<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/ Definitive Proxy Statement
CUBIC CORPORATION
-------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
<PAGE>
[LOGO]
------------------------
PRINCIPAL EXECUTIVE OFFICE
9333 BALBOA AVENUE
SAN DIEGO, CALIFORNIA 92123
------------------------
To Cubic Shareholders:
Cubic Corporation's 1997 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 11, 1997, 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 1996 Annual Report is enclosed herewith.
Sincerely yours,
[SIG]
Walter J. Zable
CHAIRMAN OF THE BOARD
January 10, 1997
<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]
----------------
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 11, 1997, 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, 1997 will be
entitled to vote at the meeting. The transfer books will not be closed.
By Order of the Board of Directors
[SIG]
William C. Stewart, Jr.
SECRETARY
San Diego, California
January 10, 1997
<PAGE>
[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 11, 1997.
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 8,980,889 shares are outstanding at December 6, 1996
(after deducting 2,907,354 shares held as Treasury Shares).
Only shareholders of record on the books of the Corporation at the close of
business on January 6, 1997 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 non-votes 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 10, 1997.
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, in their discretion, their votes of
uncommitted proxies among the management nominees.
IDENTIFICATION OF DIRECTORS
WALTER J. ZABLE, 81, DIRECTOR SINCE 1951. Chairman of the Board, President
and Chief Executive Officer, and Chairman of the Executive Committee.
WALTER C. ZABLE, 50, DIRECTOR SINCE 1976. Vice Chairman of the Board, Member
of the Executive Committee, and Vice President. Formerly President of Cubic
Automatic Revenue Collection Group, a wholly-owned subsidiary. Prior thereto
performed various management functions at the Corporation's former subsidiary,
United States Elevator Corp.
<PAGE>
JACKSON D. ARNOLD, 84, DIRECTOR SINCE 1974. Retired Admiral United States
Navy, Member of the Audit and Compliance, the Executive, and the Executive
Compensation Committees.
ROBERT T. MONAGAN, 76, 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, 76, DIRECTOR SINCE 1987. Retired Vice Admiral United States
Navy, Chairman of the Audit and Compliance Committee, 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 Chairman of the Board of Directors of
the Price Real Estate Investment Trust, Inc.
RICHARD G. DUNCAN, 87, 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.
WILLIAM W. BOYLE, 62, DIRECTOR SINCE 1995. Vice President of Finance and
Chief Financial Officer. Member of the West Coast Advisory Board of Protection
Mutual Insurance Company.
BOARD OF DIRECTORS AND BOARD COMMITTEES
During the fiscal year 1996, four meetings of the Board of Directors were
held. With the exception of Walter C. Zable, who was unable to attend several
meetings due to overseas assignments, 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 Raymond E. Peet, Chairman, Jackson D. Arnold,
and Richard G. Duncan. It held one meeting 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,
reviews legal matters and Hotline activities, 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, and Jackson D.
Arnold. It held one meeting during fiscal 1996. The Committee approves salary
and/or other compensation adjustments for the benefit of the Corporation's
Officers.
2
<PAGE>
NOMINATING COMMITTEE
Members of this Committee are Robert T. Monagan, Raymond E. Peet and Richard
G. Duncan. Two meetings were held during fiscal 1996. The Committee will not
consider shareholder nominations.
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 3,558,847 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 December 6, 1996. 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 (39.63%)*................................................... 3,558,847***
Raymond E. Peet............................................................. 3,000
Jackson D. Arnold........................................................... 11,550
Richard G. Duncan........................................................... 1,200
Walter C. Zable............................................................. 148,969****
Robert T. Monagan........................................................... 750
William W. Boyle............................................................ 600
Walter E. Fairbanks......................................................... 0
William C. Stewart, Jr...................................................... 502
All Officers and Directors as a Group (16)(41.50%).......................... 3,726,853
</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.
3
<PAGE>
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.
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 1996 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 1996 $500,000 $75,000 $42,587 $165,000
President and Chief 1995 $500,000 $75,000 $43,914 $ 95,000
Executive Officer 1994 $500,000 $75,000 $44,080 $ 95,000
W.W. Boyle Vice President Finance Chief 1996 $299,039 $35,000 $34,009
Financial Officer 1995 $274,005 $30,000 $24,044
1994 $249,908 $30,000 $26,405
W.C. Zable Vice Chairman of the Board & 1996 $251,615 $25,000 $24,549
Vice President of Cubic 1995 $241,577 $25,000 $25,004
Corporation 1994 $230,577 $25,000 $32,953
W.E. Fairbanks Group Vice President Defense 1996 $249,231 $30,000 $11,155
1995 $228,846 $30,000 $11,224
1994 $198,850 $30,000 8,993
W.C. Stewart Vice President Secretary and 1996 $174,309 $20,000 $22,562
General Counsel 1995 $156,462 $20,000 $20,414
1994 $142,604 $15,000 $19,762
</TABLE>
- ------------------------
(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 1996 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
4
<PAGE>
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 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 1996 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 contributions
allocated to his or her account.
The compensation shown does not include contributions by the Corporation
under its defined benefit 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 ("Plan") for most
of its employees and the employees of its subsidiaries. The Corporation's
contributions to the Plan are distributed amongst various funds held by an
insurance company. They are actuarially 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 1996 amounts to approximately 2.5% of
the participants' remuneration. Generally, all participants in the Plan earn the
right to receive a monthly pension at the Plan's normal retirement date of age
65 in an amount equal to 1/12th of 3/4ths of 1% of their total 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
- ---------------------------------------------------------
AT RETIREMENT AGE OF 65
AVERAGE 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>
5
<PAGE>
The years of credited service in the Corporation's Pension Plan for the
listed individuals are: 47 years for W.J. Zable, 34 years for W.C. Zable, 25
years for W.C. Stewart, 14 years for W.W. Boyle, and 4 years for W.E. Fairbanks.
The Corporation also provides 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 is not
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.
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, upon 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 Corporation. 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 difference between policy premiums and other payments and the increase
in the cash surrender value of the policy has been expensed in the year
incurred. The amounts expensed related to the policy were a net $130,000,
$390,000, and $503,000 in 1996, 1995, and 1994 respectively. However, should the
policy be held to maturity, all payments advanced to carry the policy will be
returned. Further, should the policy be held for ten years, the Corporation
estimates that the cash surrender value will exceed all payments made, and
amounts previously expensed in the early years of the policy will have been
reversed.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
No director, officer, or beneficial owner of more than ten percent of the
Common Stock of the Corporation failed to file on a timely basis, as disclosed
in Form 3, Form 4 and amendments thereto, and Form 5 and amendments thereto,
reports required by Section 16(a) of the Exchange Act during the fiscal year
1996.
6
<PAGE>
PERFORMANCE GRAPH
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
CUBIC CORP. INDUSTRY INDEX BROAD MARKET
<S> <C> <C> <C>
1991 $100.00 $100.00 $100.00
1992 $79.64 $108.53 $106.77
1993 $116.72 $146.55 $126.06
1994 $110.39 $154.22 $132.26
1995 $143.24 $195.72 $159.79
1996 $178.89 $271.06 $188.46
</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, 1991, 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 compensation 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.
7
<PAGE>
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 performance 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 each executive's compensation by the
Committee takes into consideration the Corporate performance, the
recommendations of management, and salaries and incentive compensation of
executives in 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.
Robert T. Monagan, Chairman Jackson D. Arnold
INDEPENDENT AUDITORS
Ernst & Young LLP 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 LLP 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 5, 1997.
OTHER MATTERS
All shareholders of record at the close of business January 6, 1997, 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, 1996.
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,
8
<PAGE>
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
[SIG]
William C. Stewart, Jr.
SECRETARY
9
<PAGE>
PROXY PROXY
CUBIC CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
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 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 11, 1997, 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 ITEMS (1) AND
(2) AND, IN THEIR DISCRETION, ON MATTERS DESCRIBED IN ITEM (3).
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 /X/
1. Election of Directors -
Nominees: Walter J. Zable, Walter C. Zable, William W. Boyle, Jackson D. Arnold,
Richard G. Duncan, Robert T. Monagan and Raymond E. Peet
(To withhold authority to vote for any nominee, write that nominee's name on the
line provided below)
________________________________________________________________________________
FOR all Withhold for all
/ / / /
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 10, 1997.
Dated:______________________________________________________________________1997
________________________________________________________________________________
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.
