EXHIBIT 2
AMENDMENT NO. 1 dated as of April 24,
2001, to the Rights Agreement dated as of June
10, 1998 (the "Rights Agreement"), by and between
Newport News Shipbuilding Inc. (the "Company")
and First Chicago Trust Company of New York, as
Rights Agent (the "Rights Agent").
Pursuant to the terms of the Rights Agreement and in accordance with
Section 26 thereof, the following actions are hereby taken prior to executing
the Merger Agreement referred to below:
Section 1. Amendments to Rights Agreement. The Rights Agreement is
hereby amended as follows:
(a) The definition of "Acquiring Person" in Section 1 of the Rights
Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the
contrary, neither General Dynamics Corporation nor any of
its Affiliates or Associates (hereinafter, collectively,
"General Dynamics") shall be deemed to be an Acquiring
Person, either individually or collectively, solely by
virtue of (i) the public announcement of the Offer or the
Merger, (ii) the acquisition of shares of Common Stock of
the Company pursuant to the Merger Agreement, (iii) the
execution of the Merger Agreement or (iv) the commencement
of or the Consummation of the Offer or the consummation of
the Merger or of the other transactions contemplated in
the Merger Agreement."
(b) The definition of "Beneficial Owner", "beneficially own" and
"Beneficial Ownership" in Section 1 of the Rights Agreement is amended to add
the following sentence at the end thereof:
"Furthermore, notwithstanding the foregoing, General
Dynamics shall not be deemed to be the Beneficial Owner
of, nor to Beneficially Own, any of the Common Stock of
the Company by reason of the approval, execution,
delivery, performance, exercise of rights pursuant to,
amendment or consummation of any transaction contemplated
by the Merger Agreement."
(c) The definition of "Distribution Date" in Section 3(b) of the
Rights Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the
contrary, no Distribution Date shall be deemed to have
occurred solely as the result of (i) the public
announcement of the Offer or the Merger, (ii) the
acquisition of shares of Common Stock of the Company
pursuant to the Merger Agreement, (iii) the execution of
the Merger Agreement or (iv) the commencement of or the
Consummation of the Offer or the consummation of the
Merger or of the other transactions contemplated in the
Merger Agreement."
2
(d) The following definitions shall be added to Section 1 of the
Rights Agreement:
"Consummation of the Offer" has the meaning set forth in
the Merger Agreement.
"Merger Agreement" means the Agreement and Plan of Merger
dated as of April 24, 2001, among General Dynamics
Corporation, Grail Acquisition Corporation and the
Company.
"Merger" has the meaning set forth in the Merger
Agreement.
"Offer" has the meaning set forth in the Merger Agreement.
(e) Clause (i) of the first sentence of Section 7 of the Rights
Agreement is amended to read in its entirety as follows:
"(i) the Close of Business on the date (the "Expiration
Date") that is the earlier of (1) the date of Consummation
of the Offer, or (2) the 10th anniversary of the date of
this Rights Agreement or".
Section 2. Full Force and Effect. Except as expressly amended
hereby, the Rights Agreement shall continue in full force and effect in
accordance with the provisions thereof on the date hereof.
Section 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the law of the State of Delaware applicable to
contracts to be made and performed entirely within such State.
3
IN WITNESS WHEREOF, the Corporation and the Rights Agent have caused
this Amendment to be duly executed as of the day and year first above written.
NEWPORT NEWS SHIPBUILDING INC.
by: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Counsel and Secretary
FIRST CHICAGO TRUST COMPANY OF
NEW YORK,
as Rights Agent
by:
-----------------------------
Name:
Title:
