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Agreement and Plan of Merger
Agreement and Plan of Merger (19K)
Doc #409621: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of March
---------
20, 2001, is entered into by and between NORTHROP GRUMMAN CORPORATION, a
Delaware corporation ("Parent"), NNG, Inc., a Delaware corporation and a wholly
------
owned subsidiary of Parent ("Holdco"), and NGC ACQUISITION CORP., a Delaware
------
corporation ("Acquisition II"), with reference to the following . . .
409621
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Agreement and Plan of Merger
Agreement and Plan of Merger (155K)
Doc #409676: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF DECEMBER 21, 2000
AMONG
NORTHROP GRUMMAN CORPORATION,
LITTON INDUSTRIES, INC.
AND
LII ACQUISITION CORP.
--------------------------------------------------------------------------------
TABLE OF CONTENTS
. . .
409676
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Unitrin
As referenced in this Agreement and Plan of Merger:
Unitrin, Inc – a) "affiliate" means a person that, directly or indirectly, through one
or more intermediaries controls, is controlled by or is under common control
with the first-mentioned person, provided, that Unitrin, Inc . and its
subsidiaries shall not be considered affiliates of the Company for any purpose
under this Agreement;
(b) "business day" means any day other than a day on which
_____________
dt 1345349
;
 BNY
As referenced in this Agreement and Plan of Merger:
Bank of New York, – each together with a Share purchase right (the "Rights") issued pursuant to
the Stockholder Rights Plan dated as of August 17, 1994 (the "Rights Plan")
between the Company and The Bank of New York, as Rights Agent), (ii) 22 million
shares of preferred stock, par value $5.00 per share, of which, as of November
30, 2000, 410,643 shares of Series B $
_____________
dt 1583713
;
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Merrill Lynch
As referenced in this Agreement and Plan of Merger:
Merrill Lynch & Co – amended if permitted by Sections 5.3 and 5.4. The Company
consents to the inclusion of such recommendation and approval in the Offer
Documents. The Company further represents that Merrill Lynch & Co . (the
"Financial Adviser") has delivered to the Company Board its written opinion that
the Merger Consideration to be received by the common stockholders of the
Company pursuant to the
_____________
Merrill Lynch & Co – only vote of the holders of any class or series of the Company's
capital stock necessary to approve and adopt this Agreement.
SECTION 3.18. Opinion of Financial Adviser. Merrill Lynch & Co . (the
----------------------------
"Company Financial Adviser") has delivered to the Company Board its written
opinion dated the date of this Agreement to the effect that as of such date the
Merger
_____________
dt 1467737
;
 Gibson Dunn
As referenced in this Agreement and Plan of Merger:
Gibson, Dunn – parties, which shall be no later than the second business day
after satisfaction of the latest to occur of the conditions set forth in Article
6 at the offices of Gibson, Dunn & Crutcher LLP, 333 South Grand Avenue, Los
Angeles, California 90071, unless another time, date or place is agreed to in
writing by the parties hereto.
SECTION 2.4. Effects
_____________
Gibson Dunn – as follows:
if to Parent or Acquisition: NORTHROP GRUMMAN CORPORATION
1840 Century Park East
Los Angeles, California 90067
Telecopier: (310) 556-4558
Attention: W. Burks Terry
with a copy to: Gibson Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles CA 90071
Telecopier: (213) 229-6159
Attention: Andrew E. Bogen, Esq.
if to the Company to: LITTON INDUSTRIES, INC.
21240 Burbank
_____________
dt 1483576
;
Wachtell Lipton
As referenced in this Agreement and Plan of Merger:
Wachtell, Lipton – E. Bogen, Esq.
if to the Company to: LITTON INDUSTRIES, INC.
21240 Burbank Boulevard
Woodland Hills, California 91367
Telecopier: (818) 598-2025
Attention: John E. Preston
with a copy to: Wachtell, Lipton , Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telecopier: (212) 403-2000
Attention: Daniel A. Neff, Esq.
or to such other address or facsimile as the
_____________
dt 1388972
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Subscribers | 2000 |
Asset Purchase Agreement
Asset Purchase Agreement (207K)
Doc #409703: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
by and between
NORTHROP GRUMMAN CORPORATION
and
VAC ACQUISITION CORP. II
________________________
Date as of June 9, 2000
________________________
________________________________________________________________________________
TABLE OF CONTENTS
Page
. . .
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Lehman Brothers
As referenced in this Asset Purchase Agreement:
Lehman
Brothers Inc – such party in connection with
this Agreement or the transactions contemplated hereby or that may be entitled
to any brokerage fee, finder's fee or commission in respect thereof are Lehman
Brothers Inc . with respect to Buyer and Salomon Smith Barney with respect to
Seller, and (b) each of Buyer and Seller agrees that it will pay all fees or
commissions which
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dt 1511815
;
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Gibson Dunn
As referenced in this Asset Purchase Agreement:
Gibson, Dunn – Closing; Purchase Price.
-----------------------
(a) The closing (the "Closing") of the purchase and sale of the
Assets and the assumption of the Assumed Liabilities shall be held at the
offices of Gibson, Dunn & Crutcher LLP, 333 South Grand Avenue, Los Angeles,
California, at 9:00 a.m. on June 30, 2000, or if the conditions to Closing set
forth in Article III
_____________
Gibson, Dunn – the
Gulfstream and/or Alcoa contracts pursuant to Sections 8.1(d) or (e) shall be in
effect.
(e) Buyer shall have received an opinion dated the Closing Date of
Gibson, Dunn & Crutcher LLC, special counsel to Seller, substantially in the
form set forth in Exhibit E.
3.2 Seller's Obligation. The obligation of Seller to sell and deliver the
-------------------
_____________
Gibson, Dunn – to Seller, to:
Office of General Counsel
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067
Telephone: (310) 201-3000
Telecopier: (310) 556-4556
with a copy to:
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071
Attention: Andrew E. Bogen, Esq.
Telephone: (213) 229-7159
Telecopier: (213) 229-7520
10.8 Interpretation; Exhibits and Schedules.
_____________
dt 1483577
;
Latham & Watkins
As referenced in this Asset Purchase Agreement:
Latham & Watkins – pursuant to Section 8.1(d) or (e) shall be in effect for the
Gulfstream and Alcoa contracts.
(e) Seller shall have received an opinion dated the Closing Date of
Latham & Watkins , special counsel to Buyer, substantially in the form set forth
in Exhibit F.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER
----------------------------------------
Seller hereby represents and warrants to Buyer as follows:
_____________
Latham & Watkins – II
c/o The Carlyle Group
1001 Pennsylvania Ave., N.W.
Washington, D.C. 20004
Attention: Alan Holt
Telephone: (202) 347-2626
Telecopier: (202) 347-9250
with a copy to:
Latham & Watkins
885 Third Avenue, Suite 1000
New York, NY 10022-4802
Attention: R. Ronald Hopkinson
Telephone: 212-906-1200
Telecopier: 212-751-4864
(ii) if to Seller, to:
Office of
_____________
dt 1339116
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Confidentiality Agreement
Confidentiality Agreement (16K)
Doc #409677: Click preview link for longer preview.
[LETTERHEAD]
Litton
--------------------------------------------------------------------------------
Corporate Litton Industries, Inc.
21240 Burbank Boulevard
Woodland Hills, California
91367-5575
June 23, 2000
Tel 818-598-5955
Fax 818-598- . . .
409677
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Subscribers | 2000 |
Employee Matters Agreement
Employee Matters Agreement (52K)
Doc #409704: Click preview link for longer preview.
EMPLOYEE MATTERS AGREEMENT
This Employee Matters Agreement, (the "Employee Agreement") is entered
into as of this 9th day of June, 2000, by and between Northrop Grumman
Corporation, a Delaware corporation ("Seller") and VAC Acquisition Corp. II, a
Delaware corporation ("Buyer"). Seller and Buyer are sometimes hereinafter
collectively referred to as the "Parties."
W I T N E S S E T H:
WHEREAS, Seller and Buyer have entered into an Asset Purchase Agreement
(the "Purchase Agreement") dated as of the 9th day of June, 2000, relating to
the purchase by Buyer of a portion of the business and assets, and the
assumption of certain related liabilities (collectively, the "Business") of
Seller's Integrated Systems and Aerostructures Sector; and
WHEREAS, the Purchase Agreement contemplates the execution and delivery
of this Employee Agreement; and
NOW, THEREFORE, the Parties, intending to become legally bound, hereby
agree as follows:
SECTION 1
Definitions
-----------
For the purposes of this Employee Agreement, the following capitalized
terms shall have the meanings assigned to them below. Capitalized terms not
defined below shall have the meanings ascribed to them in the Purchase
Agreement.
1.1 "Business Employees" shall mean as of the Closing Date all persons
who are employed on such date by Seller or a Sold Subsidiary and assigned by
Seller or a Sold Subsidiary pursuant to the Seller's or Sold Subsidiary's
ongoing payroll practice to the Business, including each person so employed and
assigned who is on disability (but still on the payroll), and any person so
employed on an approved leave of absence, and any person so employed on layoff
with recall rights and any person listed on Schedule 1(a) as a Shared Service
Employee.
1.2 "Retired Business Employees" shall mean as of the Closing Date all
persons (a) who are not active employees of Seller but who have a defined
benefit pension accrual under either (i) the Northrop Grumman Commercial
Aircraft Division Salaried Retirement Plan portion of the Northrop Grumman
Pension Plan, (ii) the Grumman Pension Plan portion of the Northrop Grumman
Pension Plan, but only if such accrual is attributable solely to service with
the former Grumman Aerostructures business (designated Entity 58 by Seller)
("Entity 58"), (iii) the Northrop Grumman Commercial Aircraft Division Hourly
Retirement Plan, and/or (iv) the Northrop Grumman Commercial Aircraft Division
Protective Services Retirement Plan, but not under any other Seller defined
benefit pension plan; or (b) who are receiving retiree medical benefits pursuant
to either (i) the Northrop Grumman Commercial Aircraft Division Salaried Health
Care Plan (Retiree Health Program only), (ii) the Northrop Grumman Commercial
Aircraft Division Hourly Health Care Plan, or (iii) the Grumman Corporation
Group Health and
{PAGE}
Life Plan (Retiree Health Care and Insurance Program only), and, in the case of
this clause (iii), who terminated employment with Seller while assigned to
Entity 58.
SECTION 2
General Employment Terms and Conditions
---------------------------------------
2.1 Buyer shall offer employment to each Business Employee actively at
work on the Closing Date and shall honor any obligation to reemploy any Business
Employee who is not actively at work on the Closing Date due to leave of absence
(including without limitation disability leave or military leave) or layoff with
recall rights. Seller agrees to provide to Buyer, in a complete, diligent and
timely manner, all relevant information as Buyer may reasonably request with
respect to compensation, service, and other information relating to the
employment of the Business Employees. Buyer shall also after the Closing Date
offer employment to any Shared Service Employee not listed on Schedule 1(a) but
whom Seller and Buyer mutually agree after the Closing Date shall be treated as
a Business Employee ("Delayed Business Employees") and such person(s) shall,
except as expressly provided herein, be treated as Business Employees for all
purposes hereunder.
2.2 Except as provided herein, as of the Closing Date, Business
Employees and Retired Business Employees and their beneficiaries and dependents
shall cease to participate in all Seller Plans. Except as provided herein, Buyer
shall not assume sponsorship, maintenance or administration of any Seller Plan
or any Employee Benefit Plan or Employee Benefit Arrangement that is not a
Seller Plan or receive or assume any assets or liabilities in connection with
any such plan. Notwithstanding the foregoing, all Delayed Business Employees
shall cease participation in all Seller Plans as of their respective dates of
actual transfer to Buyer (in each case, an "Applicable Transfer Date").
2.3 Buyer shall have established as of the Closing Date compensation
and employee benefit plans or arrangements (or shall have designated existing
plans or arrangements) which, for at least 24 months following the Closing Date,
provide each Business Employee who continues to be employed by Buyer and is not
a member of a collective bargaining unit or is not covered by a collective
bargaining agreement with at least the same salary or hourly wage rate as in
effect immediately prior to the Closing Date, or Applicable Transfer Date, and
with other compensation and employee benefits which are comparable in the
aggregate to those provided under the Seller Plans covering such individual
immediately prior to the Closing Date, or Applicable Transfer Date. Buyer shall
have established or designated as of the Closing Date employee benefit plans or
arrangements which, for at least 24 months following the Closing Date, provide
each Retired Business Employee who is not a member of a collective bargaining
unit or is not covered by a collective bargaining agreement with retiree
benefits (including without limitation retiree health and life insurance
coverage) which are comparable in the aggregate to those provided under the
Seller Plans covering such individual immediately prior to the Closing Date. For
purposes of this Section 2.3, compensation and employee benefits shall not
include compensation and employee benefits pursuant to any stock option, stock
purchase, phantom stock, restricted stock, stock appreciation right, or other
stock-based or equity-based compensation plan, program or arrangement.
2
{PAGE}
2.4 From and after the Closing Date, or Applicable Transfer Date,
Buyer shall, and shall cause its affiliates and successors to, provide credit
under Buyer's plans to Business Employees and Retired Business Employees for
their service with Seller and its predecessors and affiliates for purposes of
determining eligibility to participate, vesting, and eligibility to retire (but
not for purposes of benefit accrual), to the same extent that such service was
recognized under the Seller Plans that most closely resemble such Buyer plans.
409704
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Gibson Dunn
As referenced in this Employee Matters Agreement:
Gibson, Dunn – to Seller, to:
Office of General Counsel
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067
Telephone: (310) 201-3000
Telecopier: (310) 556-4556
with a copy to:
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071
Attention: Andrew E. Bogen, Esq.
Telephone: (213) 229-7159
Telecopier: (213) 229-7520
12.11 Descriptive Headings. The Section
_____________
dt 1483578
;
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Latham & Watkins
As referenced in this Employee Matters Agreement:
Latham & Watkins – II
c/o The Carlyle Group
1001 Pennsylvania Ave., N.W.
Washington, D.C. 20004
Attention: Alan Holt
Telephone: (202) 347-2626
Telecopier: (202) 347-9250
with a copy to:
Latham & Watkins
885 Third Avenue, Suite 1000
New York, NY 10022-4802
Attention: R. Ronald Hopkinson
Telephone: (212) 906-1200
Telecopier: (212) 751-4864
(ii) if to Seller, to:
Office of
_____________
dt 1339117
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Estate Enhancement Program
Estate Enhancement Program (25K)
Doc #409634: Click preview link for longer preview.
Northrop Grumman
Estate Enhancement Program
1.
Purpose
1.
The purpose of the Northrop Grumman Estate Enhancement Program (the "Plan") is to provide Executives of Northrop Grumman Corporation who are eligible to defer the receipt of compensation under the Northop Grumman Executive Deferred Compensation Plan the ability to elect life insurance coverage pursuant to a split-dollar life insurance arrangement as an investment alternative under such plan.
2.
Definitions
For purposes of this Plan, the following terms have the meanings set forth below:
2.01
Adjusted Company Death Benefit means the portion of the Policy death benefit payable to the Company solely as a result of an Alternative Death Benefit Election being in effect for the Policy, and shall be determined by subtracting from the amount of Policy death benefit paid to the Company an amount equal to the portion of the Policy death benefit that would have been paid to the Company if an Alternative Death Benefit Election was not in effect for the Policy.
2.02
Agreement means the Agreement executed by the Participant (or other Policy Owner) and the Company implementing the terms of this Plan.
2.03
Alternative Death Benefit means a Company-paid death benefit paid by the Company to the Former Policy Owner's beneficiary(ies) pursuant to an Alternative Death Benefit Election under Section 8 of the Plan.
2.04
Alternative Death Benefit Amount means, with respect to a Participant, an amount that, after subtracting any Company federal, state, and local income tax savings resulting from the deductibility of the payment for corporate tax purposes, is equal to the Adjusted Company Death Benefit reduced by the income taxes (if any) payable by the Company as a result of receiving the Adjusted Company Death Benefit. The Alternative Death Benefit Amount shall be determined at the time the payment is to be made, based on the Company's federal, state and local income tax rate (calculated at the marginal tax rate then applicable to the Company, but net of any federal deduction for state and local taxes) at the time of the payment, and shall be determined by the Committee.
409634
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Guarantee
Guarantee (18K)
Doc #129252: Click preview link for longer preview.
GUARANTEE
GUARANTEE dated as of January 9, 2003 (this Guarantee) made by Northrop Grumman Space & Mission Systems Corp., an Ohio corporation (Guarantor) in favor of and for the benefit of JP Morgan Chase Bank (formerly The Chase Manhattan Bank), as trustee (the Trustee) for the Holders (as such term is defined in the Indenture referred to below) of the 7-1/8% Notes due 2011 (the Notes) and the 7-3/4% Debentures due 2031 (the Debentures) of Northrop Grumman Systems Corporation, a Delaware corporation (formerly Northrop Grumman Corporation) (the Company). The Notes and the Debentures shall be referred to collectively as the Securities.
WHEREAS, the Company has entered into an Indenture dated as of October 15, 1994 between the Company and the Trustee, as supplemented by that certain Officers Certificate attached hereto as Exhibit A dated as of February 22, 2001 establishing the Securities (as so supplemented, and as further amended, modified and supplemented from time to time with respect to the Securities, the Indenture). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture; and
WHEREAS, the Company offered and sold $750,000,000 aggregate principal amount of Notes and $750,000,000 aggregate principal amount of Debentures in 2001; and
WHEREAS, the Company and its affiliates (including, without limitation, the Guarantor) derive, and expect to continue to derive, substantial direct and indirect benefit from the transactions financed by the issuance and sale of the Securities; and
WHEREAS, Section 11 of the Guarantee dated as of April 3, 2000, executed by Northrop Grumman Corporation in favor of the Trustee provides that the Guarantor shall execute and delivery this Guarantee upon the occurrence of certain events.
NOW, THEREFORE, in consideration of the foregoing, the Guarantor hereby agrees as follows:
SECTION 1. Guarantee; Limitation of Liability.
(a) The Guarantor irrevocably and unconditionally guarantees as a primary obligor and not merely as a surety, to the Trustee and to each Holder of a Security authenticated and delivered by the Trustee the due and punctual payment of the principal of and any premium and interest on such Security (including, in case of default, interest on overdue principal and interest) and including any additional interest required to be paid according to the terms of the Securities or the Indenture, when due, whether at stated maturity, upon redemption or repayment, upon declaration of acceleration or otherwise according to the terms of the Securities or the Indenture and the due and punctual performance of all other obligations of the Company to such Holder or the Trustee, all in accordance with the terms of the Securities and the Indenture (such
129252
| | Northrop Grumman Space & Mission Systems Corp.;
JP Morgan Chase Bank
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Subscribers | 2001 |
Letter from Independent Accountants Regarding Unaudited Interim Financial Information
Letter from Independent Accountants Regarding Unaudited Interim Financial Information (1K)
Doc #409605: Click preview link for longer preview.
Letter from Independent Accountants Regarding Unaudited Interim Financial
Information
Northrop Grumman Corporation
Los Angeles, California
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Northrop Grumman Corporation and subsidiaries for the period
ended March 31, 2001 and Northrop Systems (formerly Northrop Grumman
Corporation) and subsidiaries for the period ended March 31, 2000, as indicated
in our report dated May 10, 2001; because we did not perform an . . .
409605
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Subscribers | 2001 |
For Immediate Release
For Immediate Release (3K)
Doc #409613: Click preview link for longer preview.
Contact: Jim Taft
(310) 201-3335
For Immediate . . .
409613
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Subscribers | 2001 |
For Immediate Release
For Immediate Release (2K)
Doc #409614: Click preview link for longer preview.
Contact: Jim Taft
(310) 201-3335
For Immediate . . .
409614
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| Subscribers | 2001 |
For Immediate Release
For Immediate Release (5K)
Doc #409615: This document is immediately available for purchase, but does not have a preview available for viewing.
409615
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Subscribers | 2001 |
For Immediate Release
For Immediate Release (9K)
Doc #409623: Click preview link for longer preview.
Filed by: Northrop Grumman Corporation (formerly NNG, Inc.) and
Northrop Grumman Systems Corporation (formerly Northrop Grumman Corporation)
Pursuant to Rule 425 Under the
Securities Act of 1993
Subject Company: Litton Industries, Inc.
Commission File No: 333-54800
[LETTERHEAD OF NORTHROP GRUMMAN CORPORATION]
NEWS
Northrop Grumman
. . .
409623
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Subscribers | 2001 |
For Immediate Release
For Immediate Release (2K)
Doc #409624: Click preview link for longer preview.
Northrop Grumman Corporation
Public Information
1840 Century Park East
Los Angeles, California
90067-2199
Telephone 310-553-6262
Fax 310-556-4561
Contact: Jim Taft
. . .
409624
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Subscribers | 2001 |
For Immediate Release
For Immediate Release (3K)
Doc #409625: Click preview link for longer preview.
Filed by: Northrop Grumman Corporation
and NNG, Inc.
Pursuant to Rule 425 Under the
Securities Act of 1933
Subject Company: Litton Industries, Inc.
Commission File No: 333-54800
Contact: Jim Taft
. . .
409625
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Subscribers | 2001 |
For Immediate Release
For Immediate Release (3K)
Doc #409627: Click preview link for longer preview.
EXHIBIT(a)(5)(x)
Northrop Grumman Corporation
Public Information
NEWS 1840 Century Park East
[LOGO OF NORTHROP GRUMMAN CORPORATION] Los Angeles, California 90067-2199
Telephone 310-553-6262
Fax 310-556-4561
Contact: Jim Taft
. . .
409627
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Subscribers | 2001 |
For Immediate Release
For Immediate Release (2K)
Doc #409628: Click preview link for longer preview.
Contact: Jim Taft
(310) 201- . . .
409628
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Subscribers | 2001 |
For Immediate Release
For Immediate Release (2K)
Doc #409629: Click preview link for longer preview.
Contact: Bob Bishop
(310) 201-3458
For Immediate . . .
409629
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Subscribers | 2001 |
For Immediate Release
For Immediate Release (3K)
Doc #409630: Click preview link for longer preview.
Contact: Jim Taft
(310) 201-3335
For Immediate . . .
409630
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Subscribers | 2001 |
For Immediate Release
For Immediate Release (3K)
Doc #409631: Click preview link for longer preview.
Exhibit(a)(5)(xiv)
Contact: Jim Taft
(310) 201-3335
For Immediate . . .
409631
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Subscribers | 2001 |
For Immediate Release
For Immediate Release (3K)
Doc #409632: Click preview link for longer preview.
Filed by: Northrop Grumman Corporation
and NNG, Inc.
Pursuant to Rule 425 Under the
Securities Act of 1933
Subject Company: Litton Industries, Inc.
Commission File No: 333-54800
Contact: Jim Taft
. . .
409632
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