SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________.
Commission file number 1-7252
DYNAMICS CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
NEW YORK 13-0579260
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
475 STEAMBOAT ROAD, GREENWICH, CONNECTICUT 06830-7197
Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 203-869-3211
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock, $.10 par value New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K. (X)
The aggregate market value of the voting stock of the registrant held
by non-affiliates, based upon the closing sale price of the common stock on
July 30, 1997, was approximately $166,174,000. As of July 30, 1997, there
were 3,834,031 shares of the registrant's voting common stock and 3,569
shares of the registrant's non-voting common stock outstanding.
Exhibit Index on Page 5
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
The report of independent auditors, dated February 26, 1997, with
respect to the consolidated financial statements and schedules of Dynamics
Corporation of America, is filed herewith.
(3) Exhibits
Exhibit No. Description
24.1 Powers of Attorney
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended report to
be signed on its behalf by the undersigned, thereunto duly authorized.
DYNAMICS CORPORATION OF AMERICA
/s/ Patrick J. Dorme August 13, 1997
____________________________________
(Signature)
Patrick J. Dorme - Vice President-
Finance and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this amended report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the date indicated.
/s/ Andrew Lozyniak August 13, 1997
_________________________________
Andrew Lozyniak - Chairman of the Board
and President
/s/ Henry V. Kensing August 13, 1997
__________________________________
Henry V. Kensing - Director, Vice President,
General Counsel and Secretary
/s/ Patrick J. Dorme August 13, 1997
___________________________________
Patrick J. Dorme - Director, Vice President -
Finance and Chief Financial Officer
/s/ Stanley J. Aris August 13, 1997
___________________________________
Stanley J. Aris - Director
/s/ Harold Cohan August 13, 1997
___________________________________
Harold Cohan - Director
* August 13, 1997
___________________________________
Jeannine M. Davis - Director
/s/ Frank A. Gunther August 13, 1997
____________________________________
Frank A. Gunther - Director
/s/ Russell H. Knisel August 13, 1997
____________________________________
Russell H. Knisel - Director
/s/ George T. Newhart August 13, 1997
____________________________________
George T. Newhart - Director
/s/ Saul Sperber August 13, 1997
_____________________________________
Saul Sperber - Director
/s/ Ronald E. Steiner August 13, 1997
____________________________________
Ronald E. Steiner - Director
/s/ John A. Thompson August 13, 1997
____________________________________
John A. Thompson - Director
* August 13, 1997
____________________________________
Joseph P. Walker - Director
/s/ M. Gregory Bohnsack August 13, 1997
____________________________________
M. Gregory Bohnsack - Corporate Controller
and Principal Accounting Officer
* George T. Newhart, by signing his name hereto, does hereby execute
this amended report on behalf of the directors and officers of the
Registrant indicated above by asterisks, pursuant to powers of attorney
duly executed by such directors and officers and filed as exhibits hereto.
By: /s/ George T. Newhart
_______________________________
George T. Newhart
Report of Ernst & Young LLP, Independent Auditors
ERNST & YOUNG LLP 1111 Summer Street Phone: 203 326 8200
Stamford, Connecticut 06905 Fax: 203 358 9644
To the Board of Directors and Stockholders of Dynamics Corporation of
America
We have audited the accompanying consolidated balance sheets of
Dynamics Corporation of America as of December 31, 1996 and 1995, and
the related consolidated statements of income, stockholders' equity,
and cash flows for each of the three years in the period ended
December 31, 1996. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits. The
financial statements of CTS Corporation (a corporation in which the
Company had a 44.1% interest at December 31, 1996) have been audited
by other auditors whose report has been furnished to us; insofar as
our opinion on the consolidated financial statements relates to data
included for CTS Corporation, it is based solely on their report.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the report of
other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of other auditors,
the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Dynamics
Corporation of America at December 31, 1996 and 1995, and the
consolidated results of its operations and its cash flows for each of
the three years in the period ended December 31, 1996, in conformity
with generally accepted accounting principles.
/s/ Ernst & Young LLP
February 26, 1997
EXHIBIT INDEX
Exhibit No. Description
24.1 Powers of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints George T. Newhart her true and lawful
attorney-in-fact and agent, with full power of substitution, for her
and in her name, place and stead, in any and all capacities, in
connection with the Dynamics Corporation of America Annual Report on
Form 10-K for the year ended December 31, 1996 (the "Form 10-K")
under the Securities Exchange Act of 1934, as amended, including,
without limiting the generality of the foregoing, to sign the Form
10-K in the name and on behalf of the undersigned as a director of
the Corporation, and any amendments or supplements to the Form 10-K
filed with the Securities and Exchange Commission and any applicable
securities exchange or securities self-regulatory body, granting
unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully as to all intents and
purposes as she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
6th day of August, 1997.
/s/ Jeannine M. Davis
__________________________
Jeannine M. Davis
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints George T. Newhart his true and lawful
attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, in
connection with the Dynamics Corporation of America Annual Report on
Form 10-K for the year ended December 31, 1996 (the "Form 10-K")
under the Securities Exchange Act of 1934, as amended, including,
without limiting the generality of the foregoing, to sign the Form
10-K in the name and on behalf of the undersigned as a director of
the Corporation, and any amendments or supplements to the Form 10-K
filed with the Securities and Exchange Commission and any applicable
securities exchange or securities self-regulatory body, granting
unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully as to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
6th day of August, 1997.
/s/ Joseph P. Walker
_________________________
Joseph P. Walker
