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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
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SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
GRC INTERNATIONAL, INC.
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(NAME OF SUBJECT COMPANY)
GRC INTERNATIONAL, INC.
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(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
361922107
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(CUSIP NUMBER OF CLASS OF SECURITIES)
THOMAS E. MCCABE
SENIOR VICE PRESIDENT, GENERAL COUNSEL, SECRETARY
GRC INTERNATIONAL, INC.
1900 GALLOWS ROAD
VIENNA, VIRGINIA 22182
(703) 506-5000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
Copies to:
MICHAEL A. SCHWARTZ, ESQ.
WILLKIE FARR & GALLAGHER
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
(212) 728-8000
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/x/ Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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NEWS
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GRC INTERNATIONAL SIGNS DEFINITIVE MERGER AGREEMENT WITH AT&T
VIENNA, VA., FEB. 14, 2000--GRC INTERNATIONAL (NYSE: GRH) today announced it has
executed a definitive merger agreement with AT&T Corp. (NYSE: T) under which
AT&T will commence a cash tender offer to acquire all of the outstanding shares
of GRC International for $15.00 per share. GRCI's Board has received a fairness
opinion on AT&T's offer. The boards of directors of both companies have
unanimously approved the merger agreement. The tender offer will commence within
seven business days and is expected to conclude within approximately two months.
The tender offer is subject to a majority of GRC International's common stock on
a fully diluted basis being validly tendered and not withdrawn, the expiration
of the Hart-Scott-Rodino waiting period, and other customary conditions. If a
majority of GRC International's shares are tendered in response to the offer and
the other conditions to the offer are satisfied or waived, a subsidiary of AT&T
will be merged into GRCI, shares not purchased in the offer will be converted
into $15.00 per share in cash and AT&T will become the sole stockholder of GRCI.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of GRC International. At the time AT&T commences its offer, it
will file a Tender Offer Statement with the U.S. Securities and Exchange
Commission and GRC International will file a Solicitation/Recommendation
Statement with resect 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 WHICH 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 offer documents, as well as the Solicitation/Recommendation
Statement will be made available to all shareholders of GRC International, 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
Commission) and the Solicitation/Recommendation Statement will also be available
for free at the Commission's website at www.sec.gov.
GRC International Inc., headquartered in Vienna, Va., is a leading provider of
professional services focusing on information technology, management consulting,
and scientific engineering for a national clientele in the government and
commercial sectors. GRCI is a publicly traded company listed on the New York
Stock Exchange under the symbol GRH. Additional details about GRC International
can be obtained on the Internet at http://www.grci.com/.
Inquiries: Wayne Jackson, Director, Director, Corporate Communications, GRC
International (703) 506-5038. GRCI press releases are available on the Internet
through Company News On-Call at http://www.prnewswire.com/.
