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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(FINAL AMENDMENT)
(PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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DYNAMICS CORPORATION OF AMERICA
(Name of Subject Company)
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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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<C> <S> <C>
1. CTS CORPORATION (EIN: 35-0225010)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,164,439
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(7) EXCLUDES CERTAIN SHARES / /
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (7)
30.3%
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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)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,164,439
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES / /
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (7)
30.3%
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10. TYPE OF REPORTING PERSON
CO
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This Final Amendment 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
satisfaction or waiver prior to the Expiration Date of 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 5. PURPOSE OF THE TENDER OFFER AND PLANS AND PROPOSALS OF THE BIDDER.
Item 5 is hereby amended and supplemented by the information set forth
below.
In addition to the transactions contemplated by the Merger Agreement,
Purchaser and/or CTS may at any time, depending upon market conditions and other
factors, acquire additional Shares or take other action with respect to the
Company or any of its securities in any manner permitted by law, including the
acquisition of additional Shares in open-market purchases, in privately
negotiated transactions or otherwise. There can be no assurance as to whether
any such transaction or action will be consummated or taken or as to the
possible timing or terms thereof.
ITEM 6. INTEREST IN SECURITIES OF THE COMPANY
Items 6(a)-(b) are hereby amended and supplemented by the information set
forth below.
The Offer expired on June 13, 1997, at 12:00 Midnight, New York City time.
On June 14, 1997, Purchaser notified The First National Bank of Boston, the
depositary for the Offer, of its acceptance for payment of, and thereby
purchased, all Shares validly tendered pursuant to the Offer and not withdrawn
prior to the expiration thereof. On June 16, 1997, Purchaser and CTS issued a
press release (the "Press Release") in which they disclosed that, as of the
expiration of the Offer, 1,164,439 Shares had been validly tendered and not
withdrawn. A copy of the Press Release is filed as Exhibit (a) (15) hereto and
is incorporated herein by reference. As a result of the purchase of Shares
pursuant to the Offer, Purchaser and CTS beneficially own 1,164,439 Shares, or
approximately 30.3% of the total number of Shares outstanding. The number of
Shares accepted for payment is based on a preliminary count and includes Shares
subject to guaranteed delivery procedures.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(15) Press Release dated June 16, 1997.
4
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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 16, 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) (15) Press Release dated June 16, 1997
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Exhibit (a) (15)
CTS COMPLETES TENDER OFFER FOR DYNAMICS
Elkhart, Indiana, June 16, 1997. CTS Corporation (NYSE: CTS)
announced today the completion of its offer to purchase common stock of
Dynamics Corporation of America (NYSE: DYA) for $56.25 per share in cash.
According to the depositary for the offer, 1,164,339 Dynamics shares (30.3% of
the outstanding Dynamics shares) were tendered and not withdrawn pursuant to
the offer, all of which have been accepted for payment by CTS.
Subject to approval of Dynamics' and CTS' shareholders and other
customary conditions, each Dynamics share not purchased in the tender offer
will be converted into 0.88 shares of CTS common stock and Dynamics will become
a wholly owned subsidiary of CTS. The companies expect the merger to be
completed this summer.
Pursuant to the Dynamics-CTS merger agreement, CTS is entitled
to representation proportionate to its equity stake in Dynamics and,
accordingly, CTS has requested that Dynamics' Board be increased to 13 by the
addition of four CTS designees to the Board. Pending completion of the
proposed Dynamics-CTS merger, CTS may, depending upon market conditions and
other factors, from time to time acquire additional Dynamics shares or take
other actions with respect to Dynamics, including acquiring Dynamics shares in
open-market purchases, privately negotiated transactions or otherwise.
CTS is a diversified manufacturer of electronic and
electromechanical 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.
Dynamics is a diversified company which manufactures electronic
components, mobile vans and transportable shelters for specialized electronic
and medical diagnostic equipment, portable electric housewares and commercial
appliances, air distribution equipment, specialized air-conditioning equipment
and generator sets. Dynamics currently holds a 44.0% stake in CTS.
