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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GRC INTERNATIONAL, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
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(Title of Class of Securities)
361922 10 7
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(CUSIP Number)
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MARILYN J. WASSER, ESQ.
VICE PRESIDENT AND SECRETARY
AT&T CORP.
32 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10013-2412
TELEPHONE: (212) 387-5400
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(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
FEBRUARY 14, 2000
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(Date of Event Which Requires Filing of This
Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box: | |.
Page 1 of 7 Pages
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<PAGE>
SCHEDULE 13D
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CUSIP No. 361922 10 7 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AT&T CORP.
I.R.S. IDENTIFICATION NO. 13-4924710
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) | |
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3 SEC USE ONLY
| |
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4 SOURCE OF FUNDS
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
| |
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6 CITIZENSHIP OR PLACE ORGANIZATION
NEW YORK
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7
SOLE VOTING POWER
-0-*
NUMBER OF
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8
SHARES SHARED VOTING POWER
3,709,700*
BENEFICIALLY
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9
OWNED BY SOLE DISPOSITIVE POWER
-0-*
EACH
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10
REPORTING SHARED DISPOSITIVE POWER
-0-*
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,709,700*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.7%*
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14 TYPE OF REPORTING PERSON
CO
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* On February 14, 2000, AT&T Corp. ("AT&T") and LMN
Corporation (the "Purchaser") entered into Stockholder
Agreements (the "Stockholder Agreements") with two
stockholders (the "Stockholders") of GRC International, Inc.
("GRC International"), which are described in Section 11 of
the Offer to Purchase dated February 22, 2000 (the "Offer to
Purchase") which was filed as an exhibit to the Schedule TO
filed with the Securities and Exchange Commission on February
22, 2000 by AT&T and the Purchaser (the "Schedule TO").
Pursuant to the Stockholder Agreements, the Stockholders
generally have agreed to tender in accordance with the terms
of the tender offer described in the Schedule TO, an
aggregate of 3,709,700 shares of common stock, par value $.10
per share, of GRC International (the "Common Stock"). In
addition, the parties to the Stockholder Agreements have
granted limited irrevocable proxies with respect to such
shares of Common Stock to AT&T.
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SCHEDULE 13D
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CUSIP No. 361922 10 7 Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
LMN CORPORATION
I.R.S. IDENTIFICATION NO. 36-4345949
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) | |
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3 SEC USE ONLY
| |
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4 SOURCE OF FUNDS
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
| |
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6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
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7
SOLE VOTING POWER
-0-+
NUMBER OF
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8
SHARES SHARED VOTING POWER
3,709,700+
BENEFICIALLY
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9
OWNED BY SOLE DISPOSITIVE POWER
-0-+
EACH
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10
REPORTING SHARED DISPOSITIVE POWER
-0-+
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,709,700+
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.7%+
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14 TYPE OF REPORTING PERSON
CO
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+ On February 14, 2000, AT&T Corp. ("AT&T") and LMN
Corporation (the "Purchaser") entered into Stockholder
Agreements (the "Stockholder Agreements") with two
stockholders (the "Stockholders") of GRC International,
Inc. ("GRC International"), which are described in
Section 11 of the Offer to Purchase dated February
22, 2000 (the "Offer to Purchase") which was filed as
an exhibit to the Schedule TO filed with the Securities
and Exchange Commission on February 22, 2000 by AT&T and the
Purchaser (the "Schedule TO"). Pursuant to the Stockholder
Agreements, the Stockholders generally have agreed to tender
in accordance with the terms of the tender offer described in
the Schedule TO, an aggregate of 3,709,700 shares of common
stock, par value $.10 per share, of GRC International (the
"Common Stock"). In addition, the parties to the Stockholder
Agreements have granted limited irrevocable proxies with
respect to such shares of Common Stock to AT&T.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Schedule 13D") relates to the
Common Stock of GRC International, a Delaware corporation. GRC International's
principal executive offices are located at 1900 Gallows Road, Vienna, Virginia
22182.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) and (f). This Schedule 13D is being filed by AT&T and the
Purchaser. Reference is made to the information set forth in the "Introduction,"
Section 9 ("Certain Information Concerning AT&T and the Purchaser"), and
Schedule I ("Directors and Executive Officers of AT&T and the Purchaser") of the
Offer to Purchase, which is incorporated herein by reference.
(d) - (e) During the last five years, neither AT&T, the Purchaser,
nor, to the knowledge of AT&T or Purchaser, any of the persons listed on
Schedule I (Directors and Executive Officers of AT&T and the Purchaser) of the
Offer to Purchase, which is incorporated herein by reference, (1) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (2) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Reference is made to the information set forth in Section 12
("Source and Amount of Funds") of the Offer to Purchase, which is incorporated
herein by reference.
ITEM 4. PURPOSE OF THE TRANSACTION.
Reference is hereby made to the information set forth in the
"Introduction," Section 7 ("Possible Effects of the Offer on the Market for the
Shares; NYSE Listing; Securities Exchange Act Registration; Margin
Regulations"), Section 10 ("Background of the Offer; Contacts with GRC
International"), Section 11 ("Purpose of the Offer; the Merger Agreement; the
Stockholder Agreements; Appraisal Rights; Plans for GRC International") and
Section 13 ("Dividends and Distributions") of the Offer to Purchase, which is
incorporated herein by reference.
Except for the foregoing, AT&T and the Purchaser have no plans or proposals
which relate to or would result in:
(a) the acquisition of any additional securities of GRC International,
or the disposition of any securities of GRC International;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving GRC International or any of
its subsidiaries;
(c) a sale or transfer of a material amount of assets of GRC
International or any of its subsidiaries;
(d) any change in the present board of directors or management of GRC
International, including any plans or proposals to change the number
or term of directors or to fill any vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of GRC International;
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(f) any material change in GRC International's business or corporate
structure;
(g) any change in GRC International's charter or by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of GRC International by any person;
(h) causing a class of securities of GRC International to be delisted
from a national securities exchange or to cease to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of GRC International becoming eligible
for termination and registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) any action similar to the foregoing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(d) Reference is hereby made to the information set forth in the
"Introduction", Section 9 ("Certain Information Concerning AT&T and the
Purchaser"), Section 11 ("Purpose of the Offer; the Merger Agreement; the
Stockholder Agreements; Appraisal Rights; Plans for GRC International") and
Schedule I ("Directors and Executive Directors of AT&T and the Purchaser") of
the Offer to Purchase, which is incorporated herein by reference, and to the
information set forth in Items 7 through 11 and Item 13 on the cover pages to
this Schedule 13D.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Reference is hereby made to the information set forth in "Introduction,"
Section 9 ("Certain Information Concerning AT&T and the Purchaser"), Section 11
("Purpose of the Offer; the Merger Agreement; the Stockholder Agreements;
Appraisal Rights; Plans for GRC International") of the Offer to Purchase, which
is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Offer to Purchase, dated February 22, 2000 (Incorporated by reference
to Exhibit (a)(1) to the Schedule TO).
2. Agreement and Plan of Merger, dated as of February 14, 2000, among
AT&T, the Purchaser and GRC International (Incorporated by reference to
Exhibit (d)(1) to the Schedule TO).
3. Stockholder Agreement, dated as of February 14, 2000, among AT&T, the
Purchaser and Cilluffo Associates, L.P. (Incorporated by reference to
Exhibit (d)(3) to the Schedule TO).
4. Stockholder Agreement, dated as of February 14, 2000, among AT&T, the
Purchaser and Gerald R. McNichols (Incorporated by reference to Exhibit
(d)(4) to the Schedule TO).
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SIGNATURES
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.
Dated: February 24, 2000
AT&T CORP.
By: /s/ Gary A. Swenson
Name: Gary A. Swenson
Title: Assistant Secretary
LMN CORPORATION
By: /s/ Gary A. Swenson
Name: Gary A. Swenson
Title: Secretary
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INDEX OF EXHIBITS
1. Offer to Purchase, dated February 22, 2000 (Incorporated by reference
to Exhibit (a)(1) to the Schedule TO).
2. Agreement and Plan of Merger, dated as of February 14, 2000, among AT&T
Corp., LMN Corporation and GRC International, Inc. (Incorporated by
reference to Exhibit (d)(1) to the Schedule TO).
3. Stockholder Agreement, dated as of February 14, 2000, among AT&T Corp.,
LMN Corporation and Cilluffo Associates, L.P. (Incorporated by
reference to Exhibit (d)(3) to the Schedule TO).
4. Stockholder Agreement, dated as of February 14, 2000, among AT&T Corp.,
LMN Corporation and Gerald R. McNichols (Incorporated by reference to
Exhibit (d)(4) to the Schedule TO).
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