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
NORTHROP GRUMMAN CORPORATION
Public Information
1840 Century Park East
Los Angeles, California 90067-2199
Telephone: 310-553-6262
Fax: 310-556-4561
Contact: Bob Bishop (310) 201-3335
FOR IMMEDIATE RELEASE
NORTHROP GRUMMAN, DOJ, DOD AGREE TO
-------------------------------------
NEWPORT NEWS SHIPBUILDING ACQUISITION TIMELINE
----------------------------------------------------
Los Angeles -- Aug. 10, 2001 -- Northrop Grumman Corporation (NYSE:
NOC) announced today that it will comply with a Department of Justice
request not to issue before Aug. 20, 2001, its intent to consummate its
proposed acquisition of Newport News Shipbuilding Inc. (NYSE: NNS); this
would mean that Northrop Grumman could not consummate such an acquisition
earlier than Sept. 4, 2001 (10 business days after notification).
The agreement was signed by Northrop Grumman, the Department of
Defense (DoD) and the Department of Justice (DoJ), as well as by General
Dynamics Corporation, which also seeks to acquire Newport News. In the
agreement, DoJ and DoD said that they will inform the companies of their
enforcement intentions regarding the transaction after receiving
notification of intent to close.
Northrop Grumman announced on May 9, 2001, its offer to acquire
Newport News Shipbuilding; the company filed its Hart-Scott-Rodino
premerger notification with DoJ on May 18, 2001.
On June 18, 2001, DoJ requested additional information on the
transaction, and Northrop Grumman announced that it would comply. By law,
the waiting period required under Hart-Scott-Rodino would have expired 30
days after Northrop Grumman substantially complied with the request, unless
it was extended by court order or by the consent of Northrop Grumman.
Northrop Grumman has substantially complied with the request. With today's
agreement, the companies, DoJ and DoD have consented to let the review
process proceed.
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 THIS SEC'S WEBSITE AT WWW.SEC.GOV.
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