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 21, 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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4.1 Indenture, dated as of November 21, 2001, between the
Registrant and JPMorgan Chase Bank, as trustee.
4.2 Officers' Certificate, dated as of November 21, 2001,
describing the terms of the Senior Notes which are a component
of the Registrant's Equity Security Units.
4.3 Purchase Contract Agreement, dated as of November 21, 2001,
between the Registrant and JPMorgan Chase Bank, as Purchase
Contract Agent.
4.4 Pledge Agreement, dated as of November 21, 2001, among the
Registrant, The Bank of New York, as Collateral Agent,
Custodial Agent and Securities Intermediary, and JPMorgan Chase
Bank, as Purchase Contract Agent.
4.5 Form of Remarketing Agreement.
4.6 Form of Senior Note (included in Exhibit 4.2).
4.7 Form of Normal Units Certificate (included in Exhibit 4.3).
4.8 Form of Stripped Units Certificate (included in Exhibit 4.3).
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 21, 2001 By: /s/ John H. Mullan
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John H. Mullan, Corporate Vice President
and Secretary
EXHIBIT INDEX
Exhibit
Number Description
4.1 Indenture, dated as of November 21, 2001, between the Registrant and
JPMorgan Chase Bank, as trustee.
4.2 Officers' Certificate, dated as of November 21, 2001, describing the
terms of the Senior Notes which are a component of the Registrant's
Equity Security Units.
4.3 Purchase Contract Agreement, dated as of November 21, 2001, between
the Registrant and JPMorgan Chase Bank, as Purchase Contract Agent.
4.4 Pledge Agreement, dated as of November 21, 2001, among the Registrant,
The Bank of New York, as Collateral Agent, Custodial Agent and
Securities Intermediary, and JPMorgan Chase Bank, as Purchase Contract
Agent.
4.5 Form of Remarketing Agreement.