sec document


                                  UNITED STATES
                             WASHINGTON, D.C. 20549


                                 SCHEDULE 14D-9



                          ECC INTERNATIONAL CORPORATION
                            (Name of Subject Company)

                          ECC INTERNATIONAL CORPORATION
                        (Name of Person Filing Statement)

                     COMMON STOCK, $.10 PAR VALUE PER SHARE
                         (Title of Class of Securities)

                      (CUSIP Number of Class of Securities)

                                ROBERT L. COLLINS
                             CHIEF EXECUTIVE OFFICER
                          ECC INTERNATIONAL CORPORATION
                            2001 WEST OAK RIDGE ROAD
                           ORLANDO, FLORIDA 32809-3803
                                 (407) 859-7410
      (Name, address, and telephone number of person authorized to receive
      notices and communications on behalf of the person filing statement)

                                 with a copy to:
                                 STEVEN WOLOSKY
                                 505 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 753-7200

              Text of Press Release issued by Cubic Corporation and
                   ECC International Corp. on August 21, 2003

           Cubic Corporation to Acquire ECC International Corporation

San Diego,  Calif.  and  Orlando,  Fl. - Aug. 21, 2003 - San  Diego-based  Cubic
Corporation  (AMEX:CUB)  and  Orlando,  FL-based ECC  International  Corporation
(AMEX:ECC),  today announced that they have signed a definitive merger agreement
providing for the acquisition of ECC by Cubic. Under the terms of the agreement,
Cubic has agreed to make a tender offer for all of the outstanding shares of ECC
common stock at a price of $5.25 per share, which will, if completed,  result in
an aggregate consideration to ECC's stockholders of approximately $42.3 million.
The offer is expected to commence on August 27, 2003 and expire, if not extended
by Cubic, at midnight, Eastern Time on September 24, 2003. The tender offer will
be  followed  by a merger in which  Cubic  will  acquire,  at the same per share
price, the remaining shares of ECC not acquired in the tender offer.

The Board of Directors of ECC has  unanimously  approved the  transaction and is
recommending that stockholders  tender their shares of ECC common stock to Cubic
in the tender offer. In addition,  stockholders,  including Warren  Lichtenstein
and Steel Partners II, L.P., holding approximately 37 percent of the outstanding
common  stock of ECC have agreed to tender  their  shares to Cubic in the tender
offer. The tender offer is subject to certain  customary  conditions,  including
the  tender of at least a  majority  of ECC's  common  stock on a fully  diluted
basis.  Imperial  Capital  LLC  acted  as  financial  advisor  to ECC  for  this

In announcing the merger agreement,  Walter J. Zable, Cubic Chairman,  President
and Chief Executive Officer, said: "The acquisition of ECC by Cubic will benefit
the employees, customers and investors of both companies. We look forward to the
growth opportunities of the combined companies."

Merrill A. McPeak,  ECC International  Chairman of the Board,  said: "We believe
that ECC's growth potential will be significantly enhanced by becoming part of a
strong company like Cubic."

"This  transaction  will  further  strengthen  Cubic's  position  in the defense
marketplace  by broadening  the scope of our core  training  business to include
virtual  simulation.   Once  the  acquisition  is  completed,  we  will  have  a
significant  presence  in  all  three  simulation  domains:  live,  virtual  and
constructive,"  said Gerald R. Dinkel,  President  and CEO of the Cubic  Defense
Applications  Group.  "In  addition,  ECC's  presence in Orlando  will provide a
strong base for growing  Cubic's  already  considerable  business  with key U.S.
Army,  Navy,  Air Force and Marine Corps  simulation  customers in Florida." The
foregoing summary is a general  description of certain pricing and related terms
contained  in the  definitive  agreement  for the proposed  transaction,  and is
qualified in its entirety by reference to the  definitive  agreement,  a copy of
which will be filed by Cubic  with the United  States  Securities  and  Exchange

This  announcement is not an offer to purchase nor a solicitation of an offer to
sell  shares.  The tender offer for the  outstanding  shares of ECC common stock
described in this press  release has not yet  commenced.  At the time the tender
offer is commenced, Cubic will file a Tender Offer Statement on Schedule TO, and

ECC will file a Solicitation/  Recommendation  Statement on Schedule 14D-9, with
the United States Securities and Exchange Commission.  Cubic and ECC also expect
to mail an Offer to  Purchase,  the  Schedule  14D-9 and  related  tender  offer
materials to  stockholders  of ECC.  Investors  and security  holders of ECC are
urged to read the Offer to  Purchase  and  other  relevant  materials  when they
become  available  because they will  contain  important  information  about the
proposed  transaction.  Investors and security holders may obtain a free copy of
these  materials  (when they are available) and other  documents  filed with the
United  States  Securities  and  Exchange  Commission  at the  SEC's web site at  A free copy, when it becomes available,  may also be obtained from
Georgeson Shareholder Communications, 17 State Street, 10th Floor, New York, NY,


Cubic Corporation is parent to two major segments:  defense and  transportation.
The Cubic Defense  Applications group provides realistic combat training systems
for military  forces as well as simulation,  force  modernization,  educational,
operations and maintenance and manufacturing  services.  The group also supplies
products  and  systems  for   Command,   Control,   Communications,   Computers,
Intelligence,  Surveillance and Reconnaissance (C4ISR) applications,  search and
rescue avionics,  and radio  communications for military and civil markets.  The
Cubic  Transportation  Systems group  designs and  manufactures  automatic  fare
collection systems for public mass transit, including rail and buses, throughout
the world.


Orlando,  Fla.-based  ECC  International  is  a  world  leader  in  the  design,
development and production of simulators and related training programs for crew,
operator  and  maintainer  training.  ECC  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 other countries.

SAFE HARBOR: This press release contains forward-looking statements,  within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the  Securities  Exchange  Act of 1934,  as  amended,  that are  based on
management's  beliefs  and  assumptions,  current  expectations,  estimates  and
projections.  Such statements,  including statements relating to Cubic's ability
to complete the tender offer, the anticipated  benefits of the acquisition,  the
integration  of ECC  and  Cubic,  Cubic's  and  ECC's  expectations  for  future
financial  performance  and the impact of the  acquisition  on the growth of the
combined companies, are not historical facts and are forward-looking  statements
under the federal  securities  laws.  These statements may contain words such as
"will," "believes," "anticipates," "plans," "expects," "intends," "estimates" or
similar  expressions.  These  statements  are not  guarantees of the  companies'
future  performance and are subject to risks,  uncertainties and other important
factors that could cause actual performance or achievements to differ materially
from those expressed or implied by these forward-looking statements and include,
without limitation,  the risk that the tender offer may not be successful,  that
the definitive agreement between Cubic and ECC will be terminated,  that ECC and
Cubic will not be able to  integrate  their  operations  as  expected,  that the
acquisition  of ECC will not produce the  anticipated  benefits to the  combined
company and other risks or uncertainties  detailed in such companies' Securities
and Exchange Commission filings. Given these uncertainties,  you should not rely
on forward-looking  statements. The companies undertake no obligations to update
any forward-looking statements,  whether as a result of new information,  future
events or otherwise.

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