<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-9
(AMENDMENT NO. 2)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
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)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
This Amendment No. 2 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. Attached hereto as Exhibit
(a)(11) is the information distributed to shareholders of the Company.
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 10, 1994, the Company received a letter from Northrop, a copy of which
is attached hereto as Exhibit (c)(18) and incorporated herein by reference in
its entirety.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(c)(18) Letter dated March 10, 1994 from Northrop Corporation to the Company
1
<PAGE> 3
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 11, 1994
2
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
---------
<S> <C>
(c) (18) Letter dated March 10, 1994 from Northrop Corporation to the
Company
</TABLE>
3
<PAGE> 1
EXHIBIT (C)(18)
Chairman of the Board
President and
Chief Executive Officer
March 10, 1994
VIA FACSIMILE
Mr. J. R. Anderson
Vice Chairman and Chief Financial Officer
Grumman Corporation
1111 Stewart Avenue
Bethpage, N.Y. 11714-3530
Dear Bob:
The Board of Directors of Northrop Corporation have authorized the
acquisition of Grumman Corporation at a cash price of $60 per share, $5 per
share in excess of the recently announced offer by Martin Marietta. On Monday,
March 14, we will commence a tender offer for all shares of Grumman Corporation.
We have received a commitment letter from the Chase Manhattan Bank N.A. and
Chemical Bank totaling $2.8 billion to finance the acquisition.
Our Board has authorized us also to enter into a tender offer/merger
agreement with Grumman on substantially identical terms as those between Grumman
and Martin Marietta. In this connection, we are prepared, upon completion of the
acquisition, to recommend to our stockholders that the name of this corporation
be changed to Northrop-Grumman Corporation, to preserve the proud heritage of
the Grumman name in U. S. military aviation.
Grumman's stockholder interests were not well served when the decision was
made to enter into the agreement with Martin Marietta. In light of the fiduciary
duties of the directors of Grumman to its stockholders, we believe that its
Board of Directors has a legal duty to facilitate the receipt by its
stockholders of Northrop's offer, in order that they may freely choose what is
obviously a much more favorable transaction. For the same reasons, we believe
that we should be furnished substantially the same non-public information
concerning Grumman that was furnished to Martin Marietta. We request your
confirmation by the close of business Monday, March 14, that you are prepared to
furnish such information.
We and our representatives have been negotiating with Grumman in good faith
since early December, responding to Grumman's clear statements that it was "not
for sale". We had been working to achieve a mutually acceptable business
combination which corresponded as closely as possible to what we understood to
be our shared strategic vision. Now, it appears from the tender offer documents
that we were not playing on a "level playing field". As early as February 16,
your representative asked Martin Marietta but not us to submit their highest and
best offer. We never received such a request. Never, in the entire process were
we advised that you were in negotiations with another party, that a decision had
been made to sell Grumman, or that we should submit our highest and best bid.
Then, even after we informed you by letter on February 25 of our interest
in acquiring Grumman for cash at a price per share "of not less than $50" if
invited to do so, Grumman proceeded to enter an agreement with Martin Marietta
containing a $50,000,000 lock-up payment to be paid to Martin Marietta if their
tender offer is overbid. Under the circumstances, we believe the lock-up
agreement with Martin Marietta is improper and illegal.
<PAGE> 2
We believe a combination of our companies is a very sound strategic fit
which serves our national interest. As we discussed, the transaction is based on
the great synergistic fit of our respective businesses. Most importantly, our
offer serves the interest of your shareholders and represents an excellent
long-term investment for Northrop's shareholders.
We look forward to your prompt response.
Sincerely,
Kent Kresa
2
