SEC Info - Cubic Corp/DE - ‘PRER14A’ on 7/1/96

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Cubic Corp/DE – ‘PRER14A’ on 7/1/96

As of: Monday, 7/1/96 · Accession #: 912057-96-13557 · File #: 1-08931

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/01/96  Cubic Corp/DE                     PRER14A                1:16K                                    Merrill Corp/FA

Revised Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Revised Preliminary Proxy Solicitation Material        8     29K 

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934 

Filed by the Registrant  /X/                                                    

Check the appropriate box:                                                      

/X/  Preliminary Proxy Statement                                                

CUBIC CORPORATION 
------------------------------------------------------------- 
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):                              

/X/  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or 
Item 22(a)(2) of Schedule 14A.                                        

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CUBIC-REGISTERED TRADEMARK- CORPORATION 

----------------

PRINCIPAL EXECUTIVE OFFICE

9333 BALBOA AVENUE
SAN DIEGO, CALIFORNIA 92123 

------------------------

To Cubic Shareholders:                                                          

    A  special meeting of the Shareholders of  Cubic Corporation will be held at
the offices of the Company at  9333 Balboa Avenue, San Diego, California  92123,
on  July 23, 1996, at 10:00 a.m. Pacific Daylight Saving Time. The formal notice
and proxy statement follow.                                                     

    The Directors and Officers of the Corporation invite your attendance at  the
meeting.  Whether  or not  you plan  to  attend the  meeting, however,  we would
appreciate your  completing  and  returning the  accompanying  proxy  which,  of
course, may be revoked at any time before it is used.                           

                    Sincerely yours,

                   Walter J. Zable
                         CHAIRMAN OF THE BOARD

June 28, 1996                                                                   

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 TO ENSURE YOUR REPRESENTATION AT THE MEETING,
PLEASE DATE, SIGN AND MAIL PROMPTLY 
THE ENCLOSED PROXY, FOR WHICH 
A RETURN ENVELOPE IS PROVIDED.

CUBIC-REGISTERED TRADEMARK- CORPORATION 

----------------

NOTICE OF SPECIAL MEETING 

--------------------- 

    A  special meeting of shareholders of Cubic  Corporation will be held in the
Main Conference Room  in Building 10  at the Headquarters  of the Company,  9333
Balboa  Avenue, San  Diego, California  92123, on July  23, 1996,  at 10:00 a.m.
Pacific Standard Time, for the following purpose:                               

    1.  To approve the  amendment to Article 4  of the Company's Certificate  of
       Incorporation  to divide each  two shares of  the Company's Common Stock,
       without par value,  into three  Common shares, without  par value,  which
       constitutes   a  three-for-two  split  of  all  shares  of  Common  Stock
authorized by the Company's Certificate of Incorporation.         

    Shareholders of record at  the close of  business on June  24, 1996 will  be
entitled to vote at the meeting. The transfer books will not be closed.         

                                      By Order of the Board of Directors

                           William C. Stewart, Jr.
             SECRETARY

San Diego, California                                                           
June 28, 1996                                                                   

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CUBIC-REGISTERED TRADEMARK- CORPORATION 

----------------

PRINCIPAL EXECUTIVE OFFICE
9333 BALBOA AVENUE
SAN DIEGO, CALIFORNIA 92123 

------------------------

PROXY STATEMENT 

    Proxies  in the form enclosed with this statement are solicited by the Board
of Directors of Cubic Corporation for use at the Special Meeting of shareholders
of the  Corporation to  be held  in San  Diego, California,  on July  23,  1996.
Execution  of a proxy will not in any way affect a shareholder's right to attend
the meeting and vote in person, and any shareholder giving a proxy has the right
to revoke it at any time before it is exercised by filing with the Secretary  of
the  Corporation a  written revocation  or duly  executed proxy  bearing a later
date. The Proxy will be suspended if  the shareholder is present at the  meeting
and elects to vote in person.                                                   

OUTSTANDING SHARES AND VOTING RIGHTS

    The  voting  securities  of the  Corporation  consist of  its  Common Stock,
without Par Value, of  which 5,987,380 shares are  outstanding at June 17,  1996
(after deducting 1,938,234 shares held as Treasury Shares).                     

    Only  shareholders of Record on the books of the Corporation at the close of
business on June 24,  1996 will be  entitled to vote at  the meeting. Each  such
holder  of Common shares is entitled to one vote for each said share. Votes will
be counted  by the  Inspector of  Elections. Abstentions,  broker-nonvoters  and
proxies without authority to vote will not be counted in votes cast.            

    The  approximate date  on which  the proxy statement  and form  of proxy are
first being sent or given to security holders is July 3, 1996.                  

OWNERSHIP OF COMMON STOCK 

    The following table sets forth information with respect to persons known  to
the  Corporation to be the beneficial owner of more than 5% of the Corporation's
outstanding Common Stock (after deduction of Treasury Shares):                  

                                                                [Download Table]

                     NAME            AMOUNT       PERCENT  
   TITLE             AND           BENEFICIALLY     OF     
   CLASS           ADDRESS            OWNED        OWNED   
-----------  --------------------  -----------  -----------
                                                           
Common       Walter J. Zable         2,372,565      39.63% 
             P. O. Box 1525                                
             Rancho Santa Fe                               
             California 92067                              

    The following  table  sets  forth information  with  respect  to  beneficial
ownership  of the Corporation's  Common Stock by Directors  and all Officers and
Directors as a  group as of  June 17, 1996.  In each case  where such number  of
shares   exceeds  1%  of  the  securities  of  such  class  outstanding  on  the

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record date (after deduction of Treasury  Shares), the percentage of such  class
is indicated in parentheses. Except as indicated, each individual named has sole
investment and voting power with respect to the securities shown.               

                                                        [Enlarge/Download Table]

                                                                                   AMOUNT     
                                                                                BENEFICIALLY  
                                                                                   OWNED      
                                                                                DIRECTLY OR   
NAME                                                                           INDIRECTLY **  
----------------------------------------------------------------------------  ----------------
                                                                                              
Walter J. Zable (39.63%)*...................................................    2,372,565***  
Raymond E. Peet.............................................................        2,000     
Jackson D. Arnold...........................................................        7,700     
Richard G. Duncan...........................................................          800     
Walter C. Zable (1.69%).....................................................       99,313**** 
Robert T. Monagan...........................................................          500     
William W. Boyle............................................................          400     
All Officers and Directors as a Group (16)(41.50%)..........................    2,484,503     

------------------------                                                        
   * By  virtue of his beneficial share ownership, Mr. Zable may be deemed to be
     a "Control" person of the Corporation  as that term is described under  the
Securities Exchange Act of 1934.                                      

  ** All  shares of common stock indicated as being beneficially owned are owned
directly except for Walter J. Zable and Walter C. Zable.              

 *** Walter J. Zable's shares are beneficially owned through Trusts and a public
     benefit charitable corporation,  the terms of  which establish sole  voting
power in Mr. Zable.                                                   

**** A  portion of the shares of Walter  C. Zable are owned indirectly through a
Trust, the terms of which establish sole voting power in Mr. Zable.   

Walter C. Zable is the son of Walter J. Zable.                        

AMENDMENT OF CERTIFICATE OF INCORPORATION 

    The Board  of  Directors  of  the  Company  has  approved,  subject  to  the
stockholder  approval solicited hereby,  a proposal to  amend the Certificate of
Incorporation  to  effect  a  three-for-two  stock  split  of  the  issued   and
outstanding shares of the Company's Common stock. The purpose of the stock split
is  to increase the number of shares on  the market available for trading and to
further enable additional  investors to acquire  shares of the  Common stock  by
reducing  the market price of  the stock. Daily trading  volume of the Company's
stock through the American Stock Exchange,  Inc. average less than 6,000  shares
per  day. The Company believes that the  proposed stock split would result in an
increase in the  average number  of shares traded  and that  this would  benefit
shareholders  by enhancing liquidity  of the Company's  shares. Academic studies
over the years have demonstrated that stock splits have tended to increase share
ownership and have had resulting effect of increased trading activity.          

    During May, 1996, the share price of the Company's stock ranged from a  high
of $33.75 per share to a low of $30.75, or an average per share price of $32.38.
While management cannot predict the ultimate share price for the Company's stock
or  provide any assurances with regard  thereto, the proposed stock split should
be reflective of the market value of  the Company based on the increased  number
of shares outstanding.                                                          

    Although it is not anticipated that trading in higher numbers of shares will
result  in  higher transaction,  or  other related  costs,  it is  possible that
shareholders may incur higher  transaction costs, or other  related costs, as  a
result of such trading in higher equivalent numbers of shares.                  

2 

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    A  copy of  the proposed  amendment to  the Certificate  of Incorporation is
attached hereto as Appendix A. In order  to accomplish a split up of the  Common
shares  of  the  Corporation,  it  is  necessary  to  amend  the  Certificate of
Incorporation of  the  Corporation  to  divide the  shares.  Such  an  amendment
requires the majority vote of the shareholders.                                 

    The  effect  of this  stock split  is  to change  each presently  issued and
outstanding two (2) shares of Common stock, no par value, into three (3)  shares
of  Common  stock, no  par  value, at  the  close of  business  on the  date the
amendment becomes effective, that is, the date the Certificate of Amendment (the
"Amendment") is filed in the  Office of the Secretary of  State of the State  of
Delaware  (the "Effective Date"). Thereafter, each  shareholder of Record at the
close of business on the Effective Date shall be entitled to receive  additional
share certificates representing one (1) additional share of Common stock, no par
value, for each two (2) outstanding shares of Common stock held. If the proposal
to  so amend the Certificate  of Incorporation is approved  by a majority of the
shareholders at the time of the  meeting, it is anticipated that the  additional
certificates  will be mailed approximately  ten days thereafter. The Corporation
has applied for listing  of the securities  to be issued  on the American  Stock
Exchange.                                                                       

    No  fractional shares will be issued  to shareholders in connection with the
split up, but in  lieu thereof, at  the same time as  the additional shares  are
mailed,  cash will be  distributed to each shareholder  who would otherwise have
been entitled  to receipt  of  a fractional  share. The  amount  of cash  to  be
distributed  shall be based upon  the closing stock price  on the American Stock
Exchange,  after  adjustment  for  the  effect  of  the  stock  split,  of   the
Corporation's Common stock, no par value, on the Effective Date.                

    The  stock split, if  approved by the  shareholders, will not  result in the
increase or  decrease in  the aggregate  amount of  the capital  account or  the
surplus accounts of the Corporation.                                            

    THE  BOARD  OF  DIRECTORS  RECOMMENDS  APPROVAL  OF  THE  AMENDMENT  TO  THE
CERTIFICATE OF INCORPORATION. AN AFFIRMATIVE VOTE OF AT LEAST A MAJORITY OF  THE
OUTSTANDING SHARES IS NECESSARY FOR APPROVAL.                                   

OTHER MATTERS 

    The  expense of  preparing, printing and  mailing the Notice  of Meeting and
Proxy material and all other expenses of soliciting proxies will be borne by the
Corporation. In addition to the solicitation of proxies by use of the mails, the
Directors, Officers and regular employees  of the Corporation, who will  receive
no compensation in addition to their regular salary, if any, may solicit proxies
by  mail, telegraph, telephone, or personal  interview. The Corporation may also
reimburse brokerage firms, banks, trustees, nominees and other persons for their
expenses in forwarding proxy material to the beneficial owners of shares held by
them of record.                                                                 

    No other  business  will  be  presented for  consideration  at  the  Special
Meeting.                                                                        

                                      By Order of the Board of Directors

                           William C. Stewart, Jr.
             SECRETARY

3 

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APPENDIX A

RESOLUTION TO AMEND ARTICLE 4 
OF THE CERTIFICATE OF INCORPORATION 
OF CUBIC CORPORATION

    BE IT RESOLVED, that, subject to the requisite approval of the stockholders,
the Certificate of Incorporation of this Corporation is amended to read:        

    "4.  The total number  of shares of  stock which the  corporation shall have
authority to issue is 15,000,000 shares which shall be Common Stock without  par
value.                                                                          

    On  the effective  date of  this amendment,  each two  shares of  the Common
Stock, without  par value,  outstanding before  the amendment,  is divided  into
three Common Shares.                                                            

and                                                                             

    RESOLVED,  FURTHER, that each two shares of  the Common Stock, no par value,
of this Corporation issued and outstanding at the close of business on the  date
of  the  taking effect  of  said amendment,  being the  date  of the  filing and
recording of said amendment in the Office of the Secretary of State of the State
of Delaware, be changed into three fully-paid and nonassessable shares of Common
Stock, no par value,  of this Corporation; that  all certificates for shares  of
Common Stock, no par value, that are then issued and outstanding be deemed to be
certificates  for the same number of shares of Common Stock respectively, no par
value, each; and that each holder of record of said certificates at the close of
business on the effective  date of said amendment  shall be entitled to  receive
additional  certificates representing one  additional share of  Common Stock, no
par value, for each two outstanding shares of Common Stock; and                 

    RESOLVED, FURTHER: That no  fractional shares be  issued to shareholders  in
connection with such stock split but, in lieu thereof, cash shall be distributed
to  each shareholder  who would  otherwise have  been entitled  to receipt  of a
fractional share and that the  amount of cash to  be distributed shall be  based
upon  the closing stock  price on the American  Stock Exchange, after adjustment
for the effect of the split  hereinabove declared, of this Corporation's  Common
Stock,  without par  value, on  the date  of said  filing with  the Secretary of
State.                                                                          

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CUBIC CORPORATION   

PROXY SOLICITED ON BEHALF                       SPECIAL MEETING OF SHAREHOLDERS 
OF THE BOARD OF DIRECTORS                                                       

The undersigned, a shareholder of Cubic Corporation, a Delaware         
corporation, hereby appoints Walter J. Zable, William W. Boyle and William C.   
Stewart, Jr., or any of them, the attorneys and proxies of the undersigned,     
with power of substitution, to vote the common shares of Cubic Corporation      
standing in the name of the undersigned at the Special Meeting of               
Shareholders of Cubic Corporation to be held in the Main Conference Room, at    
the Headquarters of the Company, at 9333 Balboa Avenue, San Diego, California   
92123, on Tuesday, July 23, 1996, at 10:00 a.m. PST, and at any adjournment     
or adjournments thereof, as follows:                                            

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH INSTRUCTIONS INDICATED.   
HOWEVER, IF NO INSTRUCTIONS ARE GIVEN, THE PROXIES WILL VOTE THE SHARES FOR     
ITEM (1).                                                                       

  PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
  USING THE ENCLOSED ENVELOPE.

(Continued, and to be signed, on the other side)                      

  PLEASE MARK VOTE IN OVAL IN THE FOLLOWING  MANNER USING DARK INK ONLY.

                                                        [Enlarge/Download Table]

                                                                                                                                   
                                                        FOR  [ ]  AGAINST [ ]  ABSTAIN [ ]                                         
1. Amendment of Certificate of Incorporation to divide                                                                             
   each two shares of the Common stock, no par value,                                                                              
   into three shares of Common stock, no par value                                                                                 

                                                                                      The undersigned hereby acknowledges receipt  
                                                                                      of the Notice of Annual Meeting of           
                                                                                      Shareholders and Proxy Statement dated June  
                                                                                      28, 1996.                                    

                                                                                      Dated: _______________________________, 1996 
                                                                                      Signature___________________________________ 
                                                                                      Signature if held jointly___________________ 

                                                                                      Please sign exactly as name (or names) appear
                                                                                      on this card.                                
                                                                                      When shares are held by joint tenants, all   
                                                                                      holders should sign.  When signing as        
                                                                                      attorney, executor, administrator,           
                                                                                      trustee or guardian, please give full title  
                                                                                      as such.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRER14A’ Filing	Date	First	Last	Other Filings

	7/23/96	2	8	PRES14A
	7/3/96	4
Filed on:	7/1/96
	6/28/96	2	8
	6/24/96	3	4
	6/17/96	4
				List all Filings

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Filing Submission 0000912057-96-013557 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Cubic Corp/DE – ‘PRER14A’ on 7/1/96

As of: Monday, 7/1/96 · Accession #: 912057-96-13557 · File #: 1-08931

Revised Preliminary Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Revised Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents