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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 8)
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
(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. 8 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, dated March 8, 1994 (the "Schedule 14D-9"), of
Grumman Corporation, a New York corporation (the "Company"), filed in connection
with the 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
On March 23, 1994, the Company received a letter from Northrop, a copy of
which is attached hereto as Exhibit (c)(22) and incorporated by reference herein
in its entirety. On March 24, 1994, the Company sent a letter to Northrop, a
copy of which is attached hereto as Exhibit (c)(23) and incorporated by
reference herein in its entirety. Pursuant to the Board authorization referred
to in the March 24, 1994 letter to Northrop, the Company today has had
discussions with Northrop.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(c)(22) Letter dated March 23, 1994 from Northrop Corporation to the Company
(c)(23) Letter dated March 24, 1994 from the Company to Northrop Corporation
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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
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Chairman of the Board and
Chief Executive Officer
Date: March 24, 1994
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EXHIBIT INDEX
EXHIBIT
(c)(22) Letter dated March 23, 1994 from Northrop Corporation to the Company
(c)(23) Letter dated March 24, 1994 from the Company to Northrop Corporation
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EXHIBIT (C)(22)
NORTHROP Corporate Vice President and Chief
Financial Officer
Northrop Corporation
1840 Century Park East
Los Angeles, California 90067
Telephone (310) 553-6262
March 23, 1994
VIA FACSIMILE
Mr. J. R. Anderson
Vice Chairman and
Chief Financial Officer
Grumman Corporation
1111 Stewart Avenue
Bethpage, NY 11714-3580
Dear Bob:
It has now been more than 10 days since we wrote you to advise that our
Board of Directors had authorized the acquisition of Grumman at a price $5 per
share in excess of the amount offered by Martin Marietta and that we are
prepared to enter into a tender offer/merger agreement with Grumman on
substantially identical terms to those in the Grumman-Martin Marietta agreement.
We appreciate the opportunity we were afforded to do limited "due
diligence" at Grumman last week, and I can advise that what we learned has
confirmed our strong desire to complete the acquisition. We are very firmly of
the view that there is greater value in a combination of Grumman with Northrop
than with Martin Marietta and the results of a free and open bidding process
will confirm that view.
We do not, of course, have knowledge whether Martin Marietta is considering
an increase in its offer price. If Martin Marietta determines to do so, we would
object most strenuously to any amendment of the existing Grumman-Martin Marietta
agreement that would have the effect of erecting still further barriers (in the
form of increased "lock-up" fees or otherwise) to a free and open competitive
bidding opportunity for Northrop.
It would be absolutely contrary to the best interests of Grumman's
stockholders if Grumman were to tilt the playing field against Northrop once
again by entering into further lock-up arrangements or by otherwise favoring
Martin Marietta.
Accordingly, we are requesting assurance from Grumman, in writing, by close
of business Pacific Standard Time on Thursday, March 24, 1994, to the following
effect:
(a) That Grumman will not amend or revise the existing merger
agreement between it and Martin Marietta in any respect that would impede
or make more expensive the acquisition of Grumman by Northrop, except for
any increase in the consideration payable to Grumman stockholders.
(b) That Grumman will take no action that would impede a free and open
competitive bidding and the ability of Northrop to submit to the Grumman
Board of Directors and stockholders a competing offer to any further offer
by Martin Marietta for the acquisition of Grumman and will take such
actions as may be necessary and appropriate to afford Northrop the
opportunity to do so.
Sincerely,
/S/ RICHARD B. WAUGH, JR.
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Richard B. Waugh, Jr.
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EXHIBIT (C)(23)
GRUMMAN CORPORATION
Bethpage, New York 11714-3580
March 24, 1994
Mr. Richard B. Waugh, Jr.
Corporate Vice President and
Chief Financial Officer
Northrop Corporation
1840 Century Park East
Los Angeles, California 90067
Dear Dick:
Pursuant to the request set forth in your letter to me dated March 23,
1994, this will advise you that Grumman Corporation will not take any action
except to the extent that the Board of Directors of Grumman Corporation
determines in its reasonable good faith business judgment that it is in the
interest of the shareholders of Grumman Corporation to take such action.
Please be advised that the Board of Directors of Grumman Corporation
pursuant to Section 6.2 of the Merger Agreement between it and Martin Marietta
has today authorized entering into discussions with Northrop.
Sincerely,
/S/ J. R. ANDERSON
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J. R. Anderson
cc: Martin Marietta Corporation
6001 Rockledge Drive
Bethesda, Maryland 26817
Attention: General Counsel
