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
Filed by the Registrant ¨ Filed by a Party other than the Registrant x
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| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| x | Soliciting Material Pursuant to §240.14a-12 |
ANTEON INTERNATIONAL CORPORATION
(Name of Registrant as Specified In Its Charter)
GENERAL DYNAMICS CORPORATION
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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 Acquisition of Anteon International Corporation Investor Presentation New York City Nicholas D. Chabraja December 14, 2005 GENERAL DYNAMICS |
 December 14, 2005 GENERAL DYNAMICS 2 General Dynamics cautions that “Forward-Looking Statements” in this presentation as to future results of operations and financial projections reflect the Company’s views, but are necessarily subject to risks and uncertainties, and no assurances can be given that such expressed or implied results will be achieved. A more complete expression of these risks and uncertainties is contained in the Company’s filings with the Securities and Exchange Commission, and you are encouraged to review these files, of which the Form 10-K and Forms 10-Q may be of particular interest. Forward-Looking Statement |
 December 14, 2005 GENERAL DYNAMICS 3 $55.50 per share in cash + $100 Million net debt Subject to Anteon shareholder vote and normal regulatory approvals Expected to close in 2Q 2006 Accretive to earnings Anteon International Corporation Acquisition Total Value = $2.2 Billion |
 December 14, 2005 GENERAL DYNAMICS 4 Prime on ~ 85% of contracts Total backlog ~ $6.6 billion 9,500 employees 6,200 employees hold a security clearance Anteon Overview |
 December 14, 2005 GENERAL DYNAMICS 5 Estimates for 2006: Sales ~ $1.72 Billion EBITDA ~ $170 Million Anteon Financial Objectives |
 December 14, 2005 GENERAL DYNAMICS 6 Price / Estimated 2006 Sales ~ 1.3 X Price / Estimated 2006 EBITDA ~ 13.1 X General Dynamics-Anteon Transaction Metrics |
 December 14, 2005 GENERAL DYNAMICS 7 Combination generates the breadth and scale needed to meet expanding mission requirements Common culture: Strong focus on customer Commitment to employees Superb Fit With General Dynamics IS&T |
 December 14, 2005 GENERAL DYNAMICS 8 High-end skills complement General Dynamics’ capabilities Enterprise architecture Integration and application development Modeling, simulation and training Life cycle support and outsourcing 90% of revenue comes from Defense, Intelligence and Homeland Security customers Anteon Competencies Complement IS&T |
 December 14, 2005 GENERAL DYNAMICS 9 Provides solid growth potential in IT services and C4ISR Brings domain expertise in Mission IT solutions Mission IT bridges the gap between General Dynamics’ Enterprise IT services and C4ISR Gives customers an additional first tier provider Combination Enhances IS&T Growth Potential |
 December 14, 2005 GENERAL DYNAMICS 10 Extends General Dynamics reach within: Department of Defense (39% sales from Navy; 28% from Army) Intelligence community Homeland security agencies National Missile Defense program Logistics modernization Anteon Customer Base Complements IS&T |
 December 14, 2005 GENERAL DYNAMICS 11 GD + Anteon = Seamless Edge to Edge IT From the Strategic, Sustaining Base to the Battlefield • Business Consulting • Systems Requirements Analysis People and Process People and Process IT Management & Outsourcing IT Management & Outsourcing • Maintenance & Logistics • Staffing & Help Desk • Software Hosting & Business Process Outsourcing • Network Operations Equipment & Networks Equipment & Networks • Design & Engineering • Integration & Project Management • Equipment & Infrastructure Enterprise IT Enterprise IT C4ISR C4ISR Mission IT Mission IT Business Process Reengineering Systems Development Support Warfighter Tactics, Techniques & Procedures Enterprise Applications Analysis Tools Training Modeling & Simulation Command & Control Applications Network Infrastructure LANs, WANS, SANs Restricted Networks Battlespace Communications Systems IT Support Help Desk Systems Administration Contractor Logistics Support Logistics Modernization Integrated Battlespace Logistics Support Software Software • Installation • Development • Integration |
 December 14, 2005 GENERAL DYNAMICS 12 This announcement is neither a solicitation of a proxy, an offer to purchase, nor a solicitation of an offer to sell shares of Anteon International Corporation. Anteon International Corporation
will file and deliver all proxy statements, and Anteon International
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. Anteon International 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, Anteon International
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 Anteon International Corporation's board of directors in respect of the merger. Stockholders of Anteon International 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 Anteon International Corporation's website at
www.anteon.com as they become available. General Dynamics |