-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J3tlqBMNeSAfIDNJhptg3LFiynQz8yGF+cIBszxZ+eooP8+xdTZLLELigJ/76EuW 1m0+yJGU4OoynQC+cdb9DA== 0000950137-03-004252.txt : 20030813 0000950137-03-004252.hdr.sgml : 20030813 20030812193052 ACCESSION NUMBER: 0000950137-03-004252 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20030813 EFFECTIVENESS DATE: 20030813 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107901 FILM NUMBER: 03838824 BUSINESS ADDRESS: STREET 1: 3190 FAIRVIEW PARK DRIVE CITY: FALLS CHURCH STATE: VA ZIP: 22042 BUSINESS PHONE: 7038763000 MAIL ADDRESS: STREET 1: 3190 FAIRVIEW PARK DR CITY: FALLS CHURCH STATE: VA ZIP: 22042 S-8 1 c78967sv8.htm REGISTRATION STATEMENT Registration Statement for General Dynamics Corp.
 

As filed with the Securities and Exchange Commission on August 12, 2003

Registration No. 333-                    

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

General Dynamics Corporation

(Exact Name of Registrant as Specified in its Charter)
     
Delaware   Issuer: 13-1673581
(State or Other Jurisdiction of
Incorporation or Organization)		   (I.R.S. Employer Identification No.)

3190 Fairview Park Drive

Falls Church, Virginia 22042-4523
(Address of Principal Executive Offices)

General Dynamics Corporation

Supplemental Savings and Stock Investment Plan
(Full Title of the Plan)

David A. Savner, Esq.

Senior Vice President and General Counsel
General Dynamics Corporation
3190 Fairview Park Drive
Falls Church, Virginia 22042-4523
(Name And Address Of Agent For Service)

Telephone: (703) 876-3000

(Telephone Number, Including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE

                 
Proposed Maximum Proposed Maximum
Type of Securities Amount To Be Offering Price Aggregate Offering Amount of
to Be Registered Registered (2) Per Share (3) Price Registration Fee (3)
Supplemental Savings and Stock Investment Plan Obligations(1)
  $20,000,000   100%   $20,000,000   $1,618

(1)  The obligations under the General Dynamics Corporation Supplemental Savings and Stock Investment Plan are unsecured obligations of General Dynamics Corporation to make payments in the future in accordance with the General Dynamics Corporation Supplemental Savings and Stock Investment Plan.
 
(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
 
(3)  Estimated solely for the purpose of calculating the registration fee.

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The documents containing information specified in Part I of Form S-8 will be sent or given to participants under the General Dynamics Corporation Supplemental Savings and Stock Investment Plan (the “Plan”) as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Those documents and the documents incorporated by reference into this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation Of Documents By Reference

      The following documents filed by General Dynamics Corporation (the “Corporation”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference into this Registration Statement:

  •  Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
 
  •  Amendment No. 1 to Form 10-K for the fiscal year ended December 31, 2002 on Form 10-K/ A, filed on March 25, 2003.
 
  •  Quarterly Report on Form 10-Q for the period ended March 30, 2003.
 
  •  Quarterly Report on Form 10-Q for the period ended June 29, 2003.
 
  •  Current Reports filed on Form 8-K dated January 30, March 18, March 21, April 16, May 16, June 13, July 16, July 29, and August 11, 2003.

      In addition to the foregoing, all documents subsequently filed by (i) the Corporation or (ii) the Plan, pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities registered hereunder have been issued or that deregisters all securities offered then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement, including financial statements, contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.     Description Of Securities

      The Plan provides a select group of management or highly compensated employees with benefits that are otherwise limited under the Corporation’s Savings and Stock Investment Plan (or other defined contribution plans as determined by the Corporation) (the “SSIP”) due to applicable limitations under the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder (the “Code”).

      Under the Plan, a participant may defer the same percentage of compensation as the participant is permitted under the SSIP, without giving effect to certain SSIP and Code limitations, and offset by actual contributions to the SSIP. Further, such supplemental deferrals are eligible for Corporation matching contributions as provided for under the SSIP, also without regard to those certain SSIP and Code limitations.

1

 

      A Plan account is created on the Corporation’s books for a participant’s compensation deferrals and the Corporation matching contributions. Generally, no amount will be credited to a participant’s Plan account for any period in which a participant does not make the maximum salary deferral that is eligible for a Corporation matching contribution. The foregoing sentence does not apply to so called “catch up” contributions under the SSIP nor where matched participant deferrals may be otherwise limited by SSIP or Code limitations.

      The Plan offers a rate of return based on the same investment options as the SSIP. Generally, a participant’s Plan account will be adjusted to reflect investment gains and losses in the same proportion as investment gains and losses experienced in the SSIP.

      Participants may not receive distributions or borrow from their accounts, nor are they able to make withdrawals from their accounts, while employed by the Corporation or any of its subsidiaries. Following a separation from service with the Corporation (and its subsidiaries), the entire vested balance of a participant’s account, valued as of the applicable accounting date under the Plan, will be paid in cash. A participant may, however, by a written statement filed with the Corporation on or before one year prior to such separation from service, elect to defer such distribution and/or receive annual installments. Any portion of a Plan account remaining unpaid at a participant’s death will be paid to the participant’s beneficiary as determined under the SSIP.

      The Plan is unfunded and benefits payable under it (referred to herein as the “Supplemental Obligations”) are paid from the general assets of the Corporation. The Supplemental Obligations are unsecured general obligations of the Corporation to make payments in the future in accordance with the terms of the Plan and rank ratably and without preference with other unsecured general obligations of the Corporation. As Supplemental Obligations, a participant’s compensation deferrals and associated matching contributions are deemed to be general funds of the Corporation and may therefore be subject to a lien or security interest of secured creditors. While not obligated to do so, the Corporation may segregate assets to be used to pay the Supplemental Obligations, provided that no participant will have an identifiable interest in such assets and that such assets remain subject to the claims of general creditors of the Corporation.

      No benefit under the Plan will be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same will be void, and no such benefit will in any manner be liable for or subject to the debts, liabilities, engagements or torts of the person entitled to such benefit, except as specifically provided in the Plan.

      The Plan is administered by the Corporation. The Chairman of the Board of Directors of the Corporation may modify, amend or terminate the Plan, subject to certain limitations.

      In the event of a “change-in-control” (as defined in the Corporation’s Second Amended and Restated 1997 Incentive Compensation Plan), all unvested portions of an active employee’s Plan account will become fully vested.

      Upon termination of the Plan, no additional employees shall become entitled to benefits under the Plan, all benefits accrued through the date of termination will become immediately nonforfeitable as to each participant, no additional benefits (other than the allocation of “income” or “earnings” on a participant’s contributions if provided by the Corporation) will be accrued under the Plan for subsequent payment and all benefits accrued to date shall be distributed to the participants as soon as practicable.

Item 5.     Interests Of Named Experts And Counsel

      Not Applicable.

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Item 6.     Indemnification Of Directors And Officers

      Section 145 (“Section 145”) of the General Corporation Law of the State of Delaware, as may be amended from time to time (the “General Corporation Law”), provides that a Delaware corporation may indemnify any of its directors or officers who was or is a party, or is threatened to be made a party, to any third party proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reason to believe that such person’s conduct was unlawful. In a derivative action, (i.e., one by or in the right of a corporation) the corporation is permitted to indemnify directors and officers against expenses (including attorneys’ fees) actually and reasonably incurred by them in connection with the defense or settlement of an action or suit if they acted in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant directors or officers are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

      Expenses, including attorneys’ fees, incurred by any such person in defending any such action, suit or proceeding may be paid or reimbursed by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation.

      Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against such person and incurred by him or her in any such capacity, arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him or her under Section 145.

      The Corporation’s Restated Certificate of Incorporation provides that it will indemnify its current and former directors and officers from and against all liabilities and reasonable expenses that they incur in connection with or resulting from any claims, actions, suits or proceedings to the extent that indemnification is not inconsistent with Delaware law. The Corporation also provides directors’ and officers’ liability insurance coverage for the acts and omissions of its directors and officers. In order to be entitled to indemnification under the provisions of the Restated Certificate of Incorporation, a director or officer of the Corporation must be wholly successful with respect to the claim, action, suit or proceeding or have acted in good faith in what he or she reasonably believed to be the best interests of the Corporation, or with respect to a criminal action or proceeding, must have had no reasonable cause to believe that his or her conduct was unlawful. Prior to the final disposition of a claim, action, suit or proceeding, the Corporation will advance expenses incurred by a current or former director or officer if the director or officer provides the Corporation with an undertaking to repay the amount advanced if he or she is not entitled to indemnification after the final disposition.

      The Corporation’s Restated Certificate of Incorporation provides that the Corporation’s directors will not be personally liable to the Corporation or its stockholders for monetary damages resulting from breaches of their fiduciary duties as directors except (a) for any breach of the duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law, which makes directors liable for unlawful dividends or unlawful stock repurchases or redemptions, or (d) for transactions from which directors derive improper personal benefit. While this provision provides directors with protection from awards for monetary damages for breaches of their duty of care, it does not eliminate that duty.

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Item 7.     Exemption From Registration Claimed

      Not applicable.

Item 8.     Exhibits

      The following exhibits are filed as part of this Registration Statement:

     
4.1
  Restated Certificate of Incorporation, effective August 2, 1999, and Certificate of Amendment thereto (incorporated by reference from the Corporation’s Current Report on Form 8-K dated as of August 11, 1999, and the Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2002, respectively)
4.2
  Amended and Restated Bylaws, effective June 5, 2002 (incorporated by reference from the Corporation’s Quarterly Report on Form 10-Q for the period ended September 29, 2002)
4.3
  General Dynamics Corporation Supplemental Savings and Stock Investment Plan, as amended and restated as of August 1, 2003
5.1
  Opinion of Jenner & Block, LLC
23.1
  Consent of KPMG LLP
23.2
  Consent of Jenner & Block, LLC (included in Exhibit 5.1 hereto)
24.1
  Power of Attorney of the Board of Directors

Item 9.     Undertakings

A.     Subsequent Disclosure

      The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;

        (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
 
        (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
 
        (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

  provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant, pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

        (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

4

 

        (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B.     Incorporation By Reference

      The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C.     Commission Position On Indemnification

      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

5

 

SIGNATURES

      The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 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, Commonwealth of Virginia, on this 12th day of August, 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 12, 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 		  Director
 
*
Lester Crown 		  Director
 

William P. Fricks 		  Director
 
*
Charles H. Goodman 		  Director
 

Jay L. Johnson 		  Director
 
*
George A. Joulwan 		  Director

6

 

     
Signature Title
 
*
Paul G. Kaminski 		  Director
 
*
Carl E. Mundy, Jr. 		  Director

*  By David A. Savner pursuant to a Power of Attorney executed by the directors listed above, which Power of Attorney has been filed as an exhibit hereto and incorporated herein by reference thereto.

By:  /s/ DAVID A. SAVNER  
 
David A. Savner  
Secretary  

7

 

EXHIBIT INDEX

         
Exhibit No.
  4.1     Restated Certificate of Incorporation, effective August 2, 1999, and Certificate of Amendment thereto (incorporated by reference from the Corporation’s Current Report on Form 8-K dated as of August 11, 1999, and the Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2002, respectively)
  4.2     Amended and Restated Bylaws, effective June 5, 2002 (incorporated by reference from the Corporation’s Quarterly Report on Form 10-Q for the period ended September 29, 2002)
  4.3     General Dynamics Corporation Supplemental Savings and Stock Investment Plan, as amended and restated as of August 1, 2003
  5.1     Opinion of Jenner & Block, LLC
  23.1     Consent of KPMG LLP
  23.2     Consent of Jenner & Block, LLC (included in Exhibit 5.1 hereto)
  24.1     Power of Attorney of the Board of Directors
EX-4.3 3 c78967exv4w3.txt SUPPLEMENTAL SAVINGS AND STOCK INVESTEMENT PLAN EXHIBIT 4.3 GENERAL DYNAMICS CORPORATION SUPPLEMENTAL SAVINGS AND STOCK INVESTMENT PLAN Amended and Restated Effective August 1, 2003 GENERAL DYNAMICS CORPORATION SUPPLEMENTAL SAVINGS AND STOCK INVESTMENT PLAN TABLE OF CONTENTS SECTION 1 Introduction and Plan History..........................................................3 SECTION 2 Definitions......................................................................4 SECTION 3 Supplemental Benefits Due to Limitations Under Defined Contribution Plans.................................................6 SECTION 4 Special Supplemental Benefits....................................................8 SECTION 5 Miscellaneous Provisions.........................................................9 SECTION 6 Amendment and Termination of Plan...............................................11
2 SECTION 1 INTRODUCTION AND PLAN HISTORY 1.1 Introduction. This Plan is maintained so as to strengthen the ability of the Corporation and its Subsidiaries to attract and retain persons of outstanding competence upon which, in large measure, continued growth and profitability depend. The Plan is intended to supplement benefits that may be provided under certain Defined Contribution Plans of the Corporation and its Subsidiaries. The Plan is intended to be an unfunded deferred compensation plan for a select group of management or highly compensated employees within the meanings of Sections 201(2), 301(a)(3) and 401(a)(4) of ERISA and shall be construed and interpreted accordingly. 1.2 Effective Date. This Plan was established effective January 1, 1983, and previously amended and restated as of January 1, 1987, and again as of January 1, 1998. The effective date of the amendment and restatement of the Plan as set forth herein is August 1, 2003, except as otherwise provided in the Plan or an Appendix attached to this document. 1.3 Plan Appendices. From time to time, the Corporation may adopt Appendices to the Plan for the purpose of setting forth specific provisions or providing documentation necessary to determine benefits under the Plan for certain Employee groups. Each such Appendix shall be attached to and form a part of the Plan. Each such Appendix shall specify the population to which it applies and shall supercede the provisions of the Plan document to the extent necessary to eliminate any inconsistencies between the Plan document and such Appendix. 1.4 Prior Provisions. The provisions of this Plan shall apply only to Employees who shall terminate active employment on or after the effective date of this Plan. Employees, prior to August 1, 2003, who continue in active employment after August 1, 2003, shall continue to maintain their rights and benefits hereunder. The rights and benefits, if any, of an Employee who terminates active employment prior to August 1, 2003 (including Employees who were on layoff or were otherwise absent from service as of August 1, 2003 and who do not return to active employment prior to their respective severance from service dates), shall be determined in accordance with the provisions of the Plan as it was in effect on the date of such termination from active employment except as specifically provided herein. The rules of Section 5, as amended and restated herein, shall apply to each Employee regardless of the time of his or her termination of active employment. SECTION 2 3 DEFINITIONS Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless the context clearly indicates to the contrary. Some of the words and phrases used in the Plan are not defined in this Section 2, but, for convenience, are defined as they are introduced into the text. 2.1 Change of Control shall mean a change of control as that term is defined in the Corporation's Second Amended and Restated 1997 Incentive Compensation Plan, as amended from time to time. 2.2 Code shall mean the Internal Revenue Code of 1986, as amended from time to time. 2.3 Company Contributions shall mean amounts contributed to a Defined Contribution Plan by the Corporation or its Subsidiaries which are determined with reference to amounts of Salary Deferrals -- i.e., only matching contributions count as Company Contributions. 2.4 Corporation or Company shall mean General Dynamics Corporation, a Delaware corporation, and any successor thereof. 2.5 Defined Contribution Plan or DC Plan shall mean the General Dynamics Corporation Savings and Stock Investment Plan and such other plans as may be set forth in a Special Appendix hereto from time to time; provided that such a plan is qualified under Section 401(a) of the Code and provides for an individual account for each covered Employee and for benefits based solely upon the amount contributed to the Employee's account, and any income, expenses, gains and losses, and any other amounts which may be allocated to such account. 2.6 Employee shall mean any person who is regularly employed as a full-time, salaried employee by the Corporation or its Subsidiaries, and who is not covered by a collective bargaining agreement. Individuals not initially treated and classified by the Corporation as common-law employees, including, but not limited to, leased employees, independent contractors or any other contract employees, shall be excluded from participation irrespective of whether a court, administrative agency or other entity determines that such individuals are common-law employees. 2.7 ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. 2.8 Participant shall mean an Employee who satisfies the eligibility criteria described at Section 3.1. 2.9 Plan shall mean the General Dynamics Corporation Supplemental Savings and Stock Investment Plan established January 1, 1983, and amended and restated as set forth herein, as it shall be amended from time to time, and its Appendices. 2.10 Prior Plan shall mean the General Dynamics Corporation Supplemental Savings and Stock Investment Plan as it existed prior to this restatement. 2.11 Salary Deferrals shall mean pre-tax salary deferrals made by an Employee to a Defined Contribution Plan. 2.12 Subsidiary shall mean any corporation of which the Corporation owns, directly or indirectly, fifty percent (50%) or more of the outstanding voting stock. 4 SECTION 3 SUPPLEMENTAL BENEFITS DUE TO LIMITATIONS UNDER DEFINED CONTRIBUTION PLANS 3.1 Participation. Eligibility for participation in any benefits provided under this Section 3 shall be extended to selected Employees (a) whose Salary Deferrals to a Defined Contribution Plan are restricted due to any of the limitations described in Section 3.2(a) hereof; and (b) who belong to a group listed in Appendix A and were effective as of the date specified therein. The selection of such Employees to become Participants in the Plan shall be in the sole discretion of the Company, and participation may be limited to such otherwise eligible Employees as the Company shall determine by the application of minimum compensation levels or otherwise. 3.2 Benefits. An account shall be established on behalf of a Participant entitled to any benefits hereunder. Any amounts accrued for the benefit of a Participant under the Prior Plan shall remain credited to such accounts. Such account shall be credited with an amount equal to (a) minus (b), as follows: (a) As of each accounting date, the amount of Salary Deferrals and Company Contributions that would have been credited to the benefit of a Participant under the various Defined Contributions Plans in which the Participant participates if no limitations were imposed (i) under Code Sections 401(a)(17), 402(g), 415 or any other section of the Code or (ii) by the administrator in order to assure compliance with the actual deferral percentage and actual contribution percentage requirements of the DC Plans. Salary Deferrals credited to a Participant under this Section 3.2(a) shall be credited pursuant to an election by the Participant to defer the receipt of the appropriate portion of his/her compensation, and the Company shall deem the Participant's Salary Deferral election under the applicable DC Plan to be the election for this Plan. (b) The amount of Salary Deferrals and Company Contributions actually credited to the benefit of the Participant under the applicable Defined Contribution Plans. The Participant's account shall be adjusted to reflect investment gain or loss on any balance in the account as of the close of the immediately preceding accounting date. The adjustment shall be the same as what would actually have been recognized if the account had been invested in the Defined Contribution Plan under the investment options actually selected by the Participant thereunder. An "accounting date" is each day on which the financial markets are open for business. No amount shall be credited to any account maintained pursuant to this Section 3.2 for any pay period in which a Participant does not make the maximum Salary Deferral with respect to which a Company Contribution is matched as permitted under the applicable Defined Contribution Plan (taking into account those limits set forth in Section 3.2(a)). Notwithstanding anything to the contrary, this paragraph shall not apply to any "catch-up" contributions under any Defined Contribution Plan that are permitted by the Economic Growth and Tax Relief Reconciliation Act of 2001 -- i.e., the Participant is not required to make such "catch-up" contributions in order to receive credits to his/her account under this Plan. Notwithstanding anything to the contrary, in the event that a Participant is prevented from making the maximum Salary Deferral permitted under the applicable Defined Contribution Plan because of the application of one or more of the rules described in Section 3.2(a), the Company may nevertheless permit such Participant to receive credits to his/her account under this Plan to the extent and in the manner that the Company shall determine in its sole discretion. 3.3 Payment and Nonforfeitability of Benefits and Maintenance of Accounts. Except as otherwise provided in this Plan, all benefits accrued hereunder shall vest and be paid under the same conditions, rules and restrictions as would apply to the benefits as if they were provided under the last Defined Contribution Plan in which the Participant actually participated. The following rules shall apply notwithstanding the conditions, rules and restrictions of such Defined Contribution Plan: 5 (a) If a Participant makes an investment fund transfer or investment option change pursuant to the provisions of a DC Plan, the identical investment fund transfer or investment option change shall be performed in this Plan but no such transfer or change shall be permitted in this Plan unless made in the DC Plan. Notwithstanding the foregoing, the Corporation may, in its discretion, approve transfers or changes in this Plan where no transfer or change is possible in the DC Plan due to loans and withdrawals. (b) Participants shall not be entitled to receive distributions or loans or to make withdrawals of any portion of their account balances while employed by the Corporation or any of its Subsidiaries. (c) Upon termination of employment with the Corporation and its Subsidiaries, the entire nonforfeitable balance of a Participant's account (valued as of the accounting date coincident with or immediately preceding the date of payment) shall be paid to the Participant as soon as administratively practicable. However, any Participant may, by a written statement (including internet and telephone methods approved by the Company for this purpose) filed with the Corporation or its delegated agent on or before one year prior to the termination of employment, irrevocably elect to defer commencement of such payments until a specific date which may be as late as the Participant attaining age 70 1/2. If deferral is elected, the Participant may choose to have the account balance subsequently paid in a lump sum or in such number of equal annual installments as he/she may request (which will commence as soon as practicable after the conclusion of the deferral period and will be payable annually thereafter). To the extent consistent with the above requirements, deferrals and installment payments of distributions shall be governed by the applicable provisions of the DC Plan. (d) All account balances shall be paid in cash. No Participant shall have any right to receive payment in any other form. (e) Upon the death of a Participant prior to the entire balance of the Participant's account having been paid, the entire unpaid balance shall be payable to the Participant's beneficiary as determined under the DC Plan in which the Participant was last actually participating. (f) In the event that a Subsidiary ceases to meet the definition of Subsidiary (e.g., on account of a sale of its stock to a third party), or an unincorporated business unit ceases to be owned by the Company or a Subsidiary, such cessation shall not, by itself, be treated as a termination of employment by the Participants employed by such Subsidiary or business unit unless the Company shall so determine. In those circumstances, the Company may also determine whether the account balances of Participants employed by such Subsidiary or business unit will be vested or distributed. The Corporation shall promulgate such other additional rules and procedures governing the operation of this Plan as it may, from time to time and in its sole discretion, determine are necessary or desirable. SECTION 4 SPECIAL SUPPLEMENTAL BENEFITS 4.1 Participation. Recognizing the need to make special retirement and other compensation or employee benefit provisions for certain Employees, the Corporation may, from time to time and in its best judgment, designate such other individual Employees or groups of select management or highly compensated Employees as being eligible to receive benefits under this Plan. Any such Employees or groups of Employees, and the benefits applicable to them, will be described in the Appendices attached to this Plan. 6 4.2 Benefits. Such supplemental benefits may be provided in such amounts as the Corporation determines are appropriate. Such benefits need not be uniform among such Employees. SECTION 5 MISCELLANEOUS PROVISIONS 5.1 Construction. In the construction of the Plan the masculine shall include the feminine and the singular the plural in all cases where such meanings would be appropriate. Except as may be governed by ERISA or other applicable federal law, this Plan shall be construed, governed, regulated and administered according to the laws of the Commonwealth of Virginia. 5.2 Employment. Participation in the Plan shall not give any Employee the right to be retained in the employ of the Corporation or its Subsidiaries, or upon dismissal or upon his/her voluntary termination of employment, to have any right, legal or equitable, under the Plan or any portion thereof, except as expressly granted by the Plan. 5.3 Nonalienability of Benefits. No benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void, and no such benefit shall in any manner be liable for or subject to the debts, liabilities, engagements or torts of the person entitled to such benefit, except as specifically provided in the Plan. 5.4 Facility of Payment. If any recipient of benefits is, in the judgment of the Corporation, legally incapable of personally receiving and giving a valid receipt for any payment due him/her under the Plan, the Corporation may, unless and until claims shall have been made by a duly appointed guardian or committee of such person, make such payment or any part thereof to such person's spouse, children or other legal entity deemed by the Corporation to have incurred expenses or assumed responsibility for the expenses of such person. Any payment so made shall be a complete discharge of any liability under the Plan for such payment. 7 5.5 Obligation to Pay Amounts Hereunder. (a) No trust fund, escrow account or other segregation of assets need be established or made by the Corporation to guarantee, secure or assure the payment of any amount payable hereunder. The Corporation's obligation to make payments pursuant to this Plan shall constitute only a general contractual liability of the Corporation to individuals entitled to benefits hereunder and other actual or possible payees hereunder in accordance with the terms hereof. Payments hereunder shall be made only from such funds of the Corporation as it shall determine, and no individual entitled to benefits hereunder shall have any interest in any particular asset of the Corporation by reason of the existence of this Plan. It is expressly understood as a condition for receipt of any benefits under this Plan, that the Corporation is not obligated to create a trust fund or escrow account, or to segregate any asset of the Corporation in any fashion. (b) The Corporation may, in its sole discretion, establish segregated funds, escrow accounts or trust funds whose primary purpose would be for the provision of benefits under this Plan. If such funds or accounts are established, however, individuals entitled to benefits hereunder shall not have any identifiable interest in any such funds or accounts nor shall such individuals be entitled to any preference or priority with respect to the assets of such funds or accounts. These funds and accounts would still be available to judgment creditors of the Corporation and to all creditors in the event of the Corporation's insolvency or bankruptcy. 5.6 Administration. The Plan shall be administered by the Company. The Company shall have the discretionary authority to construe and interpret the provisions of the Plan and make factual determinations thereunder, including the power to determine the rights or eligibility of Employees or Participants and any other persons, and the amounts of their benefits under the Plan, and to remedy ambiguities, inconsistencies or omissions, and any such determinations shall be binding on all parties. Benefits will only be paid if the Company, in its sole discretion, determines that the Participant or beneficiary is entitled to them. The Company has the authority to delegate any of its powers under this Plan (including, without limitation, Section 5.7) to any other person, persons, or committee. This person, persons, or committee may further delegate its reserved powers to another person, persons, or committee as they see fit. Any delegation or subsequent delegation shall include the same full, final and discretionary authority that the Company has listed herein and any decisions, actions or interpretations made by any delegate shall have the same ultimate binding effect as if made by the Company. 5.7 Claims Appeal Procedure. Upon receipt of a claim for benefits under the Plan, the Company shall notify the Participant, the Participant's beneficiary or authorized representative of any action taken within 90 days of receiving the claim. If the claim is denied, the denial shall be set forth in writing and shall include the specific reasons for the denial, with reference to pertinent Plan provisions on which the denial is based, and shall describe the procedure for perfecting the claim, or for requesting a review of the denial. Within 60 days after receiving a notification of denial of a claim, a Participant or the Participant's beneficiary or authorized representative may request that the Company make a full and fair review of the denial. In connection with this request, the Participant may review pertinent documents and submit issues or comments in writing. The Company will make a final decision on the claim within 120 days of the request for review. Any decision made by the Company in good faith shall be final and binding on all parties. 5.8 Change of Control. Notwithstanding any provision herein to the contrary, immediately prior to the occurrence of a Change of Control, all allocations made to accounts of Participants who are then active Employees, shall become fully vested and nonforfeitable. 5.9 Action by Corporation. Any action or authorization by the Corporation hereunder shall be made by the Chairman of the Board or the Board of Directors, or any delegate of either. SECTION 6 8 AMENDMENT AND TERMINATION OF THE PLAN 6.1 Amendment. The Chairman of the Board of Directors of the Corporation has the right to modify or amend this Plan in whole or in part, effective as of any specified date; provided, however, that the Chairman shall have no authority to modify or amend the Plan to: (a) reduce any benefit accrued hereunder based on service and compensation to the date of amendment unless such action is necessary to prevent this Plan from being subject to any provision of Title 1, Subtitle B, Parts 2, 3 or 4 of ERISA; (b) permit the accrual, holding or payment of actual shares of common stock of the Corporation under the Plan (such right to amend being reserved to the Board of Directors of the Corporation or its delegate); or (c) adversely affect any accrued benefits hereunder (and any benefits that will accrue upon a Change of Control) and any rights attaching thereto after or in anticipation of the occurrence of a Change of Control. No benefit hereunder shall be deemed to be adversely affected or otherwise reduced to the extent that any amendment or action affects the tax treatment of Plan benefits or an interest in future investment returns. 6.2 Termination. (a) The Chairman of the Board of Directors of the Corporation, or his or her delegate, reserves the right to terminate this Plan, in whole or in part. This Plan shall be automatically terminated upon a dissolution of the Corporation (but not upon a merger, consolidation, reorganization, recapitalization or acquisition of a controlling interest in the voting stock of the Corporation by another person or entity); upon the Corporation being legally adjudicated bankrupt; upon the appointment of a receiver or trustee in bankruptcy with respect to the Corporation's assets and business if such appointment is not set aside within ninety (90) days thereafter; or upon the making by the Corporation of an assignment for the benefit of creditors. (b) Upon a termination of this Plan no additional Employees shall become entitled to benefits hereunder; all benefits accrued through the date of termination will become immediately nonforfeitable as to each Participant; no additional benefits (except that the Corporation, in its sole discretion, may provide for an allocation of "income" or "earnings" on the Participant's contributions) shall be accrued hereunder for subsequent payment and all benefits accrued to date shall be distributed to the Participants as soon as practicable. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 9 IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the foregoing, General Dynamics Corporation, a Delaware corporation, as the Employer, and these presents to be duly executed by its proper officer thereunto duly authorized this 11th day of August, 2003. GENERAL DYNAMICS CORPORATION By: /s/ WALTER M. OLIVER ----------------------------------------- Walter M. Oliver Senior Vice President -- Human Resources and Administration 10 APPENDIX A All subsidiaries/groups herein may be subsequently renamed or reorganized into new groups.
Subsidiary/Group Effective Date - ---------------- -------------- General Dynamics Armament Systems, Inc. February 1, 1997-- June 13, 2002 General Dynamics Armament and Technical Products, Inc. June 14, 2002 General Dynamics Defense Systems, Inc. February 1, 1997-- December 31, 2002 General Dynamics Corporation April 1, 1997 American Overseas Marine Corporation (and all affiliates) Bath Iron Works Corporation Corporate Office Electric Boat Corporation Freeman Energy Corporation General Dynamics Land Systems Inc. Material Service Corporation General Dynamics Advanced Technology Systems, Inc. (professional and management Employees) October 1, 1997-- December 31, 2002 General Dynamics Information Systems, Inc. January 1, 1998-- December 31, 2002 General Dynamics Shared Resources, Inc. March 15, 1998 Computer Systems & Communications Corporation September 8, 1998-- December 31, 2002 itInternational Telecom USA, Inc. aka Caldwell Cable Ventures, Inc. (non-represented Employees) January 1, 1999-- December 31, 2002 BIW-LLTF, LLC June 7, 1999 General Dynamics Government Systems Corporation October 1, 1999-- December 31, 2002 Communication Systems General Dynamics Electronic Systems Worldwide Telecommunication Systems Gulfstream Aerospace Corporation November 1, 1999 AV Technology, LLC January 1, 2000 Interactive Television Company April 1, 2000 General Dynamics Support Services Company August 21, 2000 General Dynamics Decision Systems, Inc. January 1, 2002 General Dynamics Advanced Information Systems, Inc. January 1, 2003 General Dynamics C4 Systems, Inc. January 1, 2003 General Dynamics Network Systems, Inc. January 1, 2003
11 APPENDIX B Special Supplement under Section 4 applicable to Bath Iron Works Corporation Notwithstanding the requirement under Section 3.2 that a Participant must contribute the maximum amount of matched Salary Deferrals, Participants who are Employees of Bath Iron Works Corporation who are not eligible for a Company Contribution under the applicable DC Plan may nonetheless be credited benefits under Section 3.2 of the Plan with respect to Salary Deferrals up to the maximum percentage as may be established by the Company from time to time. 12 APPENDIX C Special Supplement under Section 4 applicable to General Dynamics Decision Systems, Inc. The first sentence of Section 3.3(a) shall not apply to any Participant who is an Employee of General Dynamics Decision Systems, Inc. All investment fund transfers or investment option changes under this Plan for such Participants must be made affirmatively and separately from any such changes under any DC Plan. This Appendix C shall no longer be effective (i.e., the first sentence of Section 3.3(a) shall apply to Decision Systems Participants) once the Company moves the recordkeeping function of the Decision Systems portion of the SSIP to the Hewitt Associates recordkeeping system (anticipated to be in March 2004). 13 EX-5.1 4 c78967exv5w1.txt OPINION OF JENNER & BLOCK, LLC EXHIBIT 5.1 [Letterhead of Jenner & Block, LLC] August 12, 2003 General Dynamics Corporation 3190 Fairview Park Drive Falls Church, Virginia 22042 Attn: David A. Savner, Senior Vice President and General Counsel Re: General Dynamics Corporation Supplemental Savings and Stock Investment Plan (the "Plan") Ladies and Gentlemen: We are issuing this letter in our capacity as special counsel to General Dynamics Corporation (the "Corporation") in connection with the proposed registration on Form S-8 (the "Registration Statement") of obligations of the Corporation (the "Supplemental Obligations") which may from time to time be issued by the Corporation pursuant to the Plan. In connection with the preparation of this letter, we have examined original or copies, certified or otherwise, of such other documents, evidence of corporate action and instruments, as we have deemed necessary or advisable for the purpose of rendering this opinion. As to questions of fact relevant to this opinion, we have relied upon certificates or written statements from officers and other appropriate representatives of the Corporation or public officials. In all such examinations we have assumed the genuineness of all signatures, the authority to sign and the authenticity of all documents submitted as originals. Based upon and subject to the foregoing, we are of the opinion that: (i) The Supplemental Obligations covered by the Registration Statement which may be issued pursuant to the Plan have been duly authorized and, when so issued in accordance with the terms of the Plan, will be valid and binding obligations of the Corporation enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general equity principles. (ii) The Plan is by its terms intended to be an unfounded plan maintained primarily for the purpose of providing deferred compensation for a select group of highly compensated employees. To the extent that provisions of the Employee Retirement Income Security Act ("ERISA") apply to unfounded plans maintained primarily for the purpose of providing deferred compensation for a select group of highly compensated employees, the Plan complies with those requirements of ERISA. We hereby consent to the use of our name in the Registration Statement and to the filing, as an exhibit to the Registration Statement, of this opinion. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/ JENNER & BLOCK, LLC - ----------------------------- Jenner & Block, LLC EX-23.1 5 c78967exv23w1.txt CONSENT OF KPMG LLP EXHIBIT 23.1 INDEPENDENT AUDITOR'S CONSENT GENERAL DYNAMICS CORPORATION: We consent to the use of our report incorporated by reference into this Registration Statement on Form S-8 of General Dynamics Corporation. Our report refers to a change in accounting for goodwill and other intangible assets. August 12, 2003 /s/ KPMG LLP McLean, Virginia EX-24.1 6 c78967exv24w1.txt POWER OF ATTORNEY OF THE BOARD OF DIRECTORS EXHIBIT 24.1 GENERAL DYNAMICS CORPORATION POWER OF Commission File Number 333- ATTORNEY IRS No. 13-1673581 Filings with SEC POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENT, that each of the undersigned Directors of GENERAL DYNAMICS CORPORATION, a Delaware corporation, hereby constitutes and appoints each of NICHOLAS D. CHABRAJA, MICHAEL J. MANCUSO and DAVID A. SAVNER as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 of General Dynamics Corporation, and any amendments thereto (including post-effective amendments), for the registration of securities to be issued under the General Dynamics Corporation Supplemental Savings and Stock Investment Plan, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary as fully as to all intents and purposes as he might or could do in person, and hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 5th day of March, 2003. /s/ Nicholas D. Chabraja /s/ Charles H. Goodman - ------------------------------- -------------------------------- Nicholas D. Chabraja Charles H. Goodman /s/ James S. Crown /s/ Paul G. Kaminski - ------------------------------- -------------------------------- James S. Crown Paul G. Kaminski /s/ Lester Crown /s/ Carl E. Mundy, Jr. - ------------------------------- -------------------------------- Lester Crown Carl E. Mundy, Jr. /s/ George A. Joulwan ------------------------------ George A. Joulwan -----END PRIVACY-ENHANCED MESSAGE-----