UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.
)*
AXSYS TECHNOLOGIES, INC.
Common Stock (par value, $0.01 per share)
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(Title of Class of Securities)
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054615109
David A. Savner, Esq.
Senior Vice President and General Counsel
General Dynamics Corporation
2941 Fairview Park Drive
Falls Church, Virginia 22042-4513
Telephone: (703) 876-3000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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June 4, 2009
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box:
¨
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
*
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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.
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The information required on the
remainder of this cover page shall not be deemed to be filed for 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).
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SCHEDULE 13D
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CUSIP No. 054615109
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Page
2
of 17
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1
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NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
General Dynamics Advanced Information Systems, Inc.
45-0484950
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
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(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (Not Applicable)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 SOLE VOTING POWER
0
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8 SHARED VOTING POWER
1,720,253
(See Note 1)
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,720,253
(See Note 1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7% (See Note 1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Note 1. Beneficial ownership of the Common Stock referred to herein is being reported hereunder solely because
General Dynamics Advanced Information Systems, Inc. may be deemed to beneficially own such shares as a result of the Voting Agreement and the limited proxy granted therein described in Item 5 hereof. Neither the filing of this statement on Schedule
13D nor any of its contents shall be deemed to constitute an admission by General Dynamics Advanced Information Systems, Inc. that it is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed (subject to the Voting Agreement and the limited proxy granted therein).
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SCHEDULE 13D
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CUSIP No. 054615109
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Page 3 of 17
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1
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NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
Vision Merger Sub, Inc.
27-0322265
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
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(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (Not Applicable)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 SOLE VOTING POWER
0
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8 SHARED VOTING POWER
1,720,253
(See Note 1)
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,720,253 (See Note 1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7% (See Note 1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Note 1. Beneficial ownership of the Common Stock referred to herein is being reported hereunder solely because
Vision Merger Sub, Inc. may be deemed to beneficially own such shares as a result of the Voting Agreement and the limited proxy granted therein described in Item 5 hereof. Neither the filing of this statement on Schedule 13D nor any of its contents
shall be deemed to constitute an admission by Vision Merger Sub, Inc. that it is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other
purpose, and such beneficial ownership is expressly disclaimed (subject to the Voting Agreement and the limited proxy granted therein).
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SCHEDULE 13D
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CUSIP No. 054615109
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Page
4
of 17
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1
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NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
General Dynamics Corporation
13-1673581
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (Not Applicable)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 SOLE VOTING POWER
0
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8 SHARED VOTING POWER
1,720,253
(See Note 1)
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,720,253 (See Note 1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7% (See Note 1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, HC
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Note 1. Beneficial ownership of the Common Stock referred to herein is being reported hereunder solely because
General Dynamics Corporation may be deemed to beneficially own such shares as a result of its ownership of 100% of the capital stock of General Dynamics Advanced Information Systems, Inc. and Vision Merger Sub, Inc. Neither the filing of this
statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by General Dynamics Corporation that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed (subject to the Voting Agreement and the limited proxy granted therein).
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SCHEDULE 13D
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CUSIP No. 054615109
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Page
5
of 17
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Item 1.
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Security and Issuer
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This statement on
Schedule 13D (this
Statement
) relates to the common stock, par value $0.01 per share (the
Common Stock
), of Axsys Technologies, Inc., a Delaware corporation (the
Company
). The principal
executive offices of the Company are located at 175 Capital Boulevard, Suite 103, Rocky Hill, Connecticut, United States.
Item 2.
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Identity and Background
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The names of the
persons filing this Statement are General Dynamics Corporation, a Delaware corporation (
Parent
), General Dynamics Advanced Information Systems, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Parent
(
GD AIS
), and Vision Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (
Merger Sub
, and together with Parent and GD AIS, the
Reporting Persons
).
Parent offers a broad portfolio of products and services in business aviation; combat vehicles, weapons systems, and munitions; shipbuilding design and construction; and information systems, technologies and services. GD AIS designs, develops,
manufactures, integrates, operates and maintains mission systems for defense, space, intelligence, surveillance, reconnaissance, homeland security and homeland defense customers. Merger Sub was formed solely for the sole purpose of merging with and
into the Company, as described in Item 4 below.
The address of the principal business and the principal office of each of GD AIS and
Merger Sub is 12450 Fair Lakes Circle, Fairfax, Virginia, United States. The address of the principal business and the principal office of Parent is 2941 Fairview Park Drive, Suite 100, Falls Church, Virginia, United States. The name, business
address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, and citizenship of each director and executive officer of each of the
Reporting Persons is set forth on Schedule A to this Statement.
During the last five years, none of the Reporting Persons nor, to the
Reporting Persons knowledge, any person named on Schedule A has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
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SCHEDULE 13D
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CUSIP No. 054615109
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Page
6
of 17
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Item 3.
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Source and Amount of Funds or Other Consideration
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In connection with an Agreement and Plan of Merger among GD AIS, Merger Sub and the Company, dated June 4, 2009 (the
Merger Agreement
), GD AIS and Merger Sub entered into a Voting Agreement, dated June 4,
2009 (the
Voting Agreement
), with Stephen W. Bershad (
Bershad
) and SWB Holding Corporation, a Delaware corporation (
Holding
and, together with Bershad, the
Stockholders
),
with respect to the transactions contemplated by the Merger Agreement. The shares of Common Stock to which this Statement relates have not been purchased by the Reporting Persons, and thus no funds were expended in connection with the Voting
Agreement. For a description of the Voting Agreement, see Item 5 below, which description is incorporated herein by reference in response to this Item 3.
Item 4.
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Purpose of the Transaction
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On June 4,
2009, GD AIS and Merger Sub entered into the Merger Agreement with the Company. Upon consummation of the transactions contemplated by the Merger Agreement, Merger Sub will be merged with and into the Company (the
Merger
) with the
Company surviving the Merger (the
Surviving Corporation
) as an indirect, wholly-owned subsidiary of Parent. Subject to certain exceptions described in the Merger Agreement, each outstanding share of Common Stock (including each
restricted share, whether vested or unvested) outstanding immediately prior to the effective time of the Merger will be converted into the right to receive $54.00 in cash, without interest. Each outstanding Company stock option (whether vested or
unvested) will be converted into the right to receive a cash payment equal to the excess, if any, of $54.00 over the exercise price of such option, without interest. No consideration will be payable in respect of any Company stock options with an
exercise price per share equal to or in excess of $54.00 as of immediately prior to the effective time of the Merger, and all such options will be cancelled automatically at the effective time of the Merger.
The Merger Agreement has been approved by the respective boards of directors of Parent, GD AIS, Merger Sub and the Company. Consummation of the Merger is
subject to customary conditions, including the approval of the Merger by shareholders representing a majority of the shares of Common Stock outstanding and entitled to vote and the receipt of necessary regulatory consents and approvals. Upon
consummation of the Merger, the officers and directors of Merger Sub will become the officers and directors of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified.
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SCHEDULE 13D
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CUSIP No. 054615109
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Page
7
of 17
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Upon consummation of the Merger, the Amended and Restated Certificate of Incorporation of the Company
will be amended to read in its entirety as set forth on Exhibit B of the Merger Agreement and, as so amended, will be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and applicable
law. Upon consummation of the Merger, the Bylaws of the Company will be amended to read in their entirety as the Bylaws of Merger Sub as in effect immediately prior to the consummation of the Merger. If the Merger is consummated, the Common Stock
will cease to be listed on the Nasdaq Global Select Market and will become eligible for termination of registration pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.
This summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Merger Agreement
which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 5.
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Interest in Securities of the Issuer
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In
connection with the Merger, Bershad (the Chief Executive Officer and Chairman of the board of directors of the Company) and Holding entered into the Voting Agreement with GD AIS and Merger Sub. Pursuant to the Voting Agreement, during the period
beginning on June 4, 2009 and ending on the earlier of (i) the effective time of the Merger or (ii) the termination of the Merger Agreement, the Stockholders have agreed, among other things, to vote their respective shares of Common
Stock in favor of approval of the Merger.
As a result of the execution of the Voting Agreement and the limited proxy granted therein, each
of GD AIS and Merger Sub may be deemed to beneficially own, and have shared voting power with respect to, the 1,720,253 shares of Common Stock beneficially owned by the Stockholders that are subject to the Voting Agreement, including 53,500 shares
of Common Stock underlying Company stock options (collectively, the
Subject Shares
), based on the Stockholders representations in the Voting Agreement. By virtue of its 100% ownership of the capital stock of GD AIS and
Merger Sub, Parent may also be deemed to beneficially own, and have shared voting power with respect to, the Subject Shares. Neither the filing of this Statement nor any of its contents will be deemed to constitute an admission by any of the
Reporting Persons that it is the beneficial owner of any of the Subject Shares referred to herein for any purpose, and such beneficial ownership is expressly disclaimed (subject to the Voting Agreement and the limited proxy granted therein).
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SCHEDULE 13D
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CUSIP No. 054615109
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Page
8
of 17
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The Subject Shares constitute approximately 14.7% of the issued and outstanding Common Stock, based
on the Companys representation in the Merger Agreement that there were 11,622,629 shares of Common Stock issued and outstanding as of the close of business on June 2, 2009. Pursuant to the Voting Agreement, if a Stockholder becomes the
beneficial owner of any additional shares of Common Stock or other securities of the Company that entitle the Stockholder to vote on the matters contemplated by the Voting Agreement (including pursuant to the exercise of any Company stock options),
then the terms of the Voting Agreement will apply to the additional shares of capital stock of the Company then held by the Stockholder. Accordingly, any such acquisition of shares of capital stock of the Company by either Stockholder may result in
the Reporting Persons being deemed to acquire beneficial ownership of additional securities of the Company.
Each of the Stockholders has
agreed (unless otherwise directed by GD AIS) to vote (or cause to be voted), at any stockholders meeting of the Company or any adjournment thereof or in any other circumstance in which its vote is sought or required, all of its Subject Shares
(a) in favor of the approval and adoption of the Merger Agreement and the approval of the Merger and (b) against (i) any Acquisition Proposal (as defined in the Merger Agreement); (ii) any action or agreement that would, or would
reasonably be expected to, result in a breach in any respect of any covenant, agreement, representation or warranty of the Company under the Merger Agreement; (iii) any extraordinary corporate transaction, such as a merger, consolidation or
other business combination involving the Company or any of its subsidiaries; (iv) any sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or
liquidation of the Company or its subsidiaries; (v) any change in the board of directors of the Company; (vi) any change in the present capitalization of the Company or any amendment of the Companys Certificate of Incorporation or
Bylaws; (vii) any other material change in the Companys corporate structure or business; or (viii) any other action that would, or would reasonably be expected to, in the case of the items listed in this paragraph, prevent, impede,
frustrate, interfere with, delay, postpone or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or that could facilitate an Acquisition Proposal or a Superior Proposal (in each case, as defined in the Merger
Agreement).
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SCHEDULE 13D
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CUSIP No. 054615109
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Page
9
of 17
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Each of the Stockholders also appointed GD AIS and Merger Sub during and for the term of the Voting
Agreement, as its true and lawful attorney-in-fact and proxy to vote, express consent or dissent, or otherwise utilize such voting power with respect to the Subject Shares in connection with any proposals relating to the actions described in the
immediately preceding paragraph. Except as stated in this paragraph and the immediately preceding paragraph, the Reporting Persons do not have the power to vote or to direct the voting of the Subject Shares, nor do they have the sole or shared power
to dispose or to direct the disposition of the Subject Shares.
Each of the Stockholders has agreed that, from June 4, 2009 and until
the earlier of the effective time of the Merger or the termination of the Merger Agreement, it will not, directly or indirectly: (i) sell, transfer or otherwise dispose of or encumber any of its Subject Shares (or any economic, voting or other
direct or indirect right, title or interest therein), including, in each case, by operation of law; (ii) deposit its Subject Shares into a voting trust, enter into any other voting agreement or arrangement with respect to its Subject Shares or
grant any proxy, power of attorney or other authorization or consent in or with respect to its Subject Shares; (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale,
transfer or disposition of, or encumbrance on, any interest in or the voting of any shares of Common Stock or any other securities of the Company (or any economic, voting or other direct or indirect right, title or interest therein), or any rights
with respect thereto; (iv) take any other action which would, or could reasonably be expected to, result in a diminution of the voting power represented by its Subject Shares or in any way restrict, limit or interfere in any material respect
with the performance of its obligations under the Voting Agreement; or (v) offer, commit or agree to take any of the foregoing actions.
This summary of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Voting Agreement which is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Except for the Voting Agreement, the Merger Agreement and the transactions contemplated by those agreements, none of the Reporting
Persons, nor to the Reporting Persons knowledge, any person named on Schedule A has effected any transaction in the Common Stock during the past 60 days. To the Reporting Persons knowledge, no person has the right to receive or power to
direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares, other than the Stockholders.
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SCHEDULE 13D
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CUSIP No. 054615109
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Page
10
of 17
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Other than as described in Items 4 and 5 and the agreements incorporated herein by reference and set forth as exhibits hereto, to the Reporting
Persons knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company,
including but not limited to transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.
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Materials to be Filed as Exhibits
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The
following documents are filed as exhibits:
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Exhibit No.
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Description
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99.1
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Agreement and Plan of Merger by and among General Dynamics Advanced Information Systems, Inc., Vision Merger Sub, Inc. and Axsys Technologies, Inc., dated as of June 4, 2009 (Incorporated by
reference to Exhibit 2.1 to the current report on Form 8-K of Axsys Technologies, Inc. filed on June 4, 2009)
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99.2
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Voting Agreement by and among General Dynamics Advanced Information Systems, Inc., Vision Merger Sub, Inc., Stephen W. Bershad and SWB Holding Corporation, dated as of June 4, 2009 (Incorporated
by reference to Exhibit 10.1 to the current report on Form 8-K of Axsys Technologies, Inc. filed on June 4, 2009)
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99.3
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Joint Filing Agreement by and among General Dynamics Advanced Information Systems, Inc., Vision Merger Sub, Inc. and General Dynamics Corporation, dated as of June 15, 2009
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SCHEDULE 13D
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CUSIP No. 054615109
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Page
11
of 17
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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.
Date: June 15, 2009
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GENERAL DYNAMICS ADVANCED INFORMATION SYSTEMS, INC.
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By:
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/s/ D
AVID
A. S
AVNER
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Name:
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David A. Savner
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Title:
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Vice President
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VISION MERGER SUB, INC.
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By:
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/s/ D
AVID
A. S
AVNER
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Name:
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David A. Savner
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Title:
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Vice President
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GENERAL DYNAMICS CORPORATION
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By:
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/s/ D
AVID
A. S
AVNER
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Name:
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David A. Savner
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Title:
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Senior Vice President, General Counsel and Secretary
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SCHEDULE 13D
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CUSIP No. 054615109
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Page
12
of 17
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Exhibit No.
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Description
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99.1
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Agreement and Plan of Merger by and among General Dynamics Advanced Information Systems, Inc., Vision Merger Sub, Inc. and Axsys Technologies, Inc., dated as of June 4, 2009 (Incorporated by
reference to Exhibit 2.1 to the current report on Form 8-K of Axsys Technologies, Inc. filed on June 4, 2009)
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99.2
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Voting Agreement by and among General Dynamics Advanced Information Systems, Inc., Vision Merger Sub, Inc., Stephen W. Bershad and SWB Holding Corporation, dated as of June 4, 2009 (Incorporated
by reference to Exhibit 10.1 to the current report on Form 8-K of Axsys Technologies, Inc. filed on June 4, 2009)
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99.3
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Joint Filing Agreement by and among General Dynamics Advanced Information Systems, Inc., Vision Merger Sub, Inc. and General Dynamics Corporation, dated as of June 15, 2009
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SCHEDULE 13D
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CUSIP No. 054615109
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Page
13
of 17
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
The name, present principal occupation or employment, and
the name, principal business and address of any corporation or other organization in which such employment is conducted, of each director and executive officer of General Dynamics Corporation is set forth below. The business address for each
executive officer is 2941 Fairview Park Drive, Suite 100, Falls Church, Virginia 22042. Each director and executive officer is a citizen of the United States, other than Robert Walmsley, who is a citizen of the United Kingdom.
Board of Directors of General Dynamics Corporation
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Name
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Present Principal Occupation or Employment
(including Name and Address of Employer)
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Nicholas D. Chabraja
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Chairman of the Board of Directors and Chief Executive Officer
General Dynamics Corporation
2941 Fairview Park Drive, Suite 100
Falls Church, Virginia 22042
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James S. Crown
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President
Henry Crown and Company
222 North LaSalle Street
Chicago, Illinois 60601
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William P. Fricks
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Former Chairman and Chief Executive Officer
Newport News
Shipbuilding, Inc.
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Jay L. Johnson
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|
Vice Chairman
General Dynamics Corporation
2941 Fairview Park Drive, Suite 100
Falls Church, Virginia
22042
|
George A. Joulwan
|
|
Retired General, U.S. Army
|
Paul G. Kaminski
|
|
Senior Partner
Global Technology Partners,
LLC
P.O. Box 290825
Charlestown, Massachusetts
02129
|
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SCHEDULE 13D
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CUSIP No. 054615109
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Page
14
of 17
|
Board of Directors of General Dynamics Corporation (Continued)
|
|
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Name
|
|
Present Principal Occupation or Employment
(including Name and Address of Employer)
|
John M. Keane
|
|
Senior Managing Director
Keane Advisors, LLC
2020 K Street NW, Suite 300
Washington, DC 20006
|
Deborah J. Lucas
|
|
HSBC Professor of Finance
Northwestern University
Kellogg School of Management
2001 Sheridan Road.
Evanston,
Illinois, 60208
|
Lester L. Lyles
|
|
Retired General, U.S. Air Force
|
Christopher J. Reyes
|
|
Chairman, Reyes Holdings, L.L.C.
9500 West Bryn Mawr
Avenue, Suite 700
Rosement, Illinois 60018
|
Robert Walmsley
|
|
Retired Vice Admiral, Royal Navy
|
Executive Officers of General Dynamics Corporation
|
|
|
Name
|
|
Position
|
John P. Casey
|
|
Vice President and President of Electric Boat Corporation
|
Nicholas D. Chabraja
|
|
Chairman of the Board of Directors and Chief Executive Officer
|
Gerard J. DeMuro
|
|
Executive Vice President, Information Systems and Technology
|
Charles M. Hall
|
|
Executive Vice President, Combat Systems
|
David K. Heebner
|
|
Executive Vice President, Marine Systems
|
Jay L. Johnson
|
|
Vice Chairman
|
S. Daniel Johnson
|
|
Vice President and President of General Dynamics Information Technology
|
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SCHEDULE 13D
|
|
|
CUSIP No. 054615109
|
|
|
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Page
15
of 17
|
Executive Officers of General Dynamics Corporation (Continued)
|
|
|
Name
|
|
Position
|
Joseph T. Lombardo
|
|
Executive Vice President, Aerospace, and President of Gulfstream Aerospace Corporation
|
Christopher Marzilli
|
|
Vice President and President of General Dynamics C4 Systems
|
Phebe N. Novakovic
|
|
Senior Vice President, Planning and Development
|
Walter M. Oliver
|
|
Senior Vice President, Human Resources and Administration
|
L. Hugh Redd
|
|
Senior Vice President and Chief Financial Officer
|
Mark C. Roualet
|
|
Vice President and President of General Dynamics Land Systems
|
David A. Savner
|
|
Senior Vice President, General Counsel and Secretary
|
John W. Schwartz
|
|
Vice President and Controller
|
Lewis F. von Thaer
|
|
Vice President and President of General Dynamics Advanced Information Systems
|
|
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|
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SCHEDULE 13D
|
|
|
CUSIP No. 054615109
|
|
|
|
Page
16
of 17
|
The name, present principal occupation or employment, and the name, principal business and address of any corporation
or other organization in which such employment is conducted, of each director and executive officer of General Dynamics Advanced Information Systems, Inc. is set forth below. The business address for each director is 2941 Fairview Park Drive, Suite
100, Falls Church, Virginia, United States, and the business address for each executive officer is 12450 Fair Lakes Circle, Fairfax, Virginia, United States. Each director and executive officer is a citizen of the United States.
Board of Directors of General Dynamics Advanced Information Systems, Inc.
|
|
|
Name
|
|
Present Principal Occupation or Employment
(including Name and Address of Employer)
|
Gerard J. DeMuro
|
|
Executive Vice President, Information Systems and Technology, General Dynamics Corporation
|
L. Hugh Redd
|
|
Senior Vice President and Chief Financial Officer, General Dynamics Corporation
|
David A. Savner
|
|
Senior Vice President, General Counsel and Secretary, General Dynamics Corporation
|
Executive Officers of General Dynamics Advanced Information Systems, Inc.
|
|
|
Name
|
|
Position
|
Julie P. Aslaksen
|
|
Secretary
|
Michael Finn
|
|
Vice President and General Counsel
|
David H. Fogg
|
|
Treasurer
|
Kimberly A. Kuryea
|
|
Vice President and Chief Financial Officer
|
David A. Savner
|
|
Vice President
|
Nancy L. Surges
|
|
Senior Vice President, Operations
|
Lewis F. von Thaer
|
|
President
|
|
|
|
|
|
|
|
SCHEDULE 13D
|
|
|
CUSIP No. 054615109
|
|
|
|
Page
17
of 17
|
The name, present principal occupation or employment, and the name, principal business and address of any corporation
or other organization in which such employment is conducted, of each director and executive officer of Vision Merger Sub, Inc. is set forth below. The business address for each director is 2941 Fairview Park Drive, Suite 100, Falls Church, Virginia,
United States, and the business address for each executive officer is 12450 Fair Lakes Circle, Fairfax, Virginia, United States. Each director and executive officer is a citizen of the United States.
Board of Directors of Vision Merger Sub, Inc.
|
|
|
Name
|
|
Present Principal Occupation or Employment
(including Name and Address of Employer)
|
Gerard J. DeMuro
|
|
Executive Vice President, Information Systems and Technology, General Dynamics Corporation
|
L. Hugh Redd
|
|
Senior Vice President and Chief Financial Officer, General Dynamics Corporation
|
David A. Savner
|
|
Senior Vice President, General Counsel and Secretary, General Dynamics Corporation
|
Executive Officers of Vision Merger Sub, Inc.
|
|
|
Name
|
|
Position
|
Julie P. Aslaksen
|
|
Secretary
|
Michael Finn
|
|
Vice President, General Counsel and Assistant Secretary
|
David H. Fogg
|
|
Treasurer
|
Kimberly A. Kuryea
|
|
Vice President, Finance
|
David A. Savner
|
|
Vice President
|
Lewis F. von Thaer
|
|
President
|
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