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