UNITED STATES
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)
COMPTEK RESEARCH, INC.
Northrop Grumman Corporation, a Delaware Corporation
Common Stock, $.02 par value
204682
NORTHROP GRUMMAN CORPORATION
1840 Century Park East
Los Angeles, CA 9007
Attn: John H. Mullan, Esq.
Secretary (310) 201-3081
Calculation of Filing Fee
Transaction valuation* Amount of filing fee
Not applicable None
*Set forth the amount on which the filing fee is calculated and
state how it was determined.
| | Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: ----------------------
Form or Registration No.----------------------
Filing Party: --------------------------------
Date Filed: ----------------------------------
|x| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender
offer.
Check the appropriate boxes below to designate any transactions
to which the statement relates:
|X| third-party tender offer subject to Rule 14d-1.
| | issuer tender offer subject to Rule 13c-4.
| | going-private transaction subject to Rule 13e-3.
| | amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender offer: | |
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.
Pursuant to General Instruction D to Schedule TO, no signature is
required.