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CACI INTERNATIONAL INC. ANNOUNCES AN AGREEMENT WITH LARGEST SHAREHOLDER TO EXPAND AND CHANGE ITS BOARD

 ARLINGTON, Va., Jan. 28 /PRNewswire/ -- CACI International Inc. (NASDAQ: CACI) announced today that it and Alan Parsow, an investor who controls approximately 11.3 percent of CACI's Class A common stock, have reached an agreement to expand and change the composition of the company's board of directors.
 Pursuant to the terms of the agreement, at its annual meeting currently scheduled for May 20, 1993, the company will seek shareholder approval to increase the size of the board to eight directors. It is presently a seven member board.
 The plan contemplates that the new board will be composed of three incumbents, plus one new member named by the nominating committee which consists of CACI Chairman and CEO Jack London, and outside Director Warren R. Phillips. Additionally there will be four new members to be recommended by Mr. Parsow. The plan also contemplates that all nominees will be mutually acceptable to Mr. Parsow and the nominating committee.
 In recognition of these changes to the board and to provide stability, Mr. Parsow has agreed to certain standstill provisions relating to CACI's annual meeting for 1993 and 1994. The provisions may be terminated if the company adopts any form of "poison pill," if Mr. Parsow cannot reach agreement with the company regarding the board nominees, or if the company breaches any term of the agreement.
 Dr. London, the company's second largest shareholder, who owns approximately 9.5 percent of Class A common stock, said that "We are pleased with this plan to move the company forward in its New Era. Over the past two years, CACI has repositioned itself as a highly focused information technology company. We have done this to provide growth opportunities for our customers, our employees and our investors. This agreement will allow us to pursue that growth without distraction. We are eager to move on."
 Mr. Parsow said "CACI is positioned to achieve significant growth in the future through the vigorous pursuit of new markets and the exploitation of its technological capabilities. The board, calling on the diversified expertise of its directors, will seize all appropriate opportunities to maximize shareholder value while realizing the company's full growth potential."
 In the event that two pending shareholder suits are settled prior to the time when nominees are to be designated, the plan also contemplates a possible ninth board member. Although not a party to the agreement announced today, Larry Pfirman, a plaintiff in one of the two pending shareholder suits and owner of approximately 7.9 percent of the company's Class A common stock, would be asked to become the ninth director, subject to shareholder approval. The company said that it had been engaged in settlement negotiations with legal counsel for the plaintiffs in both suits, with the goal of settling those matters. But the company has been informed that on Jan. 25, 1993, in an amendment to his Schedule 13D, Mr. Pfirman declared that the negotiations have "...broken down and that he does not believe that CACI has been negotiating in good faith." The company asserts that it consistently has negotiated in good faith, that it had proposed to Mr. Pfirman a settlement offer it considered responsible, and that it has previously characterized the suits in its filings with the SEC as "without merit." The company said it would welcome a resumption of negotiations and hopes that the agreement with Mr. Parsow announced today will make that more likely.
 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 area.
 -0- 1/28/93
 /CONTACT: Jeffrey P. Elefante of CACI International Inc., 703-841-7800; or Douglas Poretz of Douglas Poretz Ltd., 703-506-1778, for CACI International Inc./
 (CACI)


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

LR-TS -- NY010 -- 0051 01/28/93 08:45 EST
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Date:Jan 28, 1993
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