UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE14D-9
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 2)
CSRA INC.
(Name of Subject Company)
CSRA INC.
(Name of Person Filing Statement)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
12650T104
(CUSIP Number of Class of Securities)
William J. Haynes II
Executive Vice President, General Counsel and Secretary
CSRA Inc.
3170 Fairview Park Drive
Falls Church, Virginia 22042
(703)641-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
With copies to:
Scott A. Barshay
Jeffrey D. Marell
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
(212)373-3000
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 2 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule14D-9 (as amended or supplemented from time to time, the “Statement”) originally filed with the U.S. Securities and Exchange Commission by CSRA Inc., a Nevada corporation (the “Company”), on March 5, 2018. The Statement relates to the proposed acquisition of the Company pursuant to the terms of an Agreement and Plan of Merger, dated as of February 9, 2018 (the “Merger Agreement”), by and among the Company, General Dynamics Corporation (“Parent”), a corporation organized under the laws of Delaware, and Red Hawk Enterprises Corp. (“Merger Sub”), a Nevada corporation and a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub commenced a cash tender offer (the “Offer”) on March 5, 2018 to acquire all of the outstanding shares of common stock, par value $0.001 per share, of the Company at a purchase price of $40.75 per share in cash, net of applicable withholding taxes and without interest.
Except as otherwise set forth below, the information set forth in the original Statement remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Statement.
Item 8.Additional Information.
Item 8 of the Schedule14D-9 and the disclosure under “Legal Proceedings” are hereby amended and supplemented by replacing the current disclosure in its entirety with the following paragraph:
��A purported class action complaint related to the Merger has been filed in the United States District Court for the District of Nevada on behalf of a putative class of CSRA’s public stockholders. The complaint, which was filed on March 6, 2018, is captioned:Williams v.CSRA, Inc., et al., Case No.:2:18-cv-00407. The complaint names CSRA and its directors as defendants. The complaint generally alleges that CSRA and its directors violated federal securities laws by failing to disclose material information in the Company’s March 5, 2018 Schedule14D-9 Solicitation/Recommendation Statement. The complaint seeks, among other things, injunctive relief preventing the consummation of the Offer, damages, and an award of plaintiff’s costs and attorneys’ and experts’ fees. Defendants believe that the claims respectively asserted against them are without merit.”
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.
| CSRA Inc. | ||
| By: | /s/ William J. Haynes II | |
| Name: | William J. Haynes II | |
| Title: | Executive Vice President, General Counsel and Secretary | |
Dated: March 9, 2018
