UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT 1934*
DRS Technologies, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
23330X100
(CUSIP Number)
June 16, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
* 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 the 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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 23330X100
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mason Capital Management LLC, in its capacity as investment manager
for certain investment funds and managed accounts
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,535,700 Common Shares
OWNED BY -----------------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------
7 SOLE DISPOSITIVE POWER
2,535,700 Common Shares
8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,535,700 Common Shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
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12 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
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SCHEDULE 13G
ITEM 1(a). NAME OF ISSUER:
DRS Technologies, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
5 Sylvan Way
Parsippany, NJ 07054
ITEM 2.(a), NAME OF PERSON FILING:
This Schedule is being filed by Mason Capital Management LLC
("Mason Management"), a Delaware limited liability company, with
respect to shares of Common Stock directly owned by Mason
Capital, LP ("Mason Capital LP"), a Delaware limited
partnership; Mason Capital, Ltd. ("Mason Capital Ltd"), a
corporation organized under the laws of the Cayman Islands; and
certain other funds and accounts (the "Managed Accounts").
Mason Management is the investment manager of each of Mason
Capital LP, Mason Capital Ltd and the Managed Accounts, and
Mason Management may be deemed to have beneficial ownership over
the shares of Common Stock reported in this Schedule by virtue
of the authority granted to Mason Management by Mason Capital
LP, Mason Capital Ltd and the Managed Accounts to vote and
dispose of such shares.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The address of each of Mason Management, Mason Capital LP and
Mason Capital Ltd, for purposes of this filing, is:
110 East 59th Street
New York, New York 10022
ITEM 2(C). CITIZENSHIP:
The place of organization of Mason Management is Delaware.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $0.01 par value
ITEM 2(e). CUSIP NUMBER:
23330X100
ITEM 4.(a), (b) AND (c) OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 2,535,700 Common Shares.
(b) Percent of class: 6.1%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote 2,535,700
Common Shares.
(ii) Shared power to vote or direct the vote -0-.
(iii) Sole power to dispose or direct the disposition of
2,535,700 Common Shares.
(iv) Shared power to dispose or direct the disposition
of -0-.
The number of shares beneficially owned as of June 16, 2008
and the percentage of outstanding shares represented thereby
for Mason Management have been computed in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. The percentage of ownership described above is based
on 41,428,176 shares of Common Stock outstanding as of May 23,
2008.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the
class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
The right to receive dividends from, or the proceeds from the
sale of, all shares of Common Stock reported in this statement
as beneficially owned by Mason Management is held by Mason
Capital LP, Mason Capital Ltd or the Managed Accounts, as the
case may be, all of which are the advisory clients of Mason
Management. To the knowledge of Mason Management, none of
these advisory clients
holds such right with respect to more than five percent of the
outstanding Common Stock. Mason Management itself disclaims
beneficial ownership of all shares of Common Stock reported in
this statement pursuant to Rule 13d-4 under the Securities
Exchange Act of 1934, as amended.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITIES BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned Reporting Person, the undersigned Reporting Person certifies
that the information set forth in this statement with respect to it is true,
complete and accurate.
Dated: June 25, 2008
MASON CAPITAL MANAGEMENT LLC,
/s/ John Grizzetti
-----------------------------
John Grizzetti
Chief Financial Officer
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