<PAGE>
As filed with the Securities and Exchange Commission on December 3, 1998
Registration No. 333-___
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------
LITTON INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
95-1775499
(I.R.S. Employer Identification No.)
21240 Burbank Boulevard
Woodland Hills, California 91367-6675
(Address of Principal Executive Offices with Zip Code)
----------------------------------------------
LITTON INDUSTRIES, INC.
NON-EMPLOYEE DIRECTOR STOCK PLAN
(Full Title of the Plan)
-----------------------------------
JOHN E. PRESTON
Senior Vice President and General Counsel
LITTON INDUSTRIES, INC.
21240 Burbank Boulevard
Woodland Hills, California 91367-6675
(Name and address of agent for service)
(818) 598-5000
(Telephone number, including area code, of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered per share price fee
(1) (2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 460,000 $61.44 $28,262,400 $7,857
value $1.00 per share Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
(1) In addition to this amount, such additional shares as may be issued
hereafter as stock dividends or stock splits with respect to the securities
being registered.
(2) Estimated solely for the purpose of calculating the registration fee and
based on the New York Stock Exchange closing price of the Common Stock on
December 1, 1998.
------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be described in this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Annual Report on Form 10-K for the year ended July 31, 1998 filed by
the Company with the Securities and Exchange Commission is incorporated in this
Registration Statement by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, are
deemed to be incorporated by reference in this Registration Statement and shall
be a part thereof from the date of filing of those documents.
The Company will provide without charge to each participant on written or
oral request of such person, a copy (without exhibits) of any or all documents
incorporated by reference into this Registration Statement. Requests for such
copies should be directed to Litton Industries, Inc., 21240 Burbank Boulevard,
Woodland Hills, California 91367, Attention: Corporate Library. Telephone (818)
598-5000.
ITEM 4. DESCRIPTION OF SECURITIES
Holders of the Company's Common Stock are entitled to cast one vote for
each share on all matters voted upon by holders of Common Stock, upon
liquidation to share ratably any assets available for distribution to them, and
to receive such dividends as may be declared by the Board of Directors. Shares
of Common Stock have no preemptive or conversion rights, and there are no
redemption or sinking fund rights applicable to the Common Stock. The Company
does not presently pay a cash dividend on the Common Stock. Payment of any
dividends in the future are within the discretion of the Company's Board of
Directors. The outstanding shares of Common Stock are fully paid and are not
subject to further calls or assessments. The Company furnishes to the holders
of Common Stock annual reports containing audited financial statements and
quarterly reports containing unaudited financial statements.
The rights of the holders of Common Stock of the Company are subject to:
(a) certain preferential rights of the holders of its Series B $2 Cumulative
Preferred Stock ("Preferred Stock"), par value $5 per share, to receive
cumulative dividends at the annual rate of $2 per share, and on any liquidation,
dissolution, or winding up of the affairs of the Company, to receive $25 per
share plus all dividends accrued and unpaid up to the date fixed for
distribution; and (b) preferential rights of the holders of any other series of
Preference Stock which may be established by the Company's Board of Directors
(without the necessity for any action on the part of the holders of the
Company's Common Stock) with respect to dividends and with respect to amounts
payable on shares of any such series on any liquidation,
<PAGE>
dissolution, or winding up of the affairs of the Company. Holders of Preferred
Stock are entitled to one vote per share on all matters voted upon by
shareholders and to vote by class on certain matters.
The Bank of New York serves as Transfer Agent and Registrar for the
Company's Common Stock. The Common Stock is listed on the New York Stock
Exchange and the Pacific Exchange.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
John E. Preston, Woodland Hills, California, General Counsel to the Company
and its affiliates, has delivered an opinion to the effect that the shares of
Common Stock covered by this Registration Statement will be legally issued,
fully paid and non-assessable. As of December 3, 1998, Mr. Preston
beneficially owns 13,024 shares of Common Stock, and has options to purchase
29,698 shares of Common Stock. Mr. Preston is not eligible to receive shares
pursuant to the Litton Industries, Inc. Non-Employee Director Stock Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides that a
corporation shall have the power, and in some cases is required, to indemnify an
agent, including an officer or director, who was or is a party or is threatened
to be made a party to any proceedings, against certain expenses, judgments,
fines, settlements and other amounts under certain circumstances. The Company's
Certificate of Incorporation provides that the Company may indemnify the agents
of the Company to the maximum extent permitted under Delaware law, and the
Company maintains insurance covering certain liabilities of the directors and
officers of the Company and its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
4.1 Litton Industries, Inc. Non-Employee Director Stock
Plan (incorporated by reference to the Company's
definitive proxy statement filed on October 29, 1998)
5.1 Opinion of John E. Preston as to the legality of the
securities being registered
23.1 Consent of independent auditors
23.2 Consent of John E. Preston (included in Exhibit 5.1)
24 Powers of Attorney
</TABLE>
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
<PAGE>
(a) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(b) 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, represents a fundamental change in the
information set forth in the 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;
(c) 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.
Provided, however, that paragraphs (a) and (b) above do not apply if
the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) that, 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; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering.
B. 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 that is incorporated by reference in this
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.
C. 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 a 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 of
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
<PAGE>
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.
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-8 and has duly caused this 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 3rd day of
December 1998.
LITTON INDUSTRIES, INC.
By: /s/ CAROL A. WIESNER
--------------------------------
Carol A. Wiesner
Vice President and Controller
(principal financial officer)
Each person whose signature appears below hereby authorizes John E. Preston
and Jeanette M. Thomas, and each of them, as attorney-in-fact, to sign on his or
her behalf, individually and in each capacity stated below, any amendment,
including post-effective amendments to this Registration Statement, and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
<S> <C> <C>
/s/ *JOHN M. LEONIS Chairman of the Board December 3, 1998
-----------------------------------
John M. Leonis
/s/ *MICHAEL R. BROWN President, Chief Executive Officer, December 3, 1998
----------------------------------- Director (principal executive officer)
Michael R. Brown
/s/ CAROL A. WIESNER Vice President and Controller December 3, 1998
----------------------------------- (principal financial officer)
Carol A. Wiesner
/s/ *ALTON J. BRANN Director December 3, 1998
-----------------------------------
Alton J. Brann
/s/ *JOSEPH T. CASEY Director December 3, 1998
-----------------------------------
Joseph T. Casey
<PAGE>
/s/ *CAROL B. HALLETT Director December 3, 1998
-----------------------------------
Carol B. Hallett
/s/ * ORION L. HOCH Director December 3, 1998
-----------------------------------
Orion L. Hoch
/s/ *DAVID E. JEREMIAH Director December 3, 1998
-----------------------------------
David E. Jeremiah
/s/ *WILLIAM P. SOMMERS Director December 3, 1998
-----------------------------------
William P. Sommers
/s/ *C.B. THORNTON, JR. Director December 3, 1998
-----------------------------------
C.B. Thornton, Jr.
*By: /s/ JOHN E. PRESTON December 3, 1998
-----------------------------------
John E. Preston
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
5.1 Opinion of John E. Preston as to the legality of the
securities being registered
23.1 Consent of independent auditors
23.2 Consent of John E. Preston (included in Exhibit 5.1)
24 Powers of Attorney
</TABLE>
<PAGE>
EXHIBIT 5.1
December 3, 1998
Litton Industries, Inc.
21240 Burbank Blvd.
Woodland Hills, CA 91367
Re: Registration Statement on Form S-8 of Litton Industries, Inc.
Ladies and Gentlemen:
Reference is made to the registration statement on Form S-8 (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"),
460,000 shares of the Company's common stock, par value $1 per share, to be
issued or reserved for issuance in connection with the Company's Non-Employee
Director Stock Plan (the "Plan") (such shares of the Company's stock, 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. When the Shares have been issued under the Plan in the manner contemplated
by the Registration Statement, while the Registration Statement is
effective and in compliance with applicable securities laws, the Shares
will be duly and validly issued, 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 Item 5 of Part II 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>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Litton Industries, Inc. (the "Company") on Form S-8 of our report dated
September 23, 1998, appearing in the Annual Report on Form 10-K of the Company
for the year ended July 31, 1998.
Deloitte & Touche LLP
Los Angeles, California
December 3, 1998
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
LITTON INDUSTRIES, INC.
The undersigned hereby constitutes John E. Preston and Jeanette M. Thomas,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (the "SEC") one or more registration
statements on Form S-8 for the purpose of registering under the Securities Act
of 1933, as amended, (the "Securities Act") common stock of Litton Industries,
Inc., (the "Company") for use in connection with the Company's Non-Employee
Director Stock Plan, and all matters required by the SEC in connection with such
registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/John M. Leonis
- -----------------------
John M. Leonis
Chairman
<PAGE>
POWER OF ATTORNEY
LITTON INDUSTRIES, INC.
The undersigned hereby constitutes John E. Preston and Jeanette M. Thomas,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (the "SEC") one or more registration
statements on Form S-8 for the purpose of registering under the Securities Act
of 1933, as amended, (the "Securities Act") common stock of Litton Industries,
Inc., (the "Company") for use in connection with the Company's Non-Employee
Director Stock Plan, and all matters required by the SEC in connection with such
registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/Michael R. Brown
- ---------------------------
Michael R. Brown
President, Chief Executive Officer and Director
<PAGE>
POWER OF ATTORNEY
LITTON INDUSTRIES, INC.
The undersigned hereby constitutes John E. Preston and Jeanette M. Thomas,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (the "SEC") one or more registration
statements on Form S-8 for the purpose of registering under the Securities Act
of 1933, as amended, (the "Securities Act") common stock of Litton Industries,
Inc., (the "Company") for use in connection with the Company's Non-Employee
Director Stock Plan, as amended and restated, and all matters required by the
SEC in connection with such registration statements under the Securities Act,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
/s/Alton J. Brann
- ----------------------
Alton J. Brann
Director
<PAGE>
POWER OF ATTORNEY
LITTON INDUSTRIES, INC.
The undersigned hereby constitutes John E. Preston and Jeanette M. Thomas,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (the "SEC") one or more registration
statements on Form S-8 for the purpose of registering under the Securities Act
of 1933, as amended, (the "Securities Act") common stock of Litton Industries,
Inc., (the "Company") for use in connection with the Company's Non-Employee
Director Stock Plan, and all matters required by the SEC in connection with such
registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/Orion L. Hoch
- ----------------------
Orion L. Hoch
Director
<PAGE>
POWER OF ATTORNEY
LITTON INDUSTRIES, INC.
The undersigned hereby constitutes John E. Preston and Jeanette M. Thomas,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (the "SEC") one or more registration
statements on Form S-8 for the purpose of registering under the Securities Act
of 1933, as amended, (the "Securities Act") common stock of Litton Industries,
Inc., (the "Company") for use in connection with the Company's Non-Employee
Director Stock Plan, and all matters required by the SEC in connection with such
registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/David E. Jeremiah
- ---------------------------
David E. Jeremiah
Director
<PAGE>
POWER OF ATTORNEY
LITTON INDUSTRIES, INC.
The undersigned hereby constitutes John E. Preston and Jeanette M. Thomas,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (the "SEC") one or more registration
statements on Form S-8 for the purpose of registering under the Securities Act
of 1933, as amended, (the "Securities Act") common stock of Litton Industries,
Inc., (the "Company") for use in connection with the Company's Non-Employee
Director Stock Plan, and all matters required by the SEC in connection with such
registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/William P. Sommers
- ------------------------------
William P. Sommers
Director
<PAGE>
POWER OF ATTORNEY
LITTON INDUSTRIES, INC.
The undersigned hereby constitutes John E. Preston and Jeanette M. Thomas,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (the "SEC") one or more registration
statements on Form S-8 for the purpose of registering under the Securities Act
of 1933, as amended, (the "Securities Act") common stock of Litton Industries,
Inc., (the "Company") for use in connection with the Company's Non-Employee
Director Stock Plan, and all matters required by the SEC in connection with such
registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/Joseph T. Casey
- ------------------------------
Joseph T. Casey
Director
<PAGE>
POWER OF ATTORNEY
LITTON INDUSTRIES, INC.
The undersigned hereby constitutes John E. Preston and Jeanette M. Thomas,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (the "SEC") one or more registration
statements on Form S-8 for the purpose of registering under the Securities Act
of 1933, as amended, (the "Securities Act") common stock of Litton Industries,
Inc., (the "Company") for use in connection with the Company's Non-Employee
Director Stock Plan, and all matters required by the SEC in connection with such
registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/C.B. Thornton, Jr.
- --------------------------
C.B. Thornton, Jr.
Director
<PAGE>
POWER OF ATTORNEY
LITTON INDUSTRIES, INC.
The undersigned hereby constitutes John E. Preston and Jeanette M. Thomas,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (the "SEC") one or more registration
statements on Form S-8 for the purpose of registering under the Securities Act
of 1933, as amended, (the "Securities Act") common stock of Litton Industries,
Inc., (the "Company") for use in connection with the Company's Non-Employee
Director Stock Plan, and all matters required by the SEC in connection with such
registration statements under the Securities Act, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/Carol B. Hallett
- ------------------------
Carol B. Hallett
Director
