SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM 11-K
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|X| ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-12385
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
NEWPORT NEWS SHIPBUILDING
SAVINGS (401(K)) PLAN FOR UNION ELIGIBLE EMPLOYEES
4101 WASHINGTON AVENUE
NEWPORT NEWS, VIRGINIA 23607
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
NEWPORT NEWS SHIPBUILDING INC.
4101 WASHINGTON AVENUE
NEWPORT NEWS, VIRGINIA 23607
<PAGE>
NEWPORT NEWS SHIPBUILDING SAVINGS (401(K)) PLAN
FOR UNION ELIGIBLE EMPLOYEES
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1998 AND 1997
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Newport News Shipbuilding Inc.:
We have audited the accompanying statements of net assets available for benefits
of the Newport News Shipbuilding Savings (401(k)) Plan for Union Eligible
Employees (the "Plan") as of December 31, 1998 and 1997, and the related
statement of changes in net assets available for benefits for the year ended
December 31, 1998. These financial statements and the supplemental schedules
referred to below are the responsibility of the plan administrator. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1998 and 1997, and the changes in its net assets available for
benefits for the year ended December 31, 1998, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and loans or fixed income obligations as of December 31,
1998, and schedule of reportable transactions for the year ended December 31,
1998, are presented for purposes of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedules have been subjected to the auditing procedures applied in
our audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
Washington, D.C.
June 4, 1999
<PAGE>
<TABLE>
<CAPTION>
NEWPORT NEWS SHIPBUILDING SAVINGS (401(K)) PLAN
FOR UNION ELIGIBLE EMPLOYEES
TABLE OF CONTENTS
<S> <C>
PAGE
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 1998 and 1997 1
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 1998 2
NOTES TO FINANCIAL STATEMENTS
As of December 31, 1998 and 1997 3
ITEM 27(A) -SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1998 9
ITEM 27(B) -SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
As of December 31, 1998 10
ITEM 27(D) -SCHEDULE OF REPORTABLE TRANSACTIONS
For the Year Ended December 31, 1998 11
SCHEDULES OMITTED BECAUSE THERE WERE NO SUCH ITEMS
As of and for the Year Ended December 31, 1998
Item 27(c) - Schedule of Leases in Default or Classified as Uncollectible
Item 27(e) - Schedule of Nonexempt Transactions
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEWPORT NEWS SHIPBUILDING SAVINGS (401(K)) PLAN
FOR UNION ELIGIBLE EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1998 AND 1997
<S> <C>
1998 1997
--------- --------
ASSETS:
Cash $ - $ 513
Investments, at fair market value-
Signet Investment Money Market Account - 3,611,964
Evergreen Treasury Money Market Fund 4,273,280 -
Shares of Registered Investment Companies:
Fidelity Spartan U.S. Equity Index Portfolio - 7,278,828
Fidelity Spartan U.S. Bond Index Portfolio - 1,583,900
First Union Enhanced Stock Market Fund 10,691,815 -
Fidelity U.S. Bond Index Fund 1,904,976 -
Evergreen Foundation Fund 134,514 -
Evergreen Fund 121,489 -
Evergreen U.S. Government Fund 86,220 -
Evergreen Omega Fund 298,052 -
Common stock:
Tenneco Inc. Common Stock 418,550 601,269
Newport News Shipbuilding Inc. Common Stock 991,643 500,034
El Paso Natural Gas Company Common Stock 79,010 94,563
Participant Loans 863,921 553,723
----------- -----------
Total investments 19,863,470 14,224,281
----------- -----------
Receivables-
Participants' contributions 191,038 235,320
Dividends - 9,681
Interest 3,412 26,208
----------- -----------
Total assets 20,057,920 14,496,003
----------- -----------
LIABILITIES:
Management fees payable 4,293 3,985
Other liabilities 79,769 -
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $19,973,858 $14,492,018
=========== ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
- 1 -
<PAGE>
<TABLE>
<CAPTION>
NEWPORT NEWS SHIPBUILDING SAVINGS (401(K)) PLAN
FOR UNION ELIGIBLE EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
<S> <C>
ADDITIONS:
Participants' contributions $ 3,291,740
Net realized and unrealized gains 2,471,988
Dividends 179,906
Interest 118,094
------------
Total additions 6,061,728
------------
DEDUCTIONS:
Benefits paid to participants 575,595
Other payments 4,293
------------
Total deductions 579,888
------------
NET ADDITIONS 5,481,840
NET ASSETS AVAILABLE FOR BENEFITS, December 31, 1997 14,492,018
------------
NET ASSETS AVAILABLE FOR BENEFITS, December 31, 1998 $19,973,858
============
</TABLE>
The accompanying notes are an integral part of this financial statement.
- 2 -
<PAGE>
NEWPORT NEWS SHIPBUILDING SAVINGS (401(K)) PLAN
FOR UNION ELIGIBLE EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1998 AND 1997
1. DESCRIPTION OF THE PLAN:
GENERAL
The Newport News Shipbuilding Savings (401(k)) Plan for Union Eligible Employees
(the "Plan"), was adopted on July 1, 1992, by Newport News Shipbuilding Inc.
(the "Company" or "NNS"). The Plan is intended to constitute a defined
contribution 401(k) plan that provides for tax-deferred savings for
participants. The Company and First Union National Bank (the "Trustee") have
executed the Newport News Shipbuilding Savings (401(k)) Plan Trust Agreement,
which provides for the investment and reinvestment of the assets of the Plan.
The Plan is administered by the Company's Benefits Committee (the "Committee").
The members of the Committee are appointed by the Company's Board of Directors
(the "Board").
ELIGIBILITY AND CONTRIBUTIONS
All union employees with at least 90 days of continuous service are eligible to
participate in the Plan. Participants may elect to voluntarily contribute a
percentage of their annual before-tax compensation, not to exceed IRS-imposed
limitations, through equal pay period deductions. Contributions can range from 1
percent to 15 percent of annual compensation.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution and
an allocation of the Plan's earnings or losses. Allocations are based on the
participant's account balance, as defined in the plan document. Participants are
immediately vested in their accounts.
PAYMENT OF BENEFITS
Upon termination of employment, including layoff, distributions to participants
are generally made via single lump sum payments. Participants whose account
balances exceed $3,500 (or have ever exceeded this amount at the time of a
previous distribution) have the right to defer the distribution of their account
balances until they reach the age of 62.
- 3 -
<PAGE>
INVESTMENT OPTIONS
Upon enrollment in the Plan, participants may direct their contributions in 10
percent increments in any of the eight investment options that are selected by
the Committee. The Committee has currently selected the following options:
EVERGREEN TREASURY MONEY MARKET FUND - A money market fund invested exclusively
in short-term U.S. government obligations which are fully guaranteed as to
principal and interest by the U.S. government.
EVERGREEN U.S. GOVERNMENT FUND - A diverse portfolio of mortgage-backed
securities, asset-backed securities, collateralized mortgage obligations, and
debt instruments issued or guaranteed by the U.S. government.
FIDELITY U.S. BOND INDEX FUND - A diverse portfolio of mortgage-backed
obligations and corporate debt issues. The fund attempts to duplicate an
aggregate bond index.
FIRST UNION ENHANCED STOCK MARKET FUND - A diverse common stock fund that
attempts to duplicate the Standard and Poor's Index of 500 common stocks.
EVERGREEN FOUNDATION FUND - A diverse portfolio of investments in domestic
common stocks, preferred stocks, securities convertible into or exchangeable for
common stocks, corporate and U.S. government debt obligations, and short-term
debt instruments, such as commercial paper.
EVERGREEN OMEGA FUND - A diverse portfolio of investments in small, medium, and
large company stocks convertible into common stocks.
EVERGREEN FUND - A diverse portfolio of domestic investments in common stocks of
companies with innovative and entrepreneurial management that exhibit sound
financial business practices.
NEWPORT NEWS SHIPBUILDING INC. COMMON STOCK FUND - Contributions are invested
in the common stock of the Company.
Participants may change their investment options on a daily basis.
The Plan holds investments in the Tenneco Inc. Common Stock Fund and El Paso
Natural Gas Company Common Stock Fund, as a result of a stock split that
occurred on the date the Company was spun-off from its former parent, Tenneco
Inc. Investments in these stocks may be held or sold and reinvested by
participants. However, participants cannot purchase additional shares of Tenneco
Inc. and El Paso Natural Gas Company Common Stock Funds.
- 4 -
<PAGE>
Investments in the Tenneco Inc. Common Stock Fund, Newport News Shipbuilding
Inc. Common Stock Fund, and El Paso Natural Gas Company Common Stock Fund are
assigned units of participation. The unit value is determined daily upon the
fair market value of the underlying net assets. The total units assigned to
participants and the unit values at December 31, 1998, were as follows:
<TABLE>
<CAPTION>
UNIT VALUE
UNITS 1998 1998
---------- ----------
<S> <C>
Tenneco Inc. Common Stock Fund 63,406 $ 6.90
Newport News Shipbuilding Inc. Common Stock Fund 77,086 13.40
El Paso Natural Gas Company Common Stock Fund 6,946 11.90
</TABLE>
LOANS TO PARTICIPANTS
A participant may borrow up to 50 percent of his or her account balance with a
minimum loan amount of $500. Loans are repayable through payroll deductions for
a period no longer than 4 1/2 years. Interest on loans to participants is
charged at a rate of prime (rate of interest charged by commercial banks on
loans to preferred customers) plus 1 percent. The interest rates at December 31,
1998 and 1997, were 8.75 percent and 9.5 percent, respectively.
2. SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF ACCOUNTING
The accompanying financial statements are prepared on the accrual basis of
accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions in
determining the reported amounts of the Company's assets, liabilities, revenue,
and expenses. Actual results could differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION
All investments are recorded at fair market value based on quoted market prices.
Purchases and sales transactions are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
PAYMENT OF BENEFITS
Benefit payments are recorded when paid.
- 5 -
<PAGE>
3. INVESTMENTS:
The fair market value of individual investments that represent five percent of
the Plan's net assets as of December 31, 1998 and 1997, are as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1998 1997
---------- ----------
<S> <C>
Signet Investment Money Market Account $ - $3,611,964
Evergreen Treasury Money Market Fund 4,273,280 -
Fidelity Spartan U.S. Equity Index Portfolio - 7,278,828
Fidelity Spartan U.S. Bond Index Portfolio - 1,583,900
First Union Enhanced Stock Market Fund 10,691,815 -
Fidelity U.S. Bond Index Fund 1,904,976 -
Newport News Shipbuilding Inc. Common Stock 991,643 500,034
</TABLE>
4. TAX STATUS:
The Plan obtained its most recent determination letter on March 6, 1996, in
which the Internal Revenue Service stated that the Plan, as then designed, was
in compliance with the applicable requirements of the Internal Revenue Code. The
Plan's administrator and the legal counsel of the Company believe that the Plan
is currently designed and being operated in compliance with requirements of the
Internal Revenue Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
5. PLAN TERMINATION:
The Company does not plan to terminate the Plan, however it has the right to do
so at any time, subject to a basic labor agreement, by action of the Board.
6. ADMINISTRATIVE EXPENSES:
The Trustee's fees, the expenses of administration of the trust and the expenses
incidental to the operation and management of the Plan are paid by the Company.
These fees totaled $69,757 and $101,795 in 1998 and 1997, respectively.
Investment management and similar fees directly related to the return to
participants on amounts invested in the various investment funds are charged
against the Plan's funds as other payments.
7. RELATED PARTY TRANSACTIONS:
The Plan includes the Company's stock as an investment option. Therefore, any
investments in the Company's stock represent related party transactions. Certain
Plan investments are shares of a mutual fund managed by the Trustee. Therefore,
these transactions qualify as related-party transactions.
- 6 -
<PAGE>
8. PARTICIPANT DIRECTED INVESTMENT PROGRAMS:
STATEMENT OF CHANGES IN NET ASSETS BY INVESTMENT WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
SIGNET FIDELITY FIDELITY
INVESTMENT EVERGREEN SPARTAN SPARTAN FIRST UNION
MONEY TREASURY U.S. EQUITY U.S. BOND ENHANCED FIDELITY EVERGREEN
MARKET MONEY INDEX INDEX STOCK U.S. BOND FOUNDATION
ACCOUNT MARKET FUND PORTFOLIO PORTFOLIO MARKET FUND INDEX FUND FUND
---------- ----------- ----------- --------- ----------- ---------- ----------
<S> <C>
NET ASSETS, December 31, 1997 $3,611,964 $ - $7,278,828 $1,583,900 - - -
ADDITIONS:
Participants' contributions 444,634 404,093 898,211 188,057 867,944 168,242 10,095
Net realized and unrealized gains
(losses) - 112,911 1,195,606 9,444 839,071 80,012 8,637
Dividends - - 134,718 54,869 - - -
Interest 78,430 7,977 18,769 2,821 13,159 3,406 119
Fund Transfers (86,755) (20,734) 131,192 (36,714) (289,276) (9,337) 115,208
Fund Conversion Transfers (3,930,858) 3,930,858 (9,442,183) (1,716,482) 9,442,183 1,716,482 -
Loan repayments 35,227 43,867 62,186 12,709 68,105 15,045 455
DEDUCTIONS:
Benefits paid to participants 59,431 89,931 123,779 53,355 153,514 44,359 -
Other payments 945 - 2,232 432 - - -
Loans distributed 92,266 115,761 151,316 44,817 95,857 24,515 -
---------- -------- -------- --------- ---------- --------- -----------
NET ASSETS, December 31, 1998 $ - $4,273,280 - - $10,691,815 $1,904,976 $134,514
=========== ========= ========= ========= ============ ========== ===========
</TABLE>
<TABLE>
<CAPTION>
EVERGREEN
FUND
---------
<S> <C>
NET ASSETS, December 31, 1997 -
ADDITIONS:
Participants' contributions 13,918
Net realized and unrealized gains
(losses) 8,501
Dividends -
Interest 227
Fund Transfers 98,051
Fund Conversion Transfers -
Loan repayments 792
DEDUCTIONS:
Benefits paid to participants -
Other payments -
Loans distributed -
-----------
NET ASSETS, December 31, 1998 $121,489
===========
</TABLE>
- 7 -
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS BY INVESTMENT WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
(Continued)
<TABLE>
<CAPTION>
EL PASO
EVERGREEN TENNECO INC. NEWPORT NEWS NATURAL GAS
U.S. GOVERNMENT EVERGREEN COMMON SHIPBUILDING INC. COMPANY PARTICIPANT
FUND OMEGA FUND STOCK COMMON STOCK COMMON STOCK LOANS
--------------- ---------- ------------ ---------------- ------------- ------------
<S> <C>
NET ASSETS, December 31, 1997 - - $601,269 $500,034 $94,563 $553,723
ADDITIONS:
Participants' contributions 1,945 19,175 - 319,708 - -
Net realized and unrealized gains
(losses) 1,643 35,310 (58,790) 234,135 5,508 -
Dividends - - - - - -
Interest 27 391 - 5,790 - -
Fund Transfers 83,921 241,694 (88,085) (39,321) (15,269) -
Fund Conversion Transfers - - - 50 - -
Loan repayments 308 1,482 - 28,736 - 604,930
DEDUCTIONS:
Benefits paid to participants - - 14,467 8,570 2,339 25,850
Other payments - - 171 178 27
Loans distributed 1,624 - 21,206 48,741 3,426 268,882
--------- ---------- --------- --------- -------- --------
NET ASSETS, December 31, 1998 $86,220 $298,052 $418,550 $991,643 $79,010 $863,921
========= ========== ========= ========= ======== ========
</TABLE>
<TABLE>
<CAPTION>
OTHER TOTAL
------- ------------
<S> <C>
NET ASSETS, December 31, 1997 $267,737 $14,492,018
ADDITIONS:
Participants' contributions (44,282) 3,291,740
Net realized and unrealized gains
(losses) - 2,471,988
Dividends (9,681) 179,906
Interest (13,022) 118,094
Fund Transfers (84,575) -
Fund Conversion Transfers (50) -
Loan repayments (873,842) -
DEDUCTIONS:
Benefits paid to participants - 575,595
Other payments 308 4,293
Loans distributed (868,411) -
-------- -----------
NET ASSETS, December 31, 1998 $110,388 $19,973,858
======== ===========
</TABLE>
- 8 -
<PAGE>
NEWPORT NEWS SHIPBUILDING SAVINGS (401(K)) PLAN
FOR UNION ELIGIBLE EMPLOYEES
ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
CURRENT
IDENTITY OF ISSUE ASSET DESCRIPTION COST VALUE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C>
Evergreen Treasury Money Market Fund Mutual Fund Shares $ 4,032,891 $ 4,273,280
First Union Enhanced Stock Market Fund* Mutual Fund Shares 9,816,756 10,691,815
Fidelity U.S. Bond Index Fund Mutual Fund Shares 1,837,770 1,904,976
Evergreen Foundation Fund Mutual Fund Shares 125,930 134,514
Evergreen Fund Mutual Fund Shares 112,754 121,489
Evergreen U.S. Government Fund Mutual Fund Shares 84,698 86,220
Evergreen Omega Fund Mutual Fund Shares 262,727 298,052
Tenneco Inc. Common Stock Common Stock Shares 517,537 418,550
Newport News Shipbuilding Inc. Common Stock* Common Stock Shares 666,030 991,643
El Paso Natural Gas Company Common Stock Common Stock Shares 49,156 79,010
Participant Loans (interest rates varied from 7% to 10%
during 1998)* Participant Loans 863,921 863,921
----------- -----------
Total assets held for investment purposes $18,370,170 $19,863,470
=========== ===========
</TABLE>
* Represents a party-in-interest
- 9 -
<PAGE>
NEWPORT NEWS SHIPBUILDING SAVINGS (401(K)) PLAN
FOR UNION ELIGIBLE EMPLOYEES
ITEM 27(B) - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
LOAN PAYMENTS
IN 1998 UNPAID
LOAN ---------------------- BALANCE AT
NAME AMOUNT PRINCIPAL INTEREST 12/31/98 LOAN TERMS
- --------------------------- ------- --------- --------- ---------- ------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Trollinger, John $ 500.00 $ - $ 27.56 $ 216.20 2 yr., 7%, made - 6/6/94 maturity - 8/6/94
Jones, William 1,900.00 - 28.31 340.57 1 yr., 7%, made - 10/20/94 maturity - 10/20/95
Tice, Jerry 6,000.00 - 682.50 6,000.00 4.5 yr., 9.75% made - 11/27/95 maturity - 5/27/00
Wilson, Mary 1,600.00 - 219.77 1,766.90 2 yr., 10%, made - 6/12/95 maturity - 6/12/97
Stanley, James 600.00 - 51.18 603.75 2 yr., 9.7%, made - 12/6/95 maturity - 12/6/97
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
AMOUNT OVERDUE
- ------------------------
PRINCIPAL INTEREST
- ------------- ---------
$ 210.07 $ 6.13
338.30 2.27
6,000.00 -
1,600.00 166.90
552.57 51.18
</TABLE>
- 10 -
<PAGE>
NEWPORT NEWS SHIPBUILDING SAVINGS (401(K)) PLAN
FOR UNION ELIGIBLE EMPLOYEES
ITEM 27(D) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF TOTAL COST OF
PURCHASE SALES AMOUNT OF TOTAL AMOUNT ASSETS GAIN
TRANSACTIONS TRANSACTIONS DESCRIPTION PURCHASES (A) OF SALES (B) SOLD (LOSS)
- -------------- ------------ --------------------------- ------------- ------------ -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Signet Investment Money
56 68 Market Account* $ 759,475 $4,305,286 $4,305,286 $ -
Fidelity Spartan
U.S. Equity Index
70 54 Portfolio 1,510,965 9,985,399 6,487,547 3,497,852
Fidelity Spartan U.S. Bond
45 55 Index Portfolio 341,479 1,934,825 1,894,457 40,368
Evergreen Treasury Money
47 76 Market Fund 4,493,670 482,318 460,778 21,540
First Union Enhanced Stock
65 10 Market Fund* 10,633,288 780,544 816,533 (35,989)
Fidelity U.S. Bond Index
46 55 Fund 1,993,906 168,940 156,136 12,804
Newport News
Shipbuilding Inc.
73 99 Common Stock* 1,231,408 979,739 934,537 45,202
85 106 Participant Loans* 1,374,633 1,064,435 1,064,435 -
</TABLE>
Note: This schedule presents all transactions or series of transactions of
the same issue during the period January 1, 1998 through December 31,
1998, in excess of 5 percent of the fair value of the Plan's assets as
of the beginning of the year.
(a) Purchase price includes expenses incurred with transactions.
(b) Selling price is net of transaction expenses.
* Represents a party-in-interest
- 11 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Newport News Shipbuilding Inc. Benefits Committee has caused this annual
report to be signed on its behalf by the undersigned thereunto duly authorized.
NEWPORT NEWS SHIPBUILDING
SAVINGS (401(k)) PLAN FOR UNION
ELIGIBLE EMPLOYEES
Date: By: /s/ Robert H. Walker
------------------------ ----------------------------------------
Manager, Employee Benefits
Newport News Shipbuilding Inc.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K, into Newport News
Shipbuilding Inc.'s previously filed Registration Statement on Form S-8,
File No.333-63231.
Washington, D.C. ARTHUR ANDERSEN LLP
June 29, 1999
