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Electric Boat Corp, et al. – ‘S-3MEF’ on 8/11/03

On:  Monday, 8/11/03, at 5:19pm ET   ·   Effective:  8/11/03   ·   Accession #:  1193125-3-33154   ·   File #s:  333-104293, 333-107854, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10

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

 8/11/03  Electric Boat Corp                S-3MEF      8/11/03    4:177K                                   RR Donnelley/FA
          Material Service Resources Co
          General Dynamics Land Systems Inc
          General Dynamics Government Systems Corp
          General Dynamics Armament Systems Inc
          General Dynamics Ordnance & Tactical Systems Inc
          American Overseas Marine Corp
          National Steel & Shipbuilding Co
          Bath Iron Works Corp
          General Dynamics Corp
          Gulfstream Aerospace Corp

Registration of Additional Securities   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3MEF      Registration of Additional Securities               HTML    134K 
 2: EX-5        Opinion of Jenner & Block, LLC                      HTML     21K 
 3: EX-23.2     Consent of Kpmg                                     HTML      8K 
 4: EX-24.1     Power of Attorney                                   HTML     10K 


S-3MEF   —   Registration of Additional Securities


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  Form S-3MEF  

As filed with the Securities and Exchange Commission on August 11, 2003

No. 333-            


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 


 

General Dynamics Corporation*

(Exact name of Registrant as specified in its charter)

 


 

Delaware   13-1673581
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

3190 Fairview Park Drive

Falls Church, VA 22042-4523

(703) 876-3000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 


 

David A. Savner, Esq.

Senior Vice President and General Counsel

3190 Fairview Park Drive

Falls Church, VA 22042-4523

(703) 876-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 


 

Copy to:

Donald E. Batterson, Esq.

Jenner & Block, LLC

One IBM Plaza

Chicago, IL 60611

 


 

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this Registration Statement becomes effective.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  x

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x No. 333-104293

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨                    

 

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

 


 

 

 

CALCULATION OF REGISTRATION FEE

 


Title of Each Class of Securities to be

Registered


  

Amount to be

Registered (1)(2)


  

Proposed Maximum

Aggregate Offering

Price (1)(2)


   

Proposed Maximum

Aggregate Offering

Price (1)(3)


  

Amount of

Registration Fee (4)


Debt Securities of General Dynamics Corporation

                      

Guarantees of Debt Securities of General Dynamics Corporation (5)

                      

Total

   $ 100,000,000    100 %   $100,000,000    $8,090

 

(1)   In no event will the aggregate initial offering price of the registered securities issued under this registration statement exceed $100,000,000. Such amount represents the principal amount of any debt securities issued at their principal amount, or, if any debt securities are issued at an original issue discount, the issue price rather than the principal amount of any debt securities issued at an original issue discount.
(2)   Not specified with respect to each class of securities being registered under this registration statement pursuant to General Instruction II.D of Form S-3.
(3)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) and exclusive of accrued interest and dividends, if any.
(4)   Pursuant to Rule 457(o), the registration fee is calculated on the maximum offering price of all securities listed, and the table does not specify information by each class about the amount to be registered.
(5)   No separate consideration will be received for any guarantees. Pursuant to Rule 457(n), no separate fee is required to be paid in respect of guarantees of the debt securities which are being registered concurrently.

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 



*TABLE OF ADDITIONAL REGISTRANTS

 

Exact name of Registrant as specified
in its charter


 

State or other jurisdiction of
incorporation or organization


 

I.R.S. Employer Identification No.


 

Address, including zip code, and
telephone number, including area
code, of Registrant’s principal
executive offices


American Overseas Marine Corporation

  Delaware   42-1273477  

116 East Howard Street

Quincy, MA 02169-8712 (617) 786-8300

 

Bath Iron Works Corporation

  Maine   39-1343528  

700 Washington Street

Bath, ME 04530

(207) 443-3311

 

Electric Boat Corporation

  Delaware   51-0369496  

75 Eastern Point Road

Groton, CT 06340-4989

(860) 433-3000

 

General Dynamics Armament and Technical Products, Inc.

  Delaware   54-1828437  

Lakeside Avenue

Burlington, VT 05401

(802) 657-6000

 

General Dynamics Government Systems Corporation

  Delaware   16-1190245  

3190 Fairview Park Drive

Falls Church, VA 22042-4523

(703) 876-3000

 

General Dynamics Land Systems Inc.

  Delaware   54-0582680  

P.O. Box 2074

Warren, MI 48090-2074

(586) 825-4000

 

General Dynamics Ordnance and Tactical Systems, Inc.

  Virginia   06-1458069  

10101 9th Street North

St. Petersburg, FL 33716

(727) 578-8100

 

Gulfstream Aerospace Corporation

  Delaware   13-3554834  

500 Gulfstream Road

Savannah, GA 31408

(912) 965-3000

 

Material Service Resources Company

  Delaware   36-3817444  

222 North LaSalle Street

Chicago, IL 60601-1090

(312) 372-3600

 

National Steel and Shipbuilding Company

  Nevada   95-2076637  

P.O. Box 85278

San Diego, CA 92186-5278

(619) 544-3400

 

 


INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (File No. 333-104293) filed by General Dynamics Corporation with the Securities and Exchange Commission (the “Commission”) on April 3, 2003, which was declared effective by the Commission on May 5, 2003, including the exhibits thereto, are incorporated by reference into this Registration Statement.

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits.

 

All exhibits filed with or incorporated by reference in Registration Statement No. 333-104293, including without limitation the Power of Attorney with respect to General Dynamics Corporation (Exhibit 24.1) and Power of Attorney with respect to the Guarantors (Exhibits 24.2 through 24.11) are incorporated by reference into, and shall be deemed part of, this Registration Statement, except the following which are filed herewith:

 

Exhibit No.

  

Description


5   

Opinion of Jenner & Block, LLC

23.1   

Consent of Jenner & Block, LLC (included in Exhibit 5)

23.2   

Consent of KPMG

24.1   

Power of Attorney with respect to General Dynamics Corporation, directors William P. Fricks and Jay L. Johnson

 

 

II-1


SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, General Dynamics Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on August 11, 2003.

 

       

GENERAL DYNAMICS CORPORATION

            By:  

/s/    DAVID A. SAVNER


               

David A. Savner

               

Senior Vice President and General Counsel

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on August 11, 2003.

 

   

Signature


  

Title


   

/s/    NICHOLAS D. CHABRAJA        


Nicholas D. Chabraja

   Chairman, Chief Executive Officer and Director
(Principal Executive Officer)
   

/s/    MICHAEL J. MANCUSO        


Michael J. Mancuso

   Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
   

/s/    JOHN W. SCHWARTZ        


John W. Schwartz

   Vice President and Controller (Principal Accounting
Officer)
   

JAMES S. CROWN*


James S. Crown

  

Director

   

LESTER CROWN*


Lester Crown

  

Director

   

WILLIAM P. FRICKS*


William P. Fricks

  

Director

   

CHARLES H. GOODMAN*


Charles H. Goodman

  

Director

   

JAY L. JOHNSON*


Jay L. Johnson

  

Director

   

GEORGE A. JOULWAN*


George A. Joulwan

  

Director

   

PAUL G. KAMINSKI*


Paul G. Kaminski

  

Director

   

CARL E. MUNDY, JR.*


Carl E. Mundy, Jr.

  

Director

*By:

 

/s/    DAVID A. SAVNER


David A. Savner

Attorney-in-Fact

    

 

 

II-2


SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, American Overseas Marine Corporation, a Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on August 11, 2003.

 

           

AMERICAN OVERSEAS MARINE CORPORATION

           

By:

 

/S/    DAVID A. SAVNER     


               

David A. Savner

               

Vice President and General Counsel

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on August 11, 2003.

 

   

Signature


  

Title


   

LELAND B. BISHOP, II*


Leland B. Bishop, II

  

President (Principal Executive Officer)

   

/s/    DAVID H. FOGG        


David H. Fogg

   Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)
   

/S/    DAVID A. SAVNER     


David A. Savner

  

Director

   

MICHAEL W. TONER*


Michael W. Toner

  

Director

*By:

 

/S/    DAVID A. SAVNER     


David A. Savner

Attorney-in-Fact

    

 

 

 

II-3


SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Bath Iron Works Corporation, one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on August 11, 2003.

 

       

BATH IRON WORKS CORPORATION

           

By:

 

/S/    JOHN F. SHIPWAY


               

John F. Shipway

               

President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on August 11, 2003.

 

   

Signature


  

Title


   

    /S/    JOHN F. SHIPWAY           


John F. Shipway

  

President and Director (Principal Executive Officer)

   

THOMAS A. BROWN*  


Thomas A. Brown

   Vice President, Finance and Administration, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)
   

NICHOLAS D. CHABRAJA*


Nicholas D. Chabraja

  

Director

   

MICHAEL J. MANCUSO*    


Michael J. Mancuso

  

Director

   

/S/    DAVID A. SAVNER


David A. Savner

  

Director

   

MICHAEL W. TONER*


Michael W. Toner

  

Director

*By:

 

/S/    DAVID A. SAVNER     


David A. Savner

Attorney-in-Fact

    

 

 

II-4


SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Electric Boat Corporation, one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on August 11, 2003.

 

       

ELECTRIC BOAT CORPORATION

           

By:

 

/S/    DAVID A. SAVNER     


               

David A. Savner

               

Vice President and Secretary

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on August 11, 2003.

 

   

Signature


  

Title


   

MICHAEL W. TONER*  


Michael W. Toner

  

President and Director (Principal Executive Officer)

   

JOHN V. LEONARD, SR.*  


John V. Leonard, Sr.

   Vice President, Finance (Principal Financial Officer and Principal Accounting Officer)
   

MICHAEL J. MANCUSO*  


Michael J. Mancuso

  

Director

   

/S/    DAVID A. SAVNER     


David A. Savner

  

Director

*By:

 

/S/    DAVID A. SAVNER     


David A. Savner

Attorney-in-Fact

    

 

 

II-5


SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, General Dynamics Armament and Technical Products, Inc., one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on August 11, 2003.

 

       

GENERAL DYNAMICS ARMAMENT AND

TECHNICAL PRODUCTS, INC.

           

By:

 

/S/    DAVID A. SAVNER


               

David A. Savner

               

Vice President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on August 11, 2003.

 

   

Signature


  

Title


   

    LINDA P. HUDSON*


Linda P. Hudson

  

President and Director (Principal Executive Officer)

   

    ROBERT SELEE*


Robert Selee

   Vice President – Finance Officer (Principal Financial Officer and Principal Accounting Officer)
   

    WILLIAM W. DAVIS*


William W. Davis

  

Director

   

    MICHAEL J. MANCUSO *


Michael J. Mancuso

  

Director

   

/S/    DAVID A. SAVNER


David A. Savner

  

Director

   

ARTHUR J. VEITCH*


Arthur J. Veitch

  

Director

*By:

 

/S/    DAVID A. SAVNER


David A. Savner

Attorney-in-Fact

    

 

 

II-6


SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, General Dynamics Government Systems Corporation, one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on August 11, 2003.

 

       

GENERAL DYNAMICS GOVERNMENT

SYSTEMS CORPORATION

           

By:

 

/S/    DAVID A. SAVNER


               

David A. Savner

               

Vice President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on August 11, 2003.

 

   

Signature


  

Title


   

    KENNETH C. DAHLBERG*


Kenneth C. Dahlberg

  

President and Director (Principal Executive Officer)

   

    MICHAEL J. MANCUSO*


Michael J. Mancuso

   Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)
   

/S/    DAVID A. SAVNER


David A. Savner

  

Director

*By:

 

/S/    DAVID A. SAVNER


David A. Savner

Attorney-in-Fact

    

 

 

II-7


SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, General Dynamics Land Systems Inc., one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on August 11, 2003.

 

       

GENERAL DYNAMICS LAND SYSTEMS INC.

           

By:

 

/S/    DAVID A. SAVNER


               

David A. Savner

               

Vice President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on August 11, 2003.

 

   

Signature


  

Title


   

CHARLES M. HALL*


Charles M. Hall

  

President and Director (Principal Executive Officer)

   

L. HUGH REDD*


L. Hugh Redd

   Vice President, Controller and Treasurer (Principal Financial Officer and Principal Accounting Officer)
   

ERNEST J. BABCOCK*


Ernest J. Babcock

  

Director

   

/S/    DAVID A. SAVNER


David A. Savner

  

Director

   

ARTHUR J. VEITCH*


Arthur J. Veitch

  

Director

*By:

 

/S/    DAVID A. SAVNER


David A. Savner

Attorney-in-Fact

    

 

 

II-8


SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, General Dynamics Ordnance and Tactical Systems, Inc., one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on August 11, 2003.

 

       

GENERAL DYNAMICS ORDNANCE

AND TACTICAL SYSTEMS, INC.

           

By:

 

/S/    DAVID A. SAVNER


               

David A. Savner

               

Vice President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on August 11, 2003.

 

   

Signature


  

Title


   

        MICHAEL S. WILSON*        


Michael S. Wilson

  

President (Principal Executive Officer)

   

/s/    DAVID H. FOGG        


David H. Fogg

   Treasurer (Principal Financial Officer and Principal Accounting Officer)
   

MICHAEL J. MANCUSO*


Michael J. Mancuso

  

Director

   

/S/    DAVID A. SAVNER


David A. Savner

  

Director

   

ARTHUR J. VEITCH*


Arthur J. Veitch

  

Director

*By:

 

/S/    DAVID A. SAVNER


David A. Savner

Attorney-in-Fact

    

 

 

II-9


SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Gulfstream Aerospace Corporation, one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on August 11, 2003.

 

       

GULFSTREAM AEROSPACE CORPORATION

           

By:

 

/S/    DAVID A. SAVNER


               

David A. Savner

               

Vice President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on August 11, 2003.

 

   

Signature


  

Title


   

NICHOLAS J. CHABRAJA*


Nicholas J. Chabraja

   Chairman and Director (Principal Executive Officer)
   

/s/    BRYAN T. MOSS


Bryan T. Moss

   President
   

DANIEL G. CLARE*


Daniel G. Clare

   Senior Vice President, Finance and Planning (Principal Financial Officer and Principal Accounting Officer)
   

MICHAEL J. MANCUSO*


Michael J. Mancuso

  

Director

   

/S/    DAVID A. SAVNER


David A. Savner

  

Director

*By:

 

 

/S/    DAVID A. SAVNER


David A. Savner

Attorney-in-Fact

    

 

 

II-10


SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Material Service Resources Company, one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on August 11, 2003.

 

       

MATERIAL SERVICE RESOURCES COMPANY

           

By:

 

/S/    DEBORAH T. FRAMARIN


               

Deborah T. Framarin

               

Vice President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on August 11, 2003.

 

   

Signature


  

Title


   

MICHAEL E. STANCZAK*    


Michael E. Stanczak

   President and Director (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)
   

LESTER CROWN*


Lester Crown

  

Director

*By:

 

/S/    DAVID A. SAVNER    


David A. Savner

Attorney-in-Fact

    

 

 

II-11


SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, National Steel and Shipbuilding Company, one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on August 11, 2003.

 

       

NATIONAL STEEL AND SHIPBUILDING

COMPANY

           

By:

 

/S/    DAVID A. SAVNER


               

David A. Savner

               

Senior Vice President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on August 11, 2003.

 

   

Signature


  

Title


   

RICHARD H. VORTMANN*


Richard H. Vortmann

  

President and Director

(Principal Executive Officer)

   

ERIC A. MURRAY*


Eric A. Murray

  

Vice President – Finance, Assistant Treasurer, and Assistant Secretary (Principal Financial Officer)

   

PETER N. BOLLENBECKER*


Peter N. Bollenbecker

  

Controller and Assistant Treasurer

(Principal Accounting Officer)

   

MICHAEL W. TONER*


Michael W. Toner

  

Director

   

/S/    DAVID A. SAVNER


David A. Savner

  

Director

*By:

 

/S/    DAVID A. SAVNER


David A. Savner

Attorney-in-Fact

    

 

 

II-12


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-3MEF’ Filing    Date    Other Filings
Filed on / Effective on:8/11/03424B5,  8-K
5/5/03
4/3/03S-3
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