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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [ ]
Filed by a party other than the registrant [X]
Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[X] Soliciting material pursuant to Rule 14a-12.
PRIMEX TECHNOLOGIES, INC.
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(Name of Registrant as Specified in Its Charter)
GENERAL DYNAMICS CORPORATION
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Information Concerning Participants
The senior executive officers and directors of General Dynamics Corporation may
be deemed to be participants in the solicitation of stockholders of Primex
Technologies, Inc. in connection with the proposed merger of a General Dynamics
Corporation subsidiary with Primex Technologies, Inc. Additional information
concerning the interests of such participants in the proposed transactions, if
any, will be included in a proxy statement or statements and other relevant
documents expected to be filed with the SEC by Primex Technologies, Inc.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT OR STATEMENTS WHEN AVAILABLE AND
ANY OTHER RELEVANT DOCUMENTS FILED BY PRIMEX TECHNOLOGIES, INC. WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION RELATING TO THE PROPOSED
TRANSACTIONS.
Investors will be able to obtain free copies of these documents at the SEC's
website at www.sec.gov. In addition, it is expected that documents filed with
the SEC by Primex Technologies, Inc. will be available free of charge by
contacting Primex Technologies, Inc., 10101 9th Street North, St. Petersburg,
Florida 33716-3807, Attention: George H. Pain, Vice President and General
Counsel, Tel. (727) 578-8100.
INVESTORS SHOULD READ THE PROXY STATEMENT OR STATEMENTS CAREFULLY WHEN AVAILABLE
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION CONCERNING THE PROPOSED
TRANSACTIONS.
THE FOLLOWING IS A COPY OF THE JOINT PRESS RELEASE ISSUED BY GENERAL DYNAMICS
AND PRIMEX ON NOVEMBER 9, 2000 REGARDING THE PROPOSED ACQUISITION OF PRIMEX BY
GENERAL DYNAMICS.
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NEWS RELEASE
GENERAL DYNAMICS CONTACT:
NORINE LYONS ([email protected])
703-876-3190
PRIMEX TECHNOLOGIES, INC. CONTACT:
GAIL WILSON ([email protected])
727-578-8144
November 9, 2000
GENERAL DYNAMICS TO ACQUIRE
PRIMEX TECHNOLOGIES, INC.
FALLS CHURCH, VA -- General Dynamics (NYSE:GD) and Primex Technologies, Inc.
(NASDAQ:PRMX) announced today that they have entered into a definitive agreement
for General Dynamics to acquire the outstanding shares of Primex Technologies
for a cash purchase price of $32.10 per share. In addition, General Dynamics
would assume approximately $170 million of Primex's debt. The proposed
acquisition, approved by the boards of both companies, is subject to regulatory
review as well as Primex shareholder approval. Primex closed at $31 in
yesterday's trading. Goldman Sachs is representing Primex in the transaction,
which is expected to close in the first weeks of 2001.
The acquisition will enhance General Dynamics' position as a premier provider of
combat systems to the Army and Marine Corps as they meet the evolving threats of
this century. Primex's capabilities in propulsion as well as projectile and
warhead integration are well matched to the Army's transformation vision,
including the Medium Brigade Combat Team and Future Combat System. The
acquisition would also make General Dynamics a leader in large and medium
caliber munitions and provide entree into the missile and precision guided
missile businesses -- two high-growth areas -- through Primex's subcontract
relationships. Primex is a teammate on General Dynamics' highly successful Hydra
70 rocket program, and General Dynamics is a teammate on Primex's Objective Crew
Served Weapon, a next-generation infantry weapon.
(more)
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P.2 - GENERAL DYNAMICS TO ACQUIRE PRIMEX TECHNOLOGIES, INC.
"Primex Technologies is a solid, well-run company with growing revenues and
earnings as well as strong cash flow. It has a broad array of products and a
stable customer base. Our offer reflects Primex's inherent worth, and provides
its shareholders liquidity at an attractive price," said Nicholas D. Chabraja,
General Dynamics Chairman and CEO. "This acquisition would be immediately
accretive to General Dynamics' earnings, and is consistent with our strategy to
augment our core lines of business."
Primex Technologies, Inc. CEO James G. Hascall said, "For Primex to grow and
thrive, it needs to be part of a larger organization with strong financial
resources and broader market reach. As a wholly owned subsidiary of General
Dynamics, Primex will be better positioned to achieve its potential. We believe
this acquisition is in the best interests of our shareholders, our customers,
and our employees."
Primex Technologies, Inc., headquartered in St. Petersburg, Florida, provides a
variety of munitions, propellants, satellite propulsion systems and electronics
products to the U.S. government and its allies, as well as domestic and
international industrial customers. The company has 2,850 employees.
Primex's 2000 revenues are estimated at $530 million, with net income estimated
at $24 million. More information about Primex is available at
www.primextech.com.
General Dynamics, headquartered in Falls Church, Virginia, employs approximately
44,000 people and has annualized sales of approximately $10 billion. The company
has leading market positions in business aviation, information systems,
shipbuilding and marine systems, and combat systems. More information about the
company is available at www.generaldynamics.com.
WEBCAST INFORMATION: General Dynamics will webcast its investor and media
conference call, scheduled for 9 AM Eastern time on Thursday, November 9, 2000.
Those accessing the webcast will be able to listen to management's discussion of
the planned acquisition, as well as the question and answer session with
investors. The webcast will be a listen-only audio broadcast, available at
www.generaldynamics.com. A Real Audio player is required to access the webcast;
information about downloading this player is available on the company's website.
An on-demand replay of the webcast will be available beginning at 10:30 a.m. on
Nov. 9, and will continue for seven days.
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