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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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)
March 2, 1999
_______________________________________________________________
(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).
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AMENDMENT NO. 13 TO SCHEDULE 13D
This amended Schedule 13D 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"). Item 4 of a statement 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") is amended as follows:
Page 2 of 4 Pages
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Item 4. Purpose of Transaction.
----------------------
No change except for the addition of the following:
At the annual meeting of the Company's stockholders on November 5,
1998 (the "Annual Meeting"), shareholder proposals (the "Shareholder
Proposals"), which were included in the Company's proxy statement dated
October 5, 1998, were presented. The Shareholder Proposals included (1) a
recommendation to the Company's Board of Directors (the "Board") that the
Board take steps to declassify the Board and (2) a recommendation that the
Board terminate the Company's Shareholder Rights Plan ("poison pill").
According to the Company's Form 10-Q for the period ended September 30,
1998, approximately 65% and 66% of the shares represented at the Annual
Meeting that were authorized to vote on such Shareholder Proposals at such
meeting were voted, respectively, in favor of the Shareholder Proposals.
The Reporting Persons believe that the actions contemplated by the
Shareholder Proposals are in the best interests of the Company and its
stockholders. As a result, and consistent with the prior disclosure in the
Proxy Statement, the Reporting Persons voted their Shares in favor of the
Shareholder Proposals. Based on, among other things, statements made at the
Annual Meeting, the Reporting Persons believe that, at an early Board
meeting in calendar year 1999, the Board would consider implementation of
these approved Shareholder Proposals. Based on both the merits of the
Shareholder Proposals and the outcome of the shareholder vote, the
Reporting Persons encourage the Board to take the actions necessary for
implementation of the Shareholder Proposals.
In the ordinary course of their business, the Reporting Persons from
time to time review the performance of their investments and consider
possible strategies for enhancing value. As part of their ongoing review of
their investment in the Shares, the Reporting Persons may explore from time
to time a variety of alternatives, including, without limitation: (a) the
acquisition of additional securities of the Company or the disposition of
securities of the Company in the open market or in privately negotiated
transactions; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) a change in the present Board or
management of the 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) 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
interdealer quotation system of a registered national securities
association; (h) causing a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; and (i) any
action similar to any of those enumerated above.
In connection with requests by certain partners of Cilluffo Associates
to withdraw all or a portion of such partners' capital investment in
Cilluffo Associates, in accordance with the terms of its partnership
agreement, Cilluffo Associates designated the shares of the Company as a
security subject to withholding by Cilluffo Associates. As a result of such
designation, under the terms of the partnership agreement, Cilluffo
Associates is generally not required to distribute the underlying Shares or
any cash or other capital with respect thereto prior to December 31, 2000.
However, such distribution could occur earlier in the event that the
business of Cilluffo Associates is earlier terminated, the ownership of the
Shares is no longer reportable on this Schedule 13D, or the Managing
Partners otherwise determine.
In connection with a Board restructuring plan described in the Proxy
Statement, the Board expressed its belief that seven is a more appropriate
number of directors for the Company than the previous size of the Board,
which was 12. Since November 5, 1998, General Meyer is no longer a director
of the Company.
The Reporting Persons are currently actively considering the
nomination of potential director candidates to be considered at the 1999
Annual Meeting of the stockholders, who would, among other things, be
expected to be supportive of implementation of the Shareholder Proposals.
In addition, the Reporting Persons are also actively considering the
retention of a financial advisor in advance of such meeting to assist them
in their ongoing review of their investment in the Shares and related
alternatives. However, no final decision has been made with respect to
either of these matters, and the Reporting Persons currently have no plans
or proposals with regard thereto.
Except as previously reported in this Schedule 13D, the Reporting
Persons currently have no plans or proposals regarding any of the foregoing
matters, and there is no assurance that the Reporting Persons will develop
additional plans or proposals with respect to any of the foregoing matters.
Any alternatives which the Reporting Persons may pursue will depend upon a
variety of factors, including, without limitation, current and anticipated
future trading prices for the Shares, the availability of Shares for
purchase and the demand for Shares by potential purchasers, ongoing
evaluation of the Company's business, management, financial condition,
operations and prospects, the actions of management and the Board,
including with respect to the Shareholder Proposals, the relative
attractiveness of alternative investment and business opportunities and
general economic, financial market and industry conditions.
The Reporting Persons 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.
Although the foregoing reflects activities presently contemplated by
the Reporting Persons with respect to the Company, the foregoing is subject
to change at any time, and there can be no assurance that the Reporting
Persons will take any of the actions referred to above.
Mr. Cilluffo, as a director of the Company, has communicated and
intends to continue to communicate with management and other directors
regarding the Company and matters that may affect the Reporting Persons'
investment in the Company. As a director of the Company, Mr. Cilluffo has
the ability to participate in and potentially influence the formulation,
determination and direction of certain business decisions and policies of
the Company, including matters of the type referred to above.
Page 3 of 4 Pages
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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.
March 2, 1999
CILLUFFO ASSOCIATES, L.P.
By: /s/ Frank J. A. Cilluffo
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Title: Managing General Partner
/s/ Frank J. A. Cilluffo
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Frank J. A. Cilluffo
/s/ Edward C. Meyer
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General Edward C. Meyer (Ret.)
Page 4 of 4 Pages
