-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NCB/rSvSbVJFY4dXWuIRWWeCDMbZiZqlTuljpnzmxyN5PnnUPIWlcpEc/5d5QPYo yWDsCLdngb7pqns0y11Llg== 0000910643-99-000107.txt : 19990708 0000910643-99-000107.hdr.sgml : 19990708 ACCESSION NUMBER: 0000910643-99-000107 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990707 GROUP MEMBERS: LANCER OFFSHORE, INC. GROUP MEMBERS: LANCER PARTNERS L P /NEW GROUP MEMBERS: MICHAEL LAUER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DRS TECHNOLOGIES INC CENTRAL INDEX KEY: 0000028630 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 132632319 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35380 FILM NUMBER: 99660176 BUSINESS ADDRESS: STREET 1: 3RD FLOOR STREET 2: 5 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9738981500 MAIL ADDRESS: STREET 1: 16 THORNTON RD CITY: OAKLAND STATE: NJ ZIP: 07436 FORMER COMPANY: FORMER CONFORMED NAME: DIAGNOSTIC RETRIEVAL SYSTEMS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LANCER PARTNERS L P /NEW CENTRAL INDEX KEY: 0001018915 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 PARK AVE STE 3900 CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2128083700 MAIL ADDRESS: STREET 1: 980 POST ROAD EAST CITY: WESTPORT STATE: CT ZIP: 06880 SC 13D/A 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)(1) DRS Technologies, Inc. (f/k/a Diagnostic/Retrieval Systems, Inc.) (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 23330X 10 0 (CUSIP Number) Copy to: Robert G. Leonard Robinson Silverman Pearce Michael Lauer Aronsohn & Berman LLP 475 Steamboat Road 1290 Avenue of the Americas Greenwich, CT 06930 New York, NY 10104 (203) 221-4646 (212) 541-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 7, 1999 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ] Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. _____________________ (1) 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 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). Continued on following pages Page 1 of 9 Pages CUSIP No 23330X 10 0 SCHEDULE 13D Page 2 of 9 Pages - ---------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lancer Partners, Limited Partnership (f/k/a Lancer Partners, L.P., a New York limited partnership) - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] Joint Filing (b) [ ] - ---------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ---------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut - ---------------------------------------------------------------------------- 7 SOLE VOTING POWER 549,750 NUMBER OF -------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH -------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 549,750 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 549,750 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% (Based on 9,231,669 outstanding on 6/21/99) - ---------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ---------------------------------------------------------------------------- CUSIP No 23330X 10 0 SCHEDULE 13D Page 3 of 9 Pages - ---------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lancer Offshore, Inc. - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] Joint Filing (b) [ ] - ---------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ---------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - ---------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,151,350 NUMBER OF -------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH -------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,151,350 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,151,350 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5% (Based on 9,231,669 outstanding on 6/21/99) - ---------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ---------------------------------------------------------------------------- CUSIP No 23330X 10 0 SCHEDULE 13D Page 4 of 9 Pages - ---------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael Lauer - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] Joint Filing (b) [ ] - ---------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ---------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ---------------------------------------------------------------------------- 7 SOLE VOTING POWER 27,800 NUMBER OF -------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH -------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 27,800 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,800 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% (Based on 9,231,669 outstanding on 6/21/99) - ---------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ---------------------------------------------------------------------------- CUSIP No 23330X 10 0 SCHEDULE 13D Page 5 of 9 Pages Item 1. Security and Issuer. This is an Amendment No. 2 ("Amendment No. 2") to Schedule 13D relates to shares of common stock, $.01 par value per share (the "DRS Common Stock"), of DRS Technologies, Inc. (formerly known as Diagnostic/Retrieval Systems Inc.) ("DRS"), a Delaware corporation, that were purchased since the filing of the original Schedule 13D on October 10, 1995. The principal executive offices of DRS are located at 5 Sylvan Way, Parsippany, New Jersey, 07054. This Amendment No. 2 hereby amends and restates in its entirety the Amendment No. 1 to the Schedule 13D filed on November 30, 1995. Item 2. Identity and Background. (a) This Amendment No. 2 is filed by Lancer Partners, Limited Partnership, Lancer Offshore, Inc. and Michael Lauer (collectively the "Group"; each member of the Group being referred to as "Member"). Lancer Partners, Limited Partnership ("Lancer Partners") is a Connecticut private investment limited partnership formed in November 1997 to succeed by merger and carry on the business of, Lancer Partners, L.P., a New York limited partnership formed in December 1994. Lancer Offshore, Inc. ("Lancer Offshore") is a British Virgin Islands private investment corporation formed in September 1995. Michael Lauer is a United States citizen. (b) Lancer Partners principal office is located at: 475 Steamboat Road Greenwich, CT 06930 Lancer Offshore's principal office is located at: c/o CITCO Fund Services (Curacao) N.V. Kaya Flamboyan 9 P.O. Box 812 Curacao, Netherlands Antilles Michael Lauer's principal business office is located at: 475 Steamboat Road Greenwich, CT 06930 (c) The principal business of Lancer Partners and Lancer Offshore is the making of diversified investments. Michael Lauer's principal business is the operation and management of private investment entities that engage in making diversified investments. Lancer Management Group II, LLC, a Connecticut limited liability company ("LMG II"), is the sole general partner of Lancer Partners. The principal business of LMG II is investment management. Michael Lauer is the sole manager and principal member of LMG II and he controls all of its operations and activities. Lancer Management Group, LLC, a Connecticut limited liability company ("LMG"), is the sole investment manager of Lancer Offshore. The principal business of LMG is investment management. Michael Lauer is the sole manager and principal member of LMG and he controls all of its operations and activities. The principal office address of LMG II and LMG is 475 Steamboat Road, Greenwich, CT 06930. The directors of Lancer Offshore are Anthony J. Stocks and Kieran Conroy. All of the directors of Lancer Offshore are affiliates of CITCO Fund Services (Curacao) N.V ("Citco"), the administrator of Lancer Offshore. Lancer Offshore does not have any officers. The principal business of Messrs. Stocks and Conroy is serving as employees of Citco. Citco's principal business is that of an administrator, registrar and transfer agent for non-U.S. private investment companies. The principal business office for Messrs. Stocks and Conroy is Kaya Flamboyan 9, P.O. Box 812, Curacao, Netherlands Antilles. CUSIP No 23330X 10 0 SCHEDULE 13D Page 6 of 9 Pages (d) During the last five years, neither Lancer Partners, Lancer Offshore, Michael Lauer, LMG II, LMG or any of the directors of Lancer Offshore have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither Lancer Partners, Lancer Offshore, Michael Lauer, LMG II, LMG or any of the directors of Lancer Offshore was 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 judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Lancer Partners and Lancer Offshore are each private investment entities that pool their respective participants' contributions. Michael Lauer is an individual investor. All funds used by Lancer Partners and Lancer Offshore to acquire DRS Common Stock came from working capital. Michael Lauer used personal funds to acquire the DRS Common Stock he owns. Lancer Partners has used $5,999,446.64 in the aggregate to acquire the 549,750 shares of DRS Common Stock it currently beneficially owns. Lancer Offshore has used $13,477,097.15 in the aggregate to acquire the 1,151,350 shares of DRS Common Stock it currently beneficially owns. Michael Lauer has used $221,282.10 to acquire the 27,800 shares of DRS Common Stock he currently beneficially owns. Item 4. Purpose of Transaction. The purpose of the acquisition of the securities is for investment purposes. Other than as discussed above in this Amendment No. 2, neither the Group or any of its Members currently have any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of DRS, or the disposition of securities of DRS; (b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving DRS or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of DRS or any of its subsidiaries; (d) any change in the present Board of Directors or management of DRS, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board of Directors; (e) any material change in the present capitalization or dividend policy of DRS; (f) any other material change in DRS's business or corporate structure; (g) changes in DRS's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of DRS by any person; (h) causing a class of securities of DRS to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of DRS becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. CUSIP No 23330X 10 0 SCHEDULE 13D Page 7 of 9 Pages The Group intends to evaluate continuously their investment in DRS and, based on such evaluation, may determine at a future date to change their respective current positions as to any action enumerated above. Item 5. Interest in Securities of the Issuer. (a) Lancer Offshore owns 1,151,350 shares of DRS Common Stock, which amount represents approximately 12.5% of the outstanding shares of DRS Common Stock (based on 9,231,669 shares outstanding on June 21, 1999). Lancer Partners owns 549,750 shares of DRS Common Stock, which amount represents approximately 6.0% of the outstanding shares of DRS Common Stock (based on 9,231,669 shares outstanding on June 21, 1999). Michael Lauer owns 27,800 shares of DRS Common Stock, which amount represents approximately 0.3% of the outstanding shares of DRS Common Stock (based on 9,231,669 shares outstanding on June 21, 1999). No other person named in Item 2 above beneficially owns any shares of DRS Common Stock. (b) Each Member is the sole record owner of the securities identified in subsection (a) above, and has sole power to vote or direct the vote of such securities. Each Member has the sole power to dispose or direct the disposition of all of their respective securities identified in subsection (a) above. Price Per Share (c) Nature of Number of Shares of DRS Common Date Transaction of DRS Common Stock Stock Lancer Partners(2) 05/28/99 Purchase 2,000 $8.81 Lancer Offshore(3) 05/10/99 Purchase 1,700 $7.64 06/07/99 Purchase 5,000 $8.50 (d) No person other than Michael Lauer, as the sole manager of LMG II, which is the sole general partner of Lancer Partners, and Michael Lauer, as the sole manager of LMG, which is the sole investment manager of Lancer Offshore, is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the respective securities identified in subsection (a) above. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. None. See Item 2 above. Item 7. Materials to be Filed as Exhibits. 1. Joint Filing Agreement _______________ (2) Prior to May 28, 1999, Lancer Partners owned 547,750 shares of DRS Common Stock. (3) Prior to May 10, 1999, Lancer Offshore owned 1,144,650 shares of DRS Common Stock. CUSIP No 23330X 10 0 SCHEDULE 13D Page 8 of 9 Pages SIGNATURE 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 accurate. Dated: July 7, 1999 LANCER PARTNERS, LIMITED PARTNERSHIP By: Lancer Management Group II, LLC, General Partner By: /s/ MICHAEL LAUER __________________________ Name: Michael Lauer Title: Manager LANCER OFFSHORE, INC. By: Lancer Management Group, LLC, Investment Manager By: /s/ MICHAEL LAUER __________________________ Name: Michael Lauer Title: Manager /s/ MICHAEL LAUER __________________________ MICHAEL LAUER CUSIP No 23330X 10 0 SCHEDULE 13D Page 9 of 9 Pages JOINT FILING AGREEMENT JOINT FILING AGREEMENT made as of this 7th day of July, 1999 by and among LANCER PARTNERS LIMITED PARTNERSHIP, a Connecticut limited partnership ("Lancer Partners") and LANCER OFFSHORE, INC. a British Virgin Islands corporation ("Lancer Offshore") and MICHAEL LAUER, an individual ("ML"). WHEREAS, Lancer Partners, Lancer Offshore, and ML collectively beneficially own more than five (5%) percent of the issued and outstanding common stock, $.01 par value of DRS Technologies, Inc. (formerly known as Diagnostic/Retrieval Systems, Inc.) ("DRS Common Stock"), a Delaware corporation; and WHEREAS, pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder, the parties hereto are required to file an Amendment No. 2 to a Schedule 13D with the Securities and Exchange Commission ("SEC"). NOW, THEREFORE, the parties agree as follows: 1. Lancer Partners, Lancer Offshore and ML hereby agree to jointly file an Amendment No. 2 to a Schedule 13D with the SEC regarding the beneficial ownership of DRS Common Stock and to file any and all amendments and supplements thereto. 2. This Agreement contains the entire agreement among the parties concerning the subject matter hereof and may not be amended, modified or changed except pursuant to a written instrument signed by all parties. IN WITNESS WHEREOF, the parties have signed this Agreement the day and year first above written. LANCER PARTNERS, LIMITED PARTNERSHIP By: Lancer Management Group II, LLC, General Partner By: /s/ MICHAEL LAUER __________________________ Name: Michael Lauer Title: Manager LANCER OFFSHORE, INC. By: Lancer Management Group, LLC, Investment Manager By: /s/ MICHAEL LAUER __________________________ Name: Michael Lauer Title: Manager /s/ MICHAEL LAUER __________________________ MICHAEL LAUER -----END PRIVACY-ENHANCED MESSAGE-----