SC 13G 1 a9-26sc13g.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* Newport News Shipbuilding Inc. ------------------------------ (Name of Issuer) Common Stock, $.01 par value ---------------------------- (Title of Class of Securities) 652228107 --------- (CUSIP Number) September 17, 2001 ------------------ (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *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).

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Page 7 of 11 Item 1. Name of Issuer and Address of Issuer's Principal Executive Offices: (a) Name of Issuer: Newport News Shipbuilding Inc. (b) Address of Issuer's Principal Executive Offices: 4101 Washington Avenue Newport News, VA 23607-2770 Item 2. (a) Name of Person Filing: (i) ISP Investco LLC (ii) Newco Holdings Inc. (iii) International Specialty Products Inc. (iv) Samuel J. Heyman (v) Heyman Investment Associates Limited Partnership (vi) The Annette Heyman Foundation Inc. (b) Address of Principal Business Office or, if None, Residence: The principal business office of each of the filing persons listed in Item 2(a) is as follows: The principal business office of ISP Investco LLC, Newco Holdings Inc. and International Specialty Products Inc. is 300 Delaware Avenue, Suite 303, Wilmington, Delaware 19801. The principal business office of Samuel J. Heyman is 1361 Alps Road, Wayne, New Jersey 07470. The principal business office of Heyman Investment Associates Limited Partnership and The Annette Heyman Foundation Inc. is 333 Post Road West, Westport, Connecticut 06881. (c), (d) and (e) For information with respect to citizenship of each of the filing persons, title of class of securities and CUSIP number for the shares held by such persons, see the appropriate cover page above. Item 3. If this statement is filed pursuant to ss.ss. 240. 13d-1(b), or 240. 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o) (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c) (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c) (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) (e) [ ] An investment adviser in accordance with ss. 240.13d-1(b) (1) (ii) (E) (f) [ ] An employee benefit plan or endowment fund in accordance with ss. 240.13d-1(b)(1)(ii)(F) (g) [ ] A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G) (h) [ ] A savings association as defined in Section 3 (b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) Page 8 of 11 (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c) (14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) (j) [ ] Group, in accordance with ss. 240.13d-1(b) (1) (ii) (J). Item 4. Ownership. For information concerning the (a) number of shares beneficially owned by each filing person; (b) percent of class of shares such number represents; (c) number of shares to which such person has (i) sole voting power, (ii) shared voting power, (iii) sole dispositive power and (iv) shared dispositive power, see the appropriate cover page above. Item 5. Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. ISP Investco LLC has granted to a trust the right to receive dividends from, and the right to receive the proceeds from the sale of, 153,210 shares of common stock of the Issuer beneficially owned by ISP Investco LLC. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See Schedule A hereto. Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. By signing below, each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 9 of 11 SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: September 26, 2001 ISP Investco LLC By: Newco Holdings Inc., its sole member By: /s/ Susan B. Yoss -------------------------------------------------- Susan B. Yoss Executive Vice President-Finance and Treasurer Newco Holdings Inc. By: /s/ Susan B. Yoss -------------------------------------------------- Susan B. Yoss Executive Vice President-Finance and Treasurer International Specialty Products Inc. By: /s/ Susan B. Yoss -------------------------------------------------- Susan B. Yoss Executive Vice President-Finance and Treasurer /s/ Samuel J. Heyman -------------------------------------------------- Samuel J. Heyman Heyman Investment Associates Limited Partnership By: /s/ James R. Mazzeo -------------------------------------------------- James R. Mazzeo Treasurer The Annette Heyman Foundation Inc. By: /s/ James R. Mazzeo -------------------------------------------------- James R. Mazzeo Treasurer Page 10 of 11 SCHEDULE A International Specialty Products Inc. owns 100% of the outstanding common stock of Newco Holdings Inc. which, in turn, is the sole member of ISP Investco LLC. Page 11 of 11

NEWPORT NEWS SHIPBUILDING INC SC 13G