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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
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(Amendment No. 2)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
GRC International, inc.
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(Name of Subject Company)
GRC International, inc.
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(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.10 Per Share
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(Title of Class of Securities)
361922107
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(CUSIP Number of Class of Securities)
Thomas E. McCabe
Senior Vice President,
Director of Corporate Development, General Counsel
GRC International, Inc.
1900 Gallows Road
Vienna, Virginia 22182
(703) 506-5000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
This Amendment No. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 initially filed on February 14, 2000 and amended by
Amendment No. 1 filed on February 22, 2000 (as amended, the "Schedule 14D-9") of
GRC International, Inc., a Delaware corporation, which relates to the offer by
LMN Corporation, a Delaware corporation and a wholly owned subsidiary of AT&T
Corp., a New York corporation, to purchase all outstanding shares of the common
stock of GRC International, Inc., par value $0.10 per share, for a purchase
price of $15.00 per share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated February 22, 2000, and in the related Letter of Transmittal. This
Amendment No.2 is being filed on behalf of GRC International, Inc.
Item 4
The thirteenth paragraph of subsection (b)(i) of Item 4 of the Schedule
14D-9 is hereby amended by adding at the end thereof the following sentence:
No further discussions were held with the Initial Offeror because the
Initial Offeror had indicated to the Company and its financial advisor that the
proposal submitted on the morning of January 4, 2000 was its best and final
proposal both in terms of price and structure and because the Board had
committed to negotiate exclusively with AT&T on January 4, 1999.
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.
GRC International, Inc.
By: /s/ Gary L. Denman
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Name: Gary L. Denman
Title: President and Chief
Executive Officer
Dated: March 3, 2000
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