SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 9, 1997
Dynamics Corporation of America
(Exact Name of Registrant as Specified in its Charter)
New York 1-07252 13-0579260
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
475 Steamboat Road, Greenwich, Connecticut 06830
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 869-3211
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
On May 9, 1997, Dynamics Corporation of America
(the "Company") amended its Rights Agreement, dated as of
January 30, 1986, as amended on December 27, 1995 (the
"Rights Agreement"), between the Company and First
National Bank of Boston, as Rights Agent, pursuant to
which Series A Cumulative Participating Preferred Stock
Purchase Rights (the "Rights") were issued to holders of
the common stock, par value $0.10 per share (the "Common
Stock"), of the Company. Capitalized terms used and not
otherwise defined herein shall have the meanings ascribed
to such term in the Rights Agreement, as amended.
The Rights Agreement now provides that the
Board of Directors of the Company shall determine the day
that a Distribution Date occurs following the first
public announcement of the commencement of, or the intent
of any Person (other than the Company) to commence, a
tender or exchange offer for 25% or more of the
outstanding shares of Common Stock.
Without such an amendment, the Rights would
have separated from the common stock on May 10, 1997, as
a result of WHX Corporation's offer to purchase any and
all shares of the Company's Common Stock, as publicly
announced on April 30, 1997.
The foregoing summary of the amendment to the
Rights Agreement is qualified in its entirety by
reference to the text of the amendment, a copy of which
is filed as an exhibit hereto and which is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a)-(b) Not applicable.
(c) Exhibits
4.1 Amendment No. 2, dated as of May 9, 1997, to
the Rights Agreement, dated as of January 30,
1986, as amended on December 27, 1995, between
Dynamics Corporation of America and First
National Bank of Boston, as Rights Agent.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: May 9, 1997
DYNAMICS CORPORATION OF AMERICA
By: /s/ Henry V. Kensing
Henry V. Kensing
Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit
No. Description
4.1 Amendment No. 2, dated as of May 9, 1997, to
the Rights Agreement, dated as of January 30,
1986, as amended on December 27, 1995, between
Dynamics Corporation of America and First
National Bank of Boston, as Rights Agent
AMENDMENT TO RIGHTS AGREEMENT
Amendment No. 2 (this "Amendment"), dated as of
May 9, 1997, to the Rights Agreement, dated as of January
30, 1986, as amended on December 27, 1995 (the "Rights
Agreement"), between Dynamics Corporation of America, a
New York corporation (the "Company"), and First National
Bank of Boston, a national banking association (the
"Rights Agent"). All capitalized terms not otherwise
defined herein shall have the meaning ascribed to such
term in the Rights Agreement.
WHEREAS, the Company deems the following
amendment to the Rights Agreement to be necessary and
desirable and in the best interests of the holders of
Rights Certificates; and
WHEREAS, Section 26 of the Rights Agreement
permits the Company from time to time to supplement and
amend the Rights Agreement.
NOW, THEREFORE, in consideration of the
foregoing and the agreements, provisions and covenants
herein contained, the parties agree as follows:
1. Section 1(g) of the Rights Agreement is hereby
amended to read in its entirety as follows:
"(g) "Distribution Date" shall mean the
earlier to occur of (i) the tenth day after the
Stock Acquisition Date or (ii) such date as the
Board of Directors of the Company shall
determine following the first public
announcement of the commencement of, or the
intent of any Person (other than the Company)
to commence, a tender or exchange offer for 25%
or more of the outstanding shares of Common
Stock."
2. The Rights Agreement shall not otherwise be
supplemented or amended by virtue of this Amendment, but
shall remain in full force and effect. This Amendment
may be executed in one or more counterparts, all of which
shall be considered one and the same amendment and each
of which shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have executed
this Amendment as of the day and year first above
written.
DYNAMICS CORPORATION OF AMERICA
By /s/ Henry V. Kensing
Name: Henry V. Kensing
Title: Vice President,
General Counsel and
Secretary
FIRST NATIONAL BANK OF BOSTON
By /s/ Virginia L. Knowlton
Name: Virginia L. Knowlton
Title: Authorized Signatory
