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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: February 28, 2009
WASHINGTON, D.C. 20549 Estimated average burden
Hours per response...14.5
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
DYNCORP INTERNATIONAL INC.
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(Name of Issuer)
Class A common stock, $0.01 par value
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(Title of Class of Securities)
26817C 101
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(CUSIP Number)
Robert B. McKeon with a copy to:
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Veritas Capital Management II, L.L.C Michael R. Littenberg, Esq.
590 Madison Avenue Benjamin M. Polk, Esq.
41st Floor Schulte Roth & Zabel LLP
New York, NY 10022 919 Third Avenue
Telephone: (212) 688-0020 New York, NY 10022
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 5, 2009
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-7 for other
parties to whom copies are to be sent.
* 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.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the 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).
PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
CONTROL NUMBER. SEC 1746 (3-06)
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert B. McKeon
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
255,300
SHARES ------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
21,180,934 (see Item 5)
OWNED BY ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
255,300
REPORTING ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
21,180,934 (see Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
21,436,234 (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.1% (see Item 5)
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DIV Holding LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES ------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
21,180,934 (see Item 5)
OWNED BY ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
21,180,934 (see Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
21,180,934 (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.7% (see Item 5)
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14 TYPE OF REPORTING PERSON*
OO
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The Schedule 13D filed by Robert B. McKeon and DIV Holding LLC ("DIV Holding",
and together with Robert B. McKeon, the "Reporting Persons") on May 15, 2006
relating to shares ("Shares") of the Class A common stock, par value $0.01
("Common Stock"), of DynCorp International Inc. (the "Company"), as amended by
Amendment No. 1 to the Schedule 13D dated February 23, 2009, is hereby amended
as set forth below by this Amendment No. 2 to the Schedule 13D ("Amendment No.
2").
Except as specifically provided herein, Amendment No. 2 does not modify any of
the information previously reported on this Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended and restated to
include the following:
On August 5, 2009, DIV Holding entered into the Underwriting
Agreement described in Item 6 below.
On August 4, 2009, the Reporting Persons entered into the
Lock-Up Agreements described in Item 6 below.
Other than as set forth herein, the Reporting Persons have no
present plans or intentions which relate to or would result in any of the
matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
Item 5 of the Schedule 13D is hereby amended and restated in
its entirety as follows:
(a) The aggregate percentage of shares reported owned
beneficially by each Reporting Person is based upon 56,251,900 Shares
outstanding, which reflects the Shares issued and outstanding as reported in the
Company's Registration Statement on Form S-3 (Reg. No. 333-144571) filed with
the Securities and Exchange Commission on August 4, 2009.
(i) DIV Holding owns directly 21,180,934 Shares,
constituting approximately 37.7% of Shares outstanding. DIV Holding disclaims
beneficial ownership of Shares other than those owned directly by it.
(ii) Robert B. McKeon owns directly 255,300 Shares.
By reason of the provisions of Rule 13d-3 of the Exchange Act, Robert B. McKeon
may be deemed to beneficially own 21,436,234 Shares, constituting approximately
38.1% of Shares issued and outstanding, of which 21,180,934 Shares are owned
directly by DIV Holding.
(b) DIV Holding has the power to dispose of and the power to
vote Shares directly owned by it, which power may be exercised by its manager,
The Veritas Capital Fund II, L.P., a Delaware limited partnership ("Veritas
L.P."). Veritas Capital Management L.L.C. is the general partner of Veritas L.P.
Robert B. McKeon is the managing member of Veritas Capital Management L.L.C.
Thus, for the purposes of Rule 13d-3 of the Exchange Act, Robert B. McKeon may
be deemed to beneficially own 21,436,234 shares of Class A Common Stock, or
38.1% of the Shares issued and outstanding, of which 21,180,934 Shares are owned
by DIV Holding and 255,300 Shares are owned directly by him. Robert B. McKeon
disclaims beneficial ownership of Shares, except to the extent of his direct
ownership and his indirect pecuniary interest in DIV Holding.
(c) Information concerning transactions in the Shares effected
by the Reporting Persons in the past sixty days is set forth in Schedule A
hereto and is incorporated herein by reference. Other than the sale of
10,000,000 Shares on August 5, 2009, which is described in Item 6 below, all of
such transactions were effected in the open market.
(d) No persons other than the Reporting Persons are known to
have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of the Shares owned by them.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
Item 6 of the Schedule 13D is hereby amended to include the
following:
On August 5, 2009, DIV Holding entered into an underwriting
agreement (the "Underwriting Agreement") with the Company and Goldman, Sachs &
Co. and Credit Suisse Securities (USA) LLC (collectively, the "Underwriters"),
covering the sale by DIV Holding of 10,000,000 Shares at a price of $17.71375
per Share (reflecting an $18.50 per Share public offering price net of an
underwriting discount). Pursuant to the Underwriting Agreement, DIV Holding has
granted the Underwriters a 30-day option to purchase up to an additional
1,500,000 Shares. The offer and sale of Shares pursuant to the Underwriting
Agreement have been registered under the Securities Act of 1933, as amended,
pursuant to a Registration Statement on Form S-3 of the Company. Closing of the
sale of the 10,000,000 Shares is expected to occur on August 11, 2009. The
Underwriting Agreement contains customary closing conditions.
The summary of the Underwriting Agreement in this Schedule 13D
does not purport to be complete and is qualified by reference to such agreement,
which is filed as Exhibit 1 hereto.
Each of DIV Holding and Robert B. McKeon has entered into a
Lock-Up Agreement, dated as of August 4, 2009, with the Underwriters (the
"Lock-up Agreements"). Pursuant to the Lock-up Agreements, each of DIV Holding
and Robert B. McKeon has agreed not to offer, sell, contract to sell, pledge,
grant any option to purchase, make any short sale or otherwise dispose of any
Shares, or any options or warrants to purchase any Shares, or any securities
convertible into, exchangeable for or that represent the right to receive any
Shares, whether now owned or hereinafter acquired, owned directly by DIV Holding
or Robert B. McKeon (including holding as a custodian), as applicable, or with
respect to which DIV Holding or Robert B. McKeon, as applicable, has beneficial
ownership within the rules and regulations of the Securities and Exchange
Commission, for a period of 90 days commencing August 5, 2009; provided,
however, that if, during the last 17 days of such 90 day period, the Company
releases earnings results or announces material news or a material event or,
prior to the expiration of such 90 day period, the Company announces that it
will release earnings results during the 15-day period following the last day of
such 90 day period, then in each case the initial 90 day period will be
automatically extended until the expiration of the 18-day period beginning on
the date of release of the earnings results or the announcement of the material
news or material event, as applicable, unless such extension is waived in
writing by the Underwriters.
The summary of the Lock-Up Agreements in this Schedule 13D
does not purport to be complete and is qualified by reference to such
agreements, which are filed as Exhibits 2 and 3 hereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended to include the
following:
Exhibit 1 Underwriting Agreement, dated August 5, 2009, among DynCorp
International Inc., DIV Holding LLC, Goldman, Sachs & Co. and
Credit Suisse Securities (USA) LLC (previously filed as an
exhibit to Amendment No. 1 to DynCorp International Inc.'s
Registration Statement on Form S-3 (Reg. No. 333-144571) filed
with the SEC on August 4, 2009), and incorporated herein by
reference.
Exhibit 2 Lock-Up Agreement, dated August 4, 2009, among Robert B.
McKeon and the Underwriters.
Exhibit 3 Lock-Up Agreement, dated August 4, 2009, among DIV Holding
LLC and the Underwriters.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: August 10, 2009
/s/ Robert B. McKeon
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ROBERT B. MCKEON
DIV HOLDING LLC
By: The Veritas Capital Fund II, L.P.,
its manager
/s/ Robert B. McKeon
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ROBERT B. MCKEON
SCHEDULE A
TRANSACTIONS IN THE SHARES BY THE REPORTING PERSONS IN THE LAST SIXTY (60) DAYS
Trade Date Shares Purchased (Sold) Price Per Share ($)
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06/03/2009 (20,000) $14.52
06/04/2009 (20,000) $16.53
06/05/2009 (20,000) $16.56
06/09/2009 (20,000) $17.15
06/10/2009 (20,000) $16.90
06/11/2009 (20,000) $17.04
06/15/2009 (20,000) $16.49
06/16/2009 (20,000) $16.84
06/17/2009 (20,000) $16.85
06/24/2009 (20,000) $16.62
06/25/2009 (20,000) $16.21
06/26/2009 (20,000) $15.91
06/29/2009 (20,000) $16.15
06/30/2009 (20,000) $16.56
07/01/2009 (20,000) $17.09
07/07/2009 (20,000) $16.05
07/08/2009 (20,000) $17.87
07/09/2009 (20,000) $18.22
07/13/2009 (20,000) $19.36
07/14/2009 (20,000) $19.86
07/15/2009 (20,500) $19.89
07/20/2009 (30,000) $20.28
07/21/2009 (30,000) $20.48
07/22/2009 (30,000) $20.51
07/27/2009 (30,000) $20.08
07/28/2009 (30,000) $20.19
07/29/2009 (30,000) $20.17
08/05/2009 (10,000,000) $17.71375