SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 5)
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. 5 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. Description
Exhibit 16 Press Release issued by Dynamics Corporation of
America, dated June 13, 1997
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 13, 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 16 Press Release issued by Dynamics Corporation of America,
dated June 13, 1997
Greenwich, Connecticut -- June, 13, 1997 -- Dynamics Corporation of
America (NYSE:DCA) announced today that Judge Gerard L. Goettel of the
United States District Court for the District of Connecticut has denied WHX
Corporation's motion for a preliminary injunction which would have
compelled Dynamics to redeem its Shareholder Rights Plan in order to allow
WHX's tender offer for Dynamics shares to proceed.
Dynamics recommends that shareholders who wish to receive cash for
their shares accept the tender offer by CTS Corporation for approximately
50% of the Dynamics shares at $56.25 per share. The offer is scheduled to
expire at midnight tonight. All Dynamics' shares not purchased in the
tender offer will be converted in a merger into 0.88 shares of CTS stock.
WHX's tender offer, at $56 per share for all shares, is also scheduled to
expire at midnight tonight.
Dynamics also announced that Judge Charles Edward Ramos of the
Supreme Court of the State of New York has denied a motion by a Dynamics
shareholder for a preliminary injunction which also would have compelled
Dynamics to redeem its Rights Plan.
