SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): November 15, 2001
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in charter)
Delaware 1-16411 95-4840775
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1840 Century Park East
Los Angeles, California 90067
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 553-6262
Item 5. Other Events
Northrop Grumman Corporation is filing this Current Report on Form 8-K in
order to file with the Securities and Exchange Commission certain items that are
to be incorporated by reference into its Registration Statement on Form S-3
(File No. 333-71290).
Item 7. Financial Information, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit Description of Exhibit
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Number
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1.1 Underwriting Agreement dated November 15, 2001, and Terms
Agreements relating to the Registrant's Common Stock and Equity
Security Units, each dated November 15, 2001, among the
Registrant, J.P. Morgan Securities Inc. and Salomon Smith
Barney Inc., as representatives for the underwriters named
therein.
4.1 Form of Indenture between the Registrant and JPMorgan Chase
Bank, as trustee (incorporated by reference to Form 8-A filed
by the Registrant on November 14, 2001).
4.2 Form of Officer's Certificate describing the terms of the
Senior Notes which are a component of the Normal Units
(incorporated by reference to Form 8-A filed by the Registrant
on November 14, 2001).
4.4 Form of Purchase Contract Agreement between the Registrant and
JPMorgan Chase Bank, as Purchase Contract Agent (incorporated
by reference to Form 8-A filed by the Registrant on November
14, 2001).
4.5 Form of Pledge Agreement among the Registrant, The Bank of New
York, as Collateral Agent, Custodial Agent and Securities
Intermediary, and JPMorgan Chase Bank, as Purchase Contract
Agent (incorporated by reference to Form 8-A filed by the
Registrant on November 14, 2001).
4.6 Form of Remarketing Agreement (incorporated by reference to
Form 8-A filed by the Registrant on November 14, 2001).
8.1 Tax opinion of Sheppard, Mullin, Richter & Hampton LLP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORTHROP GRUMMAN CORPORATION
(Registrant)
Date: November 15, 2001 By: /s/ John H. Mullan
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John H. Mullan, Corporate Vice
President and Secretary
EXHIBIT INDEX
Exhibit
Number Description
1.1 Underwriting Agreement dated November 15, 2001, and Terms Agreements
relating to the Registrant's Common Stock and Equity Security Units,
each dated November 15, 2001, among the Registrant, J.P. Morgan
Securities Inc. and Salomon Smith Barney Inc., as representatives for
the underwriters named therein.
8.1 Tax opinion of Sheppard, Mullin, Richter & Hampton LLP.