SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 3)
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. 3 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 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by adding the following at
the end thereof:
Exhibit
No.
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Exhibit 15 Press Release issued by Dynamics
Corporation of America, dated May 12,
1997 (incorporated by reference to
Exhibit 1 to Amendment No. 46 to the
Schedule 13D of Dynamics Corporation of
America, filed May 12, 1997, with
respect to its investment in CTS
Corporation).
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: May 12, 1997 DYNAMICS CORPORATION OF
AMERICA
By: /s/ Henry V. Kensing
Henry V. Kensing
Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
Exhibit
No. Description
Exhibit 15 Press Release issued by Dynamics
Corporation of America, dated May 12,
1997 (incorporated by reference to
Exhibit 1 to Amendment No. 46 to the
Schedule 13D of Dynamics Corporation of
America, filed May 12, 1997, with
respect to its investment in CTS
Corporation)
