SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 2002
(March 14, 2002)
DynCorp
(Exact name of registrant as specified in its charter)
Delaware 1-3879 36-2408747
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
11710 Plaza America Drive, Reston, Virginia 20190
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 261-5000
Item 5. -- Other Events and Regulation FD Disclosure.
On March 14, 2002, the registrant mailed a notice to its stockholders and
participants in its Savings and Retirement Plan, Capital Accumulation and
Retirement Plan, and former Employee Stock Ownership Plan, advising them that
the Board of Directors had authorized management to consider interests of third
parties in a merger or sale of the company, which has the potential for
increasing share value, but noting that no formal agreement has been negotiated
or executed. The notice advised plan participants on how they could cancel
outstanding liquidation or distribution orders under the employee plans.
Exhibits
Exhibit 1 Copy of notice sent to the registrant's stockholders and participants
in the registrant's Savings and Retirement Plan, Capital Accumulation and
Retirement Plan, and former Employee Stock Ownership Plan
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DynCorp
Date: March 19, 2002 /s/ H. Montgomery Hougen
--------------------------------
H. Montgomery Hougen
Vice President and Secretary
Exhibit 1
INFORMATION REGARDING APRIL 8, 2002 INTERNAL MARKET TRADE
To: DynCorp stockholders and participants in the Savings and Retirement Plan
(SARP), Capital Accumulation and Retirement Plan (CAP), and former Employee
Stock Ownership Plan (ESOP)
From: DynCorp
Stockholders and plan participants contemplating a sale or liquidation of shares
during the next Internal Market Trade, now scheduled for April 8, 2002, should
be aware of a development that might affect share value. The Board of Directors
has authorized DynCorp management to consider interests of third parties in a
merger or sale of the company, which has the potential for increasing share
value. Please note that no formal agreement has been negotiated or executed.
However it is conceivable that a transaction could be agreed upon or completed
within the next 90 days. Because it is possible that such a transaction could
result in a higher value than the market price established for the trade
($46.25), stockholders and plan participants should give particular
consideration to these circumstances before selling shares in the trade or
before diversifying out of company stock accounts in the SARP or CAP.
There canbe no assurance that any transaction will occur, or that any
transaction would result in a higher price. It is also possible that the value
of the company's shares in future trades could increase or decrease due to
company performance or general market conditions. This information is
confidential, and it would not be appropriate to discuss it with individuals
outside of the company. However, DynCorp believes it is important to provide you
with as much information as possible on which to base your decisions with regard
to the trade. The following information provides guidance on how to proceed,
whether or not you decide to change your election.
o If you are a record owner of shares and do wish to offer shares for sale
in the Internal Market at the current market price of $46.25, follow the
instructions in the letter from Buck Investment Services which is being
sent with this announcement to record holders. If you do not wish to offer
shares for sale, you do not need to do anything.
o If you are a participant in the SARP or CAP who has previously
requested that some or all of your investment in DynCorp common stock be
liquidated for distribution or transferred to another investment, you may
change your election by calling the T. Rowe Price Participant Account Line
at 800-922-9945, no later than 4:00 p.m. Eastern time, Monday, March 25,
2002. Representatives are available on business days between 8:30 a.m. and
10:00 p.m., Eastern time, to assist you. If you do not want to change your
request, you do not need to do anything.
o If you were a participant in the former ESOP who has (a) requested
an accelerated distribution of your ESOP stock account through sales in the
Internal Stock Market or (b) requested a diversification distribution of
your ESOP account shares, you may change your election by signing the
enclosed form and mailing it to the ESOP Administrator or faxing the signed
form to (703) 261-5363, in time to arrive (1) no later than 5:00 p.m.,
Eastern time, Monday, April 1,2002, in the case of an accelerated
distribution, and (2) no later than 5:00 p.m. Eastern time, Friday, June
14, 2002 in the case of a diversification distribution. If you do not want
to change your request, you do not need to do anything.
SARP and CAP participants who have accumulated salary deferral
contributions for investment in DynCorp common stock should be aware that
there may not be a sufficient number of shares available for sale in the
Internal Market trade on April 8 to meet purchase demand. If that is the
case, some or all of your accumulated contributions will continue to be
held in the T. Rowe Price Prime Reserve (Restricted Cash)Fund until such
time as shares may be available for purchase by the trust.