Please wait

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant / / Filed by a party other than the Registrant /X/ Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12 ECC International Corp. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) Michael N. Taglich - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ MICHAEL N. TAGLICH 100 Wall Street New York, New York 10005 November 26, 1996 Dear Stockholder: You should have recently received my Proxy Statement and my BLUE Proxy Card. This letter supplements my Proxy Statement and comments on Mr. Murphy's letter to you of November 20, 1996. Mr. Murphy, President and the Board of Directors of ECC would have you believe that because some of the companies comprising the S&P 500 have by-laws restricting the ability of their shareholders to call a special meeting of shareholders, that ECC's management deserves such protection. I disagree. The fact that other corporations, like ECC, also have exaggerated protections for underperforming management is no reason to vote to provide management with additional protection. I also find the comparison to the S&P 500 curious. If the share price of ECC had performed as well as this index, management would have the support of its shareholders. Mr. Murphy would also have you believe that he and the Board are receptive to maximizing shareholder value. The fact that management and Directors own 11% of the Common Stock is offered as evidence that they share the same interests as all stockholders. There are several points to consider: First, the quoted 11% owned by Directors includes options. It does not represent shares bought and paid for. Second, why is it that the Board considers its 11% SIGNIFICANT and a 10% threshold to call a special meeting a "SMALL PERCENTAGE OF SHARES"? Third, in my opinion, the benefits currently enjoyed by Mr. Murphy as a result of his employment far outweigh the future benefits from his ownership of stock. We, as shareholders, have entrusted OUR Company to the management of Mr. Murphy and the Board of Directors. The Company's results indicate that this trust has been misplaced. I do not question the intentions or ethics of management. The financial results, however, call into question their competence. November 26, 1996 Page 2 of 2 My proposals allow a significant holder of shares to call a special meeting of shareholders. The dismal performance of this management team and the dereliction of duty by the Board of Directors requires, indeed entitles shareholders to be more vigilant in protecting their investment. Mr. Murphy and the Board of Directors have not earned your continued support. You as a shareholder, the OWNER OF THE COMPANY, have earned the right to make your wishes known. Enclosed is an additional copy of my BLUE Proxy Card. I urge you to sign and date it, vote "YES" on both proposals and return it to me in the enclosed envelope. Sincerely, Michael N. Taglich Encl.