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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 3)
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. 3 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
The response to Item 8 is hereby amended and supplemented as follows.
Litigation
On or about March 7, 1994, a putative class action was filed in the Supreme
Court of the State of New York, County of Nassau, on behalf of the Company's
shareholders, alleging causes of action arising out of the proposed acquisition
of the Company by Martin Marietta Corporation ("Martin" or "Parent"): Croyden
Associates, et al. v. Grumman Corp., et al., Index No. 94-005796. On or about
March 8, 1994, a putative class action was filed in the Supreme Court of the
State of New York, County of Nassau, on behalf of the Company's shareholders,
alleging causes of action arising out of the proposed acquisition of the Company
by Martin: Allen M. Olender, et al. v. Grumman Corp., et al. On or about March
11, 1994, a putative class action was filed in the Supreme Court of the State of
New York, County of Nassau, on behalf of the Company's shareholders, alleging
causes of action arising out of the proposed acquisition of the Company by
Martin and the proposed Northrop transaction: John Mezzasalma v. Grumman Corp.,
et al., Index No. 94-006300.
The defendants in the actions identified above are the Company, Martin and
each of the directors of the Company. The lawsuits allege substantially similar
causes of action of breaches of fiduciary duty against Grumman and the Board,
and allege that Martin aided and abetted those breaches of duty. The actions
seek, inter alia, to enjoin the proposed transactions with Martin on the grounds
that the consideration to be paid is inadequate and unfair and that the Board
has failed to maximize shareholder value, to rescind any transactions
effectuated by defendants, and monetary damages.
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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 14, 1994
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