ROANOKE TIMES 

                         Roanoke Times
                 Copyright (c) 1995, Landmark Communications, Inc.

DATE: TUESDAY, March 29, 1994                   TAG: 9403290175
SECTION: BUSINESS                    PAGE: C-7   EDITION: METRO 
SOURCE: Newsday
DATELINE: NEW YORK                                LENGTH: Medium

GRUMMAN SETS BIDDING RULES

Grumman Corp., which once had its heart set on a marriage to Martin Marietta Corp., said Monday it was caught in a squeeze of two competing offers and will put itself up for ``free and open'' bidding.

The move is an attempt by Grumman to bring to a conclusion the whirlwind of activity that began March 7, when the Long Island aerospace company said it had accepted a $1.9 billion offer to be acquired by Martin Marietta Corp. Martin Marietta's $55-a-share offer was topped three days later by Northrop Corp., which bid $5 more, or a total of $2.04 billion.

But while an auction would help Grumman's board finesse its legal obligation to do right by both shareholders and bidders, it wasn't clear Monday whether the two suitors would go along with Grumman's ground rules.

Grumman, a Bethpage, N.Y., aerospace company that until recently operated Grumman Emergency Products Inc. in Roanoke, set a deadline of 5 p.m. Thursday for the sealed bids, which it said would be ``irrevocable'' until 9 a.m. Monday, when its board will make a recommendation as to which bid it considers best.

Renso Caporali, Grumman's board chairman, said in a letter to the chairmen of Northrop and Martin Marietta that Grumman's board ``will accept the proposal which it determines ... is the best value ... for shareholders.''

But the actual decision as to whether Grumman will be bought by Northrop or Martin Marietta is still up to shareholders. Martin Marietta's tender offer expires Monday, Northrop's on April 8.

Caporali said Grumman was concerned about the disruption that a prolonged bidding war would have on the shareholders and employees.

Grumman stock rose 15/8 a share to 647/8 Monday, while Northrop sank 13/8 to 423/4 and Martin Marietta rose 3/4 to 46-a sign traders expected Northrop to offer more money and emerge the winner. 


 by CNB