SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 25, 1997
NEWPORT NEWS SHIPBUILDING INC.
(Exact name of registrant as specified in its charter)
Delaware 1-12385 74-1541566
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
4101 Washington Avenue, Newport News, Va. 23607-2770
(Address of principal executive offices) (Zip Code)
(757) 380-2000
(Registrant's telephone number, including area code)
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ITEM 5. Other Events.
The information contained in the Company's News
Releases of September 25, 1997, and October 10, 1997, set forth as Exhibit 20.1
to this Current Report on Form 8-K, is hereby incorporated into this Item 5 by
reference.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits
See pages 2 through 3 of this Report.
20.1 News Releases of Newport News Shipbuilding Inc. dated September 25,
1997 and October 10, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
October 14, 1997 NEWPORT NEWS SHIPBUILDING INC.
/s/ Stephen B. Clarkson
----------------------------
By: Stephen B. Clarkson
Vice President,
General Counsel and Secretary
EXHIBIT 20.1
[LOGO] NEWPORT NEWS
SHIPBUILDING NEWS RELEASE
CONTACT: Chuck Wingfield -- Investor Relations Jerri Fuller-Dickseski--Media
(757) 380-7170 (757) 380-2341
NEWPORT NEWS SHIPBUILDING ANNOUNCES
OPEN MARKET SHARE REPURCHASE PROGRAM
NEWPORT NEWS, Va., September 25, 1997 -- Newport News Shipbuilding
(NYSE: NNS) announced today that it intends to fund a portion of its employee
compensation plan obligations with up to $10 million of shares of its common
stock. This stock will be purchased by the Company through open market and
privately negotiated transactions. In addition, it is expected that purchases of
additional shares will be authorized for this purpose.
"This share repurchase program reflects our confidence in the Company's
future performance," stated Bill Fricks, Chairman and Chief Executive Officer.
"Strength in our core Navy business, and the associated favorable trends we are
experiencing in cash flow, support implementing the program at this time. We
look forward to initiating similar programs as opportunities arise."
Newport News Shipbuilding is America's largest ship design and
construction company. It has produced approximately 800 ships during its 111
years of operations -- including Navy aircraft carriers, submarines, and
cruisers. The company is currently building the nuclear-powered aircraft
carriers HARRY S. TRUMAN and RONALD REAGAN and has begun work in preparation for
construction of the Navy's New Attack Submarine. It is also building eight
additional Double Eagle product tankers. Its 1996 revenues totaled $1.87
billion, with earnings before interest and taxes of $140 million. The current
backlog is approximately $3.1 billion. The workforce numbers 18,000, making it
Virginia's largest private employer.
<PAGE>
[LOGO] NEWPORT NEWS
SHIPBUILDING NEWS RELEASE
CONTACT: Chuck Wingfield--Investor Relations Jerri Fuller-Dickseski--Media
(757) 380-7170 (757) 380-2341
NEWPORT NEWS SHIPBUILDING ANNOUNCES EXPANDED
OPEN MARKET SHARE REPURCHASE PROGRAM
NEWPORT NEWS, Va., October 10, 1997 -- Newport News Shipbuilding (NYSE:
NNS) announced today that its Board of Directors has approved a $35 million
share repurchase program to supplement the previously announced $10 million
repurchase. The repurchases will be accomplished through open market and
privately negotiated transactions. Shares repurchased through the program will
be used primarily to fund ongoing employee compensation and benefit plan
obligations.
"Our favorable cash flow performance, coupled with the solid outlook for
our core Navy business, is allowing us to expand our share repurchase program,"
said Bill Fricks, Chairman and Chief Executive Officer. "Share repurchases
continue to represent a smart use of our cash. Repurchases are accretive at
current trading ranges, and they are also an efficient and cost-effective
approach to funding our employee benefit plans."
Shares repurchased for benefit plans will be held in the NNS Stock
Employee Compensation Trust (SECT). This equity trust will distribute shares to
fund benefit plans as necessary. "The SECT structure benefits Newport News and
its shareholders through lower costs and greater flexibility, while
demonstrating a significant commitment by the Company to its employees to fund
future benefits," said Fricks.
Newport News Shipbuilding is America's premier shipbuilding company with
revenues of approximately $1.8 billion and 18,000 employees. The company is the
leader in the design and construction of nuclear-powered aircraft carriers and
submarines for the U.S. Navy and produces a variety of ships for domestic and
international customers.
