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. 2)
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. 2 (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, (the "Schedule
TO") and amended by Amendment No. 1 filed by AT&T and Purchaser on March 3, 2000
("Amendment No. 1"), relating to 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, 11 AND 12.
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Items 1 through 9, 11 and 12 of the Schedule TO, which incorporate
by reference the information contained in the Offer to Purchase, are hereby
amended as follows:
(1) Section 15 of the Offer to Purchase is hereby amended and
supplemented with the following information:
On March 9, 2000 the FTC notified AT&T that its request for early
termination of the waiting period under the HSR Act in connection with the
purchase of Shares in the Offer and the Merger was granted.
(2) A copy of the press release, dated March 13, 2000, issued by
AT&T announcing the early termination of the waiting period is attached hereto
as Exhibit (a)(10) and is incorporated by reference.
(3) Item 12 is hereby amended and supplemented with the following
information:
(a)(10) Text of Press Release issued by AT&T dated March 13, 2000.
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 13, 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
3 of 4 Pages
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 (a)(10) Text of press release issued by AT&T Corp. dated March 13, 2000
4 of 4 Pages
Exhibit 99.1
[AT&T Letterhead Logo]
NEWS RELEASE
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For Further Information:
David Caouette
908-221-6382
[email protected]
AT&T ANNOUNCES EXPIRATION OF
HART-SCOTT-RODINO WAITING PERIOD FOR
GRC INTERNATIONAL ACQUISITION
For Immediate Release: Monday, March 13, 2000
New York - AT&T said today that its request for early termination of the
15-day waiting period for its acquisition of GRC International, Inc. under the
Hart-Scott-Rodino Antitrust Improvements Act was granted on March 9, 2000.
As previously announced, AT&T and GRC International agreed to merge on
February 14, 2000. Under terms of the agreement, AT&T's wholly owned subsidiary,
LMN Corporation, commenced a tender offer to purchase all of the outstanding
shares of GRC International for $15 per share in cash. The tender offer is
scheduled to expire at 12:00 midnight, eastern time, on Monday, March 20, 2000,
unless extended. The tender offer is subject to certain conditions, including at
least a majority of GRC International's outstanding shares, on a fully diluted
basis, being tendered without withdrawal prior to the expiration of AT&T's
offer.
This news release does not constitute an offer to purchase or a
solicitation of an offer to sell any securities. The complete terms and
conditions of this tender offer are set forth in an offer to purchase and
related letter of transmittal which have been filed with the Securities and
Exchange Commission.
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