UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-L(B), (C) AND (D) AND AMENDMENTS THERETO
FILED PURSUANT TO 13D-2
(AMENDMENT NO. 1)*
BUTLER INTERNATIONAL, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
123649105
(CUSIP Number)
* 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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SCHEDULE 13G
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CUSIP NO. 123649105 PAGE 2 OF 8 PAGES
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NAME OF REPORTING PERSON
1 SS. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Hollybank Investment L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER OF
SHARES 638,250
BENEFICIALLY -----------------------------------------------------------------
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
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7 SOLE DISPOSITIVE POWER
638,250
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
638,250
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/ /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7% (See Note 1)
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12 TYPE OF REPORTING PERSON
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Note 1 - This Percentage is based on 9,510,967 shares of Common Stock
outstanding as of March 16, 2000.
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SCHEDULE 13G
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CUSIP NO. 123649105 PAGE 3 OF 8 PAGES
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NAME OF REPORTING PERSON
1 SS. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Dorsey R. Gardner
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A
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5 SOLE VOTING POWER
NUMBER OF
SHARES 61,000 **Please refer to Item 4, Page 5 for disclaimer of
BENEFICIALLY beneficial ownership
OWNED BY
EACH -----------------------------------------------------------------
REPORTING
PERSON 6 SHARED VOTING POWER
0
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7 SOLE DISPOSITIVE POWER
61,000 **Please refer to Item 4, Page 5 for disclaimer of
beneficial ownership
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,000 **Please refer to Item 4, Page 5 for disclaimer of beneficial
ownership
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES /X/
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6% (See Note 1) **Please refer to Item 4, Page 5 for disclaimer of
beneficial ownership
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12 TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Note 1 - This Percentage is based on 9,510,967 shares of Common Stock
outstanding as of March 16, 2000.
<PAGE>
SCHEDULE 13G
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CUSIP NO. 123649105 PAGE 4 OF 8 PAGES
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ITEM 1(a). NAME OF ISSUER:
Butler International, Inc., a Maryland Corporation (the "Company").
ITEM I(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
110 Summit Avenue
Montville, New Jersey 07645.
ITEM 2(a). NAME OF PERSON FILING:
The Persons filing this statement are Hollybank Investment, L.P., a
Delaware limited partnership ("LP"), Dorsey R. Gardner, a general partner of LP
("Gardner") and Timothy G. Caffrey, a general partner of LP ("Caffrey").
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICES OR, IF NONE, RESIDENCE:
The business address of Gardner and LP is P.O. Box 190240 Miami Beach,
Florida 33119. The business address of Caffrey is One International Place, Suite
2401, Boston, MA 02110.
ITEM 2(c). CITIZENSHIP:
Hollybank Investment, L.P. - Delaware
Dorsey R. Gardner - U.S.A.
Timothy G. Caffrey - U.S.A.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
The title of the class of equity securities to which this statement
relates is the shares of Common Stock, par value $.001 per share (the "Shares"),
of the Company.
ITEM 2(e). CUSIP NUMBER:
123649105
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SCHEDULE 13G
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CUSIP NO. 123649105 PAGE 5 OF 8 PAGES
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ITEM 3. IF THE STATEMENT IS BEING FILED PURSUANT TO RULE 13D-L(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE FILING PERSON IS A:
(a) Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b) Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c);
(d) Investment company registered under Section 8 of the Investment Company
Act of 1940 (15U.S.C. 80a-8);
(e) An investment adviser in accordance with l3d-l(b)(I)(ii)(E);
(f) An employee benefit plan or endowment fund in accordance with 13d- I
(b)(I)(ii)(F);
(g) A parent holding company or control person in accordance with
13d-l(b)(1)(ii)(G);
(h) A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.1813);
(i) A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3);
(j) Group, in accordance with l3d-l(b)(l)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box. /x/
ITEM 4. OWNERSHIP:
The information in Items 5-11 on the cover pages (pages 2 through 6) of
this Schedule 13G is incorporated by reference.
As of the date of this statement, LP is the beneficial owner of 638,250
Shares. Each Gardner and Caffrey, as a general partner of LP may be deemed to
beneficially own Shares beneficially owned by LP. Except to the extent of their
individual interests as partners of LP, Gardner and Caffrey expressly disclaims
such beneficial ownership and the filing of this statement shall not be
construed as an admission that Gardner or Caffrey is the beneficial owner of the
Shares owned by LP and covered by this statement.
<PAGE>
SCHEDULE 13G
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CUSIP NO. 123649105 PAGE 6 OF 8 PAGES
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person had ceased to be the beneficial owner of more than
five percent of the class of securities, check the following
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>
SCHEDULE 13G
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CUSIP NO. 123649105 PAGE 7 OF 8 PAGES
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SIGNATURE
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.
Dated: May 9, 2000
HOLLYBANK INVESTMENT L.P. DORSEY R. GARDNER
BY: /s/ Timothy G. Caffrey BY: /s/ Timothy G. Caffrey
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Timothy G. Caffrey, Timothy G. Caffrey,
General Partner Attorney-in-Fact
/s/ Timothy G. Caffrey
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Timothy G. Caffrey
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION. INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
<PAGE>
SCHEDULE 13G
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CUSIP NO. 123649105 PAGE 8 OF 8 PAGES
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EXHIBIT INDEX
99.1 Joint Filing Agreement. Filed herewith.
99.2 Power of Attorney. Filed herewith.
EXHIBIT 99.1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13G (or any amendment thereof) need be filed on their
behalf with respect to the beneficial ownership of any equity securities of
Butler International, Inc. or any subsequent acquisitions or dispositions of
equity securities of Butler International, Inc. by any of the undersigned.
Dated: May 9, 2000
HOLLYBANK INVESTMENT L.P. DORSEY R. GARDNER
BY: /s/ Timothy G. Caffrey BY: /s/ Timothy G. Caffrey
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Timothy G. Caffrey, Timothy G. Caffrey,
General Partner Attorney-in-Fact
/s/ Timothy G. Caffrey
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Timothy G. Caffrey
Exhibit 99.2
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Timothy G. Caffrey, the undersigned's true and lawful attorney-in-fact
to:
(1) execute for and on behalf of the undersigned, in each the
undersigned's individual capacity, as a general partner by Hollybank
Investment, LP ("LP"), as a managing member of Thistle Investment
LLC ("LLC") and as President and Director of Gattonside Investment
Portfolio (Offshore) Ltd. ("LTD"), Schedule 13G and any amendments
thereto in accordance with Section 13 of the Securities Exchange Act
of 1934 and the rules thereunder;
(2) do and perform any and all act for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Schedule 13G and any amendments thereto and timely file such form
with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is LP, LLC or LTD assuming, any of the undersigned's responsibilities to
comply with Section 13 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Schedule 13G and any amendments
thereto with respect to the undersigned's holdings of and transactions in
securities issued by LP, LLC and LTD, unless earlier revoked by the undersigned
in a signed writing delivered to the foregoing attorney-in-fact.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 9th day of May, 2000.
Dorsey R. Gardner
/s/ Dorsey R. Gardner
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Signature
Dorsey R. Gardner, individually
and as General Partner of
Hollybank Investment, L.P.,
Managing Member of Thistle
Investment LLC, and President
and Director of Gattonside
Investment Portfolio (Offshore)
Ltd.
