SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________________
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. 25
__________________________
NEWPORT NEWS SHIPBUILDING INC.
(Name of Subject Company (Issuer))
__________________________
PURCHASER CORP. I
a wholly owned subsidiary of
NORTHROP GRUMMAN CORPORATION
(Names of Filing Persons (offeror))
__________________________
Common Stock, par value, $0.01 per share
(including associated Rights)
(Title of Class of Securities)
__________________________
652228107
(CUSIP Number of Class of Securities)
__________________________
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
__________________________
[_] 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. 25 (this "Amendment No. 25") 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 Purchaser Corp. I, a Delaware corporation and a wholly
owned subsidiary of Northrop Grumman (the "Purchaser") 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 of Northrop Grumman, 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 (the
"Registration Statement"), 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. On November 13, 2001, Northrop Grumman filed an amended and
restated Registration Statement and Prospectus, which is annexed to the Schedule
TO as Exhibit (a)(4)(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.
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Item 4. Terms of the Transaction
Item 4 is hereby amended and supplemented as follows:
On November 13, 2001, Northrop Grumman and the Purchaser amended the
following documents to designate the Purchaser as the offeror: Form of Letter of
Election and Transmittal, Form of Notice of Guaranteed Delivery, Form of Letter
to Brokers, Dealers, etc., Form of Letter to Clients, and Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9. These
documents are being filed as exhibits to this Schedule TO and are incorporated
herein by reference.
On November 7, 2001, Northrop Grumman delivered its initial tax
opinion to Newport News in accordance with the terms of the Agreement and Plan
of Merger (the "Merger Agreement") among Northrop Grumman, the Purchaser, and
Newport News and is being filed as an exhibit to this Schedule TO and is
incorporated herein by reference.
Item 11. Additional Information
Item 11 is hereby amended and supplemented as follows:
On November 13, 2001, Northrop Grumman amended their Prospectus, to
reflect a change in the offer consideration, to designate the Purchaser as the
offeror, to reset the expiration date for the offer, and to otherwise reflect
the terms and conditions of the Merger Agreement, and is hereby incorporated by
reference.
Item 12. Exhibits
Item 12 is hereby amended and supplemented as follows:
(a)(1)(F) Form of Letter of Election and Transmittal (incorporated by reference
to exhibit 99.8 to Northrop Grumman's amended and restated
Registration Statement on Form S-4 filed on November 13, 2001).
(a)(1)(G) Form of Notice of Guaranteed Delivery (incorporated by reference to
exhibit 99.9 to Northrop Grumman's amended and restated Registration
Statement on Form S-4 filed on November 13, 2001).
(a)(1)(H) Form of Letter to Brokers, Dealers, etc. (incorporated by reference to
exhibit 99.10 to Northrop Grumman's amended and restated Registration
Statement on Form S-4 filed on November 13, 2001).
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(a)(1)(I) Form of Letter to Clients (incorporated by reference to exhibit 99.11
to Northrop Grumman's amended and restated Registration Statement on
Form S-4 filed on November 13, 2001).
(a)(1)(J) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (incorporated by reference to exhibit 99.12 to
Northrop Grumman's amended and restated Registration Statement on Form
S-4 filed on November 13, 2001).
(a)(4)(A) Prospectus relating to Northrop Grumman Shares to be issued in the
Offer (incorporated by reference from Northrop Grumman's amended and
restated Registration Statement on Form S-4 filed on November 13,
2001).
(h)(2) Tax Opinion (incorporated by reference to exhibit 8.2 to Northrop
Grumman's amended and restated Registration Statement on Form S-4
filed on November 13, 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
------------------------------------
John H. Mullan
Corporate Vice President and Secretary
PURCHASER CORP. I
By: /s/ John H. Mullan
------------------------------------
John H. Mullan
Vice President and Secretary
Dated: November 13, 2001
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Exhibit Index
Exhibit
Number Description
------ -----------
(a)(1)(F) Form of Letter of Election and Transmittal (incorporated by
reference to exhibit 99.8 to Northrop Grumman's amended and
restated Registration Statement on Form S-4 filed on November 13,
2001).
(a)(1)(G) Form of Notice of Guaranteed Delivery (incorporated by reference
to exhibit 99.9 to Northrop Grumman's amended and restated
Registration Statement on Form S-4 filed on November 13, 2001).
(a)(1)(H) Form of Letter to Brokers, Dealers, etc. (incorporated by
reference to exhibit 99.10 to Northrop Grumman's amended and
restated Registration Statement on Form S-4 filed on November 13,
2001).
(a)(1)(I) Form of Letter to Clients (incorporated by reference to exhibit
99.11 to Northrop Grumman's amended and restated Registration
Statement on Form S-4 filed on November 13, 2001).
(a)(1)(J) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (incorporated by reference to exhibit 99.12
to Northrop Grumman's amended and restated Registration Statement
on Form S-4 filed on November 13, 2001).
(a)(4)(A) Prospectus relating to Northrop Grumman Shares to be issued in
the Offer (incorporated by reference from Northrop Grumman's
amended and restated Registration Statement on Form S-4 filed on
November 13, 2001).
(h)(2) Tax Opinion (incorporated by reference to exhibit 8.2 to Northrop
Grumman's amended and restated Registration Statement on Form S-4
filed on November 13, 2001).
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