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 ANNOUNCES PRORATION CALCULATION
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FOR NEWPORT NEWS SHIPBUILDING TENDER OFFER
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LOS ANGELES -- Dec. 5, 2001 -- Northrop Grumman Corporation (NYSE:
NOC) announced today the proration calculation in connection with the
completion of its offer to acquire all outstanding shares (including
associated rights) of Newport News Shipbuilding Inc. (NYSE: NNS). The
company said of the 26,241,019 shares tendered and accepted pursuant to the
offer (14,274,961 of which were tendered by guaranteed delivery),
11,719,271 elected to receive cash, 14,495,896 elected to receive Northrop
Grumman shares and 25,852 made no election.
Pursuant to the proration provisions of the offer, each Newport News
share electing cash in the offer will receive $43.63 in cash and 0.2544
Northrop Grumman shares (excluding treatment of fractional shares). Each
Newport News share electing to receive Northrop Grumman shares in the offer
will receive 0.7193 Northrop Grumman shares (excluding treatment of
fractional shares).
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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1201-263
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