SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF EARLIEST EVENT REPORTED December 27, 1995
DYNAMICS CORPORATION OF AMERICA
Exact name of registrant as specified in its Charter)
New York 0-7304 13-0579260
(State or other juris- (Commission (IRS Employer Identi-
diction of incorporation) File Number) fication No.)
475 Steamboat Road
Greenwich, CT 06830
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 203-869-3211
Item 5. Other Events.
On December 27, 1995, the Board of Directors of Dynamics
Corporation of America ("DCA") voted to extend the February 14,
1996 expiration date of its shareholder rights plan adopted in
1986 to better assure that all of the Company's shareholders
receive fair and equal treatment in the event an unsolicited
takeover of the Company is attempted. The plan provides that the
Company may extend the plan for successive periods not to exceed
ten years in duration. The Board approved an extension until
February 14, 2006. The Company said it was not aware of any
current attempt to acquire control of DCA.
Under the plan, shareholders are entitled to one right for each
share of the Company's voting and non-voting common stock they
own. The rights become exercisable 10 days after a person or
affiliated or associated group acquires 20% or more of DCA's
common stock in a transaction not previously approved by the
Company's Board of Directors or commences a tender offer for 25%
or more of DCA's common stock. Each right entitles the holder to
buy 1/100 of a share of preferred stock of the Company at an
exercise price of $80.
If an acquiring party buys 20% or more of DCA's common stock or
commences a tender offer for 25% or more of DCA's common stock,
and then merges or engages in certain other transactions with
DCA, each right would then entitle its holder to purchase for $80
stock of the acquiring company having a market value of $160. In
the event that DCA were the surviving corporation in such a
merger and its common stock was not changed, each right would
entitle the holder to purchase for $80 DCA's preferred stock
having a market value at the time of $160.
DCA may redeem the rights for $0.05 per right at any time prior
to a public announcement that a person or affiliated or
associated group has acquired 20% or more of the stock of DCA.
Rights certificates have not been distributed inasmuch as the
rights initially are not exercisable. Until the rights become
exercisable, they automatically trade with the shares of the
Company's common stock.
In 1990 the Company's Board of Directors approved an agreement
with Gabelli Funds, Inc. and Gabelli Investors, Inc. which allows
entities controlled by and for which the chief investment officer
is Mario J. Gabelli to acquire up to 25% of the stock of the
Company without triggering the plan and rendering the rights
exercisable. The Gabelli entities have complied with the terms
of the agreement which will continue in effect during the ten
year extension of the plan.
On December 27, 1995, the Company issued a press release with
respect to the above matter.
Item 7. Exhibits
Attached hereto as Exhibit 99 is a copy of the press release
referred to in Item 5 above.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this Report to be signed on its
behalf by the undersigned hereunto duly authorized.
DYNAMICS CORPORATION OF AMERICA
(Registrant)
By:
Henry V. Kensing
Vice President
Dated: December 29, 1995
EXHIBIT 99
NEWS RELEASE
IMMEDIATE
RELEASE
FROM: DYNAMICS CORPORATION OF AMERICA
475 Steamboat Road
Greenwich, Connecticut 06830-7197
Contact: Mrs. Mary Jo. Cisternino
(203) 869-3211
DYNAMICS CORPORATION OF AMERICA
BOARD EXTENDS EXPIRATION DATE OF RIGHTS PLAN
GREENWICH, CONNECTICUT (December 27, 1995) -- Dynamics
Corporation of America ("DCA")(NYSE:DYA) announced that its Board
of Directors has today voted to extend the February 14, 1996
expiration date of its shareholder rights plan adopted in 1986 to
better assure that all of the Company's shareholders receive fair
and equal treatment in the event an unsolicited takeover of the
Company is attempted. The plan provides that the Company may
extend the plan for successive periods not to exceed ten years in
duration. The Board approved an extension until February 14,
2006. The Company said it was not aware of any current attempt
to acquire control of DCA.
Under the plan, shareholders are entitled to one right for
each share of the Company's voting and non-voting common stock
they own. The rights become exercisable 10 days after a person
or affiliated or associated group acquires 20% or more of DCA's
common stock in a transaction not previously approved by the
Company's Board of Directors or commences a tender offer for 25%
or more of DCA's common stock. Each right entitles the holder to
buy 1/100 of a share of preferred stock of the Company at an
exercise price of $80.
If an acquiring party buys 20% or more of DCA's common stock
or commences a tender offer for 25% or more of DCA's common
stock, and then merges or engages in certain other transactions
with DCA, each right would then entitle its holder to purchase
for $80 stock of the acquiring company having a market value of
$160. In the event that DCA were the surviving corporation in
such a merger and its common stock was not changed, each right
would entitle the holder to purchase for $80 DCA's preferred
stock having a market value at the time of $160.
DCA may redeem the rights for $0.05 per right at any time
prior to a public announcement that a person or affiliated or
associated group has acquired 20% or more of the stock of DCA.
Rights certificates have not been distributed inasmuch as
the rights initially are not exercisable. Until the rights
become exercisable, they automatically trade with the shares of
the Company's common stock.
In 1990 the Board of Directors approved an agreement with
Gabelli Funds, Inc. and Gabelli Investors, Inc. which allows
entities controlled by and for which the chief investment officer
is Mario J. Gabelli to acquire up to 25% of the stock of the
Company without triggering the plan and rendering the rights
exercisable. The Gabelli entities have complied with the terms
of the agreement which will continue in effect during the ten
year extension of the plan.
Dynamics Corporation of America 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 and specialized air-
conditioning equipment.
