SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 3)(1)
DRS Technologies, Inc.
(f/k/a Diagnostic/Retrieval Systems, Inc.)
----------------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
23330X 10 0
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(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)
October 12, 2000
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ]
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 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 10 Pages
<PAGE>
CUSIP No 23330X 10 0 SCHEDULE 13D Page 2 of 10 Pages
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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)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
Joint Filing (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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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
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
549,750
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7% (Based on 9,632,390 outstanding on August 11, 2000)
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14 TYPE OF REPORTING PERSON*
PN
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<PAGE>
CUSIP No 23330X 10 0 SCHEDULE 13D Page 3 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lancer Offshore, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
Joint Filing (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,151,350
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0% (Based on 9,632,390 outstanding on August 11, 2000)
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14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
CUSIP No 23330X 10 0 SCHEDULE 13D Page 4 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael Lauer
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
Joint Filing (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,800
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% (Based on 9,632,390 outstanding on August 11, 2000)
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
CUSIP No 23330X 10 0 SCHEDULE 13D Page 5 of 10 Pages
Item 1. Security and Issuer.
This Amendment No. 3 ("Amendment No. 3") to Schedule 13D relates to
the grant of an option to purchase 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. The
principal executive offices of DRS are located at 5 Sylvan Way, Parsippany,
New Jersey, 07054. This Amendment No. 3 hereby amends and restates in its
entirety the Amendment No. 2 to the Schedule 13D filed on July 7, 1999.
Item 2. Identity and Background.
(a) This Amendment No. 3 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.
(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).
<PAGE>
CUSIP No 23330X 10 0 SCHEDULE 13D Page 6 of 10 Pages
(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.
Pursuant to a Stock Option Agreement, dated October 12, 2000, among
the Members and The Veritas Capital Fund, L.P., a Delaware limited
partnership ("Veritas"), a copy of which Option Agreement is attached hereto
as Exhibit 7.2, the Members have collectively granted to Veritas an option
(the "Option") to purchase all shares of DRS Common Stock they respectively
own (the "Optioned Shares") for a purchase price of $17.50 per share in cash
(the "Per Share Price") or an aggregate purchase price of $30,255,750 (the
"Purchase Price"). The Option may be exercised in whole (and not in part) at
any time prior to April 11, 2001 subject to, if applicable, the expiration or
termination of any waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. It is currently anticipated that
Veritas will provide the funds required to pay the Purchase Price if the
Option is exercised. If at any time prior to the expiration of the Option,
any person, including Veritas or any of its affiliates, shall have commenced
a tender offer for any shares of DRS Common Stock, shall have effected a
merger or other business combination with DRS, or shall have acquired 20% or
more of the outstanding shares of DRS Common Stock or all or substantially
all of the assets of DRS, then in any such event, at the time of its exercise
of the Option, Veritas shall pay to the Members an amount in addition to the
Per Share Price equal to 50% of the product of (a) the excess, if any, of (i)
the greater of (A) the highest price paid or proposed to be paid by such
person for any shares of DRS Common Stock or (B) the aggregate consideration
paid, or proposed to be paid in such tender, merger or other business
combination or for such assets divided by the number of shares of DRS Common
Stock then outstanding, over (ii) the Per Share Price, multiplied by (b) the
total number of Optioned Shares.
Item 4. Purpose of Transaction.
Each of the Members has granted to Veritas an option to purchase
all shares of DRS Common Stock they respectively own. The Group is aware
that Veritas has been in discussions with DRS concerning the possibility of
Veritas acquiring DRS by way of a merger in which each share of DRS's
outstanding Common Stock would be converted into the right to receive an
agreed upon cash amount. If such a transaction were to occur, the Common
Stock would no longer be publicly traded and would be eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act.
It is the Group's understanding that to date, no agreement or understanding
has been reached between Veritas and DRS and that no assurance can be given
that an agreement or understanding will be reached. The Group supports any
transaction that would maximize shareholder value, including a potential
transaction with Veritas. The Group's view regarding a transaction that
would maximize shareholder value has been communicated to DRS. The Group,
however, is not acting in concert with Veritas and neither the Group nor any
Member has agreed to act together with Veritas for purposes of acquiring any
shares of Common Stock.
<PAGE>
CUSIP No 23330X 10 0 SCHEDULE 13D Page 7 of 10 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 presently owns 1,151,350 shares of DRS Common
Stock, which amount represents 12.0% of the outstanding shares
of DRS Common Stock (based on 9,632,390 shares outstanding on
August 11, 2000). Lancer Partners presently owns 549,750
shares of DRS Common Stock, which amount represents
approximately 5.7% of the outstanding shares of DRS Common
Stock (based on 9,632,390 shares outstanding on August 11,
2000). Michael Lauer presently owns 27,800 shares of DRS
Common Stock, which amount represents approximately 0.3% of
the outstanding shares of DRS Common Stock (based on 9,632,390
shares outstanding on August 11, 2000). On October 12, 2000,
the Members have granted to Veritas an option to buy all
shares of DRS Common Stock each Member respectively owns. Such
option is exercisable on October 12, 2000 and expires on April
11, 2001.
No other person named in Item 2 above beneficially owns any
shares of DRS Common Stock.
(b) Until the options described in subsection (a) above are
exercised, 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. Until
the options described in subsection (a) above are exercised,
each Member has the sole power to dispose or direct the
disposition of all of their respective securities identified
in subsection (a) above.
(c) The following transactions have been effected since filing of
the Amendment No. 2 to the Schedule 13D on July 7, 1999:
<PAGE>
<TABLE>
<CAPTION>
Name of Member Date Nature of Number of Date Expiration Exercise
Transaction Underlying Shares of Exercisable Date Price
DRS Common Stock
<S> <C> <C> <C> <C> <C> <C>
Lancer Partners 10/12/00 Grant of 549,750 10/12/00 04/11/01 $17.50
Option to per
Buy Share
Lancer Offshore 10/12/00 Grant of 1,151,350 10/12/00 04/11/01 $17.50
Option to per
Buy Share
Michael Lauer 10/12/00 Grant of 27,800 10/12/00 04/11/01 $17.50
Option to per
Buy Share
</TABLE>
<PAGE>
CUSIP No 23330X 10 0 SCHEDULE 13D Page 8 of 10 Pages
(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.
On October 12, 2000, the Members have entered into a Stock Option
Agreement with Veritas, whereby they have granted to Veritas an
option to buy all shares of DRS Common Stock each Member
respectively owns.
Item 7. Materials to be Filed as Exhibits.
7.1. Joint Filing Agreement
7.2. Stock Option Agreement
<PAGE>
CUSIP No 23330X 10 0 SCHEDULE 13D Page 9 of 10 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 correct.
Dated: October 23, 2000
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
CUSIP No 23330X 10 0 SCHEDULE 13D Page 10 of 10 Pages
Exhibit 7.1
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT made as of this 23th day of October 2000 by
and among LANCER PARTNERS LIMITED PARTNERSHIP, a Connecticut limited
partnership ("Lancer Partners") 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. 3 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. 3 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
