ---------- -------------- ---------------- ---------------- ------------ ------------
Category 1 BBB+ or Baa1 or 15.0 60.0 0.0 75.0
higher
Category 2 BBB or Baa2 or 17.5 82.5 0.0 100.0
higher
Category 3 BBB- and Baa3 22.5 102.5 2.5 125.0
Category 4 BBB- and Ba1 or 37.5 112.5 12.5 150.0
BB+ and Baa3
Category 5 BB+ and Ba1 42.5 132.5 32.5 175.0
Category 6 Anything lower 50.0 175.0 75.0 225.0
Term Ratings LIBOR Spread ABR Spread (bps
Facility (S&P/Moody's) (bps per annum) per annum)
- ---------- -------------- ---------------- ------------
Category 1 BBB+ or Baa1 or 75.0 0.0
higher
Category 2 BBB or Baa2 or 100.0 0.0
higher
Category 3 BBB- and Baa3 125.0 25.0
Category 4 BBB- and Ba1 or 150.0 50.0
BB+ and Baa3
Category 5 BB+ and Ba1 175.0 75.0
Category 6 Anything lower 225.0 125.0
ANNEX II
Sources and Uses of Funds
(in millions of dollars)
(all figures are approximate)
Sources of Funds Uses of Funds
- ---------------- -------------
Combined Facilities 1/ up to $1,658.0
Purchase of Equity up to $2,523.0
Retire Misc. Existing 131.0
Excess Cash/Option 187.0 Debt & Preferred
Proceeds
Litton Change-In Control 141.0
144A Notes 1,000.0 Fees & Expenses 50.0
-------- --------
Total Sources up to $2,845.0 Total Uses up to $2,845.0
======== ========
- --------------
1/ Represents an estimate of the amount to be drawn under the Facilities
on the Closing Date.
