SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT (AMENDMENT NO. 5) PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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DYNAMICS CORPORATION OF AMERICA
(Name of Subject Company)
WHX CORPORATION
SB ACQUISITION CORP.
(Bidders)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
268039 10 4
(CUSIP Number of Class of Securities)
MR. RONALD LABOW
CHAIRMAN OF THE BOARD
WHX CORPORATION
110 EAST 59TH STREET
NEW YORK, NY 10022
TELEPHONE: (212) 355-5200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
with a copy to:
ILAN K. REICH, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 753-7200
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This Statement amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission on March 31,
1997, as previously amended and supplemented, by SB Acquisition Corp.
("Purchaser"), a New York corporation and a wholly owned subsidiary of WHX
Corporation, a Delaware corporation ("Parent"), to purchase up to 649,000 shares
of Common Stock, par value $.10 per share (the "Shares") of the Company,
including the associated Common Stock Purchase Rights issued pursuant to the
Rights Agreement, dated as of January 30, 1986, as amended on December 27, 1995,
between the Company and First National Bank of Boston, as Rights Agent, at a
price of $45 per Share, 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 March 31, 1997, as amended and supplemented from time to time (the "Offer
to Purchase") and in the related Letters of Transmittal (which, together with
any amendments or supplements thereto, constitute the "Offer"). Capitalized
terms used and not defined herein shall have the meanings assigned to such terms
in the Offer to Purchase and the Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) (1) Offer to Purchase, dated March 31, 1997.*
(2) Letter of Transmittal.*
(3) Notice of Guaranteed Delivery.*
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* Previously provided.
<PAGE>
(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(5) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other
Nominees.*
(6) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.*
(7) Text of Press Release, issued by Parent on March 31,
1997.*
(8) Summary Advertisement published on April 1, 1997.*
(9) Text of Press Release, issued by Parent on April 9,
1997.*
(10) First Supplement to Offer to Purchase, dated April 9,
1997.*
(11) Revised Letter of Transmittal*
(12) Revised Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(13) Revised Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(14) Second Supplement to Offer to Purchase, dated April
15, 1996.*
(15) Revised Letter of Transmittal.*
(16) Revised Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(17) Revised Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(18) Revised Notice of Guaranteed Delivery.*
(19) Complaint in DYNAMICS CORPORATION OF AMERICA vs. WHX
CORPORATION AND SB ACQUISITION CORP. (3:97 CV 702
(GLG)) filed in the United States District Court,
District of Connecticut, on April 14, 1997.*
(20) Text of Press Release, issued by Parent on April 29,
1997.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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<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: April 29, 1997
WHX CORPORATION
By:/S/ STEWART E. TABIN
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Name: Stewart E. Tabin
Title: Assistant Treasurer
SB ACQUISITION CORP.
By: /S/ STEWART E. TABIN
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Name: Stewart E. Tabin
Title: Vice President
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<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER PAGE
(a) (1) Offer to Purchase, dated March 31, 1997.*
(2) Letter of Transmittal.*
(3) Notice of Guaranteed Delivery.*
(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(5) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other
Nominees.*
(6) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.*
(7) Text of Press Release, issued by Parent on March 31,
1997.*
(8) Summary Advertisement published on April 1, 1997.*
(9) Text of Press Release, issued by Parent on April 9,
1997.*
(10) First Supplement to Offer to Purchase, dated April 9,
1997.*
(11) Revised Letter of Transmittal*
(12) Revised Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(13) Revised Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(14) Second Supplement to Offer to Purchase dated April
15, 1997.*
(15) Revised Letter of Transmittal.*
(16) Revised Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(17) Revised Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(18) Revised Notice of Guaranteed Delivery.*
(19) Complaint in DYNAMICS CORPORATION OF AMERICA vs. WHX
CORPORATION AND SB ACQUISITION CORP. (3:97 CV 702
(GLG)) filed in the United States District Court,
District of Connecticut, on April 14, 1997.*
(20) Text of Press Release, issued by Parent on April 29,
1997.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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* Previously provided.
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Exhibit 99.a(20)
New York -- April 29, 1997 -- WHX Corporation (NYSE: WHX)
announced today that Federal District Court Judge Gerard Goettel has issued an
order which preliminarily enjoins the tender offer for up to 649,000 shares
(approximately 17%) of Dynamics Corporation of America until twenty calendar
days after certain corrective disclosures are made. The tender offer is
currently scheduled to expire at midnight tonight.
WHX is currently reviewing the court's order and will announce
its response in the near future. At the present time, approximately one million
shares of Dynamics Corp. stock were tendered to the depository.
