UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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 with a copy to (402) 341-3070
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 19, 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 the 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.
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CUSIP NO. 127190304 13D Page 2 of 6 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
359,700 Shares
Number of
Shares 8. Shared Voting Power
Beneficially
Owned by 0
Reporting
Person 9. Sole Dispositive Power
With
359,700 Shares
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
359,700 Shares
12. Check Box if Aggregate Amount in Row 11 Excludes Certain Shares
/ /
13. Percent of Class Represented by Amount in Row 11
Approximately 3.30% of voting securities
14. Type of Reporting Person
PN
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CUSIP NO. 127190304 13D Page 3 of 6 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 1.8% of voting securities
14. Type of Reporting Person
PN
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CUSIP NO. 127190304 13D Page 4 of 6 Pages
ITEM 1. SECURITY AND ISSUER.
The securities to which this Schedule 13D relates are shares of common
stock of CACI INTERNATIONAL, INC. ("CACI"), whose principal executive offices
are located at 1100 North Glebe Road, Arlington, Virginia 22201. Parsow
Partnership, Ltd. and Elkhorn Partners Limited Partnership (the "Partnerships")
are the entities making this filing.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), (f) This Statement is being filed by the Partnerships. The sole
general partner of both Partnerships is Alan S. Parsow, 2222 Skyline Drive,
Elkhorn, Nebraska 68022. The business of both Partnerships consists of the
buying and selling, for the account of the Partnership, of stocks, bonds and
other securities, commodities, property and investments. Mr. Parsow is a United
States citizen.
(d)-(e) Neither of the Partnerships nor Mr. Parsow has during the last
five years been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or has been 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 judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation of such law.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Partnerships have acquired CACI common stock through open market
purchases. The purchase price was obtained from the Partnerships' working
capital and from margin account borrowings from brokers.
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.
Mr. Parsow, on behalf of the Partnerships, intends to seek representation
on CACI's board of directors. Mr. Parsow was previously a director of CACI from
1993 to 1997.
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CUSIP NO. 127190304 13D Page 5 of 6 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUES.
(a)(b) As of May 25, 1999, Parsow Partnership, Ltd. owns 359,700 shares of
CACI common stock and Elkhorn Partners Limited Partnership 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 3.30% of
the CACI common stock and Elkhorn Partners Limited Partnership owns
approximately 1.8% of the CACI common stock.
(c) During the past 60 days, Parsow Partnership, Ltd. purchased 58,900
shares of CACI common stock, in open market transactions, at prices ranging from
$16.3125 to $18.0625 per share, and Elkhorn Partners Limited Partnership
purchased 37,600 shares of CACI common stock in open market transactions at
prices ranging from $16.175 to $18 per share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Neither of the Partnerships nor Mr. Parsow has any contract,
arrangement, understanding or relationship with any other person with respect to
any securities of CACI including the transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable.
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CUSIP NO. 127190304 13D Page 6 of 6 Pages
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: May 26, 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
