Filer: Comptek Research, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933
Commission File No. 1-8502
On June 22, 2000, Comptek Research, Inc. ("Comptek") filed a
Current Report on Form 8-K (the "Form 8-K") for the purposes of
reporting the following under the heading "Item 5. Other Events":
"On June 12, 2000, Comptek Research, Inc. (the "Company")
entered into an Agreement and Plan of Merger, dated as of
June 12, 2000 (the "Merger Agreement") with Northrop Grumman
Corporation ("Northrop") and Yavapai Acquisition Corp., a
wholly owned subsidiary of Northrop (the " Merger Sub"),
providing for the merger of Merger Sub with and into the
Company (the "Merger"). Upon consummation of the Merger
(i) the Company will become a wholly owned subsidiary of
Northrop and (ii) each outstanding share of common stock of
the Company will be converted into common stock of Northrop
and the right to receive cash in lieu of fractional shares
of Northrop common stock.
Pursuant to the Rights Agreement dated April 16, 1999
between the Company and American Stock Transfer & Trust
Company, as Rights Agent (the "Rights Agreement"), the Board
of Directors of the Company (the "Board") declared a
dividend of one right (a "Right") for each outstanding share
of the Company's common stock, par value $0.02 per share
(the "Company Common Stock"), to stockholders of record at
the close of business on April 30, 1999. Each Right
entitles the registered holder to purchase from the Company
a unit consisting of one one-hundredth of a share of Series
A Junior Participating Preferred Stock, par value $.01 per
share (the "Preferred Stock"), at a Purchase Price of $45.00
per unit of one one-hundredth of a share, subject to
adjustment. The description and the terms of the Rights are
set forth in the Rights Agreement.
At a Special Meeting of the Board held on June 12, 2000, the
Board approved an amendment to the Rights Agreement, dated
and effective as of June 12, 2000 (the "Amendment"). The
Amendment was entered into in connection with the Merger
Agreement. Pursuant to the Merger Agreement (i) Merger Sub
shall make an exchange offer (the "Offer") to exchange
shares of common stock, par value $1.00 per share ("Northrop
Common Stock"), of Northrop for all of the issued and
outstanding shares of the Company Common Stock and (ii)
Merger Sub shall merge with and into the Company (the
"Merger"), with the Company continuing as the surviving
corporation.
The Amendment provides that neither Northrop, Merger Sub nor
any Associate or Affiliate of Northrop or Merger Sub,
individually or collectively, shall be deemed to be an
Acquiring Person, nor shall a Distribution Date be deemed to
have occurred solely as a result of (i) the announcement,
approval, execution or delivery of the Merger Agreement,
(ii) the consummation of the Offer and/or the Merger or
(iii) the consummation of the other transactions
contemplated by the Merger Agreement.
The Amendment further provides that neither a Section
11(a)(ii) Event nor an event described in Section 13 of the
Rights Agreement shall be deemed to have occurred as a
result of (i) the announcement, approval, execution or
delivery of the Merger Agreement, (ii) the consummation of
the Offer and/or the Merger or (iii) the consummation of the
other transactions contemplated by the Merger Agreement and
the Rights shall not be adjusted or exercisable in
accordance with Section 11 or Section 13.
Copies of the Amendment and Merger Agreement are filed
herewith as Exhibit 99.1 and Exhibit 99.2, respectively.
Copies of the Rights Agreement and the Amendment are
available free of charge from the Company. This summary
description of the Rights Agreement and the Amendment does
not purport to be complete and is qualified in its entirety
by reference to the Rights Agreement and the Amendment,
which are incorporated herein by reference."
Exhibits 99.1 and 99.2 to the Form 8-K are incorporated herein by
reference.
* * * * *
We urge investors and security holders to read the following
documents, when they become available, regarding the exchange
offer and the merger (described above), because they will contain
important information:
* Northrop Grumman Corp.'s ("Northrop") preliminary
prospectus, prospectus supplements, final prospectus, and tender
offer material.
* Northrop's Registration Statement on Form S-4 and Schedule
TO containing or incorporating by reference such documents and
other information.
* Comptek's Solicitation/Recommendation Statement on Schedule
14D-9.
These documents and amendments to these documents will be filed
with the United States Securities and Exchange Commission.
When these and other documents are filed with the SEC, they may
be obtained free at the SEC's web site at www.sec.gov. You may
also obtain for free each of these documents from Comptek by
directing your request to Investor Relations at www.comptek.com
or by fax to Christopher Head, Esq.'s attention at (716) 677-
0936. The prospectus and the other documents may also be obtained
by contacting Northrop Grumann Corporation, 1840 Century Park East,
Los Angeles, CA 90067, Attn: Office of the Secretary.