Filed by: Northrop Grumman Corporation
and NNG, Inc.
Pursuant to Rule 425 Under the
Securities Act of 1933
Subject Company: Litton Industries, Inc.
Commission File No: 333-54800
Contact: Jim Taft
(310) 201-3335
For Immediate Release
NORTHROP GRUMMAN EXTENDS
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TENDER OFFER FOR LITTON INDUSTRIES INC.
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LOS ANGELES -- March 16, 2001 -- Northrop Grumman Corporation
(NYSE: NOC) announced today that it has extended its pending tender offer for
the common and preferred stock of Litton Industries Inc. (NYSE: LIT) from March
15, 2001, to March 22, 2001, at midnight E.S.T.
The existing tender offer for all outstanding Litton stock, as previously
announced, will be extended in increments of five business days or less until
the Hart-Scott-Rodino and European Union waiting periods have expired as
provided in Northrop Grumman's agreement with Litton. Northrop Grumman said it
expects to further extend the tender offer next Friday, March 23, 2001, for an
additional one or more business days.
At the close of business on March 15, 2001, approximately 41,859,700 shares
of Litton Industries common and Series B preferred stock had been validly
tendered and not withdrawn. According to Litton, there were 51,292,796 shares
outstanding and reserved for issuance under its employee stock option,
restricted stock or deferred stock plans as of Nov. 30, 2000.
Northrop Grumman Corporation, headquartered in Los Angeles, is a
world-class, high technology company providing innovative solutions in systems
integration, defense electronics and information technology for its U.S. and
international military, government and commercial customers, as a prime
contractor, principal subcontractor, team
-more-
Page 2
NORTHROP GRUMMAN EXTENDS
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TENDER OFFER FOR LITTON INDUSTRIES INC.
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member or preferred supplier. The company had revenues of $7.6 billion in 2000
and has a workforce of approximately 39,000 employees.
NNG, Inc., a wholly-owned subsidiary of Northrop Grumman Corporation, has filed
a Registration Statement on Form S-4 with the Securities and Exchange Commission
(the "SEC") in connection with its offer to purchase or exchange all of the
outstanding capital stock of Litton Industries, Inc. Litton stockholders should
read such Registration Statement and any other relevant documents filed with the
SEC carefully before making any decisions with respect to the offer to purchase
or exchange, because these documents contain important information. Copies of
the Registration Statement and any related documents filed with the SEC can be
obtained free of charge at the website maintained by the SEC at www.sec.gov.
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0301-XX
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