<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 1999
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LITTON INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 3812 95-1775499
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</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 PRINCIPLE 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)
------------------------
COPY TO:
FRANK H. GOLAY, JR.
SULLIVAN & CROMWELL
1888 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067-1725
310-712-6600
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(1) PRICE FEE(2)
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<S> <C> <C> <C> <C>
8% Senior Notes Due 2009.......... $400,000,000 100% $400,000,000 $105,600
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</TABLE>
(1) Estimated solely for the purpose of calculating the Registration Fee.
(2) Calculated in accordance with Rule 457(f)(2) under the Securities Act, based
upon the book value of the Registrant's outstanding 8% Senior Notes due
2009.
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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 DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
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.
SUBJECT TO COMPLETION, DATED DECEMBER , 1999
LITTON INDUSTRIES, INC.
OFFER TO EXCHANGE ITS 8% SENIOR NOTES DUE 2009
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING 8% SENIOR NOTES DUE 2009
WHICH WERE ISSUED AND SOLD IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933
We are offering to exchange up to $400,000,000 aggregate principal amount of our
8% Senior Notes Due 2009 that have been registered under the Securities Act of
1933 (the "Exchange Notes") for the same aggregate principal amount of our
outstanding 8% Senior Notes Due 2009 which were issued and sold in a transaction
exempt from registration under the Securities Act of 1933 (the "Initial Notes").
TERMS OF THE EXCHANGE OFFER
- - Expires 5:00 P.M. New York City time January , 2000, unless extended.
- - We will accept for exchange all outstanding Initial Notes that are validly
tendered and not validly withdrawn.
- - You may withdraw the tender of your Initial Notes at any time prior to the
expiration of the exchange offer.
- - The exchange offer is not subject to any condition, other than that the
exchange offer not violate applicable law or any applicable interpretation of
the Staff of the Securities and Exchange Commission.
- - We will not receive any proceeds from the consummation of the exchange offer.
- - We believe that the exchange of new Exchange Notes for outstanding Initial
Notes will not be a taxable exchange for U.S. federal income tax purposes.
- - We do not intend to apply for listing of any of the Exchange Notes to be
issued on any securities exchange or to arrange for them to be quoted on any
quotation systems.
TERMS OF THE NOTES TO BE ISSUED IN EXCHANGE
- - The terms of the Exchange Notes to be issued in the exchange are substantially
identical to the terms of the Initial Notes for which the offer to exchange is
being made, except that we believe that the Exchange Notes to be issued in the
exchange will be freely transferable under the Securities Act of 1933 and will
be issued free of any covenants regarding exchange and registration rights.
- - The Exchange Notes to be issued in the exchange and the Initial Notes for
which the offer to exchange is being made are redeemable at our option at any
time at a redemption price determined as set forth in this Prospectus.
- - Just as with respect to the Initial Notes, interest will be payable on the
Exchange Notes to be issued in the exchange semi-annually on October 15 and
April 15 of each year, beginning April 15, 2000.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF OUR OFFER OR THE EXCHANGE NOTES TO BE
ISSUED IN THE EXCHANGE OR DETERMINED THAT THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
We may amend or supplement this Prospectus from time to time by filing
amendments or supplements as required. You should read this entire Prospectus
(and the accompanying Letter of Transmittal and related documents) and any
amendments of supplements carefully before making your investment decision.
The information in this Prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an offer
to sell these securities in any state where the offer or sale is not permitted.
The date of this Prospectus is December , 1999
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TABLE OF CONTENTS
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PAGE
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Forward-Looking Statements.................................. 3
Where You Can Find More Information......................... 3
Litton...................................................... 4
Use of Proceeds............................................. 4
Capitalization.............................................. 5
Selected Consolidated Financial Data........................ 6
Description of the Initial Notes and the Exchange Notes..... 8
Exchange Offer.............................................. 15
Certain United States Federal Income Tax Considerations..... 21
Plan of Distribution........................................ 21
Validity of Exchange Notes.................................. 22
Experts..................................................... 22
</TABLE>
2
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FORWARD-LOOKING STATEMENTS
In addition to historical information, this Prospectus contains (or incorporates
by reference) forward-looking statements made in reliance upon the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements reflect management's current assumptions and
estimates of future performance and economic conditions, and are subject to
risks and uncertainties that could cause actual results to differ materially.
For a discussion identifying some important factors that could cause actual
results to vary materially from those anticipated in the forward-looking
statements, see Litton's Annual Report on Form 10-K for the year ended July 31,
1999, and other documents, filed with the Securities and Exchange Commission
("SEC").
You are cautioned not to place undue reliance on these forward-looking
statements, which may be accurate only as of the date on which they were made.
We do not promise to update any forward-looking statements, whether as a result
of new information, future events or otherwise.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. You may also inspect our
SEC reports and other information at the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005, on which our common stock is listed.
We are incorporating by reference into this Prospectus the information we file
with the SEC, which means:
- - incorporated documents are considered part of this Prospectus;
- - we can disclose important information to you by referring you to those
documents; and
- - information that we file with the SEC will automatically update and supersede
this incorporated information.
We incorporate by reference the documents listed below which were filed with the
SEC and any future filings made with the SEC under Sections 13(a), 14 or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act"), until completion of
the offering of the Exchange Notes:
- - Our Annual Report on Form 10-K for the year ended July 31, 1999 as filed with
the SEC on October 8, 1999.
- - Our Quarterly Report on Form 10-Q for the quarter ended October 31, 1999 as
filed with the SEC on December 8, 1999.
You may request a copy of these filings at no cost by writing or telephoning us
at the following address and telephone number:
Litton Industries, Inc.
21240 Burbank Boulevard
Woodland Hills, California 91367-6675
Attention: Investor Relations
Telephone: (818) 598-5000
Any statement contained in this Prospectus or 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 in this Prospectus or in a document incorporated or deemed
to be incorporated by reference, or in any other subsequently filed document
that also is or is deemed to be incorporated in this Prospectus by reference,
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part of this Prospectus except as so
modified or superseded.
3
<PAGE> 5
LITTON
Litton supplies advanced electronic and information systems and is a primary
builder of large surface combatant ships for the U.S. Navy. Litton is also a
global supplier of electronic components and materials to the
telecommunications, industrial and computer markets. Our businesses are reported
in four business segments: Advanced Electronics, Information Systems, Ship
Systems and Electronic Components and Materials. We were founded in 1953 and
have evolved into a major international organization with approximately 40,400
employees at more than 27 divisions in eight countries. The U.S. Government is a
significant customer of the Advanced Electronics, Information Systems and Ship
Systems segments.
Litton is a Delaware corporation, and our principal executive offices are at
21240 Burbank Boulevard, Woodland Hills, California 91367-6675, telephone (818)
598-5000.
ADVANCED ELECTRONICS
The Advanced Electronics segment is a major supplier and integrator of
electronic systems and related services to the U.S. and international military
and commercial markets. The principal businesses comprising the Advanced
Electronics segment are navigation, guidance and control systems, marine
electronics and electronic warfare systems. The primary products include
inertial navigation systems, IFF (identification friend or foe) systems, marine
bridge, steering and machinery control systems, displays, computers, laser range
finders and target designators, threat warning and electro-optical systems,
microwave tubes and military air traffic control systems. We also provide and
integrate shipboard engineering, information and communications control systems
and avionics systems.
INFORMATION SYSTEMS
The Information Systems segment is a leading supplier of information systems,
technology and related services to the U.S. Government (for both defense and
non-defense applications), as well as state, local and commercial customers. In
addition to systems integration and networking solutions, this segment supplies
tactical command, control and communication systems to military customers and
provides systems and related services and support to other non-defense
governmental and commercial customers.
SHIP SYSTEMS
The Ship Systems segment is engaged in the building of large multimission
surface combatant ships and is a provider of overhaul, repair, modernization,
ship design and engineering services. Avondale Industries, Inc. ("Avondale"),
acquired on August 2, 1999, is reported with this segment.
ELECTRONIC COMPONENTS AND MATERIALS
The Electronic Components and Materials segment designs and manufactures
backpanel assemblies, printed circuit boards, specialty motors, slip rings and
signal, power and fiber optic connectors and produces soldering materials, laser
crystals, gallium arsenide substrates and microwave components for primarily
commercial markets worldwide.
USE OF PROCEEDS
We will not receive any cash proceeds from the issuance of the Exchange Notes.
We used the net proceeds from the original sale of the Initial Notes on October
13, 1999, to refinance then outstanding commercial paper used to fund the
acquisition of Avondale.
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CAPITALIZATION
The following table sets forth as of October 31, 1999 the capitalization of
Litton, which reflects the issuance of the Initial Notes and the application of
the proceeds therefrom.
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<CAPTION>
OCTOBER 31, 1999
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(DOLLARS IN
MILLIONS)
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Short-Term Obligations:
Commercial Paper............................................ $ 327
Notes Payable to Banks.................................... 33
Current Portion of Long-Term Obligations.................. 7
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Short-Term Obligations............................ $ 367
======
Long-Term Obligations:
Senior Notes Due 2003..................................... $ 100
Initial Notes............................................. 400
Senior Debentures Due 2018................................ 200
Debentures Due 2026....................................... 300
Debentures Due 2036....................................... 100
Economic Development Revenue Bonds Due 2024............... 84
Non-U.S. Pension Accruals................................. 67
Other..................................................... 49
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Long-Term Obligations............................. $1,300
======
Shareholders' Investment:
Voting Preferred Stock -- Series B........................ $ 2
Common Stock -- 120 million shares authorized at $1.00 par
value; 45,553,273 shares outstanding at October 31,
1999................................................... 46
Additional Paid-in Capital................................ 345
Retained Earnings......................................... 1,004
Cumulative Currency Translation Adjustment................ (46)
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Total Shareholders' Investment.................... 1,351
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Total Capitalization............................ $3,018
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</TABLE>
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SELECTED CONSOLIDATED FINANCIAL DATA
The Selected Consolidated Financial Data below should be read in conjunction
with the more detailed information appearing in Litton's Annual Report on Form
10-K for the fiscal year ended July 31, 1999. The Selected Consolidated
Financial Data for each of the five years ended July 31, 1999 have been derived
from audited consolidated financial statements, certain of which are
incorporated by reference herein. The Selected Consolidated Financial Data for
the three-month periods ended October 31, 1999 and October 31, 1998 are derived
from unaudited financial statements and, in the opinion of management, include
all adjustments (consisting of normal recurring accruals) necessary to present
fairly the data for such periods.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
OCTOBER 31, YEAR ENDED JULY 31,
------------------- ----------------------------------------------------
1999 1998 1999 1998 1997 1996 1995
-------- -------- -------- -------- -------- -------- --------
(DOLLARS IN MILLIONS)
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OPERATING RESULTS:
Sales and Service Revenues...... $1,370.8 $1,207.5 $4,827.5 $4,399.9 $4,175.5 $3,611.5 $3,319.7
Segment Operating Profit:
Before Special Charges and
Voluntary
Settlement(1)............ $ 131.7 $ 110.0 $ 432.4 $ 410.0 $ 369.6 $ 320.1 $ 280.5
Special Charges(1)......... -- -- (74.6) -- -- -- --
Voluntary Settlement(1).... -- -- (18.5) -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Total Operating Profit........ $ 131.7 $ 110.0 $ 339.3 $ 410.0 $ 369.6 $ 320.1 $ 280.5
======== ======== ======== ======== ======== ======== ========
Earnings before Interest
Expense and Taxes on
Income(1).................. $ 116.3 $ 96.8 $ 288.2 $ 361.6 $ 322.6 $ 279.9 $ 239.9
Earnings before Cumulative
Effect of a Change in
Accounting Principle, net
of tax(1),(4).............. $ 52.8 $ 47.2 $ 120.6 $ 181.4 $ 162.0 $ 150.9 $ 135.0
Cumulative Effect of a Change
in Accounting Principle,
net of tax(4).............. (2.8) -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Net Earnings(1)............... $ 50.0 $ 47.2 $ 120.6 $ 181.4 $ 162.0 $ 150.9 $ 135.0
======== ======== ======== ======== ======== ======== ========
Sales to the U.S. Government
as a Percent of Total Sales
and Service Revenues....... 66% 65% 65% 66% 67% 71% 73%
FINANCIAL POSITION AT PERIOD
END:
Working Capital............... $ 246.3 $ 221.1 $ 292.6 $ 162.6 $ 121.2 $ 68.8 $ 130.1
Total Assets.................. 4,936.7 4,116.3 4,199.9 4,049.8 3,519.7 3,431.4 2,559.6
Long-term Obligations......... 1,300.4 778.3 859.3 771.3 507.3 514.5 103.6
Shareholders' Investment...... 1,351.4 1,221.3 1,300.2 1,187.2 1,039.0 917.3 758.1
Total Borrowed Funds to Total
Capital.................... 55% 47% 44% 47% 39% 45% 15%
OTHER SELECTED FINANCIAL
INFORMATION:
Ratio of Earnings to Fixed
Charges(2)................. 3.7x 4.5x 3.2x 5.0x 5.1x 8.0x 12.2x
Capital Expenditures.......... $ 27.5 $ 20.8 $ 124.7 $ 115.7 $ 113.1 $ 91.0 $ 98.3
Depreciation and Amortization
Expense.................... 47.0 39.8 160.6 147.6 137.5 113.8 95.4
Research and Development
Expenditures............... 64.3 56.1 315.6 233.8 241.8 217.0 227.1
Backlog at Period End(3)...... 8,032.5 5,767.5 6,602.2 6,041.5 5,525.5 5,666.9 5,137.8
Number of Employees at Period
End........................ 40,400 34,900 34,800 34,900 31,500 33,500 29,100
</TABLE>
- ------------------------------
(1) Results for fiscal year 1999 were impacted by non-recurring and special
charges totaling $116.8 million pre-tax and $77.4 million after tax.
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(2) The ratio of earnings to fixed charges is computed by dividing the sum of
historical Earnings before Taxes on Income and fixed charges, as adjusted,
by fixed charges. Fixed charges represent interest (including capitalized
interest) and amortization of debt discount and expense and that portion of
rental expense which is deemed to be representative of interest. Excluding
the effects of non-recurring and special charges, the ratio for fiscal year
1999 would have been 4.5x.
(3) In addition, our PRC Inc. (acquired in fiscal year 1996) and TASC, Inc.
(acquired in fiscal year 1998) subsidiaries had unfunded backlog with
potential contract values totaling approximately $2.1 billion and $1.7
billion for the three months ended October 31, 1999 and October 31, 1998,
respectively, and $2.2 billion, $1.8 billion, $1.5 billion and $1 billion
for fiscal years 1999, 1998, 1997 and 1996, respectively.
(4) Effective August 1, 1999, Litton adopted Statement of Position 97-3 ("SOP
97-3"), "Accounting by Insurance and Other Enterprises for Insurance Related
Assessments", which required a change in the accounting for assessments by
the workers' compensation second-injury fund administered by the Department
of Labor. The resulting cumulative effect of a change in accounting
principle was a charge of $2.8 million, net of tax.
7
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DESCRIPTION OF THE INITIAL NOTES AND THE EXCHANGE NOTES
The Initial Notes were, and the Exchange Notes will be, issued as a separate
series of our senior debt securities under an indenture, dated as of April 13,
1998 (the "Indenture"), between us and The Bank of New York, as trustee. Because
this is a summary, it does not contain all the information that may be important
to you. The following description of specific terms of the Notes is qualified in
its entirety by reference to the provisions of the Indenture. Capitalized and
other terms not otherwise defined in this Prospectus shall have the meanings
given to them in the Indenture. You may obtain a copy of the Indenture from
Litton upon request. See "Where You Can Find More Information" in this
Prospectus.
The Indenture does not limit the aggregate principal amount of debt securities
which may be issued thereunder and provides that debt securities may be issued
thereunder from time to time in one or more series.
The Initial Notes were, and the Exchange Notes will be, issued in an aggregate
principal amount of $400,000,000. The Initial Notes were, and the Exchange Notes
will be, issued only in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000. The Initial Notes were, and the
Exchange Notes will be, unsecured senior obligations of Litton and, as such,
will rank pari passu in right of payment with all other existing and future
senior indebtedness of Litton and senior in right of payment to all existing and
future subordinated indebtedness of Litton. As of October 31, 1999, Litton had
approximately $1.2 billion in aggregate principal amount of indebtedness
outstanding which ranked pari passu in right of payment with the Initial Notes
and the Exchange Notes. See "Capitalization" in this Prospectus.
GENERAL
The specific terms of the Initial Notes and the Exchange Notes are set forth
below:
- - Title: 8% Senior Notes due 2009
- - Principal amount: $400,000,000
- - Maturity date: October 15, 2009
- - Interest rate: 8%
- - Date interest starts accruing: October 18, 1999
- - Interest payment dates: April 15 and October 15
- - First interest payment date: April 15, 2000
- - Regular record dates for interest: April 1 and October 1
- - Computation of interest: Interest will be computed on the basis of a 360-day
year consisting of twelve 30-day months.
- - Form of Notes: The Notes will be in the form of one or more global notes
deposited with or on behalf of The Depository Trust Company ("DTC").
- - Sinking fund: The Notes will not be subject to any sinking fund.
- - Status: The Notes will constitute a series of our unsecured senior debt
securities.
Further references in this Prospectus to the "Notes" are to the Initial Notes
and the Exchange Notes, treated as a single series of security.
OPTIONAL REDEMPTION
We may, at our option, redeem the Notes, in whole or in part, at any time at a
redemption price equal to the greater of (i) 100% of the principal amount of the
Notes to be redeemed, and (ii) as determined by the Quotation Agent, the sum of
the present values of the remaining scheduled payments of principal and
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<PAGE> 10
interest in respect of the Notes to be redeemed (not including any portion of
such payments of interest accrued as of the date of redemption) discounted to
the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 15 basis
points plus, in each case, accrued interest to the date of redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date, the rate
per year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
that redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected
by the Quotation Agent as having a maturity comparable to the remaining term of
the Notes that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes.
"Comparable Treasury Price" means, with respect to any redemption date, (i) the
average of the Reference Treasury Dealer Quotations for that redemption date,
after excluding the highest and lowest of the Reference Treasury Dealer
Quotations, or (ii) if the trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all Reference Treasury Dealer
Quotations so received.
"Quotation Agent" means the Reference Treasury Dealer appointed by Litton.
"Reference Treasury Dealer" means (i) each of J.P. Morgan Securities Inc.,
Credit Suisse First Boston Corporation, Banc of America Securities LLC, BNY
Capital Markets, Inc., Chase Securities Inc. and Salomon Smith Barney Inc. and
their respective successors unless any of them ceases to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), in
which case we shall substitute another Primary Treasury Dealer, and (ii) any
other Primary Treasury Dealer selected by Litton.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by Litton,
of the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the trustee
by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third
business day preceding that redemption date.
Notice of any redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each holder of the Notes to be redeemed.
Unless we default in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the Notes or portions of the
Notes called for redemption.
FURTHER ISSUES
The Notes will be issued in an initial aggregate principal amount of
$400,000,000. However, we may from time to time, without the consent of the
existing holders of the Notes, create and issue additional Notes under the
Indenture having the same terms and conditions as the Notes in all respects
except for issue date and issue price. Additional Notes issued in this manner
will be consolidated with and form a single series with the previously
outstanding Notes.
BOOK-ENTRY SYSTEM; DELIVERY AND FORM
The Notes will be represented by one or more global notes in fully registered
form.
The global notes will be deposited with, or on behalf of, DTC and registered in
the name of its nominee, Cede & Co. Beneficial interests in the global notes
will be shown on, and transfers thereof will be effected only through, records
maintained in book-entry form by DTC (with respect to its participants) and its
participants.
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<PAGE> 11
Ownership of interests in the global notes will be limited to persons who have
accounts with DTC or persons who have accounts through participants ("indirect
participants") in DTC. Ownership of beneficial interests in the global notes
will be shown on, and the transfer of that ownership will be effected only
through, records maintained by DTC (with respect to interests of participants)
and the records of participants (with respect to interests of indirect
participants).
The laws of some countries and some states in the United States may require that
certain purchasers of any securities take physical delivery of such securities
in definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge the book-entry interests in the global notes.
So long as DTC or its nominee is the holder of the global notes, DTC or such
nominee, as the case may be, will be considered the sole holder of the global
notes for all purposes under the Indenture and the Notes. Except as described
under "Definitive Registered Notes," participants or indirect participants will
not be entitled to have the Notes registered in their names, will not receive or
be entitled to receive physical delivery of Notes in definitive form and will
not be considered the owners or holders thereof under the Indenture.
Accordingly, each direct or indirect participant must rely on the procedures of
the DTC and, if that person is an indirect participant in DTC, on the procedures
of the participant in DTC, through which that person owns its interest, to
exercise any rights and remedies of a holder under the Indenture.
INFORMATION CONCERNING DTC
DTC has advised Litton that:
DTC is a limited purpose trust company organized under the New York Banking Law,
a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
was created to hold securities of its participants and to facilitate the
clearance and settlement of transactions among its participants in such
securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTC participants include securities brokers and dealers (including
the Initial Purchasers), banks, trust companies, clearing corporations and
certain other organizations, some of whom (and/or their representatives) own
DTC. Access to the DTC book-entry system is also available to indirect
participants (as defined above), such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly.
Although DTC has agreed to the procedures described in this Prospectus to
facilitate transfers of interests in the global notes among participants in DTC,
it is under no obligation to perform or to continue to perform such procedures,
and such procedures may be discontinued at any time. Neither Litton nor the
trustee will have any responsibility for the performance by DTC or its
respective participants or indirect participants of their respective obligations
under the rules and procedures governing their operations.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes represented by the global notes will be made in
immediately available funds. All payments of principal and interest on the
global notes will be made in immediately available funds.
The Notes will trade in DTC's same-day funds settlement system until maturity,
and secondary market trading activity in the Notes will therefore be required by
DTC to settle in immediately available funds.
DEFINITIVE REGISTERED NOTES
Owners of book-entry interests in the global notes will receive individual
certificated Notes in fully registered form ("Definitive Registered Notes") only
in the following circumstances:
- - if DTC notifies Litton or the book-entry depository in writing that it (or its
nominee) is unwilling or unable to continue to act as a depository registered
under the Exchange Act and a successor depository
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registered as a clearing agency under the Exchange Act (in the case of DTC) or
successor registered as a clearing agency under the Exchange Act is not
appointed by Litton within 90 days; or
- - at any time if Litton determines that the global notes for Notes should be
exchanged for Definitive Registered Notes (in whole but not in part).
In addition to the foregoing, during the continuance of an Event of Default (as
defined below), holders of book-entry interests will be entitled to request and
receive Definitive Registered Notes. Such Definitive Registered Notes will be
issued to and registered in the name of, or as directed by, that person only
upon the request in writing made through a DTC participant.
Any Definitive Registered Notes will be issued in fully registered form in
denomination of $1,000 principal amount and integral multiples of $1,000. To the
extent permitted by law, Litton, the trustee and any paying agent shall be
entitled to treat the person in whose name any Definitive Registered Note is
registered as the absolute owner thereof. While any global note is outstanding,
holders of Definitive Registered Notes may exchange their Definitive Registered
Notes for a corresponding book-entry interest in that global note by
surrendering their Definitive Registered Notes to the trustee and providing the
certificates and opinions required by the Indenture. The trustee will make the
appropriate adjustments to the global note underlying that book-entry interest
to reflect any issue or surrender of Definitive Registered Notes. The Indenture
contains provisions relating to the maintenance by a registrar of registers
reflecting ownership of Definitive Registered Notes, if any, and other
provisions customary for a debt security listed on the register maintained by
the registrar. Payment of principal and interest on each Definitive Registered
Note will be made to the holder appearing on the applicable register at the
close of business on the record date at his address shown on the applicable
register on the record date.
PAYMENTS ON THE NOTES
Payments of any amounts owing in respect of the global notes will be made
through one or more paying agents appointed under the Indenture to DTC as the
holder of the global notes. Initially, the paying agent for the Notes will be
The Bank of New York, as trustee.
Litton expects that DTC or its nominee, upon receipt of any payment made in
respect of the global notes, will credit its participants' accounts with such
payments in amounts proportionate to their respective interest in the principal
amount of such global note as shown on the records of DTC or its nominee.
Payments by participants to owners of interests held through such participants
will be governed by standing customer instructions and customary practices of
the participants.
None of Litton, the trustee or any paying agent will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of book-entry interests or for maintaining, supervising or reviewing any records
relating to such book-entry interests or beneficial ownership interests.
CERTAIN COVENANTS
Other than as described below, the Indenture does not contain any provisions
that would limit our ability to incur indebtedness or that would afford holders
of Notes protection in the event of a sudden and significant decline in the
credit quality of Litton or a takeover, recapitalization or highly leveraged or
similar transaction involving Litton.
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Limitation on Liens; Sale Leaseback
Litton will not, and will not permit any subsidiary to, create, assume or suffer
to exist any lien on any Restricted Property (as defined below), to secure any
debt of Litton, any subsidiary or any other person, or permit any subsidiary so
to do, without securing the Notes equally and ratably with such debt for so long
as such debt shall be so secured, subject to certain exceptions. Exceptions
include:
- - existing liens or liens on facilities of corporations at the time they become
subsidiaries;
- - liens existing on facilities when acquired, or incurred to finance the
purchase price, construction or improvement thereof;
- - certain liens required by contracts with, and in favor of, governmental
entities; and
- - liens otherwise prohibited by such covenant, securing indebtedness which,
together with the aggregate amount of outstanding indebtedness secured by
liens otherwise prohibited by such covenant and the value of certain sale and
leaseback transactions, does not exceed 15% of Litton's consolidated net
tangible assets (defined as total assets less current liabilities and
intangible assets).
In addition, Litton will not, and will not permit any subsidiary to, enter into
any sale and leaseback transaction covering any Restricted Property unless (i)
Litton would be entitled under the provisions described above to incur debt
equal to the value of such sale and leaseback transaction, secured by liens on
the facilities to be leased, without equally and ratably securing the Notes, or
(ii) Litton, during the six months following the effective date of such sale and
leaseback transaction, applies an amount equal to the value of such sale and
leaseback transaction to the voluntary retirement of long-term indebtedness or
to the acquisition of Restricted Property.
"Restricted Property" is defined as (i) any manufacturing facility (or portion
thereof) owned or leased by Litton or any subsidiary and located within the
continental United States which, in the opinion of the Board of Directors of
Litton, is of material importance to the business of Litton and its subsidiaries
taken as a whole, but no such manufacturing facility (or portion thereof) shall
be deemed of material importance if its gross book value (before deducting
accumulated depreciation) is less than 2% of Litton's consolidated net tangible
assets, or (ii) any shares of capital stock or indebtedness of any subsidiary
owning any such manufacturing facility.
Consolidation, Merger and Sale of Assets
We may, without the consent of the holders of the Notes or any other outstanding
debt securities, consolidate with, merger into or be merged into, or transfer or
lease our property and assets substantially as an entirety to another entity.
However, we may only do this if: (i) the successor entity is a corporation and
assumes by supplemental indenture all of our obligations under the Notes, any
other outstanding debt securities and the Indenture, and (ii) after giving
effect to the transaction, no Default or Event of Default (as defined below) has
occurred and is continuing. After that time, all of our obligations under the
Notes, any other outstanding debt securities and the Indenture terminate.
EVENTS OF DEFAULT
Any one of the following is an "Event of Default" with respect to any series of
debt securities, including the Notes:
- - if we default in the payment of interest on the debt securities of such
series, and such default continues for 30 days;
- - if we default in the payment of the principal of any debt security of such
series;
- - if we fail to comply with any of our other agreements in the debt securities
of such series, in the Indenture or in any supplemental indenture under which
the debt securities of such series were issued, which failure continues for 60
days after we receive notice from the trustee or the holders of at least 25%
in principal amount of all of the outstanding debt securities of that series;
and
- - if certain events of bankruptcy or insolvency occur with respect to Litton.
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If an Event of Default with respect to the debt securities of any series occurs
and is continuing, the trustee or the holders of at least 25% in principal
amount of all of the outstanding debt securities of that series may declare the
principal (or, if the debt securities of that series are original issue discount
securities, such portion of the principal amount as may be specified in the
terms of that series) of all the debt securities of that series to be due and
payable. When such declaration is made, such principal (or, in the case of
original issue discount securities, such specified amount) will be immediately
due and payable. The holders of a majority in principal amount of debt
securities of that series may rescind such declaration and its consequences if
the rescission would not conflict with any judgment or decree and if all
existing events of default have been cured or waived (other than nonpayment of
principal or interest that has become due solely as a result of acceleration).
Holders of debt securities may not enforce the Indenture, or the debt securities
except as provided in the Indenture. The trustee may require indemnity
satisfactory to it before it enforces the Indenture or the debt securities.
Subject to certain limitations, the holders of more than 50% in principal amount
of the debt securities of each series affected (with each series voting as a
class) may direct the time, method and place of conducting any proceeding for
any remedy available to the trustee or exercising any trust or power of the
trustee. The trustee may withhold from holders of debt securities notice of any
continuing default (except a default in the payment of principal or interest) if
it determines that withholding notice is in their interests.
AMENDMENT AND WAIVER
With the consent of the holders of more than 50% of the principal amount of the
outstanding debt securities of each series that will be affected (with each
series voting as a class), Litton and the trustee may amend or supplement the
Indenture or modify the rights of the holders of debt securities of each series.
Such majority holders may also waive compliance by us with any provision of the
Indenture, any supplemental indenture or the debt securities of any such series
except a default in the payment of principal or interest. However, without the
consent of the holder of each debt security affected, an amendment or waiver may
not:
- - reduce the amount of debt securities whose holders must consent to an
amendment or waiver;
- - change the rate or the time for payment of interest;
- - change the principal or the fixed maturity;
- - waive a default in the payment of principal or interest;
- - make any debt securities payable in a different currency; or
- - make any change in the provisions of the Indenture concerning (i) waiver of
existing defaults; (ii) rights of holders of debt securities to receive
payment; or (iii) amendments and waivers with consent of holders of debt
securities.
We and the trustee may amend or supplement the Indenture without the consent of
any holder of any of the debt securities to cure any ambiguity, defect or
inconsistency in the Indenture, the debt securities or for certain other limited
purposes, including to make any change that does not adversely affect the rights
of any holder of debt securities.
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides that we (a) may be discharged from our obligations in
respect of the debt securities of a specified series including the Notes
("defeasance and discharge"), or (b) may cease to comply with certain
restrictive covenants ("covenant defeasance") including those described under
"Certain Covenants -- Limitation on Liens; Sale Leaseback" and "Certain
Covenants -- Consolidation, Merger and Sale of Assets", when we have irrevocably
deposited with the trustee, in trust, (i) sufficient funds to pay the principal
of (and premium, if any) and interest to stated maturity (or redemption) on, the
debt securities of such series, or (ii) such amount of direct obligations of, or
obligations guaranteed by,
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the government which issued the currency in which the debt securities are
denominated, as will, together with the predetermined and certain income to
accrue thereon without consideration of any reinvestment, be sufficient to pay
when due the principal of (and premium, if any) and interest to stated maturity
(or redemption) on, the debt securities of such series. Such defeasance and
discharge and covenant defeasance are conditioned upon, among other things, our
delivery of an opinion of counsel that the holders of the debt securities of
such series will not recognize income, gain or loss for United States Federal
income tax purposes as a result of such defeasance, and will be subject to tax
in the same manner as if no defeasance and discharge or covenant defeasance, as
the case may be, had occurred.
GOVERNING LAW
The Indenture and the Notes will be governed by, and construed in accordance
with, the laws of the State of New York.
CONCERNING THE TRUSTEE
We maintain banking and other business relationships in the ordinary course of
business with The Bank of New York.
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EXCHANGE OFFER
GENERAL
We hereby offer, upon the terms and subject to the conditions set forth in this
Prospectus and in the accompanying Letter of Transmittal, which together
constitute the Exchange Offer, to exchange up to $400,000,000 aggregate
principal amount of Exchange Notes due 2009 for the same aggregate principal
amounts of Initial Notes due 2009, properly tendered on or prior to the
Expiration Date and not withdrawn as permitted pursuant to the procedures
described below. We are making the Exchange Offer for all of the Initial Notes
due 2009; the total aggregate principal amount of Initial Notes due 2009 and
Exchange Notes due 2009 will not exceed $400,000,000.
PURPOSE OF THE EXCHANGE OFFER
Under the terms of the Registration Rights Agreement, dated October 13, 1999,
among Litton and J.P. Morgan & Co., Credit Suisse First Boston, Banc of America
Securities LLC, BNY Capital Markets, Inc., Chase Securities Inc. and Salomon
Smith Barney as representatives of the Initial Purchasers of the Initial Notes,
we are required to file with the SEC and use our reasonable best efforts to
cause to become effective a registration statement with respect to issues of
Exchange Notes identical in all material respects to the Initial Notes and, upon
becoming effective, to offer the Holders of the Initial Notes of each series the
opportunity to exchange their Initial Notes for the Exchange Notes of identical
series.
We will be entitled to close the Exchange Offer provided that we have accepted
all Initial Notes that have been validly tendered in accordance with the terms
of the Exchange Offer. Initial Notes not tendered in the Exchange Offer shall
bear interest at the same rates in effect at the time of issuance of the Initial
Notes.
EXPIRATION DATE; EXTENSIONS; TERMINATION; AMENDMENTS
The Exchange Offer will expire at 5:00 p.m., New York City time, on January ,
2000, unless we, in our sole discretion, extend the period of time described
below for which the Exchange Offer is open. The expiration date will be at least
30 days after the commencement of the Exchange Offer, or longer if required by
applicable law. We expressly reserve the right, at any time or from time to
time, to extend the period of time during which the Exchange Offer is open, and
as a result delay acceptance for exchange of any Initial Notes by giving oral
notice, which shall be confirmed in writing or written notice to the Exchange
Agent and by giving written notice of this extension to the holders of the
Initial Notes or by timely public announcement communicated, unless otherwise
required by applicable law or regulation, by making a release through the Dow
Jones News Service, in each case, no later than 9:00 a.m. New York City time, on
the next business day after the previously scheduled expiration date. Such
announcement may state that we are extending the Exchange Offer for a specified
period of time. During any such extension, all Initial Notes previously tendered
will remain subject to the Exchange Offer.
In addition, we expressly reserve the right to terminate or amend the Exchange
Offer and not to accept for exchange any Initial Notes not previously accepted
for exchange upon the occurrence of any of the events specified below under
"Certain Conditions to the Exchange Offer". If any such termination or amendment
occurs, we will notify the Exchange Agent and will either issue a press release
or give oral or written notice to the holders of the Initial Notes as promptly
as practicable.
PROCEDURES FOR TENDERING INITIAL NOTES
Your tender to us of Initial Notes as set forth below and the acceptance by us
of such tender will constitute a binding agreement between you and us upon the
terms and subject to the conditions set forth in this prospectus and in the
accompanying Letter of Transmittal.
You may tender Initial Notes by (1) properly completing and signing the Letter
of Transmittal or a facsimile copy of the Letter of Transmittal and delivering
it, together with the certificate or certificates
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representing the Initial Notes being tendered, if any, and any required
signature guarantees, to the Exchange Agent at its address set forth below on or
prior to 5:00 p.m., New York City time, on the expiration date, or complying
with the procedure for book-entry transfer described below, or (2) complying
with the guaranteed delivery procedures described below.
The method of delivery of Initial Notes, Letters of Transmittal and all other
required documents is at your election and risk and the delivery will be deemed
made only when actually received by the Exchange Agent. If such delivery is by
mail, we recommend that registered mail properly insured, with return receipt
requested, or an overnight or hand delivery service, be used. In all cases,
sufficient time should be allowed to insure timely delivery. No Initial Notes or
Letters of Transmittal should be sent to us.
Signatures on a Letter of Transmittal or a notice of withdrawal, as the case may
be, must be guaranteed unless the Initial Notes surrendered for exchange
pursuant thereto are tendered (1) by a registered holder of the Initial Notes
who has not completed the box entitled "Specific Issuance Instructions" or
"Special Delivery Instructions" on the Letter of Transmittal, or (2) for the
account of an Eligible Institution as defined herein. In the event that
signatures on a Letter of Transmittal or a notice of withdrawal, as the case may
be, are required to be guaranteed, such guarantee must be by a participant in a
recognized signature guaranty medallion program (each an "Eligible Institute").
If Initial Notes are registered in the name of a person other than a signer of
the Letter of Transmittal, the Initial Notes surrendered for exchange must be
endorsed by, or be accompanied by a written instrument or instruments of
transfer or exchange, in satisfactory form as determined by us in our sole
discretion, duly executed by the registered holder with the signature thereof
guaranteed by an Eligible Institution.
The Exchange Agent will make a request promptly after the date of this
Prospectus to establish accounts with respect to the Initial Notes at the
book-entry transfer facility, The Depository Trust Company, for the purposes of
facilitating the Exchange Offer, and subject to the establishment thereof, any
financial institution that is a participant in the book-entry transfer
facility's system may make book-entry delivery of Initial Notes by causing such
book-entry transfer facility to transfer such Initial Notes into the Exchange
Agent's account with respect to the Initial Notes in accordance with the
book-entry transfer facility's procedures for such transfer. Although delivery
of Initial Notes may be effected through book-entry transfer in the Exchange
Agent's account at the book-entry transfer facility, an appropriate Letter of
Transmittal with any required signature guarantee and other required documents
must in each case be transmitted to and received or confirmed by the Exchange
Agent at its address set forth below on or prior to the Expiration Date, or, if
the guaranteed delivery procedures described below are complied with, within the
time period provided under such procedures.
If you desire to accept the Exchange Offer and time will not permit a Letter of
Transmittal or Initial Notes to reach the Exchange Agent on or prior to the
Expiration Date or the procedure for book-entry transfer cannot be completed on
a timely basis, you may effect an exchange if the Exchange Agent has received at
its address or facsimile number set forth below on or prior to the Expiration
Date a letter, telegram or facsimile from an Eligible Institution setting forth
your name and address, the name in which the Initial Notes are registered and,
if possible, the certificate number or numbers of the certificate or
certificates representing the Initial Notes to be tendered, and stating that the
tender is being made thereby and guaranteeing that within three business days
after the Expiration Date the Initial Notes in proper form for transfer, or a
confirmation of book-entry transfer of such Initial Notes into the Exchange
Agent's account at the book-entry transfer facility, will be delivered by such
Eligible Institution together with a properly completed and duly executed Letter
of Transmittal and any other required documents. Unless Initial Notes being
tendered by the above-described method are deposited with the Exchange Agent
within the time period set forth above, accompanied or preceded by a properly
completed Letter of Transmittal and any other required documents, we may, at our
option, reject the tender. You may obtain copies of a Notice of Guaranteed
Delivery which may be used by an Eligible Institution for the purposes described
in this paragraph from the Exchange Agent.
Your tender will be deemed to have been received as of the date when (1) your
properly completed and duly signed Letter of Transmittal accompanied by the
Initial Notes, or a confirmation of book-entry
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transfer of such the Initial Notes into the Exchange Agent's account at the
book-entry transfer facility, is received by the Exchange Agent, or (2) a Notice
of Guaranteed Delivery or letter, telegram or facsimile to similar effect (as
provided above) from an Eligible Institution is received by the Exchange Agent.
Issuance of Exchange Notes in exchange for Initial Notes tendered pursuant to a
Notice of Guaranteed Delivery or letter, telegram or facsimile to similar effect
by an Eligible Institution will be made only against deposit of the Letter of
Transmittal and any other required documents and the tendered Initial Notes.
All questions as to the validity, form, eligibility, time of receipt and
acceptance of Initial Notes tendered for exchange will be determined by us in
our sole discretion, which determination will be final and binding on all
parties. We reserve the right to reject any and all tenders of any particular
Initial Notes not properly tendered or reject any particular shares of Initial
Notes the acceptance of which might, in our judgment, be unlawful. We also
reserve the absolute right to waive any defects or irregularities or condition
of the Exchange Offer as to any particular Initial Notes either before or after
the Expiration Date, including the right to waive the ineligibility of any
holder who seeks to tender Initial Notes in the Exchange Offer. The
interpretation of the terms and conditions of the Exchange Offer, including the
Letter of Transmittal and the instructions thereto, by us shall be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Initial Notes for exchange must be cured within such
time as we shall determine. Neither we nor any other person shall be under any
duty to give notification of defects or irregularities with respect to tenders
of Initial Notes for exchange, nor shall any of them incur any liability for
failure to give such notification.
If the Letter of Transmittal or any Initial Notes or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and unless waived by us,
proper evidence satisfactory to us of their authority to so act must be
submitted.
If you are not a broker-dealer or are a broker-dealer but are not receiving
Exchange Notes for your own account, by tendering you will represent to us that,
among other things, the Exchange Notes acquired pursuant to the Exchange Offer
are being obtained in the ordinary course of your business, that you are not
engaged in, and do not intend to engage in, and have no arrangement or
understanding with any person to participate in the distribution of such
Exchange Notes and you are not an "affiliate" of Litton as defined in Rule 405
under the Securities Act of 1933 or, if you are an affiliate, you will comply
with the registration and prospectus delivery requirements of the Securities Act
of 1933, to the extent applicable. Each broker-dealer that is receiving Exchange
Notes for its own account in exchange for Initial Notes that were acquired as a
result of market-making or other trading activities will represent to us that it
will deliver a prospectus in connection with any resale of such Initial Notes.
In addition, we reserve the right in our sole discretion to (1) purchase or make
offers for any Initial Notes that remain outstanding subsequent to the
expiration date, or, as set forth under "Certain Conditions to the Exchange
Offer", to terminate the Exchange Offer and (2) to the extent permitted by
applicable law, purchase Initial Notes in the open market, in privately
negotiated transactions or otherwise. The terms of any such purchases or offers
may differ from the terms of the Exchange Offer.
WITHDRAWAL RIGHTS
You may withdraw tenders of Initial Notes at any time prior to 5:00 p.m., New
York City time, on the business day prior to the expiration date. For a
withdrawal to be effective, a written notice of withdrawal sent by letter,
telegram or facsimile must be received by the Exchange Agent at any time prior
to 5:00 p.m., New York City time, on the business day prior to the expiration
date at its address or facsimile a number set forth below. Any such notice of
withdrawal must (i) specify the name of the person having tendered the Initial
Notes to be withdrawn (the "Depositor"), the name in which the Initial Notes are
registered or, if tendered by book-entry transfer, the name of the Participant,
listing as the owner of such Initial Notes, if different from that of the
Depositor, (ii) identify the Initial Notes to be withdrawn, including the
certificate number of numbers of the certificates representing such Initial
Notes and the
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aggregate principal amount of such Initial Notes, (iii) be signed by the holder
in the same manner as the original signature on the Letter of Transmittal by
which such Initial Notes were tendered, including any required signature
guarantees, or be accompanied by documents of transfer sufficient to permit the
Transfer Agent with respect to the Initial Notes to register the transfer of
such Initial Notes into the name of the person withdrawing the tender and (iv)
specify the name in which any such Initial Notes are to be registered, if
different from that of the Depositor. All questions as to the validity, form and
eligibility, including time of receipt, of such withdrawal notice will be
determined by us in our sole discretion, which determination will be final and
binding on all parties. Any Initial Notes so withdrawn will be deemed not to
have been validly tendered for purposes of the Exchange Offer and no Exchange
Notes will be issued with respect thereto unless the Initial notes so withdrawn
are validly retendered. Any Initial Notes which have been tendered but which are
withdrawn will be returned to the holder thereof without cost to such holder as
soon as practicable after such withdrawal. Properly withdrawn Initial Notes may
be retendered by following one of the procedures described above under
"Procedures for Tendering Initial Note" at any time prior to the Expiration
Date.
ACCEPTANCE OF INITIAL NOTES FOR EXCHANGE; DELIVERY OF EXCHANGE NOTES
Upon satisfaction or waiver of all of the conditions to the Exchange Offer we
will accept, promptly after the Expiration Date, all Initial Notes properly
tendered and will issue the Exchange Notes. See "Certain Conditions to the
Exchange Offers" below. For purposes of the Exchange Offer, we will be deemed to
have accepted properly tendered Initial Notes for exchange when we have given
oral or written notice thereof to the Exchange Agent.
In all cases, issuance of the Exchange Notes in exchange for Initial Notes
pursuant to the Exchange Offer will be made only after timely receipt by us of
such Initial Notes, a properly completed and duly executed Letter of Transmittal
and all other required documents. If any tendered Initial Notes are not accepted
for exchange for any reason set forth in the terms and conditions of the
Exchange Offer, such unaccepted Initial Notes will be returned without expense
to the tendering holder thereof as promptly as practicable after the rejection
of such tender or the expiration or termination of the Exchange Offer.
UNTENDERED INITIAL NOTES
Holders of Initial Notes whose Initial Notes are not tendered or are tendered
but not accepted in the Exchange Offer will continue to hold such Initial Notes
and will be entitled to all the rights and preferences and subject to the
limitations applicable thereto. Following consummation of the Exchange Offer,
the holders of Initial Notes will continue to be subject to the existing
restrictions upon transfer thereof and, except as provided in the Registration
Rights Agreement mentioned above, we will have no further obligation to such
holders to provide for the registration under the Securities Act of 1933 of the
Initial Notes held by them. To the extent that Initial Notes are tendered and
accepted in the Exchange Offer, the trading market for untendered and tendered
but unaccepted Initial Notes could be adversely affected.
CERTAIN CONDITIONS TO THE EXCHANGE OFFER
Notwithstanding any other term of the Exchange Offer, we will not be required to
accept for exchange, or issue Exchange Notes in exchange for, any Initial Notes,
and may terminate or amend the Exchange Offer, if at any time before the
acceptance of such Initial Notes for exchange, any of the following events shall
occur:
(1) an injunction, order or decree shall have been issued by any court or
governmental agency that would prohibit, prevent or otherwise materially
impair our ability to proceed with the Exchange Offer; or
(2) there shall occur a change in the current interpretation of the staff of the
Commission which current interpretation permits the Exchange Notes issued
pursuant to the Exchange Offer in exchange for the Initial Notes to be
offered for resale, resold and otherwise transferred by holders thereof,
other than by (1) a broker-dealer who purchases such Exchange Notes directly
from Litton to resell pursuant to
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Rule 144A, Regulation S or any other available exemption under the
Securities Act of 1933 or (2) a person that is an affiliate of Litton within
the meaning of Rule 405 under the Securities Act of 1933, without compliance
with the registration and prospectus delivery provisions of the Securities
Act of 1933 provided that such Exchange Notes are acquired in the ordinary
course of such holders' business and such holders have no arrangement with
any person to participate in the distribution of Exchange Notes.
The foregoing conditions are for our sole benefit and may be asserted by us
regardless of the circumstances giving rise to any such condition or may be
waived by us in whole or in part at any time and from time to time in our sole
discretion. The failure by us at any time to exercise any of the foregoing
rights shall not be deemed a waiver of any such right and each such right shall
be deemed on going right which may be asserted by us at any time and from time
to time.
If we determine that we may terminate the Exchange Offer, as set forth above, we
may (1) refuse to accept any Initial Notes and return any Initial Notes that
have been tendered to their holders, (2) extend the Exchange Offer and retain
all Initial Notes tendered prior to the expiration date, subject to the rights
of such holders of tendered shares of Initial Notes to withdraw their tendered
Initial Notes, or (3) waive such termination event with respect to the Exchange
Offer and accept all properly tendered Initial Notes that have not been
withdrawn. If such waiver constitutes a material change in the Exchange Offer,
we will disclose such change by means of a supplement to this Prospectus that
will be distributed to each registered holder of Initial Notes, and we will
extend the Exchange Offer for a period of five to ten business days, depending
upon the significance of the waiver and the manner of disclosure to the
registered holders of the Initial Notes, if the Exchange Offer would otherwise
expire during such period.
In addition, we will not accept for exchange any Initial Notes tendered, and no
Exchange Notes will be issued in exchange for any such Initial Notes, if at any
time any stop order shall be threatened by the SEC or in effect with respect to
the Registration Statement.
The Exchange Offer is not conditioned on any minimum principal amount of Initial
Notes being tendered for exchange.
EXCHANGE AGENT
The Bank of New York has been appointed as Exchange Agent for the Exchange
Offer. Questions regarding Exchange Offer procedures should be directed to the
Exchange Agent addressed as follows:
<TABLE>
<S> <C>
By Mail: By Hand or Overnight Delivery:
The Bank of New York The Bank of New York
Corporate Trust Division Corporate Trust Division
101 Barclay Street, 21 W 101 Barclay Street, 21 W
New York, New York 10286 New York, New York 10286
Attention: Santino Ginocchietti Attention: Santino Ginocchietti
Reorganization Unit Reorganization Unit
</TABLE>
By Facsimile: (212) 815-6339
Confirm by Telephone: (212) 815-6331
The Bank of New York is also the Transfer Agent for the Initial Notes and
Exchange Notes.
SOLICITATION OF TENDERS, FEES AND EXPENSES
We have not retained any dealer-manager in connection with the Exchange Offer
and will not make any payments to brokers, dealers or other persons soliciting
acceptance of the Exchange Offer. We will, however, pay the Exchange Agent
reasonable and customary fees for its services and will reimburse the
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<PAGE> 21
Exchange Agent for its reasonable out-of-pocket expenses in connection
therewith. The cash expenses to be incurred by us in connection with the
Exchange Offer will be paid by us.
No person has been authorized to give any information or to make any
representation in connection with the Exchange Offer other than those contained
in this Prospectus. If given or made, such information or representations should
not be relied upon as having been authorized by us. Neither the delivery of this
Prospectus nor any exchange made hereunder shall, under any circumstances,
create any implication that there has been no change in our affairs since the
respective dates as of which information is given. We are not seeking tenders of
Initial Notes from or on behalf of holders of Initial Notes in any jurisdiction
in which the making of the Exchange Offer or the acceptance of Initial Notes
would not be in compliance with the laws of such jurisdiction.
TRANSFER TAXES
We will pay all transfer taxes, if any, applicable to the exchange of Initial
Notes pursuant to the Exchange Offer. If, however, certificates representing
Exchange Notes or Initial Notes not tendered or accepted for exchange are to be
delivered to, or are to be registered or issued in the name of, any person other
than the registered holder of the Initial Notes tendered, or if tendered Initial
Notes are registered in the name of any person other than the person signing the
Letter of Transmittal, or if a transfer tax is imposed for any reason other than
the exchange of Exchange Notes pursuant to the Exchange Offer, then the amount
of any transfer taxes, whether imposed on the registered holder or any other
persons, will be payable by the tendering holder. If satisfactory evidence of
payment of or exemption from transfer taxes is not submitted with the Letter of
Transmittal, the amount of transfer taxes will be billed directly to the
tendering holders.
20
<PAGE> 22
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following summary is based on the Internal Revenue Code of 1986, as amended
(the "Code"), its legislative history, existing and proposed regulations
thereunder, published rulings and court decisions, all as currently in effect
and all subject to change at any time, perhaps with retroactive effect.
If you are considering exchanging your Initial Notes for Exchange Notes you
should consult your own tax advisor concerning the consequences, in your
particular circumstances, under the Code and the laws of any other taxing
jurisdiction, of such exchange.
This discussion is not intended to deal with all aspects of U.S. federal income
taxation that might be relevant to you in light of your investment or tax
circumstances or status, nor does it discuss the U.S. federal income tax
consequences to you if you are subject to special treatment under the U.S.
federal income tax laws, such as if you are a certain type of financial
institution, insurance company, dealer in securities or foreign currency, a
tax-exempt organization, a foreign corporation or a nonresident alien
individual, or if you are holding Initial Notes or Exchange Notes as a hedge
against, or that are hedged against, currency risk or that are part of a
straddle or conversion transaction, or if your functional currency is not the
United States dollar. Moreover, the effect of any state, local or foreign tax
laws is not discussed.
THE FOLLOWING DISCUSSION IS FOR GENERAL INFORMATION ONLY. IF YOU ARE A HOLDER OF
AN INITIAL NOTE THAT IS PARTICIPATING IN THE EXCHANGE OFFER YOU ARE STRONGLY
URGED TO CONSULT WITH YOUR OWN TAX ADVISORS TO DETERMINE THE IMPACT OF YOUR
PARTICULAR TAX SITUATION ON THE ANTICIPATED TAX CONSEQUENCES, INCLUDING THE TAX
CONSEQUENCES UNDER STATE, LOCAL, FOREIGN OR OTHER TAX LAWS, OF THE EXCHANGE OF
THE INITIAL NOTES FOR THE EXCHANGE NOTES UNDER THE EXCHANGE OFFER.
EXCHANGE OFFER
The exchange of the Initial Notes by you for the Exchange Notes should not be
treated as an "exchange" for federal income tax purposes because the Exchange
Notes should not be considered to differ materially from the Initial Notes. The
Exchange Notes received by you should be treated as a continuation of the
Initial Notes. As a result, there should be no federal income tax consequences
to you for exchanging the Initial Notes for the Exchange Notes and the federal
income tax consequences of holding and disposing of the Exchange Notes should be
the same as the federal income tax consequences of holding and disposing of the
Initial Notes. Accordingly, your adjusted tax basis in the Exchange Notes will
be the same as your adjusted tax basis in the Initial Notes and your holding
period for the Initial Notes will be included in your holding period for the
Exchange Notes. Thus, the determination of gain on a sale or other disposition
of the Exchange Notes will be the same as for the Initial Notes.
ACCOUNTING TREATMENT
No gain or loss for accounting purposes will be recognized by us upon the
consummation of the Exchange Offer.
PLAN OF DISTRIBUTION
Based on no-action letters issued by the staff of the SEC to third parties, we
believe that the Exchange Notes issued pursuant to the Exchange Offer in
exchange for Initial Notes may be offered for resale, resold and otherwise
transferred by holders thereof other than (1) a broker-dealer who purchases such
Exchange Notes directly from us to resell pursuant to Rule 144A or any other
available exemption under the Securities Act of 1933 or (2) a person that is an
affiliate of ours within the meaning of Rule 405 under the Securities Act of
1933, without compliance with the registration and prospectus delivery
requirements of the Securities Act of 1933 provided that Exchange Notes are
acquired in the ordinary course of such holders' business and such holders have
no arrangement with any person to participate in
21
<PAGE> 23
the distribution of such Exchange Notes. Any holder of Initial Notes who tenders
in the Exchange Offer for the purpose of participating in a distribution of the
Exchange Notes could not rely on such interpretation by the staff of the SEC and
must comply with the registration and prospectus delivery requirements of the
Securities Act of 1933 in connection with any resale transaction. Thus, any
Exchange Notes acquired by such holders will not be freely transferable except
in compliance with the Securities Act of 1933.
Each broker-dealer that receives Exchange Notes for its own account in exchange
for Initial Notes acquired as a result of market-making or other trading
activities must acknowledge that it will deliver a prospectus in connection with
any resale of such Exchange Notes. For a period of 90 days after the Expiration
Date, this Prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of such Exchange
Notes. During such 90-day period, we will use our reasonable best efforts to
make this Prospectus available to any broker-dealer for use in connection with
such resale, provided that such broker-dealer indicates in the Letter of
Transmittal that it is a broker-dealer.
We will not receive any proceeds from any sale of Exchange Notes by
broker-dealers. Exchange Notes received by broker-dealers for their own account
pursuant to the Exchange Offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the Exchange Notes or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or negotiated prices. Any such resale may be made
directly to purchasers or to or through broker-dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such Exchange Notes. Any
broker-dealer that resells Exchange Notes that were received by it for its own
account pursuant to the Exchange Offer and any person that participates in the
distribution of such Exchange Notes may be deemed to be an "underwriter" within
the meaning of the Securities Act of 1933 and any profit on any such resale of
Exchange Notes and any commissions or concessions received by any such
broker-dealers may be deemed to be underwriting compensation under the
Securities Act of 1933. The Letter of Transmittal states that a broker-dealer,
by acknowledging that it will deliver and by delivering a prospectus, will not
be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act of 1933.
We will indemnify the holders of the Exchange Notes (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act of 1933.
VALIDITY OF EXCHANGE NOTES
The validity of the Exchange Notes will be passed upon for Litton by John E.
Preston, Esq., the Senior Vice President and General Counsel of Litton. As of
November 30, 1999, Mr. Preston beneficially owns 13,024 shares of common stock
of Litton, 1,777 nonvoting deferred stock units equal to 1,777 shares of common
stock of Litton, and has options to purchase 82,258 shares of common stock of
Litton.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference from Litton's Annual Report on Form 10-K for the year ended July 31,
1999 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.
22
<PAGE> 24
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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. Litton's Certificate
of Incorporation provides that Litton may indemnify its agents to the maximum
extent permitted under Delaware law, and maintains insurance covering certain
liabilities of the directors and officers of Litton and its subsidiaries.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
3.1 Restated Certificate of Incorporation of the Registrant,
filed as Exhibit 3.1 to the Registrant's 1984 Annual Report
on Form 10-K, and incorporated herein by reference.
3.2 Amendment to the Registrant's Restated Certificate of
Incorporation, filed as Exhibit 3.1(a) to the Registrant's
October 31, 1986 Quarterly Report on Form 10-Q, and
incorporated herein by reference.
3.3 Amended and Restated By-laws of the Registrant, filed as
Exhibit 3.2 to the Registrant's January 31, 1999 Quarterly
Report on Form 10-Q, and incorporated herein by reference.
3.4 Amendment to Restated and Amended By-laws of the Registrant,
filed as Exhibit 3.1 to the Registrant's October 31, 1999
Quarterly Report on Form 10-Q, and incorporated herein by
reference.
4.1 Indenture dated as of April 13, 1998 between the Registrant
and The Bank of New York, Trustee, under which the 8% Senior
Notes due 2009 were issued, filed as Exhibit 4.1 to the
Registrant's April 30, 1998 Quarterly Report on Form 10-Q,
and incorporated herein by reference.
4.4 Form of Exchange Security
5.1 Opinion of John E. Preston, Esq., Senior Vice President and
General Counsel of the Registrant.
12.1 Statement re: Computation of Ratios
23.1 Consent of John E. Preston, Esq. (included in Exhibit 5.1)
23.2 Independent Auditors' Consent
24.1 Power of Attorney (Michael R. Brown)
24.2 Power of Attorney (John M. Leonis)
24.3 Power of Attorney (Alton J. Brann)
24.4 Power of Attorney (Orion L. Hoch)
24.5 Power of Attorney (David E. Jeremiah)
24.6 Power of Attorney (William P. Sommers)
24.7 Power of Attorney (Joseph T. Casey)
24.8 Power of Attorney (C. B. Thornton, Jr.)
24.9 Power of Attorney (Carol B. Hallett)
25.1 Form T-1 Statement of Eligibility of the Trustee with
respect to the 8% Senior Notes Due 2009, filed as Exhibit
25.1 to the Registrant's Form 8-K dated April 7, 1998, and
incorporated herein by reference.
99.1 Form of Letter of Transmittal
99.2 Form of Guaranty of Delivery
99.3 Form of Exchange Agent Agreement
</TABLE>
II-1
<PAGE> 25
ITEM 22. 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:
(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 of
any material change to such information in the registration statement.
(2) that, for the purposes 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 bone fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and 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
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.
II-2
<PAGE> 26
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-4 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 15th day of
December, 1999.
LITTON INDUSTRIES, INC.
By: /s/ D. MICHAEL STEUERT
------------------------------------
D. Michael Steuert
Senior Vice President and Chief
Financial Officer
(principal financial officer)
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed as of December 15, 1999 by the following persons in
the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
/s/ *MICHAEL R. BROWN Chairman of the Board, President,
- --------------------------------------------------------- Chief Executive Officer
Michael R. Brown (principal executive officer)
/s/ D. MICHAEL STEUERT Senior Vice President and
- --------------------------------------------------------- Chief Financial Officer
D. Michael Steuert (principal financial officer)
/s/ CAROL A. WIESNER Vice President and Controller
- --------------------------------------------------------- (principal accounting officer)
Carol A. Wiesner
/s/ *ALTON J. BRANN Director
- ---------------------------------------------------------
Alton J. Brann
/s/ *JOSEPH T. CASEY Director
- ---------------------------------------------------------
Joseph T. Casey
/s/ *CAROL B. HALLETT Director
- ---------------------------------------------------------
Carol B. Hallet
/s/ *ORION L. HOCH Director
- ---------------------------------------------------------
Orion L. Hoch
/s/ *DAVID E. JEREMIAH Director
- ---------------------------------------------------------
David E. Jeremiah
/s/ *JOHN M. LEONIS Director
- ---------------------------------------------------------
John M. Leonis
/s/ *WILLIAM P. SOMMERS Director
- ---------------------------------------------------------
William P. Sommers
</TABLE>
II-3
<PAGE> 27
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
/s/ *C.B. THORNTON, JR. Director
- ---------------------------------------------------------
C.B. Thornton, Jr.
By: /s/ JOHN E. PRESTON
- ---------------------------------------------------------
John E. Preston
Attorney-in-Fact*
</TABLE>
* By authority of Powers of Attorney filed with this Form S-4.
II-4
<PAGE> 1
EXHIBIT 4.4
[FORM OF EXCHANGE SECURITY]
[EXCHANGE SECURITY]
CUSIP No. ______________
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR
A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED HEREIN OR IN THE
INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO LITTON
INDUSTRIES, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
LITTON INDUSTRIES, INC.
8% Senior Notes due 2009
No. $
LITTON INDUSTRIES, INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of [_________] Dollars on October 15, 2009, and to pay interest
thereon from October 18, 1999 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on April 15 and
October 15 in each year, commencing April 15, 2000, at the rate of 8% per annum,
until the principal hereof is paid or made available for payment. The interest
so payable, and punctually paid or duly provided for, on any Interest
1
<PAGE> 2
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the April 1 or October 1 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be mailed to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. Interest on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.
Payment of the principal of (and premium, if any) and any such
interest on this Security will be made at the office or agency of the Company
maintained for that purpose in The Borough of Manhattan, The City of New York,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
2
<PAGE> 3
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
LITTON INDUSTRIES, INC.
By
------------------------------------------
Attest:
- -------------------------------------------
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Dated: THE BANK OF NEW YORK,
As Trustee
By
------------------------------------------
Authorized Signatory
3
<PAGE> 4
[REVERSE OF SECURITY]
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of April 13, 1998 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, initially limited
in aggregate principal amount to $400,000,000, subject to certain exceptions
referred to in the Indenture. In addition, the Company may from time to time
without the consent of the Holders of Securities create and issue further
securities having the same terms and conditions as the Securities in all
respects (or in all respects except for the issue date and issue price) and so
that such further issue shall be consolidated and form a single series with the
outstanding securities of this series (including the Securities) or upon such
terms as the Company may determine at the time of their issue. References herein
to the Securities include (unless the context requires otherwise) any other
securities issued as described in this paragraph and forming a single series
with the Securities.
The Securities of this series are subject to redemption upon not
less than 30 days' notice by mail, in whole or in part, at the option of the
Company at any time at a Redemption Price equal to the greater of (i) 100% of
the principal amount of the Securities so redeemed or (ii) as determined by a
Quotation Agent, the sum of the present values of the remaining scheduled
payments of principal and interest thereon (not including any portion of such
payments of interest accrued as of the date of redemption) discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate, plus 15 basis points plus,
in each case, accrued interest thereon to the Redemption Date.
4
<PAGE> 5
"Adjusted Treasury Rate" means, with respect to any Redemption Date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.
"Comparable Treasury Issue" means the United States Treasury
security selected by a Quotation Agent as having a maturity comparable to the
remaining term of the Securities to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.
"Comparable Treasury Issue" means, with respect to any redemption
date, (i) the average of the Reference Treasury Dealer Quotations for that
redemption date, after excluding the highest and lowest of the Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all Reference Treasury
Dealer Quotations so received.
"Quotation Agent" means the Reference Treasury Dealer appointed by
the Company.
"Reference Treasury Dealer" means (i) each of J.P. Morgan Securities
Inc., Credit Suisse First Boston Corporation, Banc of America Securities LLC,
BNY Capital Markets, Inc., Chase Securities Inc. and Salomon Smith Barney Inc.
and their respective successors unless any of them ceases to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), in
which case the Company shall substitute another Primary Treasury Dealer, and
(ii) any other Primary Treasury dealer selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Company, of the bid and asked prices for Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by that Reference Treasury dealer at 5:00 p.m., New York
City time, on the third business day preceding that redemption date.
5
<PAGE> 6
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
This Security shall have the benefit of the covenants and agreements
set forth herein and in the Indenture, subject to the limited exceptions
referred to in the Officers' Certificate of the Company creating the Securities
of this series (the "Officers' Certificate"). The Company shall not, and shall
not permit any Subsidiary (as defined below) to, create, assume or suffer to
exist any mortgage, pledge, lien, encumbrance, charge or security interest
(collectively, a "Lien") upon Restricted Property (as defined below) to secure
any debt of the Company, any Subsidiary or any other Person (as defined below),
without making effective provision whereby the Notes then outstanding shall be
secured by the Lien equally and ratably with such debt for so long as such debt
shall be so secured, except that the foregoing shall not prevent the Company or
any Subsidiary from creating, assuming or suffering to exist Liens of the
following character: (1) any Lien existing on the date of issuance of the Notes;
(2) any Lien existing on property owned or leased by a corporation at the time
it becomes a Subsidiary; (3) any Lien existing on property at the time of the
acquisition thereof by the Company or a Subsidiary; (4) any Lien to secure any
debt incurred prior to, at the time of, or within 12 months after the
acquisition of Restricted Property for the purpose of financing all or any part
of the purchase price thereof and any Lien to the extent that it secures debt
which is in excess of such purchase price and for the payment of which recourse
may be had only against such Restricted Property; (5) any Lien to secure any
debt incurred prior to, at the time of, or within 12 months after the completion
of the construction or commencement of commercial operation, alteration, repair
or improvement of Restricted Property for the purpose of financing all or any
part of the cost thereof and any Lien to the extent that it secures debt which
is in excess of such cost and for the payment of which recourse may be had only
against such Restricted Property; (6) any Lien securing debt of a Subsidiary
owing to the Company or to another Subsidiary; (7) any Lien in favor of the
United States of America or any State thereof or any other country, or any
agency, instrumentality or political subdivision of any of the foregoing, to
secure partial, progress, advance
6
<PAGE> 7
or other payments or performance pursuant to the provisions of any contract or
statute, or any Liens securing industrial development, pollution control, or
similar revenue bonds; (8) any extension, renewal or replacement (or successive
extensions, renewals or replacements) in whole or in part of any Lien referred
to in clauses (1) through (7) above, so long as the principal amount of debt so
secured at the time of the extension, renewal or replacement (except that, where
an additional principal amount of debt is incurred to provide funds for the
completion of a specific project, the additional principal amount, and any
related financing costs, may be secured by the Lien as well) and the Lien is
limited to the same property subject to the Lien so extended, renewed or
replaced (plus improvements on the property); and (9) any Lien not permitted by
clauses (1) through (8) above securing debt which, together with the aggregate
outstanding principal amount of all other debt of the Company and its
Subsidiaries owning Restricted Property which would otherwise be subject to the
foregoing restrictions and the aggregate Value (as defined below) of existing
Sale and Leaseback Transactions (as defined below) which would be subject to the
restrictions herein but for this clause (9), does not at any time exceed 15% of
Consolidated Net Tangible Assets (as defined below).
The Company shall not enter into any Sale and Leaseback Transaction,
nor permit any Subsidiary owning Restricted Property so to do, unless either (1)
the Company or such Subsidiary would be entitled to incur debt, in a principal
amount at least equal to the Value of such Sale and Leaseback Transaction, which
is secured by Liens on the property to be leased (without equally and ratably
securing the outstanding Securities) because such Liens would be of such
character that no violation of any of the provisions herein would result or (2)
the Company during the six months immediately following the effective date of
such Sale and Leaseback Transaction causes to be applied to (A) the acquisition
of Restricted Property or (B) the voluntary retirement of Funded Debt (as
defined below) (whether by redemption, defeasance, repurchase or otherwise) an
amount equal to the Value of such Sale and Leaseback Transaction.
"Consolidated Net Tangible Assets" means the total amount of assets
(less applicable reserves and other properly deductible items) after deducting
(1) all current liabilities (excluding the amount of those which are by their
terms extendable or renewable at the option of the
7
<PAGE> 8
obligor to a date more than 12 months after the date as of which the amount is
being determined) and (2) all goodwill, tradenames, trademarks, patents,
unamortized debt discount and expense and other like intangible assets, all as
set forth on the most recent balance sheet of the Company and its consolidated
subsidiaries and determined in accordance with generally accepted accounting
principals.
"Funded Debt" means indebtedness of the Company or a Subsidiary
owning Restricted Property maturing by its terms more than one year after its
creation and indebtedness classified as long-term debt under generally accepted
accounting principles and in each case ranking at least pari passu with the
Securities.
"Restricted Property" means (1) any manufacturing facility, or
portion thereof, owned or leased by the Company or any Subsidiary and located
within the continental United States of America, which, in the opinion of the
Board of Directors, is of material importance to the business of the Company and
its Subsidiaries taken as a whole, but no such manufacturing facility, or
portion thereof, shall be deemed of material importance if its gross book value
(before deducting accumulated depreciation) is less than 2% of Consolidated Net
Tangible Assets, or (2) any shares of capital stock or indebtedness of any
Subsidiary owning any such manufacturing facility. As used in this definition,
"manufacturing facility" means property, plant and equipment used for actual
manufacturing such as quality assurance, engineering, maintenances, staging
areas for work in process materials, employees' eating and comfort facilities
and manufacturing administration, and it excludes sales offices, research
facilities and facilities used only for warehousing or general administration.
"Sale and Leaseback Transaction" means any arrangement with any
individual, corporation, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof ("Person") pursuant to which the Company or any
Subsidiary leases any Restricted Property that has been or is to be sold or
transferred by the Company or the subsidiary to such Person, other than (1)
temporary leases for a term, including renewals at the option of the lessee, of
not more than three years, (2) leases between the Company and a Subsidiary or
between Subsidiaries, (3) leases of a Restricted Property executed by the time
of, or within
8
<PAGE> 9
12 months after the latest of, the acquisition, the completion of construction
or improvement, or the commencement of commercial operation of the Restricted
Property, and (4) arrangements pursuant to any provision of law with an effect
similar to the former Section 168(f)(8) of the Internal Revenue code of 1954.
"Subsidiary" of any specified corporation, for purposes of the
covenants set forth herein, means (i) a corporation, a majority of whose shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests (however designated) in stock with voting power,
under ordinary circumstances, to elect directors is, at the date of
determination, directly or indirectly owned by the Company, by one or more
Subsidiaries of the Company or by the Company and one or more Subsidiaries of
the Company or (ii) a partnership in which the Company or a Subsidiary of the
Company is at the date of determination, a general partner of such partnership,
or (iii) any other Person (other than a corporation or a partnership) in which
the Company, a Subsidiary of the Company or the Company and one or more
Subsidiaries of the Company, directly or indirectly, at the date of
determination, has (x) at least a majority ownership interest or (y) the power
to elect or direct the election of a majority of the directors or other
governing body of such Person.
"Value" means, with respect to a Sale and Leaseback Transaction, an
amount equal to the present value of the lease payments with respect to the term
of the lease remaining on the date as of which the amount is being determined,
without regard to any renewal or extension options contained in the lease,
discounted at the weighted average interest rate on the Securities of all series
(including the effective rate on any original issue discount Securities) which
are outstanding on the effective date of such Sale and Leaseback Transaction and
which have the benefit of the provisions herein.
The Indenture and the Officers' Certificate contain provisions for
defeasance of the entire indebtedness of this Security or certain restrictive
covenants with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.
9
<PAGE> 10
If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture. In addition, during the continuance of an Event of Default,
Holders of Securities will be entitled to request and receive individual
definitive Registered Securities.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice,
10
<PAGE> 11
request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective
due dates expressed herein.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior to due presentment of this Security for transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and
11
<PAGE> 12
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
12
<PAGE> 1
EXHIBIT 5.1
LITTON INDUSTRIES, INC.
December 15, 1999
Litton Industries, Inc.
21240 Burbank Boulevard
Woodland Hills, California 91367
RE: REGISTRATION STATEMENT ON FORM S-4
OF LITTON INDUSTRIES, INC.
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of Litton Industries, Inc., a
Delaware Corporation (the "Company") and am rendering this opinion in connection
with a registration statement on Form S-4 (the "Registration Statement") of the
Company being filed today with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to $400,000,000 of 8% Senior Notes Due 2009 (referred to
hereinafter as the "Registered Securities"), to be issued in exchange for
outstanding securities of the Company.
As Senior Vice President and General Counsel of the Company, I have examined and
am familiar with the Restated Certificate of Incorporation of the Company, as
amended to date. I am also familiar with the corporate proceedings taken by the
Board of Directors of the Company to authorize the filing of the Registration
Statement and the issuance of the Registered Securities.
In connection with the foregoing, I, or lawyers who report to me, have examined
originals, or copies certified or otherwise identified to either my or their
satisfaction, of such documents, corporate records and other instruments as I,
or they, have deemed necessary or appropriate for the purpose of this opinion.
Based upon the foregoing, I am of the opinion that the Registered Securities,
when duly executed, authenticated and delivered upon exchange as referred to
above, will be validly issued and will constitute binding obligations of the
Company in accordance with their terms, subject to applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other laws
affecting creditors' rights generally from time to time in effect.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me under the heading "Validity of Exchange
Notes" in the Prospectus constituting 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
Senior Vice President and General
Counsel
<PAGE> 1
EXHIBIT 12.1
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(In millions, except ratios)
<TABLE>
<CAPTION>
Three Months Ended Fiscal Year Ended
October 31, July 31,
---------------------- ------------------------------------------------------------------
1999 1998 1999 1998 1997 1996 1995
---------- ---------- ---------- --------- ----------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings
Pre-tax Earnings from Continuing
Operations $ 89.4 $ 78.7 $213.3 $302.3 $270.0 $253.6 $227.0
Add: Pre-tax Earnings of
Unconsolidated Finance Stubs 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Less: Net Earnings of
Unconsolidated Financial Stubs 0.0 0.0 0.0 0.0 0.0 0.0 0.0
------ ------ ------ ------ ------ ------ ------
Total Pre-tax Earnings $ 89.4 $ 78.7 $213.3 $302.3 $270.0 $253.6 $227.0
====== ====== ====== ====== ====== ====== ======
Fixed Charges
Interest expense (including
capitalized interest) $ 27.0 $18.2 $ 75.5 $ 59.8 $52.7 $ 26.5 $ 13.1
Portion of rentals representative
of interest factor 5.8 4.5 19.9 16.0 13.6 9.6 7.1
------ ------ ------ ------ ------ ------ ------
Total Fixed Charges 32.8 22.7 95.4 75.8 66.3 36.1 20.2
------ ------ ------ ------ ------ ------ ------
Less: Capitalized Interest
included above, net of
amortization 0.1 0.1 0.4 0.3 (0.2) (0.1) (0.1)
------ ------ ------ ------ ------ ------ ------
Subtotal 32.7 22.6 95.0 75.5 66.5 36.2 20.3
------ ------ ------ ------ ------ ------ ------
Earnings Available for Fixed Charges $122.1 $101.3 $308.3 $377.8 $336.5 $289.8 $247.3
====== ====== ====== ====== ====== ====== ======
Ratio of Earnings to Fixed Charges 3.7 4.5 3.2 5.0 5.1 8.0 12.2
====== ====== ====== ====== ====== ====== ======
</TABLE>
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Litton Industries, Inc. on Form S-4 of our report dated October 5, 1999,
appearing in the Annual Report on Form 10-K of Litton Industries, Inc. for the
year ended July 31, 1999 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
December 15, 1999
<PAGE> 1
EXHIBIT 24.1
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 lawful attorney-in-fact and agent, with
full power of substitution and re-substitution, for him and in his 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-3, or Form
S-4, or other appropriate form (including any amendments thereto) for the
purpose of registering under the Securities Act of 1933, as amended, (the
"Securities Act") the $400,000,000 8% Senior Notes due 2009 of Litton
Industries, Inc. 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 might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and each of
them, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Michael R. Brown
- -----------------------
Michael R. Brown
Chairman, President and
Chief Executive Officer
<PAGE> 1
EXHIBIT 24.2
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 lawful attorney-in-fact and agent, with
full power of substitution and re-substitution, for him and in his 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-3, or Form
S-4, or other appropriate form (including any amendments thereto) for the
purpose of registering under the Securities Act of 1933, as amended, (the
"Securities Act") the $400,000,000 8% Senior Notes due 2009 of Litton
Industries, Inc. 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 might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and each of
them, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ John M. Leonis
- ----------------------
John M. Leonis
Director
<PAGE> 1
EXHIBIT 24.3
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 lawful attorney-in-fact and agent, with
full power of substitution and re-substitution, for him and in his 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-3, or Form
S-4, or other appropriate form (including any amendments thereto) for the
purpose of registering under the Securities Act of 1933, as amended, (the
"Securities Act") the $400,000,000 8% Senior Notes due 2009 of Litton
Industries, Inc. 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 might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and each of
them, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Alton J. Brann
- --------------------
Alton J. Brann
Director
<PAGE> 1
EXHIBIT 24.4
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 lawful attorney-in-fact and agent, with
full power of substitution and re-substitution, for him and in his 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-3, or Form
S-4, or other appropriate form (including any amendments thereto) for the
purpose of registering under the Securities Act of 1933, as amended, (the
"Securities Act") the $400,000,000 8% Senior Notes due 2009 of Litton
Industries, Inc. 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 might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and each of
them, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Orion L. Hoch
- --------------------
Orion L. Hoch
Director
<PAGE> 1
EXHIBIT 24.5
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 lawful attorney-in-fact and agent, with
full power of substitution and re-substitution, for him and in his 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-3, or Form
S-4, or other appropriate form (including any amendments thereto) for the
purpose of registering under the Securities Act of 1933, as amended, (the
"Securities Act") the $400,000,000 8% Senior Notes due 2009 of Litton
Industries, Inc. 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 might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and each of
them, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ David E. Jeremiah
- -----------------------
David E. Jeremiah
Director
<PAGE> 1
EXHIBIT 24.6
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 lawful attorney-in-fact and agent, with
full power of substitution and re-substitution, for him and in his 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-3, or Form
S-4, or other appropriate form (including any amendments thereto) for the
purpose of registering under the Securities Act of 1933, as amended, (the
"Securities Act") the $400,000,000 8% Senior Notes due 2009 of Litton
Industries, Inc. 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 might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and each of
them, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ William P. Sommers
- ------------------------
William P. Sommers
Director
<PAGE> 1
EXHIBIT 24.7
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 lawful attorney-in-fact and agent, with
full power of substitution and re-substitution, for him and in his 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-3, or Form
S-4, or other appropriate form (including any amendments thereto) for the
purpose of registering under the Securities Act of 1933, as amended, (the
"Securities Act") the $400,000,000 8% Senior Notes due 2009 of Litton
Industries, Inc. 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 might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and each of
them, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Joseph T. Casey
- -----------------------
Joseph T. Casey
Director
<PAGE> 1
EXHIBIT 24.8
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 lawful attorney-in-fact and agent, with
full power of substitution and re-substitution, for him and in his 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-3, or Form
S-4, or other appropriate form (including any amendments thereto) for the
purpose of registering under the Securities Act of 1933, as amended, (the
"Securities Act") the $400,000,000 8% Senior Notes due 2009 of Litton
Industries, Inc. 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 might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and each of
them, or his or her 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> 1
EXHIBIT 24.9
POWER OF ATTORNEY
LITTON INDUSTRIES, INC.
The undersigned hereby constitutes John E. Preston and Jeanette M. Thomas, and
each of them, jointly and severally, her lawful attorney-in-fact and agent, with
full power of substitution and re-substitution, for her and in 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-3, or Form
S-4, or other appropriate form (including any amendments thereto) for the
purpose of registering under the Securities Act of 1933, as amended, (the
"Securities Act") the $400,000,000 8% Senior Notes due 2009 of Litton
Industries, Inc. 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 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 or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Carol B. Hallett
- -----------------------
Carol B. Hallett
Director
<PAGE> 1
EXHIBIT 99.1
LETTER OF TRANSMITTAL
LITTON INDUSTRIES, INC.
OFFER TO EXCHANGE ALL OUTSTANDING 8% SENIOR NOTES DUE 2009
($400,000,000 AGGREGATE PRINCIPAL AMOUNT OUTSTANDING)
FOR
8% EXCHANGE NOTES DUE 2009
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON JANUARY , 2000, UNLESS THE OFFER IS EXTENDED. TENDERS
MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OF THE EXCHANGE
OFFER.
- --------------------------------------------------------------------------------
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS THE BANK OF NEW YORK:
<TABLE>
<S> <C> <C>
By Hand Or Overnight Delivery: Facsimile Transmissions: By Registered Or Certified Mail:
(Eligible Institutions Only)
The Bank of New York The Bank of New York
Corporate Trust Division (212) 815-6339 Corporate Trust Division
101 Barclay Street, 21 W 101 Barclay Street, 21 W
New York, New York 10286 To Confirm by Telephone: New York, New York 10286
Attention: Santino Ginocchietti Attention: Santino Ginocchietti
(212) 815-6331
</TABLE>
Delivery of this letter of transmittal to an address other than as set forth
above or transmission of this letter of transmittal via facsimile to a number
other than as set forth above does not constitute a valid delivery.
The undersigned acknowledges that he or she has received the Prospectus, dated
December , 1999 (as the same may be amended or supplemented from time to time,
the "Prospectus"), of Litton Industries, Inc., a Delaware corporation
("Litton"), and this Letter of Transmittal, which together constitute Litton's
offer (the "Exchange Offer") to exchange up to $400,000,000 in aggregate
principal amount of Litton's outstanding 8% Senior Notes Due 2009 (the "Initial
Notes"), for the same aggregate principal amount of 8% Exchange Notes Due 2009
that have been registered under the Securities Act of 1933 (the "Exchange
Notes").
YOU SHOULD READ THE INSTRUCTIONS CONTAINED HEREIN CAREFULLY BEFORE THIS LETTER
OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the same meaning given
them in the Prospectus.
Holders of Initial Notes must complete either this Letter of Transmittal or an
Agent's Message (as defined on page 3 of this Letter of Transmittal) if Initial
Notes are to be forwarded herewith or if tenders of Initial Notes are to be made
by book-entry transfer to an account maintained by The Bank of New York (the
"Exchange Agent") at The Depository Trust Company (the "Book-Entry Transfer
Facility" or "DTC") pursuant to the procedures set forth in "Exchange Offer" and
"Description of the Initial Notes and the Exchange Notes" in the Prospectus and
in this Letter of Transmittal.
Holders of Initial Notes whose certificates (the "Certificates") for such
Initial Notes are not immediately available or who cannot deliver their Notes
and all other required documents to the Exchange Agent on or prior to the
expiration date of the Exchange Offer referenced in the Prospectus (the
"Expiration Date") or who cannot complete the procedures for book-entry transfer
on a timely basis, must tender their Initial Notes according to the guaranteed
delivery procedures set forth in "Exchange Offer" in the Prospectus.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE EXCHANGE AGENT.
<PAGE> 2
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
The undersigned has completed the appropriate boxes below and signed this Letter
of Transmittal to indicate the action the undersigned desires to take with
respect to the Exchange Offer.
<TABLE>
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF INITIAL NOTES
- ---------------------------------------------------------------------------------------------------------------------------------
1 2 3
PRINCIPAL AMOUNT OF
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S): CERTIFICATE AGGREGATE PRINCIPAL INITIAL NOTES TENDERED
(PLEASE FILL IN, IF BLANK) NUMBER(S)* AMOUNT OF INITIAL NOTES (IF LESS THAN ALL)**
- ---------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
TOTAL
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Need not be completed if Initial Notes are being tendered by book-entry
holders.
** Holders of Initial Notes may tender Initial Notes in whole or in part
in denominations of $1,000 and integral multiples of $1,000 in excess
thereof. See Instruction 4. Unless otherwise indicated in the column, a
holder will be deemed to have tendered all Initial Notes represented by
the Initial Notes indicated in Column 2. See Instruction 4.
- --------------------------------------------------------------------------------
2
<PAGE> 3
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
Account Number
Transaction Code Number
By crediting the Initial Notes to the Exchange Agent's account at DTC in
accordance with DTC's Automated Tender Offer Program ("ATOP") and by
complying with applicable ATOP procedures with respect to the Exchange
Offer, including transmitting a computer-generated message (an "Agent's
Message") to the Exchange Agent in which the holder of the Initial Notes
acknowledges and agrees to be bound by the terms of this Letter of
Transmittal, the DTC participant confirms on behalf of itself and the
beneficial owners of such Initial Notes all provisions of this Letter of
Transmittal applicable to it and such beneficial owners as fully as if it
had completed the information required herein and executed and transmitted
this Letter of Transmittal to the Exchange Agent.
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name of Registered Holder(s)
Window Ticket Number (if any)
Date of Execution of Notice of Guaranteed Delivery
Name of Institution which Guaranteed Delivery
If Guaranteed Delivery is to be made By Book-Entry Transfer:
Name of Tendering Institution
Account Number
Transaction Code Number
[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NONEXCHANGED INITIAL
NOTES ARE TO BE RETURNED BY CREDITING THE BOOK-ENTRY TRANSFER FACILITY
ACCOUNT NUMBER SET FORTH ABOVE.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE INITIAL NOTES FOR
ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF
THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:
Address:
3
<PAGE> 4
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to Litton the above described aggregate principal
amount of Litton's outstanding 8% Senior Notes Due 2009 (the "Initial Notes")
for the same aggregate principal amount of 8% Notes Due 2009 (the "Exchange
Notes") upon the terms and subject to the conditions set forth in the
Prospectus, receipt of which is acknowledged, and in this Letter of Transmittal
(which, together with the Prospectus, constitute the "Exchange Offer").
Subject to and effective upon the acceptance for exchange of all or any portion
of the Initial Notes tendered herewith in accordance with the terms and
conditions of the Exchange Offer (including, if the Exchange Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
undersigned hereby sells, assigns and transfers to or upon the order of Litton
all right, title and interest in and to such Initial Notes as are being tendered
herewith. The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as its agent and attorney-in-fact (with full knowledge that the
Exchange Agent is also acting as agent of Litton in connection with the Exchange
Offer) with respect to the tendered Initial Notes, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest) subject only to the right of withdrawal described in
the Prospectus, to (i) deliver Certificates for Initial Notes to Litton together
with all accompanying evidences of transfer and authenticity to, or upon the
order of, Litton, upon receipt by the Exchange Agent, as the undersigned's
agent, of the Exchange Notes to be issued in exchange for such Initial Notes,
(ii) present Certificates for such Initial Notes for transfer, and to transfer
the Initial Notes on the books of Litton, and (iii) receive for the account of
Litton all benefits and otherwise exercise all rights of beneficial ownership of
such Initial Notes, all in accordance with the terms and conditions of the
Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL
POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE INITIAL
NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, LITTON
WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF
ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE INITIAL NOTES
TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE
UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS
DEEMED BY LITTON OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE
THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE INITIAL NOTES TENDERED HEREBY, AND
THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE REGISTRATION RIGHTS
AGREEMENT DATED AS OF OCTOBER 13, 1999, BETWEEN LITTON AND THE INITIAL
PURCHASERS OF THE INITIAL NOTES (THE "REGISTRATION RIGHTS AGREEMENT"). THE
UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) of the Initial Notes
tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificates representing such Initial Notes. The
Certificate number(s) and the Initial Notes that the undersigned wishes to
tender should be indicated in the appropriate boxes above.
If any tendered Initial Notes are not exchanged pursuant to the Exchange Offer
for any reason, or if Certificates are submitted for more Initial Notes than are
tendered or accepted for exchange, Certificates for such nonexchanged or
nontendered Initial Notes will be returned (or, in the case of Initial Notes
tendered by book-entry transfer, such Initial Notes will be credited to an
account maintained at DTC), without expense to the tendering holder, promptly
following the expiration or termination of the Exchange Offer.
The undersigned understands that tenders of Initial Notes pursuant to any one of
the procedures described in "Exchange Offer" and "Description of the Initial
Notes and the Exchange Notes" in the Prospectus and in the instruction attached
hereto will, upon Litton's acceptance for exchange of such tendered Initial
Notes, constitute a binding agreement between the undersigned and Litton upon
the terms and subject to the conditions of the Exchange Offer. The undersigned
recognizes that, under certain circumstances set forth in the Prospectus, Litton
may not be required to accept for exchange any of the Initial Notes tendered
hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Initial Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Initial Notes, that such Initial Notes be credited to the account
indicated above maintained at DTC. If applicable, substitute
4
<PAGE> 5
Certificates representing Initial Notes not exchanged or not accepted for
exchange will be issued to the undersigned or, in the case of a book-entry
transfer of Initial Notes, will be credited to the account indicated above
maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please deliver Initial Notes to the undersigned at the address
shown below the undersigned's signature.
BY TENDERING INITIAL NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE
UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) THE UNDERSIGNED IS NOT AN
"AFFILIATE" OF LITTON, (II) ANY EXCHANGE NOTES TO BE RECEIVED BY THE UNDERSIGNED
ARE BEING ACQUIRED IN THE ORDINARY COURSE OF ITS BUSINESS, (III) THE UNDERSIGNED
IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, AND HAS NO ARRANGEMENT OR
UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN, A DISTRIBUTION (WITHIN THE
MEANING OF THE SECURITIES ACT) OF EXCHANGE NOTES TO BE RECEIVED IN THE EXCHANGE
OFFER. BY TENDERING INITIAL NOTES PURSUANT TO THE EXCHANGE OFFER AND EXECUTING
THIS LETTER OF TRANSMITTAL, A HOLDER OF INITIAL NOTES WHICH IS A BROKER-DEALER
REPRESENTS AND AGREES, CONSISTENT WITH CERTAIN INTERPRETIVE LETTERS ISSUED BY
THE STAFF OF THE DIVISION OF CORPORATION FINANCE OF THE SECURITIES AND EXCHANGE
COMMISSION TO THIRD PARTIES, THAT (A) SUCH INITIAL NOTES HELD BY THE BROKER-
DEALER ARE HELD ONLY AS A NOMINEE, OR (B) SUCH INITIAL NOTES WERE ACQUIRED BY
SUCH BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES
OR OTHER TRADING ACTIVITIES AND IT WILL DELIVER THE PROSPECTUS MEETING THE
REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF SUCH
EXCHANGE NOTES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY DELIVERING A
PROSPECTUS, SUCH BROKER-DEALER MAY NOT BE DEEMED TO BE AN "UNDERWRITER" WITHIN
THE MEANING OF THE SECURITIES ACT). LITTON HAS AGREED THAT, SUBJECT TO THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT, THE PROSPECTUS, AS IT MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME, MAY BE USED BY A PARTICIPATING
BROKER-DEALER (AS DEFINED BELOW) IN CONNECTION WITH RESALES OF EXCHANGE NOTES
RECEIVED IN EXCHANGE FOR INITIAL NOTES, WHERE SUCH INITIAL NOTES WERE ACQUIRED
BY SUCH PARTICIPATING BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-
MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, FOR A PERIOD ENDING 90 DAYS AFTER
THE EXCHANGE OFFER REGISTRATION STATEMENT IS DECLARED EFFECTIVE (SUBJECT TO
EXTENSION UNDER CERTAIN LIMITED CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS) OR,
IF EARLIER, WHEN ALL SUCH EXCHANGE NOTES HAVE BEEN DISPOSED OF BY SUCH
PARTICIPATING BROKER-DEALER. IN THAT REGARD, EACH BROKER-DEALER WHO ACQUIRED
INITIAL NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING
ACTIVITIES (A "PARTICIPATING BROKER-DEALER"), BY TENDERING SUCH INITIAL NOTES
AND EXECUTING THIS LETTER OF TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE
FROM LITTON OF THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY FACT WHICH
MAKES ANY STATEMENT CONTAINED OR INCORPORATED BY REFERENCE IN THE PROSPECTUS
UNTRUE IN ANY MATERIAL RESPECT OR THAT REQUIRES THE MAKING OF ANY ADDITIONS TO
OR CHANGES IN THE PROSPECTUS IN ORDER TO MAKE THE STATEMENTS CONTAINED OR
INCORPORATED BY REFERENCE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING OR OF THE OCCURRENCE OF CERTAIN OTHER EVENTS
SPECIFIED IN THE REGISTRATION RIGHTS AGREEMENT, SUCH PARTICIPATING BROKER-DEALER
WILL SUSPEND THE SALE OF EXCHANGE NOTES PURSUANT TO THE PROSPECTUS UNTIL LITTON
HAS AMENDED OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH MISSTATEMENT OR
OMISSION AND HAS FURNISHED COPIES OF THE AMENDED OR SUPPLEMENTED PROSPECTUS TO
THE PARTICIPATING BROKER-DEALER OR LITTON HAS GIVEN NOTICE THAT THE SALE OF THE
EXCHANGE NOTES MAY BE RESUMED, AS THE CASE MAY BE. IF LITTON GIVES SUCH NOTICE
TO SUSPEND THE SALE OF THE EXCHANGE NOTES, IT SHALL EXTEND THE 90-DAY PERIOD
REFERRED TO ABOVE DURING WHICH PARTICIPATING BROKER DEALERS ARE ENTITLED TO USE
THE PROSPECTUS IN CONNECTION WITH THE RESALE OF EXCHANGE NOTES BY THE NUMBER OF
DAYS DURING THE PERIOD FROM AND INCLUDING THE DATE OF THE GIVING OF SUCH
5
<PAGE> 6
NOTICE TO AND INCLUDING THE DATE WHEN PARTICIPATING BROKER-DEALERS SHALL HAVE
RECEIVED COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS NECESSARY TO PERMIT
RESALES OF THE EXCHANGE NOTES OR TO AND INCLUDING THE DATE ON WHICH LITTON HAS
GIVEN NOTICE THAT THE SALE OF EXCHANGE NOTES MAY BE RESUMED, AS THE CASE MAY BE.
Holders of Initial Notes whose Initial Notes are accepted for exchange will not
receive accrued interest on such Initial Notes for any period from and after the
last Interest Payment Date to which interest has been paid or duly provided for
on such Initial Notes prior to the original issue date of the Exchange Notes or,
if no such interest has been paid or duly provided for, will not receive any
accrued interest on such Initial Notes, and the undersigned waives the right to
receive any interest on such Initial Notes accrued from and after such Interest
Payment Date or, if no such interest has been paid or duly provided for, from
and after October 18, 1999.
The undersigned will, upon request, execute and deliver any additional documents
deemed by Litton to be necessary or desirable to complete the sale, assignment
and transfer of the Initial Notes tendered hereby. All authority herein
conferred or agreed to be conferred in this Letter of Transmittal shall survive
the death or incapacity of the undersigned and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, legal representatives, successors and
assigns of the undersigned. Except as stated in the Prospectus, this tender is
irrevocable.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF INITIAL
NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
INITIAL NOTES AS SET FORTH IN SUCH BOX.
6
<PAGE> 7
HOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE 13)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
Must be signed by registered holder(s) exactly as name(s) appear(s) on
Certificate(s) for the Initial Notes hereby tendered or on the register of
holders maintained by Litton, or by any person(s) authorized to become the
registered holder(s) by endorsements and documents transmitted herewith
(including such opinions of counsel, certifications and other information as may
be required by Litton or the trustee for the Initial Notes to comply with the
restrictions on transfer applicable to the Initial Notes). If signature is by an
attorney-in-fact, executor, administrator, trustee, guardian, officer of a
corporation or another acting in a fiduciary capacity or representative
capacity, please set forth the signer's full title. See instruction 5.
(SIGNATURE(S) OF HOLDER(S))
Date: ___________________
Name(s)
(PLEASE PRINT)
Capacity (Full Title)
Address
(INCLUDE ZIP CODE)
Area Code Telephone Number
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 2 AND 5)
(AUTHORIZED SIGNATURE)
Date: ___________________
Name of Firm
Capacity (Full Title)
(PLEASE PRINT)
Address
(INCLUDE ZIP CODE)
Area Code and Telephone Number
7
<PAGE> 8
------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if the Exchange Notes or Initial Notes not
tendered are to be issued in the name of someone other than the registered
holder of the Initial Notes whose name(s) appear(s) above.
ISSUE
[ ] Initial Notes not tendered to:
[ ] Exchange Notes, to:
Name(s)
Address
(INCLUDE ZIP CODE)
Area Code and
Telephone Number
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
------------------------------------------------------------
------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if Exchange Notes or Initial Notes not tendered
are to be sent to someone other than the registered-holder of the Initial
Notes whose name(s) appear(s) above, or such registered holder(s) at an
address other than that shown above.
MAIL
[ ] Initial Notes not tendered to:
[ ] Exchange Notes, to:
Name(s)
Address
(INCLUDE ZIP CODE)
Area Code and
Telephone Number
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
------------------------------------------------------------
8
<PAGE> 9
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES.
(A) If the holder is tendering Certificates, such holder must deliver
(i) the Certificate(s) representing the Initial Notes tendered, (ii) a
properly completed and duly executed copy of this Letter of Transmittal and
(iii) any other documents required by this letter of transmittal, all of
which must be received by the exchange agent at its address set forth
herein prior to the Expiration Date.
(B) If the holder is tendering Initial Notes by book-entry transfer,
such holder must (i) utilize DTC's ATOP system to tender such holder's
Initial Notes, to an account established at DTC by the Exchange Agent, (ii)
make the agent's message and cause a timely confirmation of a book-entry
transfer (a "Book-Entry Confirmation") to be issued to the Exchange Agent
or deliver a properly completed and duly executed copy of this Letter of
Transmittal and (iii) deliver any other documents required by this Letter
of Transmittal, all of which must be received by the Exchange Agent at its
DTC account or address set forth herein prior to the Expiration Date.
The method of delivery of certificates for Initial Notes and all other required
documents is at the election and risk of the tendering holder and delivery will
be deemed made only when actually received by the Exchange Agent. If delivery is
by mail, registered mail with return receipt requested, properly insured, is
recommended. Instead of delivery by mail it is recommended that the holder use
an overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure timely delivery. In no event should any Initial Notes or
documentation be sent to Litton. Neither Litton nor the registrar is under any
obligation to notify any tendering holder of Litton's acceptance of tendered
Initial Notes prior to the Expiration Date.
This Letter of Transmittal is to be completed either if (a) Certificates are to
be forwarded herewith or (b) tenders are to be made pursuant to the procedures
for tender by book-entry transfer set forth in "Exchange Offer" and "Description
of the Initial Notes and the Exchange Notes" in the Prospectus. Certificates, or
timely confirmation of a book-entry transfer of such Initial Notes into the
Exchange Agent's account at DTC, as well as this Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, and any other documents required by this Letter of
Transmittal (or electronic acknowledgment and agreement thereto in the case of
exchanges made through DTC's ATOP system), must be received by the Exchange
Agent at its address set forth herein on or prior to the Expiration Date.
Initial Notes may be tendered in whole or in part in the principal amount of
$1,000 and integral multiples of $1,000 in excess thereof, provided that, if any
Initial Notes are tendered for exchange in part, the untendered principal amount
thereof must be $1,000 or an integral multiple of $1,000 in excess thereof.
Holders who wish to tender their Initial Notes and (i) whose Initial Notes are
not immediately available or (ii) who cannot deliver their Initial Notes, this
Letter of Transmittal and all other required documents to the Exchange Agent on
or prior to the Expiration Date or (iii) who cannot complete the procedures for
delivery by book-entry transfer on a timely basis, may tender their Initial
Notes by properly completing and duly executing a Notice of Guaranteed Delivery
pursuant to the guaranteed delivery procedures set forth in "Exchange Offer" in
the Prospectus. Pursuant to such procedures: (i) such tender must be made by or
through an Eligible Institution (as defined below); (ii) a properly completed
and duly executed Notice of Guaranteed Delivery, substantially in the form made
available by the Company, must be received by the Exchange Agent on or prior to
the Expiration Date; and (iii) the Certificates (or a Book-Entry Confirmation)
representing all tendered Initial Notes, in proper form for transfer, together
with a Letter of Transmittal (or facsimile thereof) or a properly transmitted
Agent's Message, properly completed and duly executed, with any required
signature guarantees and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent within three business days
after the date of execution of such Notice of Guaranteed Delivery, all as
provided in "Exchange Offer" in the Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile or mail to the Exchange Agent, and must include a guarantee by an
Eligible Institution in the form set forth in such Notice. For Initial Notes to
be properly tendered pursuant to the guaranteed delivery procedure, the Exchange
Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration
Date. As used herein and in the Prospectus, "eligible institution" means a firm
or other entity identified in rule 17ad-15 under the Exchange Act as "an
eligible guarantor institution," including (as such terms are defined therein)
(i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or
government securities broker or dealer; (iii) a credit union; (iv) a national
securities exchange, registered securities association or clearing agency; or
(v) a savings association (as that term is defined in Section 3(b) of the
Federal Deposit Insurance Act).
THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
9
<PAGE> 10
AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES.
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. NO INITIAL NOTES OR
LETTERS OF TRANSMITTAL SHOULD BE SENT TO LITTON.
Litton will not accept any alternative, conditional or contingent tenders. Each
tendering holder, by execution of a Letter of Transmittal (or facsimile
thereof), waives any right to receive any notice of the acceptance of such
tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter Of Transmittal
is required if:
(i) this Letter of Transmittal is signed by the registered holder
(which term, for purposes of this document, shall include any participant
in DTC whose name appears on the register of holders maintained by Litton
as the owner of the Initial Notes) of Initial Notes tendered herewith,
unless such holder(s) has completed either the box entitled "Special
Issuance Instructions" or the box entitled "Special Delivery Instructions"
above, or
(ii) such Initial Notes are tendered for the account of a firm that is
an Eligible Institution.
In all other cases, an Eligible Institution must guarantee the signatures on
this Letter of Transmittal. See Instruction 5.
3. INADEQUATE SPACE. If the space provided in the box captioned "Description of
Initial Notes" is inadequate, the Certificate number(s) and/or the principal
amount of Initial Notes and any other required information should be listed on a
separate signed schedule which is attached to this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Initial Notes will be
accepted only in the principal amount of $1,000 and integral multiples of $1,000
in excess thereof, provided that if any Initial Notes are tendered for exchange
in part, the untendered principal amount thereof must be $1,000 or an integral
multiple of $1,000 in excess thereof. If less than all the Initial Notes
evidenced by any Certificate submitted are to be tendered, fill in the principal
amount of Initial Notes which are to be tendered in the box entitled "Principal
Amount of Initial Notes Tendered (if less than all)." In such case, new
Certificate(s) for the remainder of the Initial Notes that were evidenced by
your old Certificate(s) will only be sent to the holder of the Existing
Security, promptly after the Expiration Date. All Initial Notes represented by
Certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Initial Notes may be withdrawn
at any time on or prior to 5:00 p.m., New York City time, on the business day
prior to the Expiration Date. In order for a withdrawal to be effective on or
prior to that time, a written, telegraphic, telex or facsimile transmission of
such notice of withdrawal must be timely received by the Exchange Agent at one
of its addresses set forth above or in the Prospectus no later than 5:00 P.M. of
the business day prior to the Expiration Date. Any such notice of withdrawal
must (i) specify the name of the person having tendered the Initial Notes to be
withdrawn (the "Depositor") the name in which the Initial Notes are registered
(or, if tendered by book-entry transfer, the name of the participant in DTC
whose name appears on a security participant listing as the owner of such
Initial Notes) if different from that of the Depositor, (ii) identify the
Initial Notes to be withdrawn (including the certificate number or numbers of
the certificate or certificates representing such Initial Notes and the
aggregate principal amount of such Initial Notes), (iii) be signed by the holder
in the same manner as the original signature on the Letter of Transmittal by
which such Initial Notes were tendered (including any required signature
guarantees) or be accompanied by documents of transfer sufficient to permit the
Transfer Agent of such Initial Notes to register the transfer of such Initial
Notes into the name of the person withdrawing the tender and (iv) specify the
name in which any such Initial Notes are to be registered, if different from the
Depositor. If Initial Notes have been tendered pursuant to the procedures for
book-entry, transfer set forth in the Prospectus under "Exchange Offer" and
"Description of the Initial Notes and the Exchange Notes," the notice of
withdrawal must specify the name and number of the account at DTC to be credited
with the withdrawal of Initial Notes, in which case a notice of withdrawal will
be effective if delivered to the Exchange Agent by written, telegraphic, telex
or facsimile transmission. Withdrawals of tenders of Initial Notes may not be
rescinded. Initial Notes properly withdrawn will not be deemed validly tendered
for purposes of the Exchange Offer, but may be retendered at any subsequent time
on or prior to the Expiration Date by following any of the procedures described
in the Prospectus under "Exchange Offer" and "Description of the Initial Notes
and the Exchange Notes."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by Litton, in its sole
discretion, whose determination shall be final and binding on all parties. None
of Litton, any affiliates or assigns of Litton, the Exchange Agent or any other
person shall be under any duty to give any notification of any irregularities in
any notice of withdrawal or incur any liability for failure to give any such
notification. Any Initial Notes which have been tendered but which are withdrawn
will be returned to the holder thereof without cost to such holder promptly
after withdrawal.
10
<PAGE> 11
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If this
Letter of Transmittal is signed by the registered holder(s) of the Initial Notes
tendered hereby, the signature(s) must correspond exactly with the name(s) as
written on the face of the Certificate(s) without alteration, enlargement or any
change whatsoever.
If any of the Initial Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Initial Notes are registered in different name(s) on several
Certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or facsimiles thereof) as there are different
registrations of Certificates.
If this Letter of Transmittal or any Certificates or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary, or representative capacity, such
persons should so indicate when signing and must submit proper evidence
satisfactory, to Litton, in its sole discretion, of each such person's authority
so to act.
When this Letter of Transmittal is signed by the registered owner(s) of the
Initial Notes listed and transmitted hereby, no endorsement(s) of Certificate(s)
or separate bond power(s) are required unless Exchange Notes are to be issued in
the name of a person other than the registered holder(s). Signature(s) on such
Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the registered
owner(s) of the Initial Notes listed, the Certificates must be endorsed or
accompanied by appropriate bond powers, signed exactly as the name or names of
the registered owner(s) appear(s) on the Certificates, and also must be
accompanied by such opinions of counsel, certifications and other information as
Litton or the Trustee for the Initial Notes may require in accordance with the
restrictions on transfer applicable to the Initial Notes. Signatures on such
Certificates or bond powers must be guaranteed by an Eligible Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Exchange Notes are to be
issued in the name of a person other than the signer of this Letter of
Transmittal, or if Exchange Notes are to be sent to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Initial Notes not exchanged will be returned by mail or, if
tendered by book-entry transfer, by crediting the account indicated above
maintained at DTC. See Instruction 4.
7. IRREGULARITIES. Litton will determine, in its sole discretion, all questions
as to the form of documents, validity, eligibility (including time of receipt)
and acceptance for exchange of any tender of Initial Notes, which determination
shall be final and binding on all parties. Litton reserves the absolute right to
reject any and all tenders that it determines are not in proper form or the
acceptance of which, or exchange for which, may, in the view of counsel to
Litton, be unlawful. Litton also reserves the absolute right, subject to
applicable law, to waive any of the conditions of the Exchange Offer set forth
in the Prospectus under "Exchange Offer" and "Description of the Initial Notes
and the Exchange Notes" or any conditions or irregularity in any tender of
Initial Notes of any particular holder whether or not similar conditions or
irregularities are waived in the case of other holders. Litton's interpretation
of the terms and conditions of the Exchange Offer (including this Letter of
Transmittal and the instructions hereto) will be final and binding. No tender of
Initial Notes, will be deemed to have been validly made until all irregularities
with respect to such tender have been cured or waived. Neither Litton, any
affiliates or assigns of Litton, the Exchange Agent, or any other person shall
be under any duty to give notification of any irregularities in tenders or incur
any liability for failure to give such notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and
requests for assistance may be directed to the Exchange Agent at its address and
telephone number set forth on the front of this Letter of Transmittal.
Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the
Letter of Transmittal may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, trust company or other nominee.
9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal income tax
law, a holder whose tendered Initial Notes are accepted for exchange is required
to provide the Exchange Agent with such holder's correct taxpayer identification
number ("TIN") on Substitute Form W-9 below. If the Exchange Agent is not
provided with the correct TIN, the Internal Revenue Service (the "IRS") may
subject the holder or other payee to a $50 penalty. In addition, payments to
such holders or other payees with respect to Initial Notes exchanged pursuant to
the Exchange Offer may be subject to 31% backup withholding.
The box in Part 2 of the Substitute Form W-9 may be checked if the tendering
holder has not been issued a TIN and has applied for a TIN or intends to apply
for a TIN in the near future. If the box in Part 2 is checked, the holder or
other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 2 is checked and the Certificate of
Awaiting Taxpayer Number is
11
<PAGE> 12
completed, the Exchange Agent will withhold 31% of all payments made prior to
the time a properly certified TIN is provided to the Exchange Agent. The
Exchange Agent will retain such amounts, withheld during the 60 day period
following the date of the Substitute Form W-9. If the holder furnishes the
Exchange Agent with its TIN within 60 days after the date of the Substitute Form
W-9, the amounts retained during the 60 day period will be remitted to the
holder and no further amounts shall be retained or withheld from payments made
to the holder thereafter. If, however, the holder has not provided the Exchange
Agent with its TIN within such 60 day period, amounts withheld will be remitted
to the IRS as backup withholding. In addition, 31% of all payments made
thereafter will be withheld and remitted to the IRS until a correct TIN is
provided.
The holder is required to give the Exchange Agent the TIN (e.g., social security
number or employer identification number) of the registered owner of the Initial
Notes or of the last transferal appearing, on the transfers attached to, or
endorsed on, the Initial Notes. If the Initial Notes are registered in more than
one name or are not in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional guidance on which number to report.
Certain holders (including, among others, corporations, financial institutions
and certain foreign persons) may not be subject to these backup withholding and
reporting requirements. Such holders should nevertheless complete the attached
Substitute Form W-9 below, and write "exempt" on the face thereof, to avoid
possible erroneous backup withholding. A foreign person may qualify as an exempt
recipient by submitting a properly completed IRS Form W-8, signed under
penalties of perjury, attesting to that holder's exempt status. Please consult
the enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional guidance on which holders are exempt from
backup withholding.
Backup Withholding is not an additional U.S. Federal income tax. Rather, the
U.S. Federal income tax liability of a person subject to backup withholding will
be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained.
10. WAIVER OF CONDITIONS. Litton reserves the absolute right to waive
satisfaction of any or all conditions enumerated in the Prospectus.
11. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or contingent
tenders will be accepted. All tendering holders of Initial Notes, by execution
of this Letter of Transmittal, shall waive any right to receive notice of the
acceptance of their Initial Notes for exchanges.
Neither Litton, any affiliates or assigns of Litton, the Exchange Agent nor any
other person is obligated to give notice of any defect or irregularity with
respect to any tender of Initial Notes nor shall any of them incur any liability
for failure to give any such notice.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s) representing
Initial Notes have been lost, destroyed or stolen, the holder should promptly
notify the Exchange Agent. The holder will then be instructed as to the steps
that must be taken in order to replace the Certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen Certificate(s) have been followed.
13. SECURITY TRANSFER TAXES. Holders who tender their Initial Notes for exchange
will not be obligated to pay any transfer taxes in connection therewith. If,
however, Initial Notes are to be delivered to, or are to be issued in the name
of, any person other than the registered holder of the Initial Notes tendered,
or if a transfer tax is imposed for any reason other than the exchange of
Initial Notes in connection with the Exchange Offer, then the amount of any such
transfer tax (whether imposed on the registered holder or any other persons)
will be payable by the tendering holder. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted with the Letter of
Transmittal, the amount of such transfer taxes will be billed directly to such
tendering holder.
14. INCORPORATION OF LETTER OF TRANSMITTAL. This Letter of Transmittal shall be
deemed to be incorporated in and acknowledged and accepted by any tender through
DTC's ATOP procedures by any DTC participant on behalf of itself and the
beneficial owners of any Initial Notes tendered by book-entry transfer.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF)
AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE
EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE. TO BE
COMPLETED BY ALL TENDERING SECURITYHOLDERS
(SEE INSTRUCTION 1)
12
<PAGE> 13
PAYER'S NAME
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN ON THE -----------------------------------------
FORM W-9 LINE AT RIGHT AND CERTIFY BY Social Security Number or
SIGNING AND DATING BELOW.
-----------------------------------------
Employer Identification Number
-----------------------------------------------------------------------------------------
PART 2 -- TIN APPLIED FOR CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY
DEPARTMENT OF THE TREASURY THAT:
INTERNAL REVENUE SERVICE
(1) the number shown on this form is my correct taxpayer identification number (or I am
PAYOR'S REQUEST FOR waiting for a number to be issued to me).
TAXPAYER
IDENTIFICATION NUMBER (2) I am not subject to backup withholding either because (I) I am exempt from backup
("TIN") AND CERTIFICATION withholding, (ii) I have not been notified by the internal revenue service ("IRS") that I
am subject to backup withholding as a result of a failure to report all interest or
dividends, or (iii) the IRS has notified me that I am no longer subject to backup
withholding, and
(3) any other information provided on this form is true and correct.
Signature ________________________________ Date_________________________________________
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
You must cross out item (iii) in Part (2) above if you have been notified
by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return and you have not
been notified by the IRS that you are no longer subject to backup
withholding.
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU PURSUANT TO
THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or
delivered an application to receive a taxpayer identification number to
the appropriate Internal Revenue Service Center or Social Security
Administration Office or (2) I intend to mail or deliver an application in
the near future. I understand that if I do not provide a taxpayer
identification number by the time of payment, 31% of all payments made to
me on account of the Initial Notes shall be retained until I provide a
taxpayer identification number to the Exchange Agent and that, if I do not
provide my taxpayer identification number within 60 days, such retained
amounts shall be remitted to the Internal Revenue Service as backup
withholding and 31% of all reportable payments made to me thereafter will
be withheld and remitted to the Internal Revenue Service until I provide a
taxpayer identification number.
Signature ___________________________ Date__________________________________
- --------------------------------------------------------------------------------
13
<PAGE> 1
EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
ANY AND ALL OUTSTANDING
8% SENIOR NOTES DUE 2009
OF
LITTON INDUSTRIES, INC.
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for Initial Notes (as defined below) are not immediately available
for surrender, (ii) Initial Notes, the Letter of Transmittal and all other
required documents cannot be delivered to The Bank of New York (the "Exchange
Agent") on or prior to 5:00 P.M. New York City time, on the expiration date
referenced in the Prospectus relating to the Exchange Offer (the "Expiration
Date"), or (iii) the procedures for delivery by book-entry transfer cannot be
completed on a timely basis. This Notice of Guaranteed Delivery may be delivered
by hand, overnight courier or mail, or transmitted by facsimile transmission, to
the Exchange Agent. See "Exchange Offer" in the Prospectus. In addition, in
order to utilize the guaranteed delivery procedure to tender Initial Notes
pursuant to the Exchange Offer, a completed, signed and dated Letter of
Transmittal relating to the Initial Notes (or facsimile thereof) must also be
received by the Exchange Agent on or prior to 5:00 P.M. New York City time.
Capitalized terms not defined herein have the meanings assigned to them in the
Prospectus.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE BANK OF NEW YORK
<TABLE>
<S> <C> <C>
By Registered or Certified Mail: Facsimile Transmissions: By Hand Or Overnight Delivery:
The Bank of New York (Eligible Institutions Only) The Bank of New York
Corporate Trust Division (212) 815-6339 Corporate Trust Division
101 Barclay Street, 21 W To Confirm by Telephone: 101 Barclay Street, 21 W
New York, New York 10286 (212) 815-6331 New York, New York 10286
Attention: Santino Ginocchietti Attention: Santino Ginocchietti
</TABLE>
Delivery of this Notice Of Guaranteed Delivery to an address other than as set
forth above or transmission of this Notice of Guaranteed Delivery via facsimile
to a number other than as set forth above will not constitute a valid delivery.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF
A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN
"ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE
MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER
OF TRANSMITTAL.
<PAGE> 2
Ladies and Gentlemen:
The undersigned hereby tenders to Litton Industries, Inc., a Delaware
Corporation ("Litton"), upon the terms and subject to the conditions set forth
in the Prospectus dated December , 1999 (as the same may be amended or
supplemented from time to time, the "Prospectus"), and the related Letter of
Transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, the aggregate principal amount of 8% Senior Notes Due
2009 of Litton (the "Initial Notes") set forth below pursuant to the guaranteed
delivery procedures set forth in the Prospectus under the caption "Exchange
Offer."
Aggregate Principal Amount Name(s) of Registered
Holder(s): ____________________________
Tendered: $ ___________________
Certificate No(s)
(if
available): _____________________
(Total Principal Amount Represented by
Initial Notes Certificate(s))
$____________________________________
If Initial Notes will be tendered by book-entry transfer, provide the following
information:
DTC Account Number: ________________________
Date: ____________________________
____________________________________
Must be in denominations of a principal amount of $1,000 and an integral
multiple thereof.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs personal representatives, successors
and assigns of the undersigned.
2
<PAGE> 3
PLEASE SIGN HERE
<TABLE>
<S> <C>
X
SIGNATURE(S) OF OWNER(S) OR AUTHORIZED SIGNATORY DATE
</TABLE>
Area Code and Telephone Number:
Must be signed by the holder(s) of the Initial Notes as their name(s)
appear(s) on certificates for Initial Notes or on a security position listing,
or by person(s) authorized to become registered holder(s) by endorsement and
documents transmitted with this Notice of Guaranteed Delivery. If signature is
by a trustee, executor, administrator, guardian, attorney-in-fact, officer or
other person acting in a fiduciary or representative capacity, such person must
set forth his or her full title below.
Please print name(s) and address(es)
<TABLE>
<S> <C>
Name(s):
Capacity:
Address(es):
</TABLE>
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
3
<PAGE> 4
- --------------------------------------------------------------------------------
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, as an "eligible
guarantor institution," including (as such terms are defined therein): (i)
a bank; (ii) a broker, dealer, municipal securities broker, municipal
securities dealer, government securities broker, government securities
dealer; (iii) a credit union; (iv) a national securities exchange,
registered securities association or learning agency; or (v) a savings
association that is a participant in a Securities Transfer Association
recognized program (each of the foregoing being referred to as an
"Eligible Institution"), hereby guarantees to deliver to the Exchange
Agent, at one of its addresses set forth above, either the Initial Notes
tendered hereby in proper form for transfer, or confirmation of the
book-entry transfer of such Initial Notes to the Exchange Agent's account
at The Depositary Trust Company ("DTC"), pursuant to the procedures for
book-entry transfer set forth in the Prospectus, in either case together
with one or more properly completed and duly executed Letter(s) of
Transmittal (or facsimile thereof) and any other required documents within
five business days after the date of execution of this Notice of
Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Initial Notes tendered hereby to the Exchange Agent
within the time period set forth above and that failure to do so could
result in a financial loss to the undersigned.
<TABLE>
<S> <C>
- --------------------------------------------------------- ---------------------------------------------------------
NAME OF FIRM AUTHORIZED SIGNATURE
- --------------------------------------------------------- ---------------------------------------------------------
ADDRESS TITLE
- --------------------------------------------------------- ---------------------------------------------------------
ZIP CODE (PLEASE TYPE OR PRINT)
</TABLE>
Area Code and Telephone No.
------------------------------------------ Dated:
NOTE: DO NOT SEND CERTIFICATES FOR INITIAL NOTES WITH THIS FORM.
CERTIFICATES FOR INITIAL NOTES SHOULD ONLY BE SENT WITH YOUR LETTER
OF TRANSMITTAL.
- --------------------------------------------------------------------------------
4
<PAGE> 1
EXHIBIT 99.3
December , 1999
FORM OF EXCHANGE AGENT AGREEMENT
The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention: Corporate Trust Trustee Administration
Ladies and Gentlemen:
Litton Industries, Inc., a Delaware corporation (the "Company")
proposes to make an offer (the "Exchange Offer") to exchange all of its
outstanding 8% Senior Notes Due 2009 (the "Old Securities") for 8% Senior Notes
Due 2009 (the "New Securities"). The terms and conditions of the Exchange Offer
as currently contemplated are set forth in a prospectus, dated December __, 1999
(the "Prospectus"), proposed to be distributed to all record holders of the Old
Securities. The Old Securities and the New Securities are collectively referred
to herein as the "Securities".
The Company hereby appoints The Bank of New York to act as exchange
agent (the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offer is expected to be commenced by the Company on or
about December __, 1999. The Letter of Transmittal accompanying the Prospectus
(or in the case of book-entry securities, the Automated Tender Offer Program
("ATOP") of the Book-Entry Transfer Facility (as defined below)) is to be used
by the holders of the Old Securities to accept the Exchange Offer and contains
instructions with respect to the delivery of certificates for Old Securities
tendered in connection therewith.
The Exchange Offer shall expire at 5:00 p.m., New York City time, on
January, ___, 2000 or on such subsequent date or time to which the Company may
extend the Exchange Offer (the "Expiration Date"). Subject to the terms and
conditions set forth in the Prospectus, the Company expressly reserves the right
to extend the Exchange Offer from time to time and may extend the Exchange Offer
by giving oral (promptly confirmed in writing) or written notice to you before
9:00 a.m., New York City time, on the business day following the previously
scheduled Expiration Date.
The Company expressly reserves the right to amend or terminate the
Exchange Offer, and not to accept for exchange any Old Securities not
theretofore accepted for exchange, upon the occurrence of any of the conditions
of the Exchange Offer specified in the Prospectus under the caption "Exchange
Offer." The Company will give oral
<PAGE> 2
(promptly confirmed in writing) or written notice of any amendment, termination
or nonacceptance to you as promptly as practicable.
In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:
1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus captioned "Exchange
Offer" or as specifically set forth herein; provided, however, that in no way
will your general duty to act in good faith be discharged by the foregoing.
2. You will establish a book-entry account with respect to the Old
Securities at The Depository Trust Company (the "Book-Entry Transfer Facility")
for purposes of the Exchange Offer within two business days after the date of
the Prospectus, and any financial institution that is a participant in the
Book-Entry Transfer Facility's systems may make book-entry delivery of the Old
Securities by causing the Book-Entry Transfer Facility to transfer such Old
Securities into your account in accordance with the Book-Entry Transfer
Facility's procedure for such transfer.
3. You are to examine each of the Letters of Transmittal and
certificates for Old Securities (or confirmation of book-entry transfer into
your account at the Book-Entry Transfer Facility) and any other documents
delivered or mailed to you by or for holders of the Old Securities to ascertain
whether: (i) the Letters of Transmittal and any such other documents are duly
executed and properly completed in accordance with instructions set forth
therein; and (ii) the Old Securities have otherwise been properly tendered. In
each case where the Letter of Transmittal or any other document has been
improperly completed or executed or any of the certificates for Old Securities
are not in proper form for transfer or some other irregularity in connection
with the acceptance of the Exchange Offer exists, you will endeavor to inform
the presenters of the need for fulfillment of all requirements and to take any
other action as may be reasonably necessary or advisable to cause such
irregularity to be corrected.
4. With the approval of the Vice President and Treasurer of the Company
(such approval, if given orally, to be promptly confirmed in writing) or any
other party designated in writing, by such an officer, you are authorized to
waive any irregularities in connection with any tender of Old Securities
pursuant to the Exchange Offer.
5. Tenders of Old Securities may be made only as set forth in the
Letter of Transmittal and in the section of the Prospectus captioned "Exchange
Offer", and Old Securities shall be considered properly tendered to you only
when tendered in accordance with the procedures set forth therein.
Notwithstanding the provisions of this Section 5, Old
Securities which the Vice President and Treasurer of the Company shall approve
as having been properly tendered shall be considered to be properly
<PAGE> 3
tendered (such approval, if given orally, shall be promptly confirmed in
writing).
6. You shall advise the Company with respect to any Old Securities
received subsequent to the Expiration Date and accept its instructions with
respect to disposition of such Old Securities.
7. You shall accept tenders:
(a) in cases where the Old Securities are registered in two or
more names only if signed by all named holders;
(b) in cases where the signing person (as indicated on the
Letter of Transmittal) is acting in a fiduciary or a representative capacity
only when proper evidence of his or her authority so to act is submitted; and
(c) from persons other than the registered holder of Old
Securities, provided that customary transfer requirements, including payment of
any applicable transfer taxes, are fulfilled.
You shall accept partial tenders of Old Securities where so indicated
and as permitted in the Letter of Transmittal and deliver certificates for Old
Securities to the registrar for split-up and return any untendered Old
Securities to the holder (or such other person as may be designated in the
Letter of Transmittal) as promptly as practicable after expiration or
termination of the Exchange Offer.
8. Upon satisfaction or waiver of all of the conditions to the Exchange
Offer, the Company will notify you (such notice, if given orally, to be promptly
confirmed in writing) of its acceptance, promptly after the Expiration Date, of
all Old Securities properly tendered and you, on behalf of the Company, will
exchange such Old Securities for New Securities and cause such Old Securities to
be cancelled. Delivery of New Securities will be made on behalf of the Company
by you at the rate of $1,000 principal amount of New Securities for each $1,000
principal amount of the corresponding series of Old Securities tendered promptly
after notice (such notice if given orally, to be promptly confirmed in writing)
of acceptance of said Old Securities by the Company; provided, however, that in
all cases, Old Securities tendered pursuant to the Exchange Offer will be
exchanged only after timely receipt by you of certificates for such Old
Securities (or confirmation of book-entry transfer into your account at the
Book-Entry Transfer Facility), a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof) with any required signature
guarantees and any other required documents. You shall issue New Securities only
in denominations of $1,000 or any integral multiple thereof.
<PAGE> 4
9. Tenders pursuant to the Exchange Offer are irrevocable, except that,
subject to the terms and upon the conditions set forth in the Prospectus and the
Letter of Transmittal, Old Securities tendered pursuant to the Exchange Offer
may be withdrawn at any time prior to the Expiration Date.
10. The Company shall not be required to exchange any Old Securities
tendered if any of the conditions set forth in the Exchange Offer are not met.
Notice of any decision by the Company not to exchange any Old Securities
tendered shall be given (if given orally, to be promptly confirmed in writing)
by the Company to you.
11. If, pursuant to the Exchange Offer, the Company does not accept for
exchange all or part of the Old Securities tendered because of an invalid
tender, the occurrence of certain other events set forth in the Prospectus under
the caption ["Exchange Offer"] or otherwise, you shall as soon as practicable
after the expiration or termination of the Exchange Offer return those
certificates for unaccepted Old Securities (or effect appropriate book-entry
transfer), together with any related required documents and the Letters of
Transmittal relating thereto that are in your possession, to the persons who
deposited them.
12. All certificates for reissued Old Securities, unaccepted Old
Securities or for New Securities shall be forwarded by first-class mail.
13. You are not authorized to pay or offer to pay any concessions,
commissions or solicitation fees to any broker, dealer, bank or other persons or
to engage or utilize any person to solicit tenders.
14. As Exchange Agent hereunder you:
(a) shall not be liable for any action or omission to act
unless the same constitutes your own gross negligence, willful misconduct or bad
faith, and in no event shall you be liable to a securityholder, the Company or
any third party for special, indirect or consequential damages, or lost profits,
arising in connection with this Agreement.
(b) shall have no duties or obligations other than those
specifically set forth herein or as may be subsequently agreed to in writing
between you and the Company;
(c) will be regarded as making no representations and having
no responsibilities as to the validity, sufficiency, value or genuineness of any
of the certificates or the Old Securities represented thereby deposited with you
pursuant to the Exchange Offer, and will not be required to and will make no
representation as to the validity, value or genuineness of the Exchange Offer;
<PAGE> 5
(d) shall not be obligated to take any legal action hereunder
which might in your judgment involve any expense or liability, unless you shall
have been furnished with indemnity satisfactory to you;
(e) may conclusively rely on and shall be protected in acting
in reliance upon any certificate, instrument, opinion, notice, letter, telegram
or other document or security delivered to you and believed by you to be genuine
and to have been signed or presented by the proper person or persons;
(f) may act upon any tender, statement, request, document,
agreement, certificate or other instrument whatsoever not only as to its due
execution and validity and effectiveness of its provisions, but also as to the
truth and accuracy of any information contained therein, which you shall in good
faith believe to be genuine or to have been signed or presented by the proper
person or persons;
(g) may conclusively rely on and shall be protected in acting
upon written or oral instructions from any authorized officer of the Company;
(h) may consult with counsel of your selection with respect to
any questions relating to your duties and responsibilities and the advice or
opinion of such counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted to be taken by you hereunder
in good faith and in accordance with the advice or opinion of such counsel; and
(i) shall not advise any person tendering Old Securities
pursuant to the Exchange Offer as to the wisdom of making such tender or as to
the market value or decline or appreciation in market value of any Old
Securities.
15. You shall take such action as may from time to time be requested by
the Company (and such other action as you may deem appropriate) to furnish
copies of the Prospectus, Letter of Transmittal and the Notice of Guaranteed
Delivery (as defined in the Prospectus) or such other forms as may be approved
from time to time by the Company, to all persons requesting such documents and
to accept and comply with telephone requests for information relating to the
Exchange Offer, provided that such information shall relate only to the
procedures for accepting (or withdrawing from) the Exchange Offer. The Company
will furnish you with copies of such documents on your request. All other
requests for information relating to the Exchange Offer shall be directed to the
Company, Attention: Timothy G. Paulson.
16. You shall advise by facsimile transmission _____, the _____ of the
Company (at the facsimile number _____), and such other person or persons as the
Company may request, daily (and more frequently during the week immediately
preceding the Expiration Date if requested) up to and including the Expiration
Date, as to the number of Old Securities which have been tendered pursuant to
the Exchange Offer
<PAGE> 6
and the items received by you pursuant to this Agreement, separately reporting
and giving cumulative totals as to items properly received and items improperly
received. In addition, you will also inform, and cooperate in making available
to, the Company or any such other person or persons upon oral request made from
time to time prior to the Expiration Date of such other information as they may
reasonably request. Such cooperation shall include, without limitation, the
granting by you to the Company and such person as the Company may request of
access to those persons on your staff who are responsible for receiving tenders,
in order to ensure that immediately prior to the Expiration Date the Company
shall have received information in sufficient detail to enable it to decide
whether to extend the Exchange Offer. You shall prepare a final list of all
persons whose tenders were accepted, the aggregate principal amount of Old
Securities tendered, the aggregate principal amount of Old Securities accepted
and deliver said list to the Company.
17. Letters of Transmittal and Notices of Guaranteed Delivery shall be
stamped by you as to the date and, after the expiration of the Exchange Offer,
the time, of receipt thereof and shall be preserved by you for a period of time
at least equal to the period of time you preserve other records pertaining to
the transfer of securities. You shall dispose of unused Letters of Transmittal
and other surplus materials by returning them to the Company.
18. For services rendered as Exchange Agent hereunder, you shall be
entitled to such compensation as set forth on Schedule I attached hereto. The
provisions of this section shall survive the termination of this Agreement.
19. You hereby acknowledge receipt of the Prospectus and the Letter of
Transmittal. Any inconsistency between this Agreement, on the one hand, and the
Prospectus and the Letter of Transmittal (as they may be amended from time to
time), on the other hand, shall be resolved in favor of the latter two
documents, except with respect to your duties, liabilities and indemnification
as Exchange Agent.
20. The Company covenants and agrees to fully indemnify and hold you
harmless against any and all loss, liability, cost or expense, including
attorneys' fees and expenses, incurred without gross negligence or willful
misconduct on your part, arising out of or in connection with any act, omission,
delay or refusal made by you in reliance upon any signature, endorsement,
assignment, certificate, order, request, notice, instruction or other instrument
or document believed by you to be valid, genuine and sufficient and in accepting
any tender or effecting any transfer of Old Securities believed by you in good
faith to be authorized, and in delaying or refusing in good faith to accept any
tenders or effect any transfer of Old Securities. In each case, the Company
shall be notified by you, by letter or facsimile transmission, of the written
assertion of a claim against you or of any other action commenced against you,
promptly after you shall have received any such written assertion or shall have
been served with a summons in connection therewith. The Company shall be
entitled to participate at its own expense in
<PAGE> 7
the defense of any such claim or other action and, if the Company so elects, the
Company shall assume the defense of any suit brought to enforce any such claim.
In the event that the Company shall assume the defense of any such suit, the
Company shall not be liable for the fees and expenses of any additional counsel
thereafter retained by you, so long as the Company shall retain counsel
satisfactory to you to defend such suit, and so long as you have not determined,
in your reasonable judgment, that a conflict of interest exists between you and
the Company. The provisions of this section shall survive the termination of
this Agreement.
21. You shall arrange to comply with all requirements under the tax
laws of the United States, including those relating to missing Tax
Identification Numbers, and shall file any appropriate reports with the Internal
Revenue Service.
22. You shall deliver or cause to be delivered, in a timely manner to
each governmental authority to which any transfer taxes are payable in respect
of the exchange of Old Securities, the Company's check in the amount of all
transfer taxes so payable; provided, however, that you shall reimburse the
Company for amounts refunded to you in respect of your payment of any such
transfer taxes, at such time as such refund is received by you.
23. This Agreement and your appointment as Exchange Agent hereunder
shall be construed and enforced in accordance with the laws of the State of New
York applicable to agreements made and to be performed entirely within such
state, and without regard to conflicts of law principles, and shall inure to the
benefit of, and the obligations created hereby shall be binding upon, the
successors and assigns of each of the parties hereto.
24. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same agreement.
25. In case any provision of this Agreement shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
26. This Agreement shall not be deemed or construed to be modified,
amended, rescinded, cancelled or waived, in whole or in part, except by a
written instrument signed by a duly authorized representative of the party to be
charged. This Agreement may not be modified orally.
27. Unless otherwise provided herein, all notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
or similar writing) and shall be given to such party, addressed to it, at its
address or telecopy number set forth below:
<PAGE> 8
If to the Company:
Litton Industries, Inc.
21240 Burbank Boulevard
Woodland Hills, California 91367
Facsimile: 818-598-3366
Attention: Timothy G. Paulson
Vice President and Treasurer
If to the Exchange Agent:
The Bank of New York
101 Barclay Street
Floor 21 West
New York, New York 10286
Facsimile: (212) 815-5915
Attention: Corporate Trust Trustee
Administration
28. Unless terminated earlier by the parties hereto, this Agreement
shall terminate 90 days following the Expiration Date. Notwithstanding the
foregoing, Sections 18 and 20 shall survive the termination of this Agreement.
Upon any termination of this Agreement, you shall promptly deliver to the
Company any certificates for Securities, funds or property then held by you as
Exchange Agent under this Agreement.
29. This Agreement shall be binding and effective as of the date
hereof.
<PAGE> 9
Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.
LITTON INDUSTRIES, INC.
By:
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Name: Timothy G. Paulson
Title: Vice President and Treasurer
Accepted as of the date first above written:
THE BANK OF NEW YORK, as Exchange Agent
By:
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Name:
Title:
