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): November 10, 1998
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.
On May 21, 1998, the Securities and Exchange Commission
(the "SEC") adopted amendments to Rule 14a-4(c) under the Securities Exchange
Act of 1934, as amended (the "Rule"). Generally, under the Rule, a proxy may
confer discretionary authority to vote on any matter in the event that, among
other things, the Company did not receive notice of the matter at least 45 days
before the month and day on which the Company's proxy materials were mailed for
the prior year's annual meeting. For the Company's 1999 Annual Meeting of
Stockholders, this date would be March 3, 1999 (45 days before April 17--the
date that the Company's 1998 proxy materials were mailed).
The deadline under the Rule is in addition to the deadline for submission by a
stockholder of business proposed to be brought before the Annual Meeting of
Stockholders under the Company's Bylaws (as Amended and Restated October 12,
1998). The Company's Bylaws require, among other things, that, for any matter to
be properly brought before the Annual Meeting of Stockholders, proper notice be
received by the Secretary of the Company at the Company's principal executive
offices not later than the close of business on the seventieth day nor earlier
than the close of business on the ninetieth day prior to the first anniversary
of the preceding year's Annual Meeting of Stockholders. For the Company's 1999
Annual Meeting of Stockholders the relevant dates under the Company's Bylaws
would be not later than March 6, 1999, nor earlier than February 14, 1999.
The requirement under the Rule is also in addition to the deadline under SEC
Rule 14a-8(c) for submission of matters to be considered for inclusion in the
Company's proxy statement (December 18, 1998 for the 1999 Annual Meeting of
Stockholders).
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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.
November 12, 1998 NEWPORT NEWS SHIPBUILDING INC.
/s/ Stephen B. Clarkson SBC
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By: Stephen B. Clarkson
Vice President, General Counsel and
Secretary
