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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: FEBRUARY 1, 2002
DATE OF EARLIEST EVENT REPORTED: NOVEMBER 29, 2001
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-16411 95-4840775
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
1840 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(Address of principal executive offices)
(310) 553-6262
(Registrant's telephone number,
including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 18, 2002, Northrop Grumman Corporation, a Delaware
corporation ("Northrop Grumman"), through its wholly owned subsidiary,
Purchaser Corp. I, a Delaware corporation (the "Purchaser") completed its
acquisition of all outstanding shares of common stock of Newport News
Shipbuilding Inc., a Delaware corporation ("Newport News") pursuant to an
Agreement and Plan of Merger, dated as of November 7, 2001 (the "Merger
Agreement") by and among Northrop Grumman, the Purchaser and Newport News.
Pursuant to the Merger Agreement, Newport News was merged with and into the
Purchaser, with the Purchaser being the surviving corporation (the
"Merger"). The surviving corporation's name was changed to Newport News
Shipbuilding Inc.
Northrop Grumman completed its acquisition of Newport News in a
two-step transaction. In the first step of the transaction, on November 29,
2001, the Purchaser completed an offer to purchase or exchange (the
"Offer") each outstanding share of the Newport News common stock (including
associated rights) for either, at the election of the holder: (i) $67.50
net per share, in cash, or (ii) 0.7193 shares of Northrop Grumman, subject
in each case to the proration procedures and limitations described in the
amended prospectus dated November 13, 2001 and comprising a part of
Northrop Grumman's Registration Statement on Form S-4 (Commission File No.
333-61506) as amended from time to time (the "S-4"). In the Offer, Northrop
Grumman, through the Purchaser acquired 26,240,422 shares of Newport News
common stock (including associated rights), which represented approximately
80.7% of the outstanding shares of Newport News common stock, as of
December 5, 2001. Pursuant to the Offer, Northrop Grumman paid
approximately $511,569,918 in cash and issued approximately 13,423,758
shares of Northrop Grumman. In the subsequent Merger, each surrendered
outstanding share of Newport News common stock received, at the election of
the holder: (i) $67.50 net per share, in cash, or (ii) 0.7193 shares of
Northrop Grumman (the same consideration offered in the Offer). Those
stockholders who did not make an election in connection with the merger or
did not surrender their shares of Newport News will receive $51.14 in cash
and 0.1743 shares of Northrop Grumman.
The Merger is intended to qualify as a tax-free reorganization and is
being accounted for as a purchase. The description contained in this Item 2
of the transaction contemplated by the Merger Agreement is entirely
qualified in its entirety by reference to the full text of the Merger
Agreement, which is included as Exhibit 2.1 hereto.
Exhibits.
Exhibit Description of Exhibits
Number
2.1 Agreement and Plan of Merger dated as of November 7, 2001,
among Northrop Grumman Corporation, Newport News
Shipbuilding Inc. and Purchaser Corp. I filed as Annex C to
Form S-4 Registration Statement No. 333-61506 filed with the
SEC on December 13, 2001 and incorporated herein by
reference.
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
Date: February 1, 2002
By: /s/ John H. Mullan
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John H. Mullan
Corporate Vice President and
Secretary