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Exhibit (a)(9)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
by the Offer to Purchase, dated February 22, 2000, and the related Letter of
Transmittal (and any amendments or supplements thereto), and is being made to
all holders of Shares. Purchaser (as defined below) is not aware of any state
where the making of the Offer is prohibited by administrative or judicial action
pursuant to any valid state statute. If Purchaser becomes aware of any valid
state statute prohibiting the making of the Offer or the acceptance of the
Shares pursuant thereto, Purchaser shall make a good faith effort to comply with
such statute or seek to have such statute declared inapplicable to the Offer.
If, after such good faith effort, Purchaser cannot comply with such state
statute, the Offer will not be made to (nor will tenders be accepted from or on
behalf of) holders of Shares in such state. In any jurisdiction where the
securities, "blue sky" or other laws require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by
Lehman Brothers Inc. (the Dealer Manager) or one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
GRC INTERNATIONAL, INC.
AT
$15.00 NET PER SHARE
BY
LMN CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
AT&T CORP.
LMN Corporation, a Delaware corporation ("Purchaser") and a wholly
owned subsidiary of AT&T Corp., a New York corporation ("Parent"), hereby offers
to purchase all outstanding shares of Common Stock, par value $.10 per share
(the "Shares"), of GRC International, Inc., a Delaware corporation (the
"Company"), at 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 (the "Offer to Purchase"), and
in the related Letter of Transmittal (which, as amended or supplemented from
time to time, collectively constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME ON
MONDAY, MARCH 20, 2000, UNLESS THE OFFER IS EXTENDED.
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THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING
VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER
AT LEAST A MAJORITY OF THE TOTAL NUMBER OF OUTSTANDING SHARES ON A FULLY DILUTED
BASIS ON THE DATE OF PURCHASE (THE "MINIMUM CONDITION") AND (II) THE EXPIRATION
OR TERMINATION OF ANY APPLICABLE WAITING PERIODS UNDER THE HART-SCOTT-RODINO
ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED. THE OFFER IS ALSO SUBJECT TO THE
OTHER CONDITIONS SET FORTH IN THE OFFER TO PURCHASE. SEE SECTION 14 OF THE OFFER
TO PURCHASE.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE
OFFER, THE MERGER (AS DEFINED BELOW) AND THE MERGER AGREEMENT (AS DEFINED BELOW)
AND DETERMINED THAT THE TERMS OF EACH ARE ADVISABLE, FAIR TO, AND IN THE BEST
INTERESTS OF, THE COMPANY AND ITS STOCKHOLDERS, AND RECOMMENDS THAT THE
COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE
OFFER.
The Offer is being made pursuant to an Agreement and Plan of Merger,
dated as of February 14, 2000 (the "Merger Agreement"), among the Company,
Parent and Purchaser pursuant to which, following the consummation of the Offer
and in accordance with the Delaware General Corporation Law, and subject to the
satisfaction or waiver of certain conditions, Purchaser will be merged with and
into the Company (the "Merger"), with the Company continuing as the surviving
corporation and as a wholly owned subsidiary of Parent. At the effective time of
the Merger (the "Effective Time"), each Share issued and outstanding immediately
prior to the Effective Time (other than any Shares held by Parent, Purchaser,
any wholly owned subsidiary of Parent or Purchaser, in the treasury of the
Company or by any subsidiary of the Company, and other than Shares, if any, held
by stockholders who validly perfect their appraisal rights under Delaware law)
will be converted into the right to receive an amount in cash, without interest,
less any withholding taxes required under applicable law, equal to the price per
Share paid in the Offer. The Merger Agreement is more fully described in the
Offer to Purchase.
For purposes of the Offer, Purchaser will be deemed to have accepted
for payment, and thereby purchased, Shares validly tendered to Purchaser and not
properly withdrawn if, as and when Purchaser gives oral or written notice to the
Depositary of Purchaser's acceptance of such Shares for payment pursuant to the
Offer. In all cases, upon the terms and subject to the conditions of the Offer,
payment for Shares purchased pursuant to the Offer will be made by deposit of
the purchase price therefor with the Depositary, which will act as agent for
tendering stockholders for the purpose of receiving payment from Purchaser and
transmitting payment to validly tendering stockholders. Under no circumstances
will interest on the purchase price for Shares be paid by Purchaser, regardless
of any extension of the Offer or any delay in making such payment. In all cases,
payment for Shares accepted for payment pursuant to the Offer will be made only
after timely receipt by the Depositary of (i) certificates representing Shares
(the "Share Certificates") or timely confirmation of the book-entry transfer of
such Shares into the Depositary's account at The Depository Trust Company
("DTC") pursuant to the procedures set forth in Section 3 of the Offer to
Purchase, (ii) the Letter of Transmittal (or a facsimile thereof), delivered
with the Offer to Purchase, properly completed and duly executed, with any
required signature guarantees or an Agent's Message (as defined in the Offer to
Purchase) in connection
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with a book-entry transfer of Shares and (iii) any other documents required by
the Letter of Transmittal.
Purchaser expressly reserves the right, in its sole discretion (subject
to the terms and conditions of the Merger Agreement), at any time and from time
to time, to extend the period of time during which the Offer is open for any
reason, including the existence of any of the conditions specified in Section 14
of the Offer to Purchase, and thereby delay acceptance for payment of and
payment for any Shares, by giving oral or written notice of such extension to
the Depositary. Any such extension will be followed as promptly as practicable
by public announcement thereof, and such announcement will be made no later than
9:00 a.m., Eastern time, on the next business day after the previously scheduled
Expiration Date (as defined below). During any such extension, all Shares
previously tendered and not properly withdrawn will remain subject to the Offer,
subject to the right of a tendering stockholder to withdraw such stockholder's
Shares. The term "Expiration Date" means 12:00 midnight, Eastern time, on
Monday, March 20, 2000, unless and until Purchaser, subject to the terms of the
Merger Agreement, shall have further extended the period of time for which the
Offer is open, in which event the term "Expiration Date" shall mean the time and
date at which the Offer, as so extended by Purchaser, shall expire. Pursuant to
the Merger Agreement, Parent and Purchaser shall extend the Offer until 5:00
p.m., Eastern time, on March 27, 2000, unless another party commences a
competing tender offer for the Shares that expires before March 27, 2000, in
which case, Purchaser shall extend the Offer until 5:00 p.m., Eastern time, on
the business day prior to the day on which the competing tender offer is
initially scheduled to expire. Under the Merger Agreement, under certain
circumstances, the Company may also require Purchaser to extend the Offer, but
only until April 17, 2000, if at the scheduled Expiration Date any of the
conditions set forth in Section 14 of the Offer to Purchase (other than the
Minimum Condition) are not satisfied or waived. No subsequent offering period
will be available.
Tenders of Shares made pursuant to the Offer are irrevocable, except
that Shares tendered pursuant to the Offer may be withdrawn at any time on or
prior to the Expiration Date and, unless theretofore accepted for payment as
provided in the Offer to Purchase, may also be withdrawn at any time after April
21, 2000. In order for a withdrawal to be effective, a written 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 the Offer to Purchase. Any
such notice of withdrawal must specify the name of the person who tendered the
Shares to be withdrawn, the number of Shares to be withdrawn, and (if Share
Certificates have been tendered) the name of the registered holder of the Shares
as set forth in the Share Certificate, if different from that of the person who
tendered such Shares. If Share Certificates evidencing Shares to be withdrawn
have been delivered or otherwise identified to the Depositary, then prior to the
physical release of such certificates, unless the Shares have been tendered by
an Eligible Institution (as defined in the Offer to Purchase), the tendering
stockholder must submit the serial numbers shown on the particular certificates
evidencing the Shares to be withdrawn and the signature on the notice of
withdrawal must be guaranteed by an Eligible Institution. If Shares have been
tendered pursuant to the procedures for book-entry transfer as set forth in
Section 3 of the Offer to Purchase, any notice of withdrawal must also specify
the name and number of the account at DTC to be credited with the withdrawn
Shares and otherwise comply with DTC's procedures, in which case a notice of
withdrawal will be effective if delivered to the Depositary by any method of
delivery described in this paragraph. Withdrawals of Shares may not be
rescinded, and any Shares
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properly withdrawn will thereafter be deemed not validly tendered for purposes
of the Offer, but may be tendered at any subsequent time prior to the Expiration
Date by following any of the procedures described in Section 3 of the Offer to
Purchase. All questions as to the form and validity (including time of receipt)
of notices of withdrawal will be determined by Purchaser, in its sole
discretion, whose determination shall be final and binding.
The information required to be disclosed pursuant to Rule 14d-6(d)(1)
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended, is contained in the Offer to Purchase, and is incorporated herein by
reference.
The Company has provided Purchaser with the Company's stockholder list
and security position listings for the purpose of disseminating the Offer to
holders of Shares. The Offer to Purchase and the related Letter of Transmittal
and, if required, other relevant materials will be mailed to record holders of
Shares whose names appear on the stockholder list, and will be furnished to
brokers, dealers, commercial banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the stockholder list or who are
listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
Questions and requests for assistance may be directed to the Dealer
Manager or the Information Agent at their respective telephone numbers and
addresses listed below. Additional copies of the Offer to Purchase, the Letter
of Transmittal, the Notice of Guaranteed Delivery and other tender offer
materials may be obtained at Purchaser's expense from the Information Agent.
Neither Parent nor Purchaser will pay any fees or commissions to any broker,
dealer or other person other than the Information Agent for soliciting tenders
of Shares pursuant to the Offer.
The Information Agent for the Offer is:
[GEORGESON LOGO]
17 State Street, 10th Floor
New York, New York 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
The Dealer Manager for the Offer is:
[LEHMAN LOGO]
Three World Financial Center
200 Vesey Street
New York, New York 10285
Call Collect: (212) 526-9611 or (212) 526-2660
February 22, 2000