<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 13, 2000
REGISTRATION NUMBER 333-81051
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------
GENERAL DYNAMICS CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 3731 13-1673581
(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>
<S> <C> <C>
CHARLES J. MCCARTHY, ESQ. STEPHEN FRAIDIN, P.C. ANDREW R. KELLER, ESQ.
JENNER & BLOCK AVIVA DIAMANT, ESQ. SIMPSON THACHER & BARTLETT
ONE IBM PLAZA FRIED, FRANK, HARRIS, SHRIVER & JACOBSON 425 LEXINGTON AVENUE
CHICAGO, IL 60611 ONE NEW YORK PLAZA NEW YORK, NEW YORK 10017
(312) 222-9350 NEW YORK, NEW YORK 10004 (212) 455-2000
(212) 859-8000
</TABLE>
------------------------
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.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO
BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED.
Subject To Completion. Dated September 13, 2000.
15,049,432 Shares
GENERAL DYNAMICS CORPORATION
Common Stock
------------------------
All of the shares of common stock in the offering are being sold by the
selling stockholders identified in this prospectus. General Dynamics will not
receive any of the proceeds from the sale of the shares.
The common stock is listed on the New York Stock Exchange under the symbol
"GD". The last reported sale price of the common stock on September 12, 2000 was
$64.38 per share.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------
<TABLE>
<CAPTION>
Per Share Total
--------- -----
<S> <C> <C>
Initial price to public..................................... $ $
Underwriting discount....................................... $ $
Proceeds, before expenses, to the selling stockholders...... $ $
</TABLE>
To the extent that the underwriters sell more than 15,049,432 shares of
common stock, the underwriters have the option to purchase up to an additional
1,504,943 shares from the selling stockholders at the initial price to public
less the underwriting discount.
------------------------
The underwriters expect to deliver the shares against payment in New York,
New York on , 2000.
GOLDMAN, SACHS & CO. MERRILL LYNCH & CO.
------------------------
Prospectus dated , 2000.
<PAGE> 3
GENERAL DYNAMICS
Our primary businesses focus on business aviation, information systems,
shipbuilding, marine systems, and land and amphibious combat systems. Each of
these businesses involves design, manufacturing and program management
expertise, advanced technology, strong governmental relationships and a complex
systems integration capability. The primary customers for the company's
businesses are a diverse base of corporate and industrial buyers, the United
States military, the armed forces of allied nations and other governmental
organizations.
We operate in four primary business groups: Aerospace, Information Systems
and Technology, Marine Systems and Combat Systems.
Gulfstream Aerospace is the leading designer, developer, manufacturer and
marketer of technologically advanced intercontinental business jet aircraft.
Gulfstream has produced approximately 1,160 aircraft for customers around the
world since 1958 and offers a full range of aircraft products and services,
including the Gulfstream IV-SP and the ultra-long range Gulfstream V.
The Information Systems and Technology group provides telecommunications
and data management services, such as C(4)ISR systems for sea, air and land
defense. It has established a global presence in specialized data acquisition
and processing, creating products for use on the ocean floor and in outer space,
in advanced electronics for aircraft of all kinds, and in the total battlespace
information management systems that are key to military superiority in the 21st
century. It also provides telecommunications solutions and data management
services for the commercial market.
Marine Systems has experience in shipbuilding, fleet management and repair;
it has the broadest range of integration, design, engineering and production
skills in naval shipbuilding. Marine Systems is the U.S. Navy's leading supplier
of combat vessels, including nuclear submarines, surface combatants and
auxiliary ships. The group also manages ready-reserve and prepositioning ships
and builds commercial vessels.
Combat Systems is a leading supplier of land and amphibious combat system
development, production and support. Its product line includes a full spectrum
of armored vehicles, light wheeled reconnaissance vehicles, suspensions,
engines, transmissions, guns and ammunition handling systems, turrets and turret
drive systems, and reactive armor and ordnance.
We also own coal mining and aggregates operations in the Midwest, and a
leasing operation for liquefied natural gas tankers.
We have been growing our business through both internal and external means,
including profitable organic growth from all operating units; continuous process
improvements in operations; and disciplined capital deployment, including
internal investment and accretive acquisitions. In all of our acquisitions, both
defense and commercial, we seek to apply our broad expertise in creating
efficient manufacturing operations to further enhance financial performance and
competitive market positions. In identifying acquisitions, management has
primarily focused on defense and employed the following strategy:
- aggressively pursue targets directly related to our core business, and
- opportunistically consider acquisitions related to core competencies.
Our core competencies include the computerized design and production of
complex products involving advanced electro-mechanical, electronic and aerospace
systems; the integration of information and technology systems, including
secured communications, data processing and data management systems; the
marketing of advanced products and systems to domestic and international
customers, including government agencies; and the production and assembly of
high precision products.
3
<PAGE> 4
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. The selling stockholders are former stockholders of
Gulfstream and acquired their shares of our common stock in the merger of one of
our wholly owned subsidiaries with Gulfstream in July 1999.
The following table sets forth the number of shares of our common stock
beneficially owned by each selling stockholder as of September 11, 2000 and the
number of shares being offered.
<TABLE>
<CAPTION>
NUMBER OF SHARES
SHARES BENEFICIALLY BENEFICIALLY
OWNED NUMBER OF SHARES OWNED AFTER THE PERCENTAGE AFTER
BEFORE THE OFFERING BEING OFFERED OFFERING(2) THE OFFERING
----------------------- ---------------- ---------------- ----------------
NAME NUMBER PERCENT(1)
---- ------ ----------
<S> <C> <C> <C> <C> <C>
Forstmann Little & Co.
Subordinated Debt and
Equity Management Buyout
Partnership-IV, L.P. ...... 10,265,915 5.2% 9,332,650 933,265 *
Gulfstream Partners, L.P. ... 2,674,325 1.3% 2,431,205 243,120 *
Gulfstream Partners II,
L.P. ...................... 3,614,135 1.8% 3,285,577 328,558 *
</TABLE>
---------------
* Less than one percent.
(1) Based on 198,752,170 shares outstanding as of August 31, 2000.
(2) If the underwriters exercise their option to purchase an additional
1,504,943 shares, none of the selling stockholders after the offering will
own any shares.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This prospectus, which includes documents incorporated in this prospectus,
contains forward-looking statements about our financial condition, results of
operations, plans, objectives, future performance and business. It also includes
statements using words like "believes," "expects," "intends," "anticipates" or
"estimates" or similar expressions.
These forward-looking statements involve risks and uncertainties. Actual
results may differ materially from those predicted by the forward-looking
statements because of various factors and possible events, including the
following:
- the defense procurement budgets of the United States and its allies are
reduced or priorities changed;
- future defense procurement programs are delayed or reduced in scope or
contracts relating to these programs are awarded to competing companies;
- government contracts are terminated due to unilateral government action;
- customer demand or preference for business aircraft adversely change;
- our expectations with respect to our customers' exercise of business
aircraft options adversely change;
4
<PAGE> 5
- there occur catastrophic events with respect to our business aircraft and
they are determined to be related to the aircraft manufacturer;
- the outcome of legal and/or regulatory proceedings or of labor
negotiations is unfavorable;
- we encounter significant performance issues with key suppliers and
subcontractors;
- we are unsuccessful in the execution of internal performance plans;
- there are adverse changes in general economic or political conditions;
- competition increases in our industry or markets; and
- costs or difficulties related to the integration of businesses we have
recently acquired or may acquire in the future are greater than expected.
There is also the risk that we incorrectly analyze these risks and forces,
or that the strategies we develop to address them are unsuccessful.
Because these forward-looking statements involve risks and uncertainties,
actual results may differ significantly from those predicted in these
forward-looking statements. You should not place a lot of weight on these
statements. These statements speak only as of the date of this prospectus or, in
the case of any document incorporated by reference, the date of that document.
All subsequent written and oral forward-looking statements attributable to us or
any person acting on our behalf are qualified by the cautionary statements in
this section. We have no obligation to revise these forward-looking statements.
5
<PAGE> 6
UNDERWRITING
The selling stockholders and the underwriters for the offering named below
have entered into an underwriting agreement with respect to the shares being
offered. Subject to certain conditions, each underwriter has severally agreed to
purchase the number of shares indicated in the following table. Goldman, Sachs &
Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are the
representatives of the underwriters.
<TABLE>
<CAPTION>
Underwriters Number of Shares
------------ ----------------
<S> <C>
Goldman, Sachs & Co.........................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................
----------
Total............................................. 15,049,432
==========
</TABLE>
If the underwriters sell more shares than the total number set forth in the
table above, the underwriters have an option to buy up to an additional
1,504,943 shares from the selling stockholders to cover these sales. They may
exercise that option for 30 days. If any shares are purchased pursuant to this
option, the underwriters will severally purchase shares in approximately the
same proportion as set forth in the table above.
The following table shows the per share and total underwriting discounts
and commissions to be paid to the underwriters by the selling stockholders.
These amounts are shown assuming both no exercise and full exercise of the
underwriters' option to purchase 1,504,943 additional shares.
Paid by the Selling Stockholders
--------------------------------
<TABLE>
<CAPTION>
No Exercise Full Exercise
----------- -------------
<S> <C> <C>
Per Share.................................................. $ $
Total...................................................... $ $
</TABLE>
Shares sold by the underwriters to the public will initially be offered at
the initial price to public set forth on the cover of this prospectus. Any
shares sold by the underwriters to securities dealers may be sold at a discount
of up to $ per share from the initial price to public. Any such securities
dealers may resell any shares purchased from the underwriters to certain other
brokers or dealers at a discount of up to $ per share from the initial price
to public. If all the shares are not sold at the initial price to public, the
representatives may change the offering price and the other selling terms.
General Dynamics, its executive officers and directors have agreed with the
underwriters not to dispose of or hedge any shares of General Dynamics' common
stock or securities convertible into or exchangeable for shares of common stock
owned directly by them or with respect to which they are deemed to be beneficial
owners during the period from the date of this prospectus continuing through the
date 90 days after the date of this prospectus, except with the prior written
consent of Goldman, Sachs & Co. This agreement does not apply to the issuance of
securities pursuant to any of our existing benefit plans.
In connection with the offering, the underwriters may purchase and sell
shares of common stock in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in the offering. "Covered"
short sales are sales made in an amount not greater than the underwriters'
option to purchase additional shares from the selling stockholders in the
offering. The underwriters may close out any covered short position by either
exercising their option to purchase additional shares or purchasing shares in
the open market. In determining the source of shares to close out
6
<PAGE> 7
the covered short position, the underwriters will consider, among other things,
the price of shares available for purchase in the open market as compared to the
price at which they may purchase shares through the overallotment option.
"Naked" short sales are any sales in excess of such option. The underwriters
must close out any naked short position by purchasing shares in the open market.
A naked short position is more likely to be created if the underwriters are
concerned that there may be downward pressure on the price of the common stock
in the open market after pricing that could adversely affect investors who
purchase in the offering. Stabilizing transactions consist of various bids for
or purchases of common stock made by the underwriters in the open market prior
to the completion of the offering.
The underwriters may also impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased shares sold
by or for the account of such underwriter in stabilizing or short covering
transactions.
Purchases to cover a short position and stabilizing transactions may have
the effect of preventing or retarding a decline in the market price of General
Dynamics' stock, and together with the imposition of the penalty bid, may
stabilize, maintain or otherwise affect the market price of the common stock. As
a result, the price of the common stock may be higher than the price that
otherwise might exist in the open market. If these activities are commenced,
they may be discontinued at any time. These transactions may be effected on the
NYSE, in the over-the-counter market or otherwise.
The selling stockholders estimate that their share of the total expenses of
the offering, excluding underwriting discounts and commissions, will be
approximately $10,000.
General Dynamics and the selling stockholders have each agreed to indemnify
the several underwriters against certain liabilities, including liabilities
under the Securities Act of 1933.
LEGAL MATTERS
The validity of the common stock being offered by this prospectus is being
passed upon for General Dynamics by Jenner & Block, Chicago, Illinois. Certain
legal matters will be passed upon for the underwriters by Simpson Thacher &
Bartlett, New York, New York.
EXPERTS
The December 31, 1999 consolidated financial statements of General
Dynamics, incorporated by reference in this prospectus, 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
prospectus in reliance upon the authority of Arthur Andersen LLP as experts in
accounting and auditing giving said reports.
Arthur Andersen LLP did not audit the financial statements of Gulfstream
Aerospace Corporation for the years ended December 31, 1998 and 1997 which are
included in the consolidated financial statements of General Dynamics. These
financial statements of Gulfstream Aerospace Corporation were audited by
Deloitte & Touche LLP whose report has been furnished to Arthur Andersen LLP for
1998 and 1997. Insofar as the December 31, 1998 and 1997 consolidated financial
statements of General Dynamics relate to amounts included for Gulfstream
Aerospace Corporation, the opinion of Arthur Andersen LLP is based solely on the
report of Deloitte & Touche LLP, which report is included as an exhibit to
General Dynamics' Form 10-K for the fiscal year ended December 31, 1999 and
incorporated by reference in this prospectus in reliance upon the authority of
Deloitte & Touche LLP as experts in accounting and auditing.
7
<PAGE> 8
WHERE YOU CAN FIND MORE INFORMATION
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>
<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
prospectus. 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 prospectus, except
for any information that is superseded by information that is included directly
in this prospectus.
This prospectus incorporates by reference the General Dynamics documents
listed below (and any amendments thereto) that we have previously filed with the
SEC. They contain important information about us and our financial condition.
The section captioned "Description of General Dynamics Capital Stock"
contained on page 66 of the Joint Proxy/Prospectus in General Dynamics
Corporation's Registration Statement on Form S-4 (No. 333-80213).
Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
Annual Report on Form 10-K/A for the fiscal year ended December 31, 1999.
Quarterly Report on Form 10-Q for the quarter ended April 2, 2000.
Quarterly Report on Form 10-Q for the quarter ended July 2, 2000.
In addition, we incorporate by reference any filings we make under Section
13(a), 13(c), 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.
8
<PAGE> 9
You can obtain any of the documents incorporated by reference in this
prospectus 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 prospectus. 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.
9
<PAGE> 10
(This page intentionally left blank)
<PAGE> 11
------------------------------------------------------
------------------------------------------------------
No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the shares offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so. The information contained in
this prospectus is current only as of its date.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
General Dynamics.................... 3
Use of Proceeds..................... 4
Selling Stockholders................ 4
Cautionary Statement Regarding
Forward-Looking Information....... 4
Underwriting........................ 6
Legal Matters....................... 7
Experts............................. 7
Where You Can Find More
Information....................... 8
</TABLE>
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
15,049,432 Shares
GENERAL DYNAMICS CORPORATION
Common Stock
------------------------
PROSPECTUS
------------------------
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
Representatives of the Underwriters
------------------------------------------------------
------------------------------------------------------
<PAGE> 12
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.
<TABLE>
<S> <C>
SEC registration fee........................................ $293,100
NASD filing fee............................................. $30,500
Printing fees and expenses.................................. $25,000
Legal fees and expenses..................................... $50,000
Miscellaneous fees.......................................... $75,000
--------
Total............................................. $473,600*
========
</TABLE>
---------------
* Except for the SEC registration fee and the NASD filing fee, all the foregoing
expenses have been estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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.
II-1
<PAGE> 13
ITEM 16. EXHIBITS.
(a) Exhibits. The following is a list of exhibits filed as part of this
registration statement.
<TABLE>
<C> <S>
5.1 Opinion of Jenner & Block, counsel to General Dynamics
Corporation, regarding the legality of the shares being
offered (incorporated herein by reference to Exhibit 5.1 to
General Dynamics Corporation's registration statement on
Form S-4 (No. 333-80213))
23.1 Consent of Jenner & Block*
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (incorporated herein by reference to
Exhibit 24.1 to General Dynamics Corporation's registration
statement on Form S-4 (No. 333-80213))
</TABLE>
---------------
* Filed with Amendment No. 1.
ITEM 17. UNDERTAKINGS.
(a) 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.
(b) 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.
(c) 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.
II-2
<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 12th
day of September, 2000.
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/ MICHAEL J. MANCUSO Senior Vice President and Chief Financial
----------------------------------------------------- Officer
Michael J. Mancuso (Principal Financial Officer)
/s/ JOHN W. SCHWARTZ Vice President and Controller
----------------------------------------------------- (Principal Accounting Officer)
John W. Schwartz
* Director
-----------------------------------------------------
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
-----------------------------------------------------
Carlisle A.H. Trost
</TABLE>
---------------
* 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
II-3
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
5.1 Opinion of Jenner & Block, counsel to General Dynamics
Corporation, regarding the legality of the shares being
offered (incorporated herein by reference to Exhibit 5.1 to
General Dynamics Corporation's registration statement on
Form S-4 (No. 333-80213))
23.1 Consent of Jenner & Block*
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (incorporated herein by reference to
Exhibit 24.1 to General Dynamics Corporation's registration
statement on Form S-4 (No. 333-80213)
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* Filed with Amendment No. 1.
II-4
