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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. 16
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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. 16 (this "Amendment No. 16") amends and supplements
the Tender Offer Statement on Schedule TO as initially filed and dated May
23, 2001 (as previously amended and 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) thereto.
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 October 4, 2001, Kent Kresa, Chairman of the Board, President and
Chief 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)(T) hereto which is incorporated herein by
reference.
ITEM 12 EXHIBITS
Item 12 is hereby amended and supplemented as follows:
(a)(5)(S) Press Release, dated October 5, 2001.
(a)(5)(T) 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
at Newport News, dated October 4, 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: October 5, 2001
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER -----------
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(a)(5)(S) Press Release, dated October 5, 2001.
(a)(5)(T) 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
at Newport News, dated October 4, 2001.
Exhibit (a)(5)(S)
NORTHROP GRUMMAN CORPORATION
Public Information
1840 Century Park East
Los Angeles, California 90067-2199
Telephone: 310-553-6262
Fax: 310-556-4561
Contact: Randy Belote (Media) (703) 875-8525
Gaston Kent (Investors) (310) 201-3423
FOR IMMEDIATE RELEASE
NORTHROP GRUMMAN TO PURSUE DISCUSSIONS
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WITH NEWPORT NEWS SHIPBUILDING
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LOS ANGELES - Oct. 5, 2001 - Northrop Grumman Corporation (NYSE: NOC)
announced that it is pleased with today's decision by Newport News
Shipbuilding's (NYSE: NNS) Board of Directors to pursue discussions with
Northrop Grumman regarding the company's previously announced proposed
acquisition of Newport News.
Northrop Grumman Corporation is a $15 billion global aerospace and
defense company with its worldwide headquarters in Los Angeles. Northrop
Grumman provides technologically advanced, innovative products, services
and solutions in defense and commercial electronics, systems integration,
information technology and non-nuclear shipbuilding and systems. With
80,000 employees and operations in 44 states and 25 countries, Northrop
Grumman serves U.S. and international military, government and commercial
users.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION
OF AN OFFER TO SELL SHARES OF NEWPORT NEWS SHIPBUILDING. THE EXCHANGE OFFER
STATEMENT (INCLUDING THE PROSPECTUS, THE RELATED LETTER OF ELECTION AND
TRANSMITTAL AND OTHER OFFER DOCUMENTS) FILED BY NORTHROP GRUMMAN WITH THE
SEC CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE OFFER. THE PROSPECTUS, THE RELATED
LETTER OF ELECTION AND TRANSMITTAL AND CERTAIN OTHER DOCUMENTS WILL BE MADE
AVAILABLE AT NO CHARGE TO ALL STOCKHOLDERS OF NEWPORT NEWS. THE EXCHANGE
OFFER STATEMENT (INCLUDING THE PROSPECTUS, THE RELATED LETTER OF ELECTION
AND TRANSMITTAL AND ALL OTHER DOCUMENTS FILED WITH THE SEC) WILL ALSO BE
AVAILABLE AT NO CHARGE AT THIS SEC'S WEBSITE AT WWW.SEC.GOV.
# # #
Exhibit (a)(5)(T)
[NORTHROP GRUMMAN LETTERHEAD]
October 4, 2001
Mr. William P. Fricks
Chairman and Chief Executive Officer
Newport News Shipbuilding, Inc.
4101 Washington Avenue
Newport News, Virginia 23607-2770
Dear Bill:
As you are aware, the governmental review process with respect to both our
offer and the General Dynamics offer appears to have entered its final
stages.
We would like to reaffirm that, as we stated in our letter to you dated May
8, 2001, our offer to acquire Newport News is superior to the General
Dynamics transaction. Indeed, we believe that your Board should now deem
our offer to be a Superior Proposal as defined in your Merger Agreement,
and, accordingly, should promptly provide us with the same information you
provided General Dynamics, so that we can be in a position to consummate
promptly the best transaction possible for the shareholders of both our
companies.
We continue, of course, to be willing 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,
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/s/ Kent Kresa
Kent Kresa
Chairman of the Board,
President and Chief Executive Officer