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. 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) Item 5. 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