SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Schedule TO
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
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 $.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
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Vice President and Secretary
AT&T Corp.
32 Avenue of the Americas
New York, New York 10013-2412
Telephone: (212) 387-5400
(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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Not Applicable Not Applicable
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[ ] 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: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[ ] 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: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[X] 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:
[ ] 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.
[ ] 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: [ ]
[AT&T Logo]
NEWS RELEASE
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For Further Information
David P. Caouette
908-221-6382 (office)
[email protected]
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AT&T AGREES TO ACQUIRE
GRC INTERNATIONAL, INC.
FOR $15 PER SHARE
FOR IMMEDIATE RELEASE: MONDAY, FEBRUARY 14, 2000
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NEW YORK - AT&T today announced that it has entered into a definitive
agreement with GRC International Inc. to acquire all of the outstanding shares
of GRCI for $15 per share in cash. Total consideration for the transaction is
approximately $221 million, including assumed debt.
GRCI provides a broad range of professional services and information
technologies primarily to the U.S. Government and to commercial customers.
Following the acquisition, GRCI will operate as a unit of AT&T Government
Markets within AT&T Business Services.
"We're pushing aggressively for revenue growth, and the addition of GRCI
to the AT&T team not only fuels that growth immediately but adds new avenues for
future growth because we'll be positioned better to serve important market
segments," said Rick Roscitt, president of AT&T Business Services.
"This is a natural fit," said Mary Jane McKeever, AT&T senior vice
president for Government Markets. "Both of our organizations have strong records
in serving the federal government marketplace. By bringing together the groups'
talent and expertise, we will enhance and expand our capabilities and provide a
robust suite of information technology services to the U.S.
Government."
McKeever noted that GRCI's current contracts with the Department of
Defense, all branches of the military and other federal agencies add to and
complement those held by AT&T Government Markets. Both organizations provide
complementary services to many of the same customers.
"Today's announcement with AT&T could not be more exciting for our
stockholders, our employees and our customers," said Gary Denman, president and
CEO of GRC International. "Together we will be significantly better positioned
to support the
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growing needs of our customers, while providing our employees with expanded
opportunities in an organization that values the delivery of quality services as
much as we have over the past four decades."
Under the agreement, AT&T is to commence its tender offer for GRCI's
outstanding shares by February 24, 2000. The tender offer will be subject to
certain conditions, including at least a majority of GRCI's outstanding shares,
on a fully diluted basis, being tendered without withdrawal prior to the
expiration of AT&T's offer and obtaining clearance of the transaction under
federal antitrust laws. Shareholders who own more than 25 percent of GRCI's
outstanding shares have executed agreements with AT&T to tender their shares.
Other Important Information:
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All stockholders should read the tender offer statement concerning the
tender offer that will be filed by AT&T with the Securities and Exchange
Commission (SEC) and mailed to stockholders. The tender offer statement will
contain important information that stockholders should consider before making
any decision regarding tendering their shares. You will be able to obtain the
tender offer statement, as well as other filings containing information about
AT&T and GRCI, without charge, at the SEC's Internet site (www.sec.gov). Copies
of the tender offer statement and other SEC filings can also be obtained,
without charge, from the AT&T Corporate Secretary.
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