Filed by: Northrop Grumman Corporation (formerly NNG, Inc.) and
Northrop Grumman Systems Corporation
(formerly Northrop Grumman Corporation)
Pursuant to Rule 424(b)(5)
Commission File No.: 333-54800
[LETTERHEAD OF NORTHROP GRUMMAN]
Contact: Bob Bishop (Media) (310) 201-3335
Gaston Kent (Investors) (310) 201-3423
For Immediate Release
NORTHROP GRUMMAN ISSUES UPDATE
------------------------------
ON LITTON INDUSTRIES TENDER OFFER
---------------------------------
LOS ANGELES -- April 9, 2001 -- Northrop Grumman Corporation (NYSE: NOC)
has provided the following updated information concerning its tender offer for
Litton Industries Inc., which expired at midnight E.D.T. on April 2, 2001:
"The depository, Equiserve Trust Co. Inc., has advised Northrop Grumman
that tenders had been received for 44,660,309 shares of Litton common stock, of
the 45,900,722 shares outstanding as of March 28, 2001. The depository also
advised Northrop Grumman that 240,632 shares of Litton's Series B preferred
shares had been tendered, of the 410,643 outstanding as of March 28, 2001. All
figures are current as of the close of the tender offer and the delivery of
guaranteed shares following three trading days ended April 5, 2001.
"Based on this preliminary information, the company believes that tenders
have been received electing in excess of the maximum 13 million shares of common
stock and 3.5 million shares of Series B preferred stock of Northrop Grumman
which are to be issued in this transaction. The parties electing to receive
either common or preferred stock, therefore, may be subject to a proration of
shares.
Page 2
NORTHROP GRUMMAN ISSUES UPDATE
------------------------------
ON LITTON INDUSTRIES TENDER OFFER
---------------------------------
"These preliminary results indicate that those tendering Litton shares for
Northrop Grumman common under Alternative A are subject to a proration factor of
approximately 0.7907 and 1.0 for Alternative B. Those tendering for Northrop
Grumman preferred will be subject to a proration factor of approximately 0.1753
on the preferred for Alternatives A, B and C. Those tendering for preferred
Alternative A are subject to an approximate proration factor of 0.7907 for the
Northrop Grumman common portion of the election and 1.0 for preferred
Alternative B.
"The company stated that it expects to complete the determination of
proration of shares shortly and to issue shares within the next week."
Northrop Grumman Corporation is a $15 billion, global aerospace and defense
company with its worldwide headquarters in Los Angeles. Northrop Grumman
provides technologically advanced, innovative products, services and solutions
in defense and commercial electronics, systems integration, information
technology and non-nuclear shipbuilding and systems. With 80,000 employees and
operations in 44 states and 25 countries, Northrop Grumman serves U.S. and
international military, government and commercial customers.
# # #
0401-62
Members of the news media may receive our releases via e-mail by registering at:
http://www.northgrum.com/cgi-bin/regist form.cgi
------------------------------------------------
LEARN MORE ABOUT US: Northrop Grumman news releases, product information, photos
and video clips are available on the Internet at: http://www.northgrum.com
------------------------