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
DEPARTMENT OF JUSTICE CLEARS NORTHROP GRUMMAN
---------------------------------------------
OFFER TO ACQUIRE NEWPORT NEWS SHIPBUILDING
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Transaction to Create Fully Capable, Fully Competitive
Nuclear and Non-Nuclear Shipbuilder
LOS ANGELES - Nov. 2, 2001 - Northrop Grumman Corporation (NYSE: NOC)
stated that it was informed today that the Department of Justice had closed
its investigation of the company's previously announced proposal to acquire
Newport News Shipbuilding Inc. (NYSE: NNS), thereby allowing the company to
proceed with the acquisition of Newport News Shipbuilding of Newport News,
Va.
Kent Kresa, Northrop Grumman chairman and chief executive officer,
stated, "We are very pleased with the action taken today by the Department
of Justice. We believe a combination of Northrop Grumman and Newport News
Shipbuilding will serve the best interests of our shareholders, employees
and customers as it continues to provide competition in an industry vital
to the security and defense of our nation. With Newport News, we will
create a world-class, fully capable shipbuilding enterprise with expertise
in every class of nuclear and non-nuclear vessels," he added.
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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