FILED BY NORTHROP GRUMMAN CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF
1933 AND DEEMED FILED PURSUANT TO RULE 14d-2
OF THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: NEWPORT NEWS SHIPBUILDING INC.
COMMISSION FILE NO.: 1-12385
NEWS
NORTHROP GRUMMAN CORPORATION
Public Information
1840 Century Park East
Los Angeles, California
90067-2199
Telephone 310-553-6262
Fax 310-556-4561
[GRAPHIC OMITTED]
Contact: Randy Belote (Media) (703) 875-8450
Gaston Kent (Investors) (310) 201-3423
FOR IMMEDIATE RELEASE
NORTHROP GRUMMAN COMMENCES EXCHANGE OFFER
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FOR ALL OUTSTANDING SHARES OF NEWPORT NEWS SHIPBUILDING
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LOS ANGELES -- May 23, 2001 -- Northrop Grumman Corporation (NYSE:
NOC) announced today the commencement of its exchange offer for all the
outstanding shares of common stock, including associated rights, of Newport
News Shipbuilding Inc. (NYSE: NNS).
The offer states that Newport News shareholders will be provided the
option to receive for their shares $67.50 per share in cash or shares of
Northrop Grumman common stock designed to provide a value of $67.50 per
share, subject to certain proration and other limitations as more fully
described in the offer. The exact exchange ratio will be determined by
dividing $67.50 by the average of the closing sale prices for a share of
Northrop Grumman common stock on the New York Stock Exchange as reported in
The Wall Street Journal over the 10-day trading period ending on the third
trading day before completion of the offer. Northrop Grumman would expect
to issue approximately 16.6 million shares of its common stock to complete
the proposed transaction.
Northrop Grumman also indicated in its offer that if it is provided
the opportunity to conduct a due diligence review of Newport News, Northrop
Grumman would be prepared to enter into negotiations immediately with
respect to all aspects of its offer.
The exchange offer is scheduled to expire at midnight E.D.T. on
Wednesday, June 20, 2001, unless the offer is extended. Northrop Grumman
announced on May 9, 2001, that it had sent a letter to Newport News
offering to acquire Newport News. On May 18, 2001, Northrop Grumman filed a
premerger notification under the Hart-Scott-Rodino Antitrust Improvements
Act with the appropriate governmental agencies.
The consummation of the offer is subject to receipt of a majority of
Newport News shares on a fully diluted basis, termination of the existing
Newport News/General Dynamics merger agreement, the expiration or
termination of waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act and other conditions specified in the offer documents.
Salomon Smith Barney is acting as dealer manager for the exchange offer,
and Mellon Investor Services LLC is acting as the exchange agent. Requests
for assistance or for copies of the offer materials should be directed to
the information agent for the offer, D.F. King & Co. Inc., at 800-758-5378.
In the filing, Northrop Grumman said it expects to fund the cash
portion of its offer from working capital and currently available lines of
credit.
Northrop Grumman Corporation is a $15 billion global aerospace and
defense company with its worldwide headquarters in Los Angeles, California.
Northrop Grumman provides technologically advanced, innovative products,
services and solutions in defense and commercial electronics, systems
integration, information technology and non-nuclear-powered 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 THE SEC'S WEBSITE AT WWW.SEC.GOV.
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