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: Frank Moore (Media) (310) 201-3335
Gaston Kent (Investors) (310) 201-3423
For Immediate Release
NORTHROP GRUMMAN MODIFIES PRORATION CALCULATION
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FOR NEWPORT NEWS SHIPBUILDING TENDER OFFER
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LOS ANGELES -- Dec. 10, 2001 -- Northrop Grumman Corporation (NYSE:
NOC) announced today that the previously reported proration calculation for
shares electing cash in its completed offer for Newport News Shipbuilding
(NYSE: NNS) has been modified as a result of final reconciliations.
Pursuant to the proration provisions of the offer, each Newport News share
electing cash in the offer will receive $43.65 in cash and 0.2542 Northrop
Grumman shares, excluding treatment of fractional shares.
In conjunction with the offer, Northrop Grumman also said that it will
issue a total of 13,424,062 of its sharesand will pay a total of
$511,581,719 in cash. Northrop Grumman will include these final
reconciliations in its definitive information statement for the Newport
News special meeting that will be held to approve the merger in order to
complete the acquisition.
Northrop Grumman Corporation is an $18 billion, global 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 nuclear and non-nuclear shipbuilding and systems. With
nearly 100,000 employees and operations in 44 states and 25 countries,
Northrop Grumman serves U.S. and international military, government and
commercial customers.
THE ABOVE NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS REGARDING
THE MERGER OF NORTHROP GRUMMAN AND NEWPORT NEWS. THESE STATEMENTS INVOLVE
RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY NOT BE REALIZED, OR MAY VARY
MATERIALLY FROM RESULTS THAT MAY BE DISCUSSED OR IMPLIED IN THESE
FORWARD-LOOKING STATEMENTS. FACTORS THAT MAY AFFECT ACTUAL RESULTS INCLUDE
THE RISKS INHERENT IN THE SUCCESSFUL INTEGRATION OF NEWPORT NEWS INTO
NORTHROP GRUMMAN'S BUSINESS, THE TIMELY DEVELOPMENT AND MARKET ACCEPTANCE
OF THE PRODUCTS AND SERVICES OF THE COMBINED COMPANIES, NORTHROP GRUMMAN'S
ABILITY TO REMAIN COMPETITIVE IN A HIGHLY COMPETITIVE AND RAPIDLY CHANGING
MARKETPLACE, AND THE OTHER RISKS DETAILED FROM TIME TO TIME IN EACH
COMPANY'S PERIODIC REPORTS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING, BUT NOT LIMITED TO, NORTHROP GRUMMAN'S REPORT ON
FORM 10-K/A FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000.
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1201-266
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