Northrop Grumman Sets Proration Factors For Litton Industries Inc., Tender Offer

Apr 18, 2001, 01:00 ET from Northrop Grumman Corporation

    LOS ANGELES, April 18 /PRNewswire/ -- Northrop Grumman Corporation
 (NYSE:   NOC) today announced proration factors for its tender offer for Litton
 Industries Inc., which expired at midnight E.D.T. on April 2, 2001.
     Based on the tender numbers reported by the depositary, EquiServe Trust
 Company, the total number of Litton common shares tendered for Northrop
 Grumman preferred stock was 24,962,376, which substantially exceeds the
 maximum preferred stock consideration available in the offer.
     As a result, the company said all tenders of Litton common shares for
 Northrop Grumman preferred stock are subject to a proration factor of
 0.175269414.
     The total number of Litton common shares tendered for Northrop Grumman
 common stock, together with the total number of common shares tendered for
 Northrop Grumman preferred stock that could not be satisfied due to proration,
 was 16,352,503, based on numbers reported by the depositary.  Of that amount,
 11,237,071 shares were subject to Alternative A elections and 5,115,432 shares
 were subject to Alternative B elections.
     As a result of these amounts, the common shares tendered for Northrop
 Grumman common stock with an Alternative A election are subject to a proration
 factor of 0.790733996.  There will be no proration of (a) common shares
 tendered (or deemed tendered as a result of proration) for Northrop Grumman
 common stock with an Alternative B election or (b) preferred shares tendered
 for cash.
     EquiServe reported that 44,660,440 common shares and 240,632 preferred
 shares of Litton stock were validly tendered and not properly withdrawn.
 There were 45,900,722 common shares and 410,643 preferred shares of Litton
 stock outstanding as of March 28, 2001, according to Litton and its transfer
 agent, and the number of Litton shares accepted for purchase or exchange by
 Northrop Grumman represent approximately 97.3% of such outstanding common
 shares and 58.6% of such outstanding preferred shares.
     Based on these numbers, Northrop Grumman said it will issue the full
 allotment of 13,000,000 shares of its common stock and 3,500,000 shares of its
 preferred stock available for issuance pursuant to the offer.  Proration is
 necessary because the number of such securities requested by tendering holders
 of Litton common shares exceeds the respective amounts of securities available
 in the offer.
     Northrop Grumman Corporation is a $15 billion, global aerospace and
 defense company with its worldwide headquarters in Los Angeles.  Northrop
 Grumman provides technologically advanced, innovative products, services and
 solutions in defense and commercial electronics, systems integration,
 information technology and non-nuclear shipbuilding and systems.  With
 80,000 employees and operations in 44 states and 25 countries, Northrop
 Grumman serves U.S. and international military, government and commercial
 customers.
 
     Note:  Certain statements and assumptions in this release contain or are
 based on "forward-looking" information and involve risks and uncertainties.
 Such "forward-looking" information includes the statements above as to the
 impact of the proposed acquisition on revenues and earnings.  Such statements
 are subject to numerous assumptions and uncertainties, many of which are
 outside the company's control.  These include the company's ability to
 successfully integrate the operations of Litton, assumptions with respect to
 future revenues, expected program performance and cash flows, the outcome of
 contingencies including litigation, environmental remediation, divestitures of
 businesses, and anticipated costs of capital investments.  The company's
 operations are subject to various additional risks and uncertainties resulting
 from its position as a supplier, either directly or as subcontractor or team
 member, to the U.S. Government and its agencies as well as to foreign
 governments and agencies; actual outcomes are dependent upon factors,
 including, without limitation, the company's successful performance of
 internal plans; government customers' budgetary restraints; customer changes
 in short-range and long-range plans; domestic and international competition in
 both the defense and commercial areas; product performance; continued
 development and acceptance of new products; performance issues with key
 suppliers and subcontractors; government import and export policies;
 acquisition or termination of government contracts; the outcome of political
 and legal processes; legal, financial, and governmental risks related to
 international transactions and global needs for military aircraft, military
 and civilian electronic systems and support and information technology; as
 well as other economic, political and technological risks and uncertainties
 and other risk factors set out in the company's filings from time to time with
 the Securities and Exchange Commission, including, without limitation, the
 company's reports on Form 10-K and Form 10-Q.
 
 

SOURCE Northrop Grumman Corporation
    LOS ANGELES, April 18 /PRNewswire/ -- Northrop Grumman Corporation
 (NYSE:   NOC) today announced proration factors for its tender offer for Litton
 Industries Inc., which expired at midnight E.D.T. on April 2, 2001.
     Based on the tender numbers reported by the depositary, EquiServe Trust
 Company, the total number of Litton common shares tendered for Northrop
 Grumman preferred stock was 24,962,376, which substantially exceeds the
 maximum preferred stock consideration available in the offer.
     As a result, the company said all tenders of Litton common shares for
 Northrop Grumman preferred stock are subject to a proration factor of
 0.175269414.
     The total number of Litton common shares tendered for Northrop Grumman
 common stock, together with the total number of common shares tendered for
 Northrop Grumman preferred stock that could not be satisfied due to proration,
 was 16,352,503, based on numbers reported by the depositary.  Of that amount,
 11,237,071 shares were subject to Alternative A elections and 5,115,432 shares
 were subject to Alternative B elections.
     As a result of these amounts, the common shares tendered for Northrop
 Grumman common stock with an Alternative A election are subject to a proration
 factor of 0.790733996.  There will be no proration of (a) common shares
 tendered (or deemed tendered as a result of proration) for Northrop Grumman
 common stock with an Alternative B election or (b) preferred shares tendered
 for cash.
     EquiServe reported that 44,660,440 common shares and 240,632 preferred
 shares of Litton stock were validly tendered and not properly withdrawn.
 There were 45,900,722 common shares and 410,643 preferred shares of Litton
 stock outstanding as of March 28, 2001, according to Litton and its transfer
 agent, and the number of Litton shares accepted for purchase or exchange by
 Northrop Grumman represent approximately 97.3% of such outstanding common
 shares and 58.6% of such outstanding preferred shares.
     Based on these numbers, Northrop Grumman said it will issue the full
 allotment of 13,000,000 shares of its common stock and 3,500,000 shares of its
 preferred stock available for issuance pursuant to the offer.  Proration is
 necessary because the number of such securities requested by tendering holders
 of Litton common shares exceeds the respective amounts of securities available
 in the offer.
     Northrop Grumman Corporation is a $15 billion, global aerospace and
 defense company with its worldwide headquarters in Los Angeles.  Northrop
 Grumman provides technologically advanced, innovative products, services and
 solutions in defense and commercial electronics, systems integration,
 information technology and non-nuclear shipbuilding and systems.  With
 80,000 employees and operations in 44 states and 25 countries, Northrop
 Grumman serves U.S. and international military, government and commercial
 customers.
 
     Note:  Certain statements and assumptions in this release contain or are
 based on "forward-looking" information and involve risks and uncertainties.
 Such "forward-looking" information includes the statements above as to the
 impact of the proposed acquisition on revenues and earnings.  Such statements
 are subject to numerous assumptions and uncertainties, many of which are
 outside the company's control.  These include the company's ability to
 successfully integrate the operations of Litton, assumptions with respect to
 future revenues, expected program performance and cash flows, the outcome of
 contingencies including litigation, environmental remediation, divestitures of
 businesses, and anticipated costs of capital investments.  The company's
 operations are subject to various additional risks and uncertainties resulting
 from its position as a supplier, either directly or as subcontractor or team
 member, to the U.S. Government and its agencies as well as to foreign
 governments and agencies; actual outcomes are dependent upon factors,
 including, without limitation, the company's successful performance of
 internal plans; government customers' budgetary restraints; customer changes
 in short-range and long-range plans; domestic and international competition in
 both the defense and commercial areas; product performance; continued
 development and acceptance of new products; performance issues with key
 suppliers and subcontractors; government import and export policies;
 acquisition or termination of government contracts; the outcome of political
 and legal processes; legal, financial, and governmental risks related to
 international transactions and global needs for military aircraft, military
 and civilian electronic systems and support and information technology; as
 well as other economic, political and technological risks and uncertainties
 and other risk factors set out in the company's filings from time to time with
 the Securities and Exchange Commission, including, without limitation, the
 company's reports on Form 10-K and Form 10-Q.
 
 SOURCE  Northrop Grumman Corporation