IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
-----------------------.---~--------------------------.~--------~.---------------~x
WILLIAM H. SMYERS, JR. and JAMES J. KOEHLER,
on behalf of themselves and all others similarly situated Civil
Plaintiffs,
V.
LITTON INDUSTRIES, INC., NORTHROP GRUMMAN :
CORPORATION, L2 ACQUISITION CORP., ALTAN J. :
BRANN, JOSEPH T. CASEY, JOHN M. LEONIS, J. MICHAEL :
HATELEY, JOHN H. MULLAN, ALBERT F. MEYERS, W. :
BURKS TERRY, and ROBERT B. SPIKER,
Defendants.
--------------------------~-----------------------------------------~-----------x
CLASS ACTION COMPLAINT
1. Plaintiff, William H. Smyers, Jr. owns 926 shares of Series B $2 Cumulative
Preferred Stock ("Preferred Stock") of Litton Industries, Inc. ("Litton").
2. Plaintiff, James J. Koehler, owns 11,613 shares of the Preferred Stock of
Defendant Litton.
3. Defendant Litton is a Delaware corporation with its principal executive offices
2 1240 Burbank Boulevard, Woodland Hills California 9 1367-6675. As of April 20, 2001, Litton
had 45,577,834 shares of common stock outstanding and 410,643 shares of the Preferred Stock
outstanding.
4. Defendant Northrop Grumman Corporation ("Northrop") is a Delaware
corporation with its principal executive offices at 1840 Century Park East, Los Angeles,
California 90067. Northrop owns 100% of the common stock of L2 Acquisition Corp. (`X2"), a
newly-organized Delaware corporation formed to effect the short-,form merger and elimination
SNIPPETS:
owns 926 shares of Series B $2 Cumulative
Preferred Stock of Litton Industries,
Defendant Litton is a Delaware corporation with its principal executive offices at
Woodland Hills California 9 1367-6675.
had 45,577,834 shares of common stock outstanding and 410,643 shares of the Preferred Stock
Defendant Northrop Grumman Corporation is a Delaware
corporation with its principal executive offices at 1840 Century Park East, Los Angeles,
Board of Directors on April 3,
Defendants"), owe fiduciary duties to the members of the Class defined below.
Plaintiffs bring this action on behalf of themselves and other public holders of the
Whether the amendment to the Litton certificate of incorporation
and issuance and sale of Preferred Stock to L2 and Northrop and the elimination of the members
of the Class pursuant to a short-form merger as described herein are entirely fair.
of Merger providing for the acquisition of Litton by Northrop.
agreement contemplated a first step offer by NNG, Inc., a Northrop subsidiary, to
Schedule 14D- 1 reflecting the amended agreement, on February 1, 2001.
LII would merge with and into Litton.
assets, involving Litton or any other of its subsidiaries, or any material changes in Litton's
The Schedule 14D-9 states that the Litton Board determined that the terms of the
voting stock outstanding to eliminate the Class under 8 Del.
The amendment of the certificate of incorporation and the authorization,
compensating Class members for such rights in a bargained-for exchange or in a proper process
|
