SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )1
ECC INTERNATIONAL CORP.
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(Name of issuer)
COMMON STOCK, $.10 PAR VALUE
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(Title of class of securities)
268255106
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(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
October 9, 1998
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(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.
(Continued on following pages)
(Page 1 of 15 Pages)
Exhibit List on Page 12
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(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>
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CUSIP No. 268255106 13D Page 2 of 15 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 427,500
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
427,500
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
427,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 268255106 13D Page 3 of 15 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN LICHTENSTEIN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 427,500
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
427,500
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
427,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 268255106 13D Page 4 of 15 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JACK L. HOWARD
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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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-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
141,600(1)(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(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>
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CUSIP No. 268255106 13D Page 5 of 15 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
KATHRYN HOWARD
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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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)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
22,500(1)(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.27%
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14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(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>
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CUSIP No. 268255106 13D Page 6 of 15 Pages
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The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
Item 1. Security and Issuer.
This statement relates to shares (the "Shares") of the common
stock, $.10 par value per share ("Common Stock"), of ECC International Corp.
(the "Issuer"). The principal executive offices of the Issuer are located at 175
Strafford Avenue, Suite
116, Wayne, Pennsylvania 19087-3377.
Item 2. Identity and Background.
(a) This Statement is filed by Steel Partners II, L.P., a
Delaware limited partnership ("Steel Partners II"), Warren G. Lichtenstein, Jack
Howard and Kathryn Howard.
Steel Partners, L.L.C., a Delaware limited liability company
("Partners LLC"), is the general partner of Steel Partners II. The sole
executive officer and managing member of Partners LLC is Warren Lichtenstein,
who is Chairman of the Board, Chief Executive Officer and Secretary.
Jack L. Howard is a principal in the brokerage firm of Mutual
Securities, Inc., a division of Cowles Sabol & Co. Kathryn Howard is the wife of
Jack Howard.
Each of the foregoing are referred to as a "Reporting Person"
and collectively as the "Reporting Persons". By virtue of his position with
Steel Partners II, Mr. Lichtenstein has the power to vote and dispose of the
Issuer's Shares owned by Steel Partners II. Mr. Howard has the joint power to
vote and dispose of certain of the Issuer's Shares held in a joint account with
Kathryn Howard, and the power to dispose of certain of the Issuer's shares held
in a managed investment account. Kathryn Howard has the joint power to vote and
dispose of certain of the Issuer's Shares held in a joint account with Jack
Howard and the sole power to vote and dispose of certain of the Issuer's Shares
held in accounts in the names of her and her children. As discussed below, the
Reporting Persons have formed a group with respect to the Shares of the Issuer
and accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
Except as otherwise provided, each of Jack Howard and Kathryn Howard disclaims
beneficial ownership of such Shares beneficially owned by the other.
(b) The principal business address of Steel Partners II and
Warren Lichtenstein is 150 East 52nd Street, 21st Floor, New York, New York
10022.
The principal business address of Jack Howard and Kathryn
Howard is 2927 Montecito Avenue, Santa Rosa, California 95404.
<PAGE>
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CUSIP No. 268255106 13D Page 7 of 15 Pages
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(c) The principal business of Steel Partners II is investing
in the securities of microcap companies. The principal occupation of Mr.
Lichtenstein is investing in the securities of microcap companies.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Each of Warren Lichtenstein, Jack Howard and Kathryn
Howard is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 427,500 Shares of Common
Stock owned by Steel Partners II is $1,224,819. 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.
Item 4. Purpose of Transaction.
The Reporting Persons purchased the shares of Common Stock
based on the Reporting Persons' belief that the shares at current market prices
are undervalued and represent an attractive investment opportunity. On October
9, 1998, the Reporting Persons entered into a Joint Filing Agreement, reflecting
their agreement to form a group and to seek to have one or more of its
representatives appointed to the Board of Directors of the Issuer, by agreement
with the Issuer. If the Reporting Persons are unable to obtain the agreement of
the Issuer to appoint one of its representatives, the Reporting Persons may
decide to seek Board representation by running its own slate of nominees at an
annual or special meeting of the Issuer or otherwise. The Reporting Persons may
in the future propose other matters for consideration and approval by the
Issuer's stockholders or the Board of Directors, through a solicitation of
proxies, consent solicitation or otherwise, but has not identified such matters
at this date. A copy of the Joint Filing Agreement is filed as an
<PAGE>
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CUSIP No. 268255106 13D Page 8 of 15 Pages
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exhibit to this Schedule 13D and incorporated herein by reference.
Depending upon overall market conditions, other investment
opportunities available to the Reporting Persons, and the availability of shares
of Common Stock at prices that would make the purchase of additional shares
desirable, the Reporting Persons may also endeavor to increase their position in
the Issuer through, among other things, the purchase of shares of Common Stock
on the open market or in private transactions, through a tender offer or
otherwise, on such terms and at such times as the Reporting Persons may deem
advisable. The Reporting Persons may have discussions with third parties,
including other shareholders, or with management of the Issuer regarding any or
all of the foregoing matters. There can be no assurance that the Reporting
Persons (or any of their affiliates) will take any of the actions described
above with respect to the Shares of the Issuer.
No Reporting Person has any present plan or proposal which
would relate to or result in any of the matters set forth in subparagraphs (a) -
(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur
upon completion of any of the actions discussed above. The Reporting Persons
intend to review its investment in the Issuer on a continuing basis and,
depending on various factors including, without limitation, the Issuer's
financial position and investment strategy, the price levels of the Common
Stock, conditions in the securities markets and general economic and industry
conditions, may in the future take such actions with respect to its investment
in the Issuer as it deems appropriate including, without limitation, purchasing
additional Shares of Common Stock or selling some or all of its Shares or to
change its intention with respect to any and all matters referred to in Item 4.
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 8,212,141 Shares
outstanding, which is the total number of Shares of Common Stock outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1998.
As of the close of business on October 15, 1998, Steel
Partners II beneficially owns 427,500 Shares of Common Stock, constituting
approximately 5.2% of the Shares outstanding. Mr. Lichtenstein beneficially owns
427,500 Shares, representing approximately 5.2% of the Shares outstanding. Mr.
Lichtenstein has sole voting and dispositive power with respect to the 427,500
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.
<PAGE>
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CUSIP No. 268255106 13D Page 9 of 15 Pages
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As of close of business on October 15, 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 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 October 15, 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 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.
c. Schedule A annexed hereto lists all transactions in the
Issuer's Common Stock in the last sixty days by the Reporting Persons.
d. No person other than the Reporting Persons is known to have
the right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, such Shares of the Common Stock.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
On October 9, 1998, the Reporting Persons entered into a Joint
Filing Agreement, reflecting their agreement to form a group. A copy of the
Joint Filing Agreement is filed as an exhibit to this Schedule 13D and
incorporated herein by reference.
Other than as described herein, there are no contracts,
arrangements or understandings among the Reporting Persons, or between the
Reporting Persons and any other Person, with respect to the securities of the
Issuer.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement.
<PAGE>
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CUSIP No. 268255106 13D Page 10 of 15 Pages
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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: October 16, 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>
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CUSIP No. 268255106 13D Page 11 of 15 Pages
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SCHEDULE A
Transactions in the Shares Within the Past 60 Days
Shares of Common
Stock Price Per Date of
Purchased/(Sold) Share Purchase/Sale
---------------- --------- -------------
STEEL PARTNERS II, L.P.
37,400 1.69160 9/9/98
9,600 1.94250 9/24/98
8,100 1.88531 10/13/98
4,700 1.88208 10/14/98
4,700 1.96750 10/15/98
WARREN LICHTENSTEIN
None.
Stock Price Per Date of
Purchased/(Sold) Share Purchase/Sale
---------------- --------- -------------
JACK HOWARD
7,000 2.94000 8/14/98
1,200 1.82000 9/10/98
2,500 1.73000 9/17/98
7,900 1.94000 9/24/98
20,000 2.00000 10/2/98
Stock Price Per Date of
Purchased/(Sold) Share Purchase/Sale
---------------- --------- -------------
KATHRYN HOWARD
1,200 1.82000 9/10/98
9,000 2.08000 9/30/98
<PAGE>
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CUSIP No. 268255106 13D Page 12 of 15 Pages
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EXHIBIT INDEX
Exhibit Page
1. Joint Filing Agreement 13
<PAGE>
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CUSIP No. 268255106 13D Page 13 of 15 Pages
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JOINT FILING AGREEMENT
WHEREAS, certain of the undersigned are shareholders, direct
or beneficial, of ECC International Corp. ("ECC"), a Delaware corporation;
WHEREAS, Warren Lichtenstein, Jack Howard and Kathryn Howard
wish to form a group in order to seek to have a nominee appointed to the Board
of Directors of ECC and on such other matters as may from time to time be agreed
upon;
NOW, IT IS AGREED, this 9th day of October 1998, by the
parties hereto:
1. In accordance with Rule 13d-1(f)(1)(iii) under the
Securities Exchange Act of 1934, as amended, the persons named below agree to
the joint filing on behalf of each of them of statements on Schedule 13D with
respect to the Common Stock of ECC.
2. So long as this agreement is in effect, each of the
undersigned shall provide written notice to Olshan Grundman Frome & Rosenzweig
LLP of (i) any of their purchases or sales of the Common Stock of ECC; or (ii)
any shares over which they acquire or dispose of beneficial ownership. Notice
shall be given no later than 24 hours after each such transaction.
3. Steel Partners II, LLP ("Steel") hereby agrees to bear all
out-of-pocket expenses incurred in connection with actions of the group.
Notwithstanding the foregoing, Steel shall not be required to reimburse any
party for (i) out-of-pocket expenses incurred by any nominee, if the group
designates a
<PAGE>
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CUSIP No. 268255106 13D Page 14 of 15 Pages
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nominee, in the aggregate in excess of $250 without Steel's prior written
approval; (ii) legal fees incurred without Steel's prior written approval; or
(iii) the costs of any counsel, other than Steel's counsel, employed in
connection with any pending or threatened litigation.
4. The relationship of the parties hereto shall be limited to
carrying on the business of the group in accordance with the terms of this
Agreement. Such relationship shall be construed and deemed to be for the sole
and limited purpose of carrying on such business as described herein. Nothing
herein shall be construed to authorize any party to act as an agent for any
other party, or to create a joint venture or partnership, or to constitute an
indemnification. Nothing herein shall restrict any party's right to purchase or
sell shares of ECC, as it deems appropriate, in its sole discretion.
5. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which, taken together, shall
constitute but one and the same instrument, which may be sufficiently evidenced
by one counterpart.
6. In the event of any dispute arising out of the provisions
of this Agreement, the parties hereto consent and submit to the exclusive
jurisdiction of the Federal and State Courts in the State of New York.
7. Any party hereto may terminate his obligations under this
agreement at any time on 24 hours written notice to all other parties, with a
copy by fax to Steven Wolosky at Olshan Grundman Frome & Rosenzweig LLP, Fax No.
212 755-1467.
<PAGE>
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CUSIP No. 268255106 13D Page 15 of 15 Pages
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above written.
STEEL PARTNERS II, L.P.
150 East 52nd Street
New York, NY 10022
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren Lichtenstein
------------------------------------
Warren Lichtenstein, Managing
Member
/s/ Warren Lichtenstein
------------------------------------
Warren Lichtenstein
/s/ Jack Howard
------------------------------------
Jack Howard
/s/ Kathryn Howard
------------------------------------
Kathryn Howard
