Form 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20509
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): December 12,
2002
Northrop Grumman
Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
1-16411 |
|
95-4840775 |
| (State or Other Jurisdiction of
Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification
No.) |
| 1840 Century Park East, Los Angeles, California 90067 |
|
www.northropgrumman.com |
| (Address of Principal Executive Offices and internet site) |
(310) 553-6262
(Registrant’s telephone number, including area code)
Item 5. Other Events
5(a) Northrop Grumman Corporation issued a press release on December 11, 2002, the full text of which is attached as Exhibit 99.1 and is incorporated herein by this reference.
5(b) On December 11, 2002, the United States of America filed a Complaint, a proposed Final Judgment, and a Stipulation and Order between
the United States of America, as plaintiff, and Northrop Grumman Corporation and TRW Inc., as defendants, by which the parties agreed that the Court may enter the proposed Final Judgment following the United States' compliance with the Antitrust
Procedures and Penalties Act, 15 U.S.C. §§ 16(b)-(h). The full text of the Stipulation and Order with the proposed Final Judgment is attached as Exhibit 99.2 and is incorporated herein by this reference. The Court entered the Stipulation
and Order on December 11, 2002 and the Stipulation became effective upon the closing of the merger acquisition of TRW by Northrop Grumman. Certain statements made or implied in the foregoing materials are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, and in particular, statements that are in the future tense or that imply events that have not yet occurred, are forward-looking, and actual outcomes may differ materially from those
described or anticipated in these materials.
Item 7. Financial Statements and Exhibits
(c) Exhibits
| |
| 99.1 |
|
Press Release dated December 11, 2002 |
| |
| 99.2 |
|
Stipulation and Order with the proposed Final Judgment entered December 11, 2002 |
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.
Date: December 12, 2002
| NORTHROP GRUMMAN CORPORATION (Registrant) |
| |
| By: |
|
/s/ JOHN MULLAN
|
| |
|
John H. Mullan
Corporate Vice President and Secretary |
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EXHIBIT INDEX
| Exhibit No.
|
|
Description
|
| |
| 99.1 |
|
Press Release dated December 11, 2002 |
| |
| 99.2 |
|
Stipulation and Order with the proposed Final Judgment entered December 11, 2002 |
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