<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
LITTON INDUSTRIES, INC.
(Name of Subject Company (issuer))
NORTHROP GRUMMAN CORPORATION
LII ACQUISITION CORP.
(Name of Filing Persons (offeror))
Common Stock, Par Value $1.00 Per Share
(including associated rights)
(Title of Class of Securities)
5380211061
(CUSIP Number of Class of Securities)
Series B $2 Cumulative Preferred Stock, Par Value $5.00 Per Share
(Title of Class of Securities)
5380214032
(CUSIP Number of Class of Securities)
W. Burks Terry
Corporate Vice President and General Counsel
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067
(310) 553-6262
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Andrew E. Bogen
Gibson, Dunn & Crutcher, LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
(213) 229-7159
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
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Transaction Valuation* Amount of Filing Fee
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<S> <C>
$ 3,839,095,546 $ 767,819.11
===================================================================================================================
</TABLE>
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* Estimated for purposes of calculating the amount of the filing fee only.
This calculation assumes (a) the purchase of all of the issued and
outstanding shares of common stock, par value $1.00 per share (the "Common
Stock") of Litton Industries, Inc., a Delaware corporation (the "Company"),
together with any associated rights to purchase preferred stock of the
Company (the "Rights" and, together with the Common Stock, the "Common
Shares") at a price per Common Share of $80.00 in cash and (b) the purchase
of all of the issued and outstanding shares of Series B $2 Cumulative
Preferred Stock, par value $5.00 per share (the "Preferred Shares"), of the
Company at a price per Preferred Share of $35.00 in cash. As of December 31,
2000, based on the Company's representation of its capitalization, there
were (i) 45,577,834 Common Shares outstanding (excluding 2,734,083 Common
Shares held in the Company's treasury), (ii) approximately 5,137,149 vested
options to purchase Common Shares that are expected to be outstanding prior
to the Effective Time of the Merger (as defined herein), the exercise
price(s) of which is less than $80.00, (iii) approximately 168,786 shares of
performance-based restricted stock units and deferred stock units (the
"Restricted Stock") and (iv) 410,643 Preferred Shares outstanding. The
amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, equals 1/50th of one percent of the value
of the Common Shares, Preferred Shares and Restricted Stock proposed to be
acquired.
[ ] Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
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<S> <C> <C> <C>
Amount Previously Paid: Not applicable. Filing Party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
</TABLE>
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
[ ] Check the appropriate boxes to designate any transactions to which this
statement relates:
[X] third party tender offer [ ] going-private transaction
subject to Rule 14d-1 subject to Rule 13e-3
[ ] issuer tender offer [ ] amendment to Schedule 13D
subject to Rule 13e-4 under Rule 13d-2
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [ ]
This Tender Offer Statement on Schedule TO is filed by Northrop Grumman
Corporation, a Delaware corporation ("Parent"), and LII Acquisition Corp., a
Delaware corporation ("Purchaser") and wholly owned subsidiary of Parent. This
statement relates to the tender offer (the "Offer") by Purchaser to purchase (a)
all of the issued and outstanding shares of common stock, par value $1.00 per
share (the "Common Stock") of Litton Industries, Inc., a Delaware corporation
(the "Company"), together with any associated rights to purchase preferred stock
of the Company (the "Rights," and, together with the Common Stock, the "Common
Shares") at a price per Common Share of $80.00 (the "Common Offer Price") and
(b) all of the outstanding shares of Series B $2 Cumulative Preferred Stock, par
value $5.00 per share (the "Preferred Shares"), of the Company at a price per
Preferred Share of $35.00 (the "Preferred Offer Price" and, together with the
Common Offer Price, the "Offer Price"), in each case, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in the
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"), copies of which are attached as Exhibit
(a)(1)(i) and (a)(1)(ii), respectively.
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Items 1 through 11.
As permitted by General Instruction F to Schedule TO, the information
set forth in the entire Offer to Purchase (including Schedules I and II
attached), is incorporated by reference into this Tender Offer Statement on
Schedule TO.
Item 12. Exhibits.
(a)(1)(i) Offer to Purchase, dated January 5, 2001.
(a)(1)(ii) Letter of Transmittal, Common Stock and Preferred Stock, each dated
January 5, 2001.
(a)(1)(iii) Notice of Guaranteed Delivery, Common Stock and Preferred Stock,
each dated January 5, 2001.
(a)(2) None.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(i) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
other Nominees, Common Stock and Preferred Stock, dated January 5,
2001.
(a)(5)(ii) Letter to Clients, Common Stock and Preferred Stock, each dated
January 5, 2001.
(a)(5)(iii) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(5)(iv) Press release issued by Parent on December 21, 2000 (incorporated by
reference to Schedule TO-C filed with the Securities and Exchange
Commission on December 22, 2000).
(a)(5)(v) Summary Advertisement as published in the Wall Street Journal on
January 5, 2001.
(b)(i) Financing Commitment Letter dated December 20, 2000 from Credit
Suisse First Boston and The Chase Manhattan Bank relating to
$6,000,000,000 aggregate principal amount of senior credit
facilities.
(c) Not applicable.
(d)(1) Merger Agreement, dated as of December 21, 2000, by and among
Parent, Purchaser and the Company.
(d)(2) Confidentiality Agreement dated June 23, 2000, between Parent and
the Company.
(d)(3) Letter Agreement dated December 21, 2000, between Ronald D. Sugar
and Parent.
(e) Not applicable.
(f) Section 262 of the Delaware General Corporation Law (included as
Schedule II to the Offer to Purchase).
(g) None.
(h) None.
Item 13. Information Required by Schedule 13E-3.
Not Applicable.
3
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
LII ACQUISITION CORP.
By: /s/ Albert F. Myers
-------------------------------------------
Name: Albert F. Myers
-----------------------------------------
Title: President
----------------------------------------
NORTHROP GRUMMAN CORPORATION
By: /s/ Albert F. Myers
------------------------------------------
Name: Albert F. Myers
----------------------------------------
Title: Corporate Vice President and Treasurer
---------------------------------------
Dated: January 5, 2001
4
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EXHIBIT INDEX
(a)(1)(i) Offer to Purchase, dated January 5, 2001.
(a)(1)(ii) Letter of Transmittal, Common Stock and Preferred Stock, each dated
January 5, 2001.
(a)(1)(iii) Notice of Guaranteed Delivery, Common Stock and Preferred Stock,
each dated January 5, 2001.
(a)(2) None.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(i) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
other Nominees, Common Stock and Preferred Stock, dated January 5,
2001.
(a)(5)(ii) Letter to Clients, Common Stock and Preferred Stock, each dated
January 5, 2001.
(a)(5)(iii) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(5)(iv) Press release issued by Parent on December 21, 2000 (incorporated by
reference to Schedule TO-C filed with the Securities and Exchange
Commission on December 20, 2000).
(a)(5)(v) Summary Advertisement as published in the Wall Street Journal on
January 5, 2001.
(b)(i) Financing Commitment Letter dated December 20, 2000 from Credit
Suisse First Boston and The Chase Manhattan Bank relating to
$6,000,000,000 aggregate principal amount of senior credit
facilities.
(c) Not applicable.
(d)(1) Merger Agreement, dated as of December 21, 2000, by and among
Parent, Purchaser and the Company.
(d)(2) Confidentiality Agreement dated June 23, 2000, between Parent and
the Company.
(d)(3) Letter Agreement dated Decmeber 21, 2000, between Ronald D. Sugar
and Parent.
(e) Not applicable.
(f) Section 262 of the Delaware General Corporation Law (included as
Schedule II to the Offer to Purchase).
(g) None.
(h) None.
5
