GENERAL DYNAMICS CORP — Regulatory Filings 2003

Jun 9, 2003

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant o Filed by a Party other than the Registrant ý Check the appropriate box:

o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Additional Materials ý Soliciting Material Pursuant to §240.14a-12

VERIDIAN CORPORATION

(Name of Registrant as Specified In Its Charter)

GENERAL DYNAMICS CORPORATION

(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

ý No fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

o Fee paid previously with preliminary materials.

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

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3190 Fairview Park Drive Falls Church, VA 22042-4523 www.generaldynamics.com
June 9, 2003 Contact: Norine Lyons Tel 703 876 3190 Fax 703 876 3186 nlyons@generaldynamics.com

| General Dynamics to Acquire Veridian Corp. for $1.5 Billion |
| --- |
| Transaction will be accretive to earnings and cash flow;
bolsters Information Systems and Technology group’s customer base |
| FALLS CHURCH, Va. – General Dynamics (NYSE: GD) and Veridian Corporation
(NYSE:
VNX) have entered into a definitive agreement for General Dynamics to
acquire Veridian;
General Dynamics will offer $35 in cash for each outstanding Veridian
share. With the
assumption of Veridian’s $270 million of debt, the cost of the transaction
would be approximately
$1.5 billion. |
| The proposed acquisition, which would be immediately accretive to General
Dynamics’ earnings
and cash flow, has been approved by the boards of directors of both
companies. Subject to an
affirmative vote by Veridian shareholders and normal regulatory approvals,
the transaction is
expected to close by the end of the third quarter of 2003. |
| Veridian, headquartered in Arlington, Virginia, has more than 7,300
employees in 38 states. The
company anticipates 2003 sales of approximately $1.2 billion, and has a
current business backlog
of $2.6 billion. General Dynamics estimates Veridian revenues of $1.4
billion in 2004. |
| “This superb company significantly broadens our Information Systems and
Technology group’s
customer base within the defense and intelligence arenas, and gives us a
strong and well-established presence throughout our nation’s federal, state and local
emergency response
communities,” said Nicholas D. Chabraja, General Dynamics chairman and
CEO. “Veridian has |

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| grown dramatically in the past 12 months, and we believe it will reach its
full potential as part of
General Dynamics. It has talented, innovative employees and a fine
reputation as a leading
provider of mission critical information-based systems, integrated
solutions and services.” |
| --- |
| Veridian’s capabilities include network security and enterprise
protection; intelligence,
surveillance and reconnaissance; knowledge discovery and decision support;
information systems
development and integration; chemical, biological and nuclear detection;
network and enterprise
management; and large-scale systems engineering expertise. More than 75
percent of Veridian’s
employees hold national security clearances. |
| David H. Langstaff, president and CEO of Veridian, said, “Veridian is
known for its outstanding
customer service, overall excellence, and the commitment and high
standards our employees bring
to their work every day. We have established a reputation for integrity
and responsibility as we
support the mission-critical needs of our national security customers.
The acquisition by General
Dynamics not only provides significant value for our shareholders, but it
enables Veridian to
become an even more significant force in its markets. We will be able to
invest more aggressively
in many of the innovative technologies and capabilities for which we are
known, provide a
stronger future for our employees as well as broader offerings to our
customers, and continue to
make a difference in areas that matter for our country.” |
| Senior management from both companies will discuss the transaction and
answer questions from
investors and financial analysts at 10:30 on Tuesday morning, June 10,
2003. Information about
how to access the call – which will be webcast — will be announced later
today. |
| General Dynamics, headquartered in Falls Church, Virginia, employs
approximately 57,000
people worldwide and estimates 2003 revenues of $15 billion. The company
has leading market
positions in mission-critical information systems and technologies, land
and amphibious combat
systems, shipbuilding and marine systems, and business aviation. More
information about the
company can be found on the World Wide Web at www.generaldynamics.com. |

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| This announcement is neither a solicitation of a proxy, an offer to
purchase, nor a solicitation of an offer to
sell shares of Veridian Corporation. Veridian Corporation will file and
deliver all proxy statements, and
Veridian Corporation and General Dynamics Corporation will file and
deliver all other forms, notices and
documents required under state and federal law with respect to the merger.
Veridian Corporation will be
filing preliminary proxy materials with the Securities and Exchange
Commission. Upon expiration of the
waiting period required under the federal securities laws to permit the
SEC to review and comment upon the
preliminary proxy materials, Veridian Corporation will call a special
meeting of its stockholders to vote on
the merger and will file with the SEC and mail the definitive proxy
materials to its stockholders. The
definitive proxy materials will contain important information regarding
the merger, including, among other
things, the recommendation of Veridian Corporation’s board of directors in
respect of the merger.
Stockholders of Veridian Corporation are advised to read the definitive
proxy materials, including the proxy
statement and the Agreement and Plan of Merger, before making any
decisions regarding the merger.
Copies of the definitive proxy materials, and any amendments or
supplements thereto, may be obtained
without charge at the SEC’s website at www.sec.gov or at Veridian
Corporation’s website at
www.veridian.com as they become available. |
| --- |
| Any “forward looking statements” contained in this press release are made
pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. For
more information, see Forward
Looking Statement on the General Dynamics web site. |

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