SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
ECC International Corp.
(Name of Subject Company (Issuer))
CDA ACQUISITION CORPORATION (Offeror)
CUBIC CORPORATION (Parent of Offeror)
(Names of Filing Persons)
COMMON STOCK
PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
268255106
(CUSIP Number of Class of Securities)
William L. Hoese, Esq.
Assistant General Counsel
Cubic Corporation
9333 Balboa Avenue
San Diego, CA 92123
(858) 277-6780
(Name, address, and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
with
copies to:
Barbara L. Borden, Esq.
Cooley Godward LLP
4401 Eastgate Mall
San Diego, Ca 92121-9109
(858) 550-6000
Check the appropriate boxes below to designate any transactions to which the statement relates:
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") originally filed with the Securities and Exchange Commission (the "SEC") on August 27, 2003 by Cubic Corporation, a Delaware corporation ("Cubic"), and CDA Acquisition Corporation, a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Cubic, and as amended by Amendment No. 1 to the Schedule TO filed by Cubic and the Purchaser with the SEC on September 12, 2003, relating to the offer by the Purchaser to purchase all the outstanding shares of common stock, par value $0.10 per share, of ECC International Corp., a Delaware corporation ("ECC"), at a purchase price of $5.25 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 27, 2003 and as amended, and in the Letter of Transmittal, copies of which were filed with the Schedule TO as Exhibits (a)(1) and (a)(2) hereto, respectively (the "Offer"). The information set forth in the Offer to Purchase, including Schedule I thereto, and the Letter of Transmittal, are incorporated by reference herein.
ITEM 11. ADDITIONAL INFORMATION
Item 11 is hereby amended and supplemented as follows:
The Offer expired at 12:00 midnight, New York City time, on September 24, 2003. After the expiration of the Offer, the Purchaser commenced a subsequent offering period (the "Subsequent Offering Period") which began at 9:00 a.m., New York City time, on September 25, 2003, and will expire at 5:00 p.m., New York City time, on October 10, 2003. During the Subsequent Offering Period, the Purchaser will accept for payment all shares of ECC common stock that are validly tendered at a price of $5.25 per share, which is the same price offered for shares of ECC common stock tendered prior to the expiration of the Offer, and promptly pay for such shares of ECC common stock after such shares are tendered. Shares of ECC common stock tendered during the Subsequent Offering Period may not be withdrawn.
On September 25, 2003, Cubic issued a press release announcing the expiration of the Offer and the commencement of the Subsequent Offering Period. The press release is contained in Exhibit (a)(9) of this Schedule TO and the information set forth in the press release is incorporated herein by reference.
ITEM 12. EXHIBITS
(a)(9) Press Release issued by Cubic Corporation on September 25, 2003.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| CDA Acquisition Corporation | |||
By: |
/s/ WILLIAM L. HOESE Name: William L. Hoese Title: Asst. General Counsel and Corporate Secretary |
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Cubic Corporation |
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By: |
/s/ WILLIAM W. BOYLE Name: William W. Boyle Title: Vice President and Chief Financial Officer |
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Dated: September 25, 2003 |
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