National Steel & Shipbuilding S3MEF Registration of additional securities for an S-3

As filed with the Securities and Exchange Commission on August 11, 2003

No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

General Dynamics Corporation*

(Exact name of Registrant as specified in its charter)

Delaware		13-1673581
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3190 Fairview Park Drive

Falls Church, VA 22042-4523

(703) 876-3000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David A. Savner, Esq.

Senior Vice President and General Counsel

3190 Fairview Park Drive

Falls Church, VA 22042-4523

(703) 876-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Donald E. Batterson, Esq.

Jenner & Block, LLC

One IBM Plaza

Chicago, IL 60611

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x No. 333-104293

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)(2)		Proposed Maximum Aggregate Offering Price (1)(2)		Proposed Maximum Aggregate Offering Price (1)(3)	Amount of Registration Fee (4)
Debt Securities of General Dynamics Corporation
Guarantees of Debt Securities of General Dynamics Corporation (5)
Total	$	100,000,000	100	%	$100,000,000	$8,090

(1)

In no event will the aggregate initial offering price of the registered securities issued under this registration statement exceed $100,000,000. Such amount represents the principal amount of any debt securities issued at their principal amount, or, if any debt securities are issued at an original issue discount, the issue price rather than the principal amount of any debt securities issued at an original issue discount.

(2)

Not specified with respect to each class of securities being registered under this registration statement pursuant to General Instruction II.D of Form S-3.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) and exclusive of accrued interest and dividends, if any.

(4)

Pursuant to Rule 457(o), the registration fee is calculated on the maximum offering price of all securities listed, and the table does not specify information by each class about the amount to be registered.

(5)

No separate consideration will be received for any guarantees. Pursuant to Rule 457(n), no separate fee is required to be paid in respect of guarantees of the debt securities which are being registered concurrently.

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

*TABLE OF ADDITIONAL REGISTRANTS

Exact name of Registrant as specified in its charter	State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification No.	Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices
American Overseas Marine Corporation	Delaware	42-1273477	116 East Howard Street Quincy, MA 02169-8712 (617) 786-8300
Bath Iron Works Corporation	Maine	39-1343528	700 Washington Street Bath, ME 04530 (207) 443-3311
Electric Boat Corporation	Delaware	51-0369496	75 Eastern Point Road Groton, CT 06340-4989 (860) 433-3000
General Dynamics Armament and Technical Products, Inc.	Delaware	54-1828437	Lakeside Avenue Burlington, VT 05401 (802) 657-6000
General Dynamics Government Systems Corporation	Delaware	16-1190245	3190 Fairview Park Drive Falls Church, VA 22042-4523 (703) 876-3000
General Dynamics Land Systems Inc.	Delaware	54-0582680	P.O. Box 2074 Warren, MI 48090-2074 (586) 825-4000
General Dynamics Ordnance and Tactical Systems, Inc.	Virginia	06-1458069	10101 9th Street North St. Petersburg, FL 33716 (727) 578-8100
Gulfstream Aerospace Corporation	Delaware	13-3554834	500 Gulfstream Road Savannah, GA 31408 (912) 965-3000
Material Service Resources Company	Delaware	36-3817444	222 North LaSalle Street Chicago, IL 60601-1090 (312) 372-3600
National Steel and Shipbuilding Company	Nevada	95-2076637	P.O. Box 85278 San Diego, CA 92186-5278 (619) 544-3400

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (File No. 333-104293) filed by General Dynamics Corporation with the Securities and Exchange Commission (the “Commission”) on April 3, 2003, which was declared effective by the Commission on May 5, 2003, including the exhibits thereto, are incorporated by reference into this Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits.

All exhibits filed with or incorporated by reference in Registration Statement No. 333-104293, including without limitation the Power of Attorney with respect to General Dynamics Corporation (Exhibit 24.1) and Power of Attorney with respect to the Guarantors (Exhibits 24.2 through 24.11) are incorporated by reference into, and shall be deemed part of, this Registration Statement, except the following which are filed herewith:

Exhibit No.		Description

5		Opinion of Jenner & Block, LLC

23.1		Consent of Jenner & Block, LLC (included in Exhibit 5)

23.2		Consent of KPMG

24.1		Power of Attorney with respect to General Dynamics Corporation, directors William P. Fricks and Jay L. Johnson

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, General Dynamics Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on August 11, 2003.

						GENERAL DYNAMICS CORPORATION

						By:		/s/ DAVID A. SAVNER
								David A. Savner
								Senior Vice President and General Counsel