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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
________________________
Comptek Research, Inc.
(Name of Subject Company)
Comptek Research, Inc.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.02 Per Share
(Title of Class of Securities)
204682108
(CUSIP Number of Class of Securities)
_________________________
Christopher A. Head, Esq.
Executive Vice President, General Counsel and Secretary
Comptek Research, Inc.
2732 Transit Road
Buffalo, New York 14224-2523
(716) 677-4070
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
with copies to:
James R. Tanenbaum, Esq. Richard S. Forman, Esq.
Stroock & Stroock & Lavan LLP Stroock & Stroock & Lavan LLP
180 Maiden Lane 2029 Century Park East
New York, New York 10038 Los Angeles, CA 90067
(212) 806-5400 (310) 556-5800
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"),
initially filed with the Securities and Exchange Commission on July 6, 2000, by
Comptek Research, Inc., a New York corporation ("Comptek"), relating to the
offer by Northrop Grumman Corp., a Delaware corporation ("Northrop Grumman"),
through its wholly owned subsidiary, Yavapai Acquisition Corp., a Delaware
corporation ("Acquisition Sub"), to exchange each outstanding share of common
stock, par value $.02 per share, of Comptek, including the associated preferred
stock purchase rights (the "Comptek Shares"), for such number of shares of the
common stock, par value $1.00 per share, of Northrop Grumman (the "Northrop
Grumman Common Stock") equal to the quotient obtained by dividing $20.75 by the
average of the per share closing sales price of Northrop Grumman Common Stock,
rounded to four decimal places, as reported under "NYSE Composite Reports" in
The Wall Street Journal for each of the 20 New York Stock Exchange trading days
in the period ending two business days prior to the effective date of the
registration statement filed by Northrop Grumman on Form S-4 to register the
offer and sale of Northrop Grumman Common Stock pursuant to the offer, subject
to adjustment as more fully described in the Schedule 14D-9. Unless otherwise
defined herein, all capitalized terms used herein shall have the respective
meanings given such terms in the Schedule 14D-9.
ITEM 9. EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended by additions of the
following exhibit:
Exhibit No. Description
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(a)(6) Form of Letter to Participants in the Comptek Research, Inc.
Employee Stock Purchase Plan (the "Stock Purchase Plan"),
including form of Participant's Instruction to exchange Comptek
Shares held in Participant's account under the Stock Purchase
Plan.
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SIGNATURE
After reasonable 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.
DATED: JULY 10, 2000
COMPTEK RESEARCH, INC.
By: /s/ Christopher A. Head
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Christopher A. Head, Esq.
Executive Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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(a)(6) Form of Letter to Participants in the Comptek Research, Inc.
Employee Stock Purchase Plan (the "Stock Purchase Plan"),
including form of Participant's Instruction to exchange Comptek
Shares held in Participant's account under the Stock Purchase
Plan.
