Mail Stop 4561
November 3, 2005
Michael J. Thorne
Chief Financial Officer
DynCorp International LLC
8445 Freeport Parkway, Suite 400
Irving, Texas 75063
Re: DynCorp International LLC
Amendment No. 2 to Registration Statement on Form S-4
Filed October 28, 2005
File No. 333-127343
Dear Mr. Thorne:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Please continue to monitor the updating requirements of Rule 3-
12
of Regulation S-X.
Pro Forma Financial Information, page 32
2. Please advise us and disclose as appropriate the purpose of
presenting pro forma financial data for the twelve months ended
July
1, 2005 under Article 11 of Regulation S-X.
Business, page 71
Legal Proceedings, page 84
3. We note that you were served with a complaint in a false claims
act case on August 15, 2005. Please revise to include the name of
the court or agency where the proceeding is pending, the principal
parties, the date the proceeding began and the relief sought.
Refer
to Item 103 of Regulation S-K.
Description of Material Indebtedness, page 96
4. We note the revised disclosure on page 96 that prior to the
consummation of this offering you intend to obtain a waiver from
your
lenders. Please revise to clarify, if true, that the offering to
which you are referring is the initial public offering of your
parent
and confirm that no waiver from your lenders is required for this
exchange offer.
Financial Statements
Note 1 - Summary of Significant Accounting Policies, page F-8
5. We have considered your response to our prior comment 21.
Please
revise your disclosure to describe the reorganization that
occurred
immediately prior to the purchase of Dyncorp International LLC by
Dyncorp International Inc and the basis in GAAP for accounting for
the transaction as a reorganization of entities under common
control.
Note 10 - Long-Term Debt, page F-23
6. We note that there are restrictions on the payment of dividends
as
a result of your debt agreements. Please advise us how you
complied
with the disclosure provisions of Rule 4-08(e) of Regulation S-X.
In
addition, advise us how you evaluated whether Schedule I under
Rule
5-04 of Regulation S-X was required.
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Robert Telewicz at 202-551-3438 or Cicely
Lucky, Accounting Branch Chief, at 202-551-3780 if you have
questions
regarding comments on the financial statements and related
matters.
Please contact Jennifer Gowetski at 202-551-3401 or me at 202-551-
3694 with any other questions.
Sincerely,
Owen Pinkerton
Senior Counsel
cc: Michael R. Littenberg, Esq. (via facsimile)
Schulte Roth & Zabel LLP
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Michael J. Thorne
DynCorp International LLC
November 3, 2005
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