Mail Stop 4561
September 8, 2005
Michael J. Thorne
Chief Financial Officer
DynCorp International LLC
8445 Freeport Parkway, Suite 400
Irving, Texas 75063
Re: DynCorp International LLC
Registration Statement on Form S-4
Filed August 9, 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. We note that DynCorp International and DIV Capital Corporation
submitted a supplemental letter stating that the companies are
registering the exchange offer in reliance on the staff`s position
in
Exxon Capital Holdings Corporation (avail. April 13, 1989) and
containing the representations required by Morgan Stanley & Co.
(avail. June 5, 1991). We further note that letter states in the
second paragraph that a broker-dealer may be a statutory
underwriter
and "must acknowledge that it will deliver" a prospectus. Please
revise to state that a broker-deal must deliver a prospectus in
accordance with the representations outlined in Shearman &
Sterling
(avail. July 2, 1993).
2. Please confirm that the offer will be open for at least 20 full
business days to ensure compliance with Rule 14e-1(a). Further,
please confirm that the expiration date will be included in the
final
prospectus disseminated to security holders and filed pursuant to
the
applicable provisions of Rule 424. We note the disclosure on the
cover and page 5 that refers to 20 business days and the
disclosure
on page 52 that indicates that the expiration date will be 30
business days after the commencement of the exchange offer.
Please
advise or revise.
3. Please supplementally provide us with copies of any graphics,
maps, photographs, and related captions or other artwork including
logos that you intend to use in the prospectus. Such graphics and
pictorial representations should not be included in any
preliminary
prospectus distributed to prospective investors prior to our
review.
4. We note your use of defined terms such as, but not limited to,
FTS, CFT, ITS, CIVPOL and INL. The meanings of terms should be
clear
from the context. Please revise to eliminate the reliance on
define
terms and use terms whose meanings are clear from the context
instead.
Cover
5. The cover page should contain only information required by Item
501 or that is information that is key to an investment decision.
In
this connection please delete the first bullet point relating to
the
company. See our Plain English Handbook available at www.sec.gov.
6. Please revise the fourth bullet point under "The New Notes" to
quantify the amount of indebtedness that will rank senior to or
pari
passu with the exchange notes.
7. Please revise to disclose that each broker-dealer that receives
new securities pursuant to an exchange offer must acknowledge that
it
will deliver a prospectus in connection with any resale of such
new
securities. In addition, please revise to disclose that if the
broker-dealer acquired the old securities as a result of market
making or other trading activities, such broker-dealer may use the
prospectus for the exchange offer, as supplemented or amended, in
connection with resales of the new securities.
8. Please revise to disclose that broker-dealers who acquired the
old
securities directly from the issuer in the initial offering must,
in
the absence of an exemption, comply with the registration and
prospectus delivery requirements of the Securities Act in
connection
with the secondary resales and cannot rely on the position of the
staff enunciated in the Exxon Capital no-action letter.
Estimated Contract Value, page 1
9. We note your statement on page 1 that that you cannot guarantee
the accuracy or completeness of this information. Please be aware
that the issuer is subject to liability for information found in
the
registration statement, regardless of whether it verified the
third-
party data.
Forward-Looking Statements, page 2
10. We note that many of the bullet points on page 2 are largely
repetitive of the risk factors included in the prospectus and are
not
directly related to forward-looking statements made in the S-4.
Please revise accordingly.
Prospectus Summary, page 3
11. Please revise your disclosure in the forepart of the
registration
statement to reduce your reliance on cross-references to other
locations in the registration statement. This comment applies
specifically to the summary and risk factors sections.
12. We note your statement that you are a "leading" provider of
government technical services and outsourced solutions. Please
provide support for this statement and briefly describe in this
section and the Business section what you mean by government
technical services and outsourced solutions. In addition, please
clearly mark any supplemental materials to indicate those portions
that support your statement. Finally, include the measurement you
are using in connection with your leadership status.
13. We note your statement that since 1951 DynCorp and its
predecessors have provided critical services to the U.S.
government.
Please revise your disclosure on this page and throughout the
prospectus to clarify, if true, that you were a subsidiary of the
former DynCorp, your current business represents only a portion of
your former parent`s business and you have only limited experience
operating as a stand-alone company. Please include the date on
which
you began operating as a stand-alone company.
14. We refer to your statements that the CFT and CIVPOL programs
are
the "most significant" programs in your operating divisions.
Please
clarify in what way they are the most significant. For example,
do
they contribute the largest portion of revenues in each of the
divisions? In connection with this, please also quantify the
portion
of revenues each contributes.
15. We note that, for fiscal 2005, you generated revenues of $1.92
billion. Please expand your disclosure to provide a more complete
snapshot of the company`s financial position, and how this
position
compares to prior periods. We note that the revenues figure is
repeated on page 11 of the Summary.
16. We note your description of the transactions on page 4.
Please
expand your disclosure to provide additional information regarding
your acquisition by Veritas Capital from Computer Sciences
Corporation, including a discussion of the purchase price, your
preferred shares and your current organization chart. Please
include
your current ownership structure, including your ultimate parent
and
its ownership structure, and identify each of your guarantor
subsidiaries and other subsidiaries. Further, please briefly
describe any transition services agreements that enable you to
operate as a stand-alone company and any management agreements
with
Veritas Capital, including all fees associated with these
agreements.
17. We note your disclosure on page 16 that substantially all of
the
voting power of your equity is held by a subsidiary of Veritas
Capital. Please quantify "substantially all," identify the
subsidiary of Veritas Capital and provide this information in the
summary.
18. Please include a brief description of your debt, including
your
aggregate indebtedness as of a recent date.
19. Please provide your website address if available.
Competitive Strengths, page 3
20. Please revise the first bullet point to describe how your
revenue
base is "diverse" in light of the fact that you derive
substantially
all of your revenues from the DoD and the DoS.
Business Strategy, page 4
21. Please expand your disclosure regarding the risks that you
face
to quantify your significant financial leverage, discuss your
limited
experience operating as a stand-alone company and disclose your
lack
of diverse customer base. In addition, please provide a brief
summary of the most significant risks associated with an
investment
in the notes.
Summary Terms of New Notes, page 7
22. Please briefly define certain terms that may not be familiar
to
investors. For example, on page 8 you refer to the "make-whole
premium," "special interest" and "disqualified stock." Please
provide brief definitions of these terms as they apply to your
disclosure in the summary section.
23. We note that the New Notes will be subordinated to your
existing
and future senior debt and will be structurally subordinated to
all
obligations of DynCorp International`s foreign subsidiaries.
Please
expand your disclosure in this section and the Description of the
New
Notes section to quantify your existing senior debt and the
obligations of your foreign subsidiaries.
Risk Factors, page 13
24. Please avoid using phrases such as "material adverse effect on
our business," "adversely affect our financial condition" or
"adversely impact our business" when describing the risks`
effects.
Replace this, and similar language, with specific disclosure of
how
you, your business, financial condition and results of operation
would be affected.
25. Please revise your risk factor subheadings so that each one
conveys the specific risk to you. Currently, some of your
subheadings merely state a general risk or a fact about your
business. We note the following examples:
* "Our controlling equity holders may take actions that conflict
with
your interests," page 16
* "An active trading market may not develop for the New Notes,"
page
17
* "We may never receive any revenues under our Indefinite
Delivery,
Indefinite Quantity Contracts," page 19
* "Our reputation and financial results could be harmed in the
event
of accidents or incidents," page 21
* "We may incur substantial costs relating to certain legal
proceedings," page 21
Please revise throughout to identify briefly in your captions the
specific risks to you that result from the facts or uncertainties.
Potential investors should be able to understand what the risk is
and
the result of the risk as it specifically applies to you.
Risks Related to Our Indebtedness, page 13
Servicing our indebtedness requires a significant..., page 13
26. We note that servicing your indebtedness requires a
significant
amount of cash. Please expand your disclosure to provide an
estimate
of the "significant amount of cash" required to service this
indebtedness.
Our debt instruments, including the indenture..., page 14
27. We note that the indenture and your senior secured credit
facility impose significant operating and financial restrictions
on
you. Please expand your disclosure to briefly describe how these
restrictions limit your ability to do the things listed in the
bullet
points.
28. We note that your senior secured credit facility requires you
to
meet specified financial ratios and tests. Please expand your
disclosure to briefly describe these financial ratios and tests.
29. We note that your parent`s preferred stock does not allow you
or
your parent to incur or become subject to any indebtedness if such
indebtedness would be in excess of total indebtedness permitted to
be
incurred under a maximum debt incurrence test. Please expand your
disclosure to briefly describe this maximum debt incurrence test.
Risks Relating to the New Notes, page 15
Your right to receive payments on the New Notes..., page 15
30. We note that all payments on the New Notes and the subsidiary
guarantees will be prohibited in the event of a payment default on
your senior indebtedness and, for limited periods, upon the
occurrence of other defaults under your senior indebtedness.
Please
expand your disclosure to briefly describe the "other" defaults
and
quantify "limited" periods.
31. Please provide additional disclosure regarding the
significance
of the subsidiaries that would be prohibited from paying dividends
to
you upon the occurrence of certain events of default under the
senior
secured credit facility. For example, what portion of your cash
flow
is comprised of these subsidiaries?
We may not have the ability to raise the funds..., page 15
32. We note that upon the occurrence of a change in control you
must
offer to buy back the New Notes at a price equal to 101% of the
principal amount, together with any accrued and unpaid interest
and
special interest. Please expand your disclosure to briefly define
"change in control" and "special interest."
Our controlling equity holders may take actions..., page 16
33. We note that substantially all of the voting power of your
equity
is held by a subsidiary of Veritas Capital. Please expand your
disclosure to quantify "substantially all" and identify the
subsidiary.
Risks Relating to Our Business, page 17
Political destabilization or insurgency in the regions..., page 19
34. Please clarify whether you have had to increase your
compensation
expenses in order to deploy them to Iraq and Afghanistan. In
addition, to the extent that you have had to increase these
expenses,
please describe whether your contracts with DoD or DoS provide a
mechanism whereby you can pass these additional costs to DoD or
DoS.
Similarly, please disclose whether you have been unable to obtain
insurance coverage to cover your liabilities.
Our costs of performing under time-and-materials..., page 20
35. We note that some of your contracts have incentive based or
other
pricing terms that condition some or all of your fees on your
ability
to meet specified performance metrics. Please expand your
disclosure
to quantify the percentage of your contracts that contain such
incentive based pricing terms.
Our business could be adversely affected..., page 20
36. We note that many of your contracts are under review by the
DCAA
and other government agencies. Please advise us as to whether you
have historically had any negative audits or any determination by
the
DCAA or other agencies that costs were improperly allocated. If
so,
please provide a brief description of this.
We may incur substantial costs relating to certain legal
proceedings,
page 21
37. Certain of your disclosure under this heading relating to the
claim brought by Al-Katin appears to mitigate the risk you are
presenting and imply that the claim is without merit. The latter
is
a legal judgment that the company is not qualified to make. If it
is
based upon advice from litigation counsel, please identify counsel
and include a consent. Otherwise, please revise to remove the
specific disclosure regarding "evidence of payment." This comment
also applies to your disclosure under the heading, "Legal
Proceedings" on page 69.
We depend upon CSC for certain transitional services..., page 22
38. We note that certain items in the transitional services
agreement
with CSC may have terminated on August 11, 2005. Please update
your
disclosure to indicate whether these provisions are still in place
or
whether you now provide these services.
Loss of our skilled personnel..., page 23
39. Please expand your disclosure to identify the members of your
senior management team upon whom you are reliant.
The 2005 Acquisition, page 24
40. We note that the amount of preferred stock issued to CSC is
subject to adjustment. Further, we note the disclosure in Note 3
to
your consolidated financial statements on page F-16 that CSC
delivered to the company a draft calculation of the net working
capital on April 6, 2005, you delivered to CSC a notice objecting
to
the draft calculation on May 5, 2005 and you are currently in
discussions with CSC to resolve your objections. Please update
your
disclosure in this section to reflect the current status of the
adjustment and tell us when you expect to complete the final
purchase
price adjustment.
41. We note that an additional preferred equity investment of $50
million was made in your parent by a third party investor. Please
identify this third party investor.
42. We note the common equity investment in your parent of $100
million by Veritas Capital and a third-party investor. Please
expand
your disclosure to quantify each party`s investment in common
equity
and identify the third party investor.
43. We note your ownership structure chart. Please expand this
chart
to include your parent and provide its ownership structure. In
addition, identify the third party investors and the guarantor
subsidiaries.
Management`s Discussion and Analysis, page 35
44. This section should present an analysis of the company`s
business
as seen through the eyes of management, including known trends,
demands and commitments that may impact future financial condition
or
operating performance. Please expand your introductory disclosure
to
provide an analysis of these issues and other items which
management
believes may have a material impact on your future financial
condition or operating performance. For example, please discuss
any
material trends which may include the anticipated impact of the
government spending, increasing competition and the continuing
situation in the Middle East. For additional guidance, refer to
Commission Release No. 33-8350 (Dec. 19, 2003).
45. We note that, for the two years ended April 2, 2004 and the
period from April 3, 2004 to February 11, 2005, you did not incur
interest-bearing debt. Please expand your disclosure to provide a
discussion of your current indebtedness, the amount of cash flow
required to service such debt and how this will impact your
operations going forward.
46. We note your disclosure on page 60 that you intend to compete
for
business opportunities domestically, including homeland security
and
domestic aviation markets. Please expand your disclosure in this
section to discuss whether this represents a change in your
business
operations going forward.
Factors Affecting Our Future Results, page 35
47. We note that your future results of operations will include
costs
and expenses for you to operate as an independent company. Please
expand your disclosure to briefly discuss and quantify these costs
and expenses.
Contract Backlog, page 37
48. Please tell us your basis for including estimates of the
unfunded
backlog in this table. In addition, please expand your disclosure
to
discuss in more detail how your management determines its estimate
of
the unfunded backlog.
Liquidity and Capital Resources
Cash flows, page 45
49. Explain to us what consideration was given to including an
analysis of the net cash used in operations for the 49 days ended
April 1, 2005 in your discussion of cash flows from operating
activities.
Debt and Other Obligations, page 46
50. We note that your senior secured credit facility contains
financial covenants, including a minimum interest coverage ratio
and
a maximum total debt to EBITDA ratio, and places certain
restrictions
on your ability to make capital expenditures. Please expand your
disclosure to briefly describe the minimum interest coverage
ratio,
the maximum total debt to EBITDA ratio and the restrictions on
your
ability to make capital expenditures and how these covenants will
impact your operations going forward.
The Exchange Offer, page 49
Terms of the Exchange Offer, page 49
51. We note your disclosure on pages 49 and 132 that each broker-
dealer that receives new notes for its own account in exchange for
the original notes, where the original notes were acquired by such
broker-dealer as a result of market-making or other trading
activities, must acknowledge that it will deliver a prospectus in
connection with any resale of the new notes. Please revise to
state
that each broker-dealer must deliver a prospectus.
52. We note the disclosure indicating that you will issue new
notes
or return any old notes not accepted for exchange "as promptly as
practicable" after the expiration of the exchange offer. Rule
14e-
1(c) requires that you exchange the notes or return the old notes
"promptly" upon expiration or termination of the offer, as
applicable. Please revise on page 50 and throughout the document,
as
necessary.
Special Interest, page 50
53. We note your disclosure on page 50 that, if the issuers fail
to
meet certain targets, special interest will become payable in
respect
of the notes. Please revise to define special interest when it is
first referenced.
Expiration Date; Extensions; Amendment, page 52
54. Please advise us as to how oral notice of any extension is
reasonably calculated to reach registered holders of the
outstanding
notes or otherwise satisfies the requirements of Rule 14e-1(d).
55. We note your disclosure on page 52 that the issuers reserve
the
right to delay accepting any original notes, to extend the
exchange
offer or to terminate the exchange offer. Clarify in what
circumstances you will delay acceptance and confirm that any such
delay will be consistent with Rule 14e-1(c). For example, if you
are
referring to the right to delay acceptance only due to an
extension
of the exchange offer, so state.
Business, page 58
56. We note that historically virtually all of your backlog has
been
converted into revenue at or above contract values. Please
clarify,
if true, that your backlog does not take into account any expenses
associated with the contracts and converting backlog into revenue
would not reflect net income associated with the contracts.
Industry Trends, page 60
57. We note your statements that national defense and homeland
security spending is increasing at its fastest pace since the
1980`s
and the U.S. defense budget is entering into its seventh
consecutive
year of growth. Further, we note your reference to estimates by
the
Government Electronics & Information Technology Association.
Please
provide support for your statements in this section, including any
materials prepared by the Government Electronics & Information
Technology Association. In addition, please clearly mark any
supplemental materials to indicate those portions that support
your
statements.
Principal Customers and Contracts, page 63
58. We note that over the last decade you have expanded your
customer
base to include foreign governments and commercial customers.
Please
expand your disclosure to quantify the percentage of your revenues
derived from this expanded customer base.
Management, page 70
59. Pursuant to Item 401(e) of Reg. S-K, please provide more
detailed
dates of employment for your directors and officers, including
Messrs. Cannon, Gorman, Thorne and DiGesualdo.
60. Please disclose which if your parent`s directors are
independent.
In addition, please disclose whether your parent has a standing
audit
committee and, if not, whether the entire Board of Directors
serves
in that capacity.
Employment Agreements and Special Retention Plan, page 74
61. We note that fifteen key employees are eligible to receive an
incentive payment under the DynCorp International LLC Special
Retention Plan. Please expand your disclosure to quantify the
total
amount that could be awarded to these fifteen employees pursuant
to
this plan. In addition, please clarify how the total value for
the
six employees referenced is $3.375 million and the amounts listed
for
Messrs. Cannon, Gorman, Thorne and DiGesualdo total $2.475
million.
If applicable, identify other employees that in the aggregate will
receive approximately $1 million.
Management Incentives, page 74
62. We note that it is contemplated that members of your
management
and outside directors will participate in your profits through a
plan
that grants them Class B interests in DIV Holding LLC. Please
expand
your disclosure to identify these members of your management and
outside directors and describe this plan in more detail. For
example, please provide the total value of the grants made or to
be
made under this plan and whether there are any voting rights or
other
rights associated with the Class B interests. Further, we note
that
the holders of the Class B interests will be entitled to receive a
percentage in the aggregate of all distributions made by DIV
Holding
LLC after holders of Class A interests has received a return of
their
invested capital. Please quantify this percentage.
Security Ownership of Certain Beneficial Holders and Management,
page
75
63. Please identify the third party investor that owns 14% of the
Class A membership interests of DIV Holding LLC.
Certain Relationships and Related Transactions, page 77
64. We note that you paid a transaction fee of $12 million to
Veritas
Capital Management II, L.L.C. Please expand your disclosure to
state
when this fee was paid and describe the services provided in
connection with this fee.
65. We note that you pay an annual management fee of approximately
$300,000 to Veritas Capital Management II, L.L.C. Please expand
your
disclosure to briefly describe the management services provided by
Veritas Capital. Please disclose whether this amount is
comparable
to what you would pay a third party for similar services.
66. We refer to the transitional services agreement with CSC.
Please
expand your disclosure to state the amount that you pay to CSC for
these services and whether it is comparable to what you would pay
a
third party for similar services.
67. We note that the preferred stock shall be subject to a
mandatory
redemption upon the occurrence of a change of control. Please
expand
your disclosure to briefly define what constitutes a "change of
control."
68. We note the covenants in favor of the holders of the preferred
stock. Briefly describe and quantify the maximum debt incurrence
test and the restricted payments test, if such tests have been
determined.
Description of Material Indebtedness, page 79
69. We note your statement that the description does not purport
to
be complete and is subject to and qualified in its entirety by
reference to the provisions of your senior secured credit
facility.
Please note that a summary by its nature is not complete, but
should
highlight all the material provisions and should not be qualified
by
information outside of the prospectus. Please revise
appropriately.
70. We note that the loans under the senior secured term loan bear
interest, at your option, at either (i) the base rate plus an
applicable margin or (ii) the Eurodollar rate plus an applicable
margin. Please expand your disclosure to quantify these
percentage
amounts.
71. We note that you are required to comply with specified
financial
ratios and tests under the senior secured credit facility. Please
expand your disclosure to briefly describe and quantify these
financial ratios and tests.
Material United States Federal Income Tax Consequences, page 128
72. We note your statement that the exchange "should not be a
taxable
event" and the holding period for the New Notes "should" include
the
holding period for the Old Notes. Please advise us as to why you
are
not able to make an unqualified statement regarding the tax
treatment
of the exchange and the holding period for the New Notes.
Available Information, page 133
73. Please revise to update the address of the SEC`s public
reference
room to 100 F Street, N.E., Room 1580, Washington, D.C. 20549.
Financial Statements
General
74. Update your financial statements pursuant to 3-12 of
Regulation
S-X.
Consolidated Statements of Member`s Equity
75. Please explain to us how the February 2005 acquisition
transaction is reflected in your consolidated statements of
member`s
equity.
Note 1 - Summary of Significant Accounting Policies
Description of Business and Organization
76. We note the disclosures in the second and fourth paragraph
regarding the transactions of the predecessor entity. Please
confirm
to us that the predecessor financial statements represent
consolidated versus combined financial statements.
Revenue Recognition
77. Further explain how you determine the pro-rata portion of
fixed
fees to be recognized on cost-reimbursable contracts. Tell us if
the
referenced probable and estimable fees are billable under the
contractual terms.
78. Explain how you account for any award or incentive fees
included
in your cost reimbursable contracts. Cite any relevant accounting
literature in your response.
Note 3 - Acquisitions
79. Explain to us how you have considered the disclosure
requirements
of paragraph 51(b) of SFAS 141 as it relates to goodwill acquired
as
part of the acquisition transactions.
Note 7 - Receivables
80. Explain to us the cause for the 78% increase in your
receivable
balance from the prior year to the current year. Tell us what
consideration you have given to disclosing this information in
your
MD&A.
Note 15 - Segment and Geographic Information
81. Explain to us how you complied with all of the disclosure
requirements of paragraph 31 of SFAS 131 when preparing your
segment
disclosure. Additionally, tell us how you considered the need to
provide this information in your MD&A.
Part II. Information Not Required in Prospectus
Exhibits
82. Please file all required exhibits as promptly as possible. We
will review the exhibits prior to granting effectiveness of the
registration statement and may have further comments after our
review. If you are not in a position to file your legal opinion
with
the next amendment, please provide a draft copy for us to review.
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.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
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
September 8, 2005
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