8-K

UNITED STATES
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) December 19, 2002 (December 19, 2002)

GENERAL DYNAMICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-3671	13-1673581
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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)

Item 5. Other Events

     General Dynamics has entered into a definitive agreement to acquire General Motors Defense, a business unit of General Motors Corporation, for $1.1 billion in cash. The transaction, which has been approved by the boards of directors of both companies, is subject to normal regulatory approval. It is expected to close by the end of the first quarter of 2003.

Item 7. Financial Statements and Exhibits

(c)  Exhibits

Exhibit 99.1 –	Press Release dated December 19, 2002, “General Dynamics to Acquire
	GM Defense for $1.1 Billion”

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

GENERAL DYNAMICS CORPORATION

by /s/ John W. Schwartz
John W. Schwartz
Vice President and Controller
(Authorized Officer and Chief Accounting Officer)

Dated: December 19, 2002

EX-99.1 3 w67128exv99w1.htm PRESS RELEASE

GENERAL DYNAMICS

3190 Fairview Park Drive
Falls Church, VA 22042-4523
www.generaldynamics.com News

December 19, 2002
Contact: Norine Lyons
Tel 703 876 3190
Fax 703 876 3186
nlyons@generalddynamics.com

General Dynamics to acquire
GM Defense for $1.1 billion

FALLS CHURCH, Va. – General Dynamics (NYSE: GD) has entered into a definitive agreement to acquire General Motors Defense for $1.1 billion in cash. General Motors Defense of London, Ontario, is a business unit of General Motors Corporation (NYSE: GM, GMH) of Detroit, Michigan. The transaction, which has been approved by the boards of directors of both companies, is subject to normal regulatory approval. It is expected to close by the end of the first quarter of 2003, and would be immediately accretive to earnings.

GM Defense produces wheeled armored vehicles and turrets. In a joint venture with General Dynamics, GM Defense produces Stryker, the U.S. Army’s transformational combat vehicle. Other GM Defense products include the LAV (Light Armored Vehicle) for Canada, Australia, New Zealand and Saudi Arabia; and the Piranha combat vehicle for a number of international customers. It anticipates 2002 revenues of approximately $950 million, and has a backlog of more than $1.5 billion.

The company has 2,400 employees in four operating units: GM Defense, Delco Systems in Goleta, California; GM Defence, Australia in Adelaide, South Australia; GM Defense, Canada in London, Ontario; and MOWAG Motorwagenfabrik AG in Kreuzlingen, Switzerland. General Dynamics anticipates no changes to production workforces in any of the GM Defense locations, and will honor all existing labor agreements.

(more)

1

GENERAL DYNAMICS

“GM Defense has been our valued partner on Stryker,” said Nicholas D. Chabraja, General Dynamics chairman and CEO. “This is a company with a strong management team and an experienced workforce. It has important vehicle technology, high quality products, and an established world-wide customer base. The acquisition will enable us to be increasingly responsive to our U.S., Canadian and worldwide customers and creates synergy in the development of new technology. It enhances General Dynamics’ product offerings and expands our global markets. Furthermore, it gives our Combat Systems group critical mass: the right amount and balance of work and resources needed to produce and support high quality, affordable weapons systems.

“Defense is our primary focus,” said Chabraja. “We can provide a broader understanding of the defense marketplace and provide expanded career opportunities for GM Defense employees.”

General Dynamics, headquartered in Falls Church, Virginia, employs approximately 54,000 people worldwide and anticipates 2002 revenue of $14 billion. The company has leading market positions in mission-critical information systems and technologies, land and amphibious combat systems, shipbuilding and marine systems, and business aviation. More information about the company can be found at www.generaldynamics.com.

WEBCAST INFORMATION: General Dynamics will webcast its security analyst conference call about the acquisition of GM Defense, scheduled for 9:30 a.m. Eastern Daylight time on Thursday, December 19, 2002. Those accessing the webcast will be able to listen to management’s discussion of the acquisition, as well as the question and answer session with security analysts.

The webcast will be a listen-only audio broadcast, available at www.generaldynamics.com. A RealAudio player or Windows Media™ player is required to access the webcast; information about downloading those players is available on the company’s website.

An on-demand replay of the webcast will be available beginning at noon on December 19, 2002, and will continue for the following 90 days.

If you’d like to hear a recording of the conference call by telephone, please call (877) 519-4471 (U.S) or (973) 341-3080 (International); passcode is 3647531. It will be available from noon on December 19 until midnight on December 27, 2002.

(- 30 -)

2 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

exv99w1