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: Randy Belote (Media) (443) 994-1489
Gaston Kent (Investors) (310) 201-3423
FOR IMMEDIATE RELEASE
NORTHROP GRUMMAN EXTENDS TENDER OFFER
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FOR ALL OUTSTANDING SHARES OF NEWPORT NEWS SHIPBUILDING
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Los Angeles -Oct. 25, 2001 - Northrop Grumman Corporation (NYSE: NOC)
today announced that it has extended its pending exchange offer for all
outstanding shares of common stock, including associated rights, of Newport
News Shipbuilding Inc. (NYSE: NNS) from Oct. 25, 2001, to Nov. 8, 2001 at
midnight E.D.T.
Approximately 7,032,107 shares of Newport News Shipbuilding common
stock had been tendered to Northrop Grumman as of 5:00 p.m. E.D.T. on Oct.
25, 2001, including approximately 2,875,035 shares tendered pursuant to
notices of guaranteed delivery.
On Oct. 23, 2001, the Department of Defense concluded that the
benefits and savings offered by the proposed Northrop Grumman acquisition
of Newport News were comparable to the savings of the proposed General
Dynamics/Newport News merger and the Northrop Grumman transaction had the
additional benefit of preserving competition. On that date, the Department
of Justice announced that it had filed suit to block General Dynamic's
proposed acquisition of Newport News. Northrop Grumman has not completed
its due diligence regarding Newport News nor has it completed the
negotiation of a possible merger agreement: Northrop Grumman may modify its
offer and reserves the right to do so.
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.
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