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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 27, 1997
REGISTRATION NO. 1-12385
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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NEWPORT NEWS SHIPBUILDING INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 74-1541566
(STATE OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
4101 WASHINGTON AVENUE
NEWPORT NEWS, VIRGINIA 23607
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES AND IS
EFFECTIVE UPON FILING PURSUANT TO GENERAL INSTRUCTION A.(C)(1), PLEASE CHECK
THE FOLLOWING BOX. [_]
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES AND IS
TO BECOME EFFECTIVE SIMULTANEOUSLY WITH THE EFFECTIVENESS OF A CONCURRENT
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PURSUANT TO GENERAL
INSTRUCTION A.(C)(2), PLEASE CHECK THE FOLLOWING BOX. [_]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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<S> <C>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON
TO BE SO REGISTERED WHICH EACH CLASS IS TO BE REGISTERED
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Common Stock ($.01 Par Value) (and
associated Preferred Stock Purchase Chicago Stock Exchange
Rights)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Registrant's securities to be registered on the Chicago
Stock Exchange is contained on the outside front cover page and in the
sections entitled "Summary of Certain Information" (p. 2), "Capitalization"
(p. 38), "Description of Capital Stock" (p. 80) and "Antitakeover Effects of
Certain Provisions" (p. 81) which were included in the Registrant's
Registration Statement on Form 10 dated November 6, 1996, filed with the
Securities and Exchange Commission (File No. 1-12385), which are incorporated
by reference herein.
ITEM 2. EXHIBITS.
The securities described herein are to be registered on the Chicago Stock
Exchange, on which no other securities of the Registrant are registered.
Accordingly, the following exhibits, required in accordance with Part II to
the Instructions as to Exhibits on Form 8-A, shall be filed with the Chicago
Stock Exchange:
(a) Registrant's Registration Statement on Form 10, as amended
(Registration No. 1-12385).
(b) Registrant's Quarterly Report on Form 10-Q (File No. 1-9864) for the
quarter ended September 30, 1996.
(c) Restated Certificate of Incorporation of the Registrant dated as of
December 11, 1996.
(d) Amended and Restated By-laws of the Registrant dated as of December
11, 1996.
(e) Rights Agreement dated as of December 11, 1996 between Newport News
Shipbuilding Inc. and First Chicago Trust Company, as Rights Agent.
(f) Specimen of the Registrant's Common Stock Certificate.
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SIGNATURE
PURSUANT TO THE REQUIREMENTS OF SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THERETO DULY AUTHORIZED.
(Registrant) NEWPORT NEWS
SHIPBUILDING INC.
Date: February 27, 1997
/s/ Stephen B. Clarkson
By:__________________________________
Stephen B. Clarkson
Vice President and Secretary
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