<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 249.14a-11(c) or Section 240.14a-12
CUBIC CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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(j)(2).
[ ] $500 per each party to the contrary pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:*
-------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing:
1) Amount Previously Paid:__________________________________________________
2) Form, Schedule or Registration No.:______________________________________
3) Filing Party:____________________________________________________________
4) Date Filed:______________________________________________________________
<PAGE>
[CUBIC CORPORATION LOGO]
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1994 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
<PAGE>
[CUBIC CORPORATION LOGO]
PRINCIPAL EXECUTIVE OFFICE
9333 BALBOA AVENUE
SAN DIEGO, CALIFORNIA 92123
To Cubic Shareholders:
Cubic Corporation's 1994 Annual Meeting will be held in the Crystal Room at
the Handlery Hotel & Country Club, at 950 Hotel Circle North, San Diego,
California 92108, on February 15, 1994, at 10:30 a.m. Pacific Standard 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.
The Corporation's 1993 Annual Report is enclosed herewith.
Sincerely yours,
[Walter J. Zable LOGO]
Walter J. Zable
Chairman of the Board
January 18, 1994
<PAGE>
- -----------------------------------------------------------------------------
TO INSURE YOUR REPRESENTATION AT THE MEETING,
PLEASE DATE, SIGN AND MAIL PROMPTLY
THE ENCLOSED PROXY, FOR WHICH
A RETURN ENVELOPE IS PROVIDED.
- -----------------------------------------------------------------------------
[CUBIC CORPORATION LOGO]
NOTICE OF ANNUAL MEETING
The Annual Meeting of Shareholders of Cubic Corporation will be held in the
Crystal Room at the Handlery Hotel & Country Club, at 950 Hotel Circle North,
San Diego, California 92108, on February 15, 1994, at 10:30 a.m. Pacific
Standard Time for the following purposes:
1. To elect seven Directors for the ensuing year.
2. To transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business on January 3, 1994 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. LOGO]
William C. Stewart, Jr.
Secretary
San Diego, California
January 18, 1994
<PAGE>
[CUBIC CORPORATION LOGO]
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 Annual Meeting of Shareholders
of the Corporation to be held in San Diego, California, on February 15, 1994.
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 6,085,819 shares are outstanding as at December 6, 1993
(after deducting 1,839,795 shares held as Treasury Shares).
Only holders of shares of record on the books of the Corporation at the close
of business on January 3, 1994 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-nonvotes 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 January 18, 1994.
ELECTION OF DIRECTORS
Seven Directors comprise the authorized membership of the Board of Directors
of the Corporation. Seven Directors are to be elected by a plurality vote at
the Annual Meeting, each to hold office for the term of one year and until his
successor is elected. Proxy holders will, unless authorization to do so is
withheld, vote the proxies received by them for the reelection of the following
Directors, now in office, in accordance with the proxy authorization, reserving
the right, however, to distribute their votes of uncommitted proxies among the
management nominees in their discretion.
IDENTIFICATION OF DIRECTORS
Walter J. Zable, 78, Director since 1951. Chairman of the Board, President
and Chief Executive Officer, and Chairman of the Executive Committee.
Walter C. Zable, 47, Director since 1976. Vice Chairman of the Board, Member
of the Executive Committee, and Vice President. President of Cubic Automatic
Revenue Collection Group, a wholly-owned subsidiary. Formerly performed various
management functions at the Corporation's former subsidiary, United States
Elevator Corp.
<PAGE>
Jackson D. Arnold, 81, Director since 1974. Retired Admiral United States
Navy, Member of the Audit and Compliance, the Executive, and the Executive
Compensation Committees.
Thomas P. Moran, 75, Director since 1957. Chairman of the Audit and
Compliance Committee; Member of the Nominating Committee and the Executive
Compensation Committee. Attorney at Law. Former member of the California State
Public Utilities Commission.
Robert T. Monagan, 73, Director since 1986. Chairman of the Executive
Compensation Committee and Member of the Nominating Committee. Former President
of the California Manufacturers Association. Chairman of the California State
World Trade Commission. Former Speaker of the California State Assembly.
Director of Delta Dental and Sutter Health Systems.
Raymond E. Peet, 73, Director since 1987. Retired Vice Admiral United States
Navy, Member of the Executive and the Nominating Committees. Member of Board of
Consultants to the Comptroller General of the United States, Past Chairman of
the Board of Overseers of the University of California at San Diego, and
Director of the Price Club Real Estate Investment Trust.
Richard G. Duncan, 84, Director since 1991. Member of the Nominating and the
Audit and Compliance Committees. Retired Executive Vice President of Dun &
Bradstreet, Inc., President of its Business Information Division, and member of
its Board of Directors. Director of Rancho Santa Fe Community Services
District. Retired Director of Provident Savings Bank, Riverside, California.
BOARD OF DIRECTORS AND BOARD COMMITTEES
During fiscal year 1993, five meetings of the Board of Directors were held.
Each of the incumbent Directors attended 75% or more of the aggregate of (1)
the total number of Board meetings and (2) the total number of meetings held by
all Board Committees on which he served. Outside Directors, other than Jackson
D. Arnold and Raymond E. Peet, are paid fees of $1,500 for attendance at each
meeting of the Board and $1,000 for attendance at each meeting of any Committee
of which a Director is a Member. Jackson D. Arnold and Raymond E. Peet each
receive a flat annual fee of $12,000 because of their more extensive services
as Members of the Executive Committee. Salaried employees of the Corporation
who are Directors are not separately compensated for their services as
Directors, but all Directors are reimbursed for travel expenses, if incurred,
for attendance at meetings.
AUDIT AND COMPLIANCE COMMITTEE
Members of this Committee are Thomas P. Moran, Chairman, Jackson D. Arnold,
and Richard G. Duncan. It held three meetings during the fiscal year. The
Committee advises and assists the Corporation's Chief Financial Officer in
making periodic overall reviews of the Corporation's internal controls and
financial statements, meets periodically with the Corporation's independent
auditors to discuss their audit activities and recommends to the Board of
Directors independent auditors for appointment for the Corporation's annual
audit, and advises and provides oversight of the Corporation's Internal Audit
activities and other programs.
EXECUTIVE COMPENSATION COMMITTEE
Members of this Committee are Robert T. Monagan, Chairman, Jackson D. Arnold
and Thomas P. Moran. It held one meeting during fiscal 1993. The Committee
approves salary and/or other compensation adjustments for the benefit of the
Corporation's Officers.
NOMINATING COMMITTEE
Members of the Committee are Thomas P. Moran, Robert T. Monagan, Raymond E.
Peet and Richard G. Duncan. No meetings were held during fiscal 1993. The
Committee will not consider security holder nominations.
2
<PAGE>
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):
<TABLE>
<CAPTION>
AMOUNT PERCENT
TITLE BENEFICIALLY OF
OF CLASS NAME AND ADDRESS OWNED OWNED
-------- ---------------- ------------ -------
<S> <C> <C> <C>
Common Walter J. Zable 2,454,191 40.33%
P. O. Box 1525
Rancho Santa Fe
California 92067
</TABLE>
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 December 6, 1993. In each case where such number of
shares exceeds 1% of the securities of such class outstanding on the 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.
<TABLE>
<CAPTION>
AMOUNT
BENEFICIALLY
OWNED
DIRECTLY OR
NAME INDIRECTLY**
---- -------------
<S> <C>
Walter J. Zable (40.33%).................................... 2,454,191***
Raymond E. Peet............................................. 1,000
Jackson D. Arnold........................................... 8,802
Richard G. Duncan........................................... 800
Walter C. Zable............................................. 52,842****
Robert T. Monagan........................................... 500
Thomas P. Moran............................................. 100
All Officers and Directors
as a Group (19) (41.50%)................................... 2,525,814
</TABLE>
- --------
* 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.
William W. Boyle , Vice President/Finance, failed to timely report one sale
transaction of 52 shares of the Common Stock of the Corporation which occurred
during fiscal year 1993. Forms 4 and 5 have been filed reporting the
transaction, but were not filed on a timely basis.
Although it is not contemplated that any nominee will be unable to serve as a
Director, in such event the proxies will be voted by the proxy holders for such
other persons as may be designated by the Board of Directors.
3
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table sets forth all cash compensation paid for services
rendered in all capacities to the Corporation and its subsidiaries during or
with respect to the 1993 fiscal year to the Chief Executive Officer and the
four most-highly compensated Executive Officers of the Corporation whose
compensation exceeded $60,000:
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------------------
BASE OTHER ANNUAL LONG TERM
NAME POSITION SALARY BONUS COMPENSATION COMPENSATION
---- -------- -------- ------- ------------ ------------
(A) (B) (C) (D)
<S> <C> <C> <C> <C> <C> <C>
W. J. Zable Chairman of the Board, 1993 $506,710 $75,000 $44,120 $95,000
President and 1992 $583,946 $75,000 $39,628
Chief Executive Officer 1991 $518,073 $75,000 $47,779
W. W. Boyle Vice President of Finance 1993 $230,000 $30,000 $26,395
and Chief Financial 1992 $233,658 $30,000 $24,704
Officer 1991 $209,038 $30,000 $30,343
R. L. deKozan Vice President of Cubic 1993 $223,500 $35,000 $21,932
Corp. Chairman of the 1992 $226,640 $35,000 $20,817
Board of CARCG* 1991 $192,635 $35,000 $22,488
W. C. Zable Vice Chairman of the 1993 $219,946 $25,000 $32,993
Board & Vice President 1992 $223,458 $25,000 $33,131
of Cubic Corp. 1991 $198,080 $25,000 $40,365
President of CARCG*
W. E. Fairbanks Group Vice President 1993 $153,638 $30,000 $0
Defense 1992 $0 $0 $0
1991 $0 $0 $0
</TABLE>
- --------
*Cubic Automatic Revenue Collection Group (Subsidiary)
(A) Amounts shown include cash compensation earned and received as well as
earned and deferred at the election of the Officers.
(B) Amounts shown include bonus cash compensation earned for each fiscal year
whether received or deferred at the election of the Officer.
(C) Amounts shown reflect the individual's interest in the Corporation's
contribution for fiscal 1993 to the Corporation's Employees' Profit Sharing
Plan, premiums for executive life insurance coverage in accordance with
I.R.S. tables, and automobile allowances.
(D) The split-dollar insurance plan, described below, initiated for the benefit
of the shareholders requires the Officer to make contributions toward
acquisition of the life insurance. In October 1992, to offset the cost,
including taxes, of the insurance contribution by Mr. Zable, the Board of
Directors adopted a supplemental executive compensation program under the
terms of which a predetermined sum would be paid annually. The amount set
forth above is the first payment under this program. Payments may be
discontinued at any time by the Board of Directors.
The remuneration shown for the named individuals includes deferred
compensation under the Corporation's Deferred Compensation Plan. Under the
Plan, selected key employees of the Corporation, including Officers, may defer
all or any part of their compensation until termination of employment with the
Corporation. The deferred compensation is held in the general funds of the
Corporation and credited to the account of the employee. Each account is
credited with interest at the rate set by the Secretary of the United States
Treasury.
The Corporation provides all full-time employees with life insurance coverage
up to $50,000, depending on their rate of compensation, and executives of the
Corporation with $150,000 of life insurance. In addition, executives are
provided, at their option, with additional life insurance in an amount of 1, 2,
3, or 4 times the
4
<PAGE>
executive's salary, at the executive's option, up to a total maximum of
$500,000, all of the premiums for such additional insurance being paid solely
by each electing executive. Currently, premiums not paid by the executive for
all life insurance coverage are treated as compensation to those executives in
accordance with Internal Revenue Service Tables, and are included in the cash
compensation shown.
The remuneration shown for the named individuals includes their interest in
the Corporation's contribution for fiscal 1993 to the Corporation's Employees'
Profit Sharing Plan. The Plan is for employees of the Corporation and its
subsidiaries. The amount of the Corporation's annual contribution is determined
by the Board of Directors in its sole discretion. The Plan also allows
employees to make voluntary contributions of up to 10% of their compensation to
the Plan. Employees, including executives, are permitted, pursuant to the
provisions of the Plan, to defer pre-tax up to 10% of their compensation up to
a maximum amount allowed by the Internal Revenue Code depending upon the amount
of that compensation in addition to the after-tax contributions referred to
above. These pre-tax deferrals made by the named individuals are also included
in the compensation shown above. The Corporation's annual and the employee's
voluntary contributions to the Plan are made to various funds held by an
insurance company. Each employee is given investment discretion over the
voluntary contributions allocated to his or her account.
The compensation shown does not include contributions by the Corporation
under its non-contributory Employees' Pension Plan because the amount of such
contributions in respect to a specified person are not and cannot be readily
calculated. Additional information regarding the Corporation's Employees'
Pension Plan is set forth below:
The Corporation maintains a defined benefit Pension Plan for most of its
employees and the employees of its subsidiaries. The Corporation's
contributions to its Plan are distributed to various funds held by an insurance
company and are determined for the total of all participants covered by the
Plan. Therefore, the amount of contribution in respect to a specified person is
not and cannot be readily calculated. The Corporation's contribution to the
Plan for 1993 amounts to approximately 2.0% of the participants' remuneration.
Generally, all participants in the Plan earn the right to receive a monthly
pension at the normal retirement date at age 65 in an amount equal to 1/12th of
3/4ths of 1% of their earnings including bonuses since 1974. Most Officers and
Directors of the Corporation who are salaried have been participants and have
been credited with years of service for each year since the Plan has been in
existence. Most regular employees, including Officers, participate in the non-
contributory Pension Plan of the Corporation, subject to the terms and
conditions of the Plan. The benefits to be paid under the Pension Plan are not
subject to adjustments for Social Security benefits or other offsets.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS UNDER THE CUBIC CORPORATION PENSION PLAN
------------------------------------------------------------------------------------
AVERAGE AT RETIREMENT AGE OF 65 YEARS OF SERVICE
ANNUAL -------------------------------------------------------------
COMPENSATION 10 20 30 40
------------ ------- ------- ------- -------
<S> <C> <C> <C> <C>
$ 50,000 $ 3,750 $ 7,500 $11,250 $15,000
100,000 7,500 15,000 22,500 30,000
150,000 11,250 22,500 33,750 45,000
200,000 15,000 30,000 45,000 60,000
</TABLE>
The years of credited service in the Corporation's Pension Plan for the
listed individuals are: 44 years for W. J. Zable, 33 years for R. L. deKozan,
31 years for W. C. Zable, 11 years for W. W. Boyle, and 1 year for W. E.
Fairbanks.
The Corporation also provided to certain Executive Officers certain normal
management fringe benefits, including financial counseling and club
memberships, which are not included in the above Table. An undetermined part of
these benefits might have been used for personal purposes in an amount which
cannot be reasonably determined. It has been concluded that the aggregate
amounts of any such benefits are not material and do not, in any event, exceed
the lesser of $50,000 or 10% of the compensation reported as to each person
specified.
5
<PAGE>
In October 1992, a trust, established by the principal shareholders of the
Corporation, Mr. and Mrs. Walter J. Zable, entered into an agreement with the
Corporation whereby the Corporation agreed to make advances of premiums payable
on a split-dollar life insurance policy purchased by the trust on the life of
Mrs. Zable. The agreement is so designed that if the assumptions made as to
mortality experience, policy dividends and other factors are realized, at the
demise of Mrs. Zable the Corporation will recover all of its insurance premium
payments as well as other costs associated with the policy. The advances are
secured by a collateral assignment of the policy to the Company. The agreement
is intended to prevent the possibility of a large block of the Corporation's
common shares being put on the market, to the detriment of the share price, in
order for the beneficiaries to pay estate taxes. The Corporation may cause the
agreement to be terminated and the policy to be surrendered at any time.
The Corporation leases certain manufacturing facilities in the County of San
Diego from co-owners, Walter C. Zable, an Officer and a Director of the
Corporation, and his sister, who are the children of Walter J. Zable. The
facilities, which are leased through July 1997 under a triple net lease at the
rate of $168,000 per year, have been used as manufacturing facilities for
subsidiaries of the Corporation and continue to be available as such.
PERFORMANCE GRAPH
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
<TABLE>
<CAPTION>
CUBIC PEER MEDIA
CORP. GROUP GENERAL
------- ------- -------
<S> <C> <C> <C>
1988 $100 $100 $100
1989 130.23 111.88 127.23
1990 125.49 91.62 110.35
1991 145.85 114.58 143.91
1992 116.15 126.22 155.30
1993 170.23 170.10 181.34
</TABLE>
The above graph compares the performance of Cubic Corporation with that of
the Media General Composite Index and a peer group comprised of companies in
the SIC Code 3812, Search, Detection,
6
<PAGE>
Navigation and Guidance Devices, which is a published industry group. The chart
assumes that $100 was invested on October 1, 1988, in each of Cubic
Corporation, the Media General Composite Index and the peer group index, and
compares the return on investment as of September 30th of each of the following
five years. The return on investment represents the change in the fiscal year-
end stock price plus reinvested dividends.
EXECUTIVE COMPENSATION COMMITTEE REPORT
The Executive Compensation Committee of the Board of Directors has the
responsibility for executive compensation programs and the evaluation of the
Corporation's Executive Officers. It is the Committee's responsibility to
determine the compensation of the Corporation's Chief Executive Officer and the
other Executive Officers taking into consideration individual and corporate
performance, performance of competitors and other similar businesses and
relevant compensation data.
The Corporation's compensation policy is to evaluate the relative
contributions of its Executive Officers and to compensate them fairly in
relation to their individual contributions to the overall performance of the
Corporation.
Taking into consideration the pay practices of companies in similar
businesses in a reasonable geographic area, the base salaries of Executive
Officers are set to attract qualified people necessary for the continued
successful operation and growth of the Corporation and its subsidiaries. With
the assistance of the Human Resources Department, the base salary structure is
reviewed in relation to the practices of companies in similar businesses and of
similar size.
Generally, an annual bonus is given at the end of the fiscal year based on
individual, corporate, and business segment performances for the fiscal year
and the Executive Officer's responsibilities and performance, both past and
anticipated. The Corporation seeks to encourage individuals to remain with the
Corporation and to continue to focus on technical and financial performance of
the Corporation.
Management annually reviews the salaries of the Executive Officers in light
of the foregoing considerations and makes recommendations to the Committee as
to salaries, increases or decreases, and bonus amounts. The determination of
the Committee takes into consideration the Corporate performance, the
recommendations of management, and the salaries and incentive compensation of
similar businesses.
The Committee has taken note of the Corporation's continuing financial
success in spite of declining defense and government budgets and increasing
competition in those markets in which the Corporation participates. Particular
note has been made of the increase in the business base of the Corporation in
the automatic fare collection area throughout the world.
For fiscal year 1993, the Corporation's Chief Executive Officer, Walter J.
Zable, was paid a salary of $506,710 and a cash bonus of $75,000. This
represents a reduction in salary of $77,000 and no increase in bonus. The
Committee was of the opinion that an increase in salary and bonus was
warranted. However, recognizing the decrease in defense business, Mr. Zable
voluntarily suggested that a reduction in his salary and a freeze on all other
Officers' compensation was appropriate and so recommended to the Committee. In
recognition of Mr. Zable's personal reluctance or refusal to accept additional
compensation for his services, the Committee accepted his recommendation.
During the fiscal year, no Executive Officer of the Corporation served either
as a Director or as a member of the compensation committee of any other entity
whose executive officers served either as a Director or as a member of the
Executive Compensation Committee of the Corporation. No member of the Committee
is a former or current Officer or employee of the Corporation or any of its
subsidiaries except Thomas P. Moran who is an employee of the Corporation.
Robert T. Monagan, Chair Jackson D. Arnold
Thomas P. Moran
7
<PAGE>
AUDITORS
Ernst & Young have audited the Corporation's books and records since 1959 and
are continuing as its auditors in addition to providing tax services. No change
is contemplated. There is no other relationship.
Representatives of Ernst & Young are expected to be present at the
shareholders' meeting with the opportunity to make a statement if they desire
to do so and are expected to be available to respond to appropriate questions.
DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the next Annual Meeting
must be received by the Secretary, Cubic Corporation, 9333 Balboa Avenue, San
Diego, California 92123, no later than September 16, 1994.
OTHER MATTERS
All shareholders of record at the close of business January 3, 1994, the
record date for the determination of shareholders entitled to vote at the
Annual Meeting, are concurrently being sent a copy of the Corporation's Annual
Report, including financial statements for the fiscal year ended September 30,
1993.
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.
Management knows of no business which will be presented for consideration at
the Annual Meeting other than that stated in the Notice of meeting. However, if
any such matter shall properly come before the meeting, the persons named in
the enclosed proxy form will vote the same in accordance with their best
judgment.
By Order of the Board of Directors
[William C. Stewart, Jr. LOGO]
-----------------------------------------
William C. Stewart, Jr.
Secretary
San Diego, California
January 18, 1994
8
<PAGE>
COMMON SHARES ANNUAL SHAREHOLDERS MEETING PROXY
CUBIC CORPORATION
The undersigned, a shareholder of Cubic Corporation, a Delaware corporation,
hereby appoints Walter J. Zable, Walter C. Zable and Thomas P. Moran, 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 Annual Meeting of Shareholders of Cubic Corporation to be
held in the Crystal Room, at the Handlery Hotel and Country Club, at 950 Hotel
Circle North, San Diego, California 92108, on Tuesday, February 15, 1994, at
10:30 a.m. PST, and at any adjournment or adjournments thereof, as follows:
(Mark one)
(1) WITH [_] WITHOUT [_] authority to vote for the election of the seven
Directors listed below:
Walter J. Zable/Walter C. Zable/Thomas P. Moran/Jackson D. Arnold/Richard G.
Duncan/Robert T. Monagan/Raymond E. Peet
(INSTRUCTIONS: To withhold authority to vote for any nominee(s), write the
name(s) of the nominee(s) in the space provided below.)
-----------------------------------------------------------------------------
(2) On such other matters as may properly come before the meeting.
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),
AND IN THEIR DISCRETION ON MATTERS DESCRIBED IN ITEM (2).
(Continued and to be signed on other side)
(Continued from other side)
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders and Proxy Statement dated January 18, 1994.
Dated:______________________
----------------------------
SIGNATURE OF SHAREHOLDER
----------------------------
SIGNATURE OF SHAREHOLDER
IMPORTANT: Please sign your
name or names exactly as
printed hereon. When
signing as attorney,
executor, administrator,
trustee or guardian, please
give your full title as
such. In case of joint
holders, all holders should
sign.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
