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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 24, 2001
GENERAL DYNAMICS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-3671 13-1673581
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3190 Fairview Park Drive, Falls Church, Virginia 22042-4523
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(Address of principal executive offices) (Zip Code)
(703) 876-3000
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Registrant's telephone number, including area code
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Item 5. Other Events
Pursuant to an Agreement and Plan of Merger dated as of April 24, 2001
(the "Agreement"), among General Dynamics Corporation ("Parent"), Grail
Acquisition Corporation, a wholly owned subsidiary of Parent ("Purchaser"), and
Newport News Shipbuilding Inc. (the "Company"), a copy of which is filed
herewith as Exhibit 2.1, Purchaser will make a tender offer (the "Offer") to
purchase all of the outstanding shares of the Company common stock, par value
$0.01 per share ("Company Common Stock"), at a price of $67.50 in cash per
share. After Purchaser has consummated the Offer, Purchaser will be merged with
and into the Company (the "Merger") and the Company will continue as the
surviving corporation and as a wholly owned subsidiary of Parent. In the Merger,
stockholders of the Company will receive $67.50 in cash in exchange for each
share of Company Common Stock.
The parties intend to consummate the Offer and the Merger as soon as
practicable following the satisfaction or waiver of the conditions to closing
set forth in the Agreement. The Offer is conditioned upon, among other things,
(i) acceptance of the Offer by holders of a majority of the Company Common Stock
(on a fully diluted basis), (ii) termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act and (iii) other customary closing
conditions.
All references to the Agreement are qualified in their entirety by the
full text of the Agreement, a copy of which is attached as Exhibit 2.1 hereto
and is incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(c ) Exhibits.
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Exhibit 2.1 Agreement and Plan of Merger dated as of April 24,
2001, among General Dynamics Corporation, Grail
Acquisition Corporation and Newport News Shipbuilding Inc.
Exhibit 99.1 Press Release
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GENERAL DYNAMICS CORPORATION
by /s/ John W. Schwartz
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John W. Schwartz
Vice President and Controller
(Authorized Officer and Chief Accounting
Officer)
Dated: April 25, 2001
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