<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 6)
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
GRUMMAN CORPORATION
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(NAME OF SUBJECT COMPANY)
NORTHROP ACQUISITION, INC.
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(BIDDER)
Common Stock, $1.00 par value per share
(Including the Associated Rights)
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(TITLE OF CLASS OF SECURITIES)
40018110
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(CUSIP NUMBER OF CLASS OF SECURITIES)
Richard R. Molleur, Esq.
Northrop Corporation
1840 Century Park East
Los Angeles, CA 90067
(310) 553-6262
COPY TO:
Karen E. Bertero, Esq.
Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, CA 90071
(213) 229-7000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
<S> <C>
$2,104,030,800.00 $420,806.16
</TABLE>
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* For purposes of calculating fee only. Assumes purchase of 35,067,180 shares
of Common Stock, $1.00 par value per share, of Grumman Corporation at $60.00
per share.
** 1/50th of 1% of Transaction valuation.
[_]CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(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: Not Applicable Filing party: Not Applicable
Form or registration no.: Not Applicable Date filed: Not Applicable
Page 1 of 4 Pages
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This Amendment No. 6 amends and supplements the Tender Offer Statement on
Schedule 14D-1, dated March 14, 1994 (the "Schedule 14D-1"), of Northrop
Acquisition, Inc. (the "Purchaser") and Northrop Corporation ("Northrop"), as
amended, filed in connection with the Purchaser's offer to purchase all of the
outstanding shares of Common Stock, par value $1.00 per share, of Grumman
Corporation, a New York corporation (the "Company"), and the associated
preferred stock purchase rights, as set forth in the Schedule 14D-1 (the
"Offer").
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
On March 30, 1994, Northrop received a letter from the Company, a copy of
which is attached hereto as Exhibit (c)(11) and incorporated herein by
reference in its entirety.
ITEM 10. ADDITIONAL INFORMATION TO BE FURNISHED.
The response to Item 10 is hereby amended and supplemented as follows:
At 11:59 p.m. on March 30, 1994 the 15-day waiting period applicable to the
Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
expired without the Federal Trade Commission or the Department of Justice
issuing a second request for information. Such expiration was a condition
to the Offer, and such condition has now been satisfied.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(c)(11) Letter dated March 30, 1994 from the Company to Northrop.
Page 2 of 4 Pages
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SIGNATURE
After due 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.
Dated:March 31, 1994
NORTHROP CORPORATION
/s/ Richard R. Molleur
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Name: Richard R. Molleur
Title: Corporate Vice President
NORTHROP ACQUISITION, INC.
/s/ Richard R. Molleur
----------------------------------------
Name: Richard R. Molleur
Title: Vice President and Secretary
Page 3 of 4 Pages
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
(c)(11) Letter dated March 30, 1994 from the Company to Northrop.
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Page 4 of 4 Pages
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[LETTERHEAD OF GRUMMAN CORPORATION]
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,
/s/ RENSO L. CAPORALI
Renso L. Caporali
RLC:dm
cc: Mr. Norman R. Augustine,
Chairman and Chief Executive Officer
Martin Marietta Corporation
