-----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, LDA16IkgDYhCPJiewnFKbImxVaruZOdkWTWGV5yLB2nRLyBoACKx1Gfh8Q22upqk YDMJVNnIj0n8mS2gR8TODQ== 0000898822-00-000160.txt : 20000329 0000898822-00-000160.hdr.sgml : 20000329 ACCESSION NUMBER: 0000898822-00-000160 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000328 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 TO-T/A SEC ACT: SEC FILE NUMBER: 005-06705 FILM NUMBER: 581352 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 TO-T/A 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 TO-T/A 1 SCHEDULE TO/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------------------------------ Schedule TO/A Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4 - Final Amendment) GRC International, Inc. ------------------------------------------------------------ (Name of Subject Company) LMN Corporation AT&T Corp. ------------------------------------------------------------ (Name of Filing Person - Offeror) Common Stock, Par Value $0.10 Per Share ------------------------------------------------------------ (Title of Class of Securities) 361922 10 7 ------------------------------------------------------------ (CUSIP Number of Class of Securities) Marilyn J. Wasser, Esq. Vice President and Secretary AT&T Corp. 32 Avenue of the Americas New York, NY 10013-2412 Telephone: (212) 387-5400 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copy to: Steven A. Rosenblum, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1000 CALCULATION OF FILING FEE --------------------------------------------------------------------- ===================================================================== TRANSACTION VALUATION* AMOUNT OF FILING FEE --------------------------------------------------------------------- $205,921,425 $41,184.29 ===================================================================== * Estimated for purposes of calculating the amount of filing fee only. The amount assumes the purchase of 13,728,095 shares of common stock, par value $.10 per share (the "Shares"), at a price per Share of $15.00 in cash. Such number of Shares represents the sum of (i) all of the Shares outstanding as of January 31, 2000, (ii) all Shares issuable upon exercise of outstanding warrants to purchase Shares and (iii) all Shares issuable upon exercise of outstanding options to purchase Shares that could be exercised on or prior to the expiration of the tender offer described in this Tender Offer Statement on Schedule TO. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $41,184.29 Form or Registration No.: Schedule TO, Amendment No. 1 to Schedule TO Filing Party: AT&T Corp. Date Filed: February 22, 2000 (Schedule TO), March 3, 2000 (Amendment No. 1) [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [X] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] Page 1 of 4 Pages This Amendment No. 4 (this "Amendment"), the final amendment, amends and supplements the Tender Offer Statement on Schedule TO filed by AT&T Corp., a New York corporation ("AT&T"), and LMN Corporation, a Delaware corporation and a wholly owned subsidiary of AT&T ("Purchaser"), on February 22, 2000, as amended by Amendment No. 1 filed by AT&T and Purchaser on March 3, 2000, Amendment No. 2 filed by AT&T and Purchaser on March 13, 2000, and Amendment No. 3 filed by AT&T and Purchaser on March 22, 2000 (as amended, the "Schedule TO"), relating to the offer (the "Offer") by Purchaser to purchase all outstanding shares of Common Stock, par value $0.10 per share (the "Shares"), of GRC International, Inc., a Delaware corporation ("GRC"), at a purchase price of $15.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase (as amended by the amendments to the Schedule TO) and in the related Letter of Transmittal. This Amendment also amends and supplements the Statement on Schedule 13D with respect to GRC filed by AT&T and Purchaser with the Securities and Exchange Commission on February 24, 2000. ITEMS 1 THROUGH 9 AND 11. - ------------------------ Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented by adding thereto the following: The Offer expired at 5:00 p.m., Eastern time, on Monday, March 27, 2000. Pursuant to the Offer, based upon a report from the Depositary for the Offer, the Purchaser accepted for payment 12,019,148 Shares, representing approximately 96% of the outstanding Shares (including 563,161 Shares tendered pursuant to guaranteed delivery). On March 28, 2000, AT&T issued a press release announcing the closing of the tender offer and that it expects to complete the merger of Purchaser into GRC shortly. The full text of AT&T's March 28, 2000 press release is attached as Exhibit (a)(12) hereto and incorporated herein by reference. ITEM 12. EXHIBITS - ------- Item 12 of the Schedule TO is hereby amended by adding thereto the following: (a)(12) Text of Press Release issued by AT&T on March 28, 2000. 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: March 28, 2000 LMN CORPORATION By /s/ Mary Jane McKeever ----------------------------------- Name: Mary Jane McKeever Title: President AT&T CORP. By /s/ Mary Jane McKeever ----------------------------------- Name: Mary Jane McKeever Title: Vice President Page 3 of 4 Pages EXHIBIT INDEX (a)(12) Text of press release issued by AT&T Corp. on March 28, 2000. Page 4 of 4 Pages EX-99 2 PRESS RELEASE Exhibit (a)(12) [AT&T Corp. Logo] NEWS RELEASE - ------------------------------------------------------------------------------ For Further Information: David Caouette 908-221-6382 caouette@att.com AT&T COMPLETES TENDER OFFER FOR GRC INTERNATIONAL For Immediate Release: Tuesday, March 28, 2000 - ----------------------------------------------- New York -- AT&T today announced that it had successfully completed its $15.00 per share cash tender offer for all outstanding shares of GRC International, Inc. common stock. The tender offer expired at 5:00 p.m., Eastern time, on March 27, 2000. Approximately 12,019,000 GRC International shares, representing about 96 percent of the outstanding shares, had been validly tendered and not withdrawn prior to the expiration of the offer (including approximately 563,000 shares that are guaranteed to be delivered). AT&T expects to complete the merger of GRC International with a wholly owned subsidiary of AT&T within the next few days in accordance with Delaware's short-form merger provisions. As a result of the merger, each remaining outstanding share of GRC International will be converted, subject to appraisal rights, into the right to receive the same $15.00 per share in cash, without interest. #### -----END PRIVACY-ENHANCED MESSAGE-----