8-KOther Events

NORTHROP GRUMMAN CORP /DE/ 8-K Report (Nov 16, 2001)

Filed November 16, 2001For Securities:NOC

Summary

Northrop Grumman Corporation (NOC) filed a Current Report on Form 8-K on November 15, 2001, primarily to incorporate certain documents by reference into its existing Registration Statement on Form S-3. The key event revolves around significant financing activities, including an Underwriting Agreement dated November 15, 2001, with J.P. Morgan Securities Inc. and Salomon Smith Barney Inc. for the company's Common Stock and Equity Security Units. This filing signals a potential capital raise or restructuring event for the company. While the 8-K does not contain detailed financial statements or operational updates, it references several important agreements related to senior notes and equity units, including an Indenture, Officer's Certificate, Purchase Contract Agreement, Pledge Agreement, and Remarketing Agreement. These documents, mostly incorporated from a prior Form 8-A filing, are crucial for understanding the terms and structure of the securities being offered or previously established. Investors should note this filing is procedural, supporting other ongoing registration activities.

Key Highlights

  • 1Filing of a Form 8-K on November 15, 2001, by Northrop Grumman Corporation.
  • 2Incorporation of documents by reference into Registration Statement on Form S-3 (File No. 333-71290).
  • 3Execution of an Underwriting Agreement dated November 15, 2001, with J.P. Morgan Securities Inc. and Salomon Smith Barney Inc.
  • 4Agreement pertains to the company's Common Stock and Equity Security Units.
  • 5Reference to various agreements related to Senior Notes and Equity Units, including Indentures, Purchase Contracts, and Pledge Agreements (mostly incorporated from prior filings).
  • 6Inclusion of a Tax Opinion from Sheppard, Mullin, Richter & Hampton LLP as an exhibit.
  • 7The filing serves to support ongoing registration and financing activities for the company.

Frequently Asked Questions

The primary purpose of this 8-K filing is for Northrop Grumman Corporation to incorporate specific documents by reference into its existing Registration Statement on Form S-3. This is a procedural step to support the company's financing activities and securities offerings.

The filing highlights an Underwriting Agreement dated November 15, 2001, involving J.P. Morgan Securities Inc. and Salomon Smith Barney Inc., related to the company's Common Stock and Equity Security Units. It also references several other key documents such as an Indenture, Purchase Contract Agreement, and Pledge Agreement, which detail the terms of senior notes and equity units.

No, this particular 8-K filing does not provide new financial performance data or operational updates. Its focus is on legal and contractual agreements related to the issuance or registration of securities, rather than reporting financial results.

The mention of Equity Security Units and Senior Notes, along with related agreements like the Indenture and Purchase Contract, suggests that Northrop Grumman is engaged in, or has recently completed, a capital raising activity. These instruments are components of its financing structure, and the filing supports their registration and terms.