<PAGE>
EXHIBIT 99.(a)(1)(iii)
NOTICE OF GUARANTEED DELIVERY
(Not to Be Used for Signature Guarantees)
for
Tender of Shares of Common Stock
(together with associated rights)
of
Litton Industries, Inc
at
$80.00 Net Per Share
to
LII Acquisition Corp.
a wholly owned subsidiary of
Northrop Grumman Corporation
This Notice of Guaranteed Delivery or one substantially equivalent hereto
must be used to accept the Offer (as defined below) if certificates
representing shares of Common Stock, par value $1.00 per share, of Litton
Industries, Inc. (together with the associated rights to purchase preferred
stock of Litton Industries, Inc. pursuant to the Rights Agreement dated as of
August 17, 1994 between Litton Industries, Inc. and the Bank of New York, the
"Common Shares" and the certificates representing such Common Shares, the
"Common Share Certificates") are not immediately available or time will not
permit the Common Share Certificates and all required documents to reach the
Depositary (as defined in the Offer to Purchase) on or prior to the Expiration
Date (as defined in the Offer to Purchase) or if the procedures for delivery
by book-entry transfer, as set forth in the Offer to Purchase, cannot be
completed on a timely basis. This Notice of Guaranteed Delivery may be
delivered by hand or transmitted by facsimile transmission or mailed to the
Depositary. See Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
EQUISERVE TRUST COMPANY
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By Mail: By Hand: By Overnight Delivery:
EQUISERVE TRUST COMPANY EQUISERVE TRUST COMPANY EQUISERVE TRUST COMPANY
P.O. Box 842010 c/o Securities Transfer and 40 Campanelli Drive
Boston, Massachusetts 02284- Reporting Services Inc. Braintree, Massachusetts 02184
2010 100 William Street--Galleria
New York, New York 10038
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By Facsimile Transmission: Confirm Receipt of Facsimile
(Eligible Institutions Only) by Telephone Only:
(781) 575-4826 (781) 575-4816
or
(781) 575-4827
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE 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 IN THE LETTER OF TRANSMITTAL.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to LII Acquisition Corp., a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of Northrop Grumman
Corporation, a Delaware corporation, in accordance with the terms and
subject to the conditions set forth in Purchaser's Offer to Purchase, dated
January 5, 2001 (the "Offer to Purchase"), and in the related Letter of
Transmittal (the "Letter of Transmittal," which, together with the Offer to
Purchase, as each may be amended or supplemented from time to time,
collectively constitute the "Offer"), receipt of which is hereby
acknowledged, the number of Common Shares indicated below pursuant to the
procedures for guaranteed delivery set forth in Section 3 of the Offer to
Purchase.
Certificate Nos. (If Available): ___________________________________________
Number of Common Shares: ___________________________________________________
(Check if Common Shares will be tendered by book-entry transfer) [_]
Account Number: ____________________________________________________________
Dated: _______________________________________________________________, 2001
Name(s) of Record Holder(s): _______________________________________________
(Please type or print)
Address(es): _______________________________________________________________
Zip Code: __________________________________________________________________
Area Code and Tel. No(s): __________________________________________________
Signature(s): ______________________________________________________________
2
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings
association or other entity which is a member in good standing of a
recognized Medallion Program approved by the Securities Transfer
Association Inc., including the Securities Transfer Agents Medallion
Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New
York Stock Exchange Medallion Signature Program (MSP), or any other
"eligible guarantor institution" as defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934 ("Exchange Act"), (a) represents that the
above named person(s) "own(s)" the Common Shares tendered hereby within
the meaning of Rule 14e-4 promulgated under Exchange Act, (b) represents
that such tender of Common Shares complies with Rule 14e-4 under the
Exchange Act, and (c) guarantees to deliver to the Depositary either the
Common Share Certificates evidencing all tendered Common Shares, in proper
form for transfer, or a Book-Entry Confirmation (as defined in the Offer
to Purchase) with respect to such Common Shares, in either case, together
with the Letter of Transmittal (or a facsimile thereof), properly
completed and duly executed, with any required signature guarantees or an
Agent's Message (as defined in the Offer to Purchase) in the case of a
book-entry delivery, and any other required documents, all within three
New York Stock Exchange trading days after the date hereof. The eligible
guarantor institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
Common Share Certificates to the Depositary within the time period
indicated herein. Failure to do so may result in financial loss to such
eligible guarantor institution.
Name of Firm: _____________________________________________________________
Authorized Signature: _____________________________________________________
Name: _____________________________________________________________________
(Please Print or Type)
Title: ____________________________________________________________________
Address: __________________________________________________________________
Zip Code: _________________________________________________________________
Area Code and Telephone Number: ___________________________________________
Dated: , 2001
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES
SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
3
<PAGE>
NOTICE OF GUARANTEED DELIVERY
(Not To Be Used For Signature Guarantees)
for
Tender of Shares of Series B $2 Cumulative Preferred Stock
of
Litton Industries, Inc.
at
$35.00 Net Per Share
to
LII Acquisition Corp.
a wholly owned subsidiary of
Northrop Grumman Corporation
This Notice of Guaranteed Delivery or one substantially equivalent hereto
must be used to accept the Offer (as defined below) if certificates
representing shares of Series B $2 Cumulative Preferred Stock, par value $5.00
per share, of Litton Industries, Inc. (the "Preferred Shares" and the
certificates representing such Preferred Shares, the "Preferred Share
Certificates") are not immediately available or time will not permit the
Preferred Share Certificates and all required documents to reach the
Depositary (as defined in the Offer to Purchase) on or prior to the Expiration
Date (as defined in the Offer to Purchase) or if the procedures for delivery
by book-entry transfer, as set forth in the Offer to Purchase, cannot be
completed on a timely basis. This Notice of Guaranteed Delivery may be
delivered by hand or transmitted by facsimile transmission or mailed to the
Depositary. See Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
EQUISERVE TRUST COMPANY
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<S> <C> <C>
By Mail: By Hand: By Overnight Delivery:
EQUISERVE TRUST COMPANY EQUISERVE TRUST COMPANY EQUISERVE TRUST COMPANY
P.O. Box 842010 c/o Securities Transfer and 40 Campanelli Drive
Boston, Massachusetts 02284- Reporting Services Inc. Braintree, Massachusetts 02184
2010 100 William Street--Galleria
New York, New York 10038
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<S> <C>
By Facsimile Transmission: Confirm Receipt of Facsimile
(Eligible Institutions Only) by Telephone Only:
(781) 575-4826 (781) 575-4816
or
(781) 575-4827
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM 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.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to LII Acquisition Corp., a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of Northrop Grumman
Corporation, a Delaware corporation, in accordance with the terms and
subject to the conditions set forth in Purchaser's Offer to Purchase, dated
January 5, 2001 (the "Offer to Purchase"), and in the related Letter of
Transmittal (the "Letter of Transmittal," which, together with the Offer to
Purchase, as each may be amended or supplemented from time to time,
collectively constitute the "Offer"), receipt of which is hereby
acknowledged, the number of Preferred Shares indicated below pursuant to
the procedures for guaranteed delivery set forth in Section 3 of the Offer
to Purchase.
Certificate Nos. (If Available): ___________________________________________
Number of Preferred Shares: ________________________________________________
(Check if Preferred Shares will be tendered by book-entry transfer) [_]
Account Number: ____________________________________________________________
Dated: ______________________________________________________________ , 2001
Name(s) of Record Holder(s): _______________________________________________
(Please type or print)
Address(es): _______________________________________________________________
Zip Code: __________________________________________________________________
Area Code and Tel. No(s): __________________________________________________
Signature(s): ______________________________________________________________
2
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings
association or other entity which is a member in good standing of a
recognized Medallion Program approved by the Securities Transfer
Association Inc., including the Securities Transfer Agents Medallion
Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New
York Stock Exchange Medallion Signature Program (MSP), or any other
"eligible guarantor institution" as defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934 ("Exchange Act"), (a) represents that the
above named person(s) "own(s)" the Preferred Shares tendered hereby within
the meaning of Rule 14e-4 promulgated under Exchange Act, (b) represents
that such tender of Preferred Shares complies with Rule 14e-4 under the
Exchange Act, and (c) guarantees to deliver to the Depositary either the
Preferred Share Certificates evidencing all tendered Preferred Shares, in
proper form for transfer, or a Book-Entry Confirmation (as defined in the
Offer to Purchase) with respect to such Preferred Shares, in either case,
together with the Letter of Transmittal (or a facsimile thereof), properly
completed and duly executed, with any required signature guarantees or an
Agent's Message (as defined in the Offer to Purchase) in the case of a
book-entry delivery, and any other required documents, all within three
New York Stock Exchange trading days after the date hereof. The eligible
guarantor institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
Preferred Share Certificates to the Depositary within the time period
indicated herein. Failure to do so may result in financial loss to such
eligible guarantor institution.
Name of Firm: _____________________________________________________________
Authorized Signature: _____________________________________________________
Name: _____________________________________________________________________
(Please Print or Type)
Title: ____________________________________________________________________
Address: __________________________________________________________________
Zip Code: _________________________________________________________________
Area Code and Telephone No.: ______________________________________________
Dated: ____________, 2001
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES
SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.
3
