SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Schedule TO/A
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 3)
GRC International, Inc.
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(Name of Subject Company)
LMN Corporation
AT&T Corp.
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(Name of Filing Person - Offeror)
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 of Class of Securities)
Marilyn J. Wasser, Esq.
Vice President and Secretary
AT&T Corp.
32 Avenue of the Americas
New York, NY 10013-2412
Telephone: (212) 387-5400
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing
Persons)
Copy to:
Steven A. Rosenblum, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$205,921,425 $41,184.29
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* Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of 13,728,095 shares of common stock, par value $.10
per share (the "Shares"), at a price per Share of $15.00 in cash. Such number of
Shares represents the sum of (i) all of the Shares outstanding as of January 31,
2000, (ii) all Shares issuable upon exercise of outstanding warrants to purchase
Shares and (iii) all Shares issuable upon exercise of outstanding options to
purchase Shares that could be exercised on or prior to the expiration of the
tender offer described in this Tender Offer Statement on Schedule TO.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(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: $41,184.29
Form or Registration No.: Schedule TO, Amendment No. 1 to Schedule TO
Filing Party: AT&T Corp.
Date Filed: February 22, 2000 (Schedule TO), March 3, 2000 (Amendment No. 1)
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
Page 1 of 4 Pages
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This Amendment No. 3 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO filed by AT&T Corp., a New York
corporation ("AT&T"), and LMN Corporation, a Delaware corporation and a wholly
owned subsidiary of AT&T ("Purchaser"), on February 22, 2000, as amended by
Amendment No. 1 filed by AT&T and Purchaser on March 3, 2000 and Amendment No. 2
filed by AT&T and Purchaser on March 13, 2000 (as amended, the "Schedule TO"),
relating to the offer (the "Offer") by Purchaser to purchase all outstanding
shares of Common Stock, par value $0.10 per share (the "Shares"), of GRC
International, Inc., a Delaware corporation ("GRC"), at a purchase price of
$15.00 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase (the "Offer to Purchase") and in
the related Letter of Transmittal, copies of which are attached as Exhibits
(a)(1) and (a)(2) to the Schedule TO.
This Amendment also amends and supplements the Statement on Schedule
13D with respect to GRC filed by AT&T and Purchaser with the Securities and
Exchange Commission on February 24, 2000.
ITEMS 1 THROUGH 9 AND 11.
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Items 1 through 9 and 11 of the Schedule TO are hereby amended and
supplemented with the following information:
On March 20, 2000, AT&T issued a press release announcing the
extension of the period of time during which the Offer will remain open to 5:00
p.m., Eastern time, on Monday, March 27, 2000. The full text of AT&T's March 20,
2000 press release is attached as Exhibit (a)(11) hereto and incorporated herein
by reference.
ITEM 12. EXHIBITS
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Item 12 of the Schedule TO is hereby amended by adding thereto the
following:
(a)(11) Text of Press Release issued by AT&T on March 20, 2000.
Page 2 of 4 Pages
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SIGNATURE
After due 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: March 21, 2000
LMN CORPORATION
By /s/ Mary Jane McKeever
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Name: Mary Jane McKeever
Title: President
AT&T CORP.
By /s/ Mary Jane McKeever
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Name: Mary Jane McKeever
Title: Vice President
Page 3 of 4 Pages
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EXHIBIT INDEX
(a)(11) Text of press release issued by AT&T Corp. on March 20, 2000.
Page 4 of 4 Pages
Exhibit (a)(11)
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[AT&T Logo]
NEWS RELEASE
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For Further Information:
David Caouette
908-221-6382
[email protected]
AT&T EXTENDS GRC TENDER OFFER
For Immediate Release: Monday, March 20, 2000
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New York - AT&T today announced that it is extending its cash tender offer
for GRC International, Inc. to 5:00 p.m., Eastern time, on Monday, March 27,
2000.
On February 14, 2000, AT&T and GRC International announced that they had
entered into a definitive merger agreement. Shortly thereafter, AT&T, through a
wholly owned subsidiary, began a cash tender offer to purchase all of the
outstanding common shares of GRC International for $15.00 per share. The
extension of the offer to 5:00 p.m., Eastern time, on March 27, 2000 is required
under the merger agreement.
The offer is conditioned upon, among other things, the valid tender of
shares representing at least a majority of the shares of GRC International's
outstanding common stock on a fully diluted basis. At the close of business on
March 20, 2000, approximately 11.2 million shares of GRC International common
stock, representing about 90 percent of the total outstanding, had been validly
tendered with the offer. AT&T also said an additional 572,987 shares, or 4.6
percent of the total shares outstanding, are guaranteed to be delivered within
the next three days.
