SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 29, 1995
DynCorp
(Exact name of registrant as specified in its charter)
Delaware 1-3879 36-2408747
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
2000 Edmund Halley Drive, Reston, Virginia 22091-3436
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703)-264-0330
Not applicable
(Former name or former address, if changed since last report)
The registrant hereby amends its Form 8-K, Current Report, dated July 13, 1995.
Item 2. Disposition of Assets
Item 2 has been amended in its entirety, to read as follows:
On June 30, 1995, the registrant (the "Company") sold the stock of all
its subsidiaries engaged in the business of commercial aircraft heavy
maintenance and modification (see Item 5. Other Events, for discontinuance of
the Commercial Aviation Sector business) to Sabreliner Corporation, a Delaware
corporation. Those subsidiaries are DynAir Tech of Florida, a Florida
corporation; DynAir Tech of Texas, a Texas corporation; and DynAir Avionics,
Inc., a Florida corporation, all of which were owned by the Registrant as
second-tier subsidiaries of its wholly owned subsidiary, DynCorp Aviation
Services, Inc. Sabreliner Corporation is a publicly owned corporation which has
no relationship to the Registrant or any of its affiliates, to any director or
officer of the Registrant, or to any associate of any such director or officer.
The sale price for the stock of these subsidiaries was $13,700,000 in cash,
subject to additional payments based on future business revenues of the sold
companies. The amount of loss incurred on the sale, net of income taxes, was
$15,939,000.
The Company has received a proposal for the sale of the remaining
portions of the Commercial Aviation Sector and has entered into discussions with
the interested party.
Item 7. Financial Statements and Exhibits
(c) Exhibits
The following Exhibit has been restated in its entirety, and a copy of
the Exhibit as restated is attached hereto:
(99) Restated Consolidated Condensed Balance Sheets as
of December 31, 1994 and December 31, 1995
Assets
Liabilities and Stockholders' Equity
Restated Consolidated Condensed Statements of
Operations for the years ended December 31, 1994 and
1995.
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 9, 1996 H. Montgomery Hougen
H. Montgomery Hougen
Vice President and Secretary
Exhibit 99
DynCorp and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands)
December 31,
1995 1994(a)
Assets
Current Assets:
Cash and short-term investments $ 31,151 $ 7,738
Accounts receivable and contracts in process 179,706 172,731
Inventories of purchased products and supplies,
at lower of cost (first-in, first-out) or market 1,383 793
Deferred income taxes - 2,698
Other current assets 8,095 4,122
Net current assets of discontinued operations - 18,316
Total Current Assets 220,335 206,398
Property and Equipment, at cost:
Land 1,621 5,372
Buildings and leasehold improvements 9,773 24,348
Machinery and equipment 30,234 25,868
41,628 55,588
Accumulated depreciation and amortization (22,600) (17,739)
Net property and equipment 19,028 37,849
Intangible Assets, net of accumulated amortization 50,689 51,837
Other Assets 85,438 32,788
Net Noncurrent Assets of Discontinued Operations - 67,128
Total Assets $375,490 $396,000
Liabilities and Stockholders' Equity
Current Liabilities:
Notes payable and current portion of long-term debt $ 1,260 $ 3,004
Accounts payable 38,007 18,878
Deferred revenue and customer advances 4,814 3,863
Accrued income taxes 11,374 30
Accrued expenses 100,152 95,482
Total Current Liabilities 155,607 121,257
Long-term Debt 104,112 230,444
Deferred Income Taxes 2,917 1,210
Other Liabilities and Deferred Credits 86,992 33,551
Contingencies and Litigation - -
Temporary Equity:
Redeemable Common Stock -
ESOP Shares, 3,791,391 shares issued at $18.10
and 3,904,132 at $14.50 in 1995 and 3,946,542 at $18.20
and 2,977,425 at $14.60 in 1994, subject to restrictions 100,481 86,338
Management Investors, 21,287 shares issued at
$109.64 in 1995 and 32,471 at $110.41 in 1994, subject to
restrictions 27,087 32,544
Other, 125,714 shares issued at $18.10 and $18.20
in 1995 and 1994, respectively 2,275 2,288
Permanent Stockholders' Equity:
Preferred Stock, Class C 18% cumulative, convertible,
$24.25 liquidation value (liquidation value including
unrecorded dividends $11,863,000 in 1995 and $9,948,000
in 1994), 123,711 shares authorized, issued and
outstanding 3,000 3,000
Common Stock, par value ten cents per share, authorized
20,000,000 shares; issued 1,588,587 shares in 1995
and 812,387 shares in 1994 159 81
Common Stock Warrants 11,305 11,486
Unissued Common Stock under restricted stock plan 5,908 9,923
Paid-in Surplus 142,294 120,354
Adjustment for redemption value greater than par value (129,172) (120,460)
Deficit (115,888) (118,256)
Common Stock Held in Treasury, at cost; 1,235,509 shares
and 173,988 warrants in 1995 and 459,309 shares and
173,988 warrants in 1994 (21,084) (8,817)
Unearned ESOP Shares (503) -
Cummings Point Industries Note Receivable - (8,943)
Total Liabilities and Stockholders' Equity $375,490 $396,000
(a) Restated for the discontinuance of the Commercial Aviation business
DynCorp and Subsidiaries
Consolidated Statements of Operations
For the Years Ended December 31
(Dollars in thousands except per share data)
1995 1994(a)
Revenues $908,725 $818,683
Costs and expenses:
Cost of services $871,471 $783,095
Selling and corporate administrative 18,705 16,887
Interest expense 14,856 14,903
Interest income (3,804) (2,398)
Other 10,058 7,654
Total costs and expenses 911,286 820,141
Loss from continuing operations before income taxes,
minority interest and extraordinary item (2,561) (1,458)
Provision (benefit) for income taxes (9,090) (2,236)
Earnings (loss) from continuing operations before
minority interest and extraordinary item 6,529 778
Minority interest 1,255 1,130
Earnings (loss) from continuing operations before
extraordinary item 5,274 (352)
Loss from discontinued operations, net of
income taxes (1,416) (12,479)
Gain on sale of discontinued operations, net of
income taxes 1,396 -
Earnings (loss) before extraordinary item 5,254 (12,831)
Extraordinary loss from early extinguishment
of debt, net of income taxes (2,886) -
Net earnings (loss) $ 2,368 $(12,831)
Preferred Class C dividends not declared or
recorded (1,915) (1,606)
Common stockholders' share of earnings (loss) $ 453 $(14,437)
Earnings (Loss) Per Common Share
Primary and fully diluted:
Continuing operations before extraordinary item $ 0.27 $ (0.29)
Discontinued operations - (1.83)
Extraordinary item (0.23) -
Common stockholders' share of earnings (loss) $ 0.04 $ (2.12)
(a) Restated for the discontinuance of the Commercial Aviation business
