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CACI ANNOUNCES PLANS FOR SELF TENDER OF 1.6 MILLION SHARES AND SETTLEMENT OF SHAREHOLDER LAWSUITS

 ARLINGTON, Va., Sept. 2 /PRNewswire/ -- CACI International Inc. (NASDAQ: CACI) announced today that it plans to make a self-tender offer for 1,600,000 shares of its class A common stock. There are currently 9,936,669 class A shares outstanding. The self tender requires the approval of the courts and would be undertaken as part of a settlement of two shareholder suits filed in 1991 and pending in Delaware Chancery Court and in the District of Columbia.
 Under the terms of the settlement, the company would self tender for the shares at a premium of up to 20 percent over the average closing price for the 20 days prior to the settlement papers being filed with the courts. The company said it would pay up to $5.40 per share, but not less than $5.25 per share. Also under the terms, neither senior management nor any director of the company would tender any of their shares in the tender offer.
 The offer will be made only by publication of an official tender offer statement, after appropriate filings with the Securities and Exchange Commission.
 CACI Chairman/CEO Jack London said, "The stock self tender is seen as a good business decision; the settlement of the suits avoids the cost of further litigation by the corporation. The stock buyback will be anti-dilutive to future earnings per share and will result in enhanced shareholder value. The ending of these old issues makes it possible for management to concentrate its business plan for building the company going forward."
 The company also agreed as part of the settlement to nominate four new candidates to its seven member board at its annual meeting this fall. The company's board currently has two vacant seats and two of its current members will be retiring. The new board nominees will be selected by a nominating committee of non-management directors who will consult with plaintiffs for the purpose of selecting suitably qualified candidates.
 London continued, "The settlement does not acknowledge any wrong- doing on the part of the board on any aspect of the plaintiffs suits, but the board does believe that settlement, now on these terms, will be beneficial.
 "By eliminating these issues we believe we can attract the attention of the investment community to the company on the substantive merits: our on-going transformation of CACI into a premier information technology company, with distinction in the industry, and a backlog of $570 million as of June 30, 1993, up 55 percent over the same date last year."
 London concluded, "We anticipate that this settlement package will move forward swiftly because of the importance of putting these matters to rest."
 The settlement of the lawsuits includes the establishment of a $600,000 fund to pay certain shareholder claims. CACI has also agreed to reimburse the plaintiffs for their reasonable legal fees and expenses up to a total of $588,000. The shareholder fund will be available on a claims-made basis to cover any loss suffered by a former shareholder who held stock during the period from April 16, 1990 to Dec. 1, 1990, and sold that stock at a loss as defined in the settlement agreement. The costs for defending against shareholder litigation last year totaled $426,000 in net after tax charges.
 CACI is an international information systems and high technology services corporation. CACI is a world leader in computer-based technology, systems, custom software, integration and operations, imaging and document management, simulation, and proprietary database and software products. CACI provides products and services worldwide in support of government agencies and commercial enterprises.
 Offices are located in major cities in North America and Western Europe. Corporate headquarters are in the metropolitan Washington, D.C. area.
 -0- 9/2/93
 /CONTACT: Samuel R. Strickland of CACI International Inc., 703-841-7800, or Douglas Poretz of Douglas Poretz Ltd., 703-506-1778
 (CACI)


CO: CACI International Inc. ST: Virginia IN: CPR SU: SRP

LG-OS -- NY065 -- 8481 09/02/93 14:27 EDT
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Publication:PR Newswire
Date:Sep 2, 1993
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