UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
___________________________________________
Litton Industries, Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
538021 10 6
(CUSIP Number)
W. Burks Terry
Corporate Vice President and General Counsel
NNG, Inc.
1840 Century Park East
Los Angeles, California 90067
(310) 553-6262
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 23, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes.)
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________________________________________________________________________________
(1) Name of Reporting Persons:
I.R.S. Identification Nos. of above persons (entities only):
Northrop Grumman Corporation
95-1055798
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
________________________________________________________________________________
(3) SEC Use Only:
________________________________________________________________________________
(4) Source of Funds (See Instructions):
BK
________________________________________________________________________________
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): [ ]
________________________________________________________________________________
(6) Citizenship or Place of Organization:
Delaware
________________________________________________________________________________
NUMBER OF SHARES (7) Sole Voting
BENEFICIALLY OWNED Power
BY EACH REPORTING ______________________________________
PERSON WITH (8) Shared Voting
Power 12,657,764
______________________________________
(9) Sole Dispositive
Power
______________________________________
(10) Shared Dispositive
Power 12,657,764
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
12,657,764
________________________________________________________________________________
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): [ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11):
27.8%
________________________________________________________________________________
(14) Type of Reporting Person (See Instructions):
CO
________________________________________________________________________________
________________________________________________________________________________
(1) Name of Reporting Persons:
I.R.S. Identification Nos. of above persons (entities only):
NNG, Inc.
95-4838004
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
________________________________________________________________________________
(3) SEC Use Only:
________________________________________________________________________________
(4) Source of Funds (See Instructions):
BK
________________________________________________________________________________
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): [ ]
________________________________________________________________________________
(6) Citizenship or Place of Organization:
Delaware
________________________________________________________________________________
NUMBER OF SHARES (7) Sole Voting
BENEFICIALLY OWNED Power
BY EACH REPORTING _______________________________________
PERSON WITH (8) Shared Voting
Power 12,657,764
_______________________________________
(9) Sole Dispositive
Power
_______________________________________
(10) Shared Dispositive
Power 12,657,764
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
12,657,764
________________________________________________________________________________
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): [ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11):
27.8%
________________________________________________________________________________
(14) Type of Reporting Person (See Instructions):
CO
________________________________________________________________________________
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (this "Schedule 13D") relates to the common
stock, par value $1.00 per share (the "Litton Common Stock"), of Litton
Industries, Inc., a Delaware corporation ("Litton"). The principal executive
offices of Litton are located at 21240 Burbank Boulevard, Woodland Hills,
California 91367-6675.
Responses to each item of this Schedule 13D are qualified in their entirety
by the Exhibits filed hereto.
ITEM 2. IDENTITY AND BACKGROUND
The names of the persons filing this Statement are Northrop Grumman
Corporation, a Delaware corporation ("Northrop Grumman") and NNG, Inc., a newly-
formed Delaware corporation that is wholly-owned by Northrop Grumman ("NNG," and
together with Northrop Grumman, the "Reporting Persons"). The address of the
principal business and principal office of each of the Reporting Persons is 1840
Century Park East, Los Angeles, California 90067. Northrop Grumman is an
advanced technology company operating in the Integrated Systems Sector ("ISS"),
Electronic Systems and Sensor Sector ("ES/3/") and Information Technology
("Logicon") segments of the broadly defined aerospace and defense industry. NNG
was recently incorporated on January 16, 2001 in preparation for a
reorganization and has not conducted any substantial business activities to
date.
Neither Reporting Person has been convicted in any criminal proceedings
during the past five years and neither Reporting Person has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
during the past five years.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
NNG expects to obtain the funds necessary from Northrop Grumman to
consummate the offer and the merger with Litton. Northrop Grumman has received
a commitment letter from Credit Suisse First Boston, The Chase Manhattan Bank
and JP Morgan, a division of Chase Securities, Inc. (the "Commitment Letter"),
providing for the structure, arrangement and syndication of senior unsecured
loans of up to an aggregate of $6,000,000,000, the initial proceeds of which
will be used to: (i) acquire Litton Common Stock and all of Litton's outstanding
shares of the Series B $2 cumulative preferred stock (the "Litton Preferred
Stock") in the offer and the merger with Litton; (ii) to retire and refinance
certain outstanding debt of Litton; and (iii) to pay any related expenses. The
proceeds of subsequent borrowings under the loans will be used for general
corporate purposes of NNG, Northrop Grumman and Litton. The loans will be in
the form 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"). Each of the Facilities will be an unsecured senior credit
facility and will contain usual and customary affirmative and negative covenants
and customary financial covenants. Interest rates for the loans will be
adjusted LIBOR (which will at
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all times include statutory reserves) or the adjusted base rate (which is the
higher of (i) The Chase Manhattan Bank's prime rate, and (ii) the federal funds
effective rate plus 0.5%), at the election of Northrop Grumman, in each case
plus spreads depending upon a schedule of certain specified Standard & Poor's
and Moody's Investor Services ratings of Northrop Grumman. Northrop Grumman may
elect interest periods of one, two, three or six months for adjusted LIBOR
borrowings under the loans.
It is expected that the loan documents will be negotiated while the offer
is outstanding and signed on or before the expiration date of the offer. No
alternate financing plans exist.
ITEM 4. PURPOSE OF THE TRANSACTION
On January 5, 2001, Northrop Grumman commenced a cash tender offer to
purchase all Litton Common Stock at $80.00 per share and all Litton Preferred
Stock at $35.00 per share (the "Offer"), pursuant to its original merger
agreement, dated December 22, 2000, with Litton (the "Original Merger
Agreement"). The Original Merger Agreement contemplated a back-end merger to
acquire any remaining shares of Litton Common Stock not tendered and purchased
in the Offer (the "Original Transaction").
Subsequently, Northrop Grumman, NNG, Litton and LII Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of NNG ("LII Acquisition"),
agreed to amend the terms of the Original Transaction pursuant to the terms of
an amended merger agreement, dated as of January 23, 2001 (the "Amended Merger
Agreement"), to provide that, in connection with the acquisition of Litton,
Northrop Grumman will merge with and into an NNG subsidiary, the results of
which will be that NNG will become a holding company and the sole stockholder of
Northrop Grumman and NNG will be renamed "Northrop Grumman Corporation."
In addition, the terms of the Original Transaction were amended on
January 23, 2001 to provide holders of Litton Common Stock with a choice among
the following forms of consideration in an offer to purchase or exchange for
each share of Litton Common Stock: (i) shares of NNG common stock ("NNG Common
Stock"); (ii) shares of NNG Series B preferred stock ("NNG Preferred Stock");
and/or (iii) cash. The NNG Common Stock and NNG Preferred Stock will be issued
on a basis that is intended to be tax-free to Litton stockholders. The number of
shares of NNG Common Stock and NNG Preferred Stock available in the offer to
purchase or exchange is limited and, if holders of Litton Common Stock elect to
receive more shares of NNG Preferred Stock or NNG Common Stock than are
available, such shares issued to Litton stockholders will be subject to
proration. Any shares of Litton Common Stock not tendered and purchased in the
offer to purchase or exchange will be acquired for cash in a merger of Litton
with a wholly-owned subsidiary of NNG, LII Acquisition. The terms of the
Original Transaction with respect to the purchase of the Litton Preferred Stock
remain unchanged by the Amended Merger Agreement. The Original Transaction as
modified by the Amended Merger Agreement is referred to herein as the "Amended
Transaction." Additional information concerning the Amended Transaction is
contained in NNG's Form S-4 (File No. 333-54800)(the "S-4"), a copy of which has
been filed with the Securities and Exchange Commission ("SEC"). Copies of the S-
4 may be obtained, without charge, from the SEC website at www.sec.gov.
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Upon acceptance for exchange of Litton's shares in the Offer, NNG will be
entitled to designate a number of directors of Litton constituting at least a
majority of Litton's board of directors. Consequently, NNG's representation on
Litton's board of directors will equal the product of (i) the number of
directors on Litton's board of directors, and (ii) the quotient resulting from
dividing (A) the number of shares of Litton Common Stock then held by NNG, by
(B) the total number of outstanding shares of Litton Common Stock. Until the
merger with Litton has been consummated, Litton's board of directors will always
have at least three members who were directors of Litton prior to consummation
of the offer.
Also, in connection with the Amended Transaction, Northrop Grumman, NNG and
Unitrin, Inc., a Delaware corporation ("Unitrin"), have entered into a
stockholder's agreement, dated as of January 23, 2001, (the "Stockholder's
Agreement"). Pursuant to the Stockholder's Agreement, Unitrin has agreed (i) to
tender, and to cause its subsidiaries, Trinity Universal Insurance Company, a
Texas corporation, United Insurance Company of America, an Illinois corporation
and Union National Life Insurance Company, a Louisiana corporation (these three
Unitrin subsidiaries, collectively the "Unitrin Subsidiaries") to tender, all
shares of Litton Common Stock owned by Unitrin and the Unitrin Subsidiaries into
the offer to purchase or exchange; (ii) to vote, and to cause the Unitrin
Subsidiaries to vote, all shares of the Litton Common Stock held by Unitrin and
the Unitrin Subsidiaries at any meeting of stockholders of Litton in favor of
the Amended Transaction or any actions proposed to be taken in contemplation of
the Amended Transaction and against any action the effect of which could
reasonably be expected to impede, interfere with, delay, postpone or materially
adversely affect the Amended Transaction; (iii) to elect to receive, and to
cause the Unitrin Subsidiaries to elect to receive, NNG Preferred Stock in the
offer to purchase or exchange (each a "Preferred Election") with respect to at
least 3,750,000 shares of Litton Common Stock in the aggregate; (iv) to elect to
receive, and to cause the Unitrin Subsidiaries to elect to receive, NNG Common
Stock in the offer to purchase or exchange (each a "Common Election") with the
remainder of any shares of Litton Common Stock held by Unitrin and the Unitrin
Subsidiaries as to which a Preferred Election is not made or as to which NNG
Preferred Stock is not received due to the proration provisions of the Amended
Transaction; and (v) with respect to any Common Election, to specify that such
election is made for the "Alternative A" proration option that will result in
the receipt of NNG Common Stock only to the extent that other Common Elections
specifying the "Alternative B" proration option receive all the shares of NNG
Common Stock elected to be received by them. A summary of the Alternative A and
Alternative B proration options is contained in the S-4 filed by NNG, which
summary is incorporated herein by reference.
Unitrin has also agreed, and has also agreed to cause the Unitrin
Subsidiaries (A) not to take any actions inconsistent with the obligations
listed above, and (B) subject to certain limitations, not to solicit or
encourage, or enter into any agreement concerning, any alternatives to the
Amended Transaction. Finally, pursuant to the terms of the Stockholder's
Agreement and the form of irrevocable proxy attached thereto, Unitrin has
granted and has agreed to cause the Unitrin Subsidiaries to grant an irrevocable
proxy and power of attorney in favor of Northrop Grumman and NNG with respect to
all shares of Litton Common Stock held by Unitrin and the Unitrin Subsidiaries,
but only with respect to the matters necessary for consummation of the
transactions contemplated by the Amended Merger Agreement and only to be
exercised in the manner discussed above with respect to the voting obligations
of Unitrin and the Unitrin Subsidiaries. The Stockholder's Agreement is filed as
Exhibit (d)(5) to Amendment No. 4 to the Tender Offer Statement on Schedule TO,
dated January 31, 2001 and is incorporated herein by reference. A summary of the
Stockholder's Agreement is contained in the S-4 filed by NNG, which summary is
also incorporated herein by reference.
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In addition, NNG, Northrop Grumman and Unitrin have entered into a
Registration Rights Agreement dated as of January 23, 2001 (the "Registration
Rights Agreement") giving Unitrin certain "demand" and "piggyback" registration
rights with respect to NNG Common Stock and NNG Preferred Stock. The
Registration Rights Agreement is filed as Exhibit (d)(6) to Amendment No. 4 to
the Tender Offer Statement on Schedule TO, dated January 31, 2001, and is
incorporated herein by reference. A summary of the Registration Rights Agreement
is contained in the S-4 filed by NNG, which summary is also incorporated herein
by reference.
Apart from the foregoing, the Reporting Persons currently have no plans or
proposals that relate to or would result in the occurrence of any of the
transactions and events specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information contained in Item 4 above is incorporated herein by
reference.
The aggregate number of shares of common stock beneficially owned by
Northrop Grumman is 12,657,764 which represents 27.8% of the outstanding Litton
Common Stock. The aggregate number of shares of common stock beneficially owned
by NNG is 12,657,764 which represents 27.8% of the outstanding Litton Common
Stock.
Northrop Grumman has:
. 0 shares of Litton Common Stock as to which it has the sole power
to vote or to direct the vote;
. 12,657,764 shares of Litton Common Stock as to which it has shared
power to vote or to direct the vote;
. 0 shares of Litton Common Stock as to which it has the sole power
to dispose or to direct the disposition; and
. 12,657,764 shares of Litton Common Stock as to which it has shared
power to dispose or to direct the disposition.
NNG has:
. 0 shares of Litton Common Stock as to which it has the sole power
to vote or to direct the vote;
. 12,657,764 shares of Litton Common Stock as to which it has shared
power to vote or to direct the vote;
. 0 shares of Litton Common Stock as to which it has the sole power
to dispose or to direct the disposition; and
. 12,657,764 shares of Litton Common Stock as to which it has shared
power to dispose or to direct the disposition.
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Except as set forth in Item 4 herein, to the best knowledge of each of the
Reporting Persons, within the past 60 days, none of the Reporting Persons has
engaged in any transaction relating to the Litton Common Stock. The reporting
obligations required by subsections 5(d) and 5(e) of this Item are not
applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The descriptions of the Stockholder's Agreement and the Registration
Rights Agreement appearing in Item 4 of this Schedule 13D are incorporated
herein by reference, included as Exhibit 1 and Exhibit 2 to this Schedule 13D
and filed as exhibits to Amendment No. 4 to the Tender Offer Statement on
Schedule TO, dated January 31, 2001, and a summary of each of these agreements
is contained in the S-4 filed by NNG on February 1, 2001, which is incorporated
herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Stockholder's Agreement, dated as of January 23, 2001, by
and among Unitrin, Inc., Northrop Grumman Corporation and
NNG, Inc., and irrevocable proxies related thereto, filed
as Exhibit (d)(5) to Amendment No. 4 to the Tender Offer
Statement on Schedule TO, filed on January 31, 2001 and
subsequently amended from time to time, and incorporated
herein by reference.
Exhibit 2. Registration Rights Agreement, dated as of January 23,
2001, by and among Unitrin, Inc., Northrop Grumman
Corporation and NNG, Inc., filed as Exhibit (d)(6) to
Amendment No. 4 to the Tender Offer Statement on Schedule
TO, filed on January 31, 2001 and subsequently amended
from time to time, and incorporated herein by reference.
Exhibit 3. $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, a division of
Chase Securities, Inc., filed as Exhibit (b)(ii) to
Amendment No. 5 to the Tender Offer Statement on Schedule
TO, filed on February 1, 2001 and subsequently amended
from time to time, and incorporated herein by reference.
Exhibit 4. Agreement and Plan of Merger, dated as of December 21,
2001, by and among Litton Industries, Inc., Northrop
Grumman Corporation, and LII Acquisition Corp., filed as
Exhibit (d)(1) to the Tender Offer Statement on Schedule
TO, filed on January 5, 2001 and subsequently amended from
time to time, and incorporated herein by reference.
Exhibit 5. Amended and Restated Agreement and Plan of Merger, dated
as of January 23, 2001, by and among Northrop Grumman
Corporation,
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Litton Industries, Inc., NNG, Inc. and LII Acquisition
Corp., filed as Exhibit (d)(4) to Amendment No. 4 to the
Tender Offer Statement on Schedule TO, filed on January
31, 2001 and subsequently amended from time to time, and
incorporated herein by reference.
Exhibit 6. Joint Filing Agreement.
Exhibit 7. Registration Statement on Form S-4 (file No. 333-54800)
filed with the SEC by NNG, Inc. on February 1, 2001 and
incorporated herein by reference.
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated as of February 2, 2001
NORTHROP GRUMMAN CORPORATION
/s/ JOHN H. MULLAN
______________________________________________
Name: John H. Mullan
Title: Corporate Vice President and Secretary
NNG, INC.
/s/ JOHN H. MULLAN
______________________________________________
Name: John H. Mullan
Title: Corporate Vice President and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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1 Stockholder's Agreement, dated as of January 23, 2001,
by and among Unitrin, Inc., Northrop Grumman
Corporation and NNG, Inc., and irrevocable proxies
related thereto, filed as Exhibit (d)(5) to Amendment
No. 4 to the Tender Offer Statement on Schedule TO,
filed on January 31, 2001 and subsequently amended
from time to time, and incorporated herein by
reference.
2 Registration Rights Agreement, dated as of January 23,
2001, by and among Unitrin, Inc., Northrop Grumman
Corporation and NNG, Inc., filed as Exhibit (d)(6) to
Amendment No. 4 to the Tender Offer Statement on
Schedule TO, filed on January 31, 2001 and
subsequently amended from time to time, and
incorporated herein by reference.
3 $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, a
division of Chase Securities, Inc., filed as Exhibit
(b)(ii) to Amendment No. 5 to the Tender Offer
Statement on Schedule TO, filed on February 1, 2001
and subsequently amended from time to time, and
incorporated herein by reference.
4 Agreement and Plan of Merger, dated as of December 21,
2001, by and among Litton Industries, Inc., Northrop
Grumman Corporation, and LII Acquisition Corp., filed
as Exhibit (d)(1) to the Tender Offer Statement on
Schedule TO, filed on January 5, 2001 and subsequently
amended from time to time, and incorporated herein by
reference.
5 Amended and Restated Agreement and Plan of Merger,
dated as of January 23, 2001, by and among Northrop
Grumman Corporation, Litton Industries, Inc., NNG,
Inc. and LII Acquisition Corp., filed as Exhibit
(d)(4) to Amendment No. 4 to the Tender Offer
Statement on Schedule TO, filed on January 31, 2001
and subsequently amended from time to time, and
incorporated herein by reference.
6 Joint Filing Agreement.
7 Registration Statement on Form S-4 (file No. 333-
54800) filed with the SEC by NNG, Inc. on February 1,
2001 and incorporated herein by reference.
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