-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CoToCx631myJoUMBlpAlru0cHTpBLLBYKqJPzQvv5rReVNF4o1MLRU8ViZSN0FvY Qb09cl8EJb/XOdvVp0GQwA== 0000900440-99-000057.txt : 19990917 0000900440-99-000057.hdr.sgml : 19990917 ACCESSION NUMBER: 0000900440-99-000057 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990916 GROUP MEMBERS: ELKHORN PARTNERS LTD GROUP MEMBERS: PARSOW PARTNERSHIP LTD ET AL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CACI INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000016058 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 541345888 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-32900 FILM NUMBER: 99712474 BUSINESS ADDRESS: STREET 1: 1100 N GLEBE ST CITY: ARLINGTON STATE: VA ZIP: 22201 BUSINESS PHONE: 7038417800 MAIL ADDRESS: STREET 1: 1100 NORTH GLEBE ROAD CITY: ARLINGTON STATE: VA ZIP: 22201 FORMER COMPANY: FORMER CONFORMED NAME: CACI INC /DE/ DATE OF NAME CHANGE: 19870119 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED ANALYSIS CENTERS INC DATE OF NAME CHANGE: 19730102 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA ANALYSIS CENTER INC DATE OF NAME CHANGE: 19680603 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PARSOW PARTNERSHIP LTD ET AL CENTRAL INDEX KEY: 0000932120 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2222 SKYLINE DRIVE CITY: ELKHORN STATE: NE ZIP: 68022 BUSINESS PHONE: 4022893217 MAIL ADDRESS: STREET 1: ELKHORN LIMITED PARTNERSHIP STREET 2: PO BOX 0449 CITY: ELKHORN STATE: NE ZIP: 68022 SC 13D/A 1 PARSOW SCHEDULE 13D, AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* CACI INTERNATIONAL, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 127190304 (CUSIP Number) David L. Hefflinger Alan S. Parsow McGrath, North, Mullin General Partner & Kratz, P.C. P. O. Box 0449 1400 One Central Park Plaza Elkhorn, NE 68022 Omaha, NE 68102 (402) 289-3217 (402) 341-3070 with a copy to (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 15, 1999 (Date of Event which Required 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(e), 13d-1(f) or 13d-1(g), check the following box [ ]. * 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP NO. 127190304 13D Page 2 of 5 Pages 1. Name of Reporting Person SS or IRS Identification Number of Above Person Parsow Partnership, Ltd., a Limited Partnership / 47-0541937 2. Check the Appropriate Box if a Member of a Group /X/ (a) / / (b) 3. SEC Use Only 4. Source of Funds WC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization Nebraska 7. Sole Voting Power 366,400 Shares Number of Shares 8. Shared Voting Power Beneficially Owned by 0 Reporting Person 9. Sole Dispositive Power With 366,400 Shares 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 366,400 Shares 12. Check Box if Aggregate Amount in Row 11 Excludes Certain Shares / / 13. Percent of Class Represented by Amount in Row 11 Approximately 3.36% of voting securities 14. Type of Reporting Person PN CUSIP NO. 127190304 13D Page 3 of 5 Pages 1. Name of Reporting Person SS or IRS Identification Number of Above Person Elkhorn Partners Limited Partnership / 47-0721875 2. Check the Appropriate Box if a Member of a Group /X/ (a) / / (b) 3. SEC Use Only 4. Source of Funds WC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization Nebraska 7. Sole Voting Power 196,600 Shares Number of Shares 8. Shared Voting Power Beneficially Owned by 0 Reporting Person 9. Sole Dispositive Power With 196,600 Shares 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 196,600 Shares 12. Check Box if Aggregate Amount in Row 11 Excludes Certain Shares / / 13. Percent of Class Represented by Amount in Row 11 Approximately 1.80% of voting securities 14. Type of Reporting Person PN CUSIP NO. 127190304 13D Page 4 of 5 Pages Parsow Partnership, Ltd. and Elkhorn Partners Limited Partnership (the "Partnerships") make this filing to amend certain information previously reported by the Partnerships. This filing constitutes Amendment No. 1 to the Schedule 13D of Parsow Partnership, Ltd. and Elkhorn Partners Limited Partnership. The Partnerships amend such prior Schedule 13D reports with respect to the Class A common stock of CACI International, Inc. ("CACI") by adding the following information to the item indicated: ITEM 4. PURPOSE OF THE TRANSACTION. The Partnerships have acquired the CACI common shares as an investment. The Partnerships intend to review on a continuing basis their investments in the CACI common stock, CACI's business affairs and financial condition, as well as conditions in the securities markets and general economic and industry conditions. The Partnerships may purchase additional CACI common shares either in the open market, in privately negotiated transactions, or otherwise. Additionally, the Partnerships may dispose of the CACI common stock they presently own or hereafter acquire either in the open market, in privately negotiated transactions, or otherwise. Parsow Partnership, Ltd. intends to nominate eight persons, including Mr. Parsow, to the CACI board of directors. Alan Parsow, General Partner of the Partnerships, was previously a director of CACI from 1993 to 1997. Pursuant to the CACI bylaws, Parsow Partnership, Ltd. sent to CACI's Secretary on September 14, 1999 a notice of its intention to make such nominations. The notice is attached as Exhibit A hereto. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)(b) As of September 15, 1999, Parsow Partnership, Ltd. beneficially owns 366,400 shares of CACI common stock and Elkhorn Partners Limited Partnership beneficially owns 196,600 shares of CACI common stock. The CACI Form 10-Q for the quarter ended March 31, 1999 reported that there were outstanding 10,911,000 shares of CACI common stock as of March 31, 1999. Based on this number, Parsow Partnership, Ltd. owns approximately 3.36% of the CACI common stock and Elkhorn Partners Limited Partnership owns approximately 1.80% of the CACI common stock. (c) During the past 60 days, Parsow Partnership, Ltd. purchased 2,000 shares of CACI common stock, in open market transactions, at $21.4875 per share. Elkhorn Partners Limited Partnership did not purchase any shares of CACI common stock during the past 60 days. CUSIP NO. 127190304 13D Page 5 of 5 Pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A. CACI International, Inc. Notice Re Nominees For Director SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. DATED: September 15, 1999 Elkhorn Partners Parsow Partnership, Ltd., Limited Partnership A Limited Partnership By: /s/ Alan S. Parsow By: /s/ Alan S. Parsow Alan S. Parsow Alan S. Parsow General Partner General Partner EX-99.1 2 NOTICE RE NOMINEES FOR DIRECTOR EXHIBIT A CACI INTERNATIONAL, INC. NOTICE RE NOMINEES FOR DIRECTOR The undersigned hereby notifies CACI INTERNATIONAL, INC. ("CACI"), pursuant to the CACI bylaws, that it intends to nominate Alan S. Parsow, David S. Logan, L.E. Wilson, Sean T. Mullen, Dr.William H. Evers Jr., Lawrence I. Batt, Louis B. Lloyd and John W. Woodmansee Jr. (the "Nominees") as directors of CACI at the CACI annual stockholders' meeting. The undersigned also represents that the following information is true and correct to the best of its knowledge and belief: With respect to the stockholder giving this notice: 1. Name: Parsow Partnership, Ltd. 2. Record Address: 2222 Skyline Drive P.O. Box 818 Elkhorn, NE 68022 3. Stock Class and Ownership: Parsow Partnership, Ltd. owns 366,400 shares of CACI Class A Common Stock as of September 13, 1999, and Elkhorn Partners, L.P. owns 196,600 shares of CACI Class A Common Stock as of September 13, 1999. Parsow Partnership and Elkhorn Partners are affiliated in that Alan S. Parsow is the General Partner of both entities. With respect to the persons proposed to be nominated for election as directors: Alan S. Parsow 1. Age: 49 2. Principal Occupation: General Partner of Parsow Partnership, Ltd. and Elkhorn Partners, L.P., two partnerships specializing in investments. 3. Business Address: P.O. Box 818 Elkhorn, NE Residence Address: Same 4. Stock Class and Ownership:Parsow Partnership, Ltd. beneficially owns 366,400 shares of CACI Class A Common Stock as of September 13, 1999, and Elkhorn Partners, L.P. beneficially owns 196,600 shares of CACI Class A Common Stock as of September 13, 1999. Parsow Partnership and Elkhorn Partners are affiliated in that Alan S. Parsow is the General Partner of both entities. Such shares are held of record by Bank of America Securities, 600 Montgomery Street, San Francisco, California. 5. Business Experience: The Nominee's business experience during the past five years is as follows: 1972 - Present Parsow Partnership, Ltd. General Partner 1989 - Present Elkhorn Partners, L.P. General Partner 6. Directorships: The Nominee is a director of the following companies which are registered pursuant to the Securities Exchange Act of 1934 or are registered as an investment company under the Investment Company Act of 1940: Republic Funds Group. David S. Logan 1. Age: 81 2. Principal Occupation: Managing Partner of Mercury Investments (a private investment company) 3. Business Address: 919 N. Michigan Ave., Ste. 3301 Chicago, IL 60611 Residence Address: 209 E. Lakeshore Dr. Chicago, IL 60611 4. Stock Class and Ownership:Class A Common Stock; 41,100 shares 5. Business Experience: The Nominee's business experience during the past five years is as follows: 1955 - Present Mercury Investments Managing Partner 6. Directorships: The Nominee is a director of the following companies which are registered pursuant to the Securities Exchange Act of 1934 or are registered as an investment company under the Investment Company Act of 1940: None L.E. Wilson 1. Age: 55 2. Principal Occupation: President of L. Edward Wilson & Associates, Inc. (a management advisory firm specializing in merger, acquisition and strategy planning) 3. Business Address: 6520 Cox Rd. Arrington, TN 37104 Residence Address: Same 4. Stock Class and Ownership:None 5. Business Experience: The Nominee's business experience during the past five years is as follows: 1992 - Present L. Edward Wilson & Assoc. President 6. Directorships: The Nominee is a director of the following companies which are registered pursuant to the Securities Exchange Act of 1934 or are registered as an investment company under the Investment Company Act of 1940: None Sean T. Mullen 1. Age: 43 2. Principal Occupation: Partner in Hancock & Dana P.C. (accounting firm) 3. Business Address: 12829 West Dodge Rd. Omaha, NE 68154 Residence Address: 639 N. 157th Cir. Omaha, NE 68154 4. Stock Class and Ownership:Class A Common Stock; 3,600 shares 5. Business Experience: The Nominee's business experience during the past five years is as follows: 1994 - Present Hancock & Dana P.C. Partner 6. Directorships: The Nominee is a director of the following companies which are registered pursuant to the Securities Exchange Act of 1934 or are registered as an investment company under the Investment Company Act of 1940: None Dr. William H. Evers Jr. 1. Age: 56 2. Principal Occupation: President & CEO of Systems, Technology & Science, LLC, (private consulting company) 3. Business Address: 10117 Walker Lake Drive Great Falls, VA 22066-3501 Residence Address: Same 4. Stock Class and Ownership:Class A Common Stock; 3,000 shares 5. Business Experience: The Nominee's business experience during the past five years is as follows: 1998 - Present Systems, Technology & Science, LLC President & CEO 1996 - 1998 Kaiser Associates, Inc. Vice Chairman 1994 - 1996 United States Department of Defense BMDO Deputy Director 6. Directorships: The Nominee is a director of the following companies which are registered pursuant to the Securities Exchange Act of 1934 or are registered as an investment company under the Investment Company Act of 1940: None Lawrence I. Batt 1. Age: 53 2. Principal Occupation: President of Lawrence I. Batt, P.C. (law firm) 3. Business Address: 209 South 19th Street, Suite 400 Omaha, NE 68102 Residence Address: 10041 Fieldcrest Drive Omaha, NE 68114 4. Stock Class and Ownership: None 5. Business Experience: The Nominee's business experience during the past five years is as follows: 1975 - Present Lawrence I. Batt, P.C. President 6. Directorships: The Nominee is a director of the following companies which are registered pursuant to the Securities Exchange Act of 1934 or are registered as an investment company under the Investment Company Act of 1940: None Louis B. Lloyd 1. Age: 57 2. Principal Occupation: President and CEO of Belfinance Haussman (a private investment company) 3. Business Address: 156 West 56th St., 2001 New York, NY 10019 Residence Address: 444 E. 82nd St., 18A New York, NY 10028 4. Stock Class and Ownership: None 5. Business Experience: The Nominee's business experience during the past five years is as follows: 1994 - Present Belfinance Haussman President & CEO 6. Directorships: The Nominee is a director of the following companies which are registered pursuant to the Securities Exchange Act of 1934 or are registered as an investment company under the Investment Company Act of 1940: Antigua Enterprises and National Wireless John W. Woodmansee Jr. 1. Age: 65 2. Principal Occupation: President and CEO of Tactical & Rescue Equipment, LLC, (design and manufacturing firm specializing in tactical and rescue equipment) 3. Business Address: 5832 Gallant Fox Ln. Plano, TX 75093-4511 Residence Address: Same 4. Stock Class and Ownership: None 5. Business Experience: The Nominee's business experience during the past five years is as follows: 1998 - Present Tactical & Rescue Equipment, LLC President & CEO 1997 - 1998 M & W Medical Management, Inc. CEO & Chairman 1994 - 1997 Perot Systems Corporation Director and President of North American Operations and Sales 6. Directorships: The Nominee is a director of the following companies which are registered pursuant to the Securities Exchange Act of 1934 or are registered as an investment company under the Investment Company Act of 1940: None With Respect to all Nominees: Except as set forth above, there is no other information related to any nominee that is required to be disclosed in solicitations for proxies for elections of directors pursuant to Rule 14a under the Securities Exchange Act of 1934, as amended. The undersigned has executed this document this 13th day of September, 1999. /s/ Alan S. Parsow Alan S. Parsow -----END PRIVACY-ENHANCED MESSAGE-----