View:
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------
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. 29
-------------------------
NEWPORT NEWS SHIPBUILDING INC.
(Name of Subject Company (Issuer))
-------------------------
PURCHASER CORP. I
A WHOLLY OWNED SUBSIDIARY OF
NORTHROP GRUMMAN CORPORATION
(Names of Filing Persons (identifying status as
offeror, issuer or other person))
-------------------------
COMMON STOCK, PAR VALUE, $0.01 PER SHARE
(including associated Rights)
(Title of Class of Securities)
-------------------------
652228107
(CUSIP Number of Class of Securities)
-------------------------
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
-------------------------
|_| 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: |X|
This Amendment No. 29 (this "Amendment No. 29") 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)(GG) Press release, dated November 30, 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
----------------------------------------
John H. Mullan
Corporate Vice President and Secretary
PURCHASER CORP. I
By: /s/ John H. Mullan
----------------------------------------
John H. Mullan
Vice President and Secretary
Dated: November 30, 2001
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(a)(5)(GG) Press release, dated November 30, 2001.
Exhibit (a)(5)(GG)
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 COMPLETES
- --------------------------
TENDER OFFER FOR NEWPORT NEWS SHIPBUILDING
- ------------------------------------------
Acquisition Creates Nation's Third Largest Defense Contractor,
World's Largest Naval Shipbuilder
LOS ANGELES -- Nov. 30, 2001 -- Northrop Grumman Corporation (NYSE:
NOC) announced today the completion of its tender offer for all of the
outstanding shares of Newport News Shipbuilding Inc. (NYSE: NNS), creating
the world's largest naval shipbuilder. The tender offer expired at midnight
E.S.T. on Nov. 29, 2001. All shares validly tendered have been accepted for
exchange.
The exchange agent for the offer has advised Northrop Grumman that a
total of approximately 26,469,213 shares were tendered in the offer,
including approximately 14,503,155 delivered through notice of guaranteed
delivery. This represents approximately 81.4% of the outstanding shares of
Newport News common stock.
"Northrop Grumman is now a world-class, fully capable shipbuilding
company with expertise in every class of nuclear and non-nuclear vessel,"
said Kent Kresa, Northrop Grumman's chairman and chief executive officer.
"The acquisition of Newport News affirms our commitment to shipbuilding,
which we expect will generate approximately $4 billion in annual revenues
next year."
As a result of the acquisition, Northrop Grumman is now the nation's
third largest defense contractor with expected 2002 revenues of $18
billion, nearly 100,000 employees and leadership positions in major growth
sectors of the 21st century defense marketplace.
Northrop Grumman will initially operate Newport News as a stand-alone
sector of the company. Over time, all shipbuilding operations will be
combined into one sector to take advantage of increased efficiencies in
procurement, information technology and operating systems. The company
emphasized that it does not intend to merge its various shipyards because
of the vast differences between nuclear and non-nuclear shipbuilding.
Thomas C. Schievelbein, previously executive vice president of Newport
News, has been named a Northrop Grumman corporate vice president and
president of the new Newport News sector. He is also a member of Mr.
Kresa's corporate policy council.
Northrop Grumman President and Chief Operating Officer Dr. Ronald D.
Sugar, Mr. Kresa, and Mr. Schievelbein, along with other senior executives,
are meeting today with Newport News employees, media, union representatives
and federal, state and local officials.
Northrop Grumman said that it intends to acquire the remaining
outstanding shares of Newport News common stock as soon as practicable,
pursuant to a merger of Newport News into a Northrop Grumman subsidiary.
Concurrent with the merger, the name of the subsidiary formed will be
changed to Newport News Shipbuilding Inc. Northrop Grumman said it now has
sufficient shares to cause the merger to occur.
Following the merger, each Newport News stockholder whose shares have
not been tendered and accepted for exchange will have the right to make the
same elections for exchange of their shares as in the offer, subject to the
limitations and proration procedures in the offer.
The value of the Newport News Shipbuilding acquisition is
approximately $2.6 billion, which includes the assumption of approximately
$500 million of Newport News Shipbuilding debt.
Northrop Grumman Corporation is an $18 billion, global 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 nuclear and non-nuclear shipbuilding and systems. With
nearly 100,000 employees and operations in 44 states and 25 countries,
Northrop Grumman serves U.S. and international military, government and
commercial customers.
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 OR IMPLIED IN THESE
FORWARD-LOOKING STATEMENTS. FACTORS THAT MAY AFFECT ACTUAL RESULTS INCLUDE
THE RISKS INHERENT IN 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.
# # #
Members of the news media may receive our releases via e-mail by
registering at: http://www.northgrum.com/cgi-bin/regist_form.cgi
-----------------------------------------
LEARN MORE ABOUT US: Northrop Grumman news releases, product information,
photos and video clips are available on the Internet at:
http://www.northropgrumman.com