UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.3)*
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:
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)
April 11, 2010
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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).
SCHEDULE 13D
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CUSIP No. 26817C 101
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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
255,300
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NUMBER OF 8 SHARED VOTINGEPOWERITTED]
SHARES
BENEFICIALLY 20,899,034 (see Item 5)
OWNED BY --------- -----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 255,300
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10 SHARED DISPOSITIVE POWER
20,899,034 (see Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
21,154,334 (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)
37.6% (see Item 5)
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
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CUSIP No. 26817C 101
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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
0
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NUMBER OF 8 SHARED VOTINGEPOWERITTED]
SHARES
BENEFICIALLY 20,899,034 (see Item 5)
OWNED BY --------- -----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
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10 SHARED DISPOSITIVE POWER
20,899,034 (see Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
20,899,034 (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)
37.1% (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 and Amendment No. 2
to the Schedule 13D dated August 11, 2009, is hereby amended as set forth below
by this Amendment No. 3 to the Schedule 13D ("Amendment No. 3").
Except as specifically provided herein, Amendment No. 3 does not modify any of
the information previously reported on the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
On April 11, 2010, the Company entered into an Agreement and Plan
of Merger (the "Merger Agreement") by and among the Company, Delta Tucker
Holdings, Inc. ("Parent") and Delta Tucker Sub, Inc. ("Merger Sub"). Pursuant to
the terms of the Merger Agreement, Merger Sub will be merged with and into the
Company, and as a result the Company will continue as the surviving corporation
and be a wholly owned subsidiary of Parent (the "Merger").
As an inducement to enter into the Merger Agreement with the
Company, DIV Holding, The Veritas Capital Fund II, L.P. ("Veritas L.P.") and Mr.
McKeon entered into a voting agreement with Parent and Merger Sub (the "Voting
Agreement").
Pursuant to, and subject to the terms of, the Voting Agreement,
DIV Holding and Mr. McKeon agreed, among other things, to vote 19,643,000 shares
of Common Stock beneficially owned by them in favor of the adoption of the
Merger Agreement and any transactions contemplated thereby, including the
Merger, and against any Acquisition Proposal (as defined in the Merger
Agreement). DIV Holding and Mr. McKeon also agreed to waive any appraisal or
similar rights under Delaware law and, subject to limited exceptions, not to
transfer any shares of Common Stock beneficially owned by DIV Holding or Mr.
McKeon, as applicable, without the prior written consent of Parent. DIV Holding
and Mr. McKeon intend to surrender the shares of Common Stock held by them in
connection with the Merger. The Voting Agreement terminates automatically upon
the termination of the Merger Agreement.
No additional consideration was paid by or to Parent, Merger Sub,
the Company, or the Reporting Persons in connection with the Voting Agreement,
and therefore no funds were used in connection with the transactions requiring
the filing of this statement.
References to, and description of, the Voting Agreement, the
Merger Agreement and the Merger throughout this Amendment No. 3 to the Schedule
13D are not intended to be complete and are qualified in their entirety by
reference to the Voting Agreement and the Merger Agreement, copies of which are
filed as Exhibits 1 and 2 hereto, and which are incorporated by reference
herein.
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 56,286,196 Shares
outstanding as of April 8, 2010, as disclosed to the Reporting Persons by the
Company.
(i) DIV Holding owns directly 20,899,034 Shares,
constituting approximately 37.1% of Shares outstanding. DIV Holding disclaims
beneficial ownership of Shares other than those owned directly by it.
(ii) Mr. McKeon owns directly 255,300 Shares. By reason of
the provisions of Rule 13d-3 of the Exchange Act, Mr. McKeon may be deemed to
own beneficially 21,154,334 Shares, constituting approximately 37.6% of Shares
issued and outstanding, of which 20,899,034 Shares are owned directly by DIV
Holding. Mr. McKeon disclaims beneficial ownership of Shares, except to the
extent of his direct ownership and his indirect pecuniary interest in DIV
Holding.
(b) (i) Except as provided in the Voting Agreement, 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, Veritas L.P., a Delaware limited
partnership. Veritas Capital Management L.L.C. is the general partner of Veritas
L.P. Mr. McKeon, is the managing member of Veritas Capital Management L.L.C.
Thus, for the purposes of Rule 13d-3 of the Exchange Act, Mr. McKeon may be
deemed to own beneficially 21,154,334 Shares, or 37.6% of the Shares issued and
outstanding, of which 20,899,034 Shares are owned by DIV Holding and 255,300
Shares are owned directly by him. Except as provided in the Voting Agreement,
Mr. McKeon has the power to dispose of and the power to vote Shares directly
owned by him.
(c) Not applicable.
(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:
Other than as described in Items 4 and 5 of this statement, and
the agreements attached as exhibits hereto, to the knowledge of the Reporting
Persons, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Reporting Persons, and between the Reporting
Persons and any other person, with respect to the securities of the Company.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended to include the
following:
Exhibit 1 Voting Agreement, dated as of April 11, 2010, among Delta
Tucker Holdings, Inc., Delta Tucker Sub, Inc., DIV Holding LLC
and the other signatories thereto (incorporated herein by
reference from Exhibit 9.1 to the Current Report on From 8-K
filed by the Company with the Securities and Exchange Commission
on April 12, 2010).
Exhibit 2 Agreement and Plan of Merger, dated as of April 11, 2010, by
and among DynCorp International Inc., Delta Tucker Holdings,
Inc. and Delta Tucker Sub, Inc. (incorporated herein by
reference from Exhibit 2.1 to the Current Report on From 8-K
filed by the Company with the Securities and Exchange
Commission on April 12, 2010).
Exhibit 3 Joint Filing Agreement, dated February 23, 2009, as required
by Rule 13d-1(k) under the Exchange Act (incorporated herein
by reference from Exhibit 1 to the Amendment No. 1 to Schedule
13D filed by Robert B. McKeon and DIV Holding LLC with the
Securities and Exchange Commission on February 23, 2009).
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: April 12, 2010
/s/ Robert B. McKeon
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Robert B. McKeon
DIV HOLDING LLC
By: The Veritas Capital Fund II, L.P.,
its manager
By: /s/ Robert B. McKeon
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Robert B. McKeon
Authorized Signatory