SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT (AMENDMENT NO. 9) 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.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE
BIDDER.
Item 11 is hereby amended and supplemented by reference to the Notice
to the Company dated May 8, 1997 pursuant to Article I, Sections 10 and 11 of
the Company's By-laws in connection with the Company's 1997 Annual Meeting of
Shareholders filed herewith as Exhibit a(25).
<PAGE>
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.*
(24) Motion to Amend Counterclaims and Proposed Answer and
First Amended Counterclaims 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 May 5,
1997.*
(25) Notice to the Company dated May 8, 1997 pursuant to
Article I, Sections 10 and 11 of the Company's
By-laws in connection with the Company's 1997 Annual
Meeting of Shareholders.
(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: May 9, 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
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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.*
(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.*
(24) Motion to Amend Counterclaims and Proposed Answer and
First Amended Counterclaims 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 May 5,
1997.*
(25) Notice to the Company dated May 8, 1997 pursuant to
Article I, Sections 10 and 11 of the Company's
By-laws in connection with the Company's 1997 Annual
Meeting of Shareholders.
(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 CORPORATION
SB ACQUISITION CORP.
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
May 8, 1997
BY HAND AND CERTIFIED MAIL
RETURN RECEIPT REQUESTED
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Dynamics Corporation of America
475 Steamboat Road
Greenwich, Connecticut 06830
Attention: Secretary
RE: SHAREHOLDER'S NOTICE
------------------------
Ladies and Gentlemen:
On behalf of WHX Corporation, a Delaware corporation ("WHX") and SB
Acquisition Corp. ("SB"), a New York corporation and a shareholder of Dynamics
Corporation of America ("DCA" or the "Company"), notice is hereby given,
pursuant to Article I, Sections 10 and 11 of the By-laws of DCA ("By-laws")
that:
1. SB hereby nominates the following persons for election as
directors of DCA at its 1997 Annual Meeting of Shareholders to
be held on August 1, 1997 (the "Annual Meeting"):
Ronald LaBow, Stewart E. Tabin, Neale X. Trangucci
(collectively, the "Firm Nominees") and Howard Mileaf, Marvin
L. Olshan and Paul W. Bucha (collectively, the "Additional
Nominees" and together with the Firm Nominees, the
"Nominees").
See below for biographical information in respect of the
Nominees.
2. SB hereby proposes that the following resolution be adopted at
the Annual Meeting:
RESOLVED, that the shareholders of the Company recommend and
deem it desirable and in the best long-term and short-term interests of
the Company and its shareholders, considering, among other things, the
prospect for potential growth, development, productivity and
profitability of the Company,
<PAGE>
that the Board of Directors take all actions necessary either (1) to
effect the merger of the Company with and into SB Acquisition Corp., a
wholly owned subsidiary of WHX Corporation at a cash merger price of
$45 per share (the "Merger"); or (2), if any other party is ready,
willing and able to pay cash consideration to all shareholders in
excess of $45 per share, to effect a sale, or merger of the Company to
such party (the "Alternative Transaction"), and that in connection with
the foregoing, the Board should, without limitation, (i) eliminate the
Company's "poison pill" by redeeming pursuant to Section 23 of 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
license agent, (the "Rights Agreement"), all outstanding Rights to
purchase shares of Company's Common stock under the Rights Agreement;
(ii) approve the Merger or other transaction under Section 912(b) of
the New York Business Corporation Law; and (iii) remove any other
anti-take over devices impeding either the Merger or Alternative
Transaction.
The purpose of such resolution is to provide shareholders with a
non-binding referendum for the Board's guidance on whether the acquisition of
the Company by WHX and SB at $45 per share is in the best short and long term
interests of the Company and its shareholders. WHX and SB reserve the right to
make drafting changes in the resolution necessary to conform to any comments
received by the Securities and Exchange Commission in the proxy clearance
process.
DIRECTOR NOMINEES
At the Annual Meeting, WHX and SB plan to propose six nominees to the
Board of Directors of DCA and a shareholder resolution requesting the Board of
Directors to remove the anti-takeover impediments to WHX's tender offer. On
April 11, 1997, DCA took action to increase the size of its Board of Directors
from seven to nine members, resulting in the Board of Directors being divided
into three classes of directors rather than two. WHX contends that this action
is illegal because, among other things, DCA's charter improperly grants the
Board of Directors, rather than shareholders, the discretion to re-classify the
Board from two to three classes. WHX contends, among other things, that under
applicable New York law a company's charter can specify only one category of
board classification, not multiple classifications as is the case with DCA's
charter.
Furthermore, through its action on April 11 the current Board
improperly extended the terms of six current directors for one year beyond the
two-year terms to which they were originally elected in 1995 and 1996. WHX
contends that this action is also illegal under applicable New York law. WHX has
filed the Answer and First
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<PAGE>
Amended Counterclaims with the United States District Court, District of
Connecticut to have these issues resolved. In the event WHX is successful, all
of the Nominees will be nominated for election as directors at the Annual
Meeting. In the event WHX is not successful, only the Firm Nominees will be
nominated for election as directors at the Annual Meeting.
The following table sets forth (i) the name, age, business address and
residential address of each of the Nominees, (ii) the principal occupation or
employment of each of the Nominees, (iii) the class and number of shares of
common stock of DCA which are beneficially owned by each of the Nominees or by
any entity with which that entity is affiliated, and (iv) any other information
relating to each of the Nominees that would be required to be disclosed in
solicitations for proxies for election of directors pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended, if DCA where subject
thereto:
WHX NOMINEES FOR DIRECTORS:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS NUMBER OF SHARES
NAME, AGE, PRINCIPAL BUSINESS EXPERIENCE OF COMMON STOCK
ADDRESS AND RESIDENTIAL DURING LAST FIVE YEARS; CURRENT BENEFICIALLY
ADDRESS DIRECTORSHIPS(L) OWNED
- ------------------------------------ --------------------------------------------------- --------------------
<S> <C> <C>
FIRM NOMINEES:
Ronald LaBow (62)...................... Chairman of the Board of Directors of WHX -(2)
110 East 59th Street since July 1994; Chairman of the Board of
New York, New York 10022 Directors of Wheeling-Pittsburgh Corporation
("WPC") since 1991; President, Stonehill
641 Fifth Avenue Investment Corp. (a private investment
New York, New York 10022 management company) since February 1990.
Formerly with Neuberger & Berman, a New York
based investment advisory and management firm,
from 1978 to 1990, where he was in charge of
investing a portion of the firm's proprietary
trading account in bankruptcy and workout
situations. Mr. LaBow received a B.S. in 1959
from the University of Illinois and an M.B.A.
in 1961 from the Columbia University Graduate
School of Business. He also hold two law
degrees and is a member of the New York State
bar. Mr. LaBow is also a director of Regency
Equities Corp., a real estate company.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS NUMBER OF SHARES
NAME, AGE, PRINCIPAL BUSINESS EXPERIENCE OF COMMON STOCK
ADDRESS AND RESIDENTIAL DURING LAST FIVE YEARS; CURRENT BENEFICIALLY
ADDRESS DIRECTORSHIPS(L) OWNED
- ------------------------------------ --------------------------------------------------- --------------------
<S> <C> <C>
Stewart E. Tabin (40).................. Assistant Treasurer of WHX since August 1994; -(2)
110 East 59th Street Assistant Treasurer of WPC since January 1991;
New York, New York 10022 Vice President of Stonehill Investment Corp.
since February 1990. Prior thereto, Mr. Tabin
10 Iris Lane was at Neuberger & Berman since 1985, where he
Chappaqua, New York 10514 worked with Mr. LaBow in investing a portion
of the firm's proprietary trading account in
bankruptcy and workout situations. From 1986
to 1989, Mr. Tabin was also in charge of the
Liberty Fund, an open-end investment company
managed by Neuberger & Berman that invested in
high-yield securities. Before joining
Neuberger & Berman, he practiced bankruptcy
and creditors' rights law with the firm of
Wachtell, Lipton, Rosen & Katz in New York
City. Mr. Tabin received a B.S. in 1978 from
the Wharton School, University of Pennsylvania
(Cum Laude), and a J.D. in 1982 from the New
York University School of Law (executive
editor of the New York University Law Review).
Neale X. Trangucci (40)................ Assistant Treasurer of WHX since August 1994; -(2)
110 East 59th Street Assistant Treasurer of WPC since January 1991;
New York, New York 10022 Vice President of Stonehill Investment Corp.
since February 1990. Prior thereto, Mr.
125 Hillcrest Avenue Trangucci was at Neuberger & Berman since
Summit, New Jersey 07901 1988, where he worked with Mr. LaBow in
investing a portion of the firm's proprietary
trading account in bankruptcy and workout
situations. Prior to joining Neuberger &
Berman, he was a Vice President in Salomon
Brothers Inc.'s Restructuring Group in the
firm's Merchant Banking division. Before
joining Salomon Brothers, he was a Second Vice
President at Continental Bank in the workout
group for six years. Mr. Trangucci received a
B.S. in 1979 from Bucknell University (Magna
Cum Laude) and a Master's Degree in
International Relations in 1981 from Columbia
University.
Additional Nominees:
Howard Mileaf (60)..................... Vice President, Special Counsel of WHX since -(2)
110 East 59th Street April 1993; Consultant from August 1991 to
New York, New York 10022 April 1993; Vice President and General
Counsel, Keene Corporation, from August 1981
64 Brookdale Court to August 1991; Trustee/Director of Neuberger
Highland Park, New Jersey & Berman Equity Mutual Funds since 1984.
08904
Marvin L. Olshan (69).................. Partner, Olshan Grundman Frome & Rosenzweig -(2)
505 Park Avenue LLP since 1956; Director and Secretary of WHX;
New York, New York 10022 Principal Partner of COL Properties, LLC, a
company that owns and operates a 100 acre
45 Sutton Place South industrial and office realty park in East
Apt. 18L Setauket, New York that contains office
New York, New York 10022 buildings, industrial buildings and medical
office buildings, since 1985; Vice Chairman
and Trustee of North American Mortgage
Investors from 1968 through 1979; Chairman and
President of Regency Equities Corp. from 1984
through 1990. Mr. Olshan received a B.S.
degree in 1949 from Purdue university and J.D.
in 1952 from the Yale University Law School.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS NUMBER OF SHARES
NAME, AGE, PRINCIPAL BUSINESS EXPERIENCE OF COMMON STOCK
ADDRESS AND RESIDENTIAL DURING LAST FIVE YEARS; CURRENT BENEFICIALLY
ADDRESS DIRECTORSHIPS(L) OWNED
- ------------------------------------ --------------------------------------------------- --------------------
<S> <C> <C>
Paul W. Bucha (53)..................... Director of WHX since May 1993; President, -(2)
Foot of Chapel Avenue Congressional Medal of Honor Society of the
Jersey City, New Jersey 07305 United States, since September 1995;
President, Paul W. Bucha & Company, an
366-E Heritage Hills international consulting firm, since July
Somers, NY 10589 1979; President, BLHJ, Inc., an international
consulting firm, since July 1991; President,
The Sperry Group, the general partner of a
real estate partnership, from August 1986 to
January 1992.
</TABLE>
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(1) In July 1994, WHX was created as the new holding company of the WPC
group of companies, and WPC became a wholly-owned subsidiary of WHX.
(2) SB, a wholly-owned subsidiary WHX, owns 109,861 shares of DCA's common
stock, par value $10 per share.
INFORMATION WITH RESPECT TO SB
The record address of SB Acquisition Corp., a New York corporation is
110 East 59th Street, New York, New York 10022. SB beneficially owns 109,861
shares of DCA's common stock, par value $.10 per share. Approval of the business
proposed at the Annual Meeting will enhance SB's ability to acquire DCA.
Very truly yours,
SB Acquisition Corp.
By: /S/ RONALD LABOW
---------------------------
Ronald Labow, President
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