<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 3)
(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)
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
<S> <C>
$107,748,675 $21,550
</TABLE>
* For purposes of calculating the filing fee only. This calculation assumes
the purchase of up to 1,915,532 shares of Common Stock, par value $.10 per
share (the "Shares") of Dynamics Corporation of America (the "Company") at
a price of $56.25 per Share, net to the seller in cash, without interest
thereon.
** The amount of the filing fee, calculated in accordance with Rule 0-11(d)of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the aggregate value of cash offered by CTS First Acquisition
Corp. for such number of Shares.
/X/* Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
<TABLE>
<S> <C> <C>
Filing
Amount Previously Paid: $21,071 Party: CTS Corporation
CTS First Acquisition
Corp.
Form or Registration No.: Schedule 14D-1 Date Filed: May 16, 1997
</TABLE>
<PAGE>
<TABLE>
<C> <S> <C>
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
- ----------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
<TABLE>
<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
- ----------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
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 an increased price of $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 1. SECURITY AND SUBJECT COMPANY.
Item 1(b) is hereby amended and supplemented by reference to "Introduction"
in the Supplement annexed hereto as Exhibit (a)(8), which is incorporated herein
by this reference.
Item 1(c) is hereby amended and supplemented by reference to "Price Range of
the Shares; Dividend on the Shares" in the Supplement, which is incorporated
herein by this reference.
ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Items 3(a)-(b) are hereby amended and supplemented by reference to
"Introduction," "Amended Terms of the Offer" and "Background of the Combination"
in the Supplement, each of which is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Items 4(a)-(b) are hereby amended and supplemented by reference to "Pro
Forma Financial Data" in the Supplement, which is incorporated herein by this
reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT
COMPANY'S SECURITIES.
Item 7 is hereby amended and supplemented by reference to "Introduction,"
"Amended Terms of the Offer" and "Background of the Combination" in the
Supplement, each of which is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Item 9 is hereby amended and supplemented by reference to "Pro Forma
Financial Data" in the Supplement, which is incorporated herein by this
reference.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(b)-(c) are hereby amended and supplemented by reference to
"Antitrust" in the Supplement, which is incorporated herein by this reference.
Item 10(f) is hereby amended and supplemented by reference to the
information set forth in the Supplement and the revised Letter of Transmittal,
copies of which are attached hereto as Exhibits (a)(8) and (a)(9), respectively,
each of which is incorporated herein by this reference.
4
<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C> <C>
(a) (8) Supplement to Offer To Purchase, dated June 2, 1997.
(9) Revised Letter of Transmittal.
(10) Revised Notice of Guaranteed Delivery.
(11) Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(12) Revised Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(c) (6) Letter, dated May 28, 1997 from CTS and Purchaser to the Company.
</TABLE>
5
<PAGE>
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
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER PAGE
- --------- -----------
<S> <C> <C>
(a) (8) Supplement to Offer To Purchase, dated June 2, 1997.
(9) Revised Letter of Transmittal.
(10) Revised Notice of Guaranteed Delivery
(11) Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(12) Revised Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(c) (6) Letter, dated May 28, 1997 from CTS and Purchaser to the Company.
</TABLE>
7
<PAGE>
SUPPLEMENT, DATED JUNE 2, 1997,
TO
OFFER TO PURCHASE, DATED MAY 16, 1997,
UP TO 49.9%
OF THE OUTSTANDING COMMON STOCK
OF
DYNAMICS CORPORATION OF AMERICA
AT
AN INCREASED PRICE OF
$56.25 NET PER SHARE, IN CASH,
BY
CTS FIRST ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY
OF
CTS CORPORATION
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, JUNE 13, 1997, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE THAT NUMBER OF SHARES
WHICH CONSTITUTES AT LEAST 25% OF THE SHARES OUTSTANDING ON THE DATE OF PURCHASE
(THE "MINIMUM SHARE CONDITION") AND THE RECEIPT OF A LEGAL OPINION AS TO CERTAIN
TAX CONSEQUENCES OF THE MERGER. THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER
CONDITIONS SET FORTH IN THE OFFER TO PURCHASE. SEE "THE OFFER -- CONDITIONS OF
THE OFFER" IN THE OFFER TO PURCHASE.
------------------------
Any Shareholder desiring to tender all or any portion of the Shareholder's
Shares should either (i) complete and sign one of the Letters of Transmittal (or
a facsimile thereof) which accompany the Offer To Purchase or this Supplement
(or a facsimile thereof) in accordance with the instructions in the Letters of
Transmittal, have such Shareholder's signature thereon guaranteed if required by
instructions to the Letters of Transmittal, mail or deliver one of the Letters
of Transmittal (or such facsimile thereof) and any other required documents to
the Depositary and either deliver the certificates for such Shares to the
Depositary along with one of the Letters of Transmittal (or a facsimile thereof)
or deliver such Shares pursuant to the procedure for book-entry transfer set
forth in the Offer To Purchase under the caption "The Offer -- Procedures for
Tendering Shares" prior to the expiration of the Offer or (ii) request such
Shareholder's broker, dealer, commercial bank, trust company or other nominee to
effect the transaction for such Shareholder. Any Shareholder who desires to
tender Shares and whose certificates for such Shares are not immediately
available, or who cannot comply with the procedures for book-entry transfer
described in the Offer To Purchase on a timely basis, may tender such Shares by
following the procedures for guaranteed delivery set forth in the Offer To
Purchase under the caption "The Offer -- Procedures for Tendering Shares."
------------------------
Questions and requests for assistance or for additional copies of the Offer
To Purchase, this Supplement, the Letters of Transmittal and the Notices of
Guaranteed Delivery or other tender offer materials may be directed to the
Information Agent at its address and telephone number set forth on the back
cover of this Supplement.
------------------------
THE DEALER MANAGER FOR THE OFFER IS:
J.P. MORGAN & CO.
---------------
June 2, 1997
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Introduction............................................................................................... 1
Amended Terms of the Offer................................................................................. 2
Procedure for Tendering Shares............................................................................. 3
Price Range of the Shares; Dividends on the Shares......................................................... 3
Background of the Combination.............................................................................. 3
Company Projections........................................................................................ 4
Pro Forma Financial Data................................................................................... 5
Antitrust.................................................................................................. 11
Miscellaneous.............................................................................................. 11
</TABLE>
<PAGE>
To the Holders of Common Stock of
Dynamics Corporation of America:
INTRODUCTION
The following information amends and supplements the Offer To Purchase,
dated May 16, 1997 (the "Offer To Purchase"), of CTS First Acquisition Corp.
("Purchaser"), a New York corporation and a wholly owned subsidiary of CTS
Corporation, an Indiana corporation ("CTS"). Pursuant to this Supplement,
Purchaser has increased the price at which it is offering to purchase up to
49.9% of the issued and outstanding shares of Common Stock (the "Shares") of
Dynamics Corporation of America, a New York corporation (the "Company"),
together with the associated purchase rights issued pursuant to the Company
Rights Agreement (the "Rights"), from $55.00 per Share (the "$55.00 Cash Price")
to $56.25 per Share, net to the seller in cash, without interest thereon (the
"$56.25 Cash Price"), upon the terms and subject to the conditions set forth in
the Offer To Purchase, as amended and supplemented by this Supplement, and in
the related Letters of Transmittal (which, together with the Offer To Purchase
and this Supplement, collectively constitute the "Offer"). Capitalized terms
used and not defined herein have the meanings assigned to them in the Offer To
Purchase.
The Offer is being made to all holders of Shares ("Shareholders") pursuant
to an Agreement and Plan of Merger, dated as of May 9, 1997 (the "Merger
Agreement"), among CTS, Purchaser and the Company. The Merger Agreement
provides, among other things, for the commencement of the Offer by Purchaser and
further provides that, after the purchase of Shares pursuant to the Offer,
subject to the satisfaction or waiver of certain conditions, the Company will be
merged with and into Purchaser (the "Merger" and, together with the Offer, the
"Combination"), with Purchaser surviving the Merger (the "Surviving
Corporation") as a wholly owned subsidiary of CTS. In the Merger, subject to
certain exceptions, each Share issued and outstanding immediately prior to the
effective time of the Merger (the "Effective Time") will be converted at the
Effective Time into the right to receive 0.88 (the "Exchange Ratio") fully paid
and nonassessable shares of Common Stock of CTS (the "CTS Shares") (the "Merger
Consideration"). In connection with the Merger, CTS declared a stock split in
the form of a 1:1 stock dividend (the "Stock Split") to be effective immediately
following the Effective Time. If the Stock Split is so effective, the Exchange
Ratio in the Merger will be 1.76 CTS Shares for each Share.
The consummation of the Merger continues to be subject to the satisfaction
or waiver of a number of conditions, including (i) the adoption of the Merger
Agreement by the requisite vote or consent of the Shareholders and (ii) the
approval of the issuance of CTS Shares in the Merger and certain amendments to
CTS' Articles of Incorporation (the "CTS Charter Amendments"), including an
increase in CTS' authorized capitalization necessary to effect the Merger, by
shareholders of CTS (the "CTS Shareholders"). Under the New York Business
Corporation Law (the "NYBCL"), the Shareholder vote necessary to adopt the
Merger Agreement is the affirmative vote of at least two-thirds of the Shares,
including Shares held by Purchaser and its affiliates. The vote required to
approve the issuance of CTS Shares in the Merger and the CTS Charter Amendments
is the affirmative vote of a majority of the votes cast by holders of record of
the outstanding CTS Shares present in person or represented by proxy and
entitled to vote at the CTS Shareholders meeting provided that a majority of the
CTS Shares outstanding and entitled to vote are voted on such proposal.
Except as otherwise set forth in this Supplement or in the revised (blue)
Letter of Transmittal, the terms and conditions previously set forth in the
Offer To Purchase remain applicable in all respects to the Offer, and this
Supplement should be read in conjunction with the Offer To Purchase and the
revised (blue) Letter of Transmittal. SUBJECT TO THE TERMS AND CONDITIONS OF THE
OFFER (INCLUDING PRORATION AS DESCRIBED IN "THE OFFER -- TERMS OF THE OFFER;
PRORATION; EXPIRATION DATE" IN THE OFFER TO PURCHASE), THE $56.25 CASH PRICE
WILL BE PAID TO ALL SHAREHOLDERS WHOSE SHARES ARE VALIDLY TENDERED AND NOT
WITHDRAWN PRIOR TO THE EXPIRATION DATE, WHETHER OR NOT THOSE SHARES WERE
TENDERED BEFORE THE INCREASE IN THE OFFER PRICE EFFECTED BY THIS SUPPLEMENT.
ACCORDINGLY, SHAREHOLDERS WHO DESIRE TO RECEIVE THE $56.25 CASH PRICE WHO HAD
PREVIOUSLY VALIDLY
1
<PAGE>
TENDERED THEIR SHARES PURSUANT TO THE OFFER NEED NOT EXECUTE A NEW (BLUE) LETTER
OF TRANSMITTAL OR TAKE ANY OTHER ACTION, EXCEPT SUCH ACTION AS MAY BE REQUIRED
BY THE PROCEDURE FOR GUARANTEED DELIVERY IF SUCH PROCEDURE WAS UTILIZED.
Purchaser has been advised by the Depositary that, as of the close of
business on May 30, 1997, approximately 3,000 Shares (representing approximately
less than 0.1% of the outstanding Shares) have been validly tendered pursuant to
the Offer.
The Company beneficially owns 2,303,100 CTS Shares (the "Company-Owned CTS
Shares"), which represent 44.1% of the issued and outstanding CTS Shares and
30.5% of the CTS Shares having voting rights. Two officers of the Company are
members of CTS' five-member Board of Directors (the "CTS Board"). The members of
the CTS Board who are not employees of the Company (the "Unaffiliated CTS
Directors") have approved the Offer (as amended) following a determination by
the Unaffiliated CTS Directors that such transactions were fair to and in the
best interests of CTS and its shareholders (other than the Company). In making
such determination, the Unaffiliated CTS Directors considered various factors,
including those described in the Offer To Purchase under the caption "Special
Considerations Relating to the Combination -- Fairness of the Offer."
THE OFFER TO PURCHASE, THIS SUPPLEMENT, THE LETTERS OF TRANSMITTAL AND THE
SCHEDULE 14D-9 PREVIOUSLY FURNISHED TO SHAREHOLDERS CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER.
AMENDED TERMS OF THE OFFER
The price per Share to be paid pursuant to the Offer has been increased from
$55.00 per Share to $56.25 per Share, net to the seller in cash without interest
thereon. All Shareholders whose Shares are validly tendered and not withdrawn
and accepted for payment pursuant to the Offer (including Shares tendered prior
to the date of this Supplement) will receive the $56.25 Cash Price in respect of
each Share so tendered and accepted. All references to the Offer and the Offer
Price in this Supplement, the Offer To Purchase and any Letter of Transmittal
are deemed to refer to the Offer as amended hereby and the $56.25 Cash Price,
respectively.
The Offer continues to be conditioned upon, among other things, (i) the
satisfaction of the Minimum Share Condition, (ii) any applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act"), having expired or been terminated prior to the expiration of the
Offer, (iii) the receipt of a legal opinion as to certain tax consequences of
the Merger, (iv) the absence of certain litigation, orders or other legal
matters, (v) the representations and warranties of the Company in the Merger
Agreement being materially true and correct as of the Expiration Date and the
covenants of the Company in the Merger Agreement having been materially
performed or complied with, (vi) the absence of any material adverse change, or
any development that is reasonably likely to result in a material adverse
change, in the business, financial condition or results or operations of the
Company and its subsidiaries, taken as a whole, (vii) the Merger Agreement not
having been terminated in accordance with its terms, (viii) no person having
acquired beneficial ownership of Shares in excess of certain specified
percentages, and (ix) certain other conditions set forth in the Offer To
Purchase under the caption "The Offer -- Conditions of the Offer."
This Supplement, the revised (blue) Letter of Transmittal and other relevant
materials will be mailed to record holders of Shares and will be furnished to
brokers, dealers, commercial banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the Company's shareholder list
or, if applicable, who are listed as participants in a clearing agency's
security position listing for subsequent transmittal to beneficial owners of
Shares.
2
<PAGE>
PROCEDURE FOR TENDERING SHARES
Procedures for tendering Shares are set forth in "The Offer -- Procedures
for Tendering Shares" of the Offer To Purchase.
Tendering Shareholders may continue to use the original (green) Letter of
Transmittal and the original (grey) Notice of Guaranteed Delivery previously
circulated with the Offer To Purchase or use the revised (blue) Letter of
Transmittal and the revised (yellow) Notice of Guaranteed Delivery circulated
with this Supplement. Shareholders using the original (green) Letter of
Transmittal to tender their Shares will nevertheless receive the $56.25 Cash
Price per Share for each Share validly tendered and not properly withdrawn and
accepted for payment pursuant to the Offer, subject to the conditions of the
Offer.
Shareholders who have previously validly tendered and not properly withdrawn
their Shares pursuant to the Offer are not required to take any further action
to receive, subject to the terms and conditions of the Offer, the $56.25 Cash
Price, if the Shares are accepted for payment and paid for by the Purchaser
pursuant to the Offer (except such action as may be required by the procedure
for guaranteed delivery if such procedure was utilized).
PRICE RANGE OF THE SHARES; DIVIDENDS ON THE SHARES
The discussions set forth in "Special Considerations Relating to the
Combination -- Price Range of Shares and CTS Shares; Dividends" of the Offer To
Purchase are hereby supplemented by the following information.
As reported on the NYSE Composite Tape: the high and low sales prices per
share for the period from April 1, 1997 to May 30, 1997 were $57 7/8 and $39,
respectively, for the Shares and, for the period from March 31, 1997 to May 30,
1997, $69 1/8 and $50, respectively, for the CTS Shares; on May 30, 1997, the
last full trading day prior to the mailing of this Supplement, the last reported
sale price per share was $57 3/4 for the Shares and $69 for the CTS Shares.
SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES AND
THE CTS SHARES.
BACKGROUND OF THE COMBINATION
The information set forth in "Background of the Combination" in the Offer To
Purchase is hereby supplemented by the following information.
On May 27, 1997, WHX increased its tender offer price in the Third WHX
Tender Offer to $56.00 per Share, net to the seller in cash, and extended the
expiration date thereof to June 13, 1997 (as so amended, the "Fourth WHX Tender
Offer"). On May 28, 1997, CTS and Purchaser delivered to the Company a letter
stating that CTS and Purchaser believed that the current terms of the Merger
Agreement, including the Offer at the $55.00 Cash Price, were clearly superior
to the Fourth WHX Tender Offer and requesting that, pursuant to the terms of the
Merger Agreement, the Company Board reconfirm its approval and recommendation of
the Offer, the Merger and the Merger Agreement within five business days.
On May 29, 1997, WHX filed a counter-claim against the Company in the United
States District Court, District of Connecticut, seeking a preliminary injunction
(i) barring the Company from relying on its rights plan to impede WHX from
purchasing Shares from Shareholders in the Fourth WHX Tender Offer and (ii)
directing the Company to take appropriate steps to eliminate the impediments to
such offer under Section 912(b) of the NYBCL.
On June 2, 1997, respresentatives of CTS and the Company met. In that
meeting, representatives of CTS reiterated their belief that prior to the
amendment effected hereby, the terms of the Offer, and the Merger were superior
to the terms of the Fourth WHX Tender Offer in that, among other things, the
blended price to be paid Shareholders pursuant to the Offer and the Merger,
based on the closing sales price for CTS Shares on May 30, 1996 and assuming the
purchase by Purchaser of 49.9% of the
3
<PAGE>
outstanding Shares pursuant to the Offer, was $57.87, compared to $56.00 per
Share offered in the Fourth WHX Tender Offer. However, in seeking to assure the
success of the Offer, representatives of CTS informed representatives of the
Company that CTS was willing either (i) to increase the Offer price to the
$56.25 Cash Price and retain the Exchange Ratio in the Merger at 0.88 CTS Shares
for each Share not purchased pursuant to the Offer (such proposal, the
"$56.25/0.88 CTS Proposal") or (ii) increase the Offer price to $60.00 per
Share, in cash, decrease the Exchange Ratio in the Merger to 0.82 CTS Shares for
each Share not purchased pursuant to the Offer and effect certain changes in the
Merger Agreement, including (a) eliminating the Minimum Share Condition but
amending the Merger Agreement to provide that, unless Purchaser purchased 49.9%
of the Shares pursuant to the Offer for cash, the Merger consideration would
include (in Purchaser's discretion) up to such amount of cash as Purchaser would
have paid had 49.9% of the Shares been validly tendered and not withdrawn, (b)
permitting CTS to adopt a shareholder rights plan under which the rights could
become exercisable at any time (rather than, as presently provided in the Merger
Agreement, only after termination of the Merger Agreement), but would not become
so exercisable prior to the termination of the Merger Agreement based on changes
in ownership of the Shares, and (c) providing for the parties to cooperate to
postpone or adjourn CTS' 1997 annual meeting of shareholders to July 31, 1997
(such proposal, the "$60.00/0.82 CTS Proposal").
The Company Board met on June 2, 1997 and took no action with respect to
either the $56.25/0.88 CTS Proposal or the $60.00/0.82 CTS Proposal. CTS
regarded the Company Board's failure to take action as a rejection of the
$60.00/0.82 CTS Proposal. Accordingly, CTS informed the Company that it had
withdrawn the $60.00/0.82 CTS Proposal and publicly announced the $56.25 Cash
Price on June 2, 1997.
COMPANY PROJECTIONS
The information with respect to the Company's Projection under the caption
"Certain Information Concerning the Company -- Certain Projections" in the Offer
To Purchase is amended to read in its entirety as set forth below.
Representative of the Company furnished to representative of CTS certain
business and financial information that was not publicly available, including
certain financial projections of the Company's businesses for the years 1997
through 1999 (the "Company Projections"). The Company Projections were prepared
solely for the Company's internal purposes. None of the projected financial
information included therein was prepared for publication or with a view to
complying with the published guidelines of the Commission regarding projections
or with the AICPA Guide for Prospective Financial Statements, and such
information is set forth herein solely because the Company Projections were
furnished to CTS in connection with the Offer and ther Merger. The Company's
independent auditors, Ernst & Young LLP, have neither examined nor compiled the
prospective financial information set forth below and, accordingly, do not
express an opinion or any other form of assurance with respect thereto. The
reports of Ernst & Young LLP incorporated by reference in the Offer To Purchase
relate to the historical financial information of the Company, do not extend to
the projected financial information and should not be read to do so.
THE PROJECTED FINANCIAL INFORMATION SET FORTH BELOW NECESSARILY REFLECTS
NUMEROUS ASSUMPTIONS WITH RESPECT TO GENERAL BUSINESS AND ECONOMIC CONDITIONS
AND OTHER MATTERS, MANY OF WHICH ARE INHERENTLY UNCERTAIN OR BEYOND THE
COMPANY'S OR CTS' CONTROL, AND DOES NOT TAKE INTO ACCOUNT ANY CHANGES IN THE
COMPANY'S OPERATIONS OR CAPITAL STRUCTURE WHICH MAY RESULT FROM THE OFFER AND
THE MERGER. IT IS NOT POSSIBLE TO PREDICT WHETHER THE ASSUMPTIONS MADE IN
PREPARING SUCH PROJECTED FINANCIAL INFORMATION WILL BE VALID AND ACTUAL RESULTS
MAY PROVE TO BE MATERIALLY HIGHER OR LOWER THAN THOSE CONTAINED IN THE
PROJECTIONS SET FORTH BELOW. NO SPECIFIC ASSUMPTIONS RELATING TO SUCH
PROJECTIONS WERE FURNISHED BY THE COMPANY OR CTS, ALTHOUGH CERTAIN INFORMATION
GENERALLY PERTINENT THERETO WAS FURNISHED BY THE COMPANY TO CTS IN ITS DUE
DILIGENCE REVIEW. THE INCLUSION OF THIS INFORMATION SHOULD NOT BE REGARDED AS AN
INDICATION THAT THE COMPANY, CTS OR ANYONE ELSE WHO RECEIVED THIS INFORMATION
CONSIDERED IT A RELIABLE PREDICTOR OF FUTURE EVENTS, AND THIS INFORMATION SHOULD
NOT BE RELIED ON AS SUCH. NONE OF CTS, PURCHASER, THE COMPANY OR ANY OF THEIR
RESPECTIVE REPRESENTATIVES ASSUMES ANY
4
<PAGE>
RESPONSIBILITY FOR THE VALIDITY, REASONABLENESS, ACCURACY OR COMPLETENESS OF THE
FOLLOWING PROJECTED FINANCIAL INFORMATION, AND THE COMPANY HAS MADE NO
REPRESENTATIONS TO CTS REGARDING SUCH INFORMATION.
Set forth below are the Company Projections presented on a consolidated
basis:
<TABLE>
<CAPTION>
ESTIMATES FOR THE
YEAR ENDING DECEMBER 31,
(AMOUNTS IN MILLIONS)
-------------------------------
1997 1998 1999
--------- --------- ---------
<S> <C> <C> <C>
Net sales............................................................................ $ 156.7 $ 171.7 $ 175.9
Cost of goods sold................................................................... 122.6 131.9 129.7
Earnings before interest, taxes and equity earnings from CTS......................... 8.7 12.3 17.0
Net earnings before equity earnings from CTS......................................... 5.5 7.8 10.7
</TABLE>
Set forth below are the Company Projections for the year ending December 31,
1997 and 1998, as consolidated and modified by CTS and its representatives and
as were presented in the Offer To Purchase previously mailed to Shareholders:
<TABLE>
<CAPTION>
ESTIMATES FOR THE
YEAR ENDING DECEMBER
31,
--------------------
1997 1998
--------- ---------
<S> <C> <C> <C>
Net sales............................................................................ $ 148.6 $ 170.9
Cost of goods sold................................................................... 115.4 132.7
Earnings before interest, taxes and equity earnings from CTS......................... 6.0 6.9
Net earnings before equity earnings from CTS......................................... 4.3 5.0
</TABLE>
PRO FORMA FINANCIAL DATA
The information set forth under the caption "Pro Forma Financial Data" in
the Offer To Purchase is amended to read in its entirety as set forth below.
The following Unaudited Condensed Consolidated Pro Forma Statements of
Operations of CTS for the three months ended March 30, 1997 and the year ended
December 31, 1996 present unaudited pro forma operating results for CTS as if
the Combination, including the reacquisition of Company-Owned CTS Shares
effected thereby, had occurred as of the beginning of each such period. The
following Unaudited Condensed Consolidated Pro Forma Balance Sheet of CTS
presents the unaudited pro forma financial condition of CTS as if the
Combination had occurred as of March 30, 1997.
For purposes of the following pro forma financial data, the total purchase
price paid by CTS in the Combination is estimated to be $226.6 million,
consisting of the sum of (i) $107.7 million in cash for the purchase of
1,915,500 Shares pursuant to the Offer, (ii) $110.0 million in CTS Shares
(1,923,242 Shares, multiplied by the Exchange Ratio, with the product thereof
multiplied by $64.99, the average closing sales price for CTS Shares during the
period, which includes the announcement of the Fourth WHX Tender Offer, from the
announcement of the Offer and the Merger on May 12, 1997 to May 30, 1997, the
last trading day prior to the date of this Supplement) and (iii) $8.9 million of
transaction costs. Such purchase price has been allocated in the following pro
forma financial data to the estimated fair value of the net tangible operating
assets and inventory of the Company ("Net Company Operating Assets") and the
Company-Owned CTS Shares as follows: (i) Net Company Operating Assets: $33.9
million and (ii) Company-Owned CTS Shares: $192.7 million. See Note (1) below.
Following the Effective Time, CTS will be required to allocate finally the
purchase price to the fair value of the Company's assets and liabilities; such
allocation will vary from the allocations in the following pro forma financial
data based on various factors, including appraisals of the operating assets and
liabilities
5
<PAGE>
of the Company and the identification and valuations of intangible assets (which
CTS presently believes are not material). In addition, following the Effective
Time, CTS will finally determine the purchase price for purposes of accounting
for the Combination. The purchase price as finally determined will vary from the
amounts assumed in the following pro forma financial data based on the actual
transaction costs. In addition, in the event that the actual value of
Company-Owned CTS Shares reacquired as a result of the Merger, which will be
determined primarily by reference to the post-Combination value of the CTS
Shares, is materially lower than the $83.68 per Company-Owned CTS Share value
assumed in the following pro forma financial data, CTS may be required to charge
the difference to net earnings currently to reflect the amount of such
difference, net of changes in the other components of the purchase price
allocation described above. CTS estimates that, assuming no other change in such
components, the amount of any such charge will equal $2.3 million for each $1 of
difference between the $83.68 per Company-Owned CTS Share assumed in the
following pro forma financial data and the actual post-Merger value for CTS
Shares. Any such charge will, however, be a non-cash item which CTS does not
believe will have any material adverse effect on its prospective financial
position or results of operations.
CTS has received a financing commitment for Credit Facilities providing for
up to $125.0 million of borrowings to fund the purchase of the Shares pursuant
to the Offer and the payment of transaction costs and expenses, and for general
corporate purposes, and has received a commitment to increase the amount of such
facility to $240.0 million. See "Miscellaneous -- Source and Amount of Funds" in
the Offer To Purchase. While CTS expects annual after-tax cost savings of not
less than $2.0 million resulting from the Combination, such estimated savings
have not been reflected in the pro forma financial data because their
realization is not assured.
The following pro forma financial data is presented for informational
purposes only and is not necessarily indicative of CTS' operating results or
financial position that would have occurred had the Combination and other
transactions described herein been consummated at the dates indicated, nor is it
necessarily indicative of the future operating results or financial position of
CTS following the Combination. The unaudited pro forma condensed consolidated
financial data should be read in conjunction with the consolidated financial
statements of each of CTS and the Company and the related notes thereto
contained in the CTS 10-K, the CTS 10-Q, the Company 10-K and the Company 10-Q,
all of which are incorporated herein by reference.
6
<PAGE>
CTS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET
MARCH 30, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
----------------------
CTS THE COMPANY DEBITS CREDITS PRO FORMA
---------- ------------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Assets
Total Current Assets..................... $ 150,619 $ 53,386 $ 2,000(1) $ 25,000(1) $ 181,005
Property, plant & equipment--net........... 56,919 6,126 63,045
Goodwill................................... 3,861 -- 3,861
Prepaid pension expense.................... 51,826 -- 51,826
Equity investment in CTS................... -- 86,478 86,478(1) --
Other assets............................... 757 2,236 2,993
---------- ------------- ---------- ---------- -----------
Total Assets............................. $ 263,982 $ 148,226 $ 2,000 $ 111,478 $ 302,730
---------- ------------- ---------- ---------- -----------
---------- ------------- ---------- ---------- -----------
Liabilities and Shareholders' Equity
Current Liabilities
Current maturities of long-term
obligations............................ $ 2,416 $ 49 $ 750(1) $ 3,215
Accounts payable......................... 22,965 7,380 30,345
Accrued liabilities...................... 35,793 17,859 8,869(1) 62,521
---------- ------------- ---------- -----------
Total Current Liabilities................ 61,174 25,288 9,619 96,081
Long-term obligations...................... 11,210 2,862 81,997(1) 96,069
Deferred income taxes...................... 16,146 394 16,540
Other liabilities.......................... 4,315 1,314 5,629
---------- ------------- ---------- ---------- -----------
Total Liabilities........................ 92,845 29,858 91,616 214,319
Shareholders' Equity
Common stock............................. 33,401 382 $ 382(1) 109,993(1) 143,394
Additional paid-in capital............... -- 11,777 11,777(1) --
Retained earnings........................ 150,125 106,740 106,740(1) 150,125
Other.................................... 349 (531) 531(1) 349
---------- ------------- ---------- ---------- -----------
183,875 118,368 118,899 110,524 293,868
Less cost of common stock held in
treasury........................... 12,738 -- 192,719(1) 205,457
---------- ------------- ---------- ---------- -----------
Total shareholders' equity............... 171,137 118,368 311,618 110,524 88,411
---------- ------------- ---------- ---------- -----------
Total Liabilities and Shareholders'
Equity................................. $ 263,982 $ 148,226 $ 311,618 $ 202,140 $ 302,730
---------- ------------- ---------- ---------- -----------
---------- ------------- ---------- ---------- -----------
</TABLE>
See accompanying Notes to Pro Forma Financial Data.
7
<PAGE>
CTS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 30, 1997
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
----------------------
<S> <C> <C> <C> <C> <C>
CTS THE COMPANY DEBITS CREDITS PRO FORMA
--------- ------------- --------- ----------- -----------
Net sales......................................... $ 91,269 $ 30,402 $ 121,671
Cost of goods sold................................ 65,978 21,967 87,945
Selling, general and administrative expenses...... 11,824 6,192 18,016
Research and development expenses................. 2,974 244 3,218
--------- ------------- --------- ----- -----------
Operating income.............................. 10,493 1,999 12,492
Other income (expense)--net....................... 545 (140) $ 1,550(2) (1,458)
313(3)
--------- ------------- --------- ----- -----------
Earnings before income tax.................... 11,038 1,859 1,863 11,034
Income taxes...................................... 4,084 688 $ 746(4) 4,026
Income from equity investment in CTS (net of
income tax charge).............................. -- 2,637 2,637(5) --
--------- ------------- --------- ----- -----------
Net earnings.................................. $ 6,954 $ 3,808 $ 4,500 $ 746 $ 7,008
--------- ------------- --------- ----- -----------
--------- ------------- --------- ----- -----------
Net earnings per share........................ $ 1.32 $ 1.00 $ 1.50
--------- ------------- -----------
--------- ------------- -----------
Average common and common equivalent shares
outstanding (thousands)..................... 5,267 3,820 4,657
--------- ------------- -----------
--------- ------------- -----------
Net earnings per share assuming the Stock
Split....................................... $ 0.75
-----------
-----------
</TABLE>
See accompanying Notes to Pro Forma Data.
8
<PAGE>
CTS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
--------------------
<S> <C> <C> <C> <C> <C>
CTS THE COMPANY DEBITS CREDITS PRO FORMA
---------- ------------- --------- --------- -----------
Net sales........................................ $ 321,297 $ 129,206 $ 450,503
Cost of goods sold............................... 233,801 102,810 336,611
Selling, general and administrative expenses..... 43,333 24,729 68,062
Research and development expenses................ 10,743 1,435 12,178
---------- ------------- --------- --------- -----------
Operating income............................. 33,420 232 33,652
Other income (expense)--net...................... 182 314 $ 6,200(2) (6,954)
1,250(3)
---------- ------------- --------- --------- -----------
Earnings before income tax..................... 33,602 546 7,450 26,698
Income taxes..................................... 12,432 219 $ 2,984(4) 9,667
Income from equity investment in CTS (net of
income tax benefit)............................ -- 10,280 10,280(5) --
---------- ------------- --------- --------- -----------
Net earnings................................. $ 21,170 $ 10,607 $ 17,730 $ 2,984 $ 17,031
---------- ------------- --------- --------- -----------
---------- ------------- --------- --------- -----------
Net earnings per share....................... $ 4.03 $ 2.78 $ 3.66
---------- ------------- -----------
---------- ------------- -----------
Average common and common equivalent shares
outstanding (thousands).................... 5,259 3,820 4,648
---------- ------------- -----------
---------- ------------- -----------
Net earnings per share assuming the Stock
Split...................................... $ 1.83
-----------
-----------
</TABLE>
See accompanying Notes to Pro Forma Financial Data.
9
<PAGE>
NOTES TO PRO FORMA FINANCIAL DATA
(IN THOUSANDS)
(1) Adjustments record the effects of the Combination and reacquisition of
Company-Owned CTS Shares and the elimination of the historical shareholders
equity of the Company and its 44.1% equity investment in CTS.
<TABLE>
<S> <C> <C>
- Acquisition cost of all the outstanding Shares:
Cash on hand................................................. $ 25,000
Borrowings under Credit Facilities........................... 82,747
CTS Shares issued (1,692,453 CTS Shares x $64.99
per CTS Share)............................................... 109,993
---------
$ 217,740
---------
- Transaction costs............................................ $ 8,869
---------
Total pro forma purchase price............................... $ 226,609
---------
---------
- Allocated to:
Inventory.................................................... $ 2,000
Net Company Operating Assets................................. 31,890
Company-Owned CTS Shares..................................... 192,719
---------
$ 226,609
---------
---------
</TABLE>
(2) Adjustment records the additional interest expense associated with the
$82,747 of borrowings assumed to be incurred in connection with the
Combination at an assumed 7.5% effective annual interest rate. See
"Miscellaneous -- Source and Amount of Funds" in the Offer To Purchase.
(3) Adjustment records the assumed reduction in interest income earned (at a 5%
per annum rate) on the $25,000 of CTS cash used to finance a portion of the
purchase of Shares in the Offer.
(4) Adjustment records the tax effect of aggregating the asssumed rate of 40% to
the adjustments described in Notes (2) and (3).
(5) Adjustment records the elimination of the Company's equity earnings from its
44.1% equity ownership in CTS.
10
<PAGE>
ANTITRUST
CTS and the Company filed with the FTC and the Antitrust Division a
Premerger Notification and Report Form in connection with the Merger on May 22,
1997. Accordingly, it is expected that the waiting period under the HSR Act
applicable to the Merger will expire at 11:59 p.m., New York City time, on June
21, 1997, unless, prior to the expiration or termination of the waiting period,
the FTC or the Antitrust Division extends the waiting period by requesting
additional information or documentary material from the Company or CTS.
MISCELLANEOUS
Purchaser is not aware of any jurisdiction where the making of the Offer is
prohibited by any administrative or judicial action pursuant to any valid
statute. If Purchaser becomes aware of any valid state statute prohibiting the
making of the Offer or the acceptance of the Shares pursuant thereto, Purchaser
will make a good faith effort to comply with such state statute. If, after such
good faith effort, Purchaser cannot comply with any such state statute, the
Offer will not be made to (nor will tenders be accepted from or on behalf of)
the holders of Shares in such state. In any jurisdiction where the securities,
blue sky or other laws require the Offer to be made by a licensed broker or
dealer, the Offer will be deemed to be made on behalf of Purchaser by the Dealer
Manager or one or more registered brokers or dealers which are licensed under
the laws of such jurisdiction.
Purchaser has filed with the Commission amendments to the Schedule 14D-1
pursuant to Rule 14d-3 under the Exchange Act, and may file further amendments
thereto. The Company has filed a Schedule 14D-9, as amended, in connection with
the Offer. These documents, including exhibits, may be examined and copies may
be obtained from the principal offices of the Commission in the manner set forth
in "Certain Information Concerning Purchaser and CTS -- Selected Financial
Information" and "Certain Information Concerning the Company -- Selected
Financial Information" in the Offer To Purchase (except that they will not be
available at the regional officers of the Commission).
No person has been authorized to give any information or to make any
representation on behalf of Purchaser not contained in the Offer To Purchase,
the Supplement or in the revised Letter of Transmittal and, if given or made,
the information or representation must not be relied upon as having been
authorized.
CTS FIRST ACQUISITION CORP.
June 2, 1997
11
<PAGE>
Manually executed facsimile copies of any of the Letters of Transmittal,
properly completed and duly signed, will be accepted. The Letters of
Transmittal, certificates for the Shares and any other required documents should
be sent by each Shareholder or his or her broker, dealer, commercial bank, trust
company or other nominee to the Depositary at one of its addresses set forth
below:
THE DEPOSITARY FOR THE OFFER IS:
THE FIRST NATIONAL BANK OF BOSTON
<TABLE>
<S> <C> <C>
BY HAND: BY OVERNIGHT COURIER: BY MAIL:
Securities Transfer and Bank of Boston Bank of Boston
Reporting Services, Inc. Corporate Agency and Corporate Agency and
One Exchange Plaza Reorganization Reorganization
55 Broadway, 3rd Floor Mail Stop 45-02-53 Mail Stop 45-02-53
New York, New York 10006 150 Royall Street P.O. Box 1889
Canton, Massachusetts 02021 Boston, Massachusetts
02105-1889
BY FACSIMILE TRANSMISSION:
(for Eligible Institutions
Only)
(617) 575-2233
CONFIRM FACSIMILE BY
TELEPHONE:
(617) 575-3120
</TABLE>
Any questions or requests for assistance or additional copies of the Offer
To Purchase, this Supplement, the Letters of Transmittal and the Notices of
Guaranteed Delivery may be directed to the Information Agent or the Dealer
Manager at their respective telephone numbers and locations listed below. You
may also contact your broker, dealer, commercial bank or trust company or other
nominee for assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
[LOGO]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
Call Toll Free (800) 322-2885
THE DEALER MANAGER FOR THE OFFER IS:
J.P. MORGAN & CO.
60 Wall Street
Mail Stop 2860
New York, New York 10260
(212) 648-3251 (call collect)
or
Call Toll Free (800) 600-3799
<PAGE>
Exhibit 99(a)(9)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
DYNAMICS CORPORATION OF AMERICA
PURSUANT TO THE OFFER TO PURCHASE, DATED MAY 16, 1997, AS SUPPLEMENTED ON JUNE
2, 1997,
BY
CTS FIRST ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY
OF
CTS CORPORATION
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 13, 1997, UNLESS THE OFFER IS
EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
THE FIRST NATIONAL BANK OF BOSTON
<TABLE>
<S> <C> <C>
BY HAND: BY OVERNIGHT COURIER: BY MAIL:
Securities Transfer and Reporting Bank of Boston Bank of Boston
Services, Inc. Corporate Agency and Corporate Agency and
One Exchange Plaza Reorganization Reorganization
55 Broadway, 3rd Floor Mail Stop 45-02-53 Mail Stop 45-02-53
New York, New York 10006 150 Royall Street P.O. Box 1889
Canton, Massachusetts 02021 Boston, Massachusetts
02015-1889
</TABLE>
BY FACSIMILE TRANSMISSION:
(for Eligible Institutions Only)
(617) 573-2233
CONFIRM FACSIMILE BY TELEPHONE (CALL COLLECT)
(617) 575-3120
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER
OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9
PROVIDED BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This (blue) Letter of Transmittal ("Letter of Transmittal"), or the (green)
Letter or Transmittal sent with the original Offer To Purchase (as defined
below), is to be completed by shareholders of Dynamics Corporation of America
("Shareholders") either if certificates ("Share Certificates") evidencing Shares
(as defined below) and/or certificates ("Rights Certificates") evidencing Rights
(as defined below) are to be forwarded herewith, or if delivery of Shares and/or
Rights is to be made by book-entry transfer to the Depositary's account at the
Depository Trust Company or The Philadelphia Depository Trust Company (each a
"Book-Entry Transfer Facility") pursuant to the book-entry transfer procedure
described in "The Offer--Procedures For Tendering Shares" of the Offer To
Purchase. Delivery of documents to a Book-Entry Transfer Facility in accordance
with such Book-Entry Transfer Facility's procedures does not constitute delivery
to the Depositary.
If the Rights separate from the Shares and are evidenced by Rights
Certificates (the "Rights Separation"), Shareholders will be required to tender
one Right for each Share tendered in order to effect a valid tender of Shares.
Unless the Rights Separation occurs, a tender of Shares will also constitute a
tender of the associated Rights.
1
<PAGE>
/ / CHECK HERE IF TENDERED SHARES AND/OR RIGHTS ARE BEING DELIVERED BY BOOK-
ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY
TRANSFER FACILITIES AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _________________________________________
CHECK BOX OF APPLICABLE BOOK-ENTRY TRANSFER FACILITY:
/ / The Depository Trust Company / / Philadelphia Depository Trust
Company
Account Number: ________________________________________________________
Transaction Code Number: _______________________________________________
Shareholders whose Share Certificates are not immediately available or who
cannot deliver either their Certificates for, or a Book-Entry Confirmation (as
defined in the Offer To Purchase) with respect to their Shares and all other
required documents to the Depositary prior to the Expiration Date (as defined in
the Offer To Purchase) may tender their Shares according to the guaranteed
delivery procedure set forth in the Offer To Purchase. See Instruction 2 hereof.
/ / CHECK HERE IF TENDERED SHARES AND/OR RIGHTS ARE BEING TENDERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): _______________________________________
Window Ticket Number (if any): _________________________________________
Date of Execution of Notice of Guaranteed Delivery: ____________________
Name of Institution which Guaranteed Delivery: _________________________
IF DELIVERED BY BOOK-ENTRY TRANSFER, CHECK BOX OF BOOK-ENTRY TRANSFER
FACILITY:
/ / The Depository Trust Company / / Philadelphia Depository Trust
Company
Account Number: ________________________________________________________
Transaction Code Number: _______________________________________________
2
<PAGE>
<TABLE>
<S> <C> <C> <C>
DESCRIPTION OF SHARES TENDERED
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARE CERTIFICATE(S) TENDERED (ATTACH
(PLEASE FILL IN, IF BLANK) ADDITIONAL LIST IF NECESSARY)
TOTAL NUMBER
OF
SHARES
REPRESENTED NUMBER OF
CERTIFICATE BY SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
TOTAL SHARES:
</TABLE>
* Need not be completed by Shareholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares being
delivered to the Depositary are being tendered. See Instruction 4.
<TABLE>
<S> <C> <C> <C>
DESCRIPTION OF RIGHTS TENDERED
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) RIGHTS CERTIFICATE(S) TENDERED*
(Please fill in, if blank) (Attach additional list if necessary)
TOTAL NUMBER
OF
RIGHTS
REPRESENTED NUMBER OF
CERTIFICATE BY RIGHTS
NUMBER(S)** CERTIFICATE(S)** TENDERED***
TOTAL RIGHTS:
</TABLE>
* Need not be completed if the Rights Separation has not occurred.
** Need not be completed if tender of Rights is made by book-entry
transfer.
*** Unless otherwise indicated, it will be assumed that all Rights being
delivered to the Depositary are being tendered. See Instruction 4.
<TABLE>
<S> <C> <C> <C>
The names and addresses of the registered holders should be printed, if
not already printed above, exactly as they appear on the certificates tendered
hereby. The certificates and number of Shares and/or Rights that the
undersigned wishes to tender should be indicated in the appropriate boxes.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE INSTRUCTIONS SET
FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
</TABLE>
3
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to CTS First Acquisition Corp., a New York
corporation ("Purchaser") and a wholly owned subsidiary of CTS Corporation, an
Indiana corporation, the above described 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 Company Rights Agreement (the "Rights") at a price of
$56.25 (the "$56.25 Cash Price") per Share (including associated Rights), net
to the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer To Purchase, dated May 16, 1997, as
amended and supplemented on June 2, 1997 (the "Offer To Purchase"), and in the
related Letters of Transmittal (which, as amended from time to time, together
constitute the "Offer"). The Offer has been made pursuant to an Agreement and
Plan of Merger, dated as of May 9, 1997, among the Company, the Purchaser and
CTS (the "Merger Agreement"), according to which the Offer will be followed by
a merger in which each outstanding Share (subject to certain exceptions) will
be converted into the right to receive 0.88 shares of fully paid and
nonassessable shares of CTS common stock. The Merger Agreement has been
approved by the Board of Directors of the Company.
The undersigned understands that Purchaser reserves the right to transfer
or assign, in whole or from time to time in part, to one or more of its
affiliates, the right to purchase all or any portion of the Shares and Rights
tendered pursuant to the Offer, but any such transfer or assignment will not
relieve Purchaser of its obligations under the Offer or prejudice the rights
of the tendering Shareholders to receive payment for Shares and Rights validly
tendered and accepted for payment pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of the Shares and
Rights tendered herewith, in accordance with the terms of the Offer
(including, if the Offer is extended or amended, the terms and conditions of
any such extension or amendment), the undersigned hereby sells, assigns and
transfers to, or upon the order of, Purchaser all right, title and interest in
and to all the Shares and Rights that are being tendered hereby (and any and
all non-cash dividends, distributions, rights, other Shares and Rights or
other securities issued or issuable in respect thereof or declared, paid or
distributed in respect of such Shares and Rights on or after May 16, 1997
("Distribution")) and irrevocably appoints the Depositary the true and lawful
agent and attorney-in-fact of the undersigned with respect to such Shares and
Rights and any Distribution, with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to
(i) deliver certificates for such Shares and Rights and any Distribution, or
transfer ownership of such Shares and Rights and any Distribution on the
account books maintained by the Book-Entry Transfer Facility, together, in
either case, with all accompanying evidence of transfer and authenticity to,
or upon the order of Purchaser, (ii) present such Shares and Rights and any
Distribution for transfer on the books of the Company, and (iii) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares and Rights and any Distribution, all in accordance with the terms of
the Offer.
4
<PAGE>
By executing this Letter of Transmittal, the undersigned irrevocably
appoints each designee of Purchaser as attorney-in-fact and proxy of the
undersigned, each with full power of substitution and resubstitution, to the
full extent of the undersigned's rights with respect to all Shares and Rights
tendered hereby and accepted for payment and paid for by Purchaser (and any
Distribution), including without limitation, the right to vote such Shares and
Rights (and any Distribution) in such manner as each such attorney and proxy
or his substitute shall, in his sole discretion, deem proper, and otherwise to
act (including pursuant to written consent) with respect to all the Shares and
Rights tendered hereby that have been accepted for payment by the Purchaser
prior to the time of such vote or action (and any Distribution of said Shares
on or after May 16, 1997) which the undersigned is entitled to vote or consent
with respect to any meeting of Shareholders of the Company, whether annual or
special, and whether or not an adjourned meeting. All such powers of attorney
and proxies, being deemed to be irrevocable, shall be considered coupled with
an interest in the Shares and Rights tendered with this Letter of Transmittal.
Such appointment will be effective when, and only to the extent that,
Purchaser accepts such Shares for payment. Upon such acceptance for payment,
all prior powers of attorney and proxies given by the undersigned with respect
to such Shares and Rights (and any Distribution) will be revoked, without
further action. The designees of Purchaser will, with respect to the Shares
and Rights (and any Distribution) for which such appointment is effective, be
empowered to exercise all voting and other rights of the undersigned with
respect to such Shares and Rights (and any Distribution) as they in their sole
discretion may deem proper. Purchaser reserves the absolute right to require
that, in order for Shares and Rights to be deemed validly tendered,
immediately upon the acceptance for payment of such Shares and Rights,
Purchaser or its designees will be able to exercise full voting rights with
respect to such Shares and Rights (and any Distribution), including voting at
any meeting of Shareholders then scheduled.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares and
Rights tendered hereby and any Distribution that the undersigned own(s), and
that, when such Shares and Rights are accepted for payment by Purchaser,
Purchaser will acquire good, marketable and unencumbered title thereto and to
any Distribution, free and clear of all liens, restrictions, charges and
encumbrances, and that none of such Shares and Rights and Distributions will
be subject to any adverse claim. The undersigned, upon request, shall execute
and deliver all additional documents deemed by the Depositary or Purchaser to
be necessary or desirable to complete the sale, assignment and transfer of the
Shares and Rights tendered hereby and any Distribution. In addition, the
undersigned shall remit and transfer promptly to the Depositary for the
account of Purchaser any Distribution in respect of the Shares and Rights
tendered hereby, accompanied by appropriate documentation of transfer, and,
pending such remittance and transfer or appropriate assurance thereof,
Purchaser shall be entitled to all rights and privileges as owner of each such
Distribution and may withhold the $56.25 Cash Price of the Shares and Rights
tendered hereby or deduct from the $56.25 Cash Price, the amount or value of
such Distribution as determined by Purchaser in its sole discretion.
No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding
upon the heirs, executors, personal and legal representatives, administrators,
trustees in bankruptcy, successors and assigns of the undersigned. Except as
stated in the Offer To Purchase, this tender is irrevocable.
The undersigned understands that tenders of Shares and Rights pursuant to
any one of the procedures described in "The Offer--Procedures for Tendering
Shares" of the Offer To Purchase and in the Instructions hereto will
constitute the undersigned's acceptance of the terms and conditions of the
Offer. Purchaser's acceptance for payment of Shares and Rights tendered
pursuant to the Offer will constitute a binding agreement between the
undersigned and Purchaser upon the terms and subject to the conditions of the
Offer. The undersigned recognizes that under certain circumstances set forth
in the Offer To Purchase, Purchaser may not be required to accept for payment
any of the Shares and Rights tendered hereby.
5
<PAGE>
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the $56.25 Cash Price and/or return
any Share Certificates and/or Right Certificates not tendered or accepted for
payment, in the name(s) of the registered holder(s) appearing above under
"Description of Shares Tendered." Similarly, unless otherwise indicated in the
box entitled "Special Delivery Instructions," please mail the check for the
$56.25 Cash Price and/or return any certificates not tendered or accepted for
payment (and accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing above under "Description of Shares Tendered."
In the event that the box entitled "Special Payment Instructions" and/or
"Special Delivery Instructions" are completed, please issue the check for the
$56.25 Cash Price and/or return any certificates not purchased or not tendered
or accepted for payment in the name(s) of, and/or mail such check and/or
return such Share Certificates to the person(s) so indicated. Unless otherwise
indicated herein in the box entitled "Special Payment Instructions," please
credit any Shares and Rights tendered hereby and delivered by book-entry
transfer, but which are not purchased, by crediting the account at the
Book-Entry Transfer Facility designated above. The undersigned recognizes that
Purchaser has no obligation, pursuant to the Special Payment Instructions, to
transfer any Shares or Rights from the name of the registered holder(s)
thereof if Purchaser does not accept for payment any of the Shares or Rights
tendered hereby.
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7 OF
THIS LETTER OF TRANSMITTAL)
To be completed ONLY if certificates not tendered or not purchased and/or the
check for the $56.25 Cash Price of Shares purchased are to be issued in the
name of someone other than the undersigned.
Issue check and/or certificates to:
Name: ________________________________________________________________________
(Please Print)
Address: _____________________________________________________________________
(Include Zip Code)
______________________________________________________________________________
Taxpayer Identification or
Social Security Number
(See Substitute Form W-9)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7 OF
THIS LETTER OF TRANSMITTAL)
To be completed ONLY if certificates not tendered or not purchased and/or the
check for the $56.25 Cash Price of Shares purchased are to be sent to someone
other than the undersigned, or to the undersigned at an address other than
that shown above.
Mail check and/or certificates to:
Name: ________________________________________________________________________
(Please Print)
Address: _____________________________________________________________________
(Include Zip Code)
6
<PAGE>
PLEASE SIGN HERE
--------------------------------------------------------------
--------------------------------------------------------------
SIGNATURE(S) OF HOLDER(S)
Dated:
----------------, 1997
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Share Certificate(s) and/or Right Certificate(s) or on a security position
listing or by person(s) authorized to become registered holder(s) by Share
Certificates and/or Right Certificates and documents transmitted herewith. If
signature is by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, please provide the following information. See
Instruction 5 of this Letter of Transmittal.)
Name(s):
------------------------------------------------------------------------------
(Please Print)
Capacity (full title):
-----------------------------------------------------------------------
Address:
------------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number:
----------------------------------------------------------
Tax Identification or Social Security Number:
--------------------------------------------------
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5 of this Letter of Transmittal)
Authorized Signature(s):
----------------------------------------------------------------
----------------------------------------------------------------
Name(s):
------------------------------------------------------------------------------
(Please Print)
Title:
------------------------------------------------------------------------------
Name of Firm:
-----------------------------------------------------------------------------
Address:
------------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number:
----------------------------------------------------------
Dated:
----------------, 1997
7
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm which is a
bank, broker, dealer, credit union, savings association, or other entity that is
a member in good standing of the Securities Transfer Agents Medallion Program
(each, an "Eligible Institution"). No signature guarantee is required on this
Letter of Transmittal (i) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this document, shall include
any participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of Shares and/or Rights) of Shares and/or
Rights tendered herewith, unless such holder(s) has completed either the box
entitled "Special Delivery Instructions" or the box entitled "Special Payment
Instructions" included herein, or (ii) if such Shares and/or Rights are tendered
for the account of an Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES AND/OR RIGHTS
CERTIFICATES. This Letter of Transmittal is to be used either if Share
Certificates and/or Rights Certificates are to be forwarded herewith or if
Shares and/or Rights are to be delivered by book-entry transfer pursuant to the
procedure set forth in "The Offer--Procedures for Tendering Shares" of the Offer
To Purchase. Share Certificates and/or Rights Certificates, or confirmation of a
book-entry transfer of such Shares and/or Rights, if such procedure is
available, into the Depositary's account at a Book-Entry Transfer Facility
pursuant to the procedures set forth in "The Offer--Procedures for Tendering
Shares" of the Offer To Purchase, together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) with any required
signature guarantees (or, in the case of a book-entry transfer, an Agent's
Message, as defined in the Offer To Purchase) and any other documents required
by this Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth herein prior to the Expiration Date (as defined in "The
Offer--Terms of the Offer; Proration; Expiration Date" of the Offer To
Purchase). If Share Certificates and/or Rights Certificates are forwarded to the
Depositary in multiple deliveries, a properly completed and duly executed Letter
of Transmittal must accompany each such delivery. Shareholders whose Share
Certificates and/or Rights Certificates are not immediately available, who
cannot deliver their Share Certificates and/or Rights Certificates and all other
required documents to the Depositary prior to the Expiration Date or who cannot
complete the procedure for delivery by book-entry transfer on a timely basis may
tender their Shares and/or Rights pursuant to the guaranteed delivery procedure
described in "The Offer--Procedures for Tendering Shares" of the Offer To
Purchase. Pursuant to such procedure: (i) such tender must be made by or through
an Eligible Institution; (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form provided by Purchaser herewith,
must be received by the Depositary prior to the Expiration Date; and (iii) in
the case of a guarantee of Shares and/or Rights, the Share Certificates and/or
Rights Certificates, in proper form for transfer, or a confirmation of a
book-entry transfer of such Shares and/or Rights, if such procedure is
available, into the Depositary's account at a Book-Entry Transfer Facility,
together with a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) with any required signature guarantees (or,
in the case of a book-entry transfer, an Agent's Message), and any other
documents required by this Letter of Transmittal, must be received by the
Depositary within three New York Stock Exchange, Inc. trading days after the
date of execution of the Notice of Guaranteed Delivery, all as described in "The
Offer--Procedures for Tendering Shares" of the Offer To Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES,
RIGHT CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH
ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE SOLE OPTION AND RISK OF THE
TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. By execution of this Letter of Transmittal
(or a facsimile hereof), all tendering Shareholders waive any right to receive
any notice of the acceptance of their Shares and/or Rights for payment.
3. INADEQUATE SPACE. If the space provided herein under "Description of
Shares Tendered" is inadequate, the certificate numbers, the number of Shares
evidenced by such Share Certificates or Rights Certificates and the number of
Shares and Rights tendered should be listed on a separate schedule and attached
hereto.
8
<PAGE>
4. PARTIAL TENDERS. (Not applicable to shareholders who tender by book-entry
transfer.) If fewer than all the Shares or Rights evidenced by any certificate
delivered to the Depositary herewith are to be tendered hereby, fill in the
number of Shares or Rights which are to be tendered in the box entitled "Number
of Shares Tendered." In such cases, new certificate(s) evidencing the remainder
of the Shares or Rights that were evidenced by the Share Certificates or Right
Certificates delivered to the Depositary herewith will be sent to the person(s)
signing this Letter of Transmittal, unless otherwise provided in the box
entitled "Special Delivery Instructions," as soon as practicable after the
expiration or termination of the Offer. All Shares and Rights evidenced by
certificates delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
and Rights tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificates without alteration, enlargement or any
other change whatsoever.
If any Shares or Rights tendered hereby are owned of record by two or more
persons, all such persons must sign this Letter of Transmittal. If any of the
Shares or Rights tendered hereby are registered in the names of different
holders, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of such
certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares and Rights tendered hereby, no endorsements of certificates or separate
stock powers are required, unless payment is to be made to, or certificates
evidencing Shares or Rights not tendered or not purchased are to be issued in
the name of, a person other than the registered holder(s), in which case, the
certificate(s) evidencing the Shares and Rights tendered hereby must be endorsed
or accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear(s) on such certificate(s). Signatures
on such Share Certificate(s), Rights Certificate(s) and stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares and Rights tendered hereby, the
certificate(s) tendered hereby must be endorsed or accompanied by appropriate
stock powers, in either case signed exactly as the name(s) of the registered
holder(s) appear(s) on such certificate(s). Signatures on such certificate(s)
and stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate(s) or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
Purchaser of such person's authority so to act must be submitted.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction 6,
Purchaser will pay all stock transfer taxes with respect to the sale and
transfer of any Shares and Rights to it or its order pursuant to the Offer. If,
however, payment of the $56.25 Cash Price of any Shares or Rights purchased is
to be made to, or certificate(s) evidencing Shares or Rights not tendered or not
purchased are to be issued in the name of, a person other than the registered
holder(s), the amount of any stock transfer taxes (whether imposed on the
registered holder(s), such other person or otherwise) payable on account of the
transfer to such other person will be deducted from the $56.25 Cash Price of
such Shares and Rights purchased, unless evidence satisfactory to Purchaser of
the payment of such taxes, or exemption therefrom, is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATE(S) EVIDENCING THE SHARES
AND/OR RIGHTS TENDERED HEREBY.
9
<PAGE>
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the $56.25 Cash
Price of any Shares and Rights tendered hereby is to be issued, or
Certificate(s) evidencing Shares and Rights not tendered or not purchased are to
be issued, in the name of a person other than the person(s) signing this Letter
of Transmittal or if such check or any such Share Certificate and Right
Certificate is to be sent to someone other than the person(s) signing this
Letter of Transmittal or to the person(s) signing this Letter of Transmittal but
at an address other than that shown in the box entitled "Description of Shares
Tendered," the appropriate boxes on this Letter of Transmittal must be
completed. Shares and Rights tendered hereby by book-entry transfer may request
that Shares and Rights not purchased be credited to such account maintained at
the Book-Entry Transfer Facility as such Shareholder may designate in the box
entitled "Special Payment Instructions" on the reverse hereof. If no such
instructions are given, all such Shares and Rights not purchased will be
returned by crediting the account at the Book-Entry Transfer Facility as the
account from which such Shares and Rights were delivered.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance may
be directed to the Information Agent at their respective addresses or telephone
numbers set forth herein. Additional copies of the Offer To Purchase, this
Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
obtained from the Information Agent or from brokers, dealers, commercial banks
or trust companies.
9. SUBSTITUTE FORM W-9. Each tendering Shareholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to certify, under penalties of perjury, that such number is correct and that
such Shareholder is not subject to backup withholding of federal income tax. If
a tendering Shareholder has been notified by the Internal Revenue Service that
such Shareholder is subject to backup withholding, such Shareholder must cross
out item (2) of the Certification box of the Substitute Form W-9, unless such
Shareholder has since been notified by the Internal Revenue Service that such
Shareholder is no longer subject to backup withholding. Failure to provide the
information on the Substitute Form W-9 may subject the tendering Shareholder to
31% federal income tax withholding on the payment of the $56.25 Cash Price of
all Shares purchased from such Shareholder. If the tendering Shareholder has not
been issued a TIN and has applied for one or intends to apply for one in the
near future, such Shareholder should write "Applied For" in the space provided
for the TIN in Part I of the Substitute Form W-9, and sign and date the
Substitute Form W-9. If "Applied For" is written in Part I and the Depositary is
not provided with a TIN within 60 days, the Depositary will withhold 31% on all
payments of the $56.25 Cash Price to such Shareholder until a TIN is provided to
the Depositary.
10. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Shares or Rights has been lost, destroyed or stolen, the
Shareholder should promptly notify the Depositary. The Shareholder will then be
instructed as to the steps that must be taken in order to replace the
certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed certificates have
been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
HEREOF), PROPERLY COMPLETED AND DULY EXECUTED, WITH ANY REQUIRED SIGNATURE
GUARANTEES, OR AN AGENT'S MESSAGE (TOGETHER WITH SHARE CERTIFICATES AND/OR
RIGHTS CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER
REQUIRED DOCUMENTS) OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION
DATE (AS DEFINED IN THE OFFER TO PURCHASE).
IMPORTANT TAX INFORMATION
Under the federal income tax law, a Shareholder whose tendered Shares and
Rights are accepted for payment is required by law to provide the Depositary (as
payer) with such shareholder's correct TIN on Substitute Form W-9 below. If such
Shareholder is an individual, the TIN is such Shareholder's social security
number. If the Depositary is not provided with the correct TIN, the Shareholder
may be subject to a $50 penalty imposed by the Internal Revenue Service. In
addition, payments that are made to such Shareholder with respect to Shares and
Rights purchased pursuant to the Offer may be subject to backup withholding of
31%.
10
<PAGE>
Certain Shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a statement, signed under penalties of
perjury, attesting to such individual's exempt status. Forms of such statements
can be obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies with respect to a Shareholder, the Depositary
is required to withhold 31% of any payments made to such Shareholder. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a Shareholder
with respect to Shares and Rights purchased pursuant to the Offer, the
Shareholder is required to notify the Depositary of such Shareholder's correct
TIN by completing the form below certifying (a) that the TIN provided on
Substitute Form W-9 is correct (or that such Shareholder is awaiting a TIN), and
(b) that (i) such Shareholder has not been notified by the Internal Revenue
Service that such Shareholder is subject to backup withholding as a result of a
failure to report all interest or dividends or (ii) the Internal Revenue Service
has notified such Shareholder that such shareholder is no longer subject to
backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The Shareholder is required to give the Depositary the social security
number or employer identification number of the record holder of the Shares and
Rights tendered hereby. If the Shares and Rights are in more than one name or
are not in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report. If the tendering Shareholder has
not been issued a TIN and has applied for a number or intends to apply for a
number in the near future, the Shareholder should write "Applied For" in the
space provided for the TIN in Part I, and sign and date the Substitute Form W-9.
If "Applied For" is written in Part I and the Depositary is not provided with a
TIN within 60 days, the Depositary will withhold 31% of all payments of the
$56.25 Cash Price to such Shareholder until a TIN is provided to the Depositary.
11
<PAGE>
<TABLE>
<S> <C> <C>
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN
FORM W-9 THE BOX AT RIGHT AND CERTIFY BY Social Security Number
SIGNING AND DATING BELOW. OR
Employer Identification Number
(If awaiting TIN write
"Applied For")
PART 2--For Payees Exempt From Backup Withholding, see the enclosed
Guidelines Taxpayer Identification and complete as instructed therein.
CERTIFICATION--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or a Taxpayer Identification Number has not been issued to me and
DEPARTMENT OF THE either (a) I have mailed or delivered an application to receive a
TREASURY Taxpayer Identification Number to the appropriate Internal Revenue
INTERNAL REVENUE Service ("IRS") or Social Security administration office or (b) I
SERVICE intend to mail or deliver an application in the near future. I
understand that if I do not provide a Taxpayer Identification Number
PAYER'S REQUEST within sixty (60) days, 31% of all reportable payments made to me
FOR TAXPAYER hereafter will be withheld until I provide a number), and
IDENTIFICATION (2) I am not subject to backup withholding because (a) I am exempt from
NUMBER (TIN) backup withholding, (b) I have not been notified by the IRS that I am
subject to backup withholding as a result of failure to report all
interest or dividends or (c) the IRS has notified me that I am no
longer subject to backup withholding.
CERTIFICATE INSTRUCTIONS--You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding
because of under reporting interest or dividends on your tax return.
However, if after being notified by the IRS that you were subject to
backup withholding you received another notification from the IRS that you
are no longer subject to backup withholding, do not cross out item (2).
(Also see instructions in the enclosed Guidelines.)
SIGNATURE: DATE: , 1997
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE "APPLIED FOR"
INSTEAD OF A TIN IN THE SUBSTITUTE FORM W-9.
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center of Social Security Administration Office
or (b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by
the time of payment, 31% of all reportable payments made to me will be
withheld until I provide a number, but will be refunded if I provide a
certified taxpayer identification number within 60 days.
<TABLE>
<S> <C>
Signature:
---------------------------------------- Dated: -------------------------------------------
</TABLE>
12
<PAGE>
THE DEPOSITARY FOR THE OFFER IS:
THE FIRST NATIONAL BANK OF BOSTON
<TABLE>
<S> <C> <C>
BY HAND: BY OVERNIGHT COURIER: BY MAIL:
Securities Transfer and Bank of Boston Bank of Boston Corporate
Reporting Services, Inc. Corporate Agency and Agency and Reorganization
One Exchange Plaza Reorganization Mail Stop 45-02-53
55 Broadway, 3rd Floor Mail Stop 45-02-53 P.O. Box 1889
New York, New York 10006 150 Royall Street Boston, Massachusetts
Canton, Massachusetts 02021 02015-1889
</TABLE>
BY FACSIMILE TRANSMISSION:
(for Eligible Institutions Only)
(617) 575-2233
CONFIRM FACSIMILE BY TELEPHONE (CALL COLLECT)
(617) 575-3120
Any questions or requests for assistance or additional copies of the Offer
To Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Information Agent or the Dealer Manager at their respective
telephone numbers and locations listed below. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
[LOGO]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call Collect)
or
Call Toll Free (800) 322-2885
THE DEALER MANAGER FOR THE OFFER IS:
J.P. MORGAN & CO.
60 Wall Street
Mail Stop 2860
New York, New York 10260
(212) 648-3251 (call collect)
(800) 600-3799 (toll free)
13
<PAGE>
Exhibit 99(a)(10)
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF SHARES
OF COMMON STOCK
OF
DYNAMICS CORPORATION OF AMERICA
As set forth in "The Offer--Procedures for Tendering Shares" of the Offer To
Purchase (as defined below), this form, or a form substantially equivalent to
this form, must be used to accept the Offer (as defined below) if the
certificates representing shares of common stock (the "Shares"), par value $0.10
per share of Dynamics Corporation of America (the "Company") and/or the
certificates representing the associated rights (the"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, are not immediately
available or time will not permit all required documents to reach the Depositary
prior to the Expiration Date (as defined in the Offer To Purchase) or the
procedures for book-entry transfer cannot be completed on a timely basis. Such
form may be delivered by hand or transmitted by telegram, facsimile transmission
or mail to the Depositary and must include a guarantee by an Eligible
Institution (as defined below). See "The Offer--Procedures for Tendering Shares"
of the Offer To Purchase.
THE DEPOSITARY FOR THE OFFER IS:
THE FIRST NATIONAL BANK OF BOSTON
<TABLE>
<S> <C> <C>
BY HAND: BY OVERNIGHT COURIER: BY MAIL:
Securities Transfer and Bank of Boston Bank of Boston
Reporting Services, Inc. Corporate Agency Corporate Agency and
One Exchange Plaza Reorganization Reorganization
55 Broadway, 3rd Floor Mail Stop 45-02-53 Mail Stop 45-02-53
New York, New York 10006 150 Royall Street P.O. Box 1889
Canton, Massachusetts 02021 Boston, Massachusetts
02015-1889
</TABLE>
BY FACSIMILE TRANSMISSION:
(for Eligible Institutions Only)
(617) 575-2233
CONFIRM FACSIMILE BY TELEPHONE (CALL COLLECT)
(617) 575-3120
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER
THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION"
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to CTS First Acquisition Corp., a New York
corporation and a wholly owned subsidiary of CTS Corporation, an Indiana
corporation, upon the terms and subject to the conditions set forth in the Offer
To Purchase, dated May 16, 1997, as amended and supplemented on June 2, 1997
(the "Offer To Purchase"), and the related Letters of Transmittal (which, as
amended from time to time, together constitute the "Offer"), receipt of each of
which is hereby acknowledged, the number of Shares and/or Rights specified below
pursuant to the guaranteed delivery procedures described in "The
Offer--Procedures for Tendering Shares" of the Offer To Purchase.
<TABLE>
<CAPTION>
<S> <C>
(Please Type or Print)
Number of Shares (if Rights, so indicate):
Names of Registered Holder(s):
Certificate Nos. (if available): ------------------------------------------------
------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
Address:
If Shares or Rights will be tendered by book-entry ------------------------------------------------
transfer, check one box
/ / The Depositary Trust Company ------------------------------------------------
/ / Philadelphia Depositary Trust Company ------------------------------------------------
Account Number Area Code and Telephone Number:
------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
PLEASE SIGN HERE:
x
----------------------------------------------------------
x
----------------------------------------------------------
(Signature(s)) (Dates)
</TABLE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in the Security Transfer Agents Medallion
Program ("Eligible Institution"), hereby (a) represents that the tender of
Shares and/or Rights effected hereby complies with Rule 14e-4 under the
Securities Exchange Act of 1934, as amended, and (b) guarantees that either the
certificates representing the Shares and/or Rights tendered hereby in proper
form for transfer, or timely confirmation of a book-entry transfer of such
Shares into the Depositary's account (pursuant to procedures set forth in "The
Offer--Procedures for Tendering Shares" in the Offer To Purchase), together with
a properly completed and duly executed Letter of Transmittal (or facsimile
thereof) with any required signature guarantees and any other documents required
by the Letter of Transmittal, will be received by the Depositary at one of its
addresses set forth above within three New York Stock Exchange trading days
after the date of execution hereof. The Eligible Institution that completes this
form must communicate the guarantee to the Depositary and must deliver the
Letter of Transmittal and certificates for Shares and Rights to the Depositary
within the time period shown herein. Failure to do so could result in financial
loss to such Eligible Institution.
<TABLE>
<S> <C>
- -------------------------------------------- --------------------------------------------
Name of Firm (Authorized Signature)
- -------------------------------------------- --------------------------------------------
Address (Please Print Name)
- --------------------------------------------- ---------------------------------------------
(City, State, Zip Code) (Title)
- --------------------------------------------- ---------------------------------------------
(Area Code and Telephone Number) (Date)
</TABLE>
DO NOT SEND SHARES CERTIFICATES OR RIGHT CERTIFICATES WITH THIS NOTICE.
SHARE CERTIFICATES AND RIGHT CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
<PAGE>
Exhibit 99(a)(11)
Offer To Purchase for Cash, as Supplemented on June 2, 1997,
Up to 49.9%
Of the Outstanding Common Stock
of
Dynamics Corporation of America
at an Increased Price of
$56.25 Net Per Share
by
CTS First Acquisition Corp.
a Wholly Owned Subsidiary
of
CTS Corporation
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 13, 1997, UNLESS THE OFFER IS
EXTENDED.
June 2, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We are asking you to contact your clients for whom you hold shares of common
stock, par value $.10 per share (the "Shares"), of Dynamics Corporation of
America, a New York corporation (the "Company"). Please bring to their attention
as promptly as possible the offer being made by CTS First Acquisition Corp., a
New York corporation ("Purchaser") and a wholly owned subsidiary of CTS
Corporation, an Indiana corporation ("CTS"), to purchase Shares of the Company,
together with the associated purchase rights issued pursuant to the Company
Rights Agreement (the "Rights") at a price of $56.25 per Share (and associated
Right), net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer To Purchase, dated May 16,
1997, as amended and supplemented on June 2, 1997 (the "Offer To Purchase"), and
the related Letter of Transmittal (which, as amended from time to time, together
constitute the "Offer") enclosed herewith. The Offer has been made pursuant to
an Agreement and Plan of Merger, dated as of May 9, 1997, among the Company, the
Purchaser and CTS (the "Merger Agreement"), according to which the Offer will be
followed by a merger in which each outstanding common share of the Company will
be converted into the right to receive 0.88 shares of CTS common stock. The
Merger Agreement has been approved by the Board of Directors of the Company. For
your information and for forwarding to your clients for whom you hold Shares
registered in your name or in the name of your nominee, or who hold Shares
registered in their own names, we are enclosing the following documents:
1. Supplement, dated June 2, 1997, to the Offer To Purchase, dated May
16, 1997;
2. Letter of Transmittal to be used by holders of Shares and/or Rights
in accepting the Offer. Facsimile copies of the Letter of
Transmittal may be used to accept the Offer;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
certificates evidencing such Shares and/or Rights are not
immediately available or time will not permit all required documents
to reach the Depositary prior to the Expiration Date or the
procedure for book-entry transfer cannot be completed on a timely
basis;
<PAGE>
4. A letter which may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominees,
with space provided for obtaining such clients' instructions with
regard to the Offer;
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
6. Return envelope addressed to the Depositary.
We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Offer to their attention as
promptly as possible. The Purchaser will not pay any fees or commissions to any
broker or dealer or any other person (other than the Information Agent) for
soliciting tenders of Shares pursuant to the Offer. You will be reimbursed by
the Purchaser for customary mailing expenses incurred by you in forwarding any
of the enclosed materials to your clients. The Purchaser will pay or cause to be
paid any stock transfer taxes payable on the sale and transfer of Shares to it
or its order, except as otherwise provided in Instruction 6 of the Letter of
Transmittal. YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR
CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 13, 1997, UNLESS THE OFFER
IS EXTENDED.
In order to take advantage of the Offer, (1) a duly executed and properly
completed Letter of Transmittal, either or both the green or the blue Letter of
Transmittal may be completed for this purpose, and, if necessary, any other
required documents should be sent to the Depositary and (2) either certificates
representing the tendered Shares and/or Rights should be delivered to the
Depositary, or such Shares and/or Rights should be tendered by book-entry
transfer into the Depositary's account at one of the Book-Entry Transfer
Facilities (as defined in the Offer To Purchase), all in accordance with the
Instructions set forth in the Letter of Transmittal and the Offer To Purchase.
If holders of Shares and/or Rights wish to tender, but it is impracticable
for them to forward their certificates or other required documents to the
Depositary prior to the expiration of the Offer or to comply with the book-entry
transfer procedures on a timely basis, a tender may be effected by following the
guaranteed delivery procedures specified in "The Offer--Procedures for Tendering
Shares" of the Offer To Purchase. Any inquiries you may have with respect to the
Offer should be addressed to the Information Agent at the address and telephone
number as set forth on the back cover page of the Offer To Purchase.
Additional copies of the above documents may be obtained from the
Information Agent, at the address and telephone number set forth on the back
cover of the Offer To Purchase.
Very truly yours,
J.P. MORGAN SECURITIES INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF CTS, PURCHASER, THE DEPOSITARY OR THE
INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND THE
STATEMENTS CONTAINED THEREIN.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to CTS First Acquisition Corp., a New York
corporation and a wholly owned subsidiary of CTS Corporation, an Indiana
corporation, upon the terms and subject to the conditions set forth in the Offer
To Purchase, dated May 16, 1997, as amended and supplemented on June 2, 1997
(the "Offer To Purchase"), and the related Letters of Transmittal (which, as
amended from time to time, together constitute the "Offer"), receipt of each of
which is hereby acknowledged, the number of Shares and/or Rights specified below
pursuant to the guaranteed delivery procedures described in "The
Offer--Procedures for Tendering Shares" of the Offer To Purchase.
<TABLE>
<CAPTION>
<S> <C>
(Please Type or Print)
Number of Shares (if Rights, so indicate):
Names of Registered Holder(s):
Certificate Nos. (if available): ------------------------------------------------
------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
Address:
If Shares or Rights will be tendered by book-entry ------------------------------------------------
transfer, check one box
/ / The Depositary Trust Company ------------------------------------------------
/ / Philadelphia Depositary Trust Company ------------------------------------------------
Account Number Area Code and Telephone Number:
------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
PLEASE SIGN HERE:
x
----------------------------------------------------------
x
----------------------------------------------------------
(Signature(s)) (Dates)
</TABLE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in the Security Transfer Agents Medallion
Program ("Eligible Institution"), hereby (a) represents that the tender of
Shares and/or Rights effected hereby complies with Rule 14e-4 under the
Securities Exchange Act of 1934, as amended, and (b) guarantees that either the
certificates representing the Shares and/or Rights tendered hereby in proper
form for transfer, or timely confirmation of a book-entry transfer of such
Shares into the Depositary's account (pursuant to procedures set forth in "The
Offer--Procedures for Tendering Shares" in the Offer To Purchase), together with
a properly completed and duly executed Letter of Transmittal (or facsimile
thereof) with any required signature guarantees and any other documents required
by the Letter of Transmittal, will be received by the Depositary at one of its
addresses set forth above within three New York Stock Exchange trading days
after the date of execution hereof. The Eligible Institution that completes this
form must communicate the guarantee to the Depositary and must deliver the
Letter of Transmittal and certificates for Shares and Rights to the Depositary
within the time period shown herein. Failure to do so could result in financial
loss to such Eligible Institution.
<TABLE>
<S> <C>
- -------------------------------------------- --------------------------------------------
Name of Firm (Authorized Signature)
- -------------------------------------------- --------------------------------------------
Address (Please Print Name)
- --------------------------------------------- ---------------------------------------------
(City, State, Zip Code) (Title)
- --------------------------------------------- ---------------------------------------------
(Area Code and Telephone Number) (Date)
</TABLE>
DO NOT SEND SHARES CERTIFICATES OR RIGHT CERTIFICATES WITH THIS NOTICE.
SHARE CERTIFICATES AND RIGHT CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
<PAGE>
Exhibit 99(a)(12)
Offer To Purchase for Cash, as Supplemented on June 2, 1997,
Up to 49.9%
Of the Outstanding Common Stock
of
Dynamics Corporation of America
at an Increased Price of
$56.25 Net Per Share
by
CTS First Acquisition Corp.
a Wholly Owned Subsidiary
of
CTS Corporation
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 13, 1997, UNLESS THE OFFER IS
EXTENDED.
June 2, 1997
To Our Clients:
Enclosed for your consideration is an Offer To Purchase, dated May 16, 1997,
as amended and supplemented on June 2, 1997 (the "Offer To Purchase"), and the
related Letter of Transmittal (which, as amended from time to time, together
constitute the "Offer") in connection with the Offer by CTS First Acquisition
Corp., a New York corporation ("Purchaser"), and a wholly owned subsidiary of
CTS Corporation, an Indiana corporation ("CTS"), to purchase 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 Company Rights Agreement (the "Rights"),
at a price of $56.25 per Share (and associated Right), net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions set
forth in the Offer.
If the Rights separate from the Shares and are evidenced by Rights
Certificates (the "Rights Separation") Shareholders will be required to tender
one Right for each Share tendered in order to effect a valid tender of Shares.
Unless the Rights Separation occurs, a tender of Shares will also constitute a
tender of the associated Rights.
THE MATERIAL IS BEING SENT TO YOU AS THE BENEFICIAL OWNER OF SHARES AND/ OR
RIGHTS HELD BY US FOR YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. WE ARE THE
HOLDER OF RECORD OF SHARES AND/OR RIGHTS HELD BY US FOR YOUR ACCOUNT. A TENDER
OF SUCH SHARES AND/OR RIGHTS CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES AND/OR RIGHTS
HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender on your
behalf any or all of the Shares and Rights held by us for your account, upon the
terms and subject to the conditions set forth in the Offer.
<PAGE>
Your attention is invited to the following:
1. The new tender price is $56.25 per Share (and associated Right), net
to the seller in cash.
2. The Offer, and withdrawal rights will expire at 12:00 Midnight, New
York City time, on Friday, June 13, 1997, unless the Offer is
extended.
3. The Offer is being made for less than all of the outstanding Shares
and Rights.
4. Tendering Shareholders will not be obligated to pay brokerage fees
or commissions or, except as set forth in Instruction 6 of the
Letter of Transmittal, stock transfer taxes on the purchase of
Shares by Purchaser pursuant to the Offer.
5. The Offer is conditioned upon, among other things, there have been
validly tendered and not withdrawn prior to the Expiration Date (as
defined in the Offer To Purchase) a number of Shares which
constitutes at least 25% of the Shares outstanding on the date of
purchase.
6. The Offer has been made pursuant to an Agreement and Plan of Merger,
dated as of May 9, 1997, among the Company, the Purchaser and CTS
(the "Merger Agreement"), according to which the Offer will be
followed by a merger in which each outstanding common share of the
Company will be converted into the right to receive 0.88 shares of
CTS common stock. The Merger Agreement has been approved by the
Board of Directors of the Company.
The Offer is made solely by the Offer To Purchase and the related Letters of
Transmittal and is being made to all holders of Shares and Rights. Purchaser is
not aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If
Purchaser becomes aware of any valid state statute prohibiting the making of the
Offer or the acceptance of Shares and Rights pursuant thereto, Purchaser will
make a good faith effort to comply with such state statute. If, after such good
faith effort, Purchaser cannot comply with such state statute, the Offer will
not be made to (nor will tenders be accepted from or on behalf of) the holders
of Shares and Rights in such state. In any jurisdiction where the securities,
blue sky or other laws require the Offer to be made by a licensed broker or
dealer, the Offer shall be deemed to be made on behalf of Purchaser by the
Dealer Managers or one or more registered broker or dealer licensed under the
laws of such jurisdiction.
If you wish to have us tender any or all of your Shares and Rights, please
so instruct us by completing, executing and returning to us the instruction form
contained in this letter. An envelope in which to return your instructions to us
is enclosed. If you authorize the tender of your Shares and Rights, all such
Shares and Rights will be tendered unless otherwise specified on the instruction
form set forth in this letter. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN
AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE
EXPIRATION OF THE OFFER.
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE UP TO 49.9% OF THE
OUTSTANDING COMMON STOCK OF DYNAMICS CORPORATION OF AMERICA
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
To Purchase, dated May 16, 1997, as amended and supplemented on June 2, 1997
(the "Offer To Purchase"), and the related Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer"), in connection with
the offer by CTS First Acquisition Corp., a New York corporation ("Purchaser")
and a wholly owned subsidiary of CTS Corporation, an Indiana corporation, to
purchase shares of common stock, par value $.10 per share (the "Shares") of
Dynamics Corporation of America (the "Company"), a New York corporation,
together with the associated purchase rights issued pursuant to the Company
Rights Agreement (the "Rights"), at a price of $56.25 per Share and associated
Right, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer.
This will instruct you to tender to Purchaser the number of Shares and
Rights indicated below (or, if no number is indicated in either appropriate
space below, all Shares and Rights) held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the
Offer.
NUMBER OF SHARES TO BE TENDERED*
<TABLE>
<S> <C>
PLEASE SIGN HERE
Number of Shares (and associated Rights) to be tendered: ------ Shares (and associated
Rights)
Account Number: -------------
</TABLE>
<TABLE>
<S> <C>
- ---------------------------------------------------------------------------------
, -----------------
- ---------------------------------------------------------------
Signature(s) Date
- ---------------------------------------------------------------------------------
Please Print Name(s)
- ---------------------------------------------------------------------------------
Taxpayer Identification or Social Security Number(s)
- ---------------------------------------------------------------------------------
Area Code and Telephone Number(s)
</TABLE>
* Unless otherwise indicated, it will be assumed that all Shares and Rights held
by us for your account are to be tendered.
<PAGE>
Exhibit 99(c)(6)
CTS. May 28, 1997
Mr. Andrew Lozynisk
Dynamics Corporation of America
475 Steamboat Road
Greenwich, CT 06830-7197
RE: Agreement and Plan of Merger
Ladies and Gentlemen:
As you know, WHX Corporation announced an increase in its cash tender offer
for DCA shares to $56.00 per DCA share. We believe that the current terms of the
transaction provided for in the DCA-CTS Merger Agreement are clearly superior to
WHX's revised bid. Accordingly, as contemplated by Section 8.01(e) of the
DCA-CTS Merger Agreement, we hereby request that the DCA Board reconfirm its
approval and recommendation of the Offer, the Merger and the DCA-CTS Merger
Agreement within five business days.
Sincerely,
CTS CORPORATION
By /s/ JOSEPH P. WALKER
-----------------------------------------
Chairman of the Board
CTS FIRST ACQUISITION CORP.
By: /s/ JOSEPH P. WALKER
-----------------------------------------
Chairman of the Board
<TABLE>
<S> <C> <C>
CC: Skadden, Arps, Slate, Jones, Day, Reavis & Pogue
Maegher & Flam, L.L.P. 598 Lexington Avenue
919 Third Avenue New York, NY 10022
New York, NY 10022 Fax No.: (212) 755-7306
Fax No.: (212) 738-2019 Attention: Robert A. Profusek
Attention: Morris J. Kramer,
Esq.
</TABLE>
