<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
SCHEDULE 14D-1
(AMENDMENT NO.1)
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 MARIETTTA CORPORATION
(Bidders)
<TABLE>
<CAPTION>
COMMON STOCK, $1.00 PAR VALUE PER SHARE
(Including the associated Rights) 40018110
--------------------------------- -----------------------------------------
<S> <C>
(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) 867-6125
-----------------------------------------------------------------------
(Names, Addresses and Telephone Numbers of Persons Authorized
to Receive Notices and Communications on Behalf of Bidder)
With copies to:
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
CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE
$1,928,964,900 $385,738.98
[ ] 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. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1, dated March 8, 1994 (the "Schedule 14D-1"), of Martina
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.
ITEM 10 ADDITIONAL INFORMATION TO BE FURNISHED
The response to Item 10 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
shareholders of Grumman Corporation, a New York corporation (the "Company"),
alleging causes of action arising out of the proposed acquisition of the
Company by 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 Parent: 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 Parent: John Mezzasalma v. Grumman
Corp., et al., Index No. 94-006300.
The defendants in the actions identified above are the Company, Parent
and each of the directors of the Company. The lawsuits allege substantially
similar causes of action for breaches of fiduciary duty against the Company and
the Board, and allege that Parent aided and abetted those breaches of fiduciary
duty. The actions seek, inter alia, to enjoin the proposed transactions with
Parent 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.
<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/ Frank H. Menaker, Jr.
-----------------------------
Name: Frank H. Menaker, Jr.
Title: Vice President
MMC ACQUISITION CORP.
By: /s/Frank H. Menaker, Jr.
-----------------------------
Name: Frank H. Menaker, Jr.
Title: Vice President
Dated: March 18, 1994
2
