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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 3)
(WITH RESPECT TO THE TENDER OFFER BY NORTHROP CORPORATION)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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GRUMMAN CORPORATION
(NAME OF SUBJECT COMPANY)
GRUMMAN CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, $1 PAR VALUE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHT)
(TITLE OF CLASS OF SECURITIES)
40018110
(CUSIP NUMBER OF CLASS OF SECURITIES)
THOMAS L. GENOVESE
VICE PRESIDENT AND GENERAL COUNSEL
GRUMMAN CORPORATION
1111 STEWART AVENUE
BETHPAGE, NEW YORK 11714-3580
(516) 575-3871
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSONS(S) FILING STATEMENT)
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This Amendment No. 3 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, dated March 24, 1994 (the "Schedule 14D-9"), of
Grumman Corporation, a New York corporation (the "Company"), filed in connection
with the Northrop Offer as set forth in the Schedule 14D-9. Capitalized terms
used herein shall have the definitions set forth in the Schedule 14D-9 unless
otherwise provided herein.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Company received a letter dated March 30, 1994 from Northrop
Corporation, a copy of which is attached hereto as Exhibit (c)(15) and
incorporated by reference herein in its entirety. The Company sent a letter
dated March 30, 1994 to Northrop Corporation, with a copy to Martin Marietta
Corporation, a copy of which is attached as Exhibit (c)(16) and incorporated by
reference herein in its entirety.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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(c)(15) Letter dated March 30, 1994 from Northrop Corporation to the Company.
(c)(16) Letter dated March 30, 1994 from the Company to Northrop Corporation.
(c)(17) Press Release of the Company dated March 30, 1994.
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SIGNATURE
After reasonable 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.
GRUMMAN CORPORATION
By: /s/ Renso L. Caporali
Chairman of the Board and
Chief Executive Officer
Date: March 30, 1994
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EXHIBIT INDEX
EXHIBIT
(c)(15) Letter dated March 30, 1994 from Northrop Corporation to the Company.
(c)(16) Letter dated March 30, 1994 from the Company to Northrop Corporation.
(c)(17) Press Release of the Company dated March 30, 1994.
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Exhibit (c)(15)
Chairman of the Board
President and
Chief Executive Officer
March 30, 1994
Board of Directors
Grumman Corporation
1111 Stewart Avenue
Bethpage, New York 11714
Gentlemen and Mrs. Benson:
This letter is submitted in response to the letter, dated March 28, from
Renso Caporali to Martin Marietta Corporation and Northrop Corporation.
We are unable to accept the rules and procedures set forth in Dr.
Caporali's letter and have previously written on March 28 to express our
concerns with them. To be fair, a bidding procedure under the circumstances must
be open and public. Both bidders should have a reasonable opportunity to respond
to each bid by the other. Martin Marietta has had over two weeks to consider
Northrop's $60 bid; and it is not fair now to foreclose Northrop from submitting
a further bid if Martin Marietta elects to increase its price. Further, we do
not believe it is reasonable to request Northrop's approval of procedures that
would allow Grumman and its advisors a period of more than three days to deal
with any bids from Northrop or Martin Marietta, in complete secrecy, and with a
commitment from Northrop not to increase its bid after that date. It is our hope
that you will appreciate these concerns on Northrop's part.
In order to demonstrate our commitment to an open bidding process, Northrop
is prepared to proceed immediately to increase its tender offer to $62 per
share. This offer to increase Northrop's tender offer shall remain in effect
until 3:00 p.m. Eastern Standard Time, March 31, 1994. If Grumman has not
accepted our offer by agreeing to enter into the proposed merger agreement with
Northrop by such time, the offer will expire and Northrop's existing $60 tender
offer (including Northrop's offer to enter into a merger agreement with Grumman
at such price) shall remain in effect in accordance with its terms.
We note that, if Grumman enters into the proposed merger agreement with
Northrop, at least with respect to any future bidding, Martin Marietta will be
faced with exactly the same cost as Northrop in submitting any higher bid, as
the result of the $50 plus million lockup fee.
We are prepared to participate in a bidding procedure which is open (i.e.,
each bidder is informed of bids by the other), public, as well as fair in all
other respects, upon receipt of Grumman's agreement to the following:
1. Grumman shall receive and consider such further offers as Northrop
or Martin Marietta may choose to submit. Any such offers shall be based
upon the existing Martin Marietta agreement and plan of merger in the case
of Martin Marietta, or the form of agreement sent to Grumman by Northrop in
the case of Northrop.
2. Each of Northrop and Martin Marietta shall have the right for a
period of 24 hours following receipt by it, in writing, of any increased
offer by the other to increase its own offer.
3. Grumman shall not enter into a merger agreement with Northrop or
amend its existing agreement with Martin Marietta until the expiration of
any 24-hour period referred to in Paragraph 2.
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4. Any merger agreement, or amendment to the agreement and plan of
merger, entered into by Grumman with Northrop or Martin Marietta shall be
in the form referred to in Paragraph 1. Without limiting the generality of
the foregoing, Grumman shall not enter into any agreement or take any
action that would impede or make more expensive the acquisition of Grumman
by Northrop or Martin Marietta, except: (i) for any increase in the
consideration payable to Grumman stockholders; and, (ii) except for the
execution and delivery of the merger agreement, or amended agreement and
plan of merger, as contemplated hereby.
We believe this procedure will accomplish Grumman's objective of bringing
the bidding process to a conclusion in the very near future, without sacrificing
the interest of Grumman's stockholders in receiving the highest offer for their
shares.
The proposal set forth above, we believe, is consistent with Grumman's
objectives as stated in Dr. Caporali's letter of March 28 and 29, will alleviate
Northrop's concerns and will serve the best interests of Grumman's stockholders
and other constituencies.
Sincerely,
Kent Kresa
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Exhibit (c)(16)
GRUMMAN CORPORATION
BETHPAGE, NEW YORK 11714-3580
DR. RENSO L. CAPORALI
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
March 30, 1994
Mr. Kent Kresa
Chairman, President and Chief
Executive Officer
Northrop Corporation
1840 Century Park East
Los Angeles, California 90067
Dear Kent:
Your March 30 letter has been received and communicated to Grumman's
Directors. The Directors have considered the letter and have concluded that we
should continue in accordance with the Rules and Procedures for Submission of
Proposals, transmitted to Northrop and Martin Marietta on March 28, 1994. The
Directors do not believe that it would be appropriate or consistent with the
objectives of the Rules and Procedures to adopt the proposals set forth in your
March 30 letter.
I want to assure you that the objectives of the Directors are as set forth
in the Rules and Procedures of our March 28 letter to Martin Marietta and
Northrop. The Board, including myself, very much hopes that you will participate
in the bidding procedure and that the Grumman shareholders will have offered to
them the best and highest offer of the bidders.
As in the case of my letter of March 29, we are simultaneously transmitting
this letter both to you and to Martin Marietta.
Sincerely,
Renso L. Caporali
RLC:dm
cc: Mr. Norman R. Augustine,
Chairman and Chief Executive Officer
Martin Marietta Corporation
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Exhibit (c)(17)
GRUMMAN CORPORATION
BETHPAGE, NEW YORK 11714-3580
CONTACT: ROBERT P. HARWOOD
PHONE: (516) 575-5287
RELEASE: IMMEDIATELY
GC #94-12
GRUMMAN RESPONDS TO NORTHROP
BETHPAGE, NEW YORK, March 30, 1994 -- Grumman Corporation (NYSE: GQ)
announced today that it had sent the attached letter responding to Northrop
Corporation's letter of March 30, with a copy to Martin Marietta Corporation.
