SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
LITTON INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-1775499
(State of Incorporation or Organization) (IRS Employer
Identification Number)
21240 BURBANK BOULEVARD,
WOODLAND HILLS, CALIFORNIA 91367-6675
(Address of Principal Executive Offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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SERIES A PARTICIPATING PREFERRED STOCK NEW YORK STOCK EXCHANGE
PURCHASE RIGHTS PURSUANT TO RIGHTS PACIFIC EXCHANGE
AGREEMENT
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box: [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box: [ ]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM
RELATES: N/A
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
(Title of Class)
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Litton Industries, Inc. amends and restates in their entirety Items 1 and 2
of its registration statement on Form 8-A (File No. 001-03998), filed with the
Securities and Exchange Commission on August 24, 1994, as set forth below as a
result of the execution of an amendment to the Rights Agreement, dated as of
August 17, 1994, between Litton Industries, Inc., a Delaware corporation (the
"Company") and The Bank of New York, as Rights Agent (the "Rights Agreement").
The Company and The Bank of New York entered into Amendment No. 1, dated as of
December 21, 2000, to the Rights Agreement in connection with the execution of
the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December
21, 2000, among the Company, Northrop Grumman Corporation, a Delaware
corporation ("Parent") and LII Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Parent ("Acquisition"). The Merger Agreement provides
that Acquisition shall, subject to certain terms and conditions, commence a
tender offer (the "Offer") to acquire (i) all the issued and outstanding common
stock, par value $1 per share, of the Company (the "Common Stock"), including
the associated preferred stock purchase rights (the "Rights" and, together with
the Common Stock, the "Common Shares") issued pursuant to the Rights Agreement,
at a price of $80.00 per Common Share, net to the seller in cash and (ii) all
the issued and outstanding shares of Series B $2 Cumulative Preferred Stock, par
value $5 per share, at a price of $35.00 per share, net to the seller in cash.
The Merger Agreement further provides that following the consummation of the
Offer, Acquisition will, subject to the terms and conditions of the Merger
Agreement, merge with and into the Company in accordance with the Delaware
General Corporation Law (the "Merger"), with the Company continuing as the
surviving corporation.
ITEM 1. Amended and Restated Description of Securities to be Registered.
Introduction
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On August 17, 1994, the Board of Directors of Litton Industries, Inc. (the
"Company") adopted a Share Purchase Rights Plan (the "Plan") under which the
Board declared a dividend of one preferred share purchase right (a "Right") for
each outstanding share of common stock, par value $1 per share (the "Common
Shares") of the Company. The dividend was paid on August 31, 1994 (the "Record
Date") to the stockholders of record on that date.
On December 21, 2000, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of December 21, 2000, among the
Company, Northrop Grumman Corporation, a Delaware corporation ("Parent") and LII
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Parent ("Acquisition"). Pursuant to the Merger Agreement, the Company agreed to
amend its rights agreement.
The description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement"), dated as of August 17, 1994, as amended by Amendment
No. 1, dated as of December 21, 2000, between the Company and The Bank of New
York, as Rights Agent.
Purchase Price
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Each Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series A Participating Preferred Stock, par value
$5 per share (the "Preferred Shares"), of the Company at a price of $150 per one
one-thousandth of a Preferred Share (the "Purchase Price"), subject to
adjustment.
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Consequences of a Person or Group becoming an Acquiring Person
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FLIP IN. In the event that any Person or group of affiliated or associated
persons, known as an Acquiring Person, acquires beneficial ownership of 15% or
more of the outstanding Common Shares, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise the number of Common Shares
having a market value of two times the exercise price of the Right.
FLIP OVER. In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold after a person or group has become an Acquiring Person,
proper provision will be made so that each holder of a Right will thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction will have a market value
of two times the exercise price of the Right.
Unitrin, Inc., a Delaware corporation ("Unitrin") and its subsidiaries shall
not be deemed to be an Acquiring Person so long as such entities in the
aggregate beneficially own fewer than 12,658,000 Common Shares.
Neither Parent nor Acquisition shall be deemed to be an Acquiring Person as a
result of (i) the execution and delivery of the Merger Agreement, (ii) the
consummation of the Offer, (iii) the conversion of Common Shares into the right
to receive Merger Consideration (as defined in the Merger Agreement), or (iv)
the consummation of the Merger (as defined in the Merger Agreement).
Distribution Date
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The Distribution Date for certificates evidencing the Rights is the earlier
of:
(i) 10 days following a public announcement that an Acquiring Person has
acquired beneficial ownership of 15% or more of the Company's outstanding common
shares; or
(ii) 10 business days (or such later date as may be determined by action of
the Board of Directors prior to the time that any Person or group of affiliated
Persons becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer, the
consummation of which would result in the Person or group becoming an Acquiring
Person.
However, a Distribution Date will not be deemed to have occurred as a result
of the execution and delivery of the Merger Agreement, the consummation of the
Offer, the conversion of Shares into the right to receive Merger Consideration
(as defined in the Merger Agreement) in accordance with Section 2.8 of the
Merger Agreement, or the consummation of the Merger (as defined in the Merger
Agreement).
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Transfer and Detachment
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Until the Distribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with the Common Shares.
Until the Distribution Date (or earlier redemption or expiration of the Rights),
new Common Share certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate.
As soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
Exercisability
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The Rights are not exercisable until the Distribution Date. The Rights expire
on the earliest of (i) the time immediately before the consummation of the
Merger or (ii) the later of the date of termination of the Merger Agreement or
August 31, 2004 (the "Final Expiration Date") unless the Rights are earlier
redeemed or exchanged by the Company, in each case, as described below.
Adjustments
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The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then-current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-thousandths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
With certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments require an adjustment of at least 1% in such
Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-thousandth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
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Preferred Shares
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Preferred Shares purchasable upon exercise of the Rights will not be
redeemable prior to August 31, 2025. Each Preferred Share will be entitled to a
minimum preferential quarterly dividend payment of $10 per share but will be
entitled to an aggregate dividend of 1,000 times the dividend declared per
Common Share. In the event of liquidation, the holders of the Preferred Shares
will be entitled to a minimum preferential liquidation payment of $1,000 per
share but will be entitled to an aggregate payment of 1,000 times the payment
made per Common Share. Each Preferred Share will have one vote and, except for
certain limited circumstances, will vote together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive
1,000 times the amount received per Common Share. These rights are protected by
customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend and liquidation
rights, the value of the one one-thousandth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.
Exchange
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At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
Common Shares, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which will have become void),
in whole or in part, at an exchange ratio, subject to adjustment, of one Common
Share, or one one-thousandth of a Preferred Share (or of a share of a class or
series of the Company's preferred stock having equivalent rights, preferences
and privileges), per Right.
Redemption
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At any time prior to the time a person or group of affiliated or associated
persons becomes an Acquiring Person, the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). The redemption of the Rights may be made effective at such
time on such basis with such conditions as the Board of Directors in its sole
discretion may establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
Amendments
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The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to not less than the greater of (i)
the sum of .001% and the largest percentage of the outstanding Common Shares
then known to the Company to be beneficially owned by any person or group of
affiliated or associated persons (other than Unitrin and its subsidiaries) and
(ii) 10%, except that from and after such time as any person or group of
affiliated or associated persons becomes an Acquiring Person no such amendment
may adversely affect the interests of the holders of the Rights.
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Rights and Holders
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Until a Right is exercised, the holder of the Right, as a holder, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
Merger Agreement
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Nothing in the Rights Agreement may be construed to give any holder of Rights
nor any other person any legal or equitable rights, remedy or claim under the
Rights Agreement in connection with any transactions contemplated by the Merger
Agreement.
Further Information
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The foregoing summary description of the Rights Agreement and Amendment No. 1
to the Rights Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Rights Agreement and the full text
of Amendment No. 1, which are filed as Exhibit 4.1 and Exhibit 4.2,
respectively, to this Form 8-A/A, and are incorporated herein by reference.
ITEM 2. Exhibits.
Item 2 of the Company's registration statement on Form 8-A (File No. 001-03998)
filed on August 24, 1994 is hereby amended and restated in its entirety to read:
4.1 Rights Agreement, dated as of August 17, 1994, by and between Litton
Industries, Inc. and The Bank of New York, as Rights Agent, which
includes: as Exhibit A thereto, the Form of Certificate of Designations
of Series A Participating Preferred Stock of Litton Industries, Inc.; as
Exhibit B thereto, the Form of Right Certificate; and as Exhibit C
thereto, the Summary of Rights to Purchase Preferred Shares (filed as
Exhibit 99.2 to Form 8-K, dated August 17, 1994 and incorporated herein
by reference).
4.2 Amendment No. 1, dated as of December 21, 2000, to the Rights
Agreement, dated as of August 17, 1994, by and between Litton
Industries, Inc. and The Bank of New York, as Rights Agent.*
*Filed herewith.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: January 3, 2001
LITTON INDUSTRIES, INC.
By: /s/ John E. Preston
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John E. Preston
Senior Vice President and
General Counsel
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EXHIBIT INDEX.
4.1 Rights Agreement, dated as of August 17, 1994, by and between Litton
Industries, Inc. and The Bank of New York, as Rights Agent, which
includes: as Exhibit A thereto, the Form of Certificate of Designations
of Series A Participating Preferred Stock of Litton Industries, Inc.; as
Exhibit B thereto, the Form of Right Certificate; and as Exhibit C
thereto, the Summary of Rights to Purchase Preferred Shares (filed as
Exhibit 99.2 to Form 8-K, dated August 17, 1994 and incorporated herein
by reference).
4.2 Amendment No. 1, dated as of December 21, 2000, to the Rights
Agreement, dated as of August 17, 1994, by and between Litton
Industries, Inc. and The Bank of New York, as Rights Agent.*
*Filed herewith.
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