SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT (AMENDMENT NO. 1) 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 by SB Acquisition Corp., a New York corporation and a wholly owned
subsidiary of WHX Corporation, a Delaware corporation, to purchase up to 649,000
shares of Common Stock, par value $.10 per share of the Company, including the
associated Common Stock Purchase Rights. 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.*
(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.*
<PAGE>
(7) Text of Press Release, issued by WHX Corporation on
March 31, 1997.*
(8) Summary Advertisement published on April 1, 1997.*
(9) Text of Press Release, issued by WHX Corporation on
April 9, 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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<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 9, 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
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(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 WHX Corporation on
March 31, 1997.*
(8) Summary Advertisement published on April 1, 1997.*
(9) Text of Press Release, issued by WHX Corporation on
April 9, 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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WHX INCREASES OFFER FOR DYNAMICS CORP.
OF AMERICA TO $45 PER SHARE;
MODIFIES OTHER TERMS OF TENDER OFFER
New York, N.Y. -- April 9, 1997 -- WHX Corporation (NYSE:WHX)
announced today that its wholly-owned subsidiary SB Acquisition Corp. is
amending its tender offer for Dynamics Corporation of America (NYSE:DYA), which
was first announced on March 31, 1997, in the following respects:
First, it is increasing the price per share being offered from
$40 to $45. Concurrently with that change, the price to be paid for all
remaining shares in a subsequent cash merger is also being increased from $40 to
$45 per share.
Second, the number of shares sought to be purchased in the
tender offer is being fixed at up to 649,000, or 17% of the outstanding shares.
Together with the 2.9% of Dynamics Corp. stock already owned, upon completion of
the tender offer the percentage owned by SB Acquisition Corp. would be up to
19.9%. As previously announced, there is no minimum number of shares being
sought.
Third, a valid tender will no longer require that a tendering
stockholder be a record holder as of March 14, 1997 or otherwise hold an
irrevocable proxy from a record holder as of that date.
As previously announced, WHX intends to solicit proxies at the
annual meeting of Dynamics Corp., scheduled for Friday, May 2, 1997, to elect
its slate of four nominees to the Board of Directors and to amend the company's
by-laws.
<PAGE>
WHX believes that the $45 per share price now being offered,
through SB Acquisition Corp.'s tender offer and through WHX's proposal for a
cash merger, represents an attractive price for Dynamics Corp. WHX remains
willing to negotiate an amicable agreement to acquire Dynamics Corp. and thereby
avoid the necessity of a proxy contest for corporate control. As previously
announced, WHX has no plan to increase the ownership stake in CTS Corporation
(NYSE:CTS) held by Dynamics Corp. or to change the current relationship between
the two companies.
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