SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
VSE CORPORATION
---------------
(Name of Issuer)
Common Stock ($.05 par value)
-----------------------------
(Title of Class of Securities)
918284100
---------
(CUSIP Number)
September 30, 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:
[X] Rule 13d-1(b)
[ ] 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 in 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).
CUSIP No. 918284100
(1) Names of reporting persons: VSE Corporation Employee ESOP/401(k) Plan
(2) Check the appropriate box if a member of a group (see instructions)
(a) Not Applicable
(b) [ ]
(3) SEC Use Only
(4) Citizenship or place of organization: United States of America
NUMBER OF (5) Sole voting power 84,078
SHARES
BENEFICIALLY (6) Shared voting power 76,175
OWNED BY EACH
REPORTING (7) Sole dispositive power 84,078
PERSON WITH:
(8) Shared dispositive power 76,175
(9) Aggregate amount beneficially owned by each reporting person 160,253
(10) Check if the aggregate amount in Row (9) excludes certain shares (see
instructions) [ ]
(11) Percent of class represented by amount in Row (9) 3.15%
(12) Type of reporting person (see instructions) EP
Item 1.
(a) Name of issuer: VSE CORPORATION
(b) Address of issuer's principal executive offices:
2550 Huntington Ave., Alexandria VA 22303-1499
Item 2.
(a) Name of person filing: VSE Corporation Employee ESOP/401(k) Plan
(b) Address or principal business office or, if none, residence:
2550 Huntington Ave., Alexandria VA 22303-1499
(c) Citizenship: United States of America
(d) Title of class of securities: Common Stock ($.05 par value)
(e) CUSIP No.: 918284100
Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [X] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. 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: 160,253
(b) Percent of class 3.15%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 84,078
(ii) Shared power to vote or to direct the vote 76,175
(iii) Sole power to dispose or to direct the disposition of 84,078
(iv) Shared power to dispose or to direct the disposition of 76,175
Item 5.
Ownership of 5 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 5 percent of the class of securities, check
the following [X].
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control Person.
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. Certifications
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and 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 my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 6, 2008 /s/ Craig S. Weber
--------------------------
Craig S. Weber, Co-Trustee