SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)(1)
ECC INTERNATIONAL CORP.
- --------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK, $.10 PAR VALUE
- --------------------------------------------------------------------------------
(Title of class of securities)
268255106
- --------------------------------------------------------------------------------
(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
November 25, 1998
- --------------------------------------------------------------------------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
/ /.
Note. six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
- --------
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
- -------------------------------- ------------------------
CUSIP No. 268255106 13D Page 2 of 9 Pages
- -------------------------------- ------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 811,200
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
811,200
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
811,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
- -------------------------------- ------------------------
CUSIP No. 268255106 13D Page 3 of 9 Pages
- -------------------------------- ------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN LICHTENSTEIN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 811,200
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
- 0 -
9 SOLE DISPOSITIVE POWER
811,200
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
811,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- -------------------------------- ------------------------
CUSIP No. 268255106 13D Page 4 of 9 Pages
- -------------------------------- ------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JACK L. HOWARD
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 32,900
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
12,500(1)
9 SOLE DISPOSITIVE POWER
129,100(2)
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
141,600(1)(2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes 12,500 Shares of the Issuer held in a joint account with his
wife, Kathryn Howard.
(2) Includes 96,200 Shares of the Issuer held in a managed investment
account over which Mr. Howard holds discretionary power to dispose.
<PAGE>
- -------------------------------- ------------------------
CUSIP No. 268255106 13D Page 5 of 9 Pages
- -------------------------------- ------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
KATHRYN HOWARD
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 10,000(1)
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
12,500(2)
9 SOLE DISPOSITIVE POWER
10,000(1)
10 SHARED DISPOSITIVE POWER
12,500(2)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
22,500(1)(2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.27%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes 9,000 shares of Common Stock of the Issuer held in investment
accounts in the names of Kathryn Howard's children.
(2) Includes 12,500 Shares of the Issuer held in a joint account with her
husband, Jack Howard.
<PAGE>
- -------------------------------- ------------------------
CUSIP No. 268255106 13D Page 6 of 9 Pages
- -------------------------------- ------------------------
The following constitutes Amendment No. 2 the Schedule 13D filed by the
undersigned (the "Amendment No. 2"). This Amendment No. 2 amends the Schedule
13D as specifically set forth.
Item 3 is hereby amended to read as follows:
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 811,200 Shares of Common
Stock owned by Steel Partners II is $2,147,503. The Shares of Common Stock owned
by Steel Partners II were acquired with partnership funds.
The aggregate purchase price of the 151,600 Shares of Common
Stock beneficially owned by Jack Howard and Kathryn Howard is $409,366. The
Shares of Common Stock beneficially owned by Jack Howard and Kathryn Howard were
acquired by purchase through various investment accounts.
Items 5(a) and (b) are hereby amended to read as follows:
Item 5. Interest in Securities of the Issuer.
(a) and (b) The aggregate percentage of Shares of Common Stock
reported owned by each person named herein is based upon 8,329,409 Shares
outstanding, which is the total number of Shares of Common Stock outstanding as
reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998.
As of the close of business on December 23, 1998, Steel
Partners II beneficially owns 811,200 Shares of Common Stock, constituting
approximately 9.7% of the Shares outstanding. Mr. Lichtenstein beneficially owns
811,200 Shares, representing approximately 9.7% of the Shares outstanding. Mr.
Lichtenstein has sole voting and dispositive power with respect to the 811,200
Shares owned by Steel Partners II by virtue of his authority to vote and dispose
of such Shares. All of such Shares were acquired in open-market transactions.
As of close of business on December 23, 1998, Jack L. Howard
beneficially owns 141,600 Shares, representing approximately 1.7% of the Shares
outstanding. Mr. Howard has the sole power to vote and dispose of 32,900 of the
Issuer's Shares, the joint power to vote and dispose of 12,500 of the Issuer's
Shares held in a joint account with Kathryn Howard, and the power to dispose of
96,200 of the Issuer's shares held in a managed investment account. As of close
of business on December 23, 1998, Kathryn Howard beneficially owns 22,500
Shares, representing approximately .27% of the Shares outstanding. Kathryn
Howard has the joint power to vote and dispose of 12,500 of the Issuer's Shares
held in a joint account with Jack Howard and the sole
<PAGE>
- -------------------------------- ------------------------
CUSIP No. 268255106 13D Page 7 of 9 Pages
- -------------------------------- ------------------------
power to vote and dispose of 10,000 of the Issuer's Shares held in accounts in
the names of her and her children. All of such Shares were acquired in
open-market transactions. Except as otherwise provided, each of Jack Howard and
Kathryn Howard disclaims beneficial ownership of such Shares beneficially owned
by the other.
Item 5(c) is hereby amended to read as follows:
c. Schedule A annexed hereto lists all transactions in the
Issuer's Common Stock since the filing of the Amendment No. 1 to Schedule 13D by
Reporting Persons.
<PAGE>
- -------------------------------- ------------------------
CUSIP No. 268255106 13D Page 8 of 9 Pages
- -------------------------------- ------------------------
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 23, 1998 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By:/s/ Warren G. Lichtenstein
-----------------------------
Warren G. Lichtenstein
Chief Executive Officer
/s/ Warren G. Lichtenstein
--------------------------------
WARREN G. LICHTENSTEIN
/s/ Jack L. Howard
--------------------------------
JACK L. HOWARD
/s/ Kathryn Howard
--------------------------------
KATHRYN HOWARD
<PAGE>
- -------------------------------- ------------------------
CUSIP No. 268255106 13D Page 9 of 9 Pages
- -------------------------------- ------------------------
SCHEDULE A
Transactions in the Shares
Since Amendment No. 1 to Schedule 13D
Shares of Common
Stock Price Per Date of
Purchased/(Sold) Share Purchase/Sale
---------------- ----- -------------
STEEL PARTNERS II, L.P.
1,400 2.06000 11/11/98
5,000 2.06000 11/12/98
6,500 2.16500 11/18/98
16,000 2.17000 11/18/98
9,100 2.90484 11/24/98
51,000 2.98160 11/25/98
10,900 2.90739 11/27/98
6,400 2.78000 12/01/98
5,000 2.65500 12/02/98
5,000 2.65500 12/03/98
23,600 2.33346 12/21/98
20,200 2.48400 12/22/98
51,000 2.53370 12/23/98
WARREN LICHTENSTEIN
None.
JACK HOWARD
None.
KATHRYN HOWARD
None.
