SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)(1)
DYNAMICS CORPORATION OF AMERICA
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(Name of issuer)
COMMON STOCK (VOTING), $.10 PAR VALUE
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(Title of class of securities)
268039 10 4
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(CUSIP number)
STEVEN WOLOSKY, ESQUIRE
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
July 26, 1996
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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 /X/.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
Note. six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
(Continued on following pages)
(Page 1 of 14 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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 OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 124,100
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
124,100
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
124,100
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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)
3.3%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS SERVICES, LTD.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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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 OR ORGANIZATION
NEW YORK
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 85,600
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
85,600
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
85,600
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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)
2.2%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN LICHTENSTEIN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, OO
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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 OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 209,700(2)
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
209,700(2)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
209,700(2)
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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)
5.5%
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14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(2) Includes 124,100 Shares owned by Steel Partners II, L.P. an entity
controlled by Warren G. Lichtenstein and 85,600 Shares managed by Steel Partners
Services, Ltd., an entity controlled by Warren G. Lichtenstein.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares (the "Shares") of the common stock
(voting), par value $.10 per share ("Common Stock"), of Dynamics Corporation of
America ("Issuer"). The principal executive offices of the Issuer are located at
475 Steamboat Road, Greenwich Connecticut 06830.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is filed by Steel Partners II, L.P., a Delaware
limited partnership ("Steel Partners II"), Steel Partners Services, Ltd., a New
York corporation ("Services") and Warren G. Lichtenstein.
Steel Partners, L.L.C., a Delaware limited liability company ("Partners
LLC") is the general partner of Steel Partners II. The sole executive officer
and managing member of Partners LLC is Warren Lichtenstein is Chairman of the
Board, Chief Executive Officer and Secretary.
The sole executive officer, director and stockholder of Services is
Warren Lichtenstein who is Chairman of the Board, Chief Executive Officer and
Secretary.
Each of the foregoing are referred to as a "Reporting Person" and
collectively as the "Reporting Persons". By virtue of their positions with Steel
Partners II, Mr. Lichtenstein has the power to vote and dispose of the Issuer's
Shares owned by Steel Partners II and Services. Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D.
(b) The principal business address of each Reporting Person is 750
Lexington Avenue, 27th Floor, New York, New York 10022.
(c) The principal business of Steel Partners II is investing in the
securities of microcap companies. The principal occupation of Mr. Lichtenstein
is investing in securities of microcap companies. The principal business of
Services is providing management and advisory services.
Services acquired the 85,600 Shares reported herein for the account of
Quota Fund N.V., a Netherlands Antilles investment corporation ("Quota"). Quota
has its principal office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands
Antilles. Quota granted investment discretion to Soros Fund Management ("SFM")
pursuant to an investment advisory contract. SFM's contract with Quota provides
that SFM is responsible for designing and implementing Quota's overall
investment strategy, for conducting direct portfolio management strategies to
the extent that SFM
<PAGE>
determines that it is appropriate to utilize its own portfolio management
capabilities; for selecting, evaluating and monitoring other investment advisors
who manage separate portfolios on behalf of Quota; and for allocating and
reallocating Quota's assets among the outside managers and itself. In connection
therewith, Quota granted investment discretion to Services pursuant to an
investment advisory contract between Quota and Services (the "Services
Contract"). The 85,600 Shares beneficially owned by Services were acquired at
the direction of Services, and neither SFM nor Quota currently exercises voting
or investment discretion over the Shares.
SFM is a sole proprietorship of which George Soros, a United States
citizen, is the sole proprietor. SFM has its principal office at 888 Seventh
Avenue, 33rd Floor, New York, New York 10106. Its sole business is to serve,
pursuant to contract, as the principal investment manager to several foreign
investment companies, including Quota.
During the past five years, none of Mr. Soros, SFM, Quota or any of the
managing directors of SFM or Quota have been (a) convicted in a criminal
proceeding, or (b) a party to any civil proceeding as a result of which they
have been subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to such laws.
Pursuant to regulations promulgated under Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Act"), and notwithstanding
that neither SFM nor Quota currently exercises voting or investment discretion
over the Shares, Mr. Soros (as the sole proprietor and the person ultimately in
control of SFM) may be deemed a beneficial owner of securities, including the
Shares, held for the account of Quota as a result of the contractual authority
of SFM, upon termination of the Services Contract, to acquire voting and
dispositive power with regard to the Shares. Quota, SFM and Mr. Soros have
advised the Reporting Persons that they are not part of any group for purposes
of Section 13(d)(3) of the Act.
(d) No Reporting Person has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
<PAGE>
(f) Mr. Lichtenstein is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price of the 124,100 Shares owned by Steel
Partners II is $2,564,765. The Shares owned by Steel Partners II were acquired
with partnership funds.
The aggregate purchase price of the 85,600 Shares beneficially owned by
Services is $2,009,112. Such Shares were acquired with funds it manages for
Quota. Pursuant to the Services Agreement with Quota, Services has been
appointed to manage, on a discretionary basis, certain of Quota's assets, which
are maintained in a brokerage account in the name of Quota Fund N.V. (Steel).
The Services Agreement may be terminated by either party at any time.
ITEM 4. PURPOSE OF TRANSACTION.
Steel believes that the Shares of the Issuer at current market prices
present an attractive investment opportunity for capital appreciation.
Steel, based upon an evaluation of the Issuer's operations and future
plans, as well as its own financial status and general economic and market
conditions, may also (a) acquire additional shares of Common Stock in the open
market, in privately negotiated transactions or otherwise, (b) seek to assist
management of the Issuer in formulating and implementing future policy, (c)
consider asking the Issuer to have one or more of its representatives appointed
to the Board of Directors of the Issuer, (d) consider engaging in the
solicitation of proxies to elect its nominees to the Board of Directors of the
Issuer, (e) speak to the Board of Directors of the Issuer regarding ways of
enhancing the shareholders' value, including a potential spinoff or stock
dividend, or (f) to take a combination of any actions described above or below.
Except as stated herein, Steel does not presently have any other
proposals or plans which would result in any event listed in items (a) through
(j) of Item 4 of Schedule 13D however, in the future, based upon an evaluation
of the Issuer's operations and future plans, as well as its own financial
status, it may decide to pursue another course of action. Steel may hold or
dispose of the Shares or may purchase additional shares of Common Stock at such
times as it may determine.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate percentage of Shares of Common Stock reported owned
by each person named herein is based upon 3,810,502 Shares outstanding, which is
the total number of Shares of Common Stock outstanding as reported in the
Issuer's Form 10-Q for the quarter ended March 31, 1996.
As of the close of business on July 31, 1996:
Steel Partners II beneficially owns 124,100 Shares of Common Stock,
constituting approximately 3.3% of the Shares outstanding and Services
beneficially owns 85,600 Shares, constituting approximately 2.2% of the Shares
outstanding. Mr. Lichtenstein beneficially owns 209,700 Shares, representing
approximately 5.5% of the Shares outstanding, by virtue of his authority to vote
and dispose of the 124,100 Shares owned by Steel Partners II and the 85,600
Shares managed by Services.
As a consequence of SFM's ability to terminate the Services Contract
with respect to all investments, including but not limited to those involving
the Shares, and acquire the voting and dispositive power held by Services with
respect to the Shares, notwithstanding that neither SFM nor Quota currently
exercises voting or investment discretion over the Shares, Mr. Soros (in his
capacity as sole proprietor of SFM) may be deemed to be the beneficial owner of
the 85,600 Shares currently held for the account of Quota (representing
approximately 2.2% of the total number of Shares of Common Stock outstanding).
Quota, SFM and Mr. Soros have advised the Reporting Persons that they are not
part of any group for purposes of Section 13(d)(3) of the Act. All of such
Shares were acquired in open-market transactions.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: July 31, 1996 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.,
General Partner
By:/s/ Warren G. Lichtenstein
--------------------------
Warren G. Lichtenstein,
Chief Executive Officer
STEEL PARTNERS SERVICES, LTD.
By:/s/ Warren G. Lichtenstein
--------------------------
Warren G. Lichtenstein,
Chief Executive Officer
/s/ Warren G. Lichtenstein
--------------------------
WARREN G. LICHTENSTEIN
<PAGE>
SCHEDULE A
Transactions in the Shares
Shares of Common
Stock Date of
Purchased/(Sold) Price Per Share Purchase/Sale
---------------- --------------- -------------
STEEL PARTNERS II, L.P.
1,000 $13.685 03/24/94
10,000 14.040 06/30/94
400 14.050 07/01/94
1,000 14.300 07/07/94
1,800 14.415 07/07/94
1,000 14.175 07/08/94
1,000 14.300 07/08/94
5,000 14.290 07/08/94
7,000 14.165 07/08/94
2,000 14.050 07/11/94
2,000 14.165 07/13/94
300 14.165 07/14/94
800 18.150 12/08/94
3,500 18.131 12/09/94
3,000 18.310 12/16/94
2,000 18.060 12/23/94
3,200 22.295 01/19/95
800 22.295 01/20/95
100 22.600 01/24/95
3,000 22.685 01/24/95
400 23.050 01/26/95
4,000 23.185 02/02/95
6,200 23.060 02/03/95
1,400 23.060 02/17/95
800 22.290 04/19/95
2,500 22.290 04/20/95
2,000 22.800 05/18/95
<PAGE>
2,000 22.800 05/26/95
600 22.800 05/31/95
2,000 22.675 06/08/95
1,000 22.675 06/09/95
1,000 22.650 06/13/95
1,000 22.650 06/14/95
1,000 22.675 06/14/95
1,000 22.675 06/15/95
2,000 22.800 06/15/95
1,700 22.685 07/07/95
1,000 23.050 07/14/95
2,700 23.060 07/14/95
1,000 23.050 07/17/95
2,500 24.060 08/03/95
6,500 23.560 08/04/95
500 24.300 08/16/95
2,500 24.175 08/16/95
2,000 24.300 08/17/95
3,500 24.175 08/17/95
2,850 24.060 08/25/95
650 23.675 08/28/95
400 23.550 08/29/95
2,000 23.675 08/29/95
2,000 23.425 09/01/95
1,000 23.175 09/05/95
1,000 23.925 09/08/95
2,500 25.560 07/18/96
100 25.500 07/22/96
2,500 25.310 07/24/96
250 25.350 07/25/96
3,650 25.310 07/26/96
2,500 25.310 07/30/96
1,000 25.185 07/31/96
<PAGE>
STEEL PARTNERS SERVICES, LTD.
4,700 $22.560 07/05/95
1,700 22.685 07/07/95
2,700 23.060 07/14/95
1,000 23.050 07/17/95
500 23.225 07/25/95
2,500 24.060 08/03/95
6,500 23.560 08/04/95
500 24.300 08/16/95
2,500 24.175 08/16/95
2,000 24.300 08/17/95
3,500 24.175 08/17/95
2,850 24.060 08/25/95
650 23.675 08/28/95
400 23.550 08/29/95
2,000 23.675 08/29/95
1,000 23.175 09/05/95
1,000 22.925 09/08/95
37,100 22.770 10/02/95
2,500 25.560 07/18/96
100 25.500 07/22/96
2,500 25.310 07/24/96
250 25.350 07/25/96
3,650 25.310 07/26/96
2,500 25.310 07/30/96
1,000 25.185 07/31/96
WARREN LICHTENSTEIN
None.
<PAGE>
EXHIBIT INDEX
Exhibit Page
1. Joint Filing Agreement 14
<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D dated August __, 1996
(including amendments thereto) with respect to the Common Stock of Dynamics Corp
of America. This Joint Filing Agreement shall be filed as an Exhibit to such
Statement.
Dated: July 31, 1996 STEEL PARTNERS II, L.P.
By: Steel Partners Associates, L.P.
General Partner
By: Steel Partners, Ltd.
General Partner
By:/s/ Warren G. Lichtenstein
--------------------------
Warren G. Lichtenstein,
Chief Executive Officer
STEEL PARTNERS SERVICES, LTD.
By:/s/ Warren G. Lichtenstein
--------------------------
Warren G. Lichtenstein,
Chief Executive Officer
/s/ Warren G. Lichtenstein
-----------------------
WARREN G. LICHTENSTEIN
