<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 1996
REGISTRATION NO. 333-13193
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
LITTON INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C>
DELAWARE
(State or other jurisdiction
of incorporation or organization)
<CAPTION>
DELAWARE 95-1775499
<S> <C>
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
21240 BURBANK BOULEVARD
WOODLAND HILLS, CALIFORNIA 91367-6675
818-598-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------
JOHN E. PRESTON, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
21240 BURBANK BOULEVARD
WOODLAND HILLS, CALIFORNIA 91367-6675
818-598-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC FROM TIME
TO TIME AFTER THIS REGISTRATION STATEMENT
BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /
/ ____________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ____________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
==================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
- ------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value........................... 1,470,240 $47.3125 $69,560,730 $23,986
- ------------------------------------------------------------------------------------------------------------------
Preferred Stock purchase rights(2)...................... N/A N/A N/A
==================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and based on the average of the high and low
prices on September 24, 1996 as reported on the New York Stock Exchange.
(2) One preferred stock purchase right attaches to and will be distributed
without charge with respect to each share of Common Stock of Litton
Industries, Inc. registered hereby.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATES AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
THE INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES
AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO
BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL
PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.
PROSPECTUS
1,470,240 SHARES
LITTON INDUSTRIES, INC.
COMMON STOCK
------------------------
This prospectus relates to 1,470,240 shares (the "Shares") of Common Stock,
$1.00 par value ("Common Stock"), of Litton Industries, Inc. ("Litton" or the
"Company") that may be offered from time to time by Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Selling Stockholder"). Litton will not receive
any of the proceeds from the sale of the Shares. The Selling Stockholder has
advised Litton that the Shares may be offered by the Selling Stockholder on the
New York Stock Exchange or any other exchange on which the Common Stock is
traded, in the over-the-counter market, through negotiated transactions, or
otherwise, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at prices otherwise negotiated.
The shares of Common Stock are listed on the New York Stock Exchange
("NYSE"). On October 15, 1996, the last reported sale price of the Common Stock
on the NYSE was $48 1/2 per share.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS OCTOBER 16, 1996
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission. Such reports, proxy statements, and other information filed by the
Company with the Securities and Exchange Commission can be inspected and copied
at the public reference facilities maintained by the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following
Regional Offices of the Commission: New York Regional Office, Seven World Trade
Center, Suite 1300, New York, New York 10048; Los Angeles Regional Office, 5670
Wilshire Boulevard, 11th Floor, Los Angeles, California 90036; and Chicago
Regional Office, Citicorp Center, 500 West Madison St., Suite 1400, Chicago,
Illinois 60661; and copies of such materials can be obtained at prescribed rates
from the Public Reference Section of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 or by accessing the Commission's
World Wide Web site at http://www.sec.gov. Such reports, proxy statements, and
other information can also be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005, and at the offices of
The Pacific Stock Exchange Incorporated, 301 Pine Street, San Francisco,
California 94104.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Securities and
Exchange Commission (File No. 1-3998), are incorporated herein by reference and
made a part hereof: (a) the Company's Annual Report on Form 10-K for the fiscal
year ended July 31, 1996; (b) the Company's definitive Proxy Statement dated
October 27, 1995, in connection with the Company's 1995 Annual Meeting of
Shareholders; and (c) the Company's Form 8-A dated August 23, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14,
or 15(d) of the Securities Exchange Act of 1934 prior to the termination of the
offering of the Shares hereunder shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this prospectus modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.
The Company hereby undertakes to provide without charge to each person to whom a
Prospectus is delivered, on the written or oral request of such person, any and
all of the documents incorporated by reference herein (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into the documents that the registration statement incorporates) and undertakes
to promptly furnish without charge to any such person upon request a copy of the
Company's most recent Annual Report to its shareholders. Written or oral
requests for such copies of documents relating to the Company should be directed
to Investor Relations, at the address and telephone numbers included in the
section entitled "LITTON".
2
<PAGE> 4
LITTON
Litton, a Delaware corporation organized in 1953, has its principal
executive offices at 21240 Burbank Boulevard, Woodland Hills, California
91367-6675, where its telephone number is (818) 598-5000.
Litton is mainly a high technology aerospace and defense corporation which
provides advanced electronic and defense systems, information technology, and
marine engineering and production to U.S. and world markets. The Company also
provides electronic components and interconnect products to customers worldwide.
Approximately 73% of the Company's consolidated revenues for the fiscal year
ended July 31, 1995 were derived from sales to the U.S. Government.
The Company's primary operations are reported in three segments: Advanced
Electronics, Marine Engineering and Production, and Electronic Components and
Materials (formerly known as the Interconnect Products segment). Effective July
31, 1996, certain businesses which were previously reported in the Advanced
Electronics segment have been grouped with the Electronic Components and
Materials segment. The Advanced Electronics segment is a major supplier of
electronic systems and related services to the U.S. and international military
electronics markets and provides navigation systems and electronic components to
a variety of commercial customers. This segment also designs, develops,
integrates and supports computer-based information handling and processing
systems and reengineers business processes. The Marine Engineering and
Production segment is a leading designer and builder of complex surface
combatant ships for the U.S. Navy and also provides modernization, overhaul and
repair work. The Electronic Components and Materials segment manufactures and
distributes interconnection subsystems, electronic connectors, printed circuit
boards, backpanels, soldering materials, rotary components, fiber optic
components and systems and microwave components and subsystems to diverse
markets worldwide.
SELLING STOCKHOLDER
The Selling Stockholder acquired the Shares being offered hereby from
Litton by converting approximately $240 million of Litton's zero coupon
convertible subordinated notes due 2010 which Litton called for redemption on
June 28, 1993. These notes were convertible into 6.126 shares of Litton Common
Stock per $1,000 of principal.
The Selling Stockholder has from time to time provided investment banking
services to Litton for which the Selling Stockholder has received customary
fees.
PLAN OF DISTRIBUTION
The Shares offered hereby are being sold by the Selling Stockholder acting
as principal for its own account. Litton will not receive any of the proceeds
from the sale of the Shares.
The Selling Stockholder has advised Litton that the distribution of the
Shares by the Selling Stockholder may be effected from time to time in one or
more transactions (which may involve block transactions) on the New York Stock
Exchange, on any other exchange on which the Common Shares are traded, in
special offerings, exchange distributions and/or secondary distributions
pursuant to and in accordance with the applicable rules of the New York Stock
Exchange or such other exchange, in the over-the-counter market, in negotiated
transactions, or a combination of such methods of sale, at market prices
prevailing at the time of such sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholder may effect such
transactions in the ordinary course of its trading and arbitrage operations,
including, without limitation, block trading, block positioning and, covering
short positions, in each case to the extent permitted by law. The Selling
Stockholder may effect such transactions by selling Shares to or through
dealers, and such dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholder and/or the
purchasers of Shares for whom they may act as agent. In connection with the sale
of the Shares, the Selling Stockholder may be deemed to have received
compensation from the Company in the form of underwriting discounts, and the
Selling Stockholder may also receive commissions from purchasers of Shares for
whom it may act as agent. The Selling Stockholder and any dealers that
participate with the Selling Stockholder in the distribution of the Shares may
be deemed to be underwriters and any
3
<PAGE> 5
commissions received by them and any profit on the resale of the Shares
positioned by them might be deemed to be underwriting discounts and commissions
under the Securities Act.
Litton has agreed to indemnify the Selling Stockholder against, and to
provide contribution with respect to, certain liabilities, including liabilities
under the Securities Act.
One or more supplemental prospectuses will be filed pursuant to Rule 424
under the Securities Act to describe any material arrangement for the resale of
the Shares when and if any such arrangements are entered into between the
Selling Stockholder and any dealers that participate in the distribution of the
Shares.
VALIDITY OF SECURITIES
The validity of the securities offered hereby has been passed upon for the
Company by John E. Preston, Esq., Senior Vice President and General Counsel of
the Company. As of October 14, 1996, Mr. Preston held 11,459 shares of Common
Stock of the Company and options to purchase 41,258 such shares.
EXPERTS
The Consolidated Financial Statements of the Company incorporated herein by
reference from the Company's Annual Report on Form 10-K for the fiscal year
ended July 31, 1996 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report which is incorporated herein by reference
and have been so incorporated in reliance upon the report of such firm, given
upon their authority as experts in accounting and auditing.
4
<PAGE> 6
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
CONTAINED HEREIN. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY THE SELLING
STOCKHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE ANY SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THERE HAS NOT BEEN ANY CHANGE IN THE INFORMATION CONTAINED OR INCORPORATED
BY REFERENCE IN THIS PROSPECTUS OR CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information................... 2
Incorporation of Certain Documents by
Reference............................. 2
Litton.................................. 3
Selling Stockholder..................... 3
Plan of Distribution.................... 3
Validity of Securities.................. 4
Experts................................. 4
</TABLE>
1,470,240 SHARES
LITTON INDUSTRIES, INC.
COMMON STOCK
------------------------
PROSPECTUS
------------------------
OCTOBER 16, 1996
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All amounts shown, other than the Securities and Exchange Commission
("SEC") registration fee, are estimates. All of such expenses will be borne by
the Company.
<TABLE>
<S> <C>
SEC registration fee............................................... $23,986
Accounting fees and expenses....................................... 5,000
Miscellaneous expenses............................................. 5,000
-------
$33,986
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article SIXTH of the Restated Certificate of Incorporation of the
registrant reads as follows:
"Section 1. Elimination of certain Liability of Directors.
No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty by such director
as a director, except for any matter in respect of which such director shall be
liable under Section 174 of the Delaware General Corporation Law or any
amendment thereto or successor provision thereof or shall be liable by reason
that, in addition to any and all other requirement for such liability, he (i)
shall have breached his duty of loyalty to the Corporation or its stockholders,
(ii) in acting or in failing to act, shall not have acted in good faith or shall
have acted in a manner involving intentional misconduct or a knowing violation
of law or (iii) shall have derived an improper personal benefit from the
transaction in respect of which such breach of fiduciary duty occurred. Neither
the amendment nor repeal of Section 1 of this Article SIXTH shall eliminate or
reduce the effect of Section 1 of this Article SIXTH in respect of any matter
occurring, or any cause of action, suit or claim that, but for Section 1 of this
Article SIXTH would accrue or arise, prior to such amendment or repeal. If the
Delaware General Corporation Law is amended after approval by the stockholders
of this Article SIXTH to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended from time to
time.
Section 2. Indemnification and Insurance.
(A) Right to Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or is the
legal representative, is or was a director or officer of the Corporation or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans maintained or sponsored by the Corporation, whether the basis of such
proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than said Law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, excise taxes pursuant to the
Employee Retirement Income Security Act of 1974 or penalties and amounts paid or
to be paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person who
has ceased to be a director, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that, except
as provided in paragraph (B) hereof, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such
II-1
<PAGE> 8
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation. The right to indemnification conferred in this Section shall be a
contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer, including
without limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section or otherwise. The
Corporation may, by action of its Board of Directors, provide indemnification to
employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of disposition and officers.
(B) Right of Claimant to Bring Suit. If a claim under paragraph (A) of this
Section is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standard of conduct which makes
it permissible under the Delaware General Corporation Law for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct."
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- --------------------------------------------------------------------------------
<S> <C>
3.1(a ) Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 to
the Company's 1984 Annual Report on Form 10-K, and incorporated herein by
reference.
3.1(b ) Amendment to the Company's Restated Certificate of Incorporation, filed as
Exhibit 3.1(a) to the Company's October 31, 1986 Quarterly Report on Form 10-Q,
and incorporated herein by reference.
3.2(a ) By-laws of the Company, filed as Exhibit 3.2 to the Company's 1988 Annual Report
on Form 10-K, and incorporated herein by reference.
3.2(b ) Board of Directors Resolution amending the by-laws with respect to the number of
members of the Board of Directors, filed as Exhibit 3.2(b) to the Company's 1995
Annual Report on Form 10-K, and incorporated herein by reference.
4 Rights Agreement, together with exhibits thereto, dated August 17, 1994 between
Litton Industries, Inc. and The Bank of New York, as Rights Agent, filed as
Exhibit 99.2 to Form 8-K dated August 17, 1994 and incorporated herein by
reference.
5 Opinion of John E. Preston, Esq. regarding legality.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of John E. Preston, Esq. (included in Exhibit 5).
24 Powers of Attorney of certain directors and certain officers of Litton.
</TABLE>
II-2
<PAGE> 9
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes as follows:
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
For the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California, on the 16th
day of October, 1996.
LITTON INDUSTRIES, INC.
By /s/ RUDOLPH E. LANG, JR.
------------------------------------
(Rudolph E. Lang, Jr.)
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------- -----------------
<C> <S> <C>
/s/ *JOHN M. LEONIS Chairman of the Board and October 16, 1996
- ------------------------------------------ Chief Executive Officer
(John M. Leonis)
/s/ *MICHAEL R. BROWN President and Chief Operating October 16, 1996
- ------------------------------------------ Officer
(Michael R. Brown)
/s/ RUDOLPH E. LANG, JR. Senior Vice President and October 16, 1996
- ------------------------------------------ Chief Financial Officer
(Rudolph E. Lang, Jr.)
/s/ *ALTON J. BRANN Director October 16, 1996
- ------------------------------------------
(Alton J. Brann)
/s/ *JOSEPH T. CASEY Director October 16, 1996
- ------------------------------------------
(Joseph T. Casey)
/s/ *CAROL B. HALLETT Director October 16, 1996
- ------------------------------------------
(Carol B. Hallett)
/s/ *THOMAS B. HAYWARD Director October 16, 1996
- ------------------------------------------
(Thomas B. Hayward)
</TABLE>
II-4
<PAGE> 11
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------- -----------------
<C> <S> <C>
/s/ *ORION L. HOCH Director October 16, 1996
- ------------------------------------------
(Orion L. Hoch)
/s/ *DAVID E. JEREMIAH Director October 16, 1996
- ------------------------------------------
(David E. Jeremiah)
/s/ *ROBERT H. LENTZ Director October 16, 1996
- ------------------------------------------
(Robert H. Lentz)
/s/ *WILLIAM P. SOMMERS Director October 16, 1996
- ------------------------------------------
(William P. Sommers)
/s/ *C.B. THORNTON, JR. Director October 16, 1996
- ------------------------------------------
(C.B. Thornton, Jr.)
/s/ CAROL A. WIESNER Vice President, Controller, October 16, 1996
- ------------------------------------------ (Chief Accounting Officer)
(Carol A. Wiesner)
*By /s/ JOHN E. PRESTON
- ------------------------------------------
John E. Preston
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 1
[Letterhead of Litton]
EXHIBIT 5
Dated the Effective Date of the Registration Statement
Litton Industries, Inc.
21240 Burbank Boulevard
Woodland Hills, CA 91367-6675
Re: Registration Statement on Form S-3 of Litton Industries, Inc.
Ladies and Gentlemen:
Reference is made to the registration statement on Form S-3 (the "Registration
Statement") being filed by Litton Industries, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission for the purposes of
registering under the Securities Act of 1933, as amended (the "Securities Act"),
1,470,240 shares of the Company's common stock, par value $1 per share (the
"Shares").
I have examined original or copies, certified or otherwise identified to my
satisfaction, of such corporate records, certificates of public officials, and
other documents as I have deemed necessary or relevant as a basis for my opinion
set forth herein.
Based on the foregoing, it is my opinion that:
1. The Company is a corporation duly organized and validly existing under the
laws of the State of Delaware.
2. The Shares have been validly issued and are fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me under the caption "Validity of Securities"
in the Prospectus forming a part of the Registration Statement. In giving this
consent, I do not thereby admit that I am in the category of persons whose
consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/John E. Preston
John E. Preston
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Litton Industries, Inc. and subsidiaries (the "Company") on Form S-3 of our
report dated September 19, 1996, appearing in the Annual Report on Form 10-K of
the Company for the year ended July 31, 1996 and to the reference to us under
the heading "Experts" in the Prospectus, which is part of this Registration
Statement.
DELOITTE & TOUCHE, LLP
Los Angeles, California
October 16, 1996
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including
post-effective amendments) and any instrument, contract, document or other
writing, of or in connection with any such SEC Filings or amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, including this power of attorney, with the Commission and
any applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 5th day
of March, 1996.
/s/ RUDOLPH E. LANG, JR.
--------------------------------------
Rudolph E. Lang, Jr.
1
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including
post-effective amendments) and any instrument, contract, document or other
writing, of or in connection with any such SEC Filings or amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, including this power of attorney, with the Commission and
any applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 5th day
of March, 1996.
/s/ JOSEPH T. CASEY
--------------------------------------
Joseph T. Casey
2
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including
post-effective amendments) and any instrument, contract, document or other
writing, of or in connection with any such SEC Filings or amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, including this power of attorney, with the Commission and
any applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 4th day
of March, 1996.
/s/ ALTON J. BRANN
--------------------------------------
Alton J. Brann
3
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including
post-effective amendments) and any instrument, contract, document or other
writing, of or in connection with any such SEC Filings or amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, including this power of attorney, with the Commission and
any applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 1st day
of March, 1996.
/s/ MICHAEL R. BROWN
--------------------------------------
Michael R. Brown
4
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including
post-effective amendments) and any instrument, contract, document or other
writing, of or in connection with any such SEC Filings or amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, including this power of attorney, with the Commission and
any applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 5th day
of March, 1996.
/s/ CAROL B. HALLETT
--------------------------------------
Carol B. Hallett
5
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including
post-effective amendments) and any instrument, contract, document or other
writing, of or in connection with any such SEC Filings or amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, including this power of attorney, with the Commission and
any applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 29th day
of February, 1996.
/s/ THOMAS B. HAYWARD
--------------------------------------
Thomas B. Hayward
6
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including
post-effective amendments) and any instrument, contract, document or other
writing, of or in connection with any such SEC Filings or amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, including this power of attorney, with the Commission and
any applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 1st day
of March, 1996.
/s/ ORION L. HOCH
--------------------------------------
Orion L. Hoch
7
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including
post-effective amendments) and any instrument, contract, document or other
writing, of or in connection with any such SEC Filings or amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, including this power of attorney, with the Commission and
any applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 29th day
of February, 1996.
/s/ DAVID E. JEREMIAH
--------------------------------------
David E. Jeremiah
8
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including
post-effective amendments) and any instrument, contract, document or other
writing, of or in connection with any such SEC Filings or amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, including this power of attorney, with the Commission and
any applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 29th day
of February, 1996.
/s/ ROBERT H. LENTZ
--------------------------------------
Robert H. Lentz
9
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including
post-effective amendments) and any instrument, contract, document or other
writing, of or in connection with any such SEC Filings or amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, including this power of attorney, with the Commission and
any applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 1st day
of March, 1996.
/s/ JOHN M. LEONIS
--------------------------------------
John M. Leonis
10
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including
post-effective amendments) and any instrument, contract, document or other
writing, of or in connection with any such SEC Filings or amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, including this power of attorney, with the Commission and
any applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 3rd day
of March, 1996.
/s/ WILLIAM P. SOMMERS
--------------------------------------
William P. Sommers
11
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including
post-effective amendments) and any instrument, contract, document or other
writing, of or in connection with any such SEC Filings or amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, including this power of attorney, with the Commission and
any applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 29th day
of February, 1996.
/s/ C. B. THORNTON, JR.
--------------------------------------
C. B. Thornton, Jr.
12
