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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. 28
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NEWPORT NEWS SHIPBUILDING INC.
(Name of Subject Company (Issuer))
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PURCHASER CORP. I
A WHOLLY OWNED SUBSIDIARY OF
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. 28 (this "Amendment No. 28") 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 Purchaser Corp. I, a
Delaware corporation and a wholly owned subsidiary of Northrop Grumman (the
"Purchaser") 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 of Northrop Grumman, 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. On November 13, 2001, Northrop Grumman filed
an amended and restated Registration Statement and Prospectus and related
letter of election and transmittal, which were annexed to Amendment No. 25
to Schedule TO as Exhibits (a)(4)(A) and (a)(1)(F).
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 12. EXHIBITS
Item 12 is hereby amended and supplemented as follows:
(a)(5)(FF) Press release, dated November 27, 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
PURCHASER CORP. I
By: /s/ John H. Mullan
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John H. Mullan
Vice President and Secretary
Dated: November 28, 2001
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER -----------
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(a)(5)(FF) Press release, dated November 27, 2001.
Exhibit (a)(5)(FF)
NORTHROP GRUMMAN CORPORATION
Public Information
1840 Century Park East
Los Angeles, California 90067-2199
Telephone: 310-553-6262
Fax: 310-556-4561
Contact: Frank Moore (Media) (310) 201-3335
Gaston Kent (Investors) (310) 201-3423
For Immediate Release
NORTHROP GRUMMAN ANNOUNCES
- --------------------------
NEWPORT NEWS SHIPBUILDING EXCHANGE RATIO
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LOS ANGELES -- Nov. 27, 2001 -- Northrop Grumman Corporation (NYSE:
NOC) announced today in connection with its offer to acquire all of the
outstanding shares (including associated preferred stock purchase rights)
of Newport News Shipbuilding (NYSE: NNS) that the exchange ratio for the
common stock of Newport News has been fixed at 0.7193.
Accordingly, stockholders of Newport News who elect to receive solely
Northrop Grumman common stock in the offer will receive approximately
0.7193 shares for each share of Newport News common stock validly tendered
by the expiration of the offer (subject to the proration procedures and
limitations described in the offer) provided the offering period expires at
12:00 midnight New York City time on Nov. 29, 2001. In the event the
offering period is extended, the exchange ratio will be recalculated and
Northrop Grumman will issue a press release disclosing the new exchange
ratio.
Northrop Grumman also announced pursuant to the Northrop
Grumman-Newport News merger agreement the Parent Stock Value is
approximately $93.84. As a result of this determination and the expected
retirement of certain Newport News indebtedness for Newport News shares as
contemplated by the merger agreement:
o The number of Newport News shares outstanding as of the
expiration of the offer is currently expected to be approximately
32,512,951, and
o The amount of cash available for the offer and the merger,
subject to adjustment according to the terms of the merger
agreement, is currently expected to be approximately
$633,452,178, excluding possible increases for shares issued
pursuant to option exercises and fractional shares.
Northrop Grumman declared on Nov. 20, 2001, a quarterly dividend of 40
cents per share of Northrop Grumman common stock, payable Dec. 15, 2001, to
stockholders of record Dec. 3, 2001. Northrop Grumman also said that
stockholders of Newport News who validly tender their shares in the offer
and whose shares are accepted in the offer prior to Dec. 3, 2001, will be
entitled to receive payment of the declared dividend.
Northrop Grumman also announced that the New York Stock Exchange had
approved for listing the 16,636,885 shares of Northrop Grumman common
stock, including purchase rights, to be issued in the offer. Northrop
Grumman said it expects to have approximately 111,211,390 shares of common
stock outstanding following completion of the transaction.
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
customers.
Newport News' primary business is the design, construction, repair,
overhaul and refueling of nuclear-powered aircraft carriers and submarines
for the U.S. Navy. Newport News also provides ongoing fleet services for
other U.S. Navy vessels through work in overhauling, lifecycle engineering,
and repair. For more information, visit the Newport News Web site:
www.nns.com.
NEWPORT NEWS STOCKHOLDERS SHOULD READ THE REGISTRATION STATEMENT ON
FORM S-4, AS LAST AMENDED ON NOVEMBER 20, 2001, FILED BY NORTHROP GRUMMAN
IN CONNECTION WITH ITS OFFER TO EXCHANGE ALL OF THE OUTSTANDING CAPITAL
STOCK OF NEWPORT NEWS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
CAREFULLY BEFORE MAKING ANY DECISIONS WITH RESPECT TO THE OFFER TO EXCHANGE
BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION. COPIES OF THE
REGISTRATION STATEMENT AND ANY RELATED DOCUMENTS FILED WITH THE SEC WILL
ALSO BE AVAILABLE AT NO CHARGE AT THE SEC'S WEBSITE AT WWW.SEC.GOV.
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THE ABOVE NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS REGARDING
THE MERGER OF NORTHROP GRUMMAN AND NEWPORT NEWS. THESE STATEMENTS INVOLVE
RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY NOT BE REALIZED, OR MAY VARY
MATERIALLY FROM RESULTS THAT MAY BE DISCUSSED IN THESE FORWARD-LOOKING
STATEMENTS. FACTORS THAT MAY AFFECT ACTUAL RESULTS INCLUDE THE RISKS
INHERENT IN COMPLETING THE ACQUISITION OF NEWPORT NEWS ON A TIMELY BASIS,
IF AT ALL, THE SUCCESSFUL INTEGRATION OF NEWPORT NEWS INTO NORTHROP
GRUMMAN'S BUSINESS, THE TIMELY DEVELOPMENT AND MARKET ACCEPTANCE OF THE
PRODUCTS AND SERVICES OF THE COMBINED COMPANIES, NORTHROP GRUMMAN'S ABILITY
TO REMAIN COMPETITIVE IN A HIGHLY COMPETITIVE AND RAPIDLY CHANGING
MARKETPLACE, AND THE OTHER RISKS DETAILED FROM TIME TO TIME IN EACH
COMPANY'S PERIODIC REPORTS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING, BUT NOT LIMITED TO, NORTHROP GRUMMAN'S REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000.
# # #
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