sec document
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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ECC INTERNATIONAL CORPORATION
(Name of Subject Company)
ECC INTERNATIONAL CORPORATION
(Name of Person Filing Statement)
COMMON STOCK, $.10 PAR VALUE PER SHARE
(Title of Class of Securities)
268255106
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(CUSIP Number of Class of Securities)
ROBERT L. COLLINS
CHIEF EXECUTIVE OFFICER
ECC INTERNATIONAL CORPORATION
2001 WEST OAK RIDGE ROAD
ORLANDO, FLORIDA 32809-3803
(407) 859-7410
(Name, address, and telephone number of person authorized to receive
notices and communications on behalf of the person filing statement)
with a copy to:
STEVEN WOLOSKY
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY, LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 753-7200
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/X/ CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
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Text of Press Release issued by Cubic Corporation and
ECC International Corp. on August 21, 2003
Cubic Corporation to Acquire ECC International Corporation
San Diego, Calif. and Orlando, Fl. - Aug. 21, 2003 - San Diego-based Cubic
Corporation (AMEX:CUB) and Orlando, FL-based ECC International Corporation
(AMEX:ECC), today announced that they have signed a definitive merger agreement
providing for the acquisition of ECC by Cubic. Under the terms of the agreement,
Cubic has agreed to make a tender offer for all of the outstanding shares of ECC
common stock at a price of $5.25 per share, which will, if completed, result in
an aggregate consideration to ECC's stockholders of approximately $42.3 million.
The offer is expected to commence on August 27, 2003 and expire, if not extended
by Cubic, at midnight, Eastern Time on September 24, 2003. The tender offer will
be followed by a merger in which Cubic will acquire, at the same per share
price, the remaining shares of ECC not acquired in the tender offer.
The Board of Directors of ECC has unanimously approved the transaction and is
recommending that stockholders tender their shares of ECC common stock to Cubic
in the tender offer. In addition, stockholders, including Warren Lichtenstein
and Steel Partners II, L.P., holding approximately 37 percent of the outstanding
common stock of ECC have agreed to tender their shares to Cubic in the tender
offer. The tender offer is subject to certain customary conditions, including
the tender of at least a majority of ECC's common stock on a fully diluted
basis. Imperial Capital LLC acted as financial advisor to ECC for this
transaction.
In announcing the merger agreement, Walter J. Zable, Cubic Chairman, President
and Chief Executive Officer, said: "The acquisition of ECC by Cubic will benefit
the employees, customers and investors of both companies. We look forward to the
growth opportunities of the combined companies."
Merrill A. McPeak, ECC International Chairman of the Board, said: "We believe
that ECC's growth potential will be significantly enhanced by becoming part of a
strong company like Cubic."
"This transaction will further strengthen Cubic's position in the defense
marketplace by broadening the scope of our core training business to include
virtual simulation. Once the acquisition is completed, we will have a
significant presence in all three simulation domains: live, virtual and
constructive," said Gerald R. Dinkel, President and CEO of the Cubic Defense
Applications Group. "In addition, ECC's presence in Orlando will provide a
strong base for growing Cubic's already considerable business with key U.S.
Army, Navy, Air Force and Marine Corps simulation customers in Florida." The
foregoing summary is a general description of certain pricing and related terms
contained in the definitive agreement for the proposed transaction, and is
qualified in its entirety by reference to the definitive agreement, a copy of
which will be filed by Cubic with the United States Securities and Exchange
Commission.
This announcement is not an offer to purchase nor a solicitation of an offer to
sell shares. The tender offer for the outstanding shares of ECC common stock
described in this press release has not yet commenced. At the time the tender
offer is commenced, Cubic will file a Tender Offer Statement on Schedule TO, and
ECC will file a Solicitation/ Recommendation Statement on Schedule 14D-9, with
the United States Securities and Exchange Commission. Cubic and ECC also expect
to mail an Offer to Purchase, the Schedule 14D-9 and related tender offer
materials to stockholders of ECC. Investors and security holders of ECC are
urged to read the Offer to Purchase and other relevant materials when they
become available because they will contain important information about the
proposed transaction. Investors and security holders may obtain a free copy of
these materials (when they are available) and other documents filed with the
United States Securities and Exchange Commission at the SEC's web site at
www.sec.gov. A free copy, when it becomes available, may also be obtained from
Georgeson Shareholder Communications, 17 State Street, 10th Floor, New York, NY,
10004.
ABOUT CUBIC CORPORATION
Cubic Corporation is parent to two major segments: defense and transportation.
The Cubic Defense Applications group provides realistic combat training systems
for military forces as well as simulation, force modernization, educational,
operations and maintenance and manufacturing services. The group also supplies
products and systems for Command, Control, Communications, Computers,
Intelligence, Surveillance and Reconnaissance (C4ISR) applications, search and
rescue avionics, and radio communications for military and civil markets. The
Cubic Transportation Systems group designs and manufactures automatic fare
collection systems for public mass transit, including rail and buses, throughout
the world.
ABOUT ECC INTERNATIONAL
Orlando, Fla.-based ECC International is a world leader in the design,
development and production of simulators and related training programs for crew,
operator and maintainer training. ECC provides a wide range of products and
services used by all branches of the U.S. Department of Defense and by armed
forces in 25 other countries.
SAFE HARBOR: This press release contains forward-looking statements, within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, that are based on
management's beliefs and assumptions, current expectations, estimates and
projections. Such statements, including statements relating to Cubic's ability
to complete the tender offer, the anticipated benefits of the acquisition, the
integration of ECC and Cubic, Cubic's and ECC's expectations for future
financial performance and the impact of the acquisition on the growth of the
combined companies, are not historical facts and are forward-looking statements
under the federal securities laws. These statements may contain words such as
"will," "believes," "anticipates," "plans," "expects," "intends," "estimates" or
similar expressions. These statements are not guarantees of the companies'
future performance and are subject to risks, uncertainties and other important
factors that could cause actual performance or achievements to differ materially
from those expressed or implied by these forward-looking statements and include,
without limitation, the risk that the tender offer may not be successful, that
the definitive agreement between Cubic and ECC will be terminated, that ECC and
Cubic will not be able to integrate their operations as expected, that the
acquisition of ECC will not produce the anticipated benefits to the combined
company and other risks or uncertainties detailed in such companies' Securities
and Exchange Commission filings. Given these uncertainties, you should not rely
on forward-looking statements. The companies undertake no obligations to update
any forward-looking statements, whether as a result of new information, future
events or otherwise.
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