SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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. 10
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NEWPORT NEWS SHIPBUILDING INC.
(Name of Subject Company (Issuer))
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NORTHROP GRUMMAN CORPORATION
(Names of Filing Persons (identifying status as offeror, issuer or other
person))
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Common Stock, par value, $0.01 per share
(including associated Rights)
(Title of Class of Securities)
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652228107
(CUSIP Number of Class of Securities)
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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
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[_] 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. 10 (this "Amendment No. 10") 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 Northrop Grumman 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, 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.
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 10 of the Schedule TO.
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Item 11. Additional Information.
Item 11 is hereby amended and supplemented as follows:
Northrop Grumman made a report to the U.S. Department of Defense and the
U.S. Department of Justice publicly available, which is attached hereto as
Exhibit (a)(5)(M).
Item 12. Exhibits
Item 12 is hereby amended and supplemented as follows:
(a)(5)(M) Report to U.S. Department of Defense and U.S. Department of Justice,
dated August 3, 2001.
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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
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John H. Mullan
Corporate Vice President and Secretary
Dated: August 21, 2001
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Exhibit Index
Exhibit Description
Number -----------
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(a)(5)(M) Report to U.S. Department of Defense and U.S. Department of
Justice, dated August 3, 2001.
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