Filed by: Northrop Grumman Corporation
Pursuant to Rule 425 Under the
Securities Act of 1933
Subject Company: Litton Industries, Inc.
(Commission file No. 1-3998)
[LETTERHEAD OF NORTHROP GRUMMAN AND LITTON INDUSTRIES]
Northrop Grumman Contacts: Jim Taft (Media) (310) 201-3335
Gaston Kent (Investors) (310) 201-3423
Litton Contacts: Randy Belote (Media) (703) 413-1521
Denny McSweeny (Investors) (818) 598-5495
For Immediate Release
NORTHROP GRUMMAN AND LITTON INDUSTRIES
--------------------------------------
ANNOUNCE AMENDED MERGER AGREEMENT
---------------------------------
Exchange Offer for Litton Common Stock to Include Common and Preferred Stock
Elections in Addition to $80 Per Share in Cash
LOS ANGELES -- Jan. 24, 2001 -- Northrop Grumman Corporation
(NYSE: NOC) and Litton Industries Inc. (NYSE: LIT) jointly announced today that
each company's board of directors has approved an amendment to the terms of
their merger agreement.
As amended, the transaction will be structured as an exchange offer for all
Litton common stock that provides to Litton stockholders the right to receive
$80.00 per share in cash, the equivalent of $80.25 in common stock or the
equivalent of $80.00 in liquidation value of a new preferred stock. The equity
will be issued on a basis that is intended to be tax-free. The $80.25 used in
the common stock election is designed to maximize the distribution of common
stock in the offer.
Elections to receive cash will not be prorated, so no Litton stockholder
will be required to accept common or preferred stock. The offer will be limited
to approximately 13 million shares of common stock and $350 million aggregate
liquidation value of
-more-
Page 2
NORTHROP GRUMMAN AND LITTON INDUSTRIES
--------------------------------------
ANNOUNCE AMENDED MERGER AGREEMENT
---------------------------------
preferred stock. Oversubscriptions for common stock or preferred stock will be
subject to reduction on a pro rata basis. Litton and Northrop Grumman expect to
file detailed information concerning the offer with the Securities and Exchange
Commission and to distribute such information to Litton stockholders on or about
Feb. 1, 2001. The offer for Litton's Series B Preferred stock remains at $35.00
per share in cash.
LITTON STOCKHOLDERS SHOULD READ THE TENDER OFFER STATEMENT CAREFULLY WHEN
IT IS AVAILABLE, AS IT WILL CONTAIN IMPORTANT INFORMATION. WHEN IT IS FILED,
COPIES OF THE TENDER OFFER STATEMENT MAY BE OBTAINED WITHOUT CHARGE AT THE
SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT WWW.SEC.GOV.
Unitrin Inc. (NASDAQ: UNIT), which owns through its subsidiaries
approximately 28 percent of Litton's common stock, has agreed to tender all of
its Litton common stock and to elect to receive a combination of common stock
and preferred stock in exchange for its holdings. Unitrin also has agreed to
elect an option that reduces its pro rata allotment of common stock to give
priority to other Litton shareholders electing common stock.
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 2000 and has a workforce of
approximately 39,000 employees.
Litton is the largest builder of non-nuclear ships for the U.S. Navy and
designs, builds and overhauls surface ships for government and commercial
customers worldwide. The company is a prime contractor to the U.S. government
for information
-more-
Page 3
NORTHROP GRUMMAN AND LITTON INDUSTRIES
ANNOUNCE AMENDED MERGER AGREEMENT
technology and provides specialized IT services to commercial customers and
government customers in local/foreign jurisdictions. Litton is a leading
provider of defense and commercial electronics technology, components and
materials for customers worldwide. Headquartered in Woodland Hills, California,
Litton reported annual revenue of $5.6 billion and more than 40,000 employees
for the year ended July 31, 2000. For more information, visit Litton's web site
at www.litton.com.
--------------
# # #
0101-13
LEARN MORE ABOUT US: Northrop Grumman news releases, product information,
photos and video clips are available on the Internet at:
http://www.northgrum.com
------------------------
Members of the news media may receive our releases via e-mail by registering at:
http://www.northgrum.com/cgi-bin/regist form.cgi
------------------------------------------------