-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CXLIeedtIVbiyIbz9H8DyO4eSASyDK//m55GlT7vwTgkeYItmUzLlyaSXxdUyv+W vRULF1yxqIDYkoi91g2ciw== 0001068590-03-000085.txt : 20030429 0001068590-03-000085.hdr.sgml : 20030429 20030429115732 ACCESSION NUMBER: 0001068590-03-000085 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDO CORP CENTRAL INDEX KEY: 0000031617 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 110707740 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-88620 FILM NUMBER: 03668420 BUSINESS ADDRESS: STREET 1: 60 EAST 42ND STREET STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10165 BUSINESS PHONE: 2127162000 MAIL ADDRESS: STREET 1: 60 EAST 42ND STREET STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10165 424B3 1 form424b3edocorp.txt FORM424B3EDOCORP Prospectus Supplement No. 4 Filed pursuant to Rules 424(b) and 424(c) (To Prospectus Dated August 5, 2002) Registration No. 333-88620 EDO CORPORATION 137,800,000 Principal Amount of 5.25% Convertible Subordinated Notes Due 2007 and the Common Shares Issuable Upon Conversion of the Notes This prospectus supplement relates to the resale by the holders of 5.25% Convertible Subordinated Notes Due 2007 of EDO Corporation and the common shares, par value $1 per share, of EDO Corporation issuable upon the conversion of the notes. This prospectus supplement should be read in conjunction with, and may not be delivered or utilized without, the prospectus dated August 5, 2002, including any amendments or supplements thereto. The terms of the notes are set forth in the prospectus. The information in the table appearing under the heading "Selling Securityholders" in the prospectus is amended by adding the information below with respect to persons not previously listed in the prospectus or in any amendments or supplements thereto, and by superceding the information with respect to persons previously listed in the prospectus or in any amendments or supplements thereto that are listed below (8): Principal Number of Percent- Amount of Percent- Common age of Notes Bene- age of Shares Common ficially Notes that Shares Owned that Outstand- May Be Outstand- Name May Be Sold ing Sold(1) ing(2) - ----- ------------- ---------- ---------- --------- Northern Income Equity Fund.............. $1,000,000 * 31,990 * Oaktee Capital Management, LLC OCM Convertible Trust............... $885,000 * 28,311 * Delta Airlines Master Trust........ $405,000 * 12,956 * State Employees Retirement Fund of the State of Delaware............ $585,000 * 18,714 * Chrysler Corporation Master Retirement Trust............... $1,560,000 1.1% 49,904 * Motion Picture Industry Health Plan-- Active Member Fund.. $150,000 * 4,798 * Motion Picture Industry Health Plan--Retiree Member Fund.......... $95,000 * 3,039 * Vanguard Convertible Securities Fund, Inc. $745,000 * 23,832 * Delta Pilots D & S Trust................ $200,000 * 6,398 * Microsoft Corporation.. $835,000 * 26,711 * Qwest Occupational Health Trust.......... $30,000 * 960 * Zurich Institutional Benchmarks Master Fund Ltd.................. $2,492,000 1.8% 79,718 * * Less than 1%.
In addition, Allstate Insurance Company, Allstate Life Insurance Company and the first Zurich Institutional Benchmarks Master Fund Ltd. previously listed are removed from the table of "Selling Securityholders." (1) Assumes conversion of all the holder's notes at a conversion price of $31.26 per share. However, this conversion rate will be subject to adjustment as described under "Description of Notes--Conversion." As a result, the amount of common shares issuable upon conversion of the notes may increase or decrease in the future. (2) Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act using 19,709,704 common shares outstanding as of February 27, 2003. In calculating this amount, we treated as outstanding that number of common shares issuable upon conversion of all of that particular holder's notes. However, we did not assume the conversion of any other holder's notes. (8) Total principal amount of selling securityholders listed is more than $137,800,000 because certain of the selling securityholders may have transferred notes pursuant to Rule 144A or otherwise reduced their position prior to selling pursuant to this registration statement. The maximum principal amount of notes that may be sold under this prospectus will not exceed $137,800,000. --------------------------- The securities offered by the prospectus involve a high degree of risk. See "Risk Factors" beginning on page 6 of the prospectus. --------------------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The Date of this Prospectus Supplement is April 29, 2003.
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