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: Bob Bishop (Media) (310) 201-3335
Gaston Kent (Investors) (310) 201-3423
FOR IMMEDIATE RELEASE
DOJ REQUESTS ADDITIONAL INFORMATION ON NORTHROP GRUMMAN'S
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PLAN TO ACQUIRE NEWPORT NEWS SHIPBUILDING
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LOS ANGELES - June 19, 2001 - Northrop Grumman Corporation (NYSE: NOC)
announced that it intends to comply promptly with a request received
yesterday from the U.S. Department of Justice for additional information
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 regarding
its proposed acquisition of Newport News Shipbuilding (NYSE:NNS).
The waiting period under Hart-Scott-Rodino will expire 30 days after
Northrop Grumman substantially complies with the request unless it is
extended by court order or by the consent of Northrop Grumman.
On May 23, 2001 Northrop Grumman commenced an exchange offer for all
outstanding shares of common stock, including associated rights, of Newport
News Shipbuilding for $67.50 in cash or shares of Northrop Grumman common
stock designed to provide a value of $67.50 per share, subject to certain
proration and other limitations as more fully described in the offer. The
exchange offer is scheduled to expire at midnight, EDT, on June 20, 2001,
unless the offer is extended.
Northrop Grumman Corporation is a $15 billion global aerospace and
defense company with its worldwide headquarters in Los Angeles, California.
Northrop Grumman provides technologically advanced, innovative products,
services and solutions in defense and commercial electronics, systems
integration, information technology and non-nuclear-powered 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 users.
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 THIS SEC'S WEBSITE AT WWW.SEC.GOV.
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