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COMARCO AND CACI ANNOUNCE AGREEMENT TO MERGE CACI REACHES AGREEMENT TO SETTLE SHAREHOLDER LAWSUITS

 ANAHEIM, Calif., and ARLINGTON, Va., April 27 /PRNewswire/ -- COMARCO, Inc. (NASDAQ: CMRO) and CACI International Inc. (NASDAQ: CACI) announced today the signing of a letter of intent to merge the two companies in a transaction to be accounted for as a pooling of interest. The name of the combined company will be COMARCO International, Inc. The companies anticipate the execution of a definitive merger agreement by May 17, 1993, and a closing of the transaction by July 31, 1993. The merger will be subject to due diligence and approval by the boards of directors and the stockholders of CACI and COMARCO. Full details will be provided to stockholders in proxy statements for the special meetings that will be held to vote on the merger. CACI also announced an agreement to settle its outstanding shareholder lawsuits.
 Under the terms of the letter of intent, shareholders of COMARCO, Inc. will receive 1.075 share of COMARCO International, Inc. for each of their shares, and shareholders of CACI International Inc. will receive one share of COMARCO International, Inc. for each of their shares. Dr. Jack London, currently chairman and CEO of CACI, will serve as chairman and CEO of the new company, and Don Bailey, president and CEO of COMARCO, will become president and chief operating officer. The new board of directors will consist of eight members, four each, representing the CACI and COMARCO boards. The CACI members will include a nominee of Mr. Alan Parsow and three current members. Mr. Parsow has agreed with this board composition in satisfaction of his Jan. 25, 1993 agreement with CACI, and strongly supports this transaction.
 In a joint statement, Gerry Griffin, COMARCO chairman and Dr. London, stated "We are excited about the potential of this new enterprise with 3,300 employees, annual revenue in excess of $220 million per year, $12.4 million of operating income, a combined book value of greater than $43 million and little debt. The objective of the merger is to achieve a critical mass of technology and business that will enable us to achieve our closely related corporate objectives. We will operate in over 65 locations in 25 states and five countries. Not only are we an outstanding operational and geographic fit, but our combined financial strength will enable us to aggressively pursue acquisitions with the goal of building a major information technology company for the 1990s and beyond."
 In a separate statement, Dr. London announced that CACI has arrived at agreements to settle the ongoing shareholder lawsuits pending in Delaware Chancery Court and in the District of Columbia. Terms of the agreement include the establishment of a $600,000 fund to pay certain shareholder claims, and CACI has agreed to reimburse the plaintiffs for their reasonable legal fees and expenses up to a total of $573,000. 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 19, 1990 to Dec. 1, 1990, and sold that stock at a loss as defined in the settlement agreement. The settlement is contingent upon completion of the merger and court approval.
 Dr. London also announced that, in view of the expected schedule for the merger, CACI's annual meeting of stockholders previously scheduled to be held May 20, has been postponed and will be held concurrently with the meeting to be called to vote on the merger.
 CACI is an international information systems and high technology services corporation. CACI is a world leader in computer-based information technology systems, custom software, integration and operations, imaging and document management, simulation, and proprietary database and software products. CACI provides and services worldwide in support of government agencies and commercial enterprises.
 COMARCO provides facility management services, engineering services, and wireless communications products to the public and private sectors.
 CACI COMARCO
 12 months ended 3/31/93 1/31/93
 Revenue $144,392,000 $84,706,000
 Operating income 8,092,000 4,342,000
 Net income 3,118,000 3,272,000
 Shareholders equity 29,545,000 14,229,000
 Number of employees 2,250 1,100
 Shares outstanding at 4/26/93 10,013,000 5,347,000
 Price at 4/26/93 4.25 6.00
 -0- 4/27/93
 /CONTACT: Samuel R. Strickland or Jeffrey P. Elefante, 703-841-7800, both of CACI International, Inc.; or Douglas Poretz of Douglas Poretz, Ltd., 703-506-1778, for CACI International; or Don M. Bailey of COMARCO, Inc., 714-282-3813; or Miriam Adler, 212-986-5900, or Doug Sherk, 415-296-7383, both of Morgen Walke Associates, for COMARCO, Inc./
 (CMRO CACI)


CO: CACI International Inc.; COMARCO, Inc. ST: California, Virginia IN: CPR SU: TNM

TS-LR -- NY018 -- 1151 04/27/93 08:53 EDT
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Date:Apr 27, 1993
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