-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ROTNOAjA6a/UJMYfcHz7Dy5RvlWR2oTUGMlvp+hKzyizWx0LAcJ1+1nYG9AQw5Xh kL7zNSzmqSqpsvqpF/a5Dw== 0000898822-00-000087.txt : 20000225 0000898822-00-000087.hdr.sgml : 20000225 ACCESSION NUMBER: 0000898822-00-000087 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000224 GROUP MEMBERS: AT&T CORP GROUP MEMBERS: LMN CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRC INTERNATIONAL INC CENTRAL INDEX KEY: 0000201944 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 952131929 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-06705 FILM NUMBER: 552580 BUSINESS ADDRESS: STREET 1: 1900 GALLOWS RD CITY: VIENNA STATE: VA ZIP: 22182 BUSINESS PHONE: 7035065005 MAIL ADDRESS: STREET 1: 1900 GALLOWS ROAD CITY: VIENNA STATE: VA ZIP: 22182 FORMER COMPANY: FORMER CONFORMED NAME: FLOW GENERAL INC DATE OF NAME CHANGE: 19900219 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL RESEARCH CORP /DE/ DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AT&T CORP CENTRAL INDEX KEY: 0000005907 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 134924710 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 32 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2123875400 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 SC 13D 1 SCHEDULE 13D ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 GRC INTERNATIONAL, INC. -------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.10 PER SHARE ------------------------------------------------------------ (Title of Class of Securities) 361922 10 7 ------------------------------------------------ (CUSIP Number) ------------------------------------------------------------------ MARILYN J. WASSER, ESQ. VICE PRESIDENT AND SECRETARY AT&T CORP. 32 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10013-2412 TELEPHONE: (212) 387-5400 ------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) FEBRUARY 14, 2000 ------------------------------------------------------------------ (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: | |. Page 1 of 7 Pages ============================================================================== SCHEDULE 13D - ----------------------------- ----------------------- CUSIP No. 361922 10 7 Page 2 of 7 Pages - ----------------------------- ----------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS AT&T CORP. I.R.S. IDENTIFICATION NO. 13-4924710 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) | | - -------------------------------------------------------------------------------- 3 SEC USE ONLY | | - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE ORGANIZATION NEW YORK - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0-* NUMBER OF ------------------------------------------------------------------ 8 SHARES SHARED VOTING POWER 3,709,700* BENEFICIALLY ------------------------------------------------------------------ 9 OWNED BY SOLE DISPOSITIVE POWER -0-* EACH ------------------------------------------------------------------ 10 REPORTING SHARED DISPOSITIVE POWER -0-* PERSON WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,709,700* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.7%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * On February 14, 2000, AT&T Corp. ("AT&T") and LMN Corporation (the "Purchaser") entered into Stockholder Agreements (the "Stockholder Agreements") with two stockholders (the "Stockholders") of GRC International, Inc. ("GRC International"), which are described in Section 11 of the Offer to Purchase dated February 22, 2000 (the "Offer to Purchase") which was filed as an exhibit to the Schedule TO filed with the Securities and Exchange Commission on February 22, 2000 by AT&T and the Purchaser (the "Schedule TO"). Pursuant to the Stockholder Agreements, the Stockholders generally have agreed to tender in accordance with the terms of the tender offer described in the Schedule TO, an aggregate of 3,709,700 shares of common stock, par value $.10 per share, of GRC International (the "Common Stock"). In addition, the parties to the Stockholder Agreements have granted limited irrevocable proxies with respect to such shares of Common Stock to AT&T. SCHEDULE 13D - ----------------------------- ----------------------- CUSIP No. 361922 10 7 Page 3 of 7 Pages - ----------------------------- ----------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS LMN CORPORATION I.R.S. IDENTIFICATION NO. 36-4345949 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) | | - -------------------------------------------------------------------------------- 3 SEC USE ONLY | | - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0-+ NUMBER OF ------------------------------------------------------------------ 8 SHARES SHARED VOTING POWER 3,709,700+ BENEFICIALLY ------------------------------------------------------------------ 9 OWNED BY SOLE DISPOSITIVE POWER -0-+ EACH ------------------------------------------------------------------ 10 REPORTING SHARED DISPOSITIVE POWER -0-+ PERSON WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,709,700+ - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.7%+ - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- + On February 14, 2000, AT&T Corp. ("AT&T") and LMN Corporation (the "Purchaser") entered into Stockholder Agreements (the "Stockholder Agreements") with two stockholders (the "Stockholders") of GRC International, Inc. ("GRC International"), which are described in Section 11 of the Offer to Purchase dated February 22, 2000 (the "Offer to Purchase") which was filed as an exhibit to the Schedule TO filed with the Securities and Exchange Commission on February 22, 2000 by AT&T and the Purchaser (the "Schedule TO"). Pursuant to the Stockholder Agreements, the Stockholders generally have agreed to tender in accordance with the terms of the tender offer described in the Schedule TO, an aggregate of 3,709,700 shares of common stock, par value $.10 per share, of GRC International (the "Common Stock"). In addition, the parties to the Stockholder Agreements have granted limited irrevocable proxies with respect to such shares of Common Stock to AT&T. ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D (this "Schedule 13D") relates to the Common Stock of GRC International, a Delaware corporation. GRC International's principal executive offices are located at 1900 Gallows Road, Vienna, Virginia 22182. ITEM 2. IDENTITY AND BACKGROUND. (a) - (c) and (f). This Schedule 13D is being filed by AT&T and the Purchaser. Reference is made to the information set forth in the "Introduction," Section 9 ("Certain Information Concerning AT&T and the Purchaser"), and Schedule I ("Directors and Executive Officers of AT&T and the Purchaser") of the Offer to Purchase, which is incorporated herein by reference. (d) - (e) During the last five years, neither AT&T, the Purchaser, nor, to the knowledge of AT&T or Purchaser, any of the persons listed on Schedule I (Directors and Executive Officers of AT&T and the Purchaser) of the Offer to Purchase, which is incorporated herein by reference, (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Reference is made to the information set forth in Section 12 ("Source and Amount of Funds") of the Offer to Purchase, which is incorporated herein by reference. ITEM 4. PURPOSE OF THE TRANSACTION. Reference is hereby made to the information set forth in the "Introduction," Section 7 ("Possible Effects of the Offer on the Market for the Shares; NYSE Listing; Securities Exchange Act Registration; Margin Regulations"), Section 10 ("Background of the Offer; Contacts with GRC International"), Section 11 ("Purpose of the Offer; the Merger Agreement; the Stockholder Agreements; Appraisal Rights; Plans for GRC International") and Section 13 ("Dividends and Distributions") of the Offer to Purchase, which is incorporated herein by reference. Except for the foregoing, AT&T and the Purchaser have no plans or proposals which relate to or would result in: (a) the acquisition of any additional securities of GRC International, or the disposition of any securities of GRC International; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving GRC International or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of GRC International or any of its subsidiaries; (d) any change in the present board of directors or management of GRC International, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; (e) any material change in the present capitalization or dividend policy of GRC International; 4 of 7 (f) any material change in GRC International's business or corporate structure; (g) any change in GRC International's charter or by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of GRC International by any person; (h) causing a class of securities of GRC International to be delisted from a national securities exchange or to cease to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of GRC International becoming eligible for termination and registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to the foregoing. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(d) Reference is hereby made to the information set forth in the "Introduction", Section 9 ("Certain Information Concerning AT&T and the Purchaser"), Section 11 ("Purpose of the Offer; the Merger Agreement; the Stockholder Agreements; Appraisal Rights; Plans for GRC International") and Schedule I ("Directors and Executive Directors of AT&T and the Purchaser") of the Offer to Purchase, which is incorporated herein by reference, and to the information set forth in Items 7 through 11 and Item 13 on the cover pages to this Schedule 13D. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Reference is hereby made to the information set forth in "Introduction," Section 9 ("Certain Information Concerning AT&T and the Purchaser"), Section 11 ("Purpose of the Offer; the Merger Agreement; the Stockholder Agreements; Appraisal Rights; Plans for GRC International") of the Offer to Purchase, which is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Offer to Purchase, dated February 22, 2000 (Incorporated by reference to Exhibit (a)(1) to the Schedule TO). 2. Agreement and Plan of Merger, dated as of February 14, 2000, among AT&T, the Purchaser and GRC International (Incorporated by reference to Exhibit (d)(1) to the Schedule TO). 3. Stockholder Agreement, dated as of February 14, 2000, among AT&T, the Purchaser and Cilluffo Associates, L.P. (Incorporated by reference to Exhibit (d)(3) to the Schedule TO). 4. Stockholder Agreement, dated as of February 14, 2000, among AT&T, the Purchaser and Gerald R. McNichols (Incorporated by reference to Exhibit (d)(4) to the Schedule TO). 5 of 7 SIGNATURES After reasonable 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: February 24, 2000 AT&T CORP. By: /s/ Gary A. Swenson Name: Gary A. Swenson Title: Assistant Secretary LMN CORPORATION By: /s/ Gary A. Swenson Name: Gary A. Swenson Title: Secretary 6 of 7 INDEX OF EXHIBITS 1. Offer to Purchase, dated February 22, 2000 (Incorporated by reference to Exhibit (a)(1) to the Schedule TO). 2. Agreement and Plan of Merger, dated as of February 14, 2000, among AT&T Corp., LMN Corporation and GRC International, Inc. (Incorporated by reference to Exhibit (d)(1) to the Schedule TO). 3. Stockholder Agreement, dated as of February 14, 2000, among AT&T Corp., LMN Corporation and Cilluffo Associates, L.P. (Incorporated by reference to Exhibit (d)(3) to the Schedule TO). 4. Stockholder Agreement, dated as of February 14, 2000, among AT&T Corp., LMN Corporation and Gerald R. McNichols (Incorporated by reference to Exhibit (d)(4) to the Schedule TO). 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----