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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 29549
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)
July 24, 2000
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Commission File Number 1-3229
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE No. 95-1055798
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1840 Century Park East, Los Angeles, California 90067
(address of principal executive offices)
(310) 553-6262
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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NORTHROP GRUMMAN CORPORATION
Item 2. Acquisition or Disposition of Assets
Effective July 24, 2000, Northrop Grumman Corporation ("Northrop Grumman" or
"Registrant") completed the sale of its commercial aerostructures business
("Aerostructures") to The Carlyle Group, pursuant to an Asset Purchase Agreement
dated as of June 9, 2000 between Northrop Grumman and Vought Aircraft
Industries, Inc., an entity owned by The Carlyle Group.
Aerostructures is a unit of Northrop Grumman Corporation (Northrop)
and is not a separate legal entity. Aerostructures is a major producer of
commercial and military aircraft subassemblies. The majority of Aerostructures
products are sold to The Boeing Company (Boeing) and, for military contracts,
ultimately to the U.S. Government.
Aerostructures manufactures portions of the Boeing 737, 747, 757, 767
and 777 jetliners, of the Gulfstream IV and V business jets, and of the Boeing
C-17 military transport. Aerostructures produces the fuselage and aft body
section for the 747 as well as cargo and passenger doors, the vertical and
horizontal body stabilizers, floor beams and other structural components. The
majority of the Boeing jetliner work is performed at production sites in
Hawthorne, California; Grand Prairie, Texas; Perry and Milledgeville, Georgia;
and Stuart, Florida.
Aerostructures manufactures engine nacelles for the Gulfstream IV and
other business jets and produces the integrated wings for Gulfstream's newest
business jet, the Gulfstream V. Aerostructures also produces the empennage,
engine nacelles, and control surfaces for the C-17, the U.S. Airforce's most
advanced airlifter. This work is primarily performed at the Grand Prarie, Texas,
and Stuart, Florida facilities. The assets sold include real property, plant and
equipment as well as inventory on hand, work in process and accounts receivable.
The purchase price was composed of $667.7 million in cash and a
promissory note for $175 million, maturing in nine years, with interest payable
in kind for four years and interest payable in kind or cash thereafter. The
purchase price and form of consideration were negotiated between the parties and
their independent advisors at arms' length.
Registrant is informed and believes that The Carlyle Group, founded in
1987, is a private global investment firm based in Washington, D.C. that
originates, structures and acts as lead equity investor in management-led
buyouts, private placements and venture capital transactions.
The Carlyle Group and Northrop Grumman may enter into bonafide arm's
length agreements to purchase or sell businesses or assets to each other or
affiliates. Northrop Grumman acquired an interest in the Grand Prarie, Texas
facility, including the C-17 business, from The Carlyle Group in 1994. There
are no material relationships between The Carlyle Group and Registrant, its a
ffiliates, any director or officer of Registrant, or to the best of
Registrant's knowledge, any associate of any such director or officer.
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NORTHROP GRUMMAN CORPORATION
Item 5. Other Events
Effective July 24, 2000, Northrop Grumman Corporation completed the
sale of its Aerostructures business. Northrop Grumman's consolidated
financial statements have been restated to reflect the Aerostructures
business as discontinued operations and are included as Exhibits 99
and 99.1 to this Form 8-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99 Unaudited consolidated financial statements of Northrop
Grumman Corporation as of March 31, 2000 and for the quarter
then ended and Management's Discussion and Analysis of the
Company's Financial Condition and the Results of Operations.
99.1 Audited consolidated financial statements of Northrop
Grumman Corporation as of December 31, 1999 and
1998 and for each of the three years in the period
ended December 31, 1999 and Management's Discussion
and Analysis of the Company's Financial Condition and the
Results of Operations and Financial Statement Schedule.
99.2 Asset Purchase Agreement dated as of June 9, 2000 between
Northrop Grumman Corporation and Vought Aircraft Industries,
Inc.
99.3 Employee Matters Agreement
99.4 Promissory Note for $175 million from Vought Aircraft
Industries, Inc.
15 Letter from Independent Accountants Regarding Unaudited Interim
Financial Information
23 Independent Auditors' Consent
27 Financial Data Schedule
27 Financial Data Schedule
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NORTHROP GRUMMAN CORPORATION
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
(Registrant)
Date: August 8, 2000 By __________________________
R. B. Waugh, Jr.
Corporate Vice President and Chief
Financial Officer
Date: August 8, 2000 By __________________________
John H. Mullan
Corporate Vice President and Secretary
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