Filed pursuant to Rules 424(b)(3) and 424(c)
Registration No. 333-24591
AYDIN CORPORATION
Prospectus Supplement to Prospectus Dated April 16, 1997
Reference is made to the Prospectus dated April 16, 1997 (the
"Prospectus") relating to the offering of up to 596,927 shares (the
"Shares") of Common Stock, $1.00 par value, of Aydin Corporation (the
"Company") by EA Industries, Inc. as the selling stockholder.
On April 29, 1997, the Company filed with the Securities and
Exchange Commission a Form 8-K Current Report dated as of April 21,
1997 to report an adverse ruling by the California Court of Appeal
that reversed a prior trial court judgment of declaratory relief that
had been favorable to the Company regarding insurance coverage for the
clean-up costs at a site formerly leased by the Company. As a result
of this decision, the Company has recorded a non-cash charge of $2.6
million for the quarter ended March 29, 1997. A copy of the Form 8-K
Current Report dated April 29, 1997 is attached to this Prospectus
Supplement.
This Prospectus Supplement should be read in conjunction with the
Company s Prospectus dated April 16, 1997.
The date of this Prospectus Supplement is April 29, 1997.
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ATTACHMENT #1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Sections 13 or 15 (d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported) April 21, 1997
AYDIN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-7203 23-1686808
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
700 Dresher Road, Horsham, PA 19044
(Address of principal executive offices) (Zip Code)
(215) 657-7510
(Registrant's telephone number, including area code)
<PAGE>
Item 4. OTHER EVENTS
Reference is made to Note J - "Commitments and
Contingencies" in Registrant's Notes to Consolidated Financial
Statements for the year ended December 31, 1996 set forth in
Registrant's 1996 Annual Report to Stockholders, regarding an
appeal by one of Registrant's insurance carriers from a
declaratory judgment obtained by Registrant requiring that the
insurance carrier pay clean-up costs in excess of the sum of
$6.7 million that Registrant had received in settlement with its
other three insurance carriers. Amounts paid by Registrant in
excess of the $6.7 million recovered, $1.5 million, plus the
discounted future costs of monitoring the site, $1.1 million,
totaled $2.6 million.
On April 21, 1997, the California Court of Appeal issued its
decision in the case: Aydin Corporation, Respondent vs. First
State Insurance Company, Appellant, No. A068910 (97 Daily Journal
D.A.R. 5087), reversing the decision of the trial court that had
entered a judgment of Declaratory Relief in favor of the
Registrant regarding insurance coverage for the clean-up costs at
a site formerly leased by Registrant. The Court of Appeal ruled
that an "exception" to an exclusion in an insurance policy must
be treated as part of the policy's coverage provision, and that
the burden of proving the applicability of the exception be borne
by the insured. It was therefore prejudicial error for the trial
court to instruct the jury that it was the burden of the
insurance company to prove the nonexistence of the policy
coverage.
The Registrant is reviewing the decision to determine
whether a further appeal to the California Supreme Court will be
made or allow the case to be returned to the trial court for a
new trial.
As a result of this decision, the Registrant has recorded a
non-cash charge of $2.6 million for the First Quarter 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
AYDIN CORPORATION
Dated: April 29, 1997 By:/s/ Robert A. Clancy
Robert A. Clancy
Secretary
