UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NEWPORT NEWS SHIPBUILDING INC.
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(Name of Issuer)
COMMON STOCK (PAR VALUE $0.01 PER SHARE)
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(Title of Class of Securities)
652228107
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(CUSIP Number)
JOHN H. MULLAN
NORTHROP GRUMMAN CORPORATION
1840 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(310) 553-6262
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
NOVEMBER 29, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [_]
CUSIP No. 652228107 13D
1 NAME OF REPORTING PERSON
NORTHROP GRUMMAN CORPORATION
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
I.R.S. Identification No. 95-4840775
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 26,241,019
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 26,241,019
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,241,019
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.7%
14 TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Statement") relates to the
common stock, par value $0.01 per share, including the associated preferred
stock purchase rights (such shares and such rights, together, (the "Newport
News Common Stock"), of Newport News Shipbuilding Inc., a Delaware
corporation ("Newport News"). The principal executive offices of Newport
News are located at 4101 Washington Avenue, Newport News, Virginia 23607.
Item 2. Identity and Background.
This Statement is being filed by Northrop Grumman Corporation, a
Delaware corporation ("Northrop Grumman"). The principal business address
of Northrop Grumman is 1840 Century Park East, Los Angeles, California
90067. Northrop Grumman is a global defense company serving customers
worldwide with technologically advanced, innovative products, services and
solutions in defense and commercial electronics, systems integration,
information technology and nuclear and non-nuclear shipbuilding and
systems.
Purchaser Corp. I, a Delaware corporation, is a direct
wholly owned subsidiary of Northrop Grumman. Purchaser Corp. I is not
engaged in any activity other than in connection with the acquisition of
Newport News. The address of the executive offices of Purchaser Corp. I is
1840 Century Park East, Los Angeles, California 90067.
Northrop Grumman and Purchaser Corp. I are referred to
collectively as the "Reporting Persons."
(a)-(c); (f) Information with respect to each of Northrop
Grumman's directors and executive officers is set forth on Schedule I
attached hereto. Each person listed on Schedule I is a citizen of the
United States.
(d)-(e) During the last five years, neither Northrop Grumman nor,
to the best of its knowledge, any of Northrop Grumman's executive officers
and directors listed on Schedule I has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons acquired the Newport News Common Stock in
an exchange offer completed by Purchaser Corp. I on November 29, 2001 for
the exchange of either 0.7193 shares of Northrop Grumman common stock, par
value $1.00 per share, or $67.50 net in cash, for each outstanding share of
Newport News Common Stock (subject to the proration procedures and
limitations described in the offer).
Northrop Grumman will commence a merger through Purchaser Corp. I
to acquire all Newport News shares not tendered and exchanged pursuant to
the offer. Upon completion of the merger, each share of Newport News Common
Stock (other than common stock owned by Newport News, Northrop Grumman or
Purchaser Corp. I and Newport News Common Stock for which appraisal rights
have been exercised in accordance with Delaware law) will be converted into
the right to receive either 0.7193 shares of Northrop Grumman common stock
or $67.50 net in cash (subject to the proration procedures and limitations
described in the offer), such consideration being the same as was given in
the exchange offer.
Item 4. Purpose of the Transaction.
(a)-(b) On November 7, 2001, Northrop Grumman, and Purchaser
Corp. I entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Newport News Shipbuilding Inc., a Delaware corporation, a
copy of which is filed as Annex C to Form S-4 Registration Statement No.
333-61506 filed with the SEC on November 13, 2001 and is incorporated
herein by reference, to acquire all of the outstanding shares of Newport
News Common Stock. All references herein are qualified in their entirety by
reference to the Merger Agreement.
Pursuant to the Merger Agreement, an exchange offer (the "Offer")
was commenced by Northrop Grumman on May 23, 2001 for the right to receive
either 0.7193 shares of Northrop Grumman common stock, par value $1.00 per
share, or $67.50 net in cash, for each outstanding share of Newport News
common stock, par value $0.01 per share (subject to the proration
procedures and limitations described in the offer). The Offer expired at
12:00 midnight, New York City time on November 29, 2001 at which time
Northrop Grumman accepted the approximately 26,241,019 shares of Newport
News which had been tendered in connection with the Offer (such number of
shares representing approximately 80.7% of the shares outstanding as of
November 29, 2001). Following the Offer, Newport News will merge with and
into Purchaser Corp. I (the "Merger"). Once the Merger is effective,
Newport News will cease to exist as a corporation and all of the business,
assets, liabilities and obligations of Newport News will be merged into
Purchaser Corp. I, with Purchaser Corp. I as the surviving corporation (the
"Surviving Corporation").
The purpose of the Merger is for Northrop Grumman to acquire all
Newport News shares not tendered and exchanged pursuant to the Offer. As a
result of the Merger, each share of Newport News Common Stock (other than
common stock owned by Newport News, Northrop Grumman or Purchaser Corp. I
and Newport News Common Stock for which appraisal rights have been
exercised in accordance with Delaware law) will be converted into the right
to receive either 0.7193 shares of Northrop Grumman common stock or $67.50
net in cash (subject to the proration procedures and limitations described
in the Offer) such consideration being the same as was given in the Offer.
Northrop Grumman currently anticipates that the Merger will be completed on
January 16, 2002, or as promptly as practicable thereafter.
Under the Merger Agreement, the respective obligations of
Northrop Grumman, Purchaser Corp. I and Newport News to complete the Merger
are subject to the satisfaction of the conditions that (1) the Merger
Agreement has been adopted by the requisite vote of Newport News'
stockholders, (2) completion of the Offer has occurred and (3) no party is
subject to any order or injunction of a court of competent jurisdiction
which prohibits the Merger.
(c) Not applicable.
(d) The Merger Agreement provides that, because Northrop Grumman
has acquired a majority of the outstanding Newport News Common Stock
pursuant to the Offer, and directly or indirectly owns a majority of the
outstanding Newport News Common Stock, Northrop Grumman is entitled, upon
written request to Newport News, to designate the number of directors,
rounded up to the next whole number, on the Newport News board of directors
so that the percentage of Northrop Grumman's designees on the Newport News
board of directors will equal the percentage of the outstanding Newport
News Common Stock owned by Northrop Grumman and its subsidiaries. Newport
News is obligated upon that request promptly to use its reasonable efforts
to cause Northrop Grumman's designees to be elected.
(e) Other than as a result of the Merger described in Item 3 and
Item 4 above, not applicable.
(f) Not applicable.
(g) Pursuant to the Merger Agreement, the Amended and Restated
Certificate of Incorporation and Bylaws of Purchaser Corp. I, as in effect
immediately prior to the Effective Time, which are included as Annex IV to
the Merger Agreement which is attached as Exhibit 1 hereto, shall
constitute the Restated Certificate of Incorporation and Bylaws of
Purchaser Corp. I which shall be the Surviving Corporation in the Merger
(until amended in accordance with applicable laws). The name of the
Surviving Corporation will be Newport News Shipbuilding Inc.
(h) - (i) Upon consummation of the Merger, (i) the Newport News
Common Stock will be delisted from trading on the New York Stock Exchange
and (ii) Newport News Common Stock will be deregistered under the
Securities Exchange Act of 1934 (as amended).
(j) Except as set forth above or in other Items of this Statement
(which Items are incorporated hereby by reference), or the Merger
Agreement, neither Northrop Grumman nor, to the best of Northrop Grumman's
knowledge, any of the individuals named in Schedule I hereto has any plans
or proposals which relate to or which would result in or relate to any of
the actions specified in subparagraphs (a) through (i) of Item 4 of
Schedule 13D (although Northrop Grumman reserves the right to develop such
plans).
References to, and descriptions of, the Merger Agreement as set
forth above in this Item 4 is qualified in its entirety by reference to the
copies of the Merger Agreement, filed as Annex C to Form S-4 Registration
Statement No. 333-61506 filed with the SEC on November 13, 2001 and
incorporated in this Item 4 in its entirety where such references and
descriptions appear.
Item 5. Interest in Securities of the Issuer.
(a) - (b) Northrop Grumman has acquired and, for the purpose of
Rule 13d-3 promulgated under the Exchange Act, beneficially owns
approximately 26,241,019 shares of Newport News (representing approximately
80.7% of the shares outstanding as of November 29, 2001).
Except as set forth in this Item 5, neither Northrop Grumman, nor
any other person controlling Northrop Grumman nor, to the best knowledge of
Northrop Grumman, any persons named in Schedule I to the Schedule 13D
beneficially owns any shares.
Northrop Grumman has sole power to vote and dispose of 26,241,019
shares.
(c) To the knowledge of Northrop Grumman, no transactions in the
class of securities reported have been effected during the past sixty days
by any person named pursuant to Item 2.
(d) To the knowledge of Northrop Grumman, no other person has the
right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the securities of Newport News.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except as provided in the Merger Agreement and the exhibits
thereto, or as set forth in other Items of this Statement (which Items are
incorporated hereby by reference), to the knowledge of Northrop Grumman
there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of Newport News,
including, but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be filed as Exhibits.
Exhibit 1 -- Agreement and Plan of Merger dated as of November 7,
2001, among Northrop Grumman Corporation, Newport News
Shipbuilding Inc. and Purchaser Corp. I filed as
Annex C to Form S-4 Registration Statement No.
333-61506 filed with the SEC on November 13, 2001
and incorporated herein by reference.
SIGNATURE
After reasonable 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.
Dated: December 11, 2001
Northrop Grumman Corporation
By: /s/ John H. Mullan
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Name: John H. Mullan
Title: Corporate Vice President and
Secretary
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
NORTHROP GRUMMAN CORPORATION
The name, present principal occupation or employment, and the
name of any corporation or other organization in which such employment is
conducted, of each of the directors and executive officers of Northrop
Grumman Corporation is set forth below. Each of the directors and executive
officers is a citizen of the United States. Unless otherwise indicated
below, the business address of each director and executive officer is
Northrop Grumman Corporation, 1840 Century Park East, Los Angeles,
California 90067.
Name and Business Present Principal Occupation or Employment
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Directors
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John T. Chain, Jr. General, United States Air Force (Ret.) and
Chairman of the Board, Thomas Group, Inc.
Lewis W. Coleman President, Gordon and Betty Moore Foundation.
Vic Fazio Senior Partner, Clark & Weinstock.
Phillip Frost Chairman of the board of directors and
Chief Executive Officer of IVAX Corporation.
Kent Kresa Chairman of the board of directors and
Chief Executive Officer of Northrop Grumman.
Charles R. Larson Admiral, United States Navy (Ret.).
Jay H. Nussbaum Executive Vice President of Oracle Services
Industries, a subsidiary of Oracle Corporation.
Aulana L Peters Retired partner of Gibson, Dunn & Crutcher.
John Brooks Slaughter President and Chief Executive Officer, The
National Action Council for Minorities in
Engineering, Inc.
Ronald D. Sugar President and Chief Operating Officer of
Northrop Grumman.
Executive Officers
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Herbert W. Anderson Corporate Vice President, President and
Chief Executive Officer of Northrop Grumman
Information Technology.
Frank G. Brandenberg Corporate Vice President and President of
Northrop Grumman's Component Technologies sector.
Ralph D. Crosby Corporate Vice President and President,
Northrop Grumman Integrated Systems.
Phillip A. Dur Corporate Vice President and President,
Northrop Grumman Ship Systems.
J. Michael Hateley Corporate Vice President and Chief Human
Resources and Administrative Officer for
Northrop Grumman.
Robert W. Helm Corporate Vice President, Government Relations
of Northrop Grumman.
Robert P. Iorizzo Corporate Vice President and President of
Northrop Grumman's Electronic Systems sector.
Kent Kresa Chairman and Chief Executive Officer of
Northrop Grumman.
John H. Mullan Corporate Vice President and Secretary of
Northrop Grumman.
Albert F. Myers Corporate Vice President and Treasurer of
Northrop Grumman.
Roseanne P. O'Brien Corporate Vice President, Communications of
Northrop Grumman.
Thomas C. Schievelbein Corporate Vice President and President,
Newport News sector.
W. Burks Terry Corporate Vice President and General Counsel
of Northrop Grumman.
Richard B. Waugh, Jr. Corporate Vice President and Chief Financial
Officer of Northrop Grumman.
Sandra J. Wright Corporate Vice President and Controller of
Northrop Grumman.