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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 1-3671
GENERAL DYNAMICS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-1673581
- - -------- ----------
State or Other Jurisdiction of I.R.S. Employer
Incorporation or Organization Identification No.
3190 Fairview Park Drive, Falls Church, Virginia 22042-4523
- - ------------------------------------------------ ----------
Address of principal executive offices Zip Code
Registrant's telephone number, including area code (703) 876-3000
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Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
- - ------------------- -------------------------
Common Stock, $1.00 Par Value New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
9.95% Debentures Due 2018 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment of this Form 10-K.
----
The aggregate market value of the voting stock held by nonaffiliates
of the registrant was $2,527,247,630 at March 6, 1995, calculated in accordance
with the Securities and Exchange Commission rules as to beneficial ownership.
62,996,594 shares of the registrant's Common Stock were outstanding at
March 6, 1995.
DOCUMENTS INCORPORATED BY REFERENCE:
Parts I, II and IV incorporate information from certain portions of
the registrant's 1994 Shareholder Report.
Part III incorporates information from certain portions of the
registrant's definitive Proxy Statement to be filed with the Securities and
Exchange Commission within 120 days after the close of the fiscal year.
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PART I
ITEM 1. BUSINESS
INTRODUCTION
General Dynamics Corporation (the company) is a Delaware corporation
formed in 1952 as successor to the Electric Boat Company, now the company's
Nuclear Submarines business. Consolidated Vultee Aircraft Corporation was
merged into the company in 1954 and from it emerged the company's former
Tactical Military Aircraft, Missile Systems and Space Launch Systems
businesses. The Material Service Resources Company is the successor to the
Material Service Corporation which was merged into the company in 1959.
Chrysler Defense, Inc., now the company's Armored Vehicles business, was
acquired in 1982. The Cessna Aircraft Company, formerly the company's General
Aviation business, was acquired in 1985. In addition, the company operates
other smaller businesses.
Prior to 1992, the businesses of the company included the following:
Tactical Military Aircraft, Nuclear Submarines, Armored Vehicles, Space Launch
Systems, Missile Systems and General Aviation. Over the past three years, the
company has sold its Tactical Military Aircraft, Missile Systems, General
Aviation and Space Launch Systems businesses, as well as certain other smaller
businesses. The company's remaining continuing business segments are Nuclear
Submarines, Armored Vehicles and Other. The Other business segment is composed
of Freeman Energy Corporation (Freeman Energy), American Overseas Marine
Corporation (AMSEA) and Patriot I, II and IV Shipping Corporations (Patriots).
A general description of these businesses including products, properties and
other related information follows. For further discussion of the business
segments including financial information and backlog, as well as an overall
discussion of the company's business environment, reference is made to
Management's Discussion and Analysis of the Results of Operations and Financial
Condition, appearing on pages 14 through 18 in the company's 1994 Shareholder
Report, included in this Form 10-K - Annual Report as Exhibit 13, and
incorporated herein by reference.
NUCLEAR SUBMARINES
The company's Electric Boat Division (Electric Boat) designs and
builds nuclear submarines for the U.S. Navy. Electric Boat also performs
overhaul and repair work on submarines as well as a broad range of engineering
work including advanced research and technology development, systems and
component design evaluation, prototype development and logistics support to the
operating fleet. Certain components and subassemblies of the submarines, such
as electronic equipment, are produced by other firms.
Electric Boat has contracts for construction of Los Angeles class
attack submarines (688), Ohio class ballistic missile submarines (Trident) and
Seawolf class attack submarines (Seawolf), all of which are currently under
construction at its 96 acre shipyard on the Thames River at Groton,
Connecticut. The shipyard, which contains a covered area in excess of 2.6
million square feet, is owned by the company. Electric Boat also produces
modular submarine hull sections, components and subassemblies in leased
facilities at Quonset Point, Rhode Island, and in company-owned facilities at
Avenel, New Jersey. Approximately 45% of Electric Boat's property, plant and
equipment was fully depreciated at December 31, 1994.
Electric Boat competed with Newport News Shipbuilding and Drydock
Company (Newport News) for construction of the 688 and Seawolf submarines.
Electric Boat is currently the sole-source producer of Trident and Seawolf
submarines and the designer of the New Attack Submarine. For most engineering
work, Electric Boat competes in a highly competitive environment with several
smaller specialized firms in addition to Newport News.
ARMORED VEHICLES
The company's Land Systems Division (Land Systems) is the sole-source
producer of main battle tanks for the U.S. government. Land Systems designs
and manufactures the M1 Series Abrams Main Battle Tank for the U.S. Army and
the U.S. Marine Corps. Land Systems also performs engineering and upgrade work
as well as provides support for existing armored vehicles. Production of the
M1A1, a version of the M1 that incorporates increased firepower, additional
crew protection features, and improved armor, was initiated in 1985.
Production of the M1A2, the latest version of the M1 which incorporates
battlefield management systems aimed at providing improved fightability, as
well as improved survivability of the tank's four crew members, was initiated
in 1992. In addition to domestic sales, M1 tanks are being sold through the
U.S. government to various foreign governments. Land Systems provides training
in operation and maintenance and other logistic support on international sales.
Certain components of the M1 series tank, such as the engine and the
transmission and final drive, are produced by other firms. Land Systems has
bid and is currently bidding on other armored vehicle and related programs for
the U.S.
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government in competition primarily with the United Defense Limited
Partnership, a partnership between FMC Corporation and Harsco Corporation. The
current international market is characterized by intense competition for a
limited number of business opportunities. The company, in cooperation with the
U.S. government, has been successful in competitive bids for production
contracts and related logistic support with Egypt, Saudi Arabia and Kuwait, but
was unsuccessful on similar bids with the United Arab Emirates and Sweden.
Tank production is performed at a 1.6 million square foot plant on 369
acres in Lima, Ohio, and machining operations are performed at a 1.1 million
square foot plant on 145 acres in Warren (Detroit), Michigan. Each is owned by
the U.S. government and operated by Land Systems under a facilities contract.
In support of these plants, Land Systems leases property in Scranton,
Pennsylvania, and owns or leases property in a few locations in the Detroit
area.
The company, teamed with Tadiran Ltd. of Israel, was selected during
1988 as the second-source producer of the Single Channel Ground and Airborne
Radio System (SINCGARS). The company won 40% and 45% shares of the first two
competitive bids under the SINCGARS program with ITT Corporation in 1994 and
1995, respectively. The company leases space in Tallahassee, Florida, to support
SINCGARS production.
OTHER
Freeman Energy mines coal, the majority of which is sold in the spot
market or under short-term contracts to a variety of customers. Freeman
Energy's remaining coal production (approximately 45%) is sold under long-term
contracts to utilities and industrial users located principally in the Midwest.
Several of these long-term contracts have price adjustment clauses to reflect
changes in certain costs of production. Freeman Energy operates three
underground mines and one surface mine in Illinois, along with one surface
mine in Kentucky. Coal preparation facilities and rail loading facilities are
located at each mine sufficient for its output. Total production from Freeman
Energy's mines was approximately 5 million tons in 1994 and 1993, and 4.5
million tons in 1992. In addition, Freeman Energy owns or leases rights to
over 600 million tons of coal reserves in Illinois and Kentucky. Due to the
commodity nature of the company's coal operations, the primary factors
affecting competition are price and geographic service area. Freeman Energy's
operations are not significantly affected by seasonal variations.
The 1990 Clean Air Act requires, among other things, a phased reduction
in sulfur dioxide emissions by coal burning facilities over the next few years.
Virtually all of the coal in Freeman Energy's Illinois basin mines has medium
or high sulfur content. The impact of compliance with the Clean Air Act
will be mitigated in the near-term by Freeman Energy's long-term contracts and
through installation of pollution control devices by certain of Freeman
Energy's major customers. The long-term impact of the Clean Air Act is not
known.
AMSEA provides ship management services for five of the U.S. Navy's
Maritime Prepositioning Ships (MPS) and ten of the U.S. Maritime
Administration's Ready Reserve Force (RRF) ships. The MPS are under five-year
contracts which expire in 1995 and 1996 but are renewable through the year
2011. The RRF ships are in the second year of five-year contracts for which
the company competed with various other ship management providers. The MPS
vessels operate worldwide and the RRF vessels are located on the east, gulf and
west coasts of the United States. AMSEA's home office is in Quincy,
Massachusetts.
Patriots are financing subsidiaries which lease liquefied natural gas
tankers constructed by the company to unrelated third parties.
DISCONTINUED OPERATIONS
The company has sold or intends to sell certain businesses that are
reported as discontinued operations in the company's financial statements. The
remaining businesses are as follows:
The company's Convair Division is the sole-source producer of
fuselages for the McDonnell Douglas Corporation (McDonnell Douglas) MD-11 wide
body tri-jet aircraft. During 1994, the company signed an agreement to
terminate its contract with McDonnell Douglas after delivery of the 166th
shipset in early 1996. The Convair Division will seek no new business and will
cease operations after completion of its obligations under the contract.
Production work is performed in San Diego, California, in facilities owned by
the company which are on land leased from the San Diego Port Authority.
Material Service Corporation (Material Service) is engaged in the
quarrying and direct sale of aggregates (e.g. stone, sand and gravel), and the
production and direct sale of ready mix concrete and other concrete products.
Material Service's aggregate and concrete facilities and operations are located
primarily in Illinois.
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REAL ESTATE HELD FOR DEVELOPMENT
As part of the sale of businesses, certain related properties were
retained by the company. These properties have been segregated on the
Consolidated Balance Sheet as real estate held for development. The company
has retained outside experts to support the development of plans which are
intended to maximize the market value of these properties. These properties
include 232 acres in Kearny Mesa and 2,420 acres in Sycamore Canyon, both of
which are in the city of San Diego, California; 370 acres in Rancho Cucamonga,
California; and 53 acres in Camden, Arkansas. Most of this property is
undeveloped. The company owns 3.4 million square feet of building space on the
aforementioned properties, as well as .6 million square feet of building space
on land leased from the San Diego Port Authority. Certain of these facilities
are currently being leased by the purchasers of the related sold businesses for
what is expected to be a short transition period.
GENERAL INFORMATION
U. S. Government Contracts
The company's net sales to the U.S. government include Foreign
Military Sales (FMS). FMS are sales to foreign governments through the U.S.
government, whereby the company contracts with and receives payment from the
U.S. government and the U.S. government assumes the risk of collection from
the customer. U.S. government sales were as follows (excluding discontinued
operations; dollars in millions):
Year Ended December 31
----------------------------------------
1994 1993 1992
-------- --------- ---------
Domestic $ 2,190 $ 2,202 $ 2,706
FMS 690 801 276
-------- --------- ---------
Total U.S. government $ 2,880 $ 3,003 $ 2,982
======== ========= =========
Percent of net sales 94% 94% 92%
All U.S. government contracts are terminable at the convenience of the
U.S. government, as well as for default. Under contracts terminable at the
convenience of the U.S. government, a contractor is entitled to receive payments
for its allowable costs and, in general, the proportionate share of fees or
earnings for the work done. Contracts which are terminated for default
generally provide that the U.S. government only pays for the work it has
accepted and may require the contractor to pay for the incremental cost of
reprocurement and may hold the contractor liable for damages. In 1991, the U.S.
Navy terminated the company's A-12 aircraft contract for default; the company is
actively pursuing litigation against the U.S. government in the U.S. Court of
Federal Claims in connection with the termination. For further discussion,
see Note P to the Consolidated Financial Statements on page 29 of the 1994
Shareholder Report, included in this Form 10-K - Annual Report as Exhibit 13.
Companies engaged in supplying goods and services to the U.S.
government are dependent on congressional appropriations and administrative
allotment of funds, and may be affected by changes in U.S. government policies
resulting from various military and political developments. U.S. government
contracts typically involve long lead times for design and development, and are
subject to significant changes in contract scheduling. Often the contracts
call for successful design and production of very complex and technologically
advanced items.
Foreign Sales and Operations
The major portion of sales and operating earnings of the company for
the past three years was derived from operations in the United States.
Although the company purchases supplies from and subcontracts with foreign
companies, it has no substantial operations in foreign countries. The majority
of foreign sales are made as FMS through the U.S. government, but certain
direct foreign sales are made of components and support services. Direct
foreign sales were $32 million, $35 million and $42 million in 1994, 1993 and
1992, respectively.
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Research and Development
Research and development activities in the Nuclear Submarines and
Armored Vehicles segments are conducted principally under U.S. government
contracts. These research efforts are generally either concerned with
developing products for large systems development programs or performing work
under research and development technology contracts. In addition, the defense
businesses engage in independent research and development, of which a
significant portion is recovered through overhead charges to U.S. government
contracts.
The table below details expenditures for research and development
(excluding discontinued operations; dollars in millions):
Year Ended December 31
----------------------------------------
1994 1993 1992
-------- --------- ---------
Company-sponsored $ 30 $ 33 $ 32
Customer-sponsored 246 142 122
-------- --------- ---------
$ 276 $ 175 $ 154
======== ========= =========
Supplies
Many items of equipment and components used in the production of the
company's products are purchased from other manufacturers. The company is
dependent upon suppliers and subcontractors for a large number of components
and the ability of its suppliers and subcontractors to meet performance and
quality specifications and delivery schedules. In some cases it is dependent
on one or a few sources, either because of the specialized nature of a
particular item or because of domestic preference requirements pursuant to
which it operates on a given project.
All of the company's operations are dependent upon adequate supplies
of certain raw materials, such as aluminum and steel, and on adequate supplies
of fuel. Fuel or raw material shortages could also have an adverse effect on
the company's suppliers, thus impairing their ability to honor their
contractual commitments to the company. The company has not experienced
serious shortages in any of the raw materials or fuel supplies that are
necessary for its production programs.
Environmental Controls
Federal, state and local requirements relating to the discharge of
materials into the environment and other factors affecting the environment have
had and will continue to have an impact on the manufacturing operations of the
company. Thus far, compliance with the requirements has been accomplished
without material effect on the company's capital expenditures, earnings or
competitive position. While it is expected that this will continue to be the
case, the company cannot assess the possible effect of compliance with future
requirements.
Patents
Numerous patents and patent applications are owned by the company and
utilized in its development activities and manufacturing operations. In many
cases, however, the U.S. government has an irrevocable, non-exclusive,
royalty-free license, pursuant to which the government may use or authorize
others to use the inventions covered by the patents. Pursuant to similar
arrangements, the goverment may consent to the company's use of inventions
covered by patents. While in the aggregate its patents and licenses are
considered important in the operation of the company's business, engineering,
production skills and experience are more important to the company than its
patents or licenses.
Employees
At the end of 1994, the company had approximately 24,200 employees, of
whom approximately 50% were covered by collective bargaining agreements with
various unions, the most significant of which are the International Association
of Machinists and Aerospace Workers, the Metal Trades Council of New London,
Connecticut, the United Auto Workers Union, the Office and Professional
Employees International Union and the United Mine Workers of America. During
1995, several collective bargaining agreements, which cover approximately
one-half of the union represented work force, are scheduled to expire and are
subject to negotiations with the respective unions, the most significant of
which is the Metal Trades Council at Electric Boat.
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ITEM 2. PROPERTIES
The information required for this item is included in Item 1 of
this report.
ITEM 3. LEGAL PROCEEDINGS
The information in Note O to the Consolidated Financial Statements
appearing on pages 28 and 29 of the 1994 Shareholder Report, included in this
Form 10-K - Annual Report as Exhibit 13, is incorporated herein by reference in
response to this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the company's Security
Holders during the fourth quarter of the year ended December 31, 1994.
SUPPLEMENTARY ITEM. EXECUTIVE OFFICERS OF THE COMPANY
The name, age, offices and positions held for the last five years
of the company's executive officers who are not directors are as follows:
AGE AT
DECEMBER 31
NAME, POSITION AND OFFICE 1994
------------------------- -----------
G. Kent Bankus -- Vice President Government Relations since April 1993; Staff Vice President
Aerospace Programs and Field Offices July 1991 -- April 1993; Corporate Director for
Special Projects January 1989 -- July 1991 52
Edward C. Bruntrager -- Vice President and General Counsel since March 1994; Assistant
General Counsel January 1987 -- March 1994 47
David H. Fogg -- Staff Vice President and Treasurer since November 1994;
Staff Vice President and Assistant Treasurer May 1994 -- November 1994;
Corporate Director of Finance and Assistant Treasurer January 1994 -- May 1994;
Corporate Director of Risk Management December 1991 -- January 1994; Assistant
Treasurer of Uniroyal Goodrich Tire Company January 1989 -- November 1991 39
Paul A. Hesse -- Vice President Communications since May 1991; President and Chief
Operating Officer of Dix & Eaton 1988 -- 1991 53
Ralph W. Kiger -- Vice President Human Resources and Adminstration since June 1994;
Vice President Human Resources May 1993 -- June 1994; Staff Vice President Human
Resources March 1992 -- May 1993; Division Vice President Human Resources of
General Dynamics Services Company July 1991 -- March 1992; Division Vice President
Human Resources of the company's Data Systems Division November 1988 -- July 1991 49
E. Alan Klobasa -- Staff Vice President and Secretary since March 1992;
Secretary September 1987 -- March 1992 47
Michael J. Mancuso -- Vice President and Chief Financial Officer since November 1994;
Vice President and Controller May 1994 -- November 1994;
Division Vice President and Controller of the company's Land Systems Division September
1993 -- May 1994; Vice President and Controller - Commercial Engine Business, Pratt & Whitney,
United Technologies Corporation (UTC) July 1992 -- September 1993; Vice President - Finance
and Administration, Hamilton Standard, UTC August 1989 -- July 1992 52
John W. Schwartz -- Staff Vice President and Controller since November 1994;
Corporate Director of Accounting July 1992 -- November 1994; Vice President
- Corporate Accounting of MNC Financial, Inc. 1988 -- June 1992 38
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AGE AT
DECEMBER 31
NAME, POSITION AND OFFICE 1994
------------------------- -----------
Henry J. Sechler -- Vice President International Business Development since August 1991;
Staff Vice President International Business Development 1985 -- August 1991 62
Roger E. Tetrault --Vice President of the company and President of the company's Land Systems
Division since April 1993; Vice President of the company and President of the company's
Electric Boat Division August 1992 -- April 1993; Vice President of the company and
General Manager of the company's Electric Boat Division August 1991 -- August 1992;
Vice President and Group Executive of Babcock and Wilcox 1990 -- 1991 53
James E. Turner, Jr. -- Executive Vice President of the company and President of the company's
Electric Boat Division since April 1993; Executive Vice President of the company and General
Manager of the company's Electric Boat Division February 1991 -- April 1993; Vice President of
the company and General Manager of the company's Electric Boat Division September 1988 --
February 1991 60
All executive officers of the company are elected annually. There are no family
relationships, as defined, among any of the above executive officers. No
executive officer of the company was selected pursuant to any arrangement or
understanding between the officer and any other person.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
General Dynamics Corporation common stock is listed on the New York
Stock Exchange, Chicago Stock Exchange and Pacific Stock Exchange.
The high and low market price of General Dynamics Corporation common
stock and the cash dividends declared for each quarterly period within the two
most recent fiscal years are included in Note T to the Consolidated Financial
Statements appearing on page 32 of the company's 1994 Shareholder Report,
included in this Form 10-K -- Annual Report as Exhibit 13, and incorporated
herein by reference.
There were 23,935 common shareholders of record of General Dynamics
Corporation common stock at December 31, 1994.
ITEM 6. SELECTED FINANCIAL DATA
The information appearing on pages 14 through 18 and 34 of the 1994
Shareholder Report, included in this Form 10-K -- Annual Report as Exhibit 13,
is incorporated herein by reference in response to this item.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information appearing on pages 14 through 18 of the 1994
Shareholder Report, included in this Form 10-K -- Annual Report as Exhibit 13,
is incorporated herein by reference in response to this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information appearing on pages 19 through 34 of the 1994
Shareholder Report, included in this Form 10-K -- Annual Report as Exhibit 13,
is incorporated herein by reference in response to this item.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
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PART III
The information required to be set forth herein, Item 10, "Directors
and Executive Officers of the Registrant," Item 11, "Executive Compensation,"
Item 12, "Security Ownership of Certain Beneficial Owners and Management," and
Item 13, "Certain Relationships and Related Transactions," except for a list of
the Executive Officers which is provided in Part I of this report, is included
in the company's definitive Proxy Statement pursuant to Regulation 14A, which
is incorporated herein by reference, to be filed with the Securities and
Exchange Commission no later than 120 days after the close of the fiscal year
ended December 31, 1994.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The Report of Independent Public Accountants and Consolidated
Financial Statements appearing in the 1994 Shareholder report on the pages
listed in the following index are included in this Form 10-K -- Annual Report as
Exhibit 13 and are incorporated herein by reference.
Page of
Shareholder
Report
------------
Report of Independent Public Accountants 33
Consolidated Financial Statements:
Consolidated Statement of Earnings 19
Consolidated Balance Sheet 20
Consolidated Statement of Cash Flows 21
Consolidated Statement of Shareholders' Equity 22
Notes to Consolidated Financial Statements (A to T) 23 - 32
2. Financial Statement Schedules
No schedules are submitted because they are either not
applicable or not required, or because the required information is included in
the financial statements or the notes thereto.
3. Exhibits--See Index on pages 9 and 10.
(b) Reports on Form 8-K
On December 12, 1994, the company reported to the Securities and
Exchange Commission that on December 9, 1994, the United States Court of
Federal Claims filed an order in the matter of McDonnell Douglas Corporation
and General Dynamics Corporation vs. United States of America which vacated the
U.S. Navy's termination of the company's A-12 contract for default, finding
that the A-12 contract was not terminated for contractor default, but because
the Office of the Secretary of Defense withdrew support and funding from the
A-12.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) 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
Staff Vice President and Controller
March 9, 1995
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS REPORT HAS BEEN SIGNED BELOW ON MARCH 9, 1995, BY THE FOLLOWING PERSONS
ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED, INCLUDING A
MAJORITY OF THE DIRECTORS.
Nicholas D. Chabraja Director
James S. Crown Director
Lester Crown Director
Charles H. Goodman Director
Michael J. Mancuso Vice President and Chief Financial Officer
(Principal Financial Officer)
James R. Mellor Chief Executive Officer and Director
(Principal Executive Officer)
Allen E. Puckett Director
Bernard W. Rogers Director
John W. Schwartz Staff Vice President and Controller
(Principal Accounting Officer)
Carlisle A. H. Trost Director
By: /s/ E. Alan Klobasa
-------------------
E. Alan Klobasa
Attorney-in-Fact
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INDEX TO EXHIBITS
Note Exhibit
Number Number Description
- - ------ ------ -----------
(9) 3-1A --Restated Certificate of Incorporation, effective May 21, 1991
3-2B --Bylaws as amended effective May 4, 1994
(1) 10-1A --Amendment of Mining Leases between American National Bank and Trust
of Chicago, Trustee, and La Salle National Bank, Trustee, to Freeman Coal Mining
Corporation, dated January 1, 1960
(1) 10-1B --Amendatory Agreement between Freeman United Coal Mining Company and American
National Bank and Trust Company, as Trustee, and La Salle National Bank, as Trustee,
dated January 1, 1975
(4) 10-3 --Facilities Contract N-00024-87-E-5409 between the United States and the company as
amended, relating to facilities at Pomona, California, dated March 13, 1987
(6) 10-3A --Modifications #A0013, A0014, P00001 to Facilities Contract N00024-87-E-5409
(1) 10-4A --Facilities Contract F33657-83-E-2119 between the United States and the company, as
amended, relating to Air Force Plant 19, San Diego, California, dated July 1, 1983
(8) 10-4B --Modification #P00014 to Facilities Contract F33657-83-E-2119
(1) 10-4C --Lease between San Diego Unified Port District and the company relating
to facilities at Lindbergh Field, San Diego, California, dated October 9, 1979
(1) 10-4D --Lease Amendment between San Diego Unified Port District and the company relating to
facilities at Lindbergh Field, San Diego, California, dated August 2, 1983
(5) 10-6A --General Dynamics Corporation Incentive Compensation Plan adopted February 3, 1988,
approved by the shareholders on May 4, 1988
(8) 10-6B --General Dynamics Corporation Incentive Compensation Plan (as amended),
approved by shareholders on May 1, 1991
(3) 10-7C-2 --Facilities Contract DAAE07-83-E-A001 dated August 29, 1983, and
1984 modifications between the company's General Dynamics Land
Systems Inc. subsidiary and the United States relating to Government
owned facilities and equipment located at the company's facility at
Sterling Heights, Michigan
(2) 10-7D --Facilities Contract DAAE07-83-E-A007 dated January 29, 1983, between
the company's General Dynamics Land Systems Inc. subsidiary and the
United States relating to Government-owned facilities at the Scranton
Defense Plant, Eynon, Pennsylvania
(8) 10-7E --Facilities Contract DAAE07-90-E-A001 dated June 24, 1990, between the company's General Dynamics
Land Systems Inc. subsidiary and the United States relating to the company's facilities at the Lima
Army Tank Plant, Lima, Ohio
(8) 10-7F --Facilities Contract DAAE07-91-E-A002 dated December 21, 1990, between the company's
General Dynamics Land Systems Inc. subsidiary and the United States relating to the
company's facilities at the Detroit Arsenal Tank Plant, Warren, Michigan
10-8B --General Dynamics Corporation Retirement Plan for Directors adopted March 6, 1986, as amended May 5,
1993
(7) 10-13 --Indenture of Lease dated January 1, 1986, by and between State of Rhode Island and
Providence Plantations and Rhode Island Port Authority and Economic Development
Corporation and the company
(7) 10-14 --Lease Agreement dated November 28, 1978, as amended January 15, 1989, between
Rhode Island Port Authority and Economic Development Corporation and the company
(10) 10-18 --Employment Agreement between the company and James R. Mellor dated as of
March 17, 1993
(10) 10-19 --Separation Agreement between the company and Lester Crown dated as of
March 15, 1993
(10) 10-22 --Form of Agreement entered into in 1993 between the company and Corporate Officers who
were being retained in employment with the company
(11) 10-23 --Employment agreement between the company and Nicholas D. Chabraja, dated
February 3, 1993, as amended December 22, 1993
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Note Exhibit
Number Number Description
- - ------ ------ -----------
11 --Statement re computation of per share earnings
13 --1994 Shareholder Report (pages 14-34)
21 --Subsidiaries
23 --Consent of Independent Public Accountants
24-A --Power of Attorney of the Board of Directors
24-B --Power of Attorney of Michael J. Mancuso, Principal Financial Officer
and John W. Schwartz, Principal Accounting Officer
27 --Financial Data Schedule
NOTES
(1) Filed as an exhibit to the company's annual report on Form 10-K for
the year ending December 31, 1980, and filed with the Commission March
31, 1981, and incorporated herein by reference.
(2) Filed as an exhibit to the company's annual report on Form 10-K for
the year ending December 31, 1982, and filed with the Commission March
30, 1983, and incorporated herein by reference.
(3) Filed as an exhibit to the company's annual report on Form 10-K for
the year ending December 31, 1984, and filed with the Commission April
1, 1985, and incorporated herein by reference.
(4) Filed as an exhibit to the company's annual report on Form 10-K for
the year ending December 31, 1986, and filed with the Commission March
31, 1987, and incorporated herein by reference.
(5) Filed as an exhibit to the company's annual report on Form 10-K for
the year ending December 31, 1987, and filed with the Commission March
17, 1988, and incorporated herein by reference.
(6) Filed as an exhibit to the company's annual report on Form 10-K for
the year ending December 31, 1988, and filed with the Commission March
23, 1989, and incorporated herein by reference.
(7) Filed as an exhibit to the company's annual report on Form 10-K for
the year ending December 31, 1989, and filed with the Commission March
30, 1990, and incorporated herein by reference.
(8) Filed as an exhibit to the company's annual report on Form 10-K for
the year ending December 31, 1990, and filed with the Commission March
29, 1991, and incorporated herein by reference.
(9) Filed as an exhibit to the company's annual report on Form 10-K for
the year ending December 31, 1991, and filed with the Commission March
26, 1992, and incorporated herein by reference.
(10) Filed as an exhibit to the company's annual report on Form 10-K for
the year ending December 31, 1992, and filed with the Commission March
30, 1993, and incorporated herein by reference.
(11) Filed as an exhibit to the company's annual report on Form 10-K for
the year ending December 31, 1993, and filed with the Commission
March 29, 1994, and incorporated herein by reference.
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