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
<PAGE>
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
- ----------------------------------------------------------------------------
<PAGE>
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
- ----------------------------------------------------------------------------
<PAGE>
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
- ----------------------------------------------------------------------------
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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
