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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 2
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NEWPORT NEWS SHIPBUILDING INC.
(Name of Subject Company (Issuer))
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NORTHROP GRUMMAN CORPORATION
(Names of Filing Persons (identifying status as offeror,
issuer or other person))
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COMMON STOCK, PAR VALUE, $0.01 PER SHARE
(including associated Rights)
(Title of Class of Securities)
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652228107
(CUSIP Number of Class of Securities)
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JOHN H. MULLAN
NORTHROP GRUMMAN CORPORATION
CORPORATE VICE PRESIDENT AND SECRETARY
1840 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(301) 553-6262
(Name, address, and telephone number of person
authorized to receive notices and communications on behalf of filing persons)
WITH A COPY TO:
STEPHEN FRAIDIN
FRIED, FRANK, HARRIS, SHRIVER & Jacobson
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004-1980
(212) 859-8000
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|_| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: |_|
This Amendment No. 2 (this "Amendment No. 2") amends and supplements
the Tender Offer Statement on Schedule TO, initially filed and dated May
23, 2001 (as previously amended and as amended hereby, the "Schedule TO")
filed by NORTHROP GRUMMAN CORPORATION, a Delaware corporation, ("Northrop
Grumman") relating to the offer (the "Offer") by Northrop Grumman to issue,
upon the terms and subject to the conditions set forth herein and in the
related letter of election and transmittal, shares of common stock, par
value $1.00 per share (the "Northrop Grumman Shares") designed to have a
value of $67.50 per share or pay $67.50 per share in cash (subject to the
election and proration procedures and limitations in the Prospectus
(defined below) and related letter of election and transmittal) for each
outstanding share of common stock, par value $0.01 per share (the "Common
Stock") of NEWPORT NEWS SHIPBUILDING INC., a Delaware corporation,
("Newport News") including the associated Series A participating cumulative
preferred stock purchase rights issued pursuant to the Newport News
stockholder protection rights agreement (the "Rights" and together with the
Common Stock, the "Newport News Shares").
Northrop Grumman has filed a registration statement with the
Securities and Exchange Commission on Form S-4, relating to the Northrop
Grumman Shares to be issued to stockholders of Newport News in connection
with the tender offer, as set forth in the prospectus which is a part of
the registration statement (the "Prospectus"), and the related letter of
election and transmittal, which were annexed to the Schedule TO as Exhibits
(a)(4) and (a)(1)(A) hereto.
All of the information in the Prospectus and the related letter of
election and transmittal, and any prospectus supplement or other supplement
thereto related to the offer hereafter filed with the Securities and
Exchange Commission by Northrop Grumman, is hereby incorporated by
reference in answer to items 2 through 11 of the Schedule TO.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 5 is hereby amended and supplemented as follows:
On June 15, 2001, Kent Kresa, Chairman of the Board, President and
Chief Executive Officer of Northrop Grumman sent to William Fricks,
Chairman and Chief Executive Officer of Newport News the letter filed as
Exhibit (a)(5)(E) hereto which is incorporated herein by reference.
ITEM 12. EXHIBITS
Item 12 is hereby amended and supplemented as follows:
(a)(5)(E) Letter sent by Kent Kresa, Chairman of the Board, President
and Chief Executive Officer of Northrop Grumman to William
Fricks, Chairman and Chief Executive Officer of Newport
News, dated June 15, 2001.
Signature
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
NORTHROP GRUMMAN CORPORATION
By: /s/ John H. Mullan
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John H. Mullan
Corporate Vice President
and Secretary
Dated: June 15, 2001
EXHIBIT INDEX
Exhibit Description
Number -----------
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(a)(5)(E) Letter sent by Kent Kresa, Chairman of the Board, President
and Chief Executive Officer of Northrop Grumman to William
Fricks, Chairman and Chief Executive Officer of Newport
News, dated June 15, 2001.
Exhibit (a)(5)(E)
[NORTHROP GRUMMAN LETTERHEAD]
15 June 2001
Mr. William P. Fricks
Chairman and Chief Executive Officer
Newport News Shipbuilding, Inc.
4101 Washington Avenue
Newport News, Virginia 23607-2770
Dear Bill:
We were obviously disappointed that your response to Northrop Grumman's
offer was to not take a position until you had obtained additional
information regarding the position of the Department of Defense and
Department of Justice with respect to both our offer and the General
Dynamics offer. As you are aware, this governmental review process is now
well underway.
We believe it would clearly be in the best interests of Newport News, its
shareholders and the employees of both our companies, if during the
pendency of the governmental review process we are provided the same
information you provided General Dynamics, so that we can be in a position
to consummate the best transaction possible for the shareholders of both
our companies. At this time we are not asking that you terminate the
General Dynamic Merger Agreement, or even that we receive the same
treatment as General Dynamics under Newport News' Rights Plan or that the
$50 million break-up fee be rescinded.
In considering our request, we hope that you will keep in mind two
important items in connection with our offer. First, it is obvious that
there are substantial antitrust problems facing the General Dynamics
Merger. Second, as stated in our Exchange Offer, if we are provided the
opportunity to conduct a due diligence review of Newport News, we would be
prepared to immediately negotiate all aspects of our Exchange Offer.
We are, of course, prepared to enter into an appropriate Confidentiality
Agreement to facilitate our discussions. Please contact me as soon as
possible so that we can promptly commence our due diligence process.
I look forward to hearing from you.
Very truly yours,
/s/ Kent Kresa
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Kent Kresa