UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
(Amendment No. 3)
DRS Technologies, Inc.
----------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
2330X100
--------
(CUSIP Number)
December 31, 2002
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
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).
-------------------- ------------------
CUSIP No. 2330X100 13G Page 2 of 13 Pages
-------------------- ------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forest Investment Management, LLC
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
0
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH ------ ----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA
---------- ---------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
-2-
-------------------- ------------------
CUSIP No. 2330X100 13G Page 3 of 13 Pages
-------------------- ------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forest Partners II, L.P.
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
0
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH ------ ----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
---------- ---------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
-3-
-------------------- ------------------
CUSIP No. 2330X100 13G Page 4 of 13 Pages
-------------------- ------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael A. Boyd, Inc.
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
-------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
0
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH ------ ----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
---------- ---------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
-4-
-------------------- ------------------
CUSIP No. 2330X100 13G Page 5 of 13 Pages
-------------------- ------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael A. Boyd
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
0
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH ------ ----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
---------- ---------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
-5-
This Amendment No. 3 on Schedule 13G (this "Amendment No. 3") amends,
supplements and restates the Amendment No. 2 to Schedule 13G which was filed on
February 8, 2000 ("Amendment No. 2") with respect to the Common Stock, par value
$0.01 per share ("Common Stock") of DRS Technologies, Inc., a Delaware
corporation (the "Company"). Beneficial ownership of the Common Stock is
reported herein as of the date of the event which requires filing of this
Amendment No. 3.
Item 1(a): Name of Issuer:
--------- --------------
DRS Technologies, Inc. (the "Company").
Item 1(b): Address of Issuer's Principal Executive Offices:
--------- -----------------------------------------------
5 Sylvan Way
Parsippany, New Jersey 07054
Items 2(a) Name of Person Filing; Address of Principal
---------- -------------------------------------------
and 2(b): Business Office:
-------- ---------------
This statement is filed by and on behalf of Forest
Investment Management, LLC, a Delaware limited liability
company and registered investment adviser ("Forest
Management"), Forest Partners II, L.P., a Delaware limited
partnership ("Forest Partners"), Michael A. Boyd, Inc., a
Delaware corporation ("Boyd"), Mr. Michael A. Boyd ("Mr.
Boyd" and, together with Forest Management, Forest Partners
and Boyd, the "Reporting Persons"). Mr. Boyd serves as
president and sole shareholder of Boyd. Boyd serves as
general partner of Forest Partners. Forest Partners is sole
owner and managing member of Forest Management. Forest
Management serves as investment adviser to advised accounts
which directly own shares of Common Stock (the "Advised
Accounts"). Forest Management has dispositive control over
all shares of Common Stock held by the Advised Accounts and
voting control over in excess of a majority of such shares.
By virtue of the foregoing relationships, Forest Management,
Forest Partners, Boyd and Mr. Boyd may be deemed to have
beneficial ownership over the shares of Common Stock held
directly by the Advised Accounts.
The principal business address of each Reporting Person is
53 Forest Avenue, Old Greenwich, Connecticut 06870.
-6-
Item 2(c): Citizenship:
--------- -----------
Forest Management is a Delaware limited liability company.
Forest Partners is a Delaware limited partnership.
Boyd is a Connecticut corporation.
Mr. Boyd is a United States citizen.
Item 2(d): Title of Class of Securities:
--------- ----------------------------
Common Stock, par value $0.01 per share
Item 2(e): CUSIP Number:
--------- ------------
2330X100
Item 3: If this statement is filed pursuant to Rules 13d-1(b) or
------- --------------------------------------------------------
13d-2(b) or (c), check whether the person filing is a:
------------------------------------------------------
(a) [ ] Broker or dealer registered under Section 15 of the Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act;
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940;
(e) [X] Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E) (corresponds to Forest Management);
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
13d-1(b)(1)(ii)(F);
(g) [X] Parent Holding Company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G) (corresponds to Forest Partners,
Boyd and Mr. Boyd);
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
-7-
Items 4(a)-(c): Ownership:
-------------- ---------
As of the date of this statement:
FOREST INVESTMENT MANAGEMENT, LLC
---------------------------------
(a) Amount beneficially owned. Forest Management may be
deemed to beneficially own, within the meaning of Rule 13d-1
of the Securities Exchange Act of 1934, 0 shares of Common
Stock held directly by the Advised Accounts.
(b) Percent of Class. The 0 shares of Common Stock
beneficially owned by Forest Management represent 0.0% of
the total outstanding amount of Common Stock. This
percentage and the other percentages set forth in this
Amendment No. 3 are based on a total 16,867,574 shares of
Common Stock outstanding as of November 8, 2002, as
reflected in the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2002.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition
of: 0
FOREST PARTNERS II, L.P.
------------------------
(a) Amount beneficially owned. Forest Partners may be deemed
to have beneficial ownership over the shares of Common Stock
beneficially owned by Forest Management by virtue of its
position as managing member of Forest Management. Therefore,
Forest Partners may be deemed to have beneficial ownership
of 0 shares of Common Stock.
(b) Percent of Class. The 0 shares of Common Stock
beneficially owned by Forest Partners represent 0.0% of the
total outstanding amount of Common Stock.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
0
-8-
(iv) Shared power to dispose or to direct the disposition
of: 0
MICHAEL A. BOYD, INC.
---------------------
(a) Amount beneficially owned. Boyd may be deemed to have
beneficial ownership over the shares of Common Stock
beneficially owned by Forest Partners by virtue of its
position as general partner of Forest Partners. Therefore,
Boyd may be deemed to have beneficial ownership of 0 shares
of Common Stock.
(b) Percent of Class. The 0 shares of Common Stock
beneficially owned by Boyd represent 0.0% of the total
outstanding amount of Common Stock.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition
of: 0
MICHAEL A. BOYD
---------------
(a) Amount beneficially owned. Mr. Boyd may be deemed to
have beneficial ownership over the shares of Common Stock
beneficially owned by Boyd by virtue of his position as
president and sole shareholder of Boyd. Therefore, Mr. Boyd
may be deemed to have beneficial ownership of 0 shares of
Common Stock.
(b) Percent of Class. The 0 shares of Common Stock
beneficially owned by Mr. Boyd represent 0.0% of the total
outstanding amount of Common Stock.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition
of: 0
-9-
Item 5: Ownership of Five Percent or Less of a Class:
------ --------------------------------------------
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: [X]
In addition, Founders Financial Group, L.P., a Delaware
limited partnership ("Founders Financial"), which was listed
as a reporting person in Amendment No. 2, is no longer a
Reporting Person. Founders Financial, which previously had a
controlling interest in Forest Management, sold such
interest to Forest Partners in June, 2001, and as such is
not included in this Amendment No. 3.
Item 6: Ownership of More than Five Percent on Behalf of Another
------- --------------------------------------------------------
Person:
-------
Other than as set forth herein, no person is known to have
the right to receive or the power to direct the receipt of
dividends from, or proceeds from the sale of, in excess of
5% of the outstanding Common Stock. None of the Advised
Accounts has an ownership interest equal to or greater than
5% of the total outstanding Common Stock.
Item 7: Identification and Classification of the Subsidiary Which
------ ---------------------------------------------------------
Acquired the Security Being Reported on By the Parent
-----------------------------------------------------
Holding Company:
---------------
Not Applicable.
Item 8: Identification and Classification of
------ -------------------------------------
Members of the Group:
--------------------
Not Applicable.
Item 9: Notice of Dissolution of Group:
------ ------------------------------
Not Applicable.
-10-
Item 10: Certification:
------- -------------
By signing below each of the undersigned certifies that, to
the best of the undersigned's knowledge and belief, the
securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or
effect.
-11-
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 12, 2003
FOREST INVESTMENT MANAGEMENT, LLC FOREST PARTNERS II, L.P.
By: Forest Partners II, L.P., By: Michael A. Boyd, Inc.,
managing member general partner
By: Michael A. Boyd, Inc., By: /s/ Michael A. Boyd
general partner ------------------------------
Michael A. Boyd
President
By: /s/ Michael A. Boyd
------------------------------
Michael A. Boyd
President
/s/ Michael A. Boyd
MICHAEL A. BOYD, INC. -----------------------------
Michael A. Boyd
By: /s/ Michael A. Boyd
------------------------------
Michael A. Boyd
President
[SIGNATURE PAGE TO
AMENDMENT NO. 3 TO SCHEDULE 13G WITH RESPECT TO
DRS TECHNOLOGIES, INC.]
EXHIBIT INDEX
-------------
Exhibit 99.1: Joint Filing Agreement, dated February 12, 2003, by and among
Forest Investment Management, LLC, Forest Partners II, L.P.,
Michael A. Boyd, Inc. and Michael A. Boyd.