<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
SCHEDULE 14D-1
(AMENDMENT NO. 3)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
----------------------------
GRUMMAN CORPORATION
(Name of Subject Company)
MMC ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
MARTIN MARIETTA CORPORATION
(Bidders)
<TABLE>
<S> <C>
COMMON STOCK, $1.00 PAR VALUE PER SHARE
(Including the associated Rights) 40018110
---------------------------------------------- ---------------------------------------------
(Title of Class of Securities) (CUSIP Number of Class of Securities)
</TABLE>
FRANK H. MENAKER, JR., ESQ.
MARTIN MARIETTA CORPORATION
6801 ROCKLEDGE DRIVE
BETHESDA, MARYLAND 20817
(301) 897-6125
-------------------------------------------------------------------
(Names, Addresses and Telephone Numbers of Persons Authorized
to Receive Notices and Communications on Behalf of Bidder)
With copies to:
<TABLE>
<S> <C>
LEONARD P. LARRABEE, JR., ESQ. EILEEN NUGENT SIMON, ESQ.
DEWEY BALLANTINE SKADDEN, ARPS, SLATE
1301 AVENUE OF THE AMERICAS MEAGHER & FLOM
NEW YORK, NEW YORK 10019 919 THIRD AVENUE
(212) 259-6800 NEW YORK, NEW YORK 10022
(212) 735-3176
</TABLE>
<TABLE>
<CAPTION>
CALCULATION OF FILING FEE
========================================================================
<S> <C>
TRANSACTION VALUATION AMOUNT OF FILING FEE
------------------------------------------------------------------------
$1,928,964,900 $385,738.98
========================================================================
</TABLE>
/ / Check box if any part of the fee is offset by Rule O-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
Amount Previously Paid:
------------------------------------------------
Form or Registration No.:
----------------------------------------------
Filing Party:
----------------------------------------------------------
Date Filed:
------------------------------------------------------------
<PAGE> 2
This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule 14D-1, dated March 8, 1994 (the "Schedule 14D- 1"), of Martin Marietta
Corporation, a Maryland corporation ("Parent"), and MMC Acquisition Corp., a
New York corporation (the "Purchaser"), filed in connection with the Offer as
set forth in the Schedule 14D-1. Capitalized terms used herein shall have the
definitions set forth in the Schedule 14D-1 unless otherwise provided herein.
Pursuant to Instruction D, the Schedule 14D-1 is hereby amended and
supplemented as follows:
By letter dated April 3, 1994, the Company notified Parent that the Board
determined that Northrop Corporation's amended offer of $62.00 per Share is
more favorable to the Company's shareholders than the Offer and the Merger and
elected to terminate the Merger Agreement pursuant to Section 8.1(d)(ii)
thereof. In connection with such termination, the Company delivered to Parent
the $50 million fee required by Section 8.3(b)(iii) of the Merger Agreement.
As a result of the termination of the Merger Agreement by the Company, Parent
and the Purchaser announced on April 4, 1994 that they would allow the Offer to
expire at midnight on April 4, 1994. Attached as Exhibit (a)(11) is a copy of
the press release issued by Parent on April 4, 1994. Accordingly, the Offer
has terminated and no Shares have been purchased thereunder by the Purchaser.
ITEM 11. MATERIAL REQUIRED TO BE FILED AS EXHIBITS.
(a)(11) Press Release of Parent dated April 4, 1994.
<PAGE> 3
SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
MARTIN MARIETTA CORPORATION
By: /s/ Stephen M. Piper
-----------------------------------
Name: Stephen M. Piper
Title: Assistant General Counsel
MMC ACQUISITION CORP.
By: /s/ Stephen M. Piper
-----------------------------------
Name: Stephen M. Piper
Title: Assistant General Counsel
Dated: April 5, 1994
<PAGE> 4
EXHIBIT INDEX
EXHIBIT
(a)(11) Press Release of Parent dated April 4, 1994.
<PAGE> 1
Exhibit (a)(11)
MARTIN MARIETTA CORPORATION
(LETTERHEAD)
IMMEDIATE RELEASE
MARTIN MARIETTA
SAYS NO TO HIGHER BID
FOR GRUMMAN
BETHESDA, Maryland, April 4 -- Martin Marietta Corporation said today that
it will allow its $55 per-share tender offer for Grumman Corporation
shares to expire at midnight tonight.
Citing its letter to Grumman dated February 21, 1994, wherein Martin
Marietta described its $55 offer as its "best proposal," the Corporation
said today it would not be in the best interests of Martin Marietta
stockholders to increase its offer.
"$55 per-share is a full and fair price and represents our highest offer,"
said Norman R. Augustine, Martin Marietta's Chairman and Chief Executive
Officer.
"While we are disappointed that Grumman employees will not have a chance
to join with Martin Marietta, our already considerable regard for their
talents and capabilities is even greater following the past two months of
working together. We wish them well in their future endeavors," Augustine
said.
Attached is a copy of a letter sent by Martin Marietta to Grumman on March
31, 1994.
###
<PAGE> 2
Exhibit (a)(11)
MARTIN MARIETTA CORPORATION 6801 ROCKLEDGE DRIVE
BETHESDA, MARYLAND 20817
TELEPHONE (301) 897-6185
NORMAN R. AUGUSTINE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
March 31, 1994
Board of Directors
Grumman Corporation
c/o Gene T. Sykes
Goldman Sachs & Co.
85 Broad Street
New York, NY 10004
Lady and Gentlemen:
We have received the letter dated March 28, 1994 from Dr. Caporali
regarding proposals for the acquisition of Grumman.
On February 21, 1994, Martin Marietta provided to Grumman
Corporation a proposal to enter into discussions leading to a cash tender
for Grumman shares at $55.00 per share. In that letter, we indicated that
we had placed "the highest value possible on Grumman", and that it was
"our best proposal". We relied upon assurances that the other potential
suitor had executed a binding agreement, virtually identical to our own,
that precluded any unsolicited offer and we chose to provide our highest
and best offer in that proposal to "avoid a debilitating and unpredictable
auction process".
As a result of your acceptance of our proposal, our two companies
worked together to complete an unusual reciprocal due diligence
investigation whereby we made available to Grumman highly sensitive and
confidential information about our company. In addition, we went so far
as to collectively develop a strategic plan for capitalizing on the
combined company's strengths in the consolidating defense marketplace. We
then jointly announced on March 7, 1994 a Grumman/Martin Marietta
combination "on the leading edge of the industry consolidation".
Martin Marietta remains excited about the benefits of a
Grumman/Martin Marietta combination and committed to the terms of the
March 6, 1994 Merger Agreement (the "Merger Agreement") between our two
companies. We have consistently made clear that Martin Marietta has no
interest in participating in an auction process which we believe would be
damaging to Grumman, its employees and our mutual customers. As we stated
in our February 21, 1994 letter, Martin Marietta's Board of Directors
believes that $55.00 per share is a full and fair price for Grumman shares
and truly represents our "highest and best offer". As a result, while we
are fully prepared to carry out the terms of the Merger Agreement, we do
not believe that it is in our shareholders' best interests to increase our
offer.
<PAGE> 3
Exhibit (a)(11)
Grumman Corporation
March 31, 1994
Page 2
Grumman cannot enter into a merger agreement with Northrop (or any
other third party) while the Merger Agreement is in effect. We recognize
that Grumman has the right to terminate the Merger Agreement pursuant to
Section 8.1(d)(ii) thereof if Grumman's Board determines in its good faith
judgement and in the exercise of its fiduciary duties, based on the
written opinion of legal counsel, that a different offer is more favorable
to Grumman's shareholders. However, such termination would not be
effective until the $50 Million fee required by Section 8.3(b) has been
paid. While we hope that Grumman does not choose this course of action,
we enclose wiring instructions in the event Grumman decides to proceed in
this manner. Also, pursuant to Section 8.3(c) of the Merger Agreement,
our out-of-pocket fees and expenses, not to exceed $8.8 Million would be
payable upon such a termination and within one business day of request
thereof. In such event we would expect to submit promptly a reimbursement
request under Section 8.3(c).
Despite our disappointment at the possibility that the Grumman
employees may not have the opportunity to join with Martin Marietta in a
combination that Dr. Caporali indicated would be "far superior to any of
our other options" we maintain our high regard for the Grumman legacy and
its people.
If there are any questions, please feel free to contact us at your
convenience. We can be reached through our advisors at Bear Stearns &
Co., Mr. Denis Bovin (212) 272-6938 or Mr. Michael J. Urfirer (212)
272-3331.
Sincerely,
Norman R. Augustine
2
