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GENERAL DYNAMICS ANNOUNCES SELF TENDER FOR APPROXIMATELY 30 PERCENT OF ITS STOCK

 GENERAL DYNAMICS ANNOUNCES SELF TENDER
 FOR APPROXIMATELY 30 PERCENT OF ITS STOCK
 FALLS CHURCH, Va., June 8 /PRNewswire/ -- General Dynamics Corporation (NYSE: GD) today announced that it will, this week, commence an offer to buy from its stockholders up to approximately 30 percent of the company's outstanding common stock. Under the terms of the offer, commonly called a "Dutch Auction Tender Offer," stockholders can specify a price not greater than $75.00 nor less than $65.375 per share at which they are willing to sell their shares. The company will then determine the lowest price within that range which will enable it to purchase 13 million shares, assuming at least that many shares have been properly tendered into the offer. Subject to possible proration, the company will then pay that single cash purchase price for all shares properly tendered at or below the purchase price. General Dynamics common stock closed at $65.375 per share on June 5, 1992, the last trading day prior to this announcement.
 Neither the company nor its board of directors is making any recommendation to stockholders as to whether to tender or refrain from tendering shares.
 In announcing the offer, General Dynamics Chairman and Chief Executive Officer William A. Anders said, "Over the past 18 months, our new management team has made enormous strides in creating a highly focused and financially strong company. As we move forward in our strategy to enhance shareholder value, we will continue to build on those operations best positioned to serve a significantly smaller future defense marketplace."
 "However, it is clear to us that our cash resources far exceed those needed to pursue opportunities within our core businesses and to keep them strong and viable. Accordingly, we believe that the best way to invest a significant portion of these funds is through the repurchase of General Dynamics stock. The repurchase permits stockholders to select a price within the range specified in the offer at which they are willing to sell shares. Conversely, stockholders can elect to retain their shares, thereby owning a proportionately larger position in the company after the close of the offer," Anders said.
 Various relatives, family partnerships and trusts associated with the Crown and Goodman families ("the Crown Stockholders") are the beneficial owners of approximately 22 with of the company's outstanding stock. In management's view, it would not be in the best interests of the company for the Crown Stockholders' beneficial ownership to exceed its current level. The company is informed that Lester Crown, James S. Crown, and Charles H. Goodman, who are members of the company's board of directors, share this view.
 The Crown Stockholders have informed the company that they will participate in the tender offer. They have indicated that they would have preferred to maintain approximately their current proportional interest in the company, but they have been advised that they will need to reduce their aggregate ownership interest by at least 20 percent to be certain of receiving capital gains tax treatment.
 Therefore, the Crown Stockholders have informed the company that they intend to tender collectively between 4.5 million and 4.9 million shares and expect to own approximately 15 percent of the company's outstanding shares after the repurchase has been completed.
 Management is pleased by the decision of the Crown Stockholders to retain a very substantial interest in the company and to continue their active support of its business. Anders further indicated that the company's officers and board members, including Lester Crown, James S. Crown and Charles H. Goodman, had elected not to sell any shares held by them individually.
 The offer will not be conditioned upon any minimum number of shares being tendered. The offer will, however, be subject to certain other conditions enumerated in the offer to purchase. Stockholders will be receiving copies of the offer to purchase and associated forms and instructions shortly.
 Goldman, Sachs & Co. will be the dealer managers and First Chicago Trust Company will be the depositary for the offer. Georgeson & Company Inc. will serve as the information agent.
 -0- 6/8/92
 /CONTACT: Ray Lewis, 703-876-3195, or Alvin A. Spivak,


703-876-3190, both of General Dynamics/
 (GD) CO: General Dynamics ST: Virginia IN: ARO SU:


DC -- DC005 -- 7801 06/08/92 10:13 EDT
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Publication:PR Newswire
Date:Jun 8, 1992
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