SACHS MORTON H & CO /KY/ /ADV
SC 13G/A, 1998-02-13
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                                (Amendment No.1)*

                           Butler International Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                   123649105
                                 (CUSIP Number)

*The remainder of this cover 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 subsquenent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in 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).

1.  NAME OF REPORTING PERSON
    S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        Morton H. Sachs & Co. DBA The Sachs Company ("SC")
        Morton H. Sachs ("MHS")

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                    (a)
        Joint filing pursuant to Rule 13d-1 (f)(1) See Item 2            (b) x

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION
        Louisville, Kentucky    USA

NUMBER OF                5.  SOLE VOTING POWER                       390,500
SHARES
BENEFICIALLY             6.  SHARED VOTING POWER                           0
OWNED BY
EACH                     7.  SOLE DISPOSITIVE POWER                  390,500
REPORTING PERSON
WITH                     8.  SHARED DISPOSITIVE POWER                      0

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        390,500

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
        N/A

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
        5.75%

12. TYPE OF REPORTING PERSON*
        SC-IA   MHS-IN

<PAGE>




Cusip No.123649105                 13G                        Page 2 of 3 Pages

Schedule 13G Additional Information

Item #
1.  (a)  Name of Issuer:
         Butler International Inc.

    (b)  Address of Issuer's Principal Executive Offices:
           110 Summit Avenue
           P.O. Box 460
           Montvale, NJ 07645

2.  (a)  Name of Person Filing:
           Morton H. Sachs & Co. DBA The Sachs Company ("SC") and Morton H. 
           Sachs ("MHS"), the controlling shareholder of SC.  This schedule 
           relates to the same securities.  Each person is individually 
           eligible to use this schedule and has executed the Agreement 
           attached as to that effect.  SEE EXHIBIT A.

    (b)  Address of Principal Business Office for Each of the Above:
           1346 South Third Street
           Louisville, KY  40208

    (c)  Citizenship:
           SC- A Kentucky Corporation
           MHS- USA

    (d)  Title of  Class of  Securities:
           Common Stock

    (e)  CUSIP Number:
           123649105

3.  This statement is filed pursuant to Rule 13d-1(b), or 13d-2(b).  The person
    filing is a:
    (a) [ ] Broker or Dealer registered under Section 15 of the Act
    (b) [ ] Bank as defined in section 3(a)(6) of the Act
    (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
    (d) [ ] Investment Company registered under section 8 of the Investment 
            Company Act
    (e) [x] Investment Adviser registered under section 203 of the Investment 
            Advisers Act of 1940
    (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the 
            provsions of the Employee Retirement Income Security Act of 1974 or 
            Endowment Fund
    (g) [x] Parent Holding Company, in accordance with 240.13d-1(b)(ii)(G) 
            (Note: See Item 7)  The Sachs Company is an investment adviser  
            registered under Section 203 of the Investment Advisers Act of 
            1940 and Morton H. Sachs is an individual controlling shareholder 
            thereof reporting under Rule 13d-1(b) (ii) (G).
    (h) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(H)

4. Ownership:
    (a) Amount Beneficially Owned:                                 390,500
    (b) Percent of Class:                                            5.75%
    (c) Number of shares as to which such person has:
             (i)   sole power to vote or to direct the vote        390,500
             (ii)  shared power to vote or to direct the vote         None
             (iii) sole power to dispose or to direct the 
                   disposition of                                  390,500 
             (iv)  shared power to dispose or to direct
                   the disposition of                                 None

5. Ownership of Five Percent or Less of a Class:
              N/A

<PAGE>




CUSIP NO.123649105                 13G                        Page 3 of 3 Pages

Schedule 13G Additional Information  (continued)

Item #
6. Ownership of More than Five Percent on Behalf of Another Person:
                N/A

7. Identification and Classification of the Subsidiary Which Acquired the
   Security Being Reported on by the Parent Holding Company:
                See Items 2 and 3.

8. Identification and Classification of Members of the Group:
                N/A

9. Notice of Dissolution of  Group:
                N/A

10. Certification:

               By signing below, the undersigned certify that, to the best of 
               their knowledge and belief, the securities referred to above 
               were acquired in the ordinary course of business and were not 
               acquired for the purpose of and do not have the effect of 
               changing or influencing the control of the issuer of such 
               securities and were not acquired in connection with or as a 
               participant in any transaction having such purpose or effect.

               SEE NOTE No. 1 BELOW
               --------------------

               After reasonable inquiry and to the best of my knowledge and 
               belief, I certify that the information set forth in this 
               statement is true, complete and correct.

Date:          February 12, 1998              Date:        February 12, 1998

               Morton H. Sachs & Co. DBA The Sachs Company

Signature: By  /s/ Morton H. Sachs            Signature:   /s/ Morton H. Sachs
               Morton H. Sachs, President                  Morton H. Sachs
        

NOTE No. 1:  Each of the reporting persons hereby disclaims beneficial ownership
             of the above shares, and the filing of this statement shall not be 
             construed as an admission that any of the reporting persons is the 
             beneficial owner of the shares covered by this statement.


                                                                      EXHIBIT A
                                                                      ---------
                                    AGREEMENT

      The undersigned hereby agree that the statement on Schedule G to
      which this is  attached  as Exhibit A is filed on behalf of each
      of the undersigned.


Date:   February 12, 1998           Morton H. Sachs & Co. DBA The Sachs Company
        -----------------
                                    by: /s/Morton H. Sachs
                                        Morton H. Sachs, President

Date:   February 12, 1998               /s/ Morton H. Sachs
        -----------------               Morton H. Sachs



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