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. 1
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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. 1 (this "Amendment No. 1") amends and supplements
the Tender Offer Statement on Schedule TO, dated May 23, 2001 (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) hereto.
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
(a)(5)(C) Summary advertisement published on May 23, 2001 in the
Wall Street Journal.
(a)(5)(D) Press Release, dated May 23, 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
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John H. Mullan
Corporate Vice President and Secretary
Dated: May 24, 2001
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER -----------
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(a)(5)(C) Summary advertisement published on May 23, 2001 in the
Wall Street Journal.
(a)(5)(D) Press Release, dated May 23, 2001.