8-K/AOther Events

NORTHROP GRUMMAN CORP /DE/ 8-K/A Report (Feb 1, 2002)

Filed February 1, 2002For Securities:NOC

Summary

Northrop Grumman Corporation (NOC) has filed an amendment to its 8-K report detailing the completion of its acquisition of Newport News Shipbuilding Inc. The transaction, which closed on January 18, 2002, was a two-step process. The first step involved an offer to purchase outstanding shares of Newport News, with holders electing either $67.50 in cash or 0.7193 shares of Northrop Grumman stock per share. This initial offer secured approximately 80.7% of Newport News' outstanding shares. The second step, a merger, was completed to acquire the remaining shares. The merger offered the same consideration options. This acquisition is being accounted for as a purchase and is intended to be a tax-free reorganization. This strategic move significantly expands Northrop Grumman's capabilities, particularly in the shipbuilding and defense sectors.

Key Highlights

  • 1Northrop Grumman completed the acquisition of Newport News Shipbuilding Inc. on January 18, 2002.
  • 2The acquisition was structured as a two-step transaction, starting with a tender offer and followed by a merger.
  • 3Newport News shareholders could elect to receive $67.50 in cash or 0.7193 shares of Northrop Grumman stock per share.
  • 4Northrop Grumman acquired approximately 80.7% of Newport News' outstanding shares through the initial tender offer.
  • 5The merger was completed to acquire the remaining shares of Newport News.
  • 6The transaction is accounted for as a purchase and is intended to be a tax-free reorganization.
  • 7The acquisition is expected to enhance Northrop Grumman's position in the defense industry, particularly in shipbuilding.

Frequently Asked Questions

This filing is an amendment to an 8-K report to provide updated details on the completion of Northrop Grumman's acquisition of Newport News Shipbuilding Inc. It clarifies the closing date and the mechanics of the two-step transaction.

The filing indicates that approximately $511.6 million in cash and 13.4 million shares of Northrop Grumman stock were issued in the initial tender offer. The final consideration for the merger would depend on the number of remaining shares and shareholder elections, but the terms for those shares were the same as in the tender offer.

The acquisition is being accounted for as a purchase, meaning Newport News' assets and liabilities will be recorded on Northrop Grumman's balance sheet at their fair values as of the acquisition date. The transaction is also intended to qualify as a tax-free reorganization.

Acquiring Newport News Shipbuilding, a major player in the naval shipbuilding industry, significantly strengthens Northrop Grumman's position in the defense sector, particularly in large-scale defense platforms and shipbuilding capabilities.