Grumman neutral to hostile bid


Grumman Corp.'s board of directors proclaimed its neutrality yesterday on Northrop Corp.'s hostile $2.04 billion takeover bid, putting the pressure on Martin Marietta Corp. to take the next move in the battle for Grumman.

Industry analysts said Grumman's filing with the Securities and Exchange Commission yesterday showed that the company was seriously considering Northrop's offer and raised the likelihood that Bethesda-based Martin Marietta would increase its $1.87 billion offer, which expires at midnight April 4.

Charles P. Manor, a spokesman for Martin Marietta, declined to comment about the possibility of a higher bid for Grumman.

But some analysts believe that Martin is readying a different sort of counterstrike. Paul H. Nisbit, president of JSA Research in Newport, R.I., says Martin is more likely to try to take over Northrop, with a solo bid or teamed with another company, than to increase its Grumman bid.

Under the team approach, Mr. Nisbit said, they would split up Northrop, with Martin Marietta keeping the defense electronics business. Grumman's stance yesterday did not come as a surprise. "They are in a legal pickle and walking a very fine line," Mr. Nisbit said.

Mr. Nisbit said that if Grumman's directors had recommended the $60-a-share Northrop offer, Grumman would have to pay Martin Marietta an estimated $58.8 million in fees and expenses.

If directors recommended Martin Marietta's $55-a-share offer, Mr. Nisbit said, they could be accused of not fulfilling their fiduciary responsibilities to Grumman shareholders.

On another front, the Federal Trade Commission ruled that there would be no antitrust violations from a Martin Marietta takeover of Grumman, Martin disclosed in a filing with the SEC.

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