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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 7)
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. 7 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 21, 1994, the Company received a letter from Martin, a copy of
which is attached hereto as Exhibit (c)(20) and incorporated by reference herein
in its entirety. On March 23, 1994, the Company sent a letter to Martin, a copy
of which is attached hereto as Exhibit (c)(21) and incorporated by reference
herein in its entirety.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(c)(20) Letter dated March 21, 1994 from Martin Marietta Corporation to the
Company
(c)(21) Letter dated March 23, 1994 from the Company to Martin Marietta
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
Chairman of the Board and
Chief Executive Officer
Date: March 23, 1994
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EXHIBIT INDEX
EXHIBIT
(c)(20) Letter dated March 21, 1994 from Martin Marietta Corporation to the
Company
(c)(21) Letter dated March 23, 1994 from the Company to Martin Marietta
Corporation
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EXHIBIT(C)(20)
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<S> <C>
MARTIN MARIETTA CORPORATION 6801 Rockledge Drive
Bethesda, Maryland 20817
Telephone (301) 887-4186
NORMAN R. AUGUSTINE
Chairman and Chief Executive Officer
</TABLE>
March 21, 1994
Dr. Renso L. Caporali
Chairman & CEO
Grumman Corporation
1111 Stewart Avenue
Bethpage, NY 11714-3580
Dear Dr. Caporali
I have received your letter of March 14, 1994 in which you advised that
Grumman's Board had determined to accede to Northrop's request and provide
Northrop with "substantially the same non-public information concerning Grumman"
that had been furnished to Martin Marietta. You informed me that Grumman had
taken that action based on its view that such action was permissible pursuant to
Section 6.2 of the Merger Agreement between our companies. It is my
understanding that the information is being provided subject to the terms of
Northrop's Confidentiality Agreement with Grumman which contains certain
"standstill" provisions which prohibit Northrop from making an unsolicited offer
for Grumman's shares until after January 1996.
Martin Marietta relied on the existence of those provisions at the time of
our initial discussions with you, based upon Grumman's advice that it previously
had shared confidential information with another party pursuant to the terms of
a Confidentiality Agreement essentially the same as the Grumman Confidentiality
Agreement with Martin Marietta. It is clear, however, that Northrop is in breach
of its Confidentiality Agreement by virtue of its hostile offer for Grumman's
common shares. Northrop's Confidentiality Agreement precludes any offer by it to
acquire shares of Grumman "unless specifically invited" by Grumman to do so.
Insofar as were are aware, no such invitation had been issued at the time
Northrop made its offer, and the Merger Agreement between Grumman and Martin
Marietta expressly precludes Grumman from inviting Northrop to make an offer to
acquire Grumman shares. If Grumman were not to enforce the Confidentiality
Agreement with Northrop, such failure will constitute a breach of Sections 6.2
and 6.4 of the Merger Agreement. I certainly hope that Grumman remains committed
to the Merger Agreement which we entered into in good faith.
Finally, our Merger Agreement requires that Grumman protect the Martin
Marietta proprietary business data that we provided during the merger
negotiations which, if compromised in any way, would cause us extensive harm. I
am certain you will take the necessary steps to fully protect us from any
possible compromise.
Please be advised that Martin Marietta insists on compliance with the
Merger Agreement, including without limitation, Sections 6.2 and 6.4. I would
appreciate your prompt advice as to whether Grumman intends to seek to enforce
the Confidentiality Agreement against Northrop.
Sincerely,
[facsimile signature]
Norman R. Augustine
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EXHIBIT(C)(21)
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<S> <C>
GRUMMAN CORPORATION
BETHPAGE, NEW YORK 11714-3580
DR. RENSO L. CAPORALI
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
</TABLE>
March 23, 1994
Mr. Norman R. Augustine
Chairman and Chief
Executive Officer
Martin Marietta Corporation
6801 Rockledge Drive
Bethesda, Maryland 26817
Dear Norm:
I have received your letter of March 21 asking for our prompt advice as to
whether Grumman intends to seek to enforce the Confidentiality Agreement against
Northrop and making reference to "certain 'standstill' provisions which prohibit
Northrop from making an unsolicited offer for Grumman's shares until after
January 1996."
First, let me assure you that Grumman has complied and continues to comply
with the existing Merger Agreement between our companies, including, without
limitation, Section 6.2 and 6.4 thereof and also that the Northrop tender offer
was uninvited.
In my March 14 letter to you, I pointed out that our Directors have taken
their action to respond affirmatively to Northrop's request to supply Northrop
with "substantially the same non-public information concerning Grumman that was
furnished to Martin Marietta" in accordance with the express provisions of
Section 6.2 of our Agreement and Plan of Merger, which provides:
The Company may, directly or indirectly, furnish information and access,
in each case only in response to unsolicited requests therefor, to any
corporation, partnership, person or other entity or group pursuant to
confidentiality agreements, . . .if such entity or group has submitted a
written proposal to the Board relating to any such transaction and the
Board by a majority vote determines in its good faith judgment, based as
to legal matters on the written opinion of legal counsel [which has been
received by the Board], that failing to take such action would
constitute a breach of the Board's fiduciary duty.
With respect to your request that we "enforce the Confidentiality Agreement
with Northrop", we believe that in order to have a court enforce the
Confidentiality Agreement's standstill provisions against the $60 a share
Northrop tender offer under present circumstances, it would be necessary to
demonstrate the manner in which Grumman would be damaged if such standstill
provisions were not enforced and, to secure injunctive relief, to demonstrate
irreparable injury to Grumman. We would welcome any thoughts you have on this
subject and our lawyers are also available for discussion with your lawyers.
With respect to the other provisions of the Confidentiality Agreement with
Northrop, we have no reason to believe that they are not fully binding and
enforceable. I want to assure you that we, of course, have no intention of
disclosing Martin Marietta's proprietary business data.
Sincerely,
[facsimile signature]
Renso L. Caporali
