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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
DYNAMICS CORPORATION OF AMERICA
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(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
268039104
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(CUSIP Number)
Joseph P. Walker
Chairman, President
and Chief Executive Officer
CTS Corporation
905 West Boulevard North
Elkhart, Indiana 46314
(219) 293-7511
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
With a copy to:
Robert A. Profusek, Esq.
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
(212) 326-3939
June 23, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with the statement / /.
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CUSIP No. 268039104 13D
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CTS Corporation
35-0225010
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
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7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING
PERSON WITH 1,163,464
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9 SOLE DISPOSITIVE POWER
-0-
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10 SHARED DISPOSITIVE POWER
1,163,464
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,163,464
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.3%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 268039104 13D
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CTS First Acquisition Corp.
EIN applied for
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
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7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 1,163,364
PERSON WITH See Item 5
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9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,163,364
See Item 5
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,163,364
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.3%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 1 amends and supplements the Final Amendment to the
Schedule 14D-1 (the "Final Amendment") filed with the Securities and Exchange
Commission (the "Commission") on June 16, 1997 by CTS First Acquisition Corp.
("Sub"), a New York corporation and a wholly owned subsidiary of CTS
Corporation, an Indiana corporation ("CTS"). The Final Amendment together with
the Schedule 14D-1 filed with the Commission on May 16, 1997, as amended, by Sub
and CTS is referred to herein collectively as the "Schedule 14D-1." Capitalized
terms used herein which are not otherwise defined herein are so used with the
respective meanings ascribed to them in the Schedule 14D-1.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented by the information set forth
below.
The purchase price paid by Sub in the Offer was approximately $65.5
million, of which $15.5 million was funded with CTS, working capital and $50.0
million was funded by borrowings under the term loan portion of the Credit
Facilities.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by the information set forth
below.
Pursuant to the Merger Agreement, on June 20, 1997, the Board of Directors
(the "Board") of Dynamics Corporation of America (the "Company") met and
appointed the following CTS designees to the Board: Joseph P. Walker and
Jeannine M. Davis in the class of directors whose terms expire in the year 2000;
Stanley J. Aris in the class of directors whose terms expire in 1999 and George
T. Newhart in the class of directors whose terms expire in 1998.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by adding the following at the end thereof:
On June 18, 1997, Sub and CTS were informed by the depository that
1,163,364 Shares were purchased by Sub pursuant to the Offer, rather than
1,164,339 as was previously reported.
The holdings of CTS and Sub, which aggregate approximately 1,163,464
Shares, represent approximately 30.3% of the outstanding Shares (based on the
number of Shares outstanding on May 9, 1997). CTS and Sub have shared power to
vote or direct the vote and to dispose of or direct the disposition of all
such Shares. To the best of CTS' and
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Sub's knowledge, no director or executive officer of either CTS or
Sub has effected any transaction in the Shares within the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
On June 20, 1997, the Merger Agreement was amended. The full text of the
amendment is attrached hereto as Exhibit (a)(17) and is incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits.
(a)(16) Amendment No. 1 dated as of June 20, 1997, to the Agreement
and Plan of Merger, dated as of May 9, 1997, among CTS, Sub and the Company.
(a)(17) Press Release dated June 23, 1997
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
Dated: June 23, 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
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EXHIBIT INDEX
EXHIBIT
NUMBER PAGE
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(a)(16) Amendment No. 1, dated as of June 20, 1997, to the Agreement
and Plan of Merger, dated as of May 9, 1997, among CTS, Sub and
the Company.
(a)(17) Press Release dated June 23, 1997
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Exhibit 99(a)(16)
AMENDMENT NO. 1
Amendment No. 1, dated as of June 20, 1997 (the "Amendment"), to the
Agreement and Plan of Merger, dated as of June 9, 1997 (the "Merger
Agreement"), among CTS Corporation, an Indiana corporation ("Parent"), CTS
First Acquisition Corp., a New York corporation and a wholly owned subsidiary
of Parent ("Sub"), and Dynamics Corporation of America, a New York
corporation (the "Company").
1. Section 5.01(b)(i)(C) of the Merger Agreement is hereby amended to
read in its entirety as follow:
(C) in connection with rights that are authorized by action of a
majority of the Unaffiliated Directors which, by the terms thereof, become
exercisable only after the Effective Time or, if earlier, the termination
of this Agreement ("Rights").
2. A new Section 5.01(f) shall be added to the Merger Agreement which
shall read as follows:
As used herein, "Parent's 1997 Annual Meeting" shall mean Parent's 1997
annual meeting of shareholders.
3. Except as explicitly set forth herein, the Merger Agreement shall
remain in full force and effect.
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IN WITNESS WHEREOF, Parent, Sub and the Company have caused this
Amendment to be signed by their respective officers thereunto duly
authorized, all as of the date first written above.
CTS CORPORATION
By: /s/ Joseph P. Walker
------------------------------------
Name: Joseph P. Walker
Title: Chairman, President and Chief
Executive Officer
CTS FIRST ACQUISITION CORP.
By: /s/ Joseph P. Walker
------------------------------------
Name: Joseph P. Walker
Title: President
DYNAMICS CORPORATION OF
AMERICA
By: /s/ Andrew Lozniak
------------------------------------
Name: Andrew Lozniak
Title: Chairman and President
2
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Exhibit 99 (a)(17)
CTS ANNOUNCES REPRESENTATION ON DYNAMICS BOARD
Elkhart, Indiana, June 23, 1997. CTS Corporation (NYSE: CTS) has
announced that Dynamics Corporation of America (NYSE: DYA) has increased the
size of its Board of Directors on Friday from nine to thirteen and has elected
four designees of CTS as directors. The new members of the Dynamics board are
all officers of CTS: Joseph P. Walker, Chairman, President and Chief Executive
Officer, Jeannine M. Davis, Vice President, General Counsel and Secretary,
Stanley J. Aris, Vice President--Finance and George T. Newhart, Controller.
CTS is a diversified manufacturer of electronic and electromechanical
components for the automotive, computer equipment, communications equipment,
instruments and controls, defense and aerospace, and consumer electronics
markets. Headquartered in Elkhart, Indiana, CTS operates manufacturing plants
in the United States and abroad.
Dynamics is a diversified company which manufactures electronic
components, mobile vans and transportable shelters for specialized electronic
and medical diagnostic equipment, portable electric housewares and
commercial appliances, air distribution equipment, specialized
air-conditioning equipment and generator sets. Dynamics currently holds a
44.0% stake in CTS.
