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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): AUGUST 1, 1997
NORTHROP GRUMMAN CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-3229 95-1055798
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
1640 Century Park East
LOS ANGELES, CALIFORNIA 90067
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (310) 201-3000
None
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
This report is qualified in its entirety by reference to the documents
described herein and attached as exhibits hereto, which are incorporated herein
by this reference.
On August 1, 1997, Northrop Grumman Corporation ("Northrop") and Northrop's
wholly-owned subsidiary, NG Acquisition, Inc., a Delaware corporation
("Acquisition"), acquired Logicon, Inc., a Delaware corporation ("Logicon"), by
means of a merger (the "Merger") of Logicon with and into Acquisition, with
Logicon as the surviving corporation, pursuant to the terms and conditions of an
Agreement and Plan of Merger dated May 4, 1997 among Logicon, Northrop and
Acquisition.
The Press Release of Northrop dated August 1, 1997 announcing the
completion of the Merger is filed herewith as Exhibit 99.1.
ITEM 7. EXHIBITS.
The following exhibits are filed with this current report on Form 8-K:
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated June 25, 1997 among Logicon,
Northrop and Acquisition (incorporated by reference to Annex A to
the Proxy Statement/Prospectus of Logicon and Northrop contained
in the Form S-4 of Northrop filed with the Commission on June 9,
1997)
4.1 Restated Certificate of Incorporation of Northrop (incorporated
by reference to the Form S-3 of Northrop filed with the
Commission on August 18, 1994)
4.2 By-laws of Northrop (incorporated by reference to the Form 10-K
of Northrop filed with the Commission on February 25, 1997)
99.1 Press Release of Northrop dated August 1, 1997
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORTHROP GRUMMAN CORPORATION
Date: August 15, 1997 By: /s/ James C. Johnson
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James C. Johnson
Corporate Vice President, Secretary
and Assistant General Counsel
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Exhibit Index
Exhibit No. Description
- -----------
2.1 Agreement and Plan of Merger dated June 25, 1997 among Logicon,
Northrop and Acquisition (incorporated by reference to Annex A to
the Proxy Statement/Prospectus of Logicon and Northrop contained
in the Form S-4 of Northrop filed with the Commission on June 9,
1997)
4.1 Restated Certificate of Incorporation of Northrop (incorporated
by reference to the Form S-3 of Northrop filed with the
Commission on August 18, 1994)
4.2 Bylaws of Northrop (incorporated by reference to the Form 10-K
of Northrop filed with the Commission on February 25, 1997)
99.1 Press Release of Northrop dated August 1, 1997
4
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EXHIBIT 99.1
Company Press Release
Merger of Northrop Grumman, Logicon Completed
LOS ANGELES, Aug. 1/PRNewswire/ -- Northrop Grumman Corporation (NYSE:NOC)
announced today that its merger with Logicon, Inc. has been completed in a
stock-for-stock transaction.
According to the definitive agreement for the merger that was announced last
May, Logicon stockholders will receive 0.6161 of a Northrop Grumman share for
each share of Logicon common stock.
Northrop Grumman will operate Logicon as a wholly owned subsidiary.
