0000040533-95-000006.txt : 19950818 0000040533-95-000006.hdr.sgml : 19950818 ACCESSION NUMBER: 0000040533-95-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950817 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950817 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL DYNAMICS CORP CENTRAL INDEX KEY: 0000040533 STANDARD INDUSTRIAL CLASSIFICATION: SHIP & BOAT BUILDING & REPAIRING [3730] IRS NUMBER: 131673581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03671 FILM NUMBER: 95564798 BUSINESS ADDRESS: STREET 1: 3190 FAIRVIEW PARK DRIVE CITY: FALLS CHURCH STATE: VA ZIP: 22042 BUSINESS PHONE: 7038763375 MAIL ADDRESS: STREET 1: 3190 FAIRVIEW PARK DR CITY: FALLS CHURCH STATE: VA ZIP: 22042 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) 17 August 1995 General Dynamics Corporation (Exact name of registrant as specified in charter) Delaware 1-3671 13-1673581 (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 3190 Fairview Park Drive, Falls Church, Virginia 22042-4523 (Address of Principal Executive Offices) (Zip Code) (703) 876-3000 Registrant's telephone number, including area code INFORMATION TO BE INCLUDED IN REPORT Item 5. Other Events On August 17, 1995, the company reached an agreement to acquire all of the issued and outstanding shares of Bath Iron Works Corporation for a purchase price of $300,000,000 in cash. The press release issued in this regard is attached as Exhibit 99. Item 7. Financial Statements and Exhibits (c) Exhibits. 99 - Press Release SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GENERAL DYNAMICS CORPORATION (Registrant) By /s/ John W. Schwartz John W. Schwartz Staff Vice President and Controller (Principal Accounting Officer) Dated August 17, 1995 EX-99 2 CONTACT: Norine Lyons FOR IMMEDIATE RELEASE (703) 876-3190 August 17, 1995 GENERAL DYNAMICS TO BUY BATH IRON WORKS FALLS CHURCH, Va. -- General Dynamics Corporation [NYSE:GD] today announced that it has entered into a definitive agreement to buy Bath Iron Works, a privately owned shipyard in Bath, Maine, for $300 million in cash. The transaction has been approved by the boards of directors of both companies, and is subject to normal regulatory clearances. General Dynamics will not assume any debt in the transaction, which is expected to close within a month. Founded in 1884, Bath Iron Works is the U.S. Navy's premier builder of surface combatant ships, and has served as the lead shipyard for 10 of the 20 classes of surface combatants built for the Navy since World War II. Its 1995 revenues are estimated to be approximately $830 million, and its total backlog is approximately $2 billion. The total backlog includes contracts for the delivery of 11 DDG 51 destroyers through 2000. Navy plans call for the delivery of an additional 25 destroyers through 2010; it is expected that these will be allocated between Bath Iron Works and its principal competitor. General Dynamics Chairman and CEO James R. Mellor said, "This acquisition benefits both companies and their customers, and it clearly enhances value for General Dynamics' shareholders, as well. We provide Bath Iron Works a solid commitment to defense, a long tradition of shipbuilding experience, and the financial strength to invest in and modernize their facility. Bath brings us leadership in their market, a skilled management team and work force, and an impressive and sustainable backlog. In addition, they share our commitment to ensuring affordable products for the U.S. Navy." Bath Iron Works President and CEO Duane D. Fitzgerald said, "I'm very pleased that Bath is joining General Dynamics. Together we have over two hundred years of naval shipbuilding leadership. Equally important, General Dynamics provides a solid financial foundation to enhance Bath Iron Works' future. This is good for our employees, their families, and the state of Maine." After the close of the transaction, General Dynamics will have a Marine group. The group will include General Dynamics' Electric Boat nuclear submarine operations; American Overseas Marine Corporation (AMSEA) pre-positioning and ready-reserve ship management operations; and Bath Iron Works. Each unit within the group will operate independently, and will report to General Dynamics Executive Vice President James E. Turner, Jr. , who will remain president of the company's Electric Boat Division. The Marine group is expected to have approximately $2.3 billion of annual revenues. Bath Iron Works employs approximately 8,300 people at three primary locations in Maine: a headquarters and shipyard in Bath; fabrication, warehousing and engineering facilities in Brunswick; and an overhaul and repair facility in Portland. General Dynamics employs approximately 22,000 people and has two primary operating units. Electric Boat, headquartered in Groton, Connecticut, designs and builds nuclear submarines for the U.S. Navy. Land Systems, headquartered in Sterling Heights, Michigan, designs and builds armored vehicles for the U.S. Army, U.S. Marine Corps, and a number of international customers. Corporate headquarters is in Falls Church, Virginia; 1994 sales were $3 billion. Bath Iron Works Five-Year Financial History $ in millions 1991 1992 1993 1994 1995E Sales $790 $821 $872 $893 $832 Operating Income* 50 60 44 50 48 Operating Margin* 6.3% 7.3% 5.0% 5.6% 5.8% * Pre-tax, excludes debt service and goodwill amortization