-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C9KEapsno/aWHToXgobdKHihp3PmEzaRMsgUfXMY6kIMatGLBuZbsynAZT+TtHi+ 2ixrleqSmbsPSDu8TkjPaw== 0000895345-01-500660.txt : 20020411 0000895345-01-500660.hdr.sgml : 20020411 ACCESSION NUMBER: 0000895345-01-500660 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011126 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEWPORT NEWS SHIPBUILDING INC CENTRAL INDEX KEY: 0001025361 STANDARD INDUSTRIAL CLASSIFICATION: SHIP & BOAT BUILDING & REPAIRING [3730] IRS NUMBER: 741541566 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48335 FILM NUMBER: 1798781 BUSINESS ADDRESS: STREET 1: 4101 WASHINGTON AVE STREET 2: LEGAL DEPT CITY: NEWPORT NEWS STATE: VA ZIP: 23607 BUSINESS PHONE: 7573802000 MAIL ADDRESS: STREET 1: 4101 WASHINGTON AVE CITY: NEWPORT NEWS STATE: VA ZIP: 23607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHROP GRUMMAN CORP /DE/ CENTRAL INDEX KEY: 0001133421 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 954840775 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1840 CENTURY PK E STREET 2: C/O NORTHROP GRUMMAN CORP CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105536262 MAIL ADDRESS: STREET 1: 1840 CENTURY PARK EAST STREET 2: C/O NORTHROP GRUMMAN CORP CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: NNG INC DATE OF NAME CHANGE: 20010129 SC TO-T/A 1 sftota4.txt SCHEDULE TO (AMENDMENT #27) 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. 27 ------------------------------------------ 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: [ ] This Amendment No. 27 (this "Amendment No. 27") 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)(EE) Press release, dated November 21, 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 21, 2001 EXHIBIT INDEX EXHIBIT DESCRIPTION NUMBER ----------- - ------ (a)(5)(EE) Press release, dated November 21, 2001. EX-99.(A)(5)(EE) 3 exa5ee.txt EXHIBIT (A)(5)(EE) Exhibit (a)(5)(EE) 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) (443) 994-1489 Gaston Kent (Investors) (310) 201-3423 FOR IMMEDIATE RELEASE NORTHROP GRUMMAN REGISTRATION STATEMENT - --------------------------------------- DECLARED EFFECTIVE - ------------------ Los Angeles - Nov. 21, 2001 - Northrop Grumman Corporation (NYSE: NOC) today announced that the Registration Statement on Form S-4 filed with the Securities and Exchange Commission in connection with its offer for all outstanding shares of common stock, including associated rights, of Newport News Shipbuilding Inc. (NYSE: NNS) has been declared effective by the SEC. 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. 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. ----------- # # # 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 -----END PRIVACY-ENHANCED MESSAGE-----