<PAGE>
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
<PAGE>
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):
<TABLE>
<CAPTION>
NAME AMOUNT PERCENT
TITLE AND BENEFICIALLY OF
CLASS ADDRESS OWNED OWNED
- ----------- -------------------- ----------- -----------
<S> <C> <C> <C>
Common Walter J. Zable 2,372,565 39.63%
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 June 17, 1996. In each case where such number of
shares exceeds 1% of the securities of such class outstanding on the
<PAGE>
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 (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
</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.
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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.
<TABLE>
<S> <C> <C> <C>
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.
</TABLE>
