By DANIEL TAUB

Staff Reporter

Northrop Grumman Corp. last week held what could be the final shareholders meeting of a primary Los Angeles aerospace contractor. But stockholders at the meeting, many of them Northrop retirees, were not waxing nostalgic about the industry that helped build L.A.

Most of them seemed to view the event as an opportunity to catch up with former co-workers, rather than as the end of an era.

"These things happen," said David Steybe, 65, an engineer in Northrop's electronics division for 28 years before retiring in 1990. "The world changes. The world has always changed and will continue to change. One must adapt to those changes. There's no other way around it."

Bethesda, Md.-based Lockheed Martin Corp. is seeking to acquire Northrop, but must first overcome objections from the U.S. Defense and Justice departments that the combined company would enjoy a near monopoly over tactical and strategic aircraft, airborne radar, sonar and other defense systems.

Otis Teague, 77, a production line worker who retired in 1983, said he is less concerned about the possible merger's impact on L.A.'s aerospace industry than he is about its impact on his 2,000 shares of stock.

"I don't know what's going to happen," he said. "Is it going to kill our dividends? What's it going to do to us? What's it going to do to the retirees? We depend on the dividends."

The meeting itself was fairly routine, with the biggest news being that Seattle-based Boeing Co.'s cut in 747 jetliner production is expected to decrease Northrop's 1999 revenues by $200 million. However, Northrop Chairman Kent Kresa said he still expects an overall sales growth of 4 percent in 1999.

As for the pending sale of Century City-based Northrop to Lockheed Martin, Kresa stressed that while he continues to believe the merger would be in the best interest of stockholders, he also believes Northrop can continue to survive on its own.

"Should the combination not come to fruition, Northrop Grumman will remain well positioned in our chosen markets, with a strong financial posture and solid, long-term growth prospects," he told stockholders.

Northrop and Lockheed remain in negotiations with the government over possible divestitures that would allow the merger to move forward, but Kresa would not comment on the status of those negotiations.

Without a resolution, the federal government's suit to block the merger is expected to go to trial Sept. 8 and likely will last six weeks, Kresa said last week.

Even with no clear answer on the merger outcome, the June 30 stockholders meeting had indications of a company winding down. Although Northrop did provide valet parking, coffee and pastries to shareholders, the usual goodie bags distributed at stockholders meetings were nowhere to be found. Even an annual report was missing none were printed because officials didn't believe they would be needed, a Northrop spokesman said.

In February, Northrop stockholders voted to approve the acquisition by Lockheed Martin. Northrop officials expected the sale to be completed within months, therefore eliminating the need for a 1998 stockholders meeting.

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