LITTON INDUSTRIES INC
SC TO-T/A, EX-99.(A)(5)(VI), 2001-01-08
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                                                           EXHIBIT 99.(a)(5)(vi)




                                Contact:  Jim Taft (Media) (310) 201-3335
                                          Gaston Kent (Investors) (310) 201-3423
For Immediate Release

NORTHROP GRUMMAN COMMENCES CASH TENDER OFFER
--------------------------------------------
FOR SHARES OF LITTON INDUSTRIES INC.
------------------------------------

     LOS ANGELES -- Jan. 8, 2001 -- Northrop Grumman Corporation (NYSE: NOC)
announced today that it commenced its cash tender offer on Friday, Jan. 5, 2001,
for all outstanding shares of Litton Industries Inc. (NYSE: LIT) for $80 per
common share and $35 per Series B preferred share. The offer and withdrawal
rights will expire at midnight E.S.T. on Friday, Feb. 2, 2001, unless the offer
is extended. Requests for assistance or for copies of the offer materials should
be directed to the information agent for the offer, Georgeson Shareholder
Communications Inc., at 800-223-2064.

     Northrop Grumman also stated that it filed documents for review under the
Hart-Scott-Rodino Act on Thursday, Jan. 4, 2001, with the appropriate
governmental agencies.

     On Dec. 21, 2000, Northrop Grumman and Litton jointly announced that they
had signed a definitive agreement under which Northrop Grumman will acquire
Litton in a cash transaction valued at approximately $5.1 billion, which
includes the assumption of Litton's $1.3 billion in net debt.  The transaction
is expected to close within the first quarter of 2001.

                                   - more -
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NORTHROP GRUMMAN COMMENCES CASH TENDER OFFER
--------------------------------------------
FOR SHARES OF LITTON INDUSTRIES INC.
------------------------------------

     Northrop Grumman Corporation, headquartered in Los Angeles, is a world-
class, high technology company providing innovative solutions in systems
integration, defense electronics and information technology for its U.S. and
international military, government and commercial customers, as a prime
contractor, principal subcontractor, team member or preferred supplier.  The
company had revenues of $7.6 billion in 1999 (restated) and has a workforce of
approximately 39,000 employees.

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