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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 14)
(WITH RESPECT TO THE TENDER OFFER BY MARTIN MARIETTA CORPORATION)
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
(516) 575-3871
(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. 14 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated March 8, 1994, as
amended (the "Schedule 14D-9"), of Grumman Corporation, a New York corporation
(the "Company"), filed in connection with the Offer of Martin Marietta
Corporation 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 9. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(12) -- Press release issued by the Company on April 4, 1994
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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: April 4, 1994
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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(a)(12) -- Press release issued by the Company on April 4, 1994
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EXHIBIT (A)(12)
GRUMMAN CORPORATION
BETHPAGE, NEW YORK 11714-3580
GRUMMAN APPROVES NORTHROP TENDER OFFER
BETHPAGE, New York, April 4, 1994 -- Grumman Corporation's board of directors
unanimously approved a tender offer from Northrop Corporation of $62 a share for
Grumman common stock, and recommended that shareholders tender their shares.
The Northrop tender offer is an increase from its $60 a share offer made on
March 10. This followed a March 7 tender offer from Martin Marietta Corporation
for $55 a share. The Martin Marietta offer had been approved by Grumman's board
on March 6, before the Northrop offer was received. However, Martin Marietta did
not increase its offer on March 31, when Grumman had asked the two companies to
submit their final bids.
Renso L. Caporali, Grumman chairman, said, "An increase of $7 a share over
the original offer is an excellent deal for our shareholders, and we're pleased
to have four weeks of uncertainty behind us. Northrop's determination showed how
highly they regard Grumman's people, technologies and programs. I'm sure there
will be a smooth transition from the Grumman Corporation to the Northrop Grumman
Corporation.
"We continue to believe that consolidation is the only sensible answer to
the overcapacity in our industry, and the combined strengths of our two
companies will make Northrop Grumman a formidable competitor," Caporali added.
