<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1999
REGISTRATION NUMBER 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE
THE SECURITIES ACT OF 1933
---------------------
GENERAL DYNAMICS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
DELAWARE 3731 13-1673581
<S> <C> <C>
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) NUMBER)
</TABLE>
3190 FAIRVIEW PARK DRIVE
FALLS CHURCH, VIRGINIA 22042-4523
(703) 876-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------------
DAVID A. SAVNER, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
GENERAL DYNAMICS CORPORATION
3190 FAIRVIEW PARK DRIVE
FALLS CHURCH, VIRGINIA 22042-4523
(703) 876-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
<TABLE>
<CAPTION>
<S> <C>
STEPHEN FRAIDIN, P.C.
CRAIG A. ROEDER, ESQ. AVIVA DIAMANT, ESQ.
JENNER & BLOCK FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
601 THIRTEENTH STREET, N.W. ONE NEW YORK PLAZA
WASHINGTON, D.C. 20005 NEW YORK, NEW YORK 10004
(202) 639-6000 (212) 859-8000
</TABLE>
---------------------
<PAGE> 2
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC:
As soon as possible after the filing of a report with the SEC which includes
combined financial results (including combined sales and net income) for
the Registrant for a period of at least 30 days of combined operations of the
Registrant and Gulfstream Aerospace Corporation following the closing of the
merger of a wholly-owned subsidiary of the Registrant into Gulfstream.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Proposed Proposed maximum
Title of each class of Amount to be maximum offering price aggregate Amount of
securities to be registered registered per share offering price (1) registration fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value 16,554,375 Not Applicable $1,054,315,035 $293,100
$1.00 per share
================================================================================================================
</TABLE>
(1) Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended, based on
an average of the high and low sales prices on the New York Stock Exchange of
the common stock, par value $1.00 per share, of the Registrant on June 11 ,
1999, which was $63.688 per share.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
The information in this prospectus will be amended or completed.
==============================================================================
<PAGE> 3
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SELLING STOCKHOLDERS MAY NOT SELL THESE
SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JUNE 18, 1999
16,554,375 SHARES
GENERAL DYNAMICS CORPORATION
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
THE SELLING STOCKHOLDERS ARE OFFERING
16,554,375 SHARES OF COMMON STOCK OF GENERAL DYNAMICS.
AFTER GIVING EFFECT TO THE BUSINESS COMBINATION OF GENERAL DYNAMICS AND
GULFSTREAM AEROSPACE CORPORATION, THE SHARES WOULD REPRESENT APPROXIMATELY 8.1%
OF THE TOTAL NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF MARCH 8, 1999
-------------------------
GENERAL DYNAMICS COMMON STOCK IS LISTED ON THE NEW YORK
STOCK EXCHANGE UNDER THE SYMBOL "GD." ON JUNE 17,
1999, THE REPORTED LAST SALE PRICE OF THE COMMON STOCK ON
THE NEW YORK STOCK EXCHANGE WAS $65.936 PER SHARE.
-------------------------
INVESTING IN THE COMMON STOCK INVOLVES RISKS.
SEE "RISK FACTORS" ON PAGE 1.
-------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The Selling Stockholders may sell the shares in transactions on the New
York Stock Exchange, in negotiated transactions or otherwise, at market prices
prevailing at the time of the sale or at negotiated or fixed prices. The Selling
Stockholders may sell some or all of their shares in transactions involving
broker-dealers, who may act either as agent or principal. To the extent
required, the aggregate amount of common stock being offered and the material
terms of the offering, the names of any such agents, dealers or underwriters and
any applicable commission or discount with respect to a particular offer will be
set forth in an accompanying prospectus supplement. The aggregate proceeds to
the Selling Stockholders from the sale of the common stock will be the selling
price of the common stock sold less the aggregate agents' commissions and
underwriters' discounts, if any, and other expenses of issuance and distribution
not borne by General Dynamics. See "Selling Stockholders" and "Plan of
Distribution."
<PAGE> 4
TABLE OF CONTENTS
Page
Risk Factors..................................................... 1
Where You Can Find More Information.............................. 1
Cautionary Statement Regarding Forward-Looking Information....... 2
General Dynamics................................................. 3
Principal Businesses.................................... 3
The Merger with Gulfstream.............................. 3
Use of Proceeds.................................................. 3
Selling Stockholders............................................. 3
Plan of Distribution............................................. 4
Legal Matters.................................................... 5
Experts.......................................................... 5
i
<PAGE> 5
RISK FACTORS
A description of the risk factors you should consider in connection
with this offering is contained in our joint proxy statement/prospectus on Form
S-4 filed with the SEC on June 8, 1999. YOU SHOULD CONSIDER THESE MATTERS IN
DECIDING WHETHER TO PURCHASE SHARES OF COMMON STOCK PURSUANT TO THIS OFFERING.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a joint proxy statement/prospectus on Form
S-4 that registers the issuance of our common stock in the merger of one of our
wholly-owned subsidiaries with and into Gulfstream. As a result of the merger,
Gulfstream will become one of our wholly-owned subsidiaries. Our joint proxy
statement/prospectus on Form S-4, including the attached exhibits and
schedules, contains additional relevant information about us, Gulfstream and
the merger.
In addition, we file reports, proxy statements and other information
with the SEC under the Securities Exchange Act. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. You may
read and copy this information at the following locations of the SEC:
<TABLE>
<CAPTION>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-2511
</TABLE>
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. The SEC also maintains an Internet world wide
web site that contains reports, proxy statements and other information about
issuers, including us, who file electronically with the SEC. The address of
that site is www.sec.gov. You can also inspect reports, proxy statements and
other information about us at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" information into this
document. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be a part of this document, except
for any information that is superseded by information that is included directly
in this document.
This document incorporates by reference the documents listed below that
we have previously filed with the SEC. They contain important information about
us and our financial condition. This document also incorporates by
reference certain financial statements of Gulfstream filed with the SEC.
<TABLE>
<CAPTION>
GENERAL DYNAMICS GULFSTREAM
---------------- ----------
<S> <C>
Registration Statement and Joint
Proxy/Prospectus on Form S-4 (No. 333-[
]), filed with the SEC on June 8, 1999.
Annual Report on Form 10-K for the fiscal year Annual Report on Form 10-K for the fiscal
ended December 31, 1998. year ended December 31, 1998.
Quarterly Report on Form 10-Q for the quarter Quarterly Report on Form 10-Q for the quarter
ended April 4, 1999. ended March 31, 1999.
</TABLE>
1
<PAGE> 6
Report of Unscheduled Material Events on
Form 8-K dated March 5, 1999.
Description of the common stock of General Dynamics
contained in its Registration Statement on Form
8-A dated [ ], which registers the common stock
under Section 12(b) of the Securities Exchange Act.
In addition, we incorporate by reference any filings we make under
Section 13(a), 14 or 15(d) of the Securities Exchange Act until the Selling
Stockholders sell all of the shares which are the subject of this prospectus.
You can obtain any of the documents incorporated by reference in this
document from the SEC through the SEC's web site at the address provided above
or from us. Documents incorporated by reference are available from us without
charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference as an exhibit in this document. You can
obtain these documents by requesting them in writing at the following address:
General Dynamics Corporation
3190 Fairview Park Drive
Falls Church, Virginia 20042-4523
Attention: Corporate Secretary
Telephone: (703) 876-3000
If you request any incorporated documents from us, we will mail them to
you by first class mail, or another equally prompt means, within one business
day after we receive your request.
You should rely only on the information contained in or incorporated
into this prospectus or any prospectus supplement. We have not authorized anyone
to provide you with different information. This prospectus and any prospectus
supplement is not an offer to sell common stock and is not soliciting an offer
to buy common stock in any state where the offer or sale is not permitted. You
should not assume that the information contained in or incorporated by reference
into this document is accurate as of any date other than the date of this
document or the document which is being incorporated by reference.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This document and the documents incorporated by reference into this
document contain forward-looking statements about us. For information regarding
risks associated with those forward-looking statements, please see the section
entitled "Cautionary Statement Regarding Forward-Looking Information" in our
joint proxy statement/prospectus on Form S-4 filed on June 8, 1999.
GENERAL DYNAMICS
PRINCIPAL BUSINESSES
Our primary business is supplying sophisticated defense systems to the
United States and its allies. We operate in three primary business segments. The
Marine Systems segment designs, builds and supports nuclear submarines, surface
combatants and auxiliary ships for the United States Navy, including the new
Virginia-class nuclear attack submarine and the DDG 51 Flight IIA Aegis
destroyer, and provides ship management services for the United States
government on prepositioning and ready-reserve ships. The Combat Systems segment
develops, produces and supports land and amphibious
2
<PAGE> 7
combat systems, including the United States Army's M1A2 main battle tank and
the Advanced Amphibious Assault Vehicle for the United States Marine Corps,
other armored vehicles and a broad range of power trains, turrets and gun
subsystems for the United States armed forces and international customers. It
also is a leader in the production of ammunition products. Our Information
Systems and Technology segment provides expertise in signal and information
processing, the use of commercial technologies for military applications,
battlespace information management and intelligence data acquisition and
processing within the defense and intelligence branches of the United States
government and its allies.
In 1998, after giving effect to the business combination with
Gulfstream described below, we would have had net sales of $7.4 billion and net
earnings of $589 million.
Our principal executive offices are located at 3190 Fairview Park
Drive, Falls Church, Virginia 22042-4523. Our telephone number at that address
is (703) 876-3000.
THE MERGER WITH GULFSTREAM
On May 16, 1999 we entered into an agreement providing for a business
combination with Gulfstream Aerospace Corporation. Gulfstream is recognized
worldwide as a leading designer, developer, manufacturer and marketer of
advanced long range and ultra-long range business aircraft.
In the merger of our wholly-owned subsidiary with Gulfstream, each
share of Gulfstream's common stock will be converted into the right to receive
one share of our common stock. The merger is subject to stockholder and
regulatory approval and customary closing conditions. In connection with that
agreement, we agreed to register for resale shares of our common stock which
will be issued in the merger to three investment partnerships affiliated with
Forstmann Little & Co. as well as certain directors and executive officers of
Gulfstream. This offering is being made pursuant to that agreement.
USE OF PROCEEDS
We will not receive any proceeds from the offering. The Selling
Stockholders will receive the proceeds from the offering.
SELLING STOCKHOLDERS
The Selling Stockholders are Forstmann Little & Co. Subordinated Debt
and Equity Management Buyout Partnership-IV, L.P., Gulfstream Partners, L.P.
and Gulfstream Partners II, L.P.
3
<PAGE> 8
The following table sets forth the number of shares of our common stock
beneficially owned by each Selling Stockholder as of March 8, 1999 and the
number of shares being offered, giving effect to the merger as if it had
occurred on that date.
<TABLE>
<CAPTION>
Number of shares Percentage
Shares beneficially owned Number of shares beneficially owned after the
Name before the offering being offered after the offering offering
---- ------------------- ------------- ------------------ --------
Number Percent(1)
------ ----------
<S> <C> <C> <C> <C> <C>
Forstmann Little & Co. 10,265,915 5% 10,265,915 -- -- %
Subordinated Debt and Equity
Management Buyout
Partnership-IV, L.P.
Gulfstream Partners, L.P. 2,674,325 1.3% 2,674,325 -- -- %
Gulfstream Partners II, L.P. 3,614,135 1.8% 3,614,135 -- -- %
</TABLE>
(1) Based on 127,400,863 shares outstanding as of March 8, 1999 and 76,352,389
shares issued in the merger.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell the shares being offered hereby in
transactions on the New York Stock Exchange, in negotiated transactions or
otherwise, at market prices prevailing at the time of the sale or at negotiated
or fixed prices. The Selling Stockholders may sell some or all of their shares
in transactions involving broker-dealers, who may act either as agent or
principal, and who may receive compensation in the form of discounts,
commissions or concessions from Selling Stockholders or the purchaser of shares
for whom such broker-dealers act as agent or to whom they sell as principal, or
both.
At the time a particular offer of shares of common stock is made, a
prospectus supplement will be distributed, to the extent required, which will
set forth the aggregate number of shares of common stock being offered and the
material terms of the offering, including the name or names of any underwriters,
dealers or agents, the purchase price to be paid by any underwriter or dealer
for the common stock being purchased, any discounts, commissions and other items
constituting compensation from the Selling Stockholders and any discounts,
commissions or concessions allowed or reallowed or paid to dealers, and the
proposed selling price to the public.
We have agreed to register under the Securities Act the shares of
common stock being sold by the Selling Stockholders. We will pay substantially
all of the expenses to be incurred by the Selling Stockholders in connection
with the registration statement of which this prospectus is a part (other than
any agents' commissions and underwriting discounts), estimated to be $418,100.
We will not receive any proceeds from this offering. We have agreed to indemnify
the Selling Stockholders and their agents, underwriters and dealers against
certain civil liabilities, including certain liabilities under the Securities
Act.
The Selling Stockholders and any underwriters, dealers or agents that
participate in the distribution of the common stock may be deemed to be
"underwriters" under the Securities Act, and any profit on the sale of the
common stock by them and any discounts, commissions or concessions received by
any such underwriters, dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act.
4
<PAGE> 9
LEGAL MATTERS
The validity of the common stock being offered by this prospectus is
being passed upon for General Dynamics by Jenner & Block.
EXPERTS
The December 31, 1998 consolidated financial statements of General
Dynamics, incorporated by reference in this registration statement, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated by reference in this
document in reliance upon the authority of Arthur Andersen LLP as experts in
accounting and auditing giving said reports.
The consolidated financial statements and related financial statement
schedules of Gulfstream incorporated in this registration statement by
reference to Gulfstream's 1998 Annual Report on Form 10-K have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports which
are incorporated by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting
and auditing.
5
<PAGE> 10
-------------------
GENERAL DYNAMICS CORPORATION
16,554,375 SHARES
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
-------------------
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
The following table sets forth the estimated expenses to be borne by
us, in connection with the issuance and distribution of the securities being
registered hereby.
SEC registration fee............................... $293,100
Legal fees and expenses............................ $50,000
Miscellaneous fees................................. $75,000
Total.............................................. $418,100
==========
* Except for the SEC registration fee, all the foregoing expenses have
been estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The General Dynamics certificate of incorporation provides that General
Dynamics will indemnify its current and former directors and officers from and
against all liabilities and reasonable expenses that they incur in connection
with or resulting from any claims, actions, suits or proceedings to the extent
that indemnification is not inconsistent with Delaware law. General Dynamics
also provides directors' and officers' liability insurance coverage for the acts
and omissions of its directors and officers. In order to be entitled to
indemnification under the provisions of the certificate of incorporation, a
General Dynamics director or officer must be wholly successful with respect to
the claim, action, suit or proceeding or have acted in good faith in what he or
she reasonably believed to be the best interests of General Dynamics, or with
respect to a criminal action or proceeding, must have had no reasonable cause to
believe that his or her conduct was unlawful. Prior to the final disposition of
a claim, action, suit or proceeding, General Dynamics will advance expenses
incurred by a current or former director or officer if the director or officer
provides General Dynamics with an undertaking to repay the amount advanced if he
or she is not entitled to indemnification after the final disposition.
General Dynamics' certificate of incorporation provides that a director
will not be personally liable to General Dynamics or its stockholders for
monetary damages for breach of fiduciary duty as a director except for breach of
the director's duty of loyalty to General Dynamics or its stockholders, for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, for unlawful payment of a dividend or unlawful stock
purchase or redemption under the Delaware General Corporation Law or for any
transaction from which the director derived an improper personal benefit. While
this provision provides directors with protection from awards for monetary
damages for breaches of their duty of care, it does not eliminate that duty.
ITEM 16. EXHIBITS.
(a) Exhibits. The following is a list of exhibits filed as part of this
registration statement.
2.1 Agreement and Plan of Merger dated as of May 16, 1999 among General
Dynamics Corporation, Tara Acquisition Corporation and Gulfstream
Aerospace Corporation
6
<PAGE> 12
(incorporated herein by reference to General Dynamics Corporation's
joint proxy statement/prospectus on Form S-4 (No. 333-[ ]))
4.1 Restated Certificate of Incorporation of General Dynamics Corporation
(incorporated herein by reference to General Dynamics Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31,
1998)
4.2 Amended and Restated Bylaws of General Dynamics Corporation
(incorporated herein by reference to General Dynamics Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31,
1998)
*5.1 Opinion of Jenner & Block, counsel to General Dynamics Corporation,
regarding the legality of the shares being offered (incorporated
herein by reference to General Dynamics Corporation's joint proxy
statement/prospectus on Form S-4 (No. 333-[ ]))
*23.1 Consent of Jenner & Block (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (incorporated herein by reference to General
Dynamics Corporation's joint proxy statement/prospectus on Form S-4
(No. 333-[ ]))
- -------------
* To be filed by amendment.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
7
<PAGE> 13
unless, in the case of clauses (i) and (ii) above, the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
8
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, General
Dynamics certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Falls Church, Commonwealth of Virginia on the 18th
day of June, 1999.
GENERAL DYNAMICS CORPORATION
By: /s/ NICHOLAS D. CHABRAJA
------------------------------------
Nicholas D. Chabraja
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date first above indicated:
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/s/ NICHOLAS D. CHABRAJA Chairman, Chief Executive Officer and Director
- ------------------------------- (Principal Executive Officer)
Nicholas D. Chabraja
/s/ JAMES E. TURNER, JR. President and Chief Operating Officer
- -------------------------------
James E. Turner, Jr.
/s/ MICHAEL J. MANCUSO Senior Vice President and Chief Financial Officer
- ------------------------------- (Principal Financial Officer)
Michael J. Mancuso
/s/ JOHN W. SCHWARTZ Vice President and Controller
- ------------------------------- (Principal Accounting Officer)
John W. Schwartz
*
- -------------------------------
Julius W. Becton, Jr. Director
- -------------------------------
James S. Crown Director
*
- -------------------------------
Lester Crown Director
*
- -------------------------------
Charles H. Goodman Director
- -------------------------------
George A. Joulwan Director
- -------------------------------
Paul G. Kaminski Director
*
- -------------------------------
James R. Mellor Director
*
- -------------------------------
Carl E. Mundy, Jr. Director
</TABLE>
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<PAGE> 15
- -------------------------------
Carlisle A.H. Trost Director
- -------------
* By David A. Savner pursuant to Power of Attorney executed by the
directors listed above, which power of Attorney has previously been
filed with the Securities and Exchange Commission.
/s/ DAVID A. SAVNER
- ------------------------------
David A. Savner
Secretary
10
<PAGE> 16
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
2.1 Agreement and Plan of Merger dated as of May 16, 1999 among General
Dynamics Corporation, Tara Acquisition Corporation and Gulfstream
Aerospace Corporation (incorporated herein by reference to General
Dynamics Corporation's joint proxy statement/prospectus on Form S-4
(No. 333-[ ]))
4.1 Restated Certificate of Incorporation of General Dynamics Corporation
(incorporated herein by reference to General Dynamics Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31,
1998)
4.2 Amended and Restated Bylaws of General Dynamics Corporation
(incorporated herein by reference to General Dynamics Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31,
1998)
*5.1 Opinion of Jenner & Block, counsel to General Dynamics Corporation,
regarding the legality of the shares being offered (incorporated
herein by reference to General Dynamics Corporation's joint proxy
statement/prospectus on Form S-4 (No. 333-[ ]))
*23.1 Consent of Jenner & Block (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (incorporated herein by reference to General
Dynamics Corporation's joint proxy statement/prospectus on Form S-4
(No. 333-[ ]))
- ---------------
* To be filed by amendment.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of General Dynamics
Corporation on Form 3 of our report dated March 2, 1999 incorporated by
reference in General Dynamics Corporation's Form 10-K for the year ended
December 31, 1998 and to all references to our Firm included in or made part of
this registration statement.
ARTHUR ANDERSEN LLP
Washington, D.C.
June 18, 1999
12
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration
statement of General Dynamics Corporation on Form S-3 of our reports dated
February 1, 1999 (March 1, 1999 as to Note 16), appearing in and incorporated
by reference in the Annual Report on Form 10-K of Gulfstream Aerospace
Corporation for the year ended December 31, 1998 and to the reference to us
under the heading "Experts" in the prospectus, which is part of this
registration statement.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
June 17, 1999
13
