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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
(Amendment No. 1)
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
[ ] 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. [ ]
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Northrop Grumman Corporation, a Delaware corporation ("Parent"), and
LII Acquisition Corp., a Delaware corporation ("Purchaser") and wholly owned
subsidiary of Parent hereby amend and supplement their Tender Offer Statement on
Schedule TO originally filed on January 5, 2001 (the "Schedule TO") with
respect to Purchaser's Offer 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"). Capitalized terms used but not defined herein have the
respective meanings assigned to such terms in the Schedule TO and the Offer to
Purchase dated January 5, 2001, filed as Exhibit (a)(i)(i).
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Item 1 Summary Term Sheet
Item 1 of the Schedule TO is hereby amended and supplemented as follows:
Parent's total assets for the fiscal year ended December 31, 1999, as
disclosed in the fifth full paragraph of the Summary Term Sheet entitled "Source
of Funds," is revised from $7.616 billion to $9.285 billion.
Item 12 Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented to include
the following exhibit:
(a)(5)(vi) Press Release issued by Parent on January 8, 2001.
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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/ John H. Mullan
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Name: John H. Mullan
-----------------------------------------
Title: Secretary
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NORTHROP GRUMMAN CORPORATION
By: /s/ John H. Mullan
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Name: John H. Mullan
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Title: Corporate Vice President and Secretary
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Dated: January 8, 2001
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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.
(a)(5)(vi) Press release issued by Parent on January 8, 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.
* Previously filed.
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