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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 4)
(PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
------------------------
DYNAMICS CORPORATION OF AMERICA
(Name of Subject Company)
------------------------
CTS CORPORATION
CTS FIRST ACQUISITION CORP.
(Bidders)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
268039 10 4
(CUSIP Number of Class of Securities)
JOSEPH P. WALKER
Chairman, President
and Chief Executive Officer
CTS Corporation
905 West Boulevard North
Elkhart, Indiana 46314
Telephone: (219) 293-7511
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
------------------------
Copies to:
ROBERT A. PROFUSEK, ESQ.
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 326-3939
MAY 16, 1997
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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1. CTS CORPORATION (EIN: 35-0225010)
- ----------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- ----------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
BK
- ----------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f) / /
- ----------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
- ----------------------------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
100
- ----------------------------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(7) EXCLUDES CERTAIN SHARES / /
- ----------------------------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (7)
0.0%
- ----------------------------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON
CO
- ----------------------------------------------------------------------------------------------------
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2
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<C> <S> <C>
1. CTS FIRST ACQUISITION CORP. (EIN: Applied For)
- ----------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- ----------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
BK
- ----------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) / /
- ----------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ----------------------------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
- ----------------------------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES / /
- ----------------------------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (7)
0%
- ----------------------------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON
CO
- ----------------------------------------------------------------------------------------------------
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3
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This Statement amends and supplements the Tender Offer Statement on Schedule
14D-1 (the "Schedule 14D-1") filed with the Securities and Exchange Commission
on May 16, 1997, as amended, by CTS First Acquisition Corp. ("Purchaser"), a New
York corporation and wholly owned subsidiary of CTS Corporation, an Indiana
corporation ("CTS"), to purchase up to 49.9% of the issued and outstanding
shares of Common Stock, par value $.10 per share (the "Shares"), of Dynamics
Corporation of America, a New York corporation (the "Company"), together with
the associated purchase rights issued pursuant to the Rights Agreement, dated as
of January 30, 1986, as amended, between the Company and First National Bank of
Boston, as Rights Agent, at $56.25 per Share, net to the seller in cash, without
interest thereon, on the terms and subject to the conditions set forth in the
Offer To Purchase, dated May 16, 1997 (the "Offer To Purchase"), as amended and
supplemented by the Supplement thereto, dated June 2, 1997 (the "Supplement"),
and in the related Letters of Transmittal (which, together with the Offer To
Purchase, the Supplement and any amendments or supplements thereto, constitute
the "Offer"). Capitalized terms used and not defined herein shall have the
meaning assigned to such term in the Offer To Purchase, the Supplement and the
Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(a) (13) Press Release dated June 2, 1997.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: June 2, 1997 CTS CORPORATION
By: /s/ JOSEPH P. WALKER
------------------------------------------
Joseph P. Walker
Chairman, President
and Chief Executive Officer
CTS FIRST ACQUISITION CORP.
By: /s/ JOSEPH P. WALKER
------------------------------------------
Joseph P. Walker
President
5
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EXHIBIT INDEX
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EXHIBIT
NUMBER PAGE
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(a) (13) Press Release dated June 2, 1997.
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EXHIBIT 99.(a)(13)
FOR IMMEDIATE RELEASE
Contact:
Gene Donati
Clark & Weinstock
212/953-2550
CTS INCREASES CASH PORTION OF OFFER FOR DYNAMICS
CORPORATION OF AMERICA
----------------------
Elkhart, Indiana, June 2, 1997 -- CTS Corporation (NYSE: CTS) announced today
that CTS has increased its tender offer for approximately 50% of the common
stock of Dynamics Corporation of America to $56.25 per share, net to the
seller in cash; all Dynamics' shares not purchased in the tender offer will
be converted in a merger into 0.88 shares of CTS stock. CTS' tender offer is
scheduled to expire at midnight, New York City time, on June 13, 1997, the
originally scheduled expiration date for the tender offer. All other terms of
the previously announced tender offer and merger remain unchanged.
Consummation of the tender offer and merger remain subject to a number of
conditions, including the tender of at least 25% of the Dynamics shares.
Joseph P. Walker, Chairman and Chief Executive Officer of CTS, said "We
remain committed to combining CTS and Dynamics as an important part of CTS'
external growth strategy. We believe that our original combination proposal
at $55 per share in cash and a 0.88 merger exchange ratio was clearly
superior to WHX Corporation's recently revised offer -- based on closing
sales prices today, and assuming the purchase of approximately 50% of
Dynamics' stock in the tender offer, the blended value of CTS' bid was $58.09
before the improvement announced today, and the blended value of today's
offer is $58.71. We decided nonetheless to enhance the cash portion of our
offer in an effort to assure that the transaction will proceed."
1
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Mr. Walker continued, "The CTS offer includes participation in CTS stock,
which we believe has excellent growth prospects, and the combination of
Dynamics with CTS makes good strategic sense. We have complementary product
lines that will produce operational synergies and cost savings."
Earlier today CTS proposed to Dynamics that CTS amend the terms of the
existing CTS-DCA merger agreement to provide for a $60 cash offer for
approximately 50% of Dynamics' shares and a fixed exchange of .82 shares of
CTS for each DCA share. Dynamics' Board declined to act on this proposal.
Accordingly, CTS withdrew the proposal and elected to increase the cash
portion of its existing bid to the $56.25 price.
This press release is neither an offer to sell securities nor a
solicitation of offers to buy securities. This press release contains
forward-looking statements within the meaning of federal securities laws. Such
forward-looking statements are subject to risks, uncertainties and other
factors that could cause actual results to differ materially from these
statements, including as a result of general economic conditions, competitive
factors and pricing pressures, the impact of present and future laws,
availability and cost of financing and events or circumstances outside of
management's control affecting its ability to realize expected cost savings.
CTS is a diversified manufacturer of electronic and electronmechanical
components for the automotive, computer equipment, communications equipment,
instruments and controls, defense and aerospace, and consumer electronics
markets. Headquartered in Elkhart, Indiana, CTS operates manufacturing plants
in the United States and abroad.
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