SEC Info - Freeman Julie A, et al. - ‘SC 13D/A’ on 11/9/01 re: General Dynamics Corp

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Freeman Julie A, et al. – ‘SC 13D/A’ on 11/9/01 re: General Dynamics Corp

On: Friday, 11/9/01 · Accession #: 1161857-1-500005 · File #: 5-14326

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer

11/09/01  Freeman Julie A                   SC 13D/A               2:34K  General Dynamics Corp
          A. Steven Crown
          Barbara Manilow
          Charles H. Goodman
          Geoffrey F. Grossman
          James S. Crown
          Lester Crown
          Longview Management Group, LLC
          Rebecca Crown
          Richard C. Goodman
          Sara Star
          Susan Crown
          William H. Crown

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 24                                      25±    99K 
 2: EX-1        Joint Filing Agreement                                 2±     9K

SC 13D/A — Amendment No. 24


UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D.C. 20549                                                          
SCHEDULE 13D                                                                    
Under the Securities Exchange Act of 1934                                       
(Amendment No. 24)*                                                             
General Dynamics Corporation                                                    
(Name of Issuer)                                                                
Common Stock, $1.00 par value per share                                         
(Title of Class of Securities)                                                  
36-9550108                                                                      
(CUSIP Number)                                                                  
Gerald Ratner                                                                   
Gould & Ratner                                                                  
222 North LaSalle Street, Suite 800                                             
Chicago, IL  60601                                                              
(312)236-3003                                                                   
(Name, Address and Telephone Number of Person Authorized to Receive Notices and 
Communications)                                                                 
June 7, 2000                                                                    
(Date of Event which Requires Filing of this Statement)                         

If the filing person has previously filed a Statement on Schedule 13G to        
report the acquisition that is the subject of this Schedule 13D, and is         
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d- 
1(g), check the following box 0.                                                
NOTE:  Schedule filed in paper format shall include a signed original and       
five copies of the schedule, including all exhibits.  See Rule 240.13d-7        
for other parties to whom copies are to be sent.                                
*  The remainder of this cover page shall be filled out for a reporting         
person's initial filing on this form with respect to the subject class of       
securities, and for any subsequent amendment containing information which       
would alter disclosures provided in a prior cover page.                         
Check the following box if a fee is being paid with this statement 0.           
The information required in the remainder of this cover page shall not be       
deemed to be "filed" for the purpose of Section 18 of the Securities            
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of         
that section of the Act but shall be subject to all other provisions of         
the Act.                                                                        

CUSIP                                                                           
No.                                                                             
36-9550108                                                                      
13D                                                                             
Page                                                                            
2                                                                               
o                                                                               
f                                                                               
27                                                                              
Pages                                                                           

1                                                                               
NAME(S) OF REPORTING PERSON(S)                                                  
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                               

Longview Management Group, LLC                                                  
I.R.S. Identification No.: 36-4245844                                           
2                                                                               
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)             

(a)     0                                                                       
(b)     1                                                                       
3                                                                               
SEC USE ONLY                                                                    

4                                                                               
SOURCE OF FUNDS                                                                 

OO                                                                              
5                                                                               
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT               
TO ITEMS 2(d) OR 2(e)                                                           

0                                                                               
6                                                                               
CITIZENSHIP OR PLACE OF ORGANIZATION                                            

Delaware                                                                        
Number of                                                                       
Shares                                                                          
Beneficia                                                                       
lly Owned                                                                       
by Each                                                                         
Reporting                                                                       
Person                                                                          
With                                                                            
7                                                                               
SOLE VOTING POWER                                                               

0                                                                               

8                                                                               
SHARED VOTING POWER                                                             

16,697,023                                                                      

9                                                                               
SOLE DISPOSITIVE POWER                                                          

0                                                                               

10                                                                              
SHARE DISPOSITIVE POWER                                                         

16,697,023                                                                      
11                                                                              
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

16,697,023                                                                      
12                                                                              
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           

0                                                                               
13                                                                              
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                              

8.3%                                                                            
14                                                                              
TYPE OF REPORTING PERSON                                                        

IA                                                                              

CUSIP                                                                           
No.                                                                             
36-9550108                                                                      
13D                                                                             
Page                                                                            
3                                                                               
o                                                                               
f                                                                               
27                                                                              
Pages                                                                           

1                                                                               
NAME(S) OF REPORTING PERSON(S)                                                  
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                               

Charles H. Goodman                                                              

2                                                                               
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)             

(a)     0                                                                       
(b)     1                                                                       
3                                                                               
SEC USE ONLY                                                                    

4                                                                               
SOURCE OF FUNDS                                                                 

OO                                                                              
5                                                                               
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT               
TO ITEMS 2(d) OR 2(e)                                                           

0                                                                               
6                                                                               
CITIZENSHIP OR PLACE OF ORGANIZATION                                            

United States of America                                                        
Number of                                                                       
Shares                                                                          
Beneficia                                                                       
lly Owned                                                                       
by Each                                                                         
Reporting                                                                       
Person                                                                          
With                                                                            
7                                                                               
SOLE VOTING POWER                                                               

225                                                                             

8                                                                               
SHARED VOTING POWER                                                             

16,697,023                                                                      

9                                                                               
SOLE DISPOSITIVE POWER                                                          

225                                                                             

10                                                                              
SHARE DISPOSITIVE POWER                                                         

16,697,023                                                                      
11                                                                              
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

16,697,248                                                                      
12                                                                              
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           

0                                                                               
13                                                                              
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                              

8.3%                                                                            
14                                                                              
TYPE OF REPORTING PERSON                                                        

IN                                                                              

CUSIP                                                                           
No.                                                                             
36-9550108                                                                      
13D                                                                             
Page                                                                            
4                                                                               
o                                                                               
f                                                                               
27                                                                              
Pages                                                                           

1                                                                               
NAME(S) OF REPORTING PERSON(S)                                                  
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                               

Lester Crown                                                                    
2                                                                               
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)             

(a)     0                                                                       
(b)     1                                                                       
3                                                                               
SEC USE ONLY                                                                    

4                                                                               
SOURCE OF FUNDS                                                                 

OO                                                                              
5                                                                               
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT               
TO ITEMS 2(d) OR 2(e)                                                           

0                                                                               
6                                                                               
CITIZENSHIP OR PLACE OF ORGANIZATION                                            

United States of America                                                        
Number of                                                                       
Shares                                                                          
Beneficia                                                                       
lly Owned                                                                       
by Each                                                                         
Reporting                                                                       
Person                                                                          
With                                                                            
7                                                                               
SOLE VOTING POWER                                                               

4,069                                                                           

8                                                                               
SHARED VOTING POWER                                                             

4,423,641                                                                       

9                                                                               
SOLE DISPOSITIVE POWER                                                          

4,069                                                                           

10                                                                              
SHARE DISPOSITIVE POWER                                                         

4,423,641                                                                       
11                                                                              
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

4,427,710                                                                       
12                                                                              
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           

0                                                                               
13                                                                              
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                              

2.2%                                                                            
14                                                                              
TYPE OF REPORTING PERSON                                                        

IN                                                                              

CUSIP                                                                           
No.                                                                             
36-9550108                                                                      
13D                                                                             
Page                                                                            
5                                                                               
o                                                                               
f                                                                               
27                                                                              
Pages                                                                           

1                                                                               
NAME(S) OF REPORTING PERSON(S)                                                  
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                               

James S. Crown                                                                  
2                                                                               
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)             

(a)     0                                                                       
(b)     1                                                                       
3                                                                               
SEC USE ONLY                                                                    

4                                                                               
SOURCE OF FUNDS                                                                 

OO                                                                              
5                                                                               
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT               
TO ITEMS 2(d) OR 2(e)                                                           

0                                                                               
6                                                                               
CITIZENSHIP OR PLACE OF ORGANIZATION                                            

United States of America                                                        
Number of                                                                       
Shares                                                                          
Beneficia                                                                       
lly Owned                                                                       
by Each                                                                         
Reporting                                                                       
Person                                                                          
With                                                                            
7                                                                               
SOLE VOTING POWER                                                               

225                                                                             

8                                                                               
SHARED VOTING POWER                                                             

7,923,066                                                                       

9                                                                               
SOLE DISPOSITIVE POWER                                                          

225                                                                             

10                                                                              
SHARE DISPOSITIVE POWER                                                         

7,923,066                                                                       
11                                                                              
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

7,923,291                                                                       
12                                                                              
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           

0                                                                               
13                                                                              
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                              

3.9%                                                                            
14                                                                              
TYPE OF REPORTING PERSON                                                        

IN                                                                              

CUSIP                                                                           
No.                                                                             
36-9550108                                                                      
13D                                                                             
Page                                                                            
6                                                                               
o                                                                               
f                                                                               
27                                                                              
Pages                                                                           

1                                                                               
NAME(S) OF REPORTING PERSON(S)                                                  
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                               

A. Steven Crown                                                                 

2                                                                               
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)             

(a)     0                                                                       
(b)     1                                                                       
3                                                                               
SEC USE ONLY                                                                    

4                                                                               
SOURCE OF FUNDS                                                                 

OO                                                                              
5                                                                               
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT               
TO ITEMS 2(d) OR 2(e)                                                           

0                                                                               
6                                                                               
CITIZENSHIP OR PLACE OF ORGANIZATION                                            

United States of America                                                        
Number of                                                                       
Shares                                                                          
Beneficia                                                                       
lly Owned                                                                       
by Each                                                                         
Reporting                                                                       
Person                                                                          
With                                                                            
7                                                                               
SOLE VOTING POWER                                                               

0                                                                               

8                                                                               
SHARED VOTING POWER                                                             

7,918,274                                                                       

9                                                                               
SOLE DISPOSITIVE POWER                                                          

0                                                                               

10                                                                              
SHARE DISPOSITIVE POWER                                                         

7,918,274                                                                       
11                                                                              
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

7,918,274                                                                       
12                                                                              
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           

0                                                                               
13                                                                              
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                              

3.9%                                                                            
14                                                                              
TYPE OF REPORTING PERSON                                                        

IN                                                                              

CUSIP                                                                           
No.                                                                             
36-9550108                                                                      
13D                                                                             
Page                                                                            
7                                                                               
o                                                                               
f                                                                               
27                                                                              
Pages                                                                           

1                                                                               
NAME(S) OF REPORTING PERSON(S)                                                  
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                               

William H. Crown                                                                

2                                                                               
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)             

(a)     0                                                                       
(b)     1                                                                       
3                                                                               
SEC USE ONLY                                                                    

4                                                                               
SOURCE OF FUNDS                                                                 

OO                                                                              
5                                                                               
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT               
TO ITEMS 2(d) OR 2(e)                                                           

0                                                                               
6                                                                               
CITIZENSHIP OR PLACE OF ORGANIZATION                                            

United States of America                                                        
Number of                                                                       
Shares                                                                          
Beneficia                                                                       
lly Owned                                                                       
by Each                                                                         
Reporting                                                                       
Person                                                                          
With                                                                            
7                                                                               
SOLE VOTING POWER                                                               

0                                                                               

8                                                                               
SHARED VOTING POWER                                                             

7,918,274                                                                       

9                                                                               
SOLE DISPOSITIVE POWER                                                          

0                                                                               

10                                                                              
SHARE DISPOSITIVE POWER                                                         

7,918,274                                                                       
11                                                                              
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

7,918,274                                                                       
12                                                                              
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           

0                                                                               
13                                                                              
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                              

3.9%                                                                            
14                                                                              
TYPE OF REPORTING PERSON                                                        

IN                                                                              

CUSIP                                                                           
No.                                                                             
36-9550108                                                                      
13D                                                                             
Page                                                                            
8                                                                               
o                                                                               
f                                                                               
27                                                                              
Pages                                                                           

1                                                                               
NAME(S) OF REPORTING PERSON(S)                                                  
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                               

Richard C. Goodman                                                              

2                                                                               
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)             

(a)     0                                                                       
(b)     1                                                                       
3                                                                               
SEC USE ONLY                                                                    

4                                                                               
SOURCE OF FUNDS                                                                 

OO                                                                              
5                                                                               
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT               
TO ITEMS 2(d) OR 2(e)                                                           

0                                                                               
6                                                                               
CITIZENSHIP OR PLACE OF ORGANIZATION                                            

United States of America                                                        
Number of                                                                       
Shares                                                                          
Beneficia                                                                       
lly Owned                                                                       
by Each                                                                         
Reporting                                                                       
Person                                                                          
With                                                                            
7                                                                               
SOLE VOTING POWER                                                               

0                                                                               

8                                                                               
SHARED VOTING POWER                                                             

5,206,228                                                                       

9                                                                               
SOLE DISPOSITIVE POWER                                                          

0                                                                               

10                                                                              
SHARE DISPOSITIVE POWER                                                         

5,206,228                                                                       
11                                                                              
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

5,206,228                                                                       
12                                                                              
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           

0                                                                               
13                                                                              
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                              

2.1%                                                                            
14                                                                              
TYPE OF REPORTING PERSON                                                        

IN                                                                              

CUSIP                                                                           
No.                                                                             
36-9550108                                                                      
13D                                                                             
Page                                                                            
9                                                                               
o                                                                               
f                                                                               
27                                                                              
Pages                                                                           

1                                                                               
NAME(S) OF REPORTING PERSON(S)                                                  
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                               

Susan Crown                                                                     

2                                                                               
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)             

(a)     0                                                                       
(b)     1                                                                       
3                                                                               
SEC USE ONLY                                                                    

4                                                                               
SOURCE OF FUNDS                                                                 

OO                                                                              
5                                                                               
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT               
TO ITEMS 2(d) OR 2(e)                                                           

0                                                                               
6                                                                               
CITIZENSHIP OR PLACE OF ORGANIZATION                                            

United States of America                                                        
Number of                                                                       
Shares                                                                          
Beneficia                                                                       
lly Owned                                                                       
by Each                                                                         
Reporting                                                                       
Person                                                                          
With                                                                            
7                                                                               
SOLE VOTING POWER                                                               

0                                                                               

8                                                                               
SHARED VOTING POWER                                                             

3,950,656                                                                       

9                                                                               
SOLE DISPOSITIVE POWER                                                          

0                                                                               

10                                                                              
SHARE DISPOSITIVE POWER                                                         

3,950,656                                                                       
11                                                                              
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

3,950,656                                                                       
12                                                                              
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           

0                                                                               
13                                                                              
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                              

2.0%                                                                            
14                                                                              
TYPE OF REPORTING PERSON                                                        

IN                                                                              

CUSIP                                                                           
No.                                                                             
36-9550108                                                                      
13D                                                                             
Page                                                                            
10                                                                              
o                                                                               
f                                                                               
27                                                                              
Pages                                                                           

1                                                                               
NAME(S) OF REPORTING PERSON(S)                                                  
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                               

Rebecca Crown                                                                   

2                                                                               
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)             

(a)     0                                                                       
(b)     1                                                                       
3                                                                               
SEC USE ONLY                                                                    

4                                                                               
SOURCE OF FUNDS                                                                 

OO                                                                              
5                                                                               
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT               
TO ITEMS 2(d) OR 2(e)                                                           

0                                                                               
6                                                                               
CITIZENSHIP OR PLACE OF ORGANIZATION                                            

United States of America                                                        
Number of                                                                       
Shares                                                                          
Beneficia                                                                       
lly Owned                                                                       
by Each                                                                         
Reporting                                                                       
Person                                                                          
With                                                                            
7                                                                               
SOLE VOTING POWER                                                               

0                                                                               

8                                                                               
SHARED VOTING POWER                                                             

3,950,656                                                                       

9                                                                               
SOLE DISPOSITIVE POWER                                                          

0                                                                               

10                                                                              
SHARE DISPOSITIVE POWER                                                         

3,950,656                                                                       
11                                                                              
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

3,950,656                                                                       
12                                                                              
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           

0                                                                               
13                                                                              
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                              

2.0%                                                                            
14                                                                              
TYPE OF REPORTING PERSON                                                        

IN                                                                              

CUSIP                                                                           
No.                                                                             
36-9550108                                                                      
13D                                                                             
Page                                                                            
11                                                                              
o                                                                               
f                                                                               
27                                                                              
Pages                                                                           

1                                                                               
NAME(S) OF REPORTING PERSON(S)                                                  
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                               

Barbara Manilow                                                                 

2                                                                               
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)             

(a)     0                                                                       
(b)     1                                                                       
3                                                                               
SEC USE ONLY                                                                    

4                                                                               
SOURCE OF FUNDS                                                                 

OO                                                                              
5                                                                               
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT               
TO ITEMS 2(d) OR 2(e)                                                           

0                                                                               
6                                                                               
CITIZENSHIP OR PLACE OF ORGANIZATION                                            

United States of America                                                        
Number of                                                                       
Shares                                                                          
Beneficia                                                                       
lly Owned                                                                       
by Each                                                                         
Reporting                                                                       
Person                                                                          
With                                                                            
7                                                                               
SOLE VOTING POWER                                                               

0                                                                               

8                                                                               
SHARED VOTING POWER                                                             

3,950,656                                                                       

9                                                                               
SOLE DISPOSITIVE POWER                                                          

0                                                                               

10                                                                              
SHARE DISPOSITIVE POWER                                                         

3,950,656                                                                       
11                                                                              
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

3,950,656                                                                       
12                                                                              
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           

0                                                                               
13                                                                              
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                              

2.0%                                                                            
14                                                                              
TYPE OF REPORTING PERSON                                                        

IN                                                                              

CUSIP                                                                           
No.                                                                             
36-9550108                                                                      
13D                                                                             
Page                                                                            
12                                                                              
o                                                                               
f                                                                               
27                                                                              
Pages                                                                           

1                                                                               
NAME(S) OF REPORTING PERSON(S)                                                  
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                               

Sara Star                                                                       

2                                                                               
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)             

(a)     0                                                                       
(b)     1                                                                       
3                                                                               
SEC USE ONLY                                                                    

4                                                                               
SOURCE OF FUNDS                                                                 

OO                                                                              
5                                                                               
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT               
TO ITEMS 2(d) OR 2(e)                                                           

0                                                                               
6                                                                               
CITIZENSHIP OR PLACE OF ORGANIZATION                                            

United States of America                                                        
Number of                                                                       
Shares                                                                          
Beneficia                                                                       
lly Owned                                                                       
by Each                                                                         
Reporting                                                                       
Person                                                                          
With                                                                            
7                                                                               
SOLE VOTING POWER                                                               

0                                                                               

8                                                                               
SHARED VOTING POWER                                                             

3,950,656                                                                       

9                                                                               
SOLE DISPOSITIVE POWER                                                          

0                                                                               

10                                                                              
SHARE DISPOSITIVE POWER                                                         

3,950,656                                                                       
11                                                                              
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

3,950,656                                                                       
12                                                                              
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           

0                                                                               
13                                                                              
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                              

2.0%                                                                            
14                                                                              
TYPE OF REPORTING PERSON                                                        

IN                                                                              

CUSIP                                                                           
No.                                                                             
36-9550108                                                                      
13D                                                                             
Page                                                                            
13                                                                              
o                                                                               
f                                                                               
27                                                                              
Pages                                                                           

1                                                                               
NAME(S) OF REPORTING PERSON(S)                                                  
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                               

Geoffrey F. Grossman                                                            

2                                                                               
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)             

(a)     0                                                                       
(b)     1                                                                       
3                                                                               
SEC USE ONLY                                                                    

4                                                                               
SOURCE OF FUNDS                                                                 

OO                                                                              
5                                                                               
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT               
TO ITEMS 2(d) OR 2(e)                                                           

0                                                                               
6                                                                               
CITIZENSHIP OR PLACE OF ORGANIZATION                                            

United States of America                                                        
Number of                                                                       
Shares                                                                          
Beneficia                                                                       
lly Owned                                                                       
by Each                                                                         
Reporting                                                                       
Person                                                                          
With                                                                            
7                                                                               
SOLE VOTING POWER                                                               

0                                                                               

8                                                                               
SHARED VOTING POWER                                                             

16,697,023                                                                      

9                                                                               
SOLE DISPOSITIVE POWER                                                          

0                                                                               

10                                                                              
SHARE DISPOSITIVE POWER                                                         

16,697,023                                                                      
11                                                                              
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

16,697,023                                                                      
12                                                                              
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           

0                                                                               
13                                                                              
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                              

8.3%                                                                            
14                                                                              
TYPE OF REPORTING PERSON                                                        

IN                                                                              

The Reporting Persons (as defined below) listed on the cover page to            
this Schedule 13D hereby make the following Statement pursuant to Section       
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and the       
rules and regulations promulgated thereunder.  This Statement is an             
amendment and restatement of the Schedule 13D filed on January 2, 1970, as      
amended by Amendment No. 1, filed January 26, 1970, as amended by               
Amendment No. 2, filed February 13, 1970, as amended by Amendment No. 3,        
filed March 2, 1970, as amended by Amendment No. 4, filed April 20, 1970,       
as amended by Amendment No. 5, filed January 12, 1971, as amended by            
Amendment No. 6, filed September 25, 1974, as amended by Amendment No. 7,       
filed January 20, 1975, as amended by Amendment No. 8, filed May 19, 1975,      
as amended by Amendment No. 9, filed October 22, 1975, as amended by            
Amendment No. 10, filed November 20, 1975, as amended by Amendment No. 11,      
filed January 16, 1976, as amended by Amendment No. 12, filed June 2,           
1976, as amended by Amendment No. 13, filed November 4, 1976, as amended        
by Amendment No. 14, filed January 14, 1977, as amended by Amendment No.        
15, filed May 11, 1977, as amended by Amendment No. 16, filed September         
21, 1979, as amended by Amendment No. 17, filed June 16, 1980, as amended       
by Amendment No. 18, filed June 15, 1981, as amended by Amendment No. 19,       
filed March 7, 1984, as amended by Amendment No. 20, filed December 10,         
1986, as amended by Amendment No. 21, filed June 11, 1987, as amended by        
Amendment No. 22, filed August 26, 1992, as amended by Amendment No. 23,        
filed July 2, 1999 (the "Original Schedule 13D").                               
Unless otherwise defined herein, all capitalized terms used herein              
shall have the meanings given to them in the Statement filed as of July 2,      
1999, and all previous amendments thereto.  Except as amended hereby, the       
information set forth in such Statement remains true, complete, and             
correct.                                                                        
ITEM 2. Identity and Background                                                 
This statement is being filed on behalf of: (i) Longview Management             
Group, LLC ("Longview"), (ii) Charles H. Goodman ("Mr. C. Goodman"), (iii)      
Lester Crown ("Mr. L. Crown"), (iv) James S. Crown ("Mr. J. Crown"), (v)        
A. Steven Crown ("Mr. A. Crown"), (vi) William H. Crown ("Mr. W. Crown"),       
(vii) Richard C. Goodman ("Mr. R. Goodman"), (viii) Susan Crown ("Ms. S.        
Crown"), (ix) Rebecca Crown ("Ms. R. Crown"), (x) Barbara Manilow ("Ms.         
Manilow"), (xi) Sara Star ("Ms. Star"), and (xii) Geoffrey F. Grossman          
("Mr. Grossman" and, together with Longview, Mr. C. Goodman, Mr. L. Crown,      
Mr. J. Crown, Mr. A. Crown, Mr. W. Crown, Mr. R. Goodman, Ms. S. Crown,         
Ms. R. Crown, Ms. Manilow and Ms. Star,  the "Reporting Persons").              
The address of each Reporting Person, other than Mr. Grossman, is 222           
N. LaSalle Street, Suite 2000, Chicago, Illinois 60601.  Mr. Grossman's         
address is 111 E. Wacker Drive, Suite 2800, Chicago, Illinois 60601.            
ITEM 4. Purpose of Transaction                                                  
     Pursuant to certain Remainder Purchase and Sale Agreements dated June
6, 1985, on June 7, 2000, (i) the beneficial ownership of 2,758,216 shares      
of Common Stock by Mr. L. Crown expired; (ii) the beneficial ownership of       
3,304,000 shares of Common Stock by the Arie & Ida Crown Memorial, a            
corporation whose shares may be deemed to be beneficially owned by              
Reporting Persons (iii) - (xi), expired; and (iii) the beneficial               
ownership of 764,000 shares of Common Stock by a trust of which Mr. L.          
Crown is a co-trustee and whose shares may be deemed to be beneficially         
owned by Mr. L Crown, expired.  The beneficial ownership of such shares         
were transferred and delivered without receipt of value to a third party.       

None of the Reporting Persons or, to their knowledge, any other person          
named in Item 2 above, has any plans or proposals which relate to or would      
result in any of the events or transactions described in Item 4(a) - (j)        
of Schedule 13D.  However, Messrs. C. Goodman, L. Crown and J. Crown are        
members of the board of directors of the Issuer and, in such capacity, may      
from time to time be asked to review or consider such plans or proposals.       

ITEM 5. Interest in Securities of the Issuer                                    
(a) - (b) (i) By virtue of its management of client accounts,                   
including accounts held for the benefit of certain of the Reporting             
Persons and Reporting Person Family Entities, as of June 7, 2000, Longview      
may be deemed to beneficially own 16,697,023 shares of Common Stock,            
representing approximately 8.3% of the outstanding shares of Common Stock,      
calculated in accordance with Rule 13d-3 under the Exchange Act (based on       
200,658,744 shares of Common Stock issued and outstanding as of April 30,       
2000 as reported by the Issuer in its Quarterly Report on Form 10-Q for         
the quarter ended April 2, 2000).  Longview shares the power to vote and        
dispose of the 16,697,023 shares of Common Stock which it may be deemed to      
beneficially own.                                                               
(ii) Mr. C. Goodman may be deemed to beneficially own an aggregate of           
16,697,248 shares of Common Stock as of June 7, 2000, representing in the       
aggregate approximately 8.3% of the outstanding shares of Common Stock as       
of such date, calculated in accordance with Rule 13d-3 under the Exchange       
Act, as follows: (x) 16,697,023 shares of Common Stock by virtue of his         
status as President of Longview; and (y) 225 shares of restricted Common        
Stock beneficially owned by him through the Issuer's Director's Incentive       
Plan.  Mr. C. Goodman's wife directly owns shares of Common Stock, and is       
a general partner or limited partner of certain partnerships which own          
shares of Common Stock that are managed by Longview, all of which shares        
are reported hereunder as being beneficially owned by Longview and Mr. C.       
Goodman.  Mr. C. Goodman directly owns shares of Common Stock under an          
account that is managed by Longview and is a general partner of certain         
general partnerships that own shares of Common Stock that are managed by        
Longview.  Mr. C. Goodman shares the power to vote and dispose of the           
16,697,023 shares of Common Stock which he may be deemed to beneficially        
own by virtue of his status as President of Longview, including shares          
directly owned by him under an account that is also managed by Longview,        
and has sole power to vote and dispose of the additional 225 shares of          
Common Stock reported as beneficially owned by him hereunder. Mr. C.            
Goodman disclaims beneficial ownership of the shares of Common Stock            
reported hereunder in excess of his pecuniary interest in such shares.          
(iii) Mr. L. Crown may be deemed to beneficially own an aggregate of            
(4,427,710) shares of Common Stock as of June 7, 2000, representing in the      
aggregate approximately 2.2% of the outstanding shares of Common Stock as       
of such date, calculated in accordance with Rule 13d-3 under the Exchange       
Act, as follows: (x) 4,423,641 shares of Common Stock by virtue of his          
status as a general partner of certain general partnerships, and trustee        
of a certain trust that own shares of Common Stock that are managed by          
Longview, in addition to shares directly owned by him under an account          
that is also managed by Longview; (y) 3,844 shares of Common Stock              
beneficially owned by him through a benefit plan of the Issuer; and (z)         
225 shares of restricted Common Stock beneficially owned by him through         
the Issuer's Director's Incentive Plan.  Mr. L. Crown shares the power to       
vote and dispose of the 4,423,641 shares of Common Stock which he may be        
deemed to beneficially own by virtue of his status as a general partner of      
certain general partnerships and trustee of a certain trust that own            
shares of Common Stock that are managed by Longview, in addition to shares      
directly owned by him under an account that is also managed by Longview,        
and has sole power to vote and dispose of the additional 4069 shares of         
Common Stock reported as beneficially owned by him hereunder.  Mr. L.           
Crown disclaims beneficial ownership of the shares of Common Stock              
reported hereunder in excess of his pecuniary interest in such shares.          
(iv) Mr. J. Crown may be deemed to beneficially own an aggregate of             
7,923,291 shares of Common Stock on June 7, 2000, representing                  
approximately 3.9% of the outstanding shares of Common Stock as of such         
date, calculated in accordance with Rule 13d-3 under the Exchange Act, as       
follows: (x) 7,923,066 shares by virtue of his status as a general partner      
and officer of a corporation which is a general partner of certain              
partnerships that own shares of Common Stock that are managed by Longview,      
in addition to shares directly owned by him under an account that is also       
managed by Longview; and (y) 225 shares of restricted Common Stock              
beneficially owned by him through the Issuer's Director's Incentive Plan.       
Mr. J. Crown shares the power to vote and dispose of the 7,923,066 shares       
of Common Stock which he may be deemed to beneficially own by virtue of         
his status as a general partner and officer of a corporation which is a         
general partner of certain partnerships which own shares of Common Stock        
that are managed by Longview, in addition to shares directly owned by him       
under an account that is also managed by Longview, and has sole power to        
vote and dispose of the additional 225 shares of Common Stock reported as       
beneficially owned by him hereunder.  Mr. J. Crown disclaims beneficial         
ownership of the shares of Common Stock reported hereunder in excess of         
his pecuniary interest in such shares.                                          
(v) Mr. A. Crown may be deemed to beneficially own 7,918,274 shares             
of Common Stock on June 7, 2000, representing approximately 3.9% of the         
outstanding shares of Common Stock as of such date, calculated in               
accordance with Rule 13d-3 under the Exchange Act, by virtue of his status      
as a general partner and officer of a corporation which is a general            
partner of certain partnerships which own shares of Common Stock that are       
managed by Longview.  Mr. A. Crown shares the power to vote and dispose of      
the 7,918,274 shares of Common Stock which he may be deemed to                  
beneficially own.  Mr. A. Crown disclaims beneficial ownership of the           
shares of Common Stock reported hereunder in excess of his pecuniary            
interest in such shares.                                                        
(vi) Mr. W. Crown may be deemed to beneficially own 7,918,274 shares            
of Common Stock on June 7, 2000, representing approximately 3.9% of the         
outstanding shares of Common Stock as of such date, calculated in               
accordance with Rule 13d-3 under the Exchange Act, by virtue of his status      
as a general partner and officer of a corporation which is a general            
partner of certain partnerships which own shares of Common Stock that are       
managed by Longview.  Mr. W. Crown shares the power to vote and dispose of      
the 7,918,274 shares of Common Stock which he may be deemed to                  
beneficially own.  Mr. W. Crown disclaims beneficial ownership of the           
shares of Common Stock reported hereunder in excess of his pecuniary            
interest in such shares.                                                        
(vii) Mr. R. Goodman may be deemed to beneficially own 5,206,228                
shares of Common Stock on June 7, 2000, representing approximately 2.1% of      
the outstanding shares of Common Stock as of such date, calculated in           
accordance with Rule 13d-3 under the Exchange Act, by virtue of his status      
as a general partner and officer of a corporation which is a general            
partner of certain partnerships which own shares of Common Stock that are       
managed by Longview.  Mr. R. Goodman shares the power to vote and dispose       
of the 5,206,228 shares of Common Stock which he may be deemed to               
beneficially own.  Mr. R. Goodman disclaims beneficial ownership of the         
shares of Common Stock reported hereunder in excess of his pecuniary            
interest in such shares.                                                        
(viii) Ms. S. Crown may be deemed to beneficially own 3,950,656                 
shares of Common Stock on June 7, 2000, representing approximately 2.0% of      
the outstanding shares of Common Stock as of such date, calculated in           
accordance with Rule 13d-3 under the Exchange Act, by virtue of her status      
as a general partner of certain partnerships which own shares of Common         
Stock that are managed by Longview.  Ms. S. Crown shares the power to vote      
and dispose of the 3,950,656 shares of Common Stock which she may be            
deemed to beneficially own.  Ms. S. Crown disclaims beneficial ownership        
of the shares of Common Stock reported hereunder in excess of her               
pecuniary interest in such shares.                                              
(ix) Ms. R. Crown may be deemed to beneficially own 3,950,656 shares            
of Common Stock on June 7, 2000, representing approximately 2.0% of the         
outstanding shares of Common Stock as of such date, calculated in               
accordance with Rule 13d-3 under the Exchange Act, by virtue of her status      
as a general partner of certain partnerships which own shares of Common         
Stock that are managed by Longview.  Ms. R. Crown shares the power to vote      
and dispose of the 3,950,656 shares of Common Stock which she may be            
deemed to beneficially own.  Ms. R. Crown disclaims beneficial ownership        
of the shares of Common Stock reported hereunder in excess of her               
pecuniary interest in such shares.                                              
(x) Ms. Manilow may be deemed to beneficially own 3,950,656 shares of           
Common Stock on June 7, 2000, representing approximately 2.0% of the            
outstanding shares of Common Stock as of such date, calculated in               
accordance with Rule 13d-3 under the Exchange Act, by virtue of her status      
as a general partner of certain partnerships which own shares of Common         
Stock that are managed by Longview.  Ms. Manilow shares the power to vote       
and dispose of the 3,950,656 shares of Common Stock which she may be            
deemed to beneficially own.  Ms. Manilow disclaims beneficial ownership of      
the shares of Common Stock reported hereunder in excess of her pecuniary        
interest in such shares.                                                        
(xi) Ms. Star may be deemed to beneficially own 3,950,656 shares of             
Common Stock on June 7, 2000, representing approximately 2.0% of the            
outstanding shares of Common Stock as of such date, calculated in               
accordance with Rule 13d-3 under the Exchange Act, by virtue of her status      
as a general partner of certain partnerships which own shares of Common         
Stock that are managed by Longview.  Ms. Star shares the power to vote and      
dispose of the 3,950,656 shares of Common Stock which she may be deemed to      
beneficially own.  Ms. Star disclaims beneficial ownership of the shares        
of Common Stock reported hereunder in excess of her pecuniary interest in       
such shares.                                                                    
(xii) Mr. Grossman, not individually but solely as Trustee of The               
Edward Trust, may be deemed to beneficially own 16,697,023 shares of            
Common Stock on June 7, 2000, representing approximately 8.3% of the            
outstanding shares of Common Stock as of such date, calculated in               
accordance with Rule 13d-3 under the Exchange Act, by virtue of his status      
as Trustee of The Edward Trust, the sole equity owner of Longview.  Mr.         
Grossman, not individually but as Trustee of The Edward Trust, shares the       
power to vote and dispose of the 16,697,023 shares of Common Stock which        
he may be deemed to beneficially own.  Mr. Grossman is also trustee of          
certain other trusts which may be deemed to beneficially own and share the      
power to vote certain of the 16,697,023 shares of Common Stock which Mr.        
Grossman, not individually but solely as Trustee of The Edward Trust, may       
be deemed to beneficially own.  Mr. Grossman has no pecuniary interest in       
any of the shares he may be deemed to beneficially own.  Mr. Grossman           
disclaims beneficial ownership of all of the shares reported hereunder.         
(c)     During the past 60 days from the date of this Schedule, the only        
transactions effected by the Reporting Persons with respect to the Common       
Stock were the expiration on June 7, 2000, pursuant to Remainder Purchase       
and Sale Agreements dated June 6, 1985, of: (i) the beneficial ownership        
of 2,758,216 shares of Common Stock of Mr. L. Crown; (ii) the beneficial        
ownership of 3,304,000 shares of Common Stock of the Arie & Ida Crown           
Memorial, a corporation whose shares may be deemed to be beneficially           
owned by Reporting Persons (iii) - (xi); and (iii) the beneficial               
ownership of 764,000 shares of Common Stock of a trust of which Mr. L.          
Crown is a co-trustee and whose shares may be deemed to be beneficially         
owned by Mr. L Crown.  All such shares were withdrawn from Bank One, N.A.       
f/k/a First National Bank of Chicago, as Custodian, and delivered without       
receipt of value to a third party.  To the knowledge of the Reporting           
Persons, there were no transactions in the Common Stock effected by an          
executive officer or director or controlling person of Longview in the          
past 60 days.                                                                   
(d)     The individuals and entities to which Longview serves as an             
investment manager and investment adviser and for whose account the shares      
of Common Stock reported hereunder are held have the right to receive           
dividends from and the proceeds from the sale of the Shares reported            
hereunder.  The natural person Reporting Persons, other than Mr. Grossman,      
are general partners, limited partners and/or beneficiaries of certain          
general partnerships, limited partnerships and trusts, respectively, that       
hold shares of Common Stock for the benefit of such Reporting Persons and       
members of their immediate and extended families.  Such Reporting Persons       
do not have the power to receive dividends or sales proceeds from the           
shares of Common Stock reported hereunder, except to the extent of their        
respective interests in such general partnerships, limited partnerships         
and trust.  Mr. Grossman has no right to receive dividends from and the         
proceeds from the sale of any of the Shares reported hereunder.                 
(e)     On July 30, 1999, the Corporation issued additional shares to           
third parties pursuant to a merger transaction with Gulf Stream Aerospace       
Corporation, an entity unrelated to the Reporting Persons.  This                
transaction caused Reporting Persons (viii) - (xi) to cease being the           
beneficial owner of more than five (5%) of the Common Stock.  On January        
21, 2000, Mr. R. Goodman ceased to be a general partner of a partnership        
beneficially owning one and four tenths percent (1.4%) of the Common Stock      
and, accordingly, ceased to be the beneficial owner of more than five (5%)      
of the Common Stock.   On June 7, 2000, the Reporting Persons (iii) - (vi)      
also ceased to be the beneficial owner of more than five (5%) of the            
Common Stock pursuant to the transactions described in Item 4.                  
ITEM 7. Material to be Filed as Exhibits                                        
See Exhibit Index appearing elsewhere herein, which is incorporated             
herein by reference.                                                            

SIGNATURE                                                                       
After reasonable inquiry and to the best of my knowledge and belief,            
I certify that the information set forth in this statement is true,             
complete and correct.                                                           
LONGVIEW CAPITAL MANAGEMENT, LLC                                                
By                                                                              
:                                                                               
/s/ Charles H. Goodman                                                          

President                                                                       
CHARLES H. GOODMAN                                                              

/s/ Charles H. Goodman                                                          

LESTER CROWN                                                                    

/s/ Lester Crown                                                                

JAMES S. CROWN                                                                  

/s/ James S. Crown                                                              

A. STEVEN CROWN                                                                 

/s/ A. Steven Crown                                                             

WILLIAM H. CROWN                                                                

/s/ William H. Crown                                                            

RICHARD C. GOODMAN                                                              

/s/ Richard C. Goodman                                                          

SUSAN CROWN                                                                     

/s/ Susan Crown                                                                 

REBECCA CROWN                                                                   

/s/ Rebecca Crown                                                               

BARBARA MANILOW                                                                 

/s/ Barbara Manilow                                                             

SARA STAR                                                                       

/s/ Sara Star                                                                   

GEOFFREY F. GROSSMAN                                                            

/s/ Geoffrey F. Grossman

Dates Referenced Herein and Documents Incorporated by Reference

This ‘SC 13D/A’ Filing	Date	Other Filings

Filed on:	11/9/01
	6/7/00
	4/30/00
	4/2/00	10-Q
	1/21/00
	7/30/99	8-K
	7/2/99	SC 13D/A
	8/26/92
		List all Filings

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Filing Submission 0001161857-01-500005 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Freeman Julie A, et al. – ‘SC 13D/A’ on 11/9/01 re: General Dynamics Corp

On: Friday, 11/9/01 · Accession #: 1161857-1-500005 · File #: 5-14326

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D/A — Amendment No. 24

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents