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SC TO-C
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
NEWPORT NEWS SHIPBUILDING INC.
(Name of Subject Company (issuer))
GENERAL DYNAMICS CORPORATION
GRAIL ACQUISITION CORPORATION
(Name of Filing Persons (offeror))
Common Stock, Par Value $0.01 Per Share
(including associated rights)
(Title of Class of Securities)
652228107
(CUSIP Number of Class of Securities)
David A. Savner
Senior Vice President and General Counsel
General Dynamics Corporation
3190 Fairview Park Drive
Falls Church, Virginia 22042-4523
(703) 876-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Charles J. McCarthy, Esq.
Jenner & Block, LLC
One IBM Plaza
Chicago, Illinois 60611
(312) 222-9350
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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Not applicable. Not applicable.
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*Set forth the amount on which the filing fee is calculated and state how it
was determined.
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer. [ ] Check the appropriate boxes
to designate any transactions to which this statement relates:
[X] third party tender offer subject to Rule 14d-1 [ ] going-private transaction subject to Rule 13e-3
[ ] issuer tender offer subject to Rule 13e-4 [ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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General Dynamics Corporation ("General Dynamics") and Newport News
Shipbuilding Inc. ("Newport News") jointly announced on April 25, 2001 that they
have signed a definitive agreement and plan of merger under which General
Dynamics will acquire Newport News. The acquisition is to be accomplished
through a cash tender offer followed by a merger.
The description contained herein is neither an offer to purchase nor a
solicitation of an offer to sell shares of Newport News. At the time the tender
offer is commenced, General Dynamics will file a Tender Offer Statement and
Newport News will file a Solicitation/Recommendation Statement with respect to
the offer. The Tender Offer Statement (including an offer to purchase, a related
letter of transmittal and other offer documents) and the
Solicitation/Recommendation Statement will contain important information that
should be read carefully before any decision is made with respect to the offer.
The offer to purchase, the related letter of transmittal and certain
other documents, as well as the Solicitation/Recommendation Statement, will be
made available to all shareholders of Newport News, at no expense to them. The
Tender Offer Statement (including an offer to purchase, a related letter of
transmittal and other offer documents) and the Solicitation/Recommendation
Statement will also be available at no charge at the SEC's website at
www.sec.gov.
The following six charts were presented at a conference at which the
media, financial analysts and investors were invited, which was held at 9:00
a.m. EDT on April 25, 2001.
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GENERAL DYNAMICS
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ACQUISITION OF
NEWPORT NEWS SHIPBUILDING
Investor Presentation
New York, NY
N. D. Chabraja - CEO General Dynamics
W. P. Fricks - CEO Newport News
25 April 2001
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GENERAL DYNAMICS
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GENERAL DYNAMICS CAUTIONS THAT "FORWARD-LOOKING STATEMENTS" IN THIS
PRESENTATION AS TO FUTURE RESULTS OF OPERATIONS AND FINANCIAL
PROJECTIONS REFLECT THE COMPANY'S VIEWS, BUT ARE NECESSARILY SUBJECT TO
RISKS AND UNCERTAINTIES AND NO ASSURANCES CAN BE GIVEN THAT SUCH
EXPRESSED OR IMPLIED RESULTS WILL BE ACHIEVED. A MORE COMPLETE
EXPRESSION OF THESE RISKS AND UNCERTAINTIES IS CONTAINED IN THE
COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, AND YOU
ARE ENCOURAGED TO REVIEW THESE FILINGS, OF WHICH THE FORM 10-K AND FORMS
10-Q MAY BE OF PARTICULAR INTEREST.
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GENERAL DYNAMICS 25 April 2001
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GENERAL DYNAMICS
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THIS PRESENTATION IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF
AN OFFER TO SELL SHARES OF NEWPORT NEWS SHIPBUILDING. AT THE TIME THE
OFFER IS COMMENCED, GENERAL DYNAMICS WILL FILE A TENDER OFFER STATEMENT
WITH THE SEC AND NEWPORT NEWS WILL FILE A SOLICITATION/RECOMMENDATION
STATEMENT WITH RESPECT TO THE OFFER.
THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION
THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT
TO THE OFFER.
THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN
OTHER DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT,
WILL BE MADE AVAILABLE TO ALL SHAREHOLDERS OF NEWPORT NEWS, AT NO
EXPENSE TO THEM. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO
PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND ALL OTHER OFFER
DOCUMENTS FILED WITH THE SEC) AND THE SOLICITATION/RECOMMENDATION
STATEMENT WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SEC'S WEBSITE AT
WWW.SEC.GOV.
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GENERAL DYNAMICS 25 April 2001
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NEWPORT NEWS TRANSACTION
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o $67.50 CASH OFFERED FOR EACH NNS SHARE
o GD NET CASH OUTLAY = $2.1 BILLION
o GD ASSUMES ~$500 MILLION DEBT
o TRANSACTION SUBJECT TO:
> Majority of NNS Shares Tendered
> Regulatory Approval
o CLOSING CONTEMPLATED 3RD QUARTER 2001
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GENERAL DYNAMICS 25 April 2001
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NNS Excellent Strategic Fit
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o STREAMLINES MANAGEMENT OF US NUCLEAR SHIPYARDS
o POTENTIAL TO FREE BILLIONS FOR NAVAL SHIPBUILDING
o BUSINESSES ARE COMPLEMENTARY
> Nuclear Ship Competition Ended in 1991
o IMMEDIATELY ACCRETIVE WITHOUT SYNERGIES
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GENERAL DYNAMICS 25 April 2001
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NEWPORT NEWS TRANSACTION METRICS
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Based on Estimates of 2001 Financial Results
o PRICE / '01 EST. SALES - ~ 1.2 X
o PRICE / '01 EST. EBIT - ~ 11 X
o PRICE / '01 EST. EBITDA - ~ 9 X
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GENERAL DYNAMICS 25 April 2001
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LOGICAL NEXT STEP FOR NEWPORT NEWS
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o SHAREHOLDERS RECEIVE A GOOD PREMIUM
o EMPLOYEES AND COMMUNITIES BENEFIT FROM BEING PART OF A LARGER AND MORE
DIVERSE COMPANY
o CUSTOMER IS PROVIDED SIGNIFICANT COST SAVINGS
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GENERAL DYNAMICS 25 April 2001