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. 1)
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: $37,455.81
Form or Registration No.: Schedule TO
Filing Party: AT&T Corp.
Date Filed: February 22, 2000
[ ] 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. 1 (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"), 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) the fourth paragraph of Section 8 of the Offer to Purchase is
amended to read in its entirety as follows:
"In the course of the discussions between us and GRC
International (see Section 10), GRC International provided us with
certain projections of its future operating performance. These
projections were not prepared with a view to public disclosure or
compliance with published guidelines of the SEC or the guidelines
established by the American Institute of Certified Public
Accountants regarding projections, and are included in this Offer to
Purchase only because GRC International provided them to us. Neither
we nor our financial advisors assume any responsibility for the
accuracy of these projections. While presented with numerical
specificity, these projections are based upon a variety of
assumptions relating to the businesses of GRC International which
may not be realized and are subject to significant uncertainties and
contingencies, many of which are beyond the control of GRC
International. There can be no assurance that the projections will
be realized, and actual results may vary materially from those
shown."
(2) The lead-in of the first paragraph of Section 14 of the Offer to
Purchase is hereby amended to read in its entirety as follows:
"Conditions to the Offer. Notwithstanding any other provision of the
Offer, Purchaser will not be required to accept for payment or,
subject to any applicable rules and regulations of the SEC,
including Rule 14e-1(c) promulgated under the Securities Exchange
Act (relating to Purchaser's obligation to pay for or return
tendered Shares promptly after termination or withdrawal of the
Offer), pay for, and (subject to any such rules or regulations) may
delay the acceptance for
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payment of any tendered Shares and (except as provided in the Merger
Agreement) amend or terminate the Offer as to any Shares not then
paid for if (i) the Minimum Condition shall not have been satisfied
or (ii) any applicable waiting period under the HSR Act shall not
have expired or been terminated prior to the expiration of the Offer
or (iii) at any time after the date of the Merger Agreement and on
or prior to the Expiration Date, any of the following events shall
occur and be continuing or conditions exists:"
(3) Section 15 of the Offer to Purchase is hereby amended and
supplemented with the following information:
We filed a Premerger Notification and Report Form under the HSR Act
with the FTC and the Antitrust Division in connection with the
purchase of Shares in the Offer and the Merger on February 28, 2000,
and the required waiting period with respect to the Offer and the
Merger will expire at 11:59 p.m., New York City time, on March 14,
2000, unless earlier terminated by the FTC or the Antitrust Division
or we receive a request for additional information or documentary
material prior to that time.
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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 2, 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
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