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Exhibit 2.1A
FIRST AMENDMENT
TO THE
AGREEMENT AND PLAN OF MERGER
This first amendment (this "AMENDMENT") to the AGREEMENT AND PLAN OF
MERGER, dated as of June 12, 2000 (the "AGREEMENT"), among NORTHROP GRUMMAN
CORPORATION, a Delaware corporation ("PARENT"), COMPTEK RESEARCH, INC., a New
York corporation ("COMPANY"), and YAVAPAI ACQUISITION CORP., a Delaware
corporation and a direct wholly owned subsidiary of Parent ("MERGER SUB").
WITNESSETH:
WHEREAS, Parent, Company and Merger Sub entered into the Agreement in order
to effect the Offer and the Merger;
WHEREAS, Parent, Company and Merger Sub desire, through this Amendment, to
make certain technical corrections to the Agreement.
NOW, THEREFORE, for and in consideration of the premises, and mutual
covenants contained herein and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the parties
hereby agree to amend the Agreement as follows:
1. The definition of Final Average Closing Price in Section 1.01 is
amended to read as follows:
"FINAL AVERAGE CLOSING PRICE" shall mean the average of the per share
closing sales prices of Parent Common Stock, rounded to four decimal
places, as reported under "NYSE Composite Reports" in The Wall Street
Journal for each of the twenty (20) NYSE trading days in the period
ending two Business Days prior to the expiration date of the Offer, as
extended or supplemented in accordance with the terms hereof.
2. Section 2.01(a) of the Agreement shall be amended by modifying the
second sentence to read as follows:
Each Share (including the associated Right) accepted by Merger Sub in
accordance with the Offer shall be exchanged for the right to receive
from Merger Sub that number of fully paid and nonassessable shares of
Parent Common Stock equal to the Exchange Ratio; provided, however, if
the Final Average Closing Price is less than $74.00, the Company shall
have the right to terminate this Agreement (and such termination will
have the effect set forth in Section 10.02 but shall not trigger any
provisions of Sections 10.06(b), (c), (d) or (e)) if the Company gives
written notice to Parent and Merger Sub within one Business Day
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prior to the expiration date of the Offer (time being of the essence);
provided, further, however, that such termination shall not be
effective if Parent in the exercise of its sole discretion elects, by
written notice to the Company within one Business Day to issue
additional shares of Parent Common Stock sufficient to equal the value
to be received if the Final Average Closing Price had been $74.00 (the
"MAKE WHOLE RIGHT").
3. Section 2.01(a) of the Agreement shall be amended by (i) deleting the
phrase "held at the Effective Time" in the parenthetical in the last sentence of
such section and replacing it with the word "tendered" and (ii) by inserting the
following parenthetical phrase at the end of the last sentence of such Section:
(or $74.00 if Parent exercises its Make Whole Right).
4. Section 4.01(a) of the Agreement shall be amended by deleting the word
"and" before "(iii)" in the parenthetical in the first sentence of such section,
replacing it with a comma and inserting the following phrase after the word
"exercised" at the end of such parenthetical: "and (iv) those owned by Parent,
Merger Sub or any Subsidiary of Parent or Merger Sub".
5. Section 4.01(b) of the Agreement shall be amended by inserting the
following phrase after the words "owned by": ", Parent, Merger Sub, any
Subsidiary of Parent or Merger Sub or".
6. Section 4.04 of the Agreement shall be amended by inserting the
following parenthetical phrase at the end of the second sentence of such
section: (or $74.00 if Parent exercises its Make Whole Right).
7. Defined terms used in this Amendment but not defined herein shall have
the meanings ascribed to them in the Agreement.
8. The Agreement is hereby amended and modified solely to the extent of
the above-referenced items. Nothing herein contained shall be deemed to be an
amendment or waiver of any other provision of the Agreement, all of which shall
remain in full force and effect.
This Amendment may be executed and delivered (including by facsimile
transmission) in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which when executed and delivered shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement. A telecopy signature of any party shall be considered
to have the same binding legal effect as the original signature.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this Amendment effective as of August 7, 2000.
NORTHROP GRUMMAN CORPORATION
By: /s/ John H. Mullan
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Name: John H. Mullan
Title: Corporate Vice President and Secretary
YAVAPAI ACQUISITION CORP.
By: /s/ John H. Mullan
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Name: John H. Mullan
Title: Vice President
COMPTEK RESEARCH, INC.
By: /s/ John J. Sciuto
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Name: John J. Sciuto
Title: President and Chief Executive Officer
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