SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 4)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
Dynamics Corporation of America
(Name of Subject Company)
Dynamics Corporation of America
(Name of Person(s) Filing Statement)
Common Stock, par value $0.10 per share
(Including the associated Series A Cumulative
Participating Preferred Stock Purchase Rights)
(Title of Class of Securities)
268039 10 4
(CUSIP Number of Class of Securities)
Henry V. Kensing
Vice President, General
Counsel and Secretary
475 Steamboat Road
Greenwich, Connecticut 06830-7197
(203) 869-3211
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of the person(s)
filing statement).
With a Copy to:
Alan C. Myers
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
This Amendment No. 4 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, as amended (the
"Schedule 14D-9"), of Dynamics Corporation of America (the "Company"),
filed in connection with the tender offer by SB Acquisition Corp., a
wholly owned subsidiary of WHX Corporation, for shares of common stock
(including the associated Series A Cumulative Participating Preferred
Stock Purchase Rights) of the Company. Capitalized terms used herein
shall have the definitions set forth in the Schedule 14D-9.
Item 4. The Solicitation or Recommendation.
Item 4(b) is hereby amended by adding the following at the end
thereof:
On April 14, 1997, the Company commenced litigation against WHX
in Federal District Court in Connecticut (the "Connecticut Court")
alleging, among other things, violations of the federal securities laws.
On April 17, 1997, WHX filed a counterclaim in the action pending in the
Connecticut Court seeking a declaratory judgment that Article XV of the
Charter is invalid and unenforceable. Subsequently, WHX amended its
counterclaim, among other things, to challenge certain actions taken by
the Company Board at its April 11, 1997 meeting.
On April 29, 1997, the Connecticut Court entered a preliminary
injunction against WHX in connection with WHX's Offer. The Connecticut
Court ordered WHX to make further and complete disclosures on certain
issues and to extend its tender offer for an additional 20 days.
On April 30, 1997, WHX amended its offer to provide that WHX is
offering to purchase any and all outstanding Shares and to condition its
tender offer on the inapplicability of the Rights Plan and Section 912
of the BCL.
On May 7, 1997, the Board adopted an amendment to the Rights
Plan to prevent the Rights from separating from the Common Stock as a
result of WHX amending its offer to purchase any and all Shares. See the
Company's Form 8-K, as filed with the Commission on May 9, 1997.
On May 9, 1997, the Company, CTS Corporation ("CTS") and a
subsidiary of CTS ("Sub") executed an Agreement and Plan of Merger (the
"CTS Merger Agreement") pursuant to which a subsidiary of CTS commenced
a tender offer (the "CTS Offer") to purchase up to 49.9% of the Shares
at $55 per Share in cash, to be followed by a merger (the "CTS Merger")
of the Company into such subsidiary in which each remaining Share would
be converted into the right to receive 0.88 shares of CTS common stock.
WHX has sent a notice, dated May 8, 1997, to the Company, in
compliance with the Company's advance notice By-law provisions adopted
on April 11, 1997 (i) nominating six persons for election to the Board
at the Annual Meeting and (ii) proposing that a non-binding shareholder
resolution be presented to the Company's shareholders at the Annual
Meeting recommending that the Board take all actions necessary,
including removing any anti-takeover devices of the Company, to effect
WHX's Offer or to effect a transaction with a third party for cash
consideration in excess of $45 per Share. On May 9, 1997, WHX filed
revised preliminary proxy materials with the Commission relating to the
solicitation of proxies by WHX for use at the Annual Meeting regarding
these matters.
On May 16, 1997, CTS commenced the CTS Offer.
On May 27, 1997, WHX amended its offer to increase the price to
$56 per Share. WHX's Offer is now scheduled to expire at midnight on
June 13, 1997. In a press release announcing the amendment to its offer,
WHX stated that the only impediment to its offer is the condition that
the Company rescind certain "anti-takeover devices," including the
Rights Plan. The CTS Merger Agreement prohibits redemption of the
Rights.
On May 28, 1997, CTS and Sub sent a letter to the Company
requesting that the Board reconfirm its approval and recommendation of
the CTS Offer, the CTS Merger and the CTS Merger Agreement. The CTS
Merger Agreement provides that CTS may terminate the CTS Merger
Agreement if the Board fails to reconfirm its approval or recommendation
of the CTS Offer, the CTS Merger or the CTS Merger Agreement within five
business days after a written request from CTS to do so.
On May 29, 1997, WHX filed a counterclaim in the action pending
in the Connecticut Court seeking, among other things, an injunction
requiring the Company to redeem the Rights and approve WHX's Offer for
purposes of Section 912(b) of the BCL.
On May 29 and 30, 1997, representatives of CTS and the Company
held discussions regarding the actions, if any, to be taken in response
to the $56 per Share price offered by WHX in its offer.
On May 30 and June 2, 1997, the Board met with its financial and
legal advisors to consider the amended WHX Offer and the CTS Offer and
CTS Merger. The Board did not take any action at either of these
meetings.
On the morning of June 2, 1997, representatives of CTS and the
Company met to consider a possible increase in the CTS Offer price.
Later that day, CTS indicated to the Company that CTS had determined to
increase the CTS Offer price to $56.25 per Share. That evening, CTS
issued a press release and amended its Tender Offer Statement on
Schedule 14D-1, dated May 16, 1997, as amended, among other things, to
disclose such increase.
On June 4, 1997, the Board met with its financial and legal
advisors to consider WHX's amended Offer and the May 28, 1997 letter
from CTS and Sub. The Board resolved to reconfirm its approval and
recommendation of the CTS Offer, the CTS Merger and the CTS Merger
Agreement, and the Company sent a letter to CTS to this effect.
In addition, at its June 4 meeting, the Board determined not to
redeem the Rights or otherwise amend the Rights Plan to make it
inapplicable to WHX's Offer and not to approve WHX's Offer for purposes
of Section 912(b) of the BCL.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: June 5, 1997 DYNAMICS CORPORATION OF AMERICA
By: /s/ Henry V. Kensing
Henry V. Kensing
Vice President, General Counsel and
Secretary
