UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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 that is the subject of this Schedule 13D and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or 13d-1(g), check the following box: o

 

* 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

2

 

 

3

 

 

4

 

 

5

 

 

6

 

 

7

 

 

8

 

 

9

 

 

Item 1.                            Security and Issuer.

 

This statement relates to shares of common stock of Cubic Corporation (the “Company”).  The Company’s principal offices are located at 9333 Balboa Avenue, San Diego, CA 92123.

 

Item 2.                            Identity and Background.

 

(a)                This statement is filed by the persons listed below, all of whom together are referred to herein as the “Reporting Persons.”

 

(i)                                   Walter C. Zable;

 

(ii)                                Karen F. Cox;

 

(iii)                             Zable QTIP Marital Trust Dated 9/18/78 (“Zable QTIP Marital Trust”);

 

(iv)                            The Survivor’s Trust Created Under the Zable Trust Dated 9/18/1978 (“Survivor’s Trust”);

 

(v)                               Walter J. Zable Special Trust Dated May 6, 2003 (“Special Trusts”);

 

(vi)                            Zable Trust Dated September 18, 1978 (“Zable Trust”);

 

(vii)                         Zable Reverse QTIP Marital Trust Dated 9/18/78 (“Zable Reverse QTIP Marital Trust”); and

 

(viii)                      Zable Non-QTIP Marital Trust Dated 9/18/78 (“Zable Non QTIP Marital Trust” and together with the Zable QTIP Marital Trust, the Survivor’s Trust, the Special Trusts, the Zable Trust and the Zable Reverse QTIP Marital Trust, collectively, the “Trusts”).

 

(b)               The mailing address for each of the Reporting Persons is c/o Cubic Corporation, 9333 Balboa Avenue, San Diego, CA 92123.

 

(c)                Walter C. Zable is Executive Chairman of the Company’s Board of Directors.  Karen F. Cox’s principal occupation is in public relations.

 

(d)               None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)                None of the Reporting Persons 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 Walter C. Zable and Karen F. Cox is a citizen of the United States.

 

In addition, each of the Trusts is organized under the laws of the State of California.

 

10

 

 

Item 3.                            Source and Amount of Funds or Other Consideration.

 

On June 23, 2012, Walter J. Zable, founder, Chief Executive Officer and Chairman of the Board of the Company passed away.  Walter J. Zable was the father of each of Walter C. Zable and Karen F. Cox.  Walter J. Zable was previously the trustee of the Trusts, which held an aggregate of 8,826,396 shares (the “Shares”).  On June 25, 2012, after the passing of Walter J. Zable, it was determined that Walter C. Zable and Karen F. Cox became co-trustees (the “Co-Trustees”) of the Trusts and acquired shared voting and dispositive power of the shares held by the Trusts. No funds or other consideration were transferred in connection with the appointment of the Co-Trustees.  Walter C. Zable and Karen Cox are not the sole beneficiaries of the Trusts.

 

Item 4.                            Purpose of Transaction.

 

The purpose of the acquisition of the Shares is for investment.

 

The Walter C. Zable and Karen F. Cox are not the sole beneficiaries of the Trusts.

 

Walter C. Zable is currently a director of the Company and is a party to the private discussions of the Company regarding the vacancy on the Board of the Company due to the passing of Walter J. Zable.

 

Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

 

Item 5.                            Interest in Securities of the Issuer.

 

Walter C. Zable

 

(a), (b)           The information set forth in Rows 7 through 13 of the cover page hereto for Walter C. Zable is incorporated herein by reference.  The percentage amount set forth in Row 13 of the cover page filed herewith is calculated based upon 26,736,307 shares of common stock of the Company outstanding, as reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 3, 2012.

 

(c)                                None.

 

(d)                               The Co-Trustees have the shared power to direct the receipt of dividends, if any, relating to, or the disposition of the proceeds of the sale of, the Shares held by the Trusts as reported herein.

 

(e)                                Not applicable.

 

Karen F. Cox

 

(a), (b)           The information set forth in Rows 7 through 13 of the cover page hereto for Karen F. Cox is incorporated herein by reference.

 

(c)                                None.

 

(d)                               The Co-Trustees have the shared power to direct the receipt of dividends, if any, relating to, or the disposition of the proceeds of the sale of, the Shares held by the Trusts as reported herein.

 

(e)                                Not applicable.

 

11

 

 

The Trusts

 

(a), (b)           The information set forth in Rows 7 through 13 of the cover pages hereto for each of the Trusts is incorporated herein by reference for each of the Trusts, respectively.

 

(c)                                None.

 

(d)                               The Co-Trustees have the shared power to direct the receipt of dividends, if any, relating to, or the disposition of the proceeds of the sale of, the Shares held by the Trusts as reported herein.

 

(e)                                Not applicable.

 

Item 6.                            Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

None.

 

Item 7.                            Material to be Filed as Exhibits.

 

There is filed herewith as Exhibit 1 a written agreement relating to the filing of joint acquisition statements as required by Section 240.13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

12

 

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

 

Dated: July 17, 2012

 

 

	/s/ James R. Edwards
	James R. Edwards, as attorney-in-fact for each of Walter C. Zable, Karen F. Cox, the Zable QTIP Marital Trust Dated 9/18/78, the Survivor’s Trust Created Under the Zable Trust Dated 9/18/1978, the Walter J. Zable Special Trust Dated May 6, 2003, the Zable Trust Dated September 18, 1978, the Zable Reverse QTIP Marital Trust Dated 9/18/78 and the Zable Non-QTIP Marital Trust Dated 9/18/78

 

 

The executed Power of Attorney authorizing James R. Edwards to sign and file this Schedule 13D on behalf of the Reporting Persons, is filed herewith.

 

13

 

Exhibit 1

 

JOINT FILING AGREEMENT AND POWER OF ATTORNEY

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

 

Dated: July 17, 2012

 

	/s/ James R. Edwards
	James R. Edwards, as attorney-in-fact for each of Walter C. Zable, Karen F. Cox, the Zable QTIP Marital Trust Dated 9/18/78, the Survivor’s Trust Created Under the Zable Trust Dated 9/18/1978, the Walter J. Zable Special Trust Dated May 6, 2003, the Zable Trust Dated September 18, 1978, the Zable Reverse QTIP Marital Trust Dated 9/18/78 and the Zable Non-QTIP Marital Trust Dated 9/18/78

 

 

Exhibit 2

 

POWER OF ATTORNEY

 

The undersigned hereby appoints James R. Edwards as his or her true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendments thereto or any related documentation (together the “Filing Documentation”) which may be required to be filed in his or her individual capacity, and granting unto each said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof.  The authority of James R. Edwards under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to file Schedule 13Ds or Schedule 13Gs unless revoked earlier in writing. The undersigned hereby revokes any and all prior Powers of Attorney executed by the undersigned with respect to the execution and filing of Filing Documentation.

 

Dated: July 17, 2012

 

	/s/ Walter C. Zable
	Walter C. Zable
	/s/ Karen F. Cox
	Karen F. Cox
	Zable QTIP Marital Trust Dated 9/18/78
	Survivor’s Trust Created Under the Zable Trust Dated 9/18/1978
	Walter J. Zable Special Trust Dated May 6, 2003
	Zable Trust Dated September 18, 1978
	Zable Reverse QTIP Marital Trust Dated 9/18/78
	Zable Non-QTIP Marital Trust Dated 9/18/78
	/s/ Walter C. Zable
	Walter C. Zable, as Co-Trustee
	/s/ Karen F. Cox
	Karen F. Cox, as Co-Trustee