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
-------------------------------------------------
FOR NEWPORT NEWS SHIPBUILDING MERGER
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Los Angeles - Jan. 24, 2002 - Northrop Grumman Corporation (NYSE: NOC)
announced today the proration calculation for the shares of Newport News
Shipbuilding Inc. common stock not previously purchased in its tender offer
that was completed on Nov. 29, 2001. Northrop Grumman's acquistion of
Newport News was completed through a merger that closed on Jan. 18, 2002.
Northrop Grumman said of the 4,015,533 of the 4,419,623 shares for
which an election was made in the merger elected to receive Northrop
Grumman shares. An additional 404,090 elected to receive cash.
Approximately 1,862,539 shares were surrendered in the merger without an
election or were not surrendered in the merger.
Each Newport News share electing stock in the merger will receive
.7193 Northrop Grumman shares, excluding treatment of fractional shares.
Each Newport News share electing to receive cash in the merger will receive
$67.50 in cash. Those stockholders who did not make an election in
connection with the merger and those stockholders who did not surrender
their shares of Newport News will receive $51.14 in cash and .1743 Northrop
Grumman shares, excluding treatment of fractional shares, upon surrender of
their share certificates.
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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