SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT (AMENDMENT NO. 7) PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
-------------------------------
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
-------------------------------
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 any and all 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, including the First Supplement dated
April 9, 1997, the Second Supplement dated April 15, 1997 and the Third
Supplement dated April 30, 1997, 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.
<PAGE>
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 is hereby amended and supplemented by reference to the press
release filed herewith as Exhibit a(23).
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.*
(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.*
(21) Text of Press Release, issued by Parent on April 30,
1997.*
(22) Third Supplement to Offer to Purchase, dated April
30, 1997.*
(23) Text of Press Release, issued by Parent on May 1,
1997.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
- --------
* Previously provided.
-2-
<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: May 1, 1997
WHX CORPORATION
By: /s/ STEWART E. TABIN
----------------------------
Name: Stewart E. Tabin
Title: Assistant Treasurer
SB ACQUISITION CORP.
By: /s/ STEWART E. TABIN
-----------------------------
Name: Stewart E. Tabin
Title: Vice President
-3-
<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.*
(21) Text of Press Release, issued by Parent on April 30,
1997.*
(22) Third Supplement to Offer to Purchase, dated April
30, 1997.*
(23) Text of Press Release, issued by Parent on May 1,
1997.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
- --------
* Previously provided.
-4-
New York -- May 1, 1997 -- WHX Corporation (NYSE: WHX) announced today
that Dynamics Corp. of America (NYSE: DYA) has conceded as currently
"immaterial" the issue of whether WHX formed an illegal and undisclosed 13D
"group" with Warren Lichtenstein and Steel Partners. A trial on this issue was
originally scheduled for May 5, 1997. In a conference call today with Judge
Goettel, attorneys for Dynamics Corp. of America requested an indefinite
adjournment based on the rationale that the issue was not material to WHX's
amended tender offer, announced yesterday, for any and all shares of Dynamics
Corp. of America at $45 per share. The court granted this request.
