SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 14D-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 11)

NEWPORT NEWS SHIPBUILDING INC.

(Name of Subject Company (issuer))

GRAIL ACQUISITION CORPORATION,

a wholly owned subsidiary of

GENERAL DYNAMICS CORPORATION

(Name of Filing Persons (offeror))

Common Stock, Par Value $.01 Per Share

(including associated Rights)

(Title of Class of Securities)

652228107

(CUSIP Number of Class of Securities)

David A. Savner, Esq.

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

o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

o  Check the appropriate boxes to designate any transactions to which this statement relates:

x third party tender offer subject to Rule  14d-1	o  going-private transaction subject to Rule 13e-3
o issuer tender offer subject to Rule 13e-4	o  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.  o

      General Dynamics Corporation, a Delaware corporation (“General Dynamics”), and Grail Acquisition Corporation, a Delaware corporation (the “Purchaser”) and wholly owned subsidiary of General Dynamics hereby amend and supplement their Tender Offer Statement on Schedule TO originally filed on May 4, 2001 and as amended and supplemented prior to the date hereof (the “Schedule TO”) with respect to Purchaser’s offer to purchase all of the issued and outstanding shares of common stock, par value $.01 per share (the “Shares”), of Newport News Shipbuilding Inc., a Delaware Corporation (the “Company”), at a price of $67.50 per Share, net to the seller in cash, less any required withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, copies of which have been previously filed as Exhibit (a)(1)(i) and (a)(1)(ii), respectively. Capitalized terms used and not otherwise defined herein have the respective meanings assigned thereto in the Offer to Purchase.

Item 12.  Exhibits.

      Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibit:

(a)(5)(xviii) — Press Release issued by General Dynamics on August 9, 2001.

SIGNATURE

      After due 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.

GRAIL ACQUISITION CORPORATION

By:  /s/ DAVID A. SAVNER

David A. Savner

Vice President and Secretary

GENERAL DYNAMICS CORPORATION

By:  /s/ DAVID A. SAVNER

David A. Savner

Senior Vice President and General Counsel

Dated: August 10, 2001

2

EXHIBIT INDEX

Exhibit Number	Description
(a)(1)(i)	Offer to Purchase dated May 4, 2001.
(a)(1)(ii)	Form of Letter of Transmittal.
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.
(a)(2)	None.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(i)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.
(a)(5)(ii)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.
(a)(5)(iii)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(5)(iv)	Press Release issued by General Dynamics on May 4, 2001.
(a)(5)(v)	Summary Advertisement as published in the Wall Street Journal on May 4, 2001.
(a)(5)(vi)	Press Release issued by General Dynamics on May 10, 2001.
(a)(5)(vii)	Complaint filed by Patricia Heinmuller, Trustee, in the Court of Chancery of the State of Delaware, in and for New Castle County, on May 9, 2001.
(a)(5)(viii)	Complaint filed by Ellis Investments, Ltd. in the Court of Chancery of the State of Delaware, in and for New Castle County, on May 10, 2001.
(a)(5)(ix)	Complaint filed by David Bovie in the Court of Chancery of the State of Delaware, in and for New Castle County, on May  10, 2001.
(a)(5)(x)	Complaint filed by Efrem Weitschner in the Court of Chancery of the State of Delaware, in and for New Castle County, on May 10, 2001.
(a)(5)(xi)	Complaint filed by Eric van Gelder in the Court of Chancery of the State of Delaware, in and for New Castle County, on May 16, 2001.
(a)(5)(xii)	Press Release issued by General Dynamics on May 25, 2001.
(a)(5)(xiii)	Press Release issued by General Dynamics on June 4, 2001.
(a)(5)(xiv)	Press Release issued by General Dynamics on June 25, 2001.
(a)(5)(xv)	Press Release issued by General Dynamics on July 9, 2001.
(a)(5)(xvi)	Press Release issued by General Dynamics on July 23, 2001.
(a)(5)(xvii)	Press Release issued by General Dynamics on August 6, 2001.
*(a)(5)(xviii)	Press Release issued by General Dynamics on August 9, 2001.
(b)	Financing Commitment Letter dated April 30, 2001 to General Dynamics from Bear, Stearns & Co. Inc. and Bear Stearns Corporate Lending Inc.
(c)	Not applicable.
(d)(1)	Agreement and Plan of Merger dated April 24, 2001, by and among General Dynamics, the Purchaser and the Company (incorporated herein by reference to General Dynamics’ Current Report on Form 8-K dated April 24, 2001).
(d)(2)	Confidentiality Agreement dated March 26, 2001, between General Dynamics and the Company.
(e)	Not applicable.
(f)	Section 262 of the General Corporation Law of the State of Delaware (included as Schedule II to the Offer to Purchase).
(g)	None.
(h)	None.

*  Filed herewith; all others previously filed.

3 EX-99.(A)(5)XVIII 3 n64394aex99-a5xviii.htm PRESS RELEASE

Exhibit (a)(5)(xviii)
 
August 9, 2001
Contact: Norine Lyons
Tel: 703 876-3190
Fax: 703 876-3186
nlyons@generaldynamics.com

General Dynamics, DoJ, DoD Agree to
NNS Acquisition Timeline

FALLS CHURCH, Va.   - General Dynamics (NYSE: GD) announced today that it will comply with a Department of Justice request not to issue before August 20, 2001, its intent to close its proposed acquisition of Newport News Shipbuilding Inc. (NYSE: NNS); this would mean a closing date no earlier than September 4, 2001 (10 business days after notification). The agreement was signed by General Dynamics, the Department of Defense (DoD) and the Department of Justice (DoJ), as well as by Northrop Grumman Corporation, which also seeks to acquire Newport News. In the agreement, DoJ and DoD said that they will inform the companies of their enforcement intentions regarding the transaction after receiving notification of intent to close

BACKGROUND.   General Dynamics announced on April 25, 2001, its intention to acquire Newport News Shipbuilding; the company filed its Hart-Scott-Rodino pre-merger notification with DoJ on May 10.

On May 25, DoJ requested additional information on the transaction, and General Dynamics and Newport News announced that they would comply. By law, the waiting period reqired under Hart-Scott-Rodino would have expired 10 days after General Dynamics substantially complied with the request, unless it was extended by court order or by the consent of General Dynamics and Newport News. General Dynamics has substantially complied with the request — and would have been free to close the deal after waiting 10 days. With today's agreement, the companies, DoJ and DoD have consented to let the review process proceed.

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 nearly 17,000 people and has annual revenues of approximately $2 billion. More information about Newport News Shipbuilding is available on the Web at www.nns.com.

General Dynamics, headquartered in Falls Church, Virginia, employs approximately 49,000 people worldwide and anticipates 2001 sales of approximately $12 billion. The company has leading market positions in business aviation, information systems, shipbuilding and marine systems, and land and amphibious combat systems. More information about the company can be found on the World Wide Web at www.generaldynamics.com

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Newport News Shipbuilding. The Tender Offer Statement, as amended (including an offer to purchase, a related letter of transmittal and other offer documents) filed by General Dynamics with the SEC and the Solicitation/Recommendation Statement, as amended, filed by Newport News Shipbuilding 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, as amended, will be made available at no charge to all stockholders of Newport News Shipbuilding. The Tender Offer Statement, as amended (including the offer to purchase, the related letter of transmittal and all other offer documents filed with the SEC) and the Solicitation/Recommendation Statement, as amended, will also be available at no charge at the SEC’s website at www.sec.gov.

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EX-99.(A)(5)XVIII

Exhibit (a)(5)(xviii)
 
August 9, 2001
Contact: Norine Lyons
Tel: 703 876-3190
Fax: 703 876-3186
nlyons@generaldynamics.com