Martin pushes GrummanMartin Marietta Corp. has charged...

BUSINESS DIGEST

March 24, 1994

Martin pushes Grumman

Martin Marietta Corp. has charged that Grumman Corp. would breach the companies' merger agreement if it fails to enforce the "standstill" provisions of an earlier pact with hostile bidder Northrop Corp., according to documents filed with the Securities and Exchange Commission yesterday.

Earlier this month, Martin Marietta agreed to buy Grumman for $55 a share. Northrop, which had negotiated earlier to acquire Grumman, bested the offer three days later with a hostile bid of $60 a share.

During its negotiations with Grumman, Northrop signed a confidentiality agreement that prohibited it from making an unsolicited offer for Grumman before 1996.

"If Grumman were not to enforce the confidentiality agreement with Northrop, such failure will constitute a breach" of Grumman's merger agreement with Martin Marietta, said Martin Marietta Chairman Norman R. Augustine in a March 21 letter to Grumman.

Novell holders uncomfortable

Shares in Novell Inc. continued their decline yesterday as wary investors expressed discomfort with the networking giant's planned acquisition of both WordPerfect Corp. and the Quattro Pro spreadsheet business of Borland International Inc.

Some analysts suggested the merger could fall through if Novell's share price falls too low.

Novell shares closed yesterday at $19, down $1, on very heavy volume of 21.8 million shares in Nasdaq trading. Novell shares fell $3.75 on Tuesday on still heavier volume, after Monday's announcement that the company would swap 59 million shares, then worth about $1.4 billion, for privately held WordPerfect, and pay $145 million in cash for Quattro Pro.

Spectrum president steps aside

Spectrum Information Technologies Inc. said yesterday that its president, Peter Caserta, stepped aside voluntarily and is taking a leave of absence, a day after the arrests of five people connected to an investment firm he founded.

The firm, Paradigm Investments, was raided Tuesday, and the five people arrested face federal charges that the firm bilked small companies looking for capital.

Mr. Caserta's move is the latest problem to beset Spectrum, a small wireless communications technology company. Last month, John Sculley, the former Apple Computer Inc. chairman who joined Spectrum in October, resigned abruptly and charged he had been misled about the job.

Microsoft signs Japanese pact

U.S. software giant Microsoft Corp. and Nippon Telegraph and Telephone announced an agreement in principle yesterday to develop multimedia networks in Japan.

The companies will work on a software system that will help users of multimedia networks gain access to the information they require, NTT said.

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