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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 4)
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. 4 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
At a special meeting of the Board on Monday, March 14, 1994, the Board
determined to respond affirmatively to Northrop Corporation's request, in their
letter of March 10, 1994 (previously filed as exhibit (c)(18)) to supply them
with "substantially the same non-public information concerning the Company that
was furnished to Martin Marietta" and to confirm "by the close of business
Monday, March 14, 1994 that we are prepared to furnish such information," and
directed that the letter filed herewith as exhibit (c)(19) be sent to Northrop
Corporation.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
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<S> <C>
(c)(19) Letter dated March 14, 1994 from the Company to Northrop 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
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Chairman of the Board and
Chief Executive Officer
Date: March 15, 1994
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
<S> <C>
(c)(19) Letter dated March 14, 1994 from the Company to Northrop Corporation
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EXHIBIT (C)(19)
GRUMMAN CORPORATION J. Robert Anderson
Bethpage, New York 11714-3580 Vice Chairman of the Board
and Chief Financial Officer
March 14, 1994
Mr. Kent Kresa
Chairman of the Board, President
and Chief Executive Officer
Northrop Corporation
1840 Century Park East
Los Angeles, California 90057
Dear Kent:
Pursuant to the request set forth in your letter to me dated March 10,
1994, this will advise you that Grumman Corporation will provide to Northrop
Corporation, pursuant to the confidentiality agreement between us, substantially
the same non-public information concerning Grumman that was furnished to Martin
Marietta Corporation.
Sincerely,
/S/ J. ROBERT ANDERSON
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J. Robert Anderson
cc: Martin Marietta Corporation
6801 Rockledge Drive
Bethesda, Maryland 16817
Attention: General Counsel
