UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDED SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
COMARCO, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
200080109
(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 28, 1996
(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(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this 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 securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of less than five percent
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 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.<PAGE>
CUSIP NO. 200080109 13D Page 2 of 7 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
202,400 Shares
Number of
Shares 8. Shared Voting Power
Beneficially
Owned by 0
Reporting
Person
With 9. Sole Dispositive Power
202,400 Shares
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
202,400 Shares
12. Check Box if Aggregate Amount in Row 11 Excludes Certain
Shares
__
/_/
<PAGE>
CUSIP NO. 200080109 13D Page 3 of 7 Pages
13. Percent of Class Represented by Amount in Row 11
Approximately 4.39% of voting securities
14. Type of Reporting Person
PN
<PAGE>
CUSIP NO. 200080109 13D Page 4 of 7 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
24,000 Shares
Number of
Shares 8. Shared Voting Power
Beneficially
Owned by 0
Reporting
Person
With 9. Sole Dispositive Power
24,000 Shares
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
24,000 Shares
12. Check Box if Aggregate Amount in Row 11 Excludes Certain
Shares
__
/_/
<PAGE>
CUSIP NO. 200080109 13D Page 5 of 7 Pages
13. Percent of Class Represented by Amount in Row 11
Approximately .52% of voting securities
14. Type of Reporting Person
PN
<PAGE>
CUSIP NO. 200080109 13D Page 6 of 7 Pages
Item 1. SECURITY AND ISSUER.
The securities to which this Amended Schedule 13D relates
are shares of common stock of Comarco, Inc. ("Comarco"), whose
principal executive offices are located at 22800 Savi Ranch
Parkway, Suite 214, Yorba Linda, California 92687. Parsow
Partnership, Ltd. and Elkhorn Partners Limited Partnership (the
"Partnerships") are the entities making this filing. This filing
constitutes Amendment No. 11 to the Schedule 13D of Parsow
Partnership, Ltd. and Amendment No. 7 to the Schedule 13D of
Elkhorn Partners Limited Partnership.
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 Comarco 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 Comarco common shares as
an investment. The Partnerships intend to review on a continuing
basis their investments in the Comarco common stock, Comarco'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 Comarco
common shares either in the open market, in privately-negotiated
transactions, or otherwise. Additionally, the Partnerships may
dispose of the Comarco common stock they presently own or
hereafter acquire either in the open market, in privately
negotiated transactions, or otherwise. In addition, the
Partnerships reserve the right to take such other actions in
respect of their respective investments in the Comarco common
stock as they may deem appropriate in light of the circumstances
existing from time to time, including, without limitation,
seeking representation on the board of directors of Comarco or
taking other steps with management designed to enhance
shareholder value.
<PAGE>
CUSIP NO. 200080109 13D Page 7 of 7 Pages
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)(b) As of May 28, 1996, Parsow Partnership, Ltd. owns
202,400 shares of Comarco common stock and Elkhorn Partners
Limited Partnership owns 24,000 shares of Comarco common stock.
The Comarco proxy statement for the annual meeting of
stockholders to be held on July 10, 1996 reported that there were
outstanding 4,718,959 shares of Comarco common stock as of May
13, 1996. Based on this number, Parsow Partnership, Ltd. owns
approximately 4.39% of the Comarco common stock and Elkhorn
Partners Limited Partnership owns approximately .52% of the
Comarco common stock.
(c) During the past 60 days, Parsow Partnership, Ltd. and
Elkhorn Partners Limited Partnership sold shares of Comarco
common stock as previously reported on an Amended Schedule 13D
dated May 17, 1996. In addition, since May 18, 1996, Parsow
Partnership, Ltd. has sold 62,500 shares of Comarco common stock,
in open market transactions, at prices ranging from $19.95 to
$21.70 and Elkhorn Partners Limited Partnership has sold 14,000
shares of Comarco common stock, in open market transactions, at
prices ranging from $20.575 to $21.70.
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 Comarco 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.
SIGNATURE
After due 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 29, 1996.
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
