<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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 (S)240.14a-11(c) or (S)240.14a-12
CUBIC CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
CUBIC CORPORATION
- --------------------------------------------------------------------------------
(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 controversy 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 Statement No.:___________________________
(3) Filing Party:___________________________________________________________
(4) Date Filed:_____________________________________________________________
Notes:
<PAGE>
LOGO
CUBIC CORPORATION
PRINCIPAL EXECUTIVE OFFICE
9333 BALBOA AVENUE
SAN DIEGO, CALIFORNIA 92123
To Cubic Shareholders:
Cubic Corporation's 1995 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 14, 1995, 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 1994 Annual Report is enclosed herewith.
Sincerely yours,
/s/ Walter J. Zable
Walter J. Zable
Chairman of the Board
January 13, 1995
<PAGE>
TO ENSURE YOUR REPRESENTATION AT THE MEETING,
PLEASE DATE, SIGN AND MAIL PROMPTLY
THE ENCLOSED PROXY, FOR WHICH
A RETURN ENVELOPE IS PROVIDED.
LOGO
CUBIC CORPORATION
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 14, 1995, 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 6, 1995 will be
entitled to vote at the meeting. The transfer books will not be closed.
By Order of the Board of Directors
/s/ William C. Stewart, Jr.
William C. Stewart, Jr.
Secretary
San Diego, California
January 13, 1995
<PAGE>
LOGO
CUBIC 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 Annual Meeting of Shareholders
of the Corporation to be held in San Diego, California, on February 14, 1995.
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 5,987,474 shares are outstanding at December 20, 1994
(after deducting 1,938,140 shares held as Treasury Shares).
Only shareholders of record on the books of the Corporation at the close of
business on January 6, 1995 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 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 13, 1995.
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 this 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, 79, Director since 1951. Chairman of the Board, President
and Chief Executive Officer, and Chairman of the Executive Committee.
Walter C. Zable, 48, 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, 82, Director since 1974. Retired Admiral United States
Navy, Member of the Audit and Compliance, the Executive, and the Executive
Compensation Committees.
Thomas P. Moran, 76, 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, 74, 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, 74, 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 Real Estate Investment Trust.
Richard G. Duncan, 85, 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. Retired Director of Provident Savings Bank, Riverside,
California.
BOARD OF DIRECTORS AND BOARD COMMITTEES
During the fiscal 1994, 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 two 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 1994. 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 1994. 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 2,452,891 40.97%
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 20, 1994. 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 (40.97%)*................................... 2,452,891***
Raymond E. Peet............................................. 2,000
Jackson D. Arnold........................................... 8,802
Richard G. Duncan........................................... 800
Walter C. Zable............................................. 54,142****
Robert T. Monagan........................................... 500
Thomas P. Moran............................................. 100
All Officers and Directors
as a Group (18) (42.20%)................................... 2,526,744
</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.
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 1994 fiscal year to the Chief Executive Officer and the
four most-highly compensated Executive Officers of the Corporation whose
compensation exceeded $100,000:
<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, 1994 $500,000 $75,000 $44,080 $95,000
President and 1993 $506,710 $75,000 $44,120 $95,000
Chief Executive Officer 1992 $583,946 $75,000 $39,628
W. W. Boyle Vice President of Finance 1994 $249,908 $30,000 $26,405
and Chief Financial 1993 $230,000 $30,000 $26,395
Officer 1992 $233,658 $30,000 $24,704
R. L. deKozan Vice President of Cubic 1994 $242,839 $35,000 $21,892
Corp. Chairman of the 1993 $223,500 $35,000 $21,932
Board of CARCG* 1992 $226,640 $35,000 $20,817
W. C. Zable Vice Chairman of the 1994 $230,577 $25,000 $32,953
Board & Vice President 1993 $219,946 $25,000 $32,993
of Cubic Corp. 1992 $223,458 $25,000 $33,131
President of CARCG*
W. E. Fairbanks Group Vice President 1994 $198,850 $30,000 $ 8,993
Defense 1993 $153,638 $30,000 $0
1992 $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 1994 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 amounts set
forth above are the annual payments 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 1994 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 1994 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: 45 years for W. J. Zable, 34 years for R. L. deKozan,
32 years for W. C. Zable, 12 years for W. W. Boyle, and 2 years 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 and, in any case, the aggregate amount of such other compensation is
the lesser of $25,000 times the number of persons in the group or 10% of the
compensation reported above for the group.
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.
In the first quarter of fiscal 1994, the Corporation loaned $1.6 million to
Walter J. Zable, its Chairman and principal shareholder. The loan accrued
interest at a rate higher than the Corporation earned on its short-term
investments during the time the loan was outstanding. Subsequent to September
30, 1994, the loan was repaid.
PERFORMANCE GRAPH
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
OF CUBIC CORPORATION, INDUSTRY INDEX AND BROAD MARKET INDEX
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
BROAD
Measurement Period CUBIC INDUSTRY MARKET
(Fiscal Year Covered) CORPORATION INDEX INDEX
- --------------------- --------------- --------- ----------
<S> <C> <C> <C>
Measurement Pt-10/01/1989 $100.00 $100.00 $100.00
FYE 09/30/1990 $ 96.36 $ 81.24 $ 87.37
FYE 09/30/1991 $112.00 $102.20 $114.30
FYE 09/30/1992 $ 89.20 $110.93 $122.04
FYE 09/30/1993 $130.72 $149.78 $144.09
FYE 09/30/1994 $123.63 $157.62 $151.18
</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 Federal Trade Commission SIC Code 3812, Search, Detection, Navigation and
Guidance Devices, which is a published industry group. The chart assumes that
$100 was invested on October 1, 1989, 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.
6
<PAGE>
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.
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, ChairmanJackson D. Arnold
Thomas P. Moran
7
<PAGE>
AUDITORS
Ernst & Young has 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 18, 1995.
OTHER MATTERS
All shareholders of record at the close of business January 6, 1995, 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,
1994.
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
/s/ William C. Stewart, Jr.
-----------------------------------------
William C. Stewart, Jr.
Secretary
8
<PAGE>
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
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 14, 1995, at
10:30 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),
AND IN THEIR DISCRETION ON MATTERS DESCRIBED IN ITEM (2).
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
(Continued, and to be signed, on the other side)
<PAGE>
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
FOR ALL [_] WITHHOLD FOR ALL [_]
(To withhold authority to vote for any individual nominee, write that nominee's
name on the space provided below)
- --------------------------------------------------------------------------------
1. Election of Directors--
Nominees: Walter J. Zable, Walter C. Zable, Thomas P. Moran,
Jackson D. Arnold, Richard G. Duncan, Robert T. Monagan and Raymond E. Peet
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement dated January 13, 1995.
Dated: _________________________________________________________, 1995
Signature ______________________________________________________________________
Signature if held jointly ______________________________________________________
Please sign exactly as name or names appears 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.
