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. 4 - Final Amendment)
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: [X]
Page 1 of 4 Pages
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This Amendment No. 4 (this "Amendment"), the final 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, Amendment No. 2
filed by AT&T and Purchaser on March 13, 2000, and Amendment No. 3 filed by AT&T
and Purchaser on March 22, 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 (as amended by the amendments to the Schedule TO) and in
the related Letter of Transmittal.
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 by adding thereto the following:
The Offer expired at 5:00 p.m., Eastern time, on Monday, March 27, 2000.
Pursuant to the Offer, based upon a report from the Depositary for the Offer,
the Purchaser accepted for payment 12,019,148 Shares, representing approximately
96% of the outstanding Shares (including 563,161 Shares tendered pursuant to
guaranteed delivery). On March 28, 2000, AT&T issued a press release announcing
the closing of the tender offer and that it expects to complete the merger of
Purchaser into GRC shortly.
The full text of AT&T's March 28, 2000 press release is attached as
Exhibit (a)(12) 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)(12) Text of Press Release issued by AT&T on March 28, 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 28, 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
<PAGE>
EXHIBIT INDEX
(a)(12) Text of press release issued by AT&T Corp. on March 28, 2000.
Page 4 of 4 Pages
Exhibit (a)(12)
[AT&T Corp. Logo]
NEWS RELEASE
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For Further Information:
David Caouette
908-221-6382
[email protected]
AT&T COMPLETES TENDER OFFER
FOR GRC INTERNATIONAL
For Immediate Release: Tuesday, March 28, 2000
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New York -- AT&T today announced that it had successfully completed its
$15.00 per share cash tender offer for all outstanding shares of GRC
International, Inc. common stock. The tender offer expired at 5:00 p.m., Eastern
time, on March 27, 2000.
Approximately 12,019,000 GRC International shares, representing about 96
percent of the outstanding shares, had been validly tendered and not withdrawn
prior to the expiration of the offer (including approximately 563,000 shares
that are guaranteed to be delivered).
AT&T expects to complete the merger of GRC International with a wholly
owned subsidiary of AT&T within the next few days in accordance with Delaware's
short-form merger provisions. As a result of the merger, each remaining
outstanding share of GRC International will be converted, subject to appraisal
rights, into the right to receive the same $15.00 per share in cash, without
interest.
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