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):
June 1, 1999
NEWPORT NEWS SHIPBUILDING INC.
(Exact name of registrant as specified in its charter)
Delaware 1-12385 74-1541566
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
4101 Washington Avenue, Newport News, VA 23607
(Address of principal executive offices) (zip code)
(757) 380-2000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events
Newport News Shipbuilding Inc. ("Newport News") announced on June
3, 1999, that it will not increase its bid to merge with Avondale
Industries, Inc. ("Avondale"). This announcement was made after the Company
received formal notification from Avondale that its Board of Directors
determined that it would accept the offer from Litton Industries, Inc. to
acquire Avondale. Newport News Shipbuilding was notified of this decision
on June 1, 1999. On January 19, 1999 Newport News and Avondale agreed to a
stock-for-stock transaction valued at $35.50 per share.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Press Release
2
<PAGE>
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.
Date: June 3, 1999 By: /s/ Stephen B. Clarkson
-----------------------
Name: Stephen B. Clarkson
Title: Vice President, General Counsel
and Secretary
<PAGE>
Exhibit Index
Sequential Page
Exhibit No. Description of Exhibit Number
Exhibit 99.1 Press Release 5
<PAGE>
EX-99.1
PRESS RELEASE
NEWPORT NEWS
SHIPBUILDING
NEWS RELEASE
NEWPORT NEWS DECLINES TO INCREASE
BID FOR AVONDALE INDUSTRIES
NEWPORT NEWS, VA, - June 3, 1999 - Newport News Shipbuilding
(NYSE:NNS) announced today that it will not increase its bid to merge with
Avondale Industries, Inc. This announcement was made after the Company
received formal notification from Avondale that its Board of Directors
determined that it would accept Litton Industries, Inc. offer to acquire
Avondale. Newport News Shipbuilding was notified of this decision on June
1, 1999. On January 19, 1999 Newport News and Avondale agreed to a
stock-for-stock transaction valued at $35.50 per share.
"We thoroughly reviewed the issues and determined that it was not
in the best business interests of our shareholders to raise our offer for
Avondale," said William P. Fricks, Chairman and CEO of Newport News
Shipbuilding.
Newport News Shipbuilding designs and constructs nuclear-powered
aircraft carriers and submarines for the U.S. Navy and provides life-cycle
services for ships in the Navy fleet. The company employs 18,000 people and
has annual revenues of approximately $1.9 billion. visit NNS on the Web at
www.nns.com.
CONTACT: Dave Anderson or Jerri Dickseski - Investors (757) 380-7600
