SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 8)
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
GRUMMAN CORPORATION
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(NAME OF SUBJECT COMPANY)
NORTHROP ACQUISITION, INC.
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(BIDDER)
Common Stock, $1.00 par value per share
(Including the Associated Rights)
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(TITLE OF CLASS OF SECURITIES)
40018110
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(CUSIP NUMBER OF CLASS OF SECURITIES)
Richard R. Molleur, Esq.
Northrop Corporation
1840 Century Park East
Los Angeles, CA 90067
(310) 553-6262
COPY TO:
Karen E. Bertero, Esq.
Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, CA 90071
(213) 229-7000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$2,174,165,160.00 $434,833.03
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* For purposes of calculating fee only. Assumes purchase of 35,067,180 shares
of Common Stock, $1.00 par value per share, of Grumman Corporation at $62.00
per share.
** 1/50th of 1% of Transaction valuation.
[_]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: Not Applicable Filing party: Not Applicable
Form or registration no.: Not Applicable Date filed: Not Applicable
Page 1 of 4 Pages
This Amendment No. 8 amends and supplements the Tender Offer Statement on
Schedule 14D-1 dated March 14, 1994 (the "Schedule 14D-1"), of Northrop
Acquisition, Inc. (the "Purchaser") and Northrop Corporation ("Northrop"), as
amended, filed in connection with the Purchaser's offer to purchase all of the
outstanding shares of Common Stock, par value $1.00 per share, of Grumman
Corporation, a New York corporation (the "Company"), and the associated
preferred stock purchase rights, as set forth in the Schedule 14D-1, as amended
(the "Offer").
ITEM 1. SECURITY AND SUBJECT COMPANY.
Reference is hereby made to Section 1, "Amended Terms of the Offer" of the
Supplement dated April 5, 1994 (the "Supplement") to the Offer to Purchase, a
copy of which is attached hereto as Exhibit (a)(10) and incorporated herein by
reference in its entirety.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Reference is hereby made to Section 2, "Merger Agreement" and Section 4,
"Contacts with the Company; Background of the Offer" of the Supplement, which
is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS.
Reference is hereby made to Section 3, "Source and Amount of Funds" of the
Supplement, which is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Reference is hereby made to Section 5, "Miscellaneous" of the Supplement,
which is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Supplement dated April 5, 1994 to the Offer to Purchase.
(11) Letter of Transmittal.
(12) Letter, dated April 5, 1994, from the Dealer Manager to brokers,
dealers, commercial banks, trust companies and nominees.
(13) Letter, dated April 5, 1994, to be sent by brokers, dealers,
commercial banks, trust companies and nominees to their clients.
(14) Notice of Guaranteed Delivery.
(15) Notice of Withdrawal.
(c)(15) Letter dated April 3, 1994 from Northrop to the Company.
Page 2 of 4 Pages
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:April 5, 1994
NORTHROP CORPORATION
/s/ Richard R. Molleur
----------------------------------------
Name: Richard R. Molleur
Title: Corporate Vice President
NORTHROP ACQUISITION, INC.
/s/ Richard R. Molleur
----------------------------------------
Name: Richard R. Molleur
Title: Vice President and Secretary
Page 3 of 4 Pages
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
(a)(10) Supplement dated April 5, 1994 to the Offer to Purchase.
(11) Letter of Transmittal.
(12) Letter, dated April 5, 1994, from the Dealer Manager to brokers,
dealers, commercial banks, trust companies and nominees.
(13) Letter, dated April 5, 1994, to be sent by brokers, dealers,
commercial banks, trust companies and nominees to their clients.
(14) Notice of Guaranteed Delivery.
(15) Notice of Withdrawal.
(c)(15) Letter dated April 3, 1994 from Northrop to the Company.
Page 4 of 4 Pages
SUPPLEMENT TO OFFER TO PURCHASE
NORTHROP ACQUISITION, INC. A WHOLLY OWNED SUBSIDIARY
OF
NORTHROP CORPORATION
HAS AMENDED ITS TENDER OFFER TO INCREASE THE CASH PRICE FOR ALL OUTSTANDING
SHARES OF COMMON STOCK (Including the Associated Rights)
OF
GRUMMAN CORPORATION
TO
$62.00 NET PER SHARE
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,NEW YORK CITY
TIME, ON FRIDAY, APRIL 15, 1994, UNLESS EXTENDED.
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THE BOARD OF DIRECTORS OF GRUMMAN CORPORATION (THE "COMPANY") UNANIMOUSLY
HAS DETERMINED THAT THE OFFER AND THE MERGER DESCRIBED HEREIN ARE FAIR TO, AND
IN THE BEST INTEREST OF, THE COMPANY AND ITS STOCKHOLDERS, HAS APPROVED THE
OFFER AND THE MERGER AND RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND
TENDER THEIR SHARES PURSUANT TO THE OFFER.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS: THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE THAT NUMBER OF SHARES
REPRESENTING AT LEAST TWO-THIRDS OF THE TOTAL NUMBER OF OUTSTANDING SHARES OF
THE COMPANY ON A FULLY DILUTED BASIS (THE "MINIMUM CONDITION"). THE OFFER IS
ALSO SUBJECT TO CERTAIN OTHER TERMS AND CONDITIONS CONTAINED IN THE OFFER TO
PURCHASE AND HEREIN.
THE OFFER IS NOT CONDITIONED UPON THE PURCHASER OBTAINING FINANCING.
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IMPORTANT
ON APRIL 3, 1994, THE PURCHASER, NORTHROP AND THE COMPANY ENTERED INTO AN
AGREEMENT AND PLAN OF MERGER (THE "MERGER AGREEMENT"). ON APRIL 4, 1994, THE
PURCHASER AMENDED ITS OFFER TO INCREASE THE PER SHARE CONSIDERATION TO $62.00
AND TO REFLECT CERTAIN OTHER CHANGES IN ACCORDANCE WITH THE MERGER AGREEMENT.
THE PURCHASER RESERVES THE RIGHT TO AMEND THE OFFER, SUBJECT TO SECTION 1.1 OF
THE MERGER AGREEMENT.
Any stockholder desiring to tender Shares should either (1) complete and
sign one of the Letters of Transmittal, or a facsimile copy thereof, in
accordance with the instructions in the Letters of Transmittal, mail or
deliver it and any other required documents to the Depositary and either
deliver the certificates for such Shares to the Depositary along with one of
the Letters of Transmittal or tender such Shares pursuant to the procedures
for book-entry transfer set forth in Section 2 of the Offer to Purchase or (2)
request such stockholder's broker, dealer, commercial bank, trust company or
other nominee to effect the transaction for the stockholder. Stockholders
having Shares registered in the name of a broker, dealer, commercial bank,
trust company or other nominee must contact such broker, dealer, commercial
bank, trust company or other nominee if they desire to tender such Shares.
A stockholder who desires to tender Shares and whose certificates for Shares
are not immediately available, or who cannot comply with the procedures for
book-entry transfer described in the Offer to Purchase on a timely basis, may
tender such Shares by following the procedures for guaranteed delivery set
forth in Section 2 of the Offer to Purchase.
Questions and requests for assistance, or for additional copies of the Offer
to Purchase, this Supplement, the Letter of Transmittal or other tender offer
materials, may be directed to the Dealer Manager or to the Information Agent
at their respective addresses and telephone numbers set forth on the back
cover of this Supplement. Holders of Shares may also contact brokers, dealers,
commercial banks or trust companies for assistance concerning the Offer.
The Dealer Manager for the Offer is:
SALOMON BROTHERS INC
April 5, 1994
To the Holders of Common Stock of
Grumman Corporation:
The following information supplements the Offer to Purchase dated March 14,
1994 (the "Offer to Purchase") of Northrop Acquisition, Inc. (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of Northrop
Corporation, a Delaware corporation ("Northrop" or "Parent"). The Purchaser is
now offering to purchase all outstanding shares of Common Stock, par value
$1.00 per share (the "Common Stock"), of Grumman Corporation, a New York
corporation (the "Company"), and the associated preferred stock purchase
rights (the "Rights" and, together with the Common Stock, the "Shares") issued
pursuant to the Rights Agreement, dated as of February 18, 1988, as amended as
of March 6, 1994, between the Company and The Bank of New York, as Rights
Agent (the "Rights Agreement"), upon the terms and subject to the conditions
set forth in the Offer to Purchase, this Supplement and in the related Letters
of Transmittal (which together constitute the "Offer"), at the purchase price
of $62.00 per Share, net to the tendering stockholder in cash. Terms not
defined herein shall have the meanings given to such terms in the Offer to
Purchase.
Procedures for tendering Shares are set forth in Section 2 of the Offer to
Purchase. Tendering stockholders may use the Letter of Transmittal or Notice
of Guaranteed Delivery previously circulated with the Offer to Purchase, or,
alternatively, the Letter of Transmittal or Notice of Guaranteed Delivery
included with this Supplement. Although the Letter of Transmittal and Notice
of Guaranteed Delivery previously circulated refer to a $60.00 per Share
offering price, stockholders using them will nevertheless receive $62.00 per
Share for each Share validly tendered, not withdrawn and purchased pursuant to
the Offer, subject to the conditions of the Offer. STOCKHOLDERS WHO PREVIOUSLY
HAVE TENDERED THEIR SHARES PURSUANT TO THE OFFER ARE NOT REQUIRED TO TAKE ANY
FURTHER ACTION IN ORDER TO RECEIVE THE INCREASED PRICE OF $62.00 PER SHARE,
SUBJECT TO THE CONDITIONS OF THE OFFER. Procedures for withdrawing Shares
tendered pursuant to the Offer are set forth in Section 3 of the Offer to
Purchase. Stockholders will be allowed to withdraw tendered Shares at any time
prior to the acceptance for payment of Shares pursuant to the Offer.
The Offer will expire at 12:00 midnight, New York City time, on Friday,
April 15, 1994, unless and until the Purchaser, in its sole discretion, shall
have extended the period of time for which the Offer is open.
STOCKHOLDERS ARE URGED TO READ THE OFFER TO PURCHASE, THIS SUPPLEMENT AND
THE LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER THEIR
SHARES.
1
THE TENDER OFFER
1. Amended Terms of the Offer. On April 4, 1994, the Purchaser announced that
it had amended the Offer by, among other things, increasing the price to be
paid for the Shares pursuant to the Offer to $62.00 per Share, net to the
tendering stockholder in cash. All stockholders whose Shares are purchased
pursuant to the Offer will receive the increased Offer price of $62.00 per
Share. The Purchaser also amended the conditions of the Offer by replacing
those set forth in the Offer to Purchase with the following.
Notwithstanding any other provisions of the Offer, the Purchaser shall not be
required to accept for payment or pay for, and may delay the acceptance for
payment of, or the payment for, any Shares, and may terminate the Offer and not
accept for payment or pay for any Shares, if (i) immediately prior to the
expiration of the Offer, the Minimum Condition shall not have been satisfied,
(ii) any applicable waiting period under the HSR Act shall not have expired or
been terminated prior to the expiration of the Offer (which condition has been
satisfied) or (iii) at any time on or after April 4, 1994 and prior to the
acceptance for payment of Shares, the Purchaser makes a determination (which
shall be made in good faith) that any of the following conditions exists:
(a) there shall have been any action taken, or any statute, rule,
regulation, judgment, order or injunction proposed, sought, promulgated,
enacted, entered, enforced or deemed applicable to the Offer, or any other
action shall have been taken, proposed or threatened, by any state or
federal government or governmental authority or by any U.S. court, other
than the routine application to the Offer, the Merger or other subsequent
business combination of waiting periods under the HSR Act, that presents a
substantial likelihood of (1) making the acceptance for payment of, or the
payment for, some or all of the Shares illegal or otherwise prohibiting,
restricting or significantly delaying consummation of the Offer, (2)
imposing material limitations on the ability of the Purchaser to acquire or
hold or to exercise effectively all rights of ownership of the Shares,
including, without limitation, the right to vote any Shares purchased by
the Purchaser on all matters properly presented to the stockholders of the
Company, or effectively to control in any material respect the business,
assets or operations of the Company, its subsidiaries, the Purchaser or any
of their respective affiliates, or (3) otherwise having a Material Adverse
Effect on the Company, Northrop or the Purchaser; or
(b) any material adverse change shall have occurred or be threatened, or
Parent or the Purchaser shall have become aware of any fact or
circumstance, that has had or is reasonably likely to have a Material
Adverse Effect (as defined in the Merger Agreement) on the Company; or
(c) there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on the New York Stock Exchange,
(ii) the declaration of a banking moratorium or any suspension of payments
in respect of banks in the United States (whether or not mandatory), (iii)
the commencement of a war, armed hostilities or other international or
national calamity directly or indirectly involving the United States and
having a Material Adverse Effect on the Company or materially adversely
affecting (or materially delaying) the consummation of the Offer, (iv) any
limitation (whether or not mandatory) by any U.S. governmental authority or
agency on, or any other event that, in the judgment of the Purchaser, is
reasonably likely to materially adversely affect the extension of credit by
banks or other financial institutions, (v) from the date of the Merger
Agreement through the date of termination or expiration of the Offer, a
decline of at least 25% in the Standard & Poor's 500 Index or (vi) in the
case of any of the situations described in clauses (i) through (v)
inclusive, existing at the date of the commencement of the Offer, a
material acceleration or worsening thereof; or
(d) any person (which includes a "person" as such term is defined in
Section 13(d)(3) of the Exchange Act) other than the Purchaser, any of its
affiliates, or any group of which any of them is a member shall have
acquired beneficial ownership of more than 30% of the outstanding Shares or
2
shall have entered into a definitive agreement or an agreement in principle
with the Company with respect to a tender offer or exchange offer for any
Shares or a merger, consolidation or other business combination with or
involving the Company or any of its subsidiaries; or
(e) the Merger Agreement shall have been terminated in accordance with
its terms; or
(f) prior to the purchase of Shares pursuant to the Offer, the Board of
Directors of the Company shall have withdrawn or modified (including by
amendment of the Schedule 14D-9 with respect to the Offer) in a manner
adverse to the Purchaser its approval or recommendation of the Offer, the
Merger Agreement or the Merger (as defined below) or shall have recommended
another offer, or shall have adopted any resolution to effect any of the
foregoing which, in the sole judgment of the Purchaser in any such case,
and regardless of the circumstances (including any action or omission by
the Purchaser) giving rise to any such condition, makes it inadvisable to
proceed with such acceptance for payment.
2. Merger Agreement. On April 3, 1994, the Purchaser, Northrop and the
Company entered into the Merger Agreement. After the completion of the Offer,
and upon the terms and subject to the conditions of the Merger Agreement, the
Purchaser will be merged with and into the Company (the "Merger"). Following
the Merger, the Company will be the surviving corporation (the "Surviving
Corporation"). The Company will thereby become a wholly owned subsidiary of
Northrop and each Share outstanding immediately prior to the Effective Time (as
defined in the Merger Agreement) (other than Shares (i) held in the Company's
treasury or by any of the Company's subsidiaries, (ii) held by the Purchaser,
Northrop or any other subsidiary of Northrop or (iii) held by any stockholder
who has not voted in favor of the Merger or consented thereto in writing and
who has demanded appraisal for such shares in accordance with Section 623 of
the New York Business Corporation Law (the "NYBCL"), unless such holder fails
to perfect or withdraws or otherwise loses his right to appraisal, in which
case such Shares will be treated as converted) will be converted at the
Effective Time into the right to receive the higher of (i) $62.00 in cash or
(ii) any higher price paid pursuant to the Offer (the "Merger Consideration").
The purpose of the Offer, the Merger Agreement and the Merger is for the
Purchaser and Northrop to acquire control of, and the entire equity interest
in, the Company. The Offer is intended to increase the likelihood that the
Merger will be effected.
The Merger Agreement provides that the Purchaser will amend the Offer as set
forth in this Supplement and accept for payment, purchase and pay for Shares
validly tendered pursuant to the Offer, subject to the terms and conditions set
forth in the Offer to Purchase. The Merger Agreement further provides that the
Purchaser, upon purchase of Shares pursuant to the Offer, shall be entitled to
designate up to such number of directors, rounded up to the next whole number,
on the Board of Directors of the Company (the "Board") as will give the
Purchaser representation on the Board equal to the product of the number of
directors on the Board (giving effect to any increase in the number of
directors pursuant to the Merger Agreement as set forth below) and the
percentage that the number of Shares purchased by the Purchaser bears to the
total number of outstanding shares of Common Stock of the Company on a fully-
diluted basis, and that the Company will use its best efforts, upon request by
the Purchaser, promptly, at the Company's election either to increase the size
of the Board (subject to the provisions of Article EIGHTH of Company's
certificate of incorporation) or secure the resignation of such number of
directors as is necessary to enable the Purchaser's designees to be elected to
the Board. The Merger Agreement further provides that, at such times, and
subject to the agreement set forth in the next sentence, the Company will use
its best efforts to cause persons designated by the Purchaser to constitute the
same percentage as is on the Board of (i) each committee of the Board (other
than any committee of the Board established to take action under the Merger
Agreement), (ii) each board of directors of each subsidiary of the Company and
(iii) each committee of each such board. The Merger Agreement further provides
that, notwithstanding the foregoing, the Company shall use its best efforts to
insure that three members of the Board as of the date of the Merger Agreement
shall remain members of the Board until the Effective Time. The Merger
Agreement further provides that the
3
Merger shall occur as soon as practicable after May 18, 1994 (provided that the
Purchaser shall have purchased Shares pursuant to the Offer) upon the
satisfaction or waiver of the conditions in the Merger Agreement and that, upon
such Merger, the directors of the Purchaser shall become the directors of
Surviving Corporation and that the officers of the Company shall become the
officers of Surviving Corporation.
With respect to outstanding stock options pursuant to the Company's 1981
Stock Option Plan, 1990 Stock Option Plan and 1992 Long-Term Incentive Plan
(collectively, the "Stock Plans"), the Merger Agreement provides that the
Company shall use all reasonable efforts to cause all holders of the options
("Options") granted under the Stock Plans which are outstanding immediately
prior to the Effective Time to exercise such Options prior to the Effective
Time. In addition, the Company has agreed in the Merger Agreement to take such
action as is necessary under the Stock Plans to cause any Options that remain
outstanding after the Merger to thereafter be exercisable for a short-term debt
instrument of Surviving Corporation in a face amount (and with an interest rate
and other terms designed to provide a fair value) equal to the amount
determined by multiplying the Merger Consideration by the number of Shares for
which such Option was theretofore exercisable. The Merger Agreement further
provides that, prior to the Effective Time, the Company shall use all
reasonable efforts to (i) obtain any consents from individuals who are entitled
to awards under the Company's Management Incentive Plan ("MIP") and (ii) make
any amendments to the terms of such Plan that are necessary to provide for
future distributions thereunder to be paid in the form of cash (and not in the
form of shares of Common Stock).
The Merger Agreement provides that the Purchaser, upon notice to the Company,
may modify the structure of the Merger if the Purchaser determines it advisable
to do so because of tax or other considerations, but no such modification may
reduce the consideration payable upon consummation of the Merger.
Representations and Warranties. The Merger Agreement contains customary
representations and warranties by the Company concerning: the organization and
qualification of the Company and its subsidiaries; the capitalization of the
Company and its subsidiaries; the Company's authority relative to the execution
and delivery of, and performance of its obligations under, the Merger
Agreement, and Board approval of the Merger Agreement and certain related
transactions; the accuracy of forms, reports and documents filed by the Company
with the Securities and Exchange Commission since January 1, 1990 and certain
financial statements of the Company; the accuracy of information supplied by
the Company for inclusion in the Offer documents and the proxy statement
relating to the Merger; the absence of undisclosed liabilities or changes;
obtaining necessary approvals to consummate the transactions contemplated by
the Merger Agreement and the absence of any conflict with, or violations
of, the corporate documents and binding instruments of the Company or of its
subsidiaries or with or of any law, rule or regulation of the consummation of
the transactions contemplated by the Merger Agreement; there not being any
current defaults under the corporate documents and binding instruments of the
Company and of its subsidiaries or under any law, rule or regulation; the
absence of material litigation involving the Company or any of its
subsidiaries; the Company and its subsidiaries having necessary permits and
licenses and the compliance therewith, and compliance with all applicable laws;
the legal compliance of employee benefit plans of the Company and its
subsidiaries; the Company and its subsidiaries complying with environmental
laws and regulations; and the amendment of the Rights Agreement. In addition,
the Company represents that it has terminated the merger agreement with Martin
Marietta pursuant to Section 8.1(d)(ii) thereof. The Merger Agreement also
contains customary representations and warranties of the Purchaser and Parent.
Covenants. The Merger Agreement obligates the Company until the designees
of the Purchaser constitute a majority of the Board, to conduct its business in
the ordinary course consistent with past practice including specific covenants
as to permissible activities. Parent has agreed to guarantee the performance by
the Purchaser of its obligations under the Merger Agreement.
4
Other Potential Bidders. The Merger Agreement provides that the Company,
its affiliates and their respective officers, directors, employees,
representatives and agents shall immediately cease any existing discussions or
negotiations, if any, with any parties conducted prior to the Merger Agreement
with respect to any acquisition of all or any material portion of the assets
of, or any equity interest in, the Company or any of the Company's subsidiaries
or any business combination with the Company or any of its subsidiaries, other
than as described in the letter (the "Letter") from the Company to Parent dated
the date of the Merger Agreement. The Merger Agreement permits the Company to,
directly or indirectly, furnish information and access, in each case only in
response to unsolicited requests therefor, to another person pursuant to
confidentiality agreements and to participate in discussions and negotiations
with such person with respect to any merger, sale of assets, sale of shares of
capital stock or similar transaction involving the Company or any subsidiary or
division of the Company if such person has submitted a written proposal to the
Board relating to any such transaction and the Board by a majority vote
determines in its good faith judgment, based as to legal matters on the written
opinion of legal counsel, that failing to take such action would constitute a
breach of the Board's fiduciary duty. The Merger Agreement provides that the
Board shall provide a copy of any such written proposal to Parent or the
Purchaser immediately after receipt thereof and thereafter keep Parent and the
Purchaser promptly advised of any development with respect thereto. Otherwise,
the Merger Agreement prohibits the Company from directly or indirectly
encouraging, soliciting, participating in or initiating negotiations or
discussions with, or providing any information to, any person concerning any
merger, sale of assets, sale of shares of capital stock or similar transactions
involving the Company or any subsidiary or any division of the Company;
provided, however, that nothing in the Merger Agreement shall prevent the Board
from taking, and disclosing to the Company's shareholders, a position
contemplated by Rules 14d-9 and 14e-2 promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), with regard to any tender offer;
and provided, further, that the Board shall not recommend that the stockholders
of the Company tender their shares in connection with any such tender offer
unless the Board by majority vote determines in its good faith judgment, based
as to legal matters on the written opinion of legal counsel, that failing to
take such action would constitute a breach of the Board's fiduciary duty.
Conditions. Each party's obligations to effect the Merger are subject to:
the requisite approval of stockholders of the Company; there being no statute,
rule, regulation, executive order, decree, ruling or injunction prohibiting,
restraining, enjoining or restricting the consummation of the Merger; the
expiration of any applicable waiting period under the HSR Act (which expiration
has occurred); and the purchase of Shares pursuant to the Offer.
Termination. The Merger Agreement provides that it may be terminated and
the Offer and the Merger may be abandoned at any time, but prior to the
Effective Time, in the following circumstances: (i) by the mutual written
consent of Parent, the Purchaser and the Company; (ii) by Parent and the
Purchaser or the Company if any court of competent jurisdiction in the United
States or other United States governmental body shall have issued a final
order, decree or ruling or taken any other final action restraining, enjoining
or otherwise prohibiting the Merger and such order, decree, ruling or other
action is or shall have become non-appealable; (iii) by Parent and the
Purchaser if, due to an occurrence or circumstance which would result in a
failure to satisfy any of the conditions set forth in the Offer, the Purchaser
shall have (A) terminated the Offer or (B) failed to pay for Shares pursuant to
the Offer within 60 days following the date of the Merger Agreement; (iv) by
the Company if (1) there shall not have been a material breach of any
representation, warranty or covenant or agreement on the part of the Company
and the Purchaser shall have (A) terminated the Offer or (B) failed to pay for
Shares pursuant to the Offer within 60 days following the date of the Merger
Agreement or (2) prior to the purchase of Shares pursuant to the Offer, a
person shall have made a bona fide offer that the Board by a majority vote
determines in its good faith judgment and in the exercise of its fiduciary
duties, based as to legal matters on the written opinion of legal counsel, is
more favorable to the Company's shareholders than the Offer and the Merger (any
such termination effected pursuant to clause (iv)(2) being referred to as
5
an "Other Offer Event"), provided that in the case of this clause (2) the
Company shall have paid the Termination Fee (as defined below); (v) by Parent
and the Purchaser prior to the purchase of Shares pursuant to the Offer, if (1)
there shall have been a breach of any representation or warranty on the part of
the Company having a Material Adverse Effect on the Company (as defined below)
or materially adversely affecting (or materially delaying) the consummation of
the Offer, (2) there shall have been a breach of any covenant or agreement on
the part of the Company resulting in a Material Adverse Effect on the Company
or materially adversely affecting (or materially delaying) the consummation of
the Offer, which shall not have been cured prior to the earlier of (A) ten days
following notice of such breach and (B) two business days prior to the date on
which the Offer expires (any such termination effected pursuant to clause
(v)(1) or (v)(2) being referred to as a "Company Breach Event"), (3) the
Company shall engage in negotiations with any entity or group (other than
Parent or the Purchaser) that has proposed a Third Party Acquisition (as
defined below), (4) the Board shall have withdrawn or modified (including by
amendment to the Company's Schedule 14D-9 with respect to the Offer) in a
manner adverse to the Purchaser its approval or recommendation of the Offer,
the Merger Agreement or the Merger or shall have recommended another offer or
shall have adopted any resolution to effect any of the foregoing, or (5) the
Minimum Condition shall not have been satisfied by the expiration date of the
Offer and on or prior to such date an entity or group (other than Parent or the
Purchaser) shall have made and not withdrawn a proposal with respect to a Third
Party Acquisition; or (vi) by the Company if (1) there shall have been a
material breach of any representation or warranty on the part of Parent or the
Purchaser which materially adversely affects (or materially delays) the
consummation of the Offer or (2) there shall have been a material breach of any
covenant or agreement on the part of Parent or the Purchaser and which
materially adversely affects (or materially delays) the consummation of the
Offer which shall not have been cured prior to the earliest of (A) ten days
following notice of such breach and (B) two business days prior to the date on
which the Offer expires.
"Material Adverse Effect," when used in connection with the Company or any of
its subsidiaries, is defined in the Merger Agreement as any change or effect
(other than changes or effects disclosed in the Letter) that is or is
reasonably likely to be materially adverse to the business, results of
operations or condition (financial or otherwise) of the Company and its
subsidiaries, taken as whole, other than any change or effect arising out of
general economic conditions unrelated to any businesses in which the Company is
engaged.
Fees and Expenses. The Merger Agreement provides that in the event Parent
and the Purchaser terminate the Merger Agreement pursuant to a Company Covenant
Breach, Parent and the Purchaser would suffer direct and substantial damages,
which damages cannot be determined with reasonable certainty. To compensate
Parent and the Purchaser for such damages, the Company has agreed under the
Merger Agreement to pay to Parent the amount of $20 million as liquidated
damages immediately upon such a termination.
The Merger Agreement also provides that if (i) Parent and the Purchaser
terminate the Merger Agreement pursuant to clause (v)(2), (3), (4) or (5) of
the first paragraph under Termination above and, within 12 months thereafter,
the Company enters into an agreement with respect to a Third Party Acquisition,
or a Third Party Acquisition occurs involving any party (or any affiliate
thereof) (x) with whom the Company (or its agents) had negotiations with a view
to a Third Party Acquisition, (y) to whom the Company (or its agents) furnished
information with a view to a Third Party Acquisition or (z) who had submitted a
proposal or expressed an interest in a Third Party Acquisition, in the case of
each of clauses (x), (y) and (z) after the date hereof and prior to such
termination, (ii) Parent and the Purchaser terminate the Merger Agreement
pursuant to clause (v)(3), (4) or (5) of the first paragraph of Termination
above, and within 12 months thereafter a Third Party Acquisition shall occur
involving a consideration for Shares (including the value of any stub equity)
in excess of the amount per Share paid pursuant to the Offer, or (iii) the
Company terminates the Merger Agreement pursuant to an Other Offer Event, the
Company shall pay to Parent and the Purchaser, within one business day
following the execution and delivery of such agreement or such occurrence, as
the case may be, or simultaneously with such
6
termination by the Company, a fee, in cash, of $50,000,000 (the "Termination
Fee"), provided, however, that the Company in no event shall be obligated to
pay more than one such $50,000,000 fee with respect to all such agreements and
occurrences and such termination. In case liquidated damages shall have been
paid pursuant to the first paragraph of this section, in connection with such a
termination, the amount so paid, minus an amount equal to the fees and expenses
that would have been collectible by Parent and the Purchaser pursuant to the
second next succeeding paragraph but for the operation of clause (ii) of the
parenthetical of the first sentence thereof, shall be credited against the
amount pursuant to this paragraph.
"Third Party Acquisition" is defined in the Merger Agreement as the
occurrence of any of the following events: (i) the acquisition of the Company
by merger or otherwise by any person (which includes a "person" as such term is
defined in Section 13(d)(3) of the Exchange Act) or entity other than Parent,
the Purchaser or any affiliate thereof (a "Third Party"); (ii) the acquisition
by a Third Party of more than 30% of the total assets of the Company and its
subsidiaries, taken as a whole; (iii) the acquisition by a Third Party of 30%
or more of the outstanding shares of Common Stock; (iv) the adoption by the
Company of a plan of liquidation or the declaration or payment of an
extraordinary dividend; or (v) the repurchase by the Company or any of its
subsidiaries of more than 20% of the outstanding shares of Common Stock, other
than a repurchase which was not approved by the Company or publicly announced
prior to the termination of the Merger Agreement and which is not part of a
series of transactions resulting in a change of control.
The Merger Agreement provides that upon the termination of the Merger
Agreement for any reason prior to the purchase of Shares by the Purchaser
pursuant to the Offer (other than (i) termination by the Company due to a
breach of a representation, warranty, covenant or agreement on the part of
Parent or the Purchaser and (ii) termination in circumstances requiring the
Company to pay liquidated damages pursuant to a Company Breach Event), the
Company shall reimburse Parent, the Purchaser and their affiliates (not later
than one business day after submission of statements therefor) for all actual
documented out-of-pocket fees and expenses, not to exceed $8,800,000, actually
and reasonably incurred by any of them or on their behalf in connection with
the Offer and the Merger and the consummation of all transactions contemplated
by the Merger Agreement (including, without limitation, fees payable to
financing sources, investment bankers, counsel to any of the foregoing, and
accountants). Parent and the Purchaser have provided the Company with an
estimate of the amount of such fees and expenses and, if Parent or the
Purchaser shall have submitted a request for reimbursement hereunder, will
provide the Company in due course with invoices or other reasonable evidence of
such expenses upon request. The Company shall in any event pay the amount
requested (not to exceed $8,800,000) within one business day of such request,
subject to the Company's right to demand a return of any portion as to which
invoices are not received in due course.
Indemnification; Insurance. Under the Merger Agreement, Parent and the
Purchaser have agreed that all rights to indemnification or exculpation
existing in favor of the directors, officers, employees and agents of the
Company and its subsidiaries as provided in their respective charters or by-
laws or otherwise in effect as of the date of the Merger Agreement with respect
to matters occurring prior to the Effective Time shall survive the Merger and
continue in full force and effect. The Merger Agreement also provides that to
the maximum extent permitted by the NYBCL such indemnification shall be
mandatory rather than permissive and Surviving Corporation shall advance
expenses in connection with such indemnification. The Merger Agreement further
provides that Parent guarantees the indemnification obligations of Surviving
Corporation.
Under the Merger Agreement, Parent has agreed to cause Surviving Corporation
to maintain in effect for not less than three years from the Effective Time the
policies of the directors' and officers' liability and fiduciary insurance most
recently maintained by the Company (provided that Surviving Corporation may
substitute therefor policies of at least the same coverage containing terms and
conditions which are not less advantageous to the beneficiaries thereof so long
as such substitution
7
does not result in gaps or lapses in coverage) with respect to matters
occurring prior to the Effective Time to the extent available, provided that in
no event shall Surviving Corporation be required to expend more than an amount
per year equal to 200% of the current annual premiums paid by the Company (the
"Premium Amount") to maintain or procure insurance coverage pursuant hereto
and, further provided, that if Surviving Corporation is unable to obtain the
insurance called for by this provision, Surviving Corporation will obtain as
much comparable insurance as is available for the Premium Amount per year.
Redemption of Rights. The Merger Agreement provides that, at Parent's
request, the Company will take such action as Parent may request to effectuate
the redemption, at any time after the purchase pursuant to the Offer of at
least a majority of the outstanding Shares, of the Rights.
Amendment. The Merger Agreement provides that subject to the next
paragraph, the Merger Agreement may be amended by action taken by the Company,
Parent and the Purchaser at any time before or after approval of the Merger by
the shareholders of the Company (if required by applicable law) but, after any
such approval, no amendment shall be made which requires the approval of such
shareholders under applicable law without such approval. The Merger Agreement
further provides that the Merger Agreement may not be amended except by an
instrument in writing signed on behalf of the parties thereto.
The Merger Agreement further provides that, following the election or
appointment of the Purchaser's designees to the Company's Board of Directors
pursuant to the Merger Agreement and prior to the Effective Time, if there
shall be any directors of the Company who were directors as of the date hereof,
any amendment of the Merger Agreement, any termination of the Merger Agreement
by the Company, any extension by the Company of the time for the performance of
any of the obligations or other acts of the Purchaser or Parent or waiver of
any of the Company's rights under the Merger Agreement, will require the
concurrence of a majority of such directors.
Extension; Waiver. The Merger Agreement provides that subject to the second
paragraph under "Amendment" above, at any time prior to the Effective Time,
each party to the Merger Agreement may (i) extend the time for the performance
of any of the obligations or other acts of the other party, (ii) waive any
inaccuracies in the representations and warranties of the other party contained
in the Merger Agreement or in any document, certificate or writing delivered
pursuant to the Merger Agreement or (iii) waive compliance by the other party
with any of the agreements or conditions contained in the Merger Agreement. Any
agreement on the part of either party hereto to any such extension or waiver
shall be valid only if set forth in an instrument in writing signed on behalf
of such party. The failure of either party thereto to assert any of its rights
thereunder shall not constitute a waiver of such rights.
3. Source and Amount of Funds. The total amount of funds required by the
Purchaser to purchase all Shares that may be tendered and to pay related fees
and expenses will be approximately $2.17 billion. Northrop intends to obtain
the funds from bank loans to be provided initially by Chase Manhattan Bank,
N.A. ("Chase") and Chemical Bank ("Chemical"). Chase and Chemical have entered
into a commitment letter with Northrop dated March 10, 1994 pursuant to which
each of Chase and Chemical has committed to provide $1.4 billion (or a total of
$2.8 billion) in senior bank credit facilities to finance the Offer and the
Proposed Merger, to pay related fees and expenses, to refinance existing bank
debt of Northrop and (after the Proposed Merger) the Company and to provide
working capital for Northrop.
4. Contacts with the Company; Background of the Offer. On March 28, 1994, the
Company sent a letter to Northrop and Martin Marietta setting forth rules and
procedures for submitting proposals to acquire the Company (the "Rules and
Procedures"). The Rules and Procedures provided, among other things, that any
proposal should be the bidder's "best and highest offer" and should be
delivered in a sealed envelope to the Board of Directors of the Company in care
of the Company's financial advisor by 5:00 p.m. on March 31, 1994. By letter
dated March 28, Northrop expressed its concern that the
8
Rules and Procedures perpetuated "the unlevel playing field" which favored
Martin Marietta and requested an open bidding process. The Company responded on
March 29 that it was "firmly of the view that the Rules and Procedures are fair
to both Northrop and Martin Marietta" and that it believed that the Rules and
Procedures provided the "best assurance of a fair and orderly procedure." On
March 30, Northrop again expressed its concern with the Rules and Procedures
and conditionally offered to increase the consideration offered in its tender
offer to $62 per share, subject to, among other things, the Company's execution
of the Merger Agreement by 3:00 p.m. on March 31, 1994. By letter dated March
30, the Company informed Northrop that it had concluded that the bidding should
continue in accordance with the Rules and Procedures.
On March 31, 1994, Northrop delivered a Letter to the Company that read as
follows:
March 31, 1994
CONFIDENTIAL
Board of Directors
Grumman Corporation
In care of Mr. Gene T. Sykes
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Gentlemen and Mrs. Benson:
As you are aware, we have grave concerns with the fairness of the
bidding rules and procedures set forth in Dr. Caporali's March 28
letter. We continue to desire an unimpeded opportunity to participate
in a truly open and fair procedure for bringing the bidding process to
a conclusion without any impediment to our responding to any bid made
by Martin Marietta.
We strongly believe that a combination of Grumman and Northrop is in
the best interests of our mutual stockholders and other
constituencies; and we wish to be constructive in your effort to bring
the bidding to a swift conclusion. Accordingly, Northrop Corporation
hereby offers to increase the price Northrop will pay in accordance
with the Merger Agreement as follows:
(1) An increased price of $66.00 per share if Martin Marietta's
proposal delivered to you at or before 5:00 p.m. New York time on
March 31, 1994 (the "Martin Marietta Bid") contains a definitive
offer to acquire all outstanding shares of Grumman at a per share
price of $64.01 through $66, inclusive;
(2) An increased price of $65.00 per share if the Martin
Marietta Bid contains a definitive offer to acquire all
outstanding shares of Grumman at a per share price of $63.01
through $64, inclusive;
(3) An increased price of $64.00 per share if the Martin
Marietta Bid contains a definitive offer to acquire all
outstanding shares of Grumman at a per share price of $62.01
through $63, inclusive;
(4) An increased price of $63.00 per share if the Martin
Marietta Bid contains a definitive offer to acquire all
outstanding shares of Grumman at a per share price of $61.01
through $62, inclusive;
9
(5) An increased price of $62.00 per share if the Martin
Marietta Bid contains a definitive offer to acquire all
outstanding shares of Grumman at a per share price of $60.00
through $61 inclusive; or
(6) A per share price of $60 if Martin Marietta fails to provide
a bid letter or the Martin Marietta Bid does not contain a
definitive offer of at least $60 per share.
If Grumman shall choose to accept a bid from Martin Marietta at or
above $66 per share, we would urge Grumman to notify Northrop of the
bid as we will give serious consideration to topping such a bid.
The offer made herein shall be irrevocable until 9:00 a.m. New York
time on Monday, April 4, 1994.
We must require that, upon Grumman's acceptance of the offer made
herein at a particular price, Grumman shall certify to us in writing
that such price is established in accordance with the formula set
forth herein.
We further advise you that Northrop reserves its right to submit
additional bids or proposals intended to provide greater value to
Grumman's stockholders or other constituent communities than any
agreement which may be entered into between Grumman and Martin
Marietta. Northrop does not agree with any provisions of the bidding
procedures that purport to limit Northrop's ability to make such
additional bids or proposals.
We expect that Grumman will honor the commitment it has made not to
publicly disclose or communicate to Martin Marietta the terms of this
offer, and this offer shall not be binding upon Northrop if it is so
disclosed or communicated prior to entering into a definitive merger
agreement with us. We also expect, and this offer is submitted on the
condition, that Grumman will not enter into any agreement with either
Martin Marietta or Northrop, except on the terms described in Dr.
Caporali's March 28 letter.
Acceptance of this offer by Grumman Corporation shall constitute
acceptance and agreement to the Agreement and Plan of Merger submitted
to you, pursuant to the letter dated March 23, 1994, from our counsel,
with a change in the second "WHEREAS" clause of $60 to the dollar
amount specified in Paragraph (1) through (5) herein and a change in
Section 4.2 to correct a typographical error therein, to change the
number 107,975,451 to 107,975.451.
Sincerely,
/s/ Kent Kresa
Kent Kresa
On April 1, 1994, representatives of the Company contacted Northrop and
invited Northrop to enter into negotiations with the Company. On April 2 and
April 3, representatives of Northrop and the Company met to discuss and
negotiate the terms of the Merger Agreement. On April 3, Northrop sent a letter
to the Company confirming its commitment to purchase all outstanding Shares for
$62 per Share and, later that day, the Purchaser, Northrop and the Company
entered into the Merger Agreement. On April 4, Northrop announced that it had
amended its Offer in accordance with the terms of the Merger Agreement.
10
5. Miscellaneous. Northrop and the Purchaser have filed with the Commission a
Tender Offer Statement on Schedule 14D-1, as amended, together with all
exhibits thereto, pursuant to Rule 14d-3 of the General Rules and Regulations
under the Exchange Act, furnishing certain additional information with respect
to the Offer. Such Tender Offer Statement and any amendments thereto, including
exhibits, may be inspected and copies may be obtained from the offices of the
Commission in the manner set forth in the Offer to Purchase (except that they
will not be available at the regional offices of the Commission).
Northrop Acquisition, Inc.
April 5, 1994
11
Manually signed facsimile copies of the Letter of Transmittal will be
accepted. Letters of Transmittal and certificates for Shares should be sent or
delivered by each stockholder of the Company or his broker, dealer, commercial
bank or trust company to the Depositary at one of its addresses set forth
below:
The Depositary for the Offer is:
CHEMICAL BANK
By Mail: By Facsimile By Hand or Overnight Delivery:
Chemical Bank Transmission: Chemical Bank
Reorganization Department (for Eligible 55 Water Street
P.O. Box 3085 Institutions only) Second Floor--Room 234
G.P.O. Station (212) 629-8015 New York, New York 10041
New York, New York (212) 629-8016 Attention:
10116-3085 Reorganization Department
Confirm by Telephone:
(212) 613-7137
Any questions or requests for assistance may be directed to the Information
Agent or Dealer Manager at their respective addresses and telephone numbers set
forth below. Requests for additional copies of the Offer to Purchase, this
Supplement and the Letter of Transmittal may be directed to the Information
Agent, the Dealer Manager or the Depositary. Stockholders may also contact
their brokers, dealers, commercial banks or trust companies for assistance
concerning the Offer.
The Information Agent for the Offer is:
[LOGO OF GEORGESON & COMPANY INC.]
Wall Street Plaza New York, New York 10005 (212) 509-6240 (Collect) (800) 223-
2064 (Toll Free)
Banks and Brokers call (212) 440-9800
The Dealer Manager for the Offer is:
SALOMON BROTHERS INC
Seven World Trade Center
New York, New York 10048
(212) 783-7769
(Call Collect)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(Including the Associated Rights)
OF
GRUMMAN CORPORATION
AT
$62.00 NET PER SHARE
PURSUANT TO THE OFFER TO PURCHASE DATED MARCH 14, 1994
AND THE SUPPLEMENT THERETO DATED APRIL 5, 1994
OF
NORTHROP ACQUISITION, INC.
A WHOLLY OWNED SUBSIDIARY OF
NORTHROP CORPORATION
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON APRIL 15, 1994, UNLESS EXTENDED.
- --------------------------------------------------------------------------------
The Depositary for the Offer is:
CHEMICAL BANK
By Mail: By Facsimile By Hand or Overnight Delivery:
Chemical Bank Transmission: Chemical Bank
Reorganization Department (for Eligible 55 Water Street
P.O. Box 3085 Institutions only) Second Floor--Room 234
G.P.O. Station (212) 629-8015 New York, New York 10041
New York, New York (212) 629-8016 Attention:
10116-3085 Confirm by Telephone: Reorganization Department
(212) 613-7137
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN ONE LISTED ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER
OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS
COMPLETED.
This Letter of Transmittal is to be used either if certificates are to be
forwarded herewith or, unless an Agent's Message (as defined in the Offer to
Purchase) is utilized, if delivery is to be made by book-entry transfer to the
account maintained by the Depositary at The Depository Trust Company, the
Midwest Securities Trust Company, or the Philadelphia Depository Trust Company
(individually, a "Book-Entry Transfer Facility" and collectively, the "Book-
Entry Transfer Facilities") pursuant to the procedures set forth in Section 2
of the Offer to Purchase. Stockholders whose certificates are not immediately
available or who cannot deliver their certificates or deliver confirmation of
the book-entry transfer of their Shares (as defined below) into the
Depositary's account at a Book-Entry Transfer Facility ("Book-Entry
Confirmation") and all other documents required hereby to the Depositary on or
prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase)
must tender their Shares according to the guaranteed delivery procedures set
forth in Section 2 of the Offer to Purchase. See Instruction 2. Delivery of
documents to a Book-Entry Transfer Facility does not constitute delivery to the
Depositary.
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _____________________________________________
Check box of Book-Entry Transfer Facility:
[_]The Depository Trust Company
[_]Midwest Securities Trust Company
[_]Philadelphia Depository Trust Company
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s): ____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution that Guaranteed Delivery: ______________________________
If Delivered by Book-Entry Transfer, Check box of Book-Entry Transfer
Facility:
[_]The Depository Trust Company
[_]Midwest Securities Trust Company
[_]Philadelphia Depository Trust Company
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
- -------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- -------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE(S) TENDERED
(PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF
CERTIFICATE SHARES REPRESENTED NUMBER OF
NUMBER(S)* BY CERTIFICATE(S) SHARES TENDERED**
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
TOTAL SHARES
- ------------------------------------------------------------------------------------------------------
* Need not be completed by stockholders tendering by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares
being delivered to the Depositary are being tendered. See
Instruction 4.
- --------------------------------------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS.
GENTLEMEN AND LADIES:
The undersigned hereby tenders to Northrop Acquisition, Inc. ("Purchaser"), a
wholly owned subsidiary of Northrop Corporation, a Delaware corporation, the
above described shares of Common Stock, par value $1.00 per share (the "Common
Stock"), of Grumman Corporation, a New York corporation (the "Company"), and
the associated Rights, as defined in the Offer to Purchase (collectively, the
"Shares"), pursuant to Purchaser's offer to purchase all of the outstanding
Shares upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated March 14, 1994 (the "Offer to Purchase"), the Supplement
thereto dated April 5, 1994 (the "Supplement") and the related Letters of
Transmittal (which together constitute the "Offer"), receipt of which is hereby
acknowledged, at the purchase price of $62.00 per Share, net to the tendering
stockholder in cash.
Subject to, and effective upon, acceptance for payment of the Shares tendered
herewith in accordance with the terms and subject to the conditions of the
Offer, the undersigned hereby sells, assigns, and transfers to, or upon the
order of, Purchaser all right, title and interest in and to all the Shares that
are being tendered hereby (and any and all other Shares or other securities
issued or issuable in respect thereof on or after March 10, 1994) and
irrevocably constitutes and appoints the Depositary the true and lawful agent
and attorney-in-fact of the undersigned with respect to such Shares (and any
such other Shares or securities) with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to
(a) deliver certificates for such Shares (and any such other Shares or
securities), or transfer ownership of such Shares (and any such other Shares or
securities) on the account books maintained by a Book-Entry Transfer Facility,
together in either such case with all accompanying evidences of transfer and
authenticity, to or upon the order of Purchaser upon receipt by the Depositary,
as the undersigned's agent, of the purchase price (adjusted, if appropriate, as
provided in the Offer to Purchase), (b) present such Shares (and any such other
Shares or securities) for transfer on the books of the Company and (c) receive
all benefits and otherwise exercise all rights of beneficial ownership of such
Shares (and any such other Shares or securities), including receipt of the
redemption price of $.01 per Right upon any redemption of the Rights, all in
accordance with the terms of the Offer.
The undersigned hereby irrevocably appoints Richard R. Molleur and Sheila M.
Gibbons and each of them the attorneys and proxies of the undersigned, each
with full power of substitution, to vote in such manner as each such attorney
and proxy or his substitute shall in his sole discretion deem proper, and
otherwise act (including pursuant to written consent) with respect to all the
Shares tendered hereby which have been accepted for payment by Purchaser prior
to the time of such vote or action (and any and all other Shares or securities
issued or issuable in respect thereof on or after March 10, 1994), which the
undersigned is entitled to vote at any meeting of stockholders (whether annual
or special and whether or not an adjourned meeting) of the Company, or consent
in lieu of any such meeting, or otherwise. This proxy is coupled with an
interest in the Company and in the Shares and is irrevocable and is granted in
consideration of, and is effective upon, the deposit by Purchaser with the
Depositary of the purchase price for such Shares in accordance with the terms
of the Offer. Such acceptance for payment shall revoke all prior proxies
granted by the undersigned at any time with respect to such Shares (and any
such other Shares or other securities) and no subsequent proxies will be given
(and if given will be deemed not to be effective) with respect thereto by the
undersigned.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby (and any and all other Shares or other securities issued or issuable in
respect thereof on or after March 10, 1994) and that, when the same are
accepted for payment by Purchaser, Purchaser will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and the same will not be subject to any adverse claim. The
undersigned, upon request, will execute and deliver any additional documents
deemed by the Depositary or Purchaser to be necessary or desirable to complete
the sale, assignment and transfer of the Shares tendered hereby (and any and
all such other Shares or other securities).
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall not be affected by, and shall survive, the death or
incapacity of the undersigned and any obligation of the undersigned hereunder
shall be binding upon the successors, assigns, heirs, executors, administrators
and legal representatives of the undersigned. Except as stated in the Offer to
Purchase, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of the
procedures described in Section 2 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and Purchaser upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or any certificates for
Shares not tendered or accepted for payment in the name(s) of the undersigned.
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for the purchase price and/or return any certificates for
Shares not tendered or accepted for payment (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature. In the event that both the Special Delivery Instructions and the
Special Payment Instructions are completed, please issue the check for the
purchase price and/or any certificates for Shares not tendered or accepted for
payment in the name of, and deliver said check and/or return such certificates
to the person or persons so indicated. Stockholders delivering Shares by book-
entry transfer may request that any Shares not accepted for payment be returned
by crediting such account maintained at a Book-Entry Transfer Facility as such
stockholder may designate by making an appropriate entry under "Special Payment
Instructions." The undersigned recognizes that Purchaser has no obligation
pursuant to the Special Payment Instructions to transfer any Shares from the
name of the registered holder thereof if Purchaser does not accept for payment
any of the Shares so tendered.
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if To be completed ONLY if
certificates for Shares not certificates for Shares not
tendered or not purchased and/or tendered or not purchased and/or
the check for the purchase price of the check for the purchase price of
Shares purchased are to be issued Shares purchased are to be sent to
in the name of someone other than someone other than the undersigned,
the undersigned, or if Shares or to the undersigned at an address
delivered by book-entry which are other than that shown above.
not purchased are to be returned by
credit to an account maintained at
a Book-Entry Transfer Facility
other than that designated above.
Issue check and/or certificate to:
Name _______________________________
(Please Print)
Issue check and/or certificate to:
Address ____________________________
Name _______________________________
(Please Print) ------------------------------------
(Include Zip Code)
Address ____________________________
------------------------------------
------------------------------------ (Tax Identification or Social
(Include Zip Code) Security Number)
------------------------------------ (See Substitute Form W-9 on Reverse
(Tax Identification or Social Side)
Security Number)
[_] Credit unpurchased Shares
delivered by book-entry transfer
to the Book-Entry Transfer
Facility account set forth below.
Check appropriate box.
[_] The Depository Trust
Company
[_] Midwest Securities Trust
Company
[_] Philadelphia Depository
Trust Company
------------------------------------
(Account Number)
SIGN HERE
(COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
............................................................
............................................................
SIGNATURE(S) OF OWNER(S)
Dated: .............................................. , 1994
(Must be signed by registered holder(s) exactly as name(s)
appear(s) on stock certificate(s) or on a security position
listing or by person(s) authorized to become registered
holder(s) by certificates and documents transmitted
herewith. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, agents,
officers of corporations or others acting in a fiduciary or
representative capacity, please provide the following
information. See Instruction 5.)
Name(s).....................................................
......................................................
(PLEASE PRINT)
Capacity (full title).......................................
Address.....................................................
......................................................
(INCLUDE ZIP CODE)
Area Code and Telephone Number..............................
Tax Identification or
Social Security No..........................................
(COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature........................................
Name........................................................
(PLEASE PRINT)
Title.......................................................
Name of Firm................................................
Address.....................................................
......................................................
(INCLUDE ZIP CODE)
Area Code and Telephone Number..............................
Dated: .............................................. , 1994
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required (i) if this Letter of Transmittal is signed by the
registered holder of the Shares (which term, for purposes of this document,
shall include any participant in a Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of Shares) tendered
herewith, unless such holder has completed either the box entitled "Special
Delivery Instructions" or the box entitled "Special Payment Instructions" on
the reverse hereof, or (ii) if such Shares are tendered for the account of a
member firm of a registered national securities exchange or a member of the
National Association of Securities Dealers, Inc. or by a commercial bank or
trust company having an office, branch or agency in the United States
(collectively, "Eligible Institutions"). In all other cases, all signatures on
this Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be completed by stockholders either if certificates are to be
forwarded herewith or if tenders of Shares are to be made pursuant to the
procedures for delivery by book-entry transfer set forth in Section 2 of the
Offer to Purchase. Certificates for all physically tendered Shares, or any
Book-Entry Confirmation of Shares, as the case may be, as well as a properly
completed and duly executed Letter of Transmittal (or facsimile thereof),
unless an Agent's Message (as defined in the Offer to Purchase) is utilized,
and any other documents required by this Letter of Transmittal, must be
received by the Depositary at one of its addresses set forth herein on or prior
to the Expiration Date (as defined in Section 1 of the Offer to Purchase).
Stockholders whose certificates for Shares are not immediately available or who
cannot deliver their certificates and all other required documents to the
Depositary on or prior to the Expiration Date may tender their Shares by
properly completing and duly executing the Notice of Guaranteed Delivery
pursuant to the guaranteed delivery procedure set forth in Section 2 of the
Offer to Purchase. Pursuant to such procedure, (i) such tender must be made by
or through an Eligible Institution, (ii) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by Purchaser,
must be received by the Depositary prior to the Expiration Date, and (iii) the
certificates for all physically tendered Shares or Book-Entry Confirmation of
Shares, as the case may be, together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), unless an Agent's
Message (as defined in the Offer to Purchase) is utilized, and any other
documents required by this Letter of Transmittal, must be received by the
Depositary within five New York Stock Exchange, Inc. trading days after the
date of execution of such Notice of Guaranteed Delivery, all as provided in
Section 2 of the Offer to Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATE FOR
SHARES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-
ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER
AND, EXCEPT AS OTHERWISE PROVIDED IN THIS INSTRUCTION 2, THE DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO INSURE TIMELY
DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, by execution
of this Letter of Transmittal (or facsimile thereof), waive any right to
receive any notice of the acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
signed schedule attached hereto.
4. PARTIAL TENDERS. (Not applicable to stockholders who tender by book-entry
transfer.) If fewer than all the Shares evidenced by any certificate submitted
are to be tendered, fill in the number of Shares which are to be tendered in
the box entitled "Number of Shares Tendered." In such case, new certificate(s)
for the remainder of the Shares that were evidenced by your old certificate(s)
will be sent to you, unless otherwise provided in the appropriate box on this
Letter of Transmittal, as soon as practicable after the Expiration Date. All
Shares represented by certificates delivered to the Depositary will be deemed
to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond exactly with the name(s) as
written on the face of the certificate(s) without alteration, enlargement or
any change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or stock powers are signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory
to Purchaser of such person's authority so to act must be submitted.
When this Letter of Transmittal is signed by the registered owner(s) of the
Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment or certificates for Shares
not tendered or purchased are to be issued to a person other than the
registered owner(s). Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the registered
owner(s) of the Shares listed, the certificates must be endorsed or accompanied
by appropriate stock powers, in either case signed exactly as the name or names
of the registered owner or owners appear on the certificates. Signatures on
such certificates or stock powers must be guaranteed by an Eligible
Institution.
6. STOCK TRANSFER TAXES. Except as set forth in this Instruction 6, Purchaser
will pay or cause to be paid any stock transfer taxes with respect to the
transfer and sale of purchased Shares to it or its order pursuant to the Offer.
If payment of the purchase price is to be made to, or if certificates for
Shares not tendered or purchased are to be registered in the name of, any
person other than the registered holder, or if tendered certificates are
registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered holder or such person) payable on account of the transfer to
such person will be deducted from the purchase price unless satisfactory
evidence of the payment of such taxes or exemption therefrom is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check and/or certificates
for unpurchased Shares are to be issued in the name of a person other than the
signer of this Letter of Transmittal or if a check is to be sent and/or such
certificates are to be returned to someone other than the signer of this Letter
of Transmittal or to an address other than that shown above, the appropriate
boxes on this Letter of Transmittal should be completed. Stockholders tendering
Shares by book-entry transfer may request that Shares not purchased be credited
to such account maintained at a Book-Entry Transfer Facility as such
stockholder may designate hereon. If no such instructions are given, such
Shares not purchased will be returned by crediting the account at the Book-
Entry Transfer Facility designated above.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance may
be directed to, or additional copies of the Offer to Purchase, the Supplement
thereto and this Letter of Transmittal may be obtained from, the Information
Agent or the Dealer Manager at their respective addresses set forth below or
from your broker, dealer, commercial bank or trust company.
9. WAIVER OF CONDITIONS. The conditions of the Offer may be waived by
Purchaser, in whole or in part, at any time and from time to time in
Purchaser's sole discretion, in the case of any Shares tendered.
10. SUBSTITUTE FORM W-9. The tendering stockholder is required to provide the
Depositary with a correct Taxpayer Identification Number ("TIN") on Substitute
Form W-9 which is provided under "Important Tax Information" below, and to
certify whether the stockholder is subject to backup withholding of Federal
income tax. If a tendering stockholder is subject to backup withholding, the
stockholder must cross out item (2) of the Certification box of the Substitute
Form W-9. Failure to provide the information on the Substitute Form W-9 may
subject the tendering stockholder to 31% Federal income tax withholding on the
payment of the purchase price. If the tendering stockholder has not been issued
a TIN and has applied for a number or intends to apply for a number in the near
future, he or she should write "Applied For" in the space provided for the TIN
in Part I, and sign and date the Substitute Form W-9. If "Applied For" is
written in Part I and the Depositary is not provided with a TIN within 60 days,
the Depositary will withhold 31% on all payments of the purchase price until a
TIN is provided to the Depositary.
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Shares or Rights has been lost, destroyed or stolen, the
stockholder should promptly notify the Depositary. The stockholder will then be
instructed as to the steps that must be taken in order to replace the
certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed certificates
have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF), TOGETHER WITH
CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR TO THE EXPIRATION
DATE.
IMPORTANT TAX INFORMATION
Under Federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary with such
stockholder's correct TIN on Substitute Form W-9 below. If such stockholder is
an individual, the TIN is his social security number. If a tendering
stockholder is subject to backup withholding, he must cross out item (2) of the
Certification box on the Substitute Form W-9. If the Depositary is not provided
with the correct TIN, the stockholder may be subject to a $50 penalty imposed
by the Internal Revenue Service. In addition, payments that are made to such
stockholder with respect to Shares purchased pursuant to the Offer may be
subject to backup withholding.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that stockholder must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Such statements may be
obtained from the Depositary. Exempt stockholders, other than foreign
individuals, should furnish their TIN, write "Exempt" on the face of the
Substitute Form W-9 below and sign, date and return the Substitute Form W-9 to
the Depositary. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the stockholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to stockholder with
respect to Shares purchased pursuant to the Offer, the stockholder is required
to notify the Depositary of his correct TIN by completing the form below
certifying that the TIN provided on the Substitute Form W-9 is correct (or that
such stockholder is awaiting a TIN).
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the social security number
or employer identification number of the record owner of the Shares. If the
Shares are in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidelines on which number to
report. If the tendering stockholder has not been issued a TIN and has applied
for a number or intends to apply for a number in the near future, he should
write "Applied For" in the space provided for in the TIN in Part I, and sign
and date the Substitute Form W-9. If "Applied For" is written in Part I and the
Depositary is not provided with a TIN within 60 days, the Depositary will
withhold 31% on all payments of the purchase price until a TIN is provided to
the Depositary.
PAYER'S NAME: CHEMICAL BANK
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SUBSTITUTE FORM W-9
Department of the Treasury
Internal Revenue Service
Payer's Request for Taxpayer
Identification Number (TIN)
- --------------------------------------------------------------------------------
PART I--PLEASE PROVIDE YOUR TIN IN THE BOX AT
RIGHT AND CERTIFY BY SIGNING AND
DATING BELOW.
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SOCIAL SECURITY NUMBER
OR______________________________________
EMPLOYER IDENTIFICATION NUMBER
(If awaiting TIN write "Applied For")
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PART II--For Payees exempt from backup withholding, see the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 and
complete as instructed therein.
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CERTIFICATION--Under the penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or a Taxpayer Identification Number has not been issued to me)
and either (a) I have mailed or delivered an application to receive a
Taxpayer Identification Number to the appropriate Internal Revenue
Service ("IRS") or Social Security Administration office or (b) I intend
to mail or deliver an application in the near future. (I understand that
if I do not provide a Taxpayer Identification Number within (60) days,
31% of all reportable payments made to me thereafter will be withheld
until I provide a number); and
(2) I am not subject to backup withholding either because I have not been
notified by the IRS that I am subject to backup withholding as a result
of a failure to report all interest or dividends, or the IRS has notified
me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding because
of underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out item (2). (Also see instructions in the
enclosed Guidelines.)
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SIGNATURE ___________________________ DATE _______________________ 1994
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
The Information Agent for the Offer is:
[LOGO OF GEORGESON & COMPANY INC.]
Wall Street Plaza
New York, New York 10005
(212) 509-6240 (Collect)
(800) 223-2064 (Toll Free)
Banks and Brokers call
(212) 440-9800
The Dealer Manager for the Offer is:
SALOMON BROTHERS INC
Seven World Trade Center
New York, New York 10048
(212) 783-7769
(Call Collect)
[Salomon Brothers Inc Letterhead]
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(Including the Associated Rights)
OF
GRUMMAN CORPORATION
AT
$62.00 NET PER SHARE
BY
NORTHROP ACQUISITION, INC.
A WHOLLY OWNED SUBSIDIARY OF
NORTHROP CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, APRIL 15, 1994, UNLESS EXTENDED.
April 5, 1994
To Brokers, Dealers, Commercial Banks,
Trust Companies And Other Nominees:
We have been engaged to act as Dealer Manager in connection with the offer by
Northrop Acquisition, Inc. ("Purchaser"), a wholly owned subsidiary of Northrop
Corporation, a Delaware corporation ("Northrop"), to purchase all of the
outstanding shares of Common Stock, par value $1.00 per share (including the
Rights, as defined in the Offer to Purchase) (collectively, the "Shares"), of
Grumman Corporation, a New York corporation (the "Company"), at $62.00 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in Purchaser's Offer to Purchase dated March 14, 1994, the Supplement
thereto dated April 5, 1994 and the related Letters of Transmittal (which
together constitute the "Offer").
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED IMMEDIATELY PRIOR TO THE EXPIRATION OF THE OFFER, AND NOT WITHDRAWN,
SHARES REPRESENTING TWO-THIRDS OF THE SHARES OUTSTANDING ON A FULLY DILUTED
BASIS AT THAT DATE.
Enclosed herewith are copies of the following documents:
1. Supplement dated April 5, 1994 to the Offer to Purchase;
2. Letter of Transmittal to be used by stockholders of the Company in
accepting the Offer;
3. Letter which may be sent to your clients for whose account you hold
Shares in your name or in the name of your nominees, with space provided
for obtaining such clients' instructions with regard to the Offer;
4. Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares are not immediately available or time will not
permit all required documents to reach the Depositary prior to the
Expiration Date (as defined in the Offer to Purchase) or if the procedures
for book-entry transfer cannot be completed on a timely basis;
5. Notice of Withdrawal of Shares tendered pursuant to the offer of MMC
Acquisition Corp.;
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
7. Return envelope addressed to Chemical Bank, as Depositary.
Purchaser will not pay any fees or commissions to any broker or dealer or
other person (other than the Dealer Manager, the Depositary and the Information
Agent as described in the Offer to Purchase) in connection with the
solicitation of tenders of Shares pursuant to the Offer. However, Purchaser
will reimburse you for customary mailing and handling expenses incurred by you
in forwarding the enclosed materials to your clients.
Purchaser will pay or cause to be paid any transfer taxes payable on the
transfer of Shares to it, except as otherwise provided in Instruction 6 of the
enclosed Letter of Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 15, 1994, UNLESS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be sent
to the Depositary and certificates representing the tendered Shares should be
delivered, or such Shares should be tendered by book-entry transfer, all in
accordance with the Instructions set forth in the Letter of Transmittal and the
Offer to Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents prior to the expiration
of the Offer, a tender may be effected by following the guaranteed delivery
procedures specified under Section 2, "Procedure for Tendering Shares" in the
Offer to Purchase.
Any inquiries you may have with respect to the Offer should be addressed to
Salomon Brothers Inc or Georgeson & Company Inc. at their respective addresses
and telephone numbers set forth on the back cover page of the Offer to Purchase
and the Supplement thereto.
Additional copies of the enclosed materials may be obtained from the
undersigned, Salomon Brothers Inc, telephone (212) 783-7769, or by calling the
Information Agent, Georgeson & Company Inc., at (800) 223-2064.
Very truly yours,
SALOMON BROTHERS INC
Enclosures
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY PERSON AS AN AGENT OF PURCHASER, NORTHROP, THE DEPOSITARY, THE INFORMATION
AGENT OR THE DEALER MANAGER OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE
OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND THE STATEMENTS CONTAINED THEREIN.
2
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(Including the Associated Rights)
OF
GRUMMAN CORPORATION
AT
$62.00 NET PER SHARE
BY
NORTHROP ACQUISITION, INC.
A WHOLLY OWNED SUBSIDIARY OF
NORTHROP CORPORATION
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, APRIL 15, 1994, UNLESS EXTENDED.
- --------------------------------------------------------------------------------
To Our Clients:
Enclosed for your consideration are the Supplement dated April 5, 1994 to the
Offer to Purchase dated March 14, 1994 and the related Letter of Transmittal
(which together constitute the "Offer") relating to an offer by Northrop
Acquisition, Inc., ("Purchaser"), a wholly owned subsidiary of Northrop
Corporation, a Delaware corporation, to purchase for cash all of the
outstanding shares of Common Stock, par value $1.00 per share (including the
Rights, as defined in the Offer to Purchase) (collectively, the "Shares"), of
Grumman Corporation, a New York corporation (the "Company"), at a purchase
price of $62.00 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer. We are the holder of record
of Shares held by us for your account. A tender for such Shares can be made
only by us as the holder of record and pursuant to your instructions. The
Letter of Transmittal is furnished to you for your information only and cannot
be used by you to tender Shares.
We request instructions as to whether you wish to tender any or all of such
Shares held by us for your account, pursuant to the terms and conditions set
forth in the Offer to Purchase and the related Letter of Transmittal.
Your attention is invited to the following:
1. The tender price is $62.00 per Share, net to the seller in cash.
2. The Offer and withdrawal rights will expire at 12:00 Midnight, New
York time, on Friday, April 15, 1994, unless extended.
3. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED IMMEDIATELY PRIOR TO THE EXPIRATION OF THE OFFER, AND NOT
WITHDRAWN, SHARES REPRESENTING TWO-THIRDS OF THE SHARES OUTSTANDING ON A
FULLY DILUTED BASIS AT THAT DATE.
4. Stockholders who tender Shares will not be obligated to pay brokerage
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase of Shares by Purchaser pursuant
to the Offer.
If you wish to have us tender any or all of your Shares, please complete,
sign and return the form set forth on the reverse side of this letter. Your
instructions to us should be forwarded in ample time to permit us to submit a
tender on your behalf prior to the expiration of the Offer.
INSTRUCTIONS WITH RESPECT TO THE OFFER
TO PURCHASE SHARES OF COMMON STOCK
(Including the Associated Rights)
OF
GRUMMAN CORPORATION
AT
$62.00 NET PER SHARE
BY
NORTHROP ACQUISITION, INC.
A WHOLLY OWNED SUBSIDIARY OF
NORTHROP CORPORATION
The undersigned acknowledge(s) receipt of your letter, the Offer to Purchase
dated March 14, 1994 (the "Offer to Purchase"), the Supplement thereto dated
April 5, 1994 and the related Letters of Transmittal, in connection with the
Offer by Northrop Acquisition, Inc. (the "Purchaser") to purchase all
outstanding shares of Common Stock, par value $1.00 per share (including the
associated Rights, as defined in the Offer to Purchase) (collectively, the
"Shares"), of Grumman Corporation.
This will instruct you to tender to the Purchaser the number of Shares
indicated below held by you for the account of the undersigned, on the terms
and subject to the conditions set forth in the Offer to Purchase and Letters of
Transmittal.
SIGN HERE
NUMBER OF SHARES TO BE TENDERED:* _____________________________________
_____ SHARES _____________________________________
Signature(s)
_____________________________________
Account Number: _____________________ _____________________________________
Please print name(s) and address(es)
here
Dated: ________________________, 1994 _____________________________________
Tax Identification or Social
Security Number
- --------
* Unless otherwise indicated, it will be assumed that all of your Shares held
by us for your account are to be tendered.
2
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
(Including the Associated Rights)
OF
GRUMMAN CORPORATION
TO
NORTHROP ACQUISITION, INC.
This form, or one substantially equivalent hereto, must be used to accept the
Offer (as defined below) if certificates representing shares of Common Stock,
par value $1.00 per share (including the associated Rights, as defined in the
Offer to Purchase) (collectively, the "Shares"), of Grumman Corporation, a New
York corporation, are not immediately available, if the procedure for book-
entry transfer cannot be completed on a timely basis, or if time will not
permit all required documents to reach the Depositary prior to the Expiration
Date (as defined in Section 1 of the Offer to Purchase). Such form may be
delivered by hand or transmitted by facsimile transmission or mail to the
Depositary. See Section 2 of the Offer to Purchase.
The Depositary for the Offer is:
CHEMICAL BANK
By Mail: By Facsimile By Hand or Overnight Delivery:
Chemical Bank Transmission: Chemical Bank
Reorganization Department (for Eligible 55 Water Street
P.O. Box 3085 Institutions only) Second Floor--Room 234
G.P.O. Station (212) 629-8015 New York, New York 10041
New York, New York (212) 629-8016 Attention
10116-3085 Confirm by Telephone: Reorganization Department
(212) 613-7137
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
The undersigned hereby tenders to Northrop Acquisition, Inc., a wholly owned
subsidiary of Northrop Corporation, a Delaware corporation, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated March 14,
1994, the Supplement thereto dated April 5, 1994 and the related Letters of
Transmittal (which together constitute the "Offer"), receipt of which is hereby
acknowledged, Shares pursuant to the guaranteed delivery procedures set
forth in Section 2 of the Offer to Purchase.
Certificate No(s). Name(s) of Record Holder(s) _________
(if available) ______________________ _____________________________________
_____________________________________
_____________________________________ Please Type or Print
Check ONE box if Shares will be
tendered by book-entry transfer:
Address _____________________________
_____________________________________
[_]The Depository Trust Company Zip Code
[_]Midwest Securities Trust Company Area Code and Tel. No. ______________
[_]Philadelphia Depository Trust Company Signature(s)_________________________
Account Number ______________________ _____________________________________
Dated __________________________ 1994
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange
or a member of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office, branch or agency in the
United States, (a) represents that the above named person(s) "own(s)" the
Shares tendered hereby within the meaning of Rule 10b-4 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b)
represents that such tender of Shares complies with Rule 10b-4 under the
Exchange Act, (c) guarantees delivery to the Depositary, at one of its
addresses set forth above, of certificates representing the Shares tendered
hereby in proper form for transfer, or confirmation of book-entry transfer of
such Shares into the Depositary's accounts at The Depository Trust Company, the
Midwest Securities Trust Company or the Philadelphia Depository Trust Company,
in each case with delivery of a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), and any other required documents, within
five New York Stock Exchange, Inc. trading days after the date hereof.
- ------------------------------------- _____________________________________
Name of Firm Authorized Signature
_____________________________________ _____________________________________
Address Title
_____________________________________ Name ________________________________
Zip Code Please Type or Print
Area Code and Tel. No._______________ Date ___________________________ 1994
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE.
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
2
WITHDRAWAL OF SHARES OF COMMON STOCK
OF
GRUMMAN CORPORATION
TENDERED PURSUANT TO THE OFFER OF PURCHASE OF
MMC ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
MARTIN MARIETTA CORPORATION
To Holders of Common Stock of Grumman Corporation
Who Have Tendered Shares Pursuant to the Offer of
MMC Acquisition Corp., a wholly owned subsidiary
of Martin Marietta Corporation:
Section 4 of the Offer to Purchase dated March 8, 1994 (the "Marietta Offer")
of MMC Acquisition Corp. ("Acquisition Corp."), a wholly owned subsidiary of
Martin Marietta Corporation, offering to purchase shares of common stock, par
value $1.00 per share (the "Common Stock"), of Grumman Corporation (the
"Company"), and the associated preferred stock purchase rights (the "Rights,"
and together with the Common Stock, the "Shares"), sets forth the applicable
procedures whereby Shares that have been tendered pursuant to the Marietta
Offer may properly be withdrawn.
Section 4 of the Offer provides in relevant part as follows:
"To be effective, a written, telegraphic, telex or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of
its addresses set forth on the back cover of this Offer to Purchase and
must specify the name of the person who tendered the Shares to be withdrawn
and the number of Shares to be withdrawn and the name of the registered
holder of the Shares, if different from that of the person who tendered
such Shares. If the Shares to be withdrawn have been delivered to the
Depositary, a signed notice of withdrawal with (except in the case of
Shares tendered by an Eligible Institution) signatures guaranteed by an
Eligible Institution must be submitted prior to the release of such Shares.
In addition, such notice must specify, in the case of Shares tendered by
delivery of certificates, the name of the registered holder (if different
from that of the tendering shareholder) and the serial numbers shown on the
particular certificates evidencing the Shares to be withdrawn or, in the
case of Shares tendered by book-entry transfer, the name and number of the
account at one of the Book-Entry Transfer Facilities to be credited with
the withdrawn Shares."
In connection with the offer to purchase the Shares by Northrop Acquisition,
Inc. (the "Purchaser"), a wholly owned subsidiary of Northrop Corporation, a
Delaware corporation, described in the Purchaser's Offer to Purchase dated
March 14, 1994, the Supplement thereto dated April 5, 1994 and the related
Letters of Transmittal (which collectively constitute the "Purchaser's Offer"),
the Purchaser, for the convenience of holders of Shares, has provided on the
attached page a form of "Notice of Withdrawal" which, if properly completed and
delivered to First Chicago Trust Company of New York, New York, New York
("First Chicago"), the Depositary for the Marietta Offer, will enable holders
of Shares properly to withdraw Shares tendered pursuant to the Marietta Offer.
Such form, a facsimile thereof or any other proper notice of withdrawal may be
delivered by hand or sent by telegraphic, telex, facsimile transmission or
letter to First Chicago.
Shares held by First Chicago under the Marietta Offer must first be withdrawn
before they can be tendered pursuant to the Purchaser's Offer. Stockholders who
desire assistance in withdrawing the Shares tendered pursuant to the Marietta
Offer may contact the Information Agent for the Purchaser's Offer at its
address and telephone numbers set forth below.
Copies of the Purchaser's Offer dated March 14, 1994, the Supplement thereto
dated April 5, 1994 and related Letter of Transmittal are also available from
the Information Agent. Upon proper withdrawal of Shares from the Marietta
Offer, Shares may be tendered pursuant to the Purchaser's Offer, which will
expire at 12:00 Midnight, New York City time, on Friday, April 15, 1994, unless
extended.
The Information Agent for the Purchaser's Offer is:
[LOGO OF GEORGESON & COMPANY INC.]
Wall Street Plaza
New York, New York 10005
(212) 509-6240 (Collect)
(800) 223-2064 (Toll Free)
Banks and Brokers call
(212) 440-9800
The Dealer Manager for the Purchaser's Offer is:
SALOMON BROTHERS INC
Seven World Trade Center
New York, New York 10048
(212) 783-7769
(Call Collect)
2
NOTICE OF WITHDRAWAL
OF
SHARES OF COMMON STOCK
OF
GRUMMAN CORPORATION
TENDERED PURSUANT TO
THE OFFER TO PURCHASE DATED MARCH 8, 1994
BY
MMC ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
MARTIN MARIETTA CORPORATION
TO: FIRST CHICAGO TRUST COMPANY OF NEW YORK ("DEPOSITARY")
By Mail: By Facsimile Transmission: By Hand or Overnight
Courier:
P.O. Box 2564 (201) 222-4720 14 Wall Street, 8th Floor
Tenders & Exchanges or Suite 4660 New York,
Suite 4660 (201) 222-4721 New York 10005
Jersey City, New Jersey
07303-2564 Confirm Fax Only:
(201) 222-4707
Gentlemen and Ladies:
The undersigned hereby withdraws the shares of common stock, par value $1.00
per share (the "Common Stock"), and the associated preferred stock purchase
rights (the "Rights," and together with the Common Stock, the "Shares"), of
Grumman Corporation described below.
DESCRIPTION OF SHARES WITHDRAWN
Name(s) of tendering stockholder(s)__________________________________________
Name(s) of registered holder(s) (if different)_______________________________
Number of Shares withdrawn___________________________________________________
FURTHER DESCRIPTION OF SHARES WITHDRAWN
(to be completed only if certificates have been
delivered or otherwise identified to
First Chicago Trust Company of New York, New York, New York,
or tendered by book-entry transfer)
Certificate Number(s)*_______________________________________________________
If applicable, Book-Entry Transfer Facility account number___________________
Name of Book-Entry Transfer Facility account_________________________________
(MUST BE SIGNED ON REVERSE SIDE)
*CALL GEORGESON & COMPANY INC., THE INFORMATION AGENT FOR THE PURCHASER'S
OFFER, FOR ASSISTANCE IF YOU DO NOT HAVE YOUR CERTIFICATE NUMBER(S)
3
STOCKHOLDER SIGN HERE
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents previously
transmitted or transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, please set forth full
title of such person.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signature(s) of Owner(s)
Dated____________________________
Name(s)_________________________________________________________________________
Please Print
Capacity (full title) __________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________________
(Including Zip Code)
(Area Code and Tel. No.) _______________________________________________________
SIGNATURE GUARANTEE
(REQUIRED IF CERTIFICATES HAVE BEEN DELIVERED OR OTHERWISE IDENTIFIED TO
FIRST CHICAGO TRUST COMPANY OF NEW YORK, NEW YORK, NEW YORK)
Authorized Signature____________________________________________________________
Name____________________________________________________________________________
Title___________________________________________________________________________
Address_________________________________________________________________________
Name of Firm____________________________________________________________________
(Area Code and Tel. No.)________________________________________________________
Dated: __________________________
4
EXHIBIT (c)(15)
CONFIDENTIAL
By hand delivery
April 3, 1994
Board of Directors
Grumman Corporation
Gentlemen and Mrs. Benson:
This is to confirm our conversation today, in which we advised that
Northrop Corporation and Northrop Acquisition, Inc. are prepared to enter into
an Agreement and Plan of Merger with Grumman Corporation, with the price therein
increased to $62 per share of Grumman common stock. The form of such agreement
shall be as previously furnished to you and referred to in our letter of March
31, 1994.
This offer is presented with the understanding that it will be presented to
the Grumman Board of Directors at a meeting scheduled for 8:00 p.m. Eastern Time
on this date. This offer is expressly conditioned upon Grumman's execution of
the Agreement and Plan of Merger no later than 10:00 p.m., Eastern Time,
tonight.
This offer was approved by the Directors of Northrop at a special meeting
held earlier this evening.
Sincerely,
/s/ RICHARD B. WAUGH, JR.
Richard B. Waugh, Jr.
Corporate Vice President and
Chief Financial Officer
