-----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, EUDE2r4Jjyar/y6yTK6fzhlilaN3DcNLxAeLKjzSGYCxshs33lQCPcmnEH80r/e7 98Q0O26kzOePQjhDG51mWw== 0000895345-99-000445.txt : 19990810 0000895345-99-000445.hdr.sgml : 19990810 ACCESSION NUMBER: 0000895345-99-000445 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990809 SUBJECT COMPANY: 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: SC 13G SEC ACT: SEC FILE NUMBER: 005-14326 FILM NUMBER: 99680817 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GULFSTREAM PARTNERS II LP CENTRAL INDEX KEY: 0001032592 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O FORSTMANN LITTLE & CO STREET 2: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 MAIL ADDRESS: STREET 1: C/O FORSTMANN LITTLE & CO STREET 2: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G 1 ------------------------ OMB APPROVAL ------------------------ OMB Number:3235-0145 Expires: August 31, 1999 Estimated average burden hours per response......14.90 ------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* General Dynamics Corporation - --------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $1.00 - --------------------------------------------------------------------------- (Title of Class of Securities) 369550108 - --------------------------------------------------------------------------- (CUSIP Number) July 30, 1999 - --------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. CUSIP No. 369550108 13G Page 2 of 10 Pages 1 NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership-IV 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5 SOLE VOTING POWER SHARES 10,265,915 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH None REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 10,265,915 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,265,915 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 369550108 13G Page 3 of 10 Pages 1 NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gulfstream Partners 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5 SOLE VOTING POWER SHARES 2,674,325 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH None REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 2,674,325 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,674,325 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.3% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 369550108 13G Page 4 of 10 Pages 1 NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gulfstream Partners II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5 SOLE VOTING POWER SHARES 3,614,135 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH None REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 3,614,135 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,614,135 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.8% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1745 (2-95) ITEM 1(A). Name of Issuer General Dynamics Corporation ITEM 1(B). Address of Issuer's Principal Executive Offices 3190 Fairview Park Drive Falls Church, Virginia 22042-4253 ITEM 2(A). Name of Persons Filing This Schedule 13G is filed by (i) Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership-IV ("MBO-IV"), (ii) Gulfstream Partners and (iii) Gulfstream Partners II, L.P. ITEM 2(B). Address of Principal Business Office or if None, Residence The address of the principal business office of each Reporting Person is: c/o Forstmann Little & Co. 767 Fifth Avenue New York, New York 10153 ITEM 2(C). Citizenship MBO-IV, Gulfstream Partners and Gulfstream Partners II, L.P. are each New York limited partnerships ITEM 2(D). Title of Class of Securities The Securities to which this statement relates are shares of Common Stock, par value $1.00 per share, of the Issuer ("Common Stock"). ITEM 2(E). CUSIP Number The CUSIP Number for the Common Stock is 369550108. ITEM 3. If this statement is filed pursuant to ss. ss. 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: (a) |_| Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) |_| Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) |_| An investment adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E); (f) |_| An employee benefit plan or endowment fund in accordance with ss. 240.13d-1(b)(ii)(F); (g) |_| A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G); (h) |_| A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) (j) |_| Group in accordance with ss.240.13d-1(b)(l)(ii)(J). None of the options apply. This Amendment No. 2 to the Schedule 13G is being filed pursuant to Rule 13d-1(d). ITEM 4. Ownership The shares of Common Stock were acquired by the reporting persons in exchange for an equal number of shares of common stock of Gulfstream Aerospace Corporation ("Gulfstream") upon the merger (the "Merger") of a wholly owned subsidiary of the Issuer into Gulfstream on July 30, 1999. In the Merger, options to acquire shares of common stock of Gulfstream were converted into options to acquire an equal number of shares of Common Stock. (1) MBO-IV: (a) Amount Beneficially Owned MBO-IV, a New York limited partnership, directly owns 10,265,915 shares of Common Stock. FLC XXIX, L.P., a New York limited partnership having its principal business office at the address set forth in response to Item 2(b) of this statement, is the general partner of MBO-IV and, accordingly, may be deemed to share beneficial ownership of these shares of Common Stock, but specifically disclaims any such beneficial ownership pursuant to Rule 13d-4. Theodore J. Forstmann, Nicholas C. Forstmann, Steven B. Klinsky, Sandra J. Horbach, Winston W. Hutchins, Thomas H. Lister and Erskine B. Bowles, each a United States citizen with his or her principal place of business at the address set forth in response to Item 2(b) of this statement, are the general partners of FLC XXIX, L.P. and (other than Ms. Horbach, Mr. Lister and Mr. Bowles, who do not have any voting or investment power with respect to, or any economic interest in the shares of Common Stock owned by MBO-IV) may be deemed to share beneficial ownership of these shares of Common Stock. All the general partners of FLC XXIX, L.P. specifically disclaim any such beneficial ownership pursuant to Rule 13d-4. Theodore J. Forstmann and Sandra J. Horbach hold stock options, granted by Gulfstream and currently exercisable, for 108,594 shares of Common Stock and 21,719 shares of Common Stock, respectively (which amounts are not included in the amount owned by MBO-IV). Under Rule 13d-3, Mr. Forstmann and Ms. Horbach are deemed to be the beneficial owners of the shares of Common Stock issuable pursuant to the respective options they hold. (b) Percent of Class The Shares of Common Stock owned by MBO-IV represent approximately 5% of the outstanding Common Stock. (c) Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote - 10,265,915. (ii) Shared power to vote or to direct the vote - None. (iii) Sole power to dispose or to direct the disposition of - 10,265,915. (iv) Shared power to dispose or to direct the disposition of - None. (2) Gulfstream Partners: (a) Amount Beneficially Owned Gulfstream Partners, a New York limited partnership, directly owns 2,674,325 shares of Common Stock. FLC XXI Partnership, a New York general partnership having its principal business office at the address set forth in response to Item 2(b) of this statement, is the general partner of Gulfstream Partners and, accordingly, may be deemed to share beneficial ownership of these shares of Common Stock, but specifically disclaims any such beneficial ownership pursuant to Rule 13d-4. Wm. Brian Little, Nicholas C. Forstmann, Steven B. Klinsky, Winston W. Hutchins, John A. Sprague, Wm. Brian Little IRA, Winston W. Hutchins IRA, John A. Sprague IRA and TJ/JA L.P., a Delaware limited partnership, are the general partners of FLC XXI Partnership and may be deemed to share beneficial ownership of these shares of Common Stock, but specifically disclaim any such beneficial ownership pursuant to Rule 13d-4. Wm. Brian Little, Nicholas C. Forstmann, Steven B. Klinsky, Winston W. Hutchins and John A. Sprague, is each a United States citizen. Messrs. Forstmann's, Klinsky's and Hutchins' principal place of business is the address set forth in response to Item 2(b) of this statement. Mr. Little's address is 630 Fifth Avenue, 26th Floor, New York, New York 10111. Mr. Sprague's address is 30 Rockefeller Plaza, 45th Floor, New York, New York 10112. Wm. Brian Little is the sole owner of Wm. Brian Little IRA, his individual retirement account. Winston W. Hutchins is the sole owner of Winston W. Hutchins IRA, his individual retirement account. John A. Sprague is the sole owner of John A. Sprague IRA, his individual retirement account. Theodore J. Forstmann, a United States citizen whose principal place of business is at the address set forth in response to Item 2(b) of this statement is the general partner of TJ/JA L.P. Theodore J. Forstmann holds stock options, granted by Gulfstream and currently exercisable, for 108,594 shares of Common Stock (which amount is not included in the amount owned by Gulfstream Partners). Under Rule 13d-3, Mr. Forstmann is deemed to be the beneficial owner of the shares of Common Stock issuable pursuant to the options he holds. (b) Percent of Class The shares of Common Stock owned by Gulfstream Partners represents approximately 1.3% of the outstanding Common Stock. (c) Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote - 2,674,325. (ii) Shared power to vote or to direct the vote - None. (iii) Sole power to dispose or to direct the disposition of - 2,674,325. (iv) Shared power to dispose or to direct the disposition of - None. (3) Gulfstream Partners II, L.P.: (a) Amount Beneficially Owned Gulfstream Partners II, L.P., a New York limited partnership, directly owns 3,614,135 shares of Common Stock. FLC XXIV Partnership, a New York general partnership having its principal business office at the address set forth in response to Item 2(b) of this statement, is the general partner of Gulfstream Partners II, L.P. and, accordingly, may be deemed to share beneficial ownership of these shares of Common Stock, but specifically disclaims any such beneficial ownership pursuant to Rule 13d-4. Theodore J. Forstmann, Nicholas C. Forstmann, Wm. Brian Little, John A. Sprague, Steven B. Klinsky, Sandra J. Horbach and Winston W. Hutchins, each a United States citizen are the general partners of FLC XXIV Partnership and may be deemed to share beneficial ownership of these shares of Common Stock, but specifically disclaim any such beneficial ownership pursuant to Rule 13d-4. The principal place of business for each of the general partners of Gulfstream Partners II, L.P., other than Messrs. Little and Sprague, is set forth in response to Item 2(b). Messrs. Little's and Sprague's addresses are set forth in paragraph 2(a) of the response to Item 4 of this statement. Theodore J. Forstmann and Sandra J. Horbach hold stock options, granted by Gulfstream and currently exercisable, for 108,594 shares of Common Stock and 21,719 shares of Common Stock, respectively (which amounts are not included in the amounts owned by Gulfstream Partners II, L.P.). Under Rule 13d-3, Mr. Forstmann and Ms. Horbach are deemed to be the beneficial owners of the shares of Common Stock issuable pursuant to the respective options they hold. (b) Percent of Class The shares of Common Stock owned by Gulfstream Partners II, L.P. represent approximately 1.5% of the outstanding Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote - 3,614,135. (ii) Shared power to vote or to direct the vote - None. (iii) Sole power to dispose or to direct the disposition of - 3,614,135. (iv) Shared power to dispose or to direct the disposition of - None. ITEM 5. Ownership of Five Percent or Less of a Class Not Applicable. ITEM 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable. ITEM 7. Identification and Classification of the Subsidiary which Acquired the Security being Reported on by the Parent Holding Company Not Applicable. ITEM 8. Identification and Classification of Members of the Group Not Applicable. ITEM 9. Notice of Dissolution of Group Not Applicable. ITEM 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 9, 1999 Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership-IV By: FLC XXIX, L.P. General Partner By: /s/ Winston W. Hutchins ----------------------------- Winston W. Hutchins General Partner Dated: August 9, 1999 Gulfstream Partners By: FLC XXI Partnership, L.P. General Partner By: /s/ Winston W. Hutchins ----------------------------- Winston W. Hutchins General Partner Dated: August 9, 1999 Gulfstream Partners II, L.P. By: FLC XXIV Partnership General Partner By: /s/ Winston W. Hutchins ----------------------------- Winston W. Hutchins General Partner -----END PRIVACY-ENHANCED MESSAGE-----