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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
LOGICON, INC.
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(Name of Registrant as Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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SUPPLEMENT TO PROXY STATEMENT/PROSPECTUS
OF
LOGICON, INC.
AND
NORTHROP GRUMMAN CORPORATION
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This Supplement (the "Supplement") to the Proxy Statement/Prospectus and the
annexes thereto (the "Proxy Statement/Prospectus") of Logicon, Inc., a
Delaware corporation ("Logicon"), and Northrop Grumman Corporation, a Delaware
corporation ("Northrop"), is being furnished to the holders of common stock,
par value $0.10 per share (including the associated Logicon common stock
purchase rights, the "Logicon Common Stock"), of Logicon.
On Thursday, July 3, 1997, Northrop announced that it had entered into an
agreement for the acquisition of Northrop by Lockheed Martin Corporation, a
Maryland corporation ("Lockheed Martin"). In the transaction, which is
expected to be consummated by the end of 1997, stockholders of Northrop will
be entitled to receive 1.1923 shares of Lockheed Martin common stock for each
share of common stock, par value $1.00 per share, of Northrop (including the
associated Northrop common stock purchase rights, the "Northrop Common
Stock"). The transaction is subject to, among other things, approval by
stockholders. A copy of the announcement of such transaction is included
herewith as an exhibit.
Northrop Common Stock is traded on the New York Stock Exchange (the "NYSE")
and the Pacific Exchange (the "PE") under the symbol "NOC." On July 3, 1997,
following the announcement of the Lockheed Martin transaction, the closing
sales price for Northrop Common Stock as reported on the NYSE Composite
Transactions reporting system was $110 per share.
The Proxy Statement/Prospectus was furnished to stockholders of Logicon on
or about June 13, 1997 in connection with the solicitation of proxies by the
Board of Directors of Logicon (the "Board of Directors") for use at the
Special Meeting of Stockholders of Logicon to be held at the Roman Room, The
Biltmore Hotel, Los Angeles, California, 90071, on Thursday, July 17, 1997, at
10:30 a.m., Pacific Daylight Savings Time, and at any and all adjournments or
postponements thereof (the "Special Meeting"). The Proxy Statement/Prospectus
relates, among other things, to the proposed merger (the "Merger") of NG
Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of
Northrop ("Acquisition"), into Logicon, pursuant to an Agreement and Plan of
Merger, dated as of May 4, 1997 (the "Merger Agreement"), among Northrop,
Logicon and Acquisition, a copy of which is attached as Annex A to the Proxy
Statement/Prospectus. Upon consummation of the Merger, Logicon will be a
wholly owned subsidiary of Northrop. In the Merger, each outstanding share of
Logicon Common Stock (other than shares owned by Logicon as treasury stock or
by its subsidiaries or by Northrop, Acquisition or any of their subsidiaries,
all of which shall be canceled) will be converted into the right to receive
0.6161 (the "Exchange Ratio") of a fully paid and nonassessable share of
Northrop Common Stock. Cash will be paid in lieu of any fractional shares of
Northrop Common Stock. Consummation of the Merger is subject to various
conditions, including the approval and adoption of the Merger Agreement by a
majority of the outstanding shares of Logicon Common Stock at the Special
Meeting.
No change in the Exchange Ratio will occur due to the proposed merger of
Lockheed Martin and Northrop.
This Supplement and the accompanying form of proxy are first being mailed to
stockholders of Logicon on or about July 7, 1997. A stockholder who has
previously given a proxy need take no further action unless such stockholder
wishes to change the voting instructions with respect to such stockholder's
shares. Such a stockholder may change or withdraw any proxy which has
previously been given by completing the accompanying form of proxy and
returning it in the envelope provided herewith. ALL PROXIES PREVIOUSLY
RECEIVED WILL CONTINUE IN EFFECT UNLESS CHANGED OR WITHDRAWN. Any stockholder
who has given a proxy may revoke it at any time prior to its exercise. See
"The Special Meeting--Record Date; Voting Rights; Proxies" in the Proxy
Statement/Prospectus.
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The date of this Supplement is July 3, 1997.
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THURSDAY JULY 3 9:41 AM EDT
NORTHROP GRUMMAN TO BE ACQUIRED BY LOCKHEED MARTIN
July 3, 1997, Lockheed Martin Corp. (LMT) and Northrop Grumman Corp. (NOC)
reported that their boards approved a definitive agreement for LMT to acquire
NOC.
Under the agreement, the companies said NOC shareholders will receive 1.1923
LMT shares for each share of NOC held.
The companies said their combined operations will have estimated 1997
revenues of about $37 billion and nearly 230,000 employees.
Following the transaction, the companies said Kent Kresa, chairman,
president and chief executive officer of NOC will join LMT's board along with
two other members of the NOC board "to be determined." Mr. Kresa also will
serve as vice chairman of LMT.
The companies said the transaction is subject to, among other things,
shareholder approvals and is expected to close by the end of 1997. The
transaction is expected to be neutral to LMT's 1998 earnings and increasingly
accretive thereafter, NOC and LMT added.
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PROXY
LOGICON, INC.
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, JULY 17, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
LOGICON, INC.
The undersigned hereby appoints Roland R. Speers and John R. Woodhull, or
either of them, as proxies, each with full power of substitution, and hereby
authorizes them to represent and vote, as designated below, all shares of
Common Stock of Logicon, Inc. ("Logicon") held of record by the undersigned on
June 6, 1997, at the Special Meeting of Stockholders of the Company (the
"Meeting") to be held at the Roman Room, The Biltmore Hotel, 506 South Grand
Avenue, Los Angeles, California, 90071, on Thursday, July 17, 1997, at 10:30
a.m., Pacific Daylight Savings Time, and at any adjournments or postponements
thereof.
THIS PROXY WILL BE VOTED AS DIRECTED ON THE OTHER SIDE OF THIS PROXY CARD.
WHEN NO CHOICE IS INDICATED, THIS PROXY WILL BE VOTED FOR PROPOSAL NO. 1. In
their discretion, the proxy holders are authorized to vote upon such other
business as may properly come before the Meeting or any adjournments or post-
ponements thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF LOGICON, INC.
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Please mark
your votes as [X]
indicated in
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. 1.
1. APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN OF MERGER DATED AS OF
MAY 4, 1997 AMONG NORTHROP GRUMMAN CORPORATION, LOGICON, INC. AND NG
ACQUISITION, INC.
FOR AGAINST ABSTAIN
[_] [_] [_]
2. To transact such other business as may properly be presented at the Meeting
or any adjournments or postponements thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO
COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED RETURN
ENVELOPE SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
Please sign exactly as your name(s) appears on your stock certificate. If
shares of stock are held of record in the names of two or more persons or in
the name of husband and wife, whether as joint tenants or otherwise, both or
all of such persons should sign the proxy. If shares of stock are held of
record by a corporation, the proxy should be executed by the president or vice
president and the secretary or assistant secretary. If shares of stock are
held of record by a partnership, the proxy should be executed by a duly
authorized officer of the partnership. Executors, administrators or other
fiduciaries who execute the above proxy for a deceased stockholder should give
their full title. Please date this proxy.
Signature(s) ________________________________________ Date: _________________
Signature(s) ________________________________________ Date: _________________
NOTE: Joint owners should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
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