UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 21, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number 1-12385
NEWPORT NEWS SHIPBUILDING INC.
(Exact name of registrant as specified in its charter)
Delaware 74-1541566
State or Other Jurisdiction of IRS Employer
Incorporation or Organization Identification No.
4101 Washington Avenue, Newport News, Virginia 23607-2770
Address of Principal Executive Offices Zip Code
(757) 380-2000
Registrant's Telephone Number, Including Area Code
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Stock, par value $.01 per share: 35,281,205 shares and associated
preferred stock purchase rights as of July 15, 1998.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Reference is made to Note 3, "Commitments and Contingencies" to the Company's
Financial Statements contained herein, which is incorporated in this Item 1 of
Part II by reference.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On June 4, 1998, the Board of Directors of the Company declared a dividend of
one Right for each outstanding share of Common Stock, par value $0.01 per share,
of the Company (the "Common Shares"). The description and terms of the Rights
are set forth in a Rights Agreement dated as of the Close of Business on June
10, 1998, as it may be amended from time to time (the "Rights Agreement"),
between the Company and First Chicago Trust Company of New York, as Rights
Agent.
The Rights were issued to the holders of record of Common Shares outstanding at
the Close of Business on June 10, 1998 (the "Record Date") and, with respect to
Common Shares issued after the Record Date, will be issued until the
Distribution Date (as defined in the Rights Agreement). Each Right, when it
becomes exercisable as described in the Rights Agreement, will entitle the
registered holder to purchase from the Company one one-thousandth (1/1,000th) of
a share of Series A Participating Cumulative Preferred Stock, par value $0.01
per share, of the Company at a price of $105.00.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 15, 1998 the Company held its 1998 Annual Meeting of stockholders. In
addition to the re-election of three Class II directors, two proposals were
presented to the stockholders for their approval. The outcome of the voting on
the two proposals was as follows:
1. Proposal to increase by 200,000 the number of shares authorized for issuance
under the Newport News Shipbuilding Employee Stock Purchase and Accumulation
Plan.
For Against Abstain Broker Non-votes
30,178,250 310,215 93,687 None
2. Proposal to ratify the appointment by the Board of Directors of Arthur
Andersen LLP as the Company's independent accountants for 1998.
For Against Abstain Broker Non-votes
30,401,336 109,533 71,283 None
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit 4.1* Form of Rights Agreement dated as of June 10, 1998, between
Newport News Shipbuilding Inc. and First Chicago Trust Company of
New York, as Rights Agent (Filed as Exhibit No. 1 to the
Company's Registration Statement on Form 8A, dated June 10, 1998,
Commission File No. 001-12385).
Exhibit 4.2* Form Certificate of the Voting Powers, Designations,
Preferences and Relative Participating, Optional and Other Special
Rights and Qualifications, Limitations or Restrictions of Series A
Participating Cumulative Preferred Stock of Newport News
Shipbuilding Inc. (which is attached as Exhibit A to the Rights
Agreement filed as Exhibit 4.1 hereto).
Exhibit 4.3* Form of Right Certificate (which is attached as Exhibit B to
the Rights Agreement filed as Exhibit 4.1 hereto).
Exhibit 4.4* Certificate of Elimination of Newport News Shipbuilding Inc.'s
Series A Participating Junior Preferred Stock (filed in connection
with the expiration of the Company's previous Rights Agreement),
dated June 4, 1998 (Filed as Exhibit 4 to the Company's
Registration Statement on Form 8A, dated June 10, 1998,
Commission File No. 001-12385).
Exhibit 10.1** Employment Agreement between the Company and Mr. David J.
Anderson, Senior Vice President and Chief Financial Officer
of the Company, dated June 1, 1998.
Exhibit 10.2** Employment Agreement between the Company and Mr. Thomas C.
Schievelbein, Executive Vice President of the Company, dated
June 1, 1998.
Exhibit 10.3 Contract (N00024-94-C-2105) between the Company and the United
States Navy for work necessary to prepare and make ready for the
refueling, overhaul, alteration, repair, and maintenance of the
USS Nimitz (CVN 68) and its reactor plants (without schedules,
appendices or exhibits thereto).
Exhibit 10.4 Modification No. P00016 of Contract (N00024-94-C-2105), effective
April 16, 1998, between the Company and the United States Navy
(without schedules, appendices or exhibits thereto).
Exhibit 27.1** Financial Data Schedule
During the second quarter, the Company did not file any current reports on Form
8-K.
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*Incorporated by reference.
**Previously filed
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SIGNATURE
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.
Newport News Shipbuilding Inc.
By David J. Anderson
---------------------------------------------
Senior Vice President and
Chief Financial Officer
Date: August 5, 1998
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AWARD/CONTRACT 1. THIS CONTRACT IS A RATED ORDER RATING D0-A3 PAGE OF PAGES
UNDER DPAS (15 CFR 350) 1 156
2. CONTRACT (PROC. INST. IDENT.) NO. 3. EFFECTIVE DATE 4. REQUISION PURCHASE REQUEST/PROJECT NO.
N00024-94-C-2105 SEE BLOCK 20C N00024-94-NR-91616
5. ISSUED BY N00024 6. ADMINISTERED BY (If other than Item 5) CODE N62793
NAVAL SEA SYSTEMS COMMAND CRITICALITY DESIGNATOR:
BUYER/SYMBOL: C. GRADY SEA 02215G SUPSHIP, NEWPORT NEWS
2531 JEFFERSON DAVIS HWY NEWPORT NEWS, VA 23607-2785
ARLINGTON, VA 22242-5160
PHONE: Area Code 703/602-3772 PRE-AWARD SURVEY: NONE
7. NAME AND ADDRESS OF CONTRACTOR (No., street, city, county, State and ZIP Code) 8. DELIVERY
CEC NO: 00-130-7495
(X) FOB ORIGIN ( ) OTHER (see below)
NEWPORT NEWS SHIPBUILDING
4101 WASHINGTON AVE 9. DISCOUNT FOR PROMPT PAYMENT
NEWPORT NEWS, VIRGINIA 23607
10. SUBMIT INVOICES ITEM 12
TIN NO: 54-03118880 (4 copies unless otherwise specified)
CAGE CODE 73689 FACILITY CODE 43689 TO ADDRESS SHOWN IN
11. SHIP TO/MARK FOR CODE 12. PAYMENT WILL BE MADE BY CODE
(SEE SECTION F OF SCHEDULE) DFAS-CO/CHESAPEAKE DIVISION
P.O. BOX 182264
COLUMBUS, OHIO 43218-2264
13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN 14. ACCOUNTING AND APPROPRIATION DATA
COMPETITION
(X) 10 U.S.C. 2304(c) ( 1 ) ( ) 41 U.S.C. 253(c) ( ) SEE ATTACHMENT "1"
15A ITEM NO. 15B SUPPLIES/SERVICES 15C QTY 15D UNIT 15E UNIT PRICE 15F AMOUNT
(SEE SECTION B OF SCHEDULE)
15G. TOTAL AMOUNT OF CONTRACT $ 2,849,980.00
16. TABLE OF CONTENTS
X'd SEC. DESCRIPTION PAGE(S) X'd SEC. DESCRIPTION PAGE(S)
PART I - THE SCHEDULE PART II - CONTRACT CLAUSES
X A SOLICITATION/CONTRACT FORM 1 X I CONTRACT CLAUSES 129
X B SUPPLIES OR SERVICES AND
PRICES/COSTS 2 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH. 156
X C DESCRIPTION/SPECS/WORK
STATEMENT 6 X J LIST OF ATTACHMENTS
X D PACKAGING AND MARKING 87 PART IV - REPRESENTATIONS AND INSTRUCTIONS
X E INSPECTION AND ACCEPTANCE 90 K REPRESENTATIONS, CERTIFICATIONS
X F DELIVERIES OR PERFORMANCE 95 AND OTHER STATEMENTS OF OFFERORS
X G CONTRACT ADMINISTRATION DATA 97 L INSTS., CONDS., AND NOTICES TO OFFERORS
X H SPECIAL CONTRACT REQUIREMENTS 99 M EVALUATION FACTORS FOR AWARD
CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE
17. ( ) CONTRACTOR'S NEGOTIATED AGREEMENT 18. ( ) AWARD (Contractor is not required to sign
(Contractor is required to sign this document and return __ 2 __ this document.)
copies to issuing office.) Contractor agrees to furnish and deliver Your offer on Solicitation Number including
all items or perform all the services set forth or otherwise identified the additions or changes made by you which
above and on any continuation sheets for the consideration stated herein. additions or changes are set forth in
The rights and obligations of the parties to this contract shall be full above, is hereby accepted as to the
subject to and governed by the following documents: (a) this award/ items listed above and on any continuation
contract, (b) the solictation, if any, and (c) such provisions, sheets. This award consummates the contract
representations, certifications and specifications as are attached or which consists of the following documents:
incorporated by reference herein. (a) the Government's solicitation and your
offer, and (b) this award/contract. No
further contractual document is necessary.
19A. NAME AND TITLE OR SIGNER (Type or print) 20A. NAME OF CONTRACTING OFFICER
T. J. Bradburn JAMES G. LOFGREN
Vice President, Finance Contracting Officer
19B. NAME OF CONTRACTOR 19C. DATE SIGNED 20B. UNITED STATES OF AMERICA 20C. DATE SIGNED
/s/ T.J. BRADBURN 4/21/94 By /s/ JAMES ILLEGIBLE APR 22 1994
- ------------------------------------------------------------------------------------------------------------------------------
(Signature of person authorized to sign) (Signature of Contracting Officer)
NSN 7540-01-152-8069 STANDARD FORM 26 (REV 4-85)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR (48 CFR) 53.214(a)
*U.S. GOVERNMENT PRINTING OFFICE: 1983 0-380-498(91)
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1. CONTRACT ID
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT CODE PAGE OF PAGES
V 1 149
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REG NO. 5. PROJ NO. (if appicable)
P00016 16 APR 98 N00024-98-NR-91639 8-312F-91639
6. ISSUED BY CODE N00024 7. ADMINISTERED BY (if other than Item 6) CODE N62793
NAVAL SEA SYSTEMS COMMAND
BUYER/SYMBOL: Mark McGlynn/SEA 02215M SUPERVISOR OF SHIPBUILDIING
2531 JEFFERSON DAVIS HWY CONVERSION AND REPAIR
ARLINGTON, VA 22242-5160 NEWPORT NEWS, VA 23607-2785
PHONE: Area Code: 703/602-7519 x 213
8. NAME AND ADDRESS OF CONTRACTOR (No. street, country, State and ZIP Code) x 9A. AMENDMENT OF SOLICITATION NO.
NEWPORT NEWS SHIPBUILDING AND DRY DOCK COMPANY
4101 WASHINGTON AVENUE 9B. DATED (SEE ITEM 11)
NEWPORT NEWS, VA 23607
10A. MODIFICATION OF CONTRACT/ORDER
CEC No: 050648757 NO.
TIN No: 54-0318880 x N00024-94-C-2105
DUNS No: 00-130-7495 10B. DATED (SEE ITEM 13)
CAGE CODE 43689 FACILITY CODE 73689 22 APR 94
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers ( ) is extended, ( ) is not
extended. Offers must acknowledge receipt of this Amendment prior to the hour
and date specified in the solicitation as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning 3 copies of the
amendment: (b) By acknowledging receipt of this amendment on each copy of the
offer submitted: or (c) By separate letter or telegram which includes reference
to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (if required)
SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEET
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
X A. THIS CHANGE ORDER IS ISSUED PURSUANT TO (Specify authority) THE CHANGES
SET FORTH IN ITEM 14 ARE MADE IN CONTRACT ORDER NO. IN ITEM 10-A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
CHANGES (such as changes in paying office, appropriation data, etc.) SET FORTH IN
ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
X MUTUAL AGREEMENT OF THE PARTIES
D. OTHER (Specify type of modification and authority)
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and return 2 copies to the issuing office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organization by UCF section headings, including
solicitation/contract subject matter where feasible)
SEE THE FOLLOWING PAGES
Except as provided herein, all terms and conditions referenced in Item 9A or
10A, as heretofore changed, remains unchanged and in full force and effect.
15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
T.C. Schievelbein JAMES G. LOFGREN
Executive Vice President Contracting Officer
15B. CONTRACTOR/OFFEROR 15C DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
/s/ T.C. SCHIEVELBEIN 4/30/98 By /s/ JAMES ILLEGIBLE 4-30-98
- ------------------------------------------------------------------------------------------------------------------------------
(Signature of person authorized to sign) (Signature of Contracting Officer)
NSN 7540-01-152-8070 STANDARD FORM 30 (REV 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR (48 CFR) 53.243
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N00024-94-C-2105
P00016
Page 2
Whereas, the Navy and Newport News Shipbuilding and Dry Dock Company,
hereinafter referred to as the parties, entered into this contract
(N00024-94-C-2105) for the procurement of all advance planning, design,
documentation, engineering, procurement, logistics, shipchecks, fabrication and
preliminary shipyard or support facility work and/or any other work necessary
to prepare and make ready for and accomplish the refueling, overhaul,
alterations, repair, and maintenance of the USS NIMITZ (CVN 68) and is reactor
plants.
Whereas, it was the parties' intention to modify this contract or enter into a
separate contract, at the option of the Government, to perform and accomplish
the CVN 68 availability effort prepared for under this contract; and,
Whereas, the parties have agreed to modify this contract to expand the scope of
work to include such additional work; and
Whereas, the parties have agreed to price the CVN 68 availability accomplishment
effort on a Cost-Plus-Incentive-Fee basis under new Line Items 0009 and 0010 in
accordance with all clauses, terms, and conditions comprising this supplemental
agreement (P00016): and
Now Therefore, the parties agree as follows:
1. On the cover page of the Contract, SF 26, in Block 15G, delete "$399,866,866"
and insert "$1,622,277,737" in lieu thereof.
2. This supplemental agreement incorporates Items 0009 and 0010, and all the
terms, conditions, and clauses applicable to Items 0009 and 0010. All terms and
conditions for Items 0001 - 0008 remain unchanged and in full force and effect;
Items 0001 - 0008 have been and will continue to be governed by the terms and
conditions of Contract N00024-94-C-2105, including the basic contract and
subsequent modifications (P00001 - P00015), in effect prior to this supplemental
agreement.
3. As a result of this modification: (i) the amount obligated on this contract
for Items 0001 through 0008 remains unchanged at $399,866,866; (ii) the amount
obligated on this contract for Items 0009 and 0010 is $1,222,410,871; and, (iii)
the total amount obligated on this contract is increased from $399,866,866 to
$1,622,277,737.
