SC 13D/A 1 orbit13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ORBIT INTERNATIONAL CORP. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 685559304 (CUSIP Number) Alan S. Parsow with a copy to David L. Hefflinger General Partner McGrath North Mullin Elkhorn Partners Limited Partnership & Kratz, PC LLO P.O. Box 818 Suite 3700 First National Tower Elkhorn, NE 68022 Omaha, NE 68102 (402) 289-3217 (402) 341-3070 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 16, 2004 (Date of Event which Required Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box [ ]. *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. CUSIP NO. 685559304 13D Page 2 of 3 Pages 1. Name of Reporting Person SS or IRS Identification Number of Above Person Elkhorn Partners Limited Partnership / 47-0721875 2. Check the Appropriate Box if a Member of a Group /X/ (a) / / (b) 3. SEC Use Only 4. Source of Funds WC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization Nebraska 7. Sole Voting Power 133,040 Shares Number of Shares 8. Shared Voting Power Beneficially Owned by 0 Reporting Person 9. Sole Dispositive Power With 133,040 Shares 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 133,040 Shares 12. Check Box if Aggregate Amount in Row 11 Excludes Certain Shares / / 13. Percent of Class Represented by Amount in Row 11 Approximately 4.4% of voting securities 14. Type of Reporting Person PN CUSIP NO. 685559304 13D Page 3 of 3 Pages Elkhorn Partners Limited Partnership (the "Partnership") makes this filing to amend certain information previously reported by the Partnership. This filing constitutes Amendment No. 1 to the Schedule 13D of the Partnership. The Partnership amends such prior schedule 13D reports with respect to the common stock of Orbit International Corp. ("Orbit") by adding the following information to the item indicated: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)(b) As of December 16, 2004, the Partnership owns 133,040 shares of Orbit common stock. The Orbit Form 10-Q for the quarter ended September 30, 2004 reported that there were outstanding 3,003,118 shares of Orbit common stock as of November 5, 2004. Based on this number, the Partnership owns approximately 4.4% of the Orbit common stock. (c) During the past 60 days, the Partnership purchased 1,105 shares of Orbit common stock, in open market transactions, at prices ranging from $6.35 to $6.49 per share and sold 26,125 shares of Orbit common stock, in open market transactions, at prices ranging from $9.65 to $12.37 per share. (e) On December 16, 2004, the Partnership ceased to be the beneficial owner of more than five percent of the Orbit common stock. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. DATED: December 17, 2004 Elkhorn Partners Limited Partnership By: /s/ Alan S. Parsow ------------------------ Alan S. Parsow General Partner