SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NEWPORT NEWS SHIPBUILDING INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK PAR VALUE $0.01 PER SHARE
- -------------------------------------------------------------------------------
(Title of Class of Securities)
652228107
- -------------------------------------------------------------------------------
(CUSIP Number)
Thomas M. Kitchen
Avondale Industries, Inc.
5100 River Road
Avondale, LA 70094
(504) 436-2121
with a copy to:
Curtis R. Hearn
Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue, Floor 51
New Orleans, LA 70170
(504) 582-8308
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
JUNE 3, 1999
- -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. 652228107
1) Names of Reporting Persons I.R.S. Identification Nos. of Above
Persons (entities only) ....................................
Avondale Industries, Inc. IRS #39-1097012
- -------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ........................................................ [ ]
(b) ........................................................ [ ]
- -------------------------------------------------------------------------------
3) SEC Use Only ................................................
- -------------------------------------------------------------------------------
4) Source of Funds (See Instructions)........................... WA,OO
- -------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)........................................ [ ]
- -------------------------------------------------------------------------------
6) Citizenship or Place of Organization - Louisiana
- -------------------------------------------------------------------------------
Number of (7) Sole Voting Power ................................. -0-
Shares ---------------------------------------------------------------
Bene-
ficially (8) Shared Voting Power ............................... -0-
Owned by ---------------------------------------------------------------
Each
Reporting (9) Sole Dispositive Power ............................ -0-
Person ---------------------------------------------------------------
With
(10) Shared Dispositive Power ......................... -0-
- -------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each
Reporting Person ............................................. -0-
- -------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) ................... ____
- -------------------------------------------------------------------------------
13) Percent of Class Represented by Amount
in Row 11 -0-
- -------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) .................. CO
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.01 per share (the
"Common Stock") of Newport News Shipbuilding Inc., a Delaware corporation (the
"Issuer " or "Parent"). The Issuer's principal executive office is 4101
Washington Avenue, Newport News, Virginia, 23607.
Item 2. Identity and Background.
This Schedule 13D is being filed by Avondale Industries Inc., a Louisiana
corporation ("Avondale" or the "Company"). The address of its principal
business and of its principal office is 5100 River Road, Avondale,
Louisiana, 70094. Avondale's principal business is the construction of
surface ships for the U.S. Navy.
The names of the directors and executive officers of Avondale and Their
respective business addresses, citizenship and present principal occupations or
employment, as well as the names, principal businesses and addresses of any
corporations and other organizations in which such employment is conducted, are
set forth on Schedule I, which Schedule is incorporated herein by reference.
Other than executive officers and directors, to the best of Avondale's
knowledge, there are no persons controlling or ultimately in control of
Avondale.
Neither Avondale nor, to the best of its knowledge, any of the persons
listed in Schedule I has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
Neither Avondale nor, to the best of its knowledge, any of the persons
listed in Schedule I has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
N/A
Item 4. Purpose of Transaction.
On January 19, 1999, Issuer, Ares Acquisition Corporation, a Louisiana
corporation and a wholly-owned subsidiary of Issuer ("Sub"), and Avondale
entered into an Agreement and Plan of Merger (the "Merger Agreement").
Concurrently with and as an inducement and condition to the Issuer's
entering into the Merger Agreement, the Issuer and Avondale (i) entered
into a stock option agreement (the "Company Stock Option Agreement")
pursuant to which Avondale granted the Issuer the option to purchase up to
1,312,000 shares of Avondale's common stock (or such greater number as
equals 9.9% of the then outstanding shares of Avondale's common stock) at a
purchase price of $35.50 per share and (ii) entered into a stock option
agreement (the "Parent Stock Option Agreement") pursuant to which the
Issuer granted Avondale the option to purchase up to 3,392,000 shares of
the Issuer's Common Stock (or such greater number as equals 9.9% of the
then outstanding shares of the Issuer's Common Stock) at a price of $29.875
per share. Both the Parent Stock Option Agreement and the Company Stock
Option Agreement provided that the option of either of the grantees under
either of the agreements was exercisable only after a termination of the
Merger Agreement in connection with which a grantee was or might have been
entitled to a termination fee pursuant to the terms of the Merger
Agreement. Both the Parent Stock Option Agreement and the Company Stock
Option Agreement provided that the Notional Total Option Profit (as defined
in each such agreement) that either party could realize from the option
granted pursuant thereto could not exceed $14 million. All references
to the Parent Stock Option Agreement and the Company Stock Option Agreement
are qualified in their entirety by the full text of such agreements, filed
herewith as Exhibits 2 and 3 and incorporated by reference herein.
On June 3, 1999, Avondale terminated the Merger Agreement in order to
accept an unsolicited superior proposal from Litton Industries, Inc. to
acquire Avondale in an all cash transaction at $39.50 per common share.
Immediately thereafter, Avondale entered into a definitive agreement and
plan of merger with Litton. Upon Avondale's termination of the Merger
Agreement, the Issuer's option under the Company Stock Option Agreement
became exercisable. On June 3, 1999, the Issuer exercised the cash-out
provision in the Company Stock Option Agreement. On June 8, 1999, Litton
paid the $5,248,000 cash-out amount to the Issuer on behalf of Avondale and
the Issuer's option was cancelled.
Item 5. Interest in Securities of the Issuer.
The Parent Stock Option Agreement provided that Avondale's option was
exercisable only after a termination of the Merger Agreement in connection
with which Avondale was or could have been entitled to a termination fee.
Because Avondale will not be entitled to receive a termination fee as a
result of its termination of the Merger Agreement, Avondale's option will
not become exercisable. As a result, as of June 3, 1999, Avondale is no
longer the beneficial owner of more than five percent of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as described in Item 4 and Item 5 of this Schedule 13D, neither
Avondale nor, to the best of its knowledge, any of the persons listed on
Schedule I has any contract, arrangement, understanding or relationship
(legal or otherwise) with any person with respect to any securities of the
Issuer, including, but not limited to, the transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
1. Agreement and Plan of Merger dated as of January 19, 1999, among
Issuer, Ares Acquisition Corporation and Avondale
(incorporated by reference to Exhibit 2.1 to Issuer's Form
8-K dated January 22, 1999 (Commission File No. 1-12385)).
2. Parent Stock Option Agreement dated as of January 19, 1999,
between Issuer and Avondale (incorporated by reference to
Exhibit 2.2 of Issuer's Form 8-K dated January 22, 1999
(Commission File No. 1-12385)).
3. Company Stock Option Agreement dated as of January 19, 1999,
between Avondale and Issuer (incorporated by reference to
Exhibit 2.3 of Issuer's Form 8-K dated January 22, 1999
(Commission File No. 1-12385)).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: June 18, 1999 AVONDALE INDUSTRIES, INC.
By: /s/ THOMAS M. KITCHEN
----------------------------------------------
Name: Thomas M. Kitchen
Title: Vice President and Chief Financial Officer
<PAGE>
SCHEDULE I
Directors and Executive Officers of
Avondale Industries, Inc.
The names, business addresses and present principal occupations of the
directors and executive officers of Avondale Industries, Inc. are set forth
below. If no business address is given, the director's or executive
officer's business address is Avondale Industries, Inc., 5100 River Road,
Avondale, Louisiana, 70094. All of Avondale's directors and executive
officers are citizens of the United States.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
- ------------------------- ----------------------------
<S> <C>
I. Directors:
Albert L. Bossier, Jr. Avondale's Chairman, Chief Executive Officer and President
Anthony J. Correro, III Partner, Correro Fishman Haygood Phelps Weiss
201 St. Charles Avenue Walmsley & Casteix, L.L.P. (law firm)
New Orleans, LA 70170
Francis R. Donovan President, Designers and Planners, Inc. (marine
9216 Dellwood Drive engineering, naval architecture and environmental
Vienna, VA 22180 planning firm); Vice Admiral, U.S. Navy (retired)
Kenneth B. Dupont Avondale's Vice President Commercial and Offshore Programs
Thomas M. Kitchen Avondale's Vice President, Chief Financial Officer and Secretary
Hugh A. Thompson Retired. Formerly Professor of Engineering and Dean of the
12437 Highway 157 School of Engineering at Tulane University
Rising Fawn, GA 30738
II. Executive Officers
(who are not directors):
R. Dean Church Avondale's Vice President and Chief Administrative Officer
Thomas H. Doussan Avondale's Vice President and Chief Operating Officer
Ronald J. McAlear Avondale's Vice President, Advanced Programs and Marketing
Edmund C. Mortimer Avondale's Vice President, Government Programs
</TABLE>
