UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Northrop Grumman Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-4840775
(State of Incorporation or Organization) (I.R.S. Employer)
Identification no.)
1840 Century Park East, Los Angeles, CA 90067
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g) of
of the Exchange Act and is effective upon the Exchange Act and is effective upon filing
filing pursuant to General Instruction A.(c), pursuant to General Instruction A.(d), please
please check the following box. (X) check the following box. ( )
Securities Act registration statement file number to which this form relates:
333-71290
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Equity Security Units New York Stock Exchange
(Normal Units)
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
The description of the Registrant's Equity Security Units (Normal
Units) to be registered hereunder is incorporated herein by reference to the
description included under the captions "Description of the Equity Security
Units" and "Description of the Senior Notes" in the Registrant's Registration
Statement on Form S-3 (File No. 333-71290) (as the same may be amended from time
to time, the "Registration Statement"). For purposes of such description, any
prospectus supplement relating to the Registration Statement filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended, which purports to
describe the Normal Units shall be deemed to be incorporated herein by
reference.
Item 2. Exhibits
Exhibit Description of Exhibit
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Number
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1. Registration Statement on Form S-3 (Registration No. 333-71290) filed
with the Securities and Exchange Commission on October 10, 2001 by
Northrop Grumman Corporation, is incorporated by reference.
2. Form of Indenture between the Registrant and JPMorgan Chase Bank, as
trustee.
3. Form of Officer's Certificate describing the terms of the Senior Notes
which are a component of the Normal Units.
4. Form of Senior Notes (included in Exhibit 3).
5. Form of Purchase Contract Agreement between the Registrant and JPMorgan
Chase Bank, as Purchase Contract Agent.
6. Form of Normal Units Certificate (included in Exhibit 5).
7. Form of Pledge Agreement among the Registrant, The Bank of New York, as
Collateral Agent, and JPMorgan Chase Bank, as Purchase Contract Agent.
8. Form of Remarketing Agreement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November 14, 2001
NORTHROP GRUMMAN CORPORATION
/s/ John H. Mullan
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Name: John H. Mullan
Title: Corporate Vice President and Secretary
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