<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
GRC International, Inc.
________________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $.10
________________________________________________________________________________
(Title of Class of Securities)
36192210
_______________________________________________________________
(CUSIP Number)
Frank J. A. Cilluffo
Cilluffo Associates, L.P.
160 Broadway, East Building
New York, New York 10038
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 15, 1996
_______________________________________________________________
(Date of Event which Requires 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(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* 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 (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 36192210 PAGE 2 OF 9 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cilluffo Associates, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,708,000
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,708,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,708,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
18.4%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 36192210 PAGE 3 OF 9 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frank J. A. Cilluffo
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,708,000
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,708,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,708,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
18.4%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 36192210 PAGE 4 OF 9 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Edward C. Meyer (Ret.)
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
15,606
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,708,000
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
15,606
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,708,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,723,606
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
18.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
AMENDMENT NO. 12 TO SCHEDULE 13D
This Schedule 13D is being amended (and restated pursuant to
Regulation S-T, Rule 101(a)(2)(ii)) and filed pursuant to Regulation 13D-G of
the Securities Exchange Act of 1934. Items 1 through 7 of statements on
Schedule 13D (as previously amended) filed by Cilluffo Associates, L.P.
("Cilluffo Associates"), Frank J. A. Cilluffo and General Edward C. Meyer (Ret.)
(collectively, the "Reporting Persons"), are amended and restated as set forth
under the appropriate captions below.
Item 1. Security and Issuer.
-------------------
This statement relates to the Common Stock, par value $.10 per share
(the "Shares") of GRC International, Inc. (formerly known as Flow General Inc.),
a Delaware corporation (the "Company"). The Company has its principal
executive offices at 1900 Gallows Road, Vienna, Virginia 22182.
Item 2. Identity and Background.
-----------------------
(a) and (b)
The principal business of Cilluffo Associates is investing in
securities for its own account. Mr. Cilluffo and General Meyer are managing
general partners of Cilluffo Associates.
Cilluffo Capital, L.P. ("Cilluffo Capital") is also a general partner
of Cilluffo Associates. However, the management of Cilluffo Associates is
vested in Mr. Cilluffo, and Cilluffo Capital has no voting or dispositive power
over the Shares owned by Cilluffo Associates. Moreover, the management of
Cilluffo Capital is vested exclusively in Mr. Cilluffo, who is the managing
general partner of Cilluffo Capital. Cilluffo Capital's principal business is
serving as a general partner of Cilluffo Associates.
Information with respect to each of the Reporting Persons is given
solely by such Reporting Person and no Reporting Person has responsibility for
the accuracy or completeness of information supplied by another Reporting Person
unless such Reporting Person has reason to believe that such information is
inaccurate. By its or his signature on this statement, each of the Reporting
Persons agrees that this statement is filed on behalf of it or him.
(c) The principal business address of Cilluffo Associates is 160
Broadway, East Building, New York, New York 10038. The principal business
address of each of Cilluffo Capital and Mr. Cilluffo is 439 Middle Street,
Portsmouth, New Hampshire
Page 5 of 9 Pages
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03801. The address of General Meyer is 1101 S. Arlington Ridge Road, Arlington,
VA 22202.
(d) During the last five years, none of the Reporting Persons or
Cilluffo Capital has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
(e) During the last five years, none of the Reporting Persons or
Cilluffo Capital 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 with respect to such laws.
(f) Mr. Cilluffo and General Meyer are United States citizens, and
each of Cilluffo Associates and Cilluffo Capital is a Delaware limited
partnership.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The aggregate purchase price of the 1,708,000 Shares acquired by
Cilluffo Associates through the date hereof was $8,612,496.30 (including
brokerage commissions). The funds used by Cilluffo Associates to purchase such
Shares came from working capital funds available for investment.
Since July 27, 1993, General Meyer, in his capacity as a director of
the Company, has received 15,606 options to purchase Shares.
Item 4. Purpose of Transaction.
----------------------
The Shares owned by Cilluffo Associates were acquired for investment
purposes. Cilluffo Associates will periodically review its investment in the
Shares and may, from time to time or at any time, determine to buy Shares or any
other securities of the Company or sell Shares or such other securities in the
open market, in privately negotiated transactions or otherwise.
Except as otherwise stated herein, none of the Reporting Persons has
any present plan or proposal which relates to or would result in (a) the
acquisition by any person of additional securities of the Company or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation involving the
Company or any subsidiary thereof; (c) a sale or transfer of a material amount
of assets of the Company or any subsidiary thereof; (d) any change in the
present Board of Directors (the "Board") or management of the
Page 6 of 9 Pages
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Company; (e) any material change in the present capitalization or dividend
policy of the Company; (f) any other material change in the Company's business
or corporate structure; (g) changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition or control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g) of the Securities Exchange Act of 1934; or (j) any action similar
to any of those enumerated above.
The Reporting Persons have communicated and may continue to
communicate with Company representatives and other shareholders regarding the
Company and matters that may affect the Reporting Persons' investment in the
Company.
On July 24, 1992, General Meyer became a member of the Company's
Board.
On January 3, 1995, Cilluffo Associates filed a notification and
report form under the Hart-Scott Rodino Antitrust Improvements Act of 1976 (the
"HSR Act") in order to permit Cilluffo Associates to make future purchases of
Shares which, together with its existing holdings, would exceed the 15%
notification threshold under the HSR Act. The waiting period required under the
HSR Act has since terminated.
Cilluffo Associates by letter dated October 7, 1996, requested the
Company's Board to: (i) expand the Board by one person and (ii) name Mr.
Cilluffo to fill such newly created directorship. Cilluffo Associates also
requested that, upon Mr. Cilluffo's election to the Board, with Mr. Cilluffo's
participation, the Company embark on a prompt selection process for an
investment banking firm to assist in the evaluation of all alternatives for
enhancing the Company's growth and implementation of its long and short term
strategic plans. The scope of the investment banking firm's assignment should
include, without limitation, identification of potential strategic alliances.
On October 15, 1996, Mr. Cilluffo became a member of the Company's
Board.
Mr. Cilluffo and General Meyer are directors of the Company. As
directors of the Company, Mr. Cilluffo and General Meyer have the ability to
participate in and potentially influence the formulation, determination and
direction of certain business decisions and policies of the Company.
Page 7 of 9 Pages
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Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) and (b)
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
REPORTING PERSON BENEFICIALLY OWNED CLASS (1)
<S> <C> <C>
Mr. Frank J. A. Cilluffo 1,708,000 (2)(3) 18.4%
General Edward C. Meyer (Ret.) 1,723,606 (2)(3)(4) 18.5%
Cilluffo Associates 1,708,000 (2)(3) 18.4%
</TABLE>
(1) Based on the 9,291,203 Shares outstanding as of July 31, 1996 as reported
in the Company's 10-K for the fiscal year ended June 30, 1996, plus 15,606
Shares issuable under directors' options in the case of General Meyer.
(2) 1,708,000 Shares are directly owned by Cilluffo Associates. Mr. Cilluffo
and General Meyer, as managing general partners of Cilluffo Associates, are
deemed to share voting and dispositive power over such Shares.
(3) Although each of Cilluffo Associates and General Meyer could be deemed, by
virtue of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as
amended, to be the beneficial owner of the Shares owned by each other, each
such party disclaims such beneficial ownership.
(4) 15,606 Shares may be acquired directly by General Meyer upon exercise of
directors' options.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
Not applicable.
Item 7. Material to Be Filed as Exhibits.
--------------------------------
Pursuant to Regulation S-T, Rule 101(a)(2)(ii), previously filed
exhibits to a Schedule 13D are not required to be restated herein.
Page 8 of 9 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
October 23, 1996
CILLUFFO ASSOCIATES, L.P.
By: /s/ Frank J. A. Cilluffo
---------------------------------
Title: Managing General Partner
/s/ Frank J. A. Cilluffo
-------------------------------------
Frank J. A. Cilluffo
/s/ Edward C. Meyer
-------------------------------------
General Edward C. Meyer (Ret.)
Page 9 of 9 Pages
