SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)(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)
December 30, 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.
(Page 1 of 10)
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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).
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CUSIP No. 268255106 13D Page 2 of 10 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.
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 1,105,000
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,105,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,105,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
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CUSIP No. 268255106 13D Page 3 of 10 Pages
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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 1,105,000
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
- 0 -
9 SOLE DISPOSITIVE POWER
1,105,000
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,105,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
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CUSIP No. 268255106 13D Page 4 of 10 Pages
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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
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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 10 Pages
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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)
.3%
14 TYPE OF REPORTING PERSON*
IN
(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 10 Pages
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The following constitutes Amendment No. 3 the Schedule 13D filed by the
undersigned (the "Amendment No. 3"). This Amendment No. 3 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 1,105,000 Shares of Common
Stock owned by Steel Partners II is $2,992,718. 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 31, 1998, Steel
Partners II beneficially owns 1,105,000 Shares of Common Stock, constituting
approximately 13.3% of the Shares outstanding. Mr. Lichtenstein beneficially
owns 1,105,000 Shares, representing approximately 13.3% of the Shares
outstanding. Mr. Lichtenstein has sole voting and dispositive power with respect
to the 1,105,000 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 the close of business on December 31, 1998, Jack L.
Howard beneficially owns 141,600 Shares, representing approximately 1.7% of the
Shares of Common Stock 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 the close of business on December 31, 1998, Kathryn
Howard beneficially owns 22,500 Shares of Common Stock, representing
approximately .3% 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.
Item 5(c) is hereby amended by adding the following:
c. Schedule A annexed hereto lists all transactions in the
Issuer's Common Stock since the filing of the Amendment No. 2 to Schedule 13D by
the Reporting Persons.
Item 7 is hereby amended by adding the following:
Item 7. Material to Be Filed as Exhibits
<PAGE>
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CUSIP No. 268255106 13D Page 7 of 10 Pages
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2. Power of Attorney from Jack L. Howard and Kathryn Howard to
Warren G. Lichtenstein.
<PAGE>
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CUSIP No. 268255106 13D Page 8 of 10 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: January 5, 1999 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C. General Partner
By:/s/ Warren G. Lichtenstein
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Warren G. Lichtenstein
Chief Executive Officer
/s/ Warren G. Lichtenstein
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WARREN G. LICHTENSTEIN
/s/ Jack L. Howard
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JACK L. HOWARD
/s/ Kathryn Howard
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KATHRYN HOWARD
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CUSIP No. 268255106 13D Page 9 of 10 Pages
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SCHEDULE A
Transactions in the Shares
Since Amendment No. 2 to Schedule 13D
Shares of Common Price Per Date of
Stock Purchased/(Sold) Share Purchase/Sale
STEEL PARTNERS II, L.P.
10,000 2.53500 12/24/98
4,000 2.50250 12/28/98
20,600 2.53803 12/29/98
259,000 2.65265 12/30/98
WARREN LICHTENSTEIN
None.
JACK HOWARD
None.
KATHRYN HOWARD
None.
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CUSIP No. 268255106 13D Page 10 of 10 Pages
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EXHIBIT 2
SPECIAL POWER OF ATTORNEY
STATE OF CALIFORNIA )
)
COUNTY OF SANTA ROSA )
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, JACK L.
HOWARD and KATHRYN HOWARD with offices at 2927 Montecito Avenue, Santa Rosa,
California 95404, do hereby make, constitute and appoint WARREN G.LICHTENSTEIN,
of 150 East 52nd Street, New York , our true and lawful attorney in fact, for us
and in our name, place and stead:
To sign, deliver and file in our name and on our behalf all
forms or reports required to be filed with the Securities and
Exchange Commission by certain security holders of ECC
International Corp., a Delaware corporation, pursuant to
Sections 16(a) and 13(d) of the Securities and Exchange Act of
1934, as amended, and the rules and regulations thereunder.
The rights, powers and authorities of our Attorney-in Fact,
granted in this Special Power of Attorney shall commence and be in full force
and effect from the date hereof and shall remain in full force and effect
thereafter until we give notice in writing that such Power is terminated.
IN WITNESS WHEREOF, we have hereunto set our hand this 5th
day of January 1999.
/s/ Jack L. Howard
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Jack L. Howard
/s/ Kathryn Howard
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Kathryn Howard
STATE OF CALIFORNIA )
)
COUNTY OF SANTA ROSA )
Before me, the undersigned, a notary public, State of
California at Large, an officer duly authorized to take acknowledgments,
personally appeared JACK L. HOWARD and KATHRYN HOWARD, personally known to me
and known by me to be the persons described in and who executed the foregoing
instrument, and they acknowledged before me that they executed the same for the
uses and purposes set forth in said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal, this 5th day of January, 1999.
