<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
- --------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
ECC International Corp.
(Name of Registrant as Specified In Its Charter)
ECC International Corp.
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[ ] $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.
[ ] $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 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] 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:
- --------------------------------------------------------------------------------
<PAGE> 2
ECC INTERNATIONAL CORP.
175 Strafford Avenue, Suite 116
Wayne, Pennsylvania 19087-3377
(610) 687-2600
CONTACT: John P. Kehoe/Van Negris
Kehoe, White, Savage & Company, Inc.
(212) 888-1616
FOR IMMEDIATE RELEASE
- ---------------------
ECC INTERNATIONAL CORP. RESPONDS TO STATEMENTS OF
MICHAEL N. TAGLICH AND NOTES SUPPORT OF INSTITUTIONAL SHAREHOLDER SERVICES
WAYNE, PA -- November 22, 1996 -- ECC International Corp. (NYSE:ECC) today
responded to certain statements in a press release by Michael N. Taglich, a
holder of 1,000 shares who has made two stockholder proposals to be voted upon
at the annual meeting of stockholders on December 3, 1996.
George Murphy, President and Chief Executive Officer of ECC International
Corp., confirmed that the Company has not received any indications of interests
from third parties concerning a possible strategic alliance. "In the event we
were to receive any such indications of interests, the Board of Directors would
give them careful and thorough review," noted Mr. Murphy.
Mr. Murphy continued, "Mr. Taglich has misinterpreted the provisions of
ECC's Stockholder Rights Agreement. The Stockholder Rights Agreement does not,
and is not intended to, interfere with the calling of a special meeting by
stockholders for a proper purpose in accordance with the Company's proposed
by-law and the Federal proxy rules. Contrary to Mr. Taglich's statements, the
threshold percentage of 22.5% under the Stockholder Rights Agreement and the
percentage of stockholders required to call a special meeting are not linked."
Mr. Murphy also stated that, "We believe the issue of whether to allow
stockholders the right to call a special meeting should be decided by the
stockholders themselves. The Board's proposed threshold of 30% is, in fact,
lower than most companies who provide stockholders with the ability to call a
special meeting and is quite reasonable.
Mr. Murphy added, "We were also very pleased to learn that Institutional
Shareholder Services ("ISS"), a leading independent stockholder advisory firm,
has issued its voting recommendations with respect to the proposals to be voted
upon at the annual meeting and has
<PAGE> 3
recommended that stockholders vote FOR each of the Company's proposals and
AGAINST both of Mr. Taglich's proposals. It was clear from their analysis that
ISS agreed with the Board that seeking new ownership for the Company at this
time might jeopardize the awarding of future contracts to the Company and that
the Company's proposed threshold of 30% of the outstanding stock to call a
special meeting is sufficient to ensure that stockholders enjoy the benefit of
this important right."
ECC International Corp. is a world leader in the design, research and
production of simulators and related training programs for crew, operator and
maintenance training. Through its headquarters and Instructional Systems
Development Group in Wayne, PA, its Systems Design and Production Center in
Orlando, FL, and through a wholly owned subsidiary, ECC Simulation Limited, in
Shoreham, England, the Company provides a wide range of products and services
used by all branches of the U.S. Department of Defense and by armed forces in 25
countries. ECC's frozen food and new beverage vending machine business is part
of a diversification program whereby ECC has sought to apply its engineering and
manufacturing capabilities to build a commercial business segment.
