Northrop Grumman

James G. Roche had his eye on Westinghouse Electric Corp.'s defense arm in Linthicum for a long time.As vice president and chief strategist at Northrop Grumman Corp., he studied the defense electronics company for four years and came to view it as the missing link that could not only broaden Northrop's base but also propel it to become a viable competitor in the shrinking world of defense and aerospace contractors.Largely on his recommendation, Northrop acquired the unit for $3.6 billion in January, and two months later appointed Roche as general manager of what now is known as the Electronic Sensors and Systems Division.

THE PLANNED relocation of some 500 jobs from Hunt Valley to the Sykesville plant of Northrop Grumman Corp. is a vote of confidence in the high-tech future of South Carroll. It is also a sign that local officials are increasingly viewing economic development as a regional effort.The giant defense and aerospace contractor plans to close its 33-year-old facility in Baltimore County and consolidate the electronic sensors operations at its Carroll County plant on Route 32. The move is expected to nearly triple employment at that location within a year.

Northrop Grumman Corp. said yesterday it is launching a hostile bid to acquire TRW Inc. for $5.9 billion, after TRW's board rejected earlier in the day an unsolicited offer made 10 days ago. Northrop said it will take its bid directly to the shareholders by filing a tender offer for TRW with the Securities and Exchange Commission today. Northrop has been preparing for such a hostile bid, anticipating a rejection by Cleveland-based TRW. Northrop, a Los Angeles-based defense contractor that has grown to become an industry powerhouse, proposed a deal with TRW directors Feb. 21, just three days after TRW's chief executive abruptly resigned to take a top post at another aerospace company.

After a federal judge hit Lockheed Martin Corp. and Northrop Grumman Corp. with an unexpected setback this month, many observers began counting the days until the companies gave up their expensive fight for the right to merge.Those skeptics might be counting for some time.Misguided, noble or both, the two aerospace contractors appear determined to stick with their court battle against antitrust regulators until the end of the year, though many doubt they will win."We believe it's the right thing to do, not only for the companies but for the country," said Kent Kresa, Northrop Grumman's president, chief executive and chairman.

Unable to overcome the Pentagon's opposition to the creation of a defense industry superpower, Lockheed Martin Corp. abandoned yesterday its attempt to purchase Northrop Grumman Corp. for $11 billion.The decision hands a victory to government antitrust regulators, who said they had never challenged such a large corporate merger in court, and capitulates to a sharp reversal on the part of Pentagon officials who had previously encouraged the defense industry's consolidation."Continuing the litigation at this point is simply not in the best interests of Lockheed Martin's customers, shareholders or employees," said the Bethesda company's chairman and chief executive officer, Vance D. Coffman.

Defense Secretary William J. Perry, a bookish-looking man with the public demeanor of a slightly distracted bureaucrat, walked into a Pentagon briefing room last month and set off a bomb in American industry.His announcement of two finalists to build the fighter plane of the future drove the third-place company, McDonnell Douglas Corp. of St. Louis, into its recently announced merger with Seattle's Boeing Co.This is something like the CBS television network surrendering itself to ABC, a dramatic reconfiguration of an edifice that seemed too big for such change.

Northrop Grumman Corp.'s hostile bid to acquire TRW Inc. ended with a handshake yesterday, as the two companies announced a $7.8 billion merger agreement that will create the world's second-largest defense company. The deal caps a swift ascent to the top ranks of the industry for Northrop Grumman, adding a major stake in the government satellite business to its portfolio of shipbuilding, aircraft and military electronics manufacturing. Northrop Grumman plans to quickly shed TRW's automotive parts division, close its corporate headquarters in Cleveland and absorb its remaining defense manufacturing businesses.

Northrop Grumman Corp. stock plunged yesterday as investors worried about the company's fate now that Lockheed Martin Corp. has abandoned its $11 billion merger attempt.During a telephone conference, analysts hammered Northrop Grumman Chairman Kent Kresa with questions about whether he would break up the company to revive the 40 percent premium investors had expected if the merger had taken place.Northrop Grumman shares fell $6.75 yesterday to $90.625, a day after dropping $5.1875 on word that talks aimed at settling the government's antitrust suit against the merger had collapsed.

WASHINGTON -- The government filed suit yesterday to block Lockheed Martin Corp.'s $11 billion purchase of Northrop Grumman Corp., saying the deal would cause "higher costs, higher prices and less innovation" for the military.The Pentagon, which had encouraged a great wave of consolidations in the defense industry, agreed with Justice Department antitrust investigators that this acquisition goes too far."No previous merger has raised so many interrelated problems," Defense Secretary William S. Cohen said yesterday in a joint news conference with Attorney General Janet Reno.

A unit of Northrop Grumman Corp.'s Linthicum division has developed a new missile launcher for Navy ships that it says will blow away the system currently built by Lockheed Martin Corp. in Middle River.The competition had better be friendly, though. Lockheed Martin plans to complete its purchase of Northrop Grumman during the first quarter of 1998, so the two sides are soon likely to be part of the same company.It's not something either side likes to talk about, bound as they are by federal trade restrictions until the merger goes through.