<PAGE>
Filed by Northrop Grumman Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14 d-2
of the Securities Exchange Act of 1934
Subject Company: Comptek Research, Inc.
Commission File Number: 333-40862
The following text is of a press release issued by Northrop Grumman Corporation
on August 22, 2000
Comptek Research, Inc. security holders should read the Tender Offer Statement
filed with the Securities and Exchange Commission because it contains important
information. Investors may get the Tender Offer Statement and other filed
documents at no charge at the Securities and Exchange Commission's web site
(www.sec.gov)
Northrop Grumman Contact: Jim Taft (310) 201-3335
For Immediate Release
NORTHROP GRUMMAN ANNOUNCES EXCHANGE RATIO
-----------------------------------------
LOS ANGELES -- Aug. 22, 2000 -- Northrop Grumman Corporation
(NYSE: NOC) announced today that the exchange ratio in the pending offer for
Comptek Research, Inc. (AMEX: CTK) common stock is .2799 shares of Northrop
Grumman common stock for each share of Comptek Research common stock validly
tendered by the expiration of the offer, which is currently set for August 23,
2000, at midnight E.D.T.
The exchange ratio was determined by dividing $20.75 by $74.1438, the
average closing price of Northrop Grumman common stock during the 20 trading day
period ending August 21, 2000. At the close of business on Aug. 21, 2000,
2,308,439 shares of the 6,223,094 shares of Comptek Research common stock
outstanding as of May 31, 2000 had been validly tendered and not withdrawn
pursuant to the offer.
Requests for assistance or for copies of the offer materials should be
directed to the information agent for the offer, Georgeson Shareholder
Communications Inc., at 800-223-2064.
Northrop Grumman Corporation, headquartered in Los Angeles, is a world-
class, high technology company providing innovative solutions in systems
integration, defense electronics and information technology for its U.S. and
international military, government and commercial customers, as a prime
contractor, principal subcontractor, team member or preferred supplier. The
company had revenues of $7.6 billion in 1999 (restated) and has a workforce of
<PAGE>
approximately 36,000 employees. Northrop Grumman had 69,910,595 shares
outstanding on June 30, 2000.
# # #
0800-123
LEARN MORE ABOUT US: Northrop Grumman news releases, product information,
photos and video clips are available on the Internet at:
http://www.northgrum.com
