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): May 31, 2002 (May 30, 2002)
DynCorp
(Exact name of registrant as specified in its charter)
Delaware 1-3879 36-2408747
(State or other (IRS Employer
jurisdiction of incorporation) (Commission File Number) 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 4. -- Changes in Registrant's Certifying Accountant.
On May 30, 2002, the Board of Directors of DynCorp (the "Company"), upon the
recommendation of its Audit Committee, decided not to engage Arthur Andersen LLP
("Andersen") as the Company's independent public accountant for 2002 and
authorized the engagement of Ernst & Young LLP ("E & Y") to serve as the
Company's independent public accountants for the fiscal year ending December 26,
2002. Andersen had been engaged as the Company's independent public accountant
for the most recent fiscal year but had not yet been selected for the fiscal
year ending December 26, 2002. Andersen reviewed the Company's unaudited interim
financial statements for the quarter ending March 28, 2002 in connection with
the filing of the Company's Form 10-Q.
None of Andersen's reports on the Company's consolidated financial statements
for the fiscal years ended December 27, 2001 and December 28, 2000 contained an
adverse opinion or disclaimer of opinion, nor was any such report qualified or
modified as to uncertainty, audit scope, or accounting principles.
During the two most recent fiscal years of the Company ended December 27, 2001
and December 28, 2000, and the subsequent interim period through March 28, 2002,
there were no disagreements between the Company and Andersen on any matters of
accounting principles or practices, financial statement disclosures, or auditing
scope or procedure, which disagreements, if not resolved to Andersen's
satisfaction, would have caused Andersen to make reference to the subject matter
of the disagreement in connection with its reports. None of the reportable
events described under Item 304(a)(1)(iv) of Regulation S-K occurred within the
two most recent fiscal years ended December 27, 2001 and December 28, 2000 or
within the interim period through the date of this report.
The Company provided Andersen with a copy of the foregoing disclosures. Attached
as Exhibit 16.1 is a copy of Andersen's letter, dated May 31, 2002, evidencing
its agreement with the statements set forth in this report.
During the Company's most recent fiscal years and through the date of this Form
8-K, the Company did not consult E & Y with respect to the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial
statements, or any other matters or reportable events listed in Item
304(a)(1)(iv) of Regulation S-K.
Item 7. -- Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit 16.1 Letter from Arthur Andersen LLP, dated May 31, 2002.
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: May 31, 2002 /s/ Patrick C. FitzPatrick
---------------------------------------
Patrick C. FitzPatrick
Senior Vice President &
Chief Financial Officer
Exhibit 16.1
Arthur Andersen LLP
8000 Towers Crescent Drive
Vienna, Virginia
May 31, 2002
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
We have read the first four paragraphs of Item 4 included in the Form
8-K dated May 31, 2002 of DynCorp to be filed with the Securities and
Exchange Commission and are in agreement with the statements contained therein.
Very truly yours,
Arthur Andersen LLP