SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT (AMENDMENT NO. 11) 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, the Third Supplement
dated April 30, 1997 and the Fourth Supplement dated May 27, 1997 (the "Fourth
Supplement"), 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 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT
COMPANY.
Item 3 is hereby amended and supplemented by reference to Section 3 of
the Fourth Supplement.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
<PAGE>
Item 4 is hereby amended and restated by reference to Section 2 of the
Fourth Supplement.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE
BIDDER.
Item 5 is hereby amended and supplemented by reference to Section 3 of
the Fourth Supplement.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented by reference to Section 4 of
the Fourth Supplement.
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.*
(26) Text of Press Release, issued by Parent on May 20,
1997.*
(27) Fourth Supplement to Offer to Purchase, dated May 27,
1997
(28) Text of Press Release, issued by Parent on May 27,
1997.
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* Previously provided.
-2-
<PAGE>
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
-3-
<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 27, 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
-4-
<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.*
(26) Text of Press Release, issued by Parent on May 20,
1997.*
(27) Fourth Supplement to Offer to Purchase, dated May 27,
1997
(28) Text of Press Release, issued by Parent on May 27,
1997.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
- --------
* Previously provided.
-5-
EXHIBIT (A)(27)
---------------
FOURTH SUPPLEMENT, DATED MAY 27, 1997,
TO THE OFFER TO PURCHASE DATED MARCH 31, 1997
SB ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
WHX CORPORATION
OFFERS TO PURCHASE FOR CASH ANY AND ALL SHARES OF
COMMON STOCK (INCLUDING THE ASSOCIATED RIGHTS) OF
DYNAMICS CORPORATION OF AMERICA
AT AN INCREASED PRICE OF $56 PER SHARE
------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, JUNE 13, 1997, UNLESS THE OFFER IS EXTENDED. THE OFFER IS NOT
SUBJECT TO ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS (1) THE RIGHTS (AS DEFINED IN
THE OFFER TO PURCHASE) HAVING BEEN REDEEMED BY THE BOARD OF DIRECTORS OF
DYNAMICS CORPORATION OF AMERICA OR SB ACQUISITION CORP. BEING SATISFIED, IN ITS
REASONABLE JUDGMENT, THAT THE RIGHTS HAVE BEEN INVALIDATED OR ARE OTHERWISE
INAPPLICABLE TO THE OFFER AND THE MERGER (AS DEFINED IN THE OFFER TO PURCHASE)
AND (2) SB ACQUISITION CORP. BEING SATISFIED, IN ITS REASONABLE JUDGEMENT, THAT
THE RESTRICTIONS CONTAINED IN THE NEW YORK BUSINESS COMBINATION LAW (AS DEFINED
HEREIN) WILL NOT APPLY TO THE ACQUISITION OF SHARES PURSUANT TO THE OFFER OR TO
THE MERGER. SEE SECTIONS 13 AND 14 OF THE OFFER TO PURCHASE. THE OFFER IS NOT
SUBJECT TO FINANCING.
------------------------
IMPORTANT
Any shareholder desiring to tender all or any portion of such
shareholder's Shares (as defined herein) should either (i) complete and sign the
Letter of Transmittal (or a facsimile thereof) in accordance with the
instructions in the Letter of Transmittal, have such shareholder's signature
thereon guaranteed if required by Instruction 1 to the Letter of Transmittal,
mail or deliver the Letter of Transmittal (or such facsimile thereof) and any
other required documents to the Depositary and either deliver the certificates
for such Shares to the Depositary along with the Letter of Transmittal (or a
facsimile thereof) or deliver such Shares pursuant to the procedure for
book-entry transfer set forth in Section 3 of the Offer to Purchase prior to the
expiration of the Offer or (ii) request such shareholder's broker, dealer,
commercial bank, trust company or other nominee to effect the transaction for
such shareholder.
A shareholder having Shares registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such broker,
dealer, commercial bank, trust company or other nominee if such shareholder
desires to tender such Shares. Any shareholder who desires to tender Shares and
whose certificates for such Shares are not immediately available, or who cannot
comply with the procedures for book-entry transfer described in the Offer to
Purchase on a timely basis, may tender such Shares by following the procedures
for guaranteed delivery set forth in Section 3 of the Offer to Purchase.
Unless and until Purchaser declares that the Rights Condition (as
defined in the Third Supplement to the Offer to Purchase) is satisfied, holders
of Shares will be required to tender one Right for each Share tendered in order
to effect a valid tender of such Share. If the Distribution Date (as defined in
the Offer to Purchase) does not occur prior to the Expiration Date (as defined
herein), a tender of Shares will also constitute a tender of the associated
Rights. If the Distribution Date occurs prior to the Expiration Date, the
procedures set forth in Section 3 with respect to the separate delivery of
certificates evidencing the Rights must be followed to effect a valid tender.
Questions and requests for assistance or for additional copies of the
Offer to Purchase, the First Supplement thereto, the Second Supplement thereto,
the Third Supplement thereto, this Fourth Supplement thereto, the revised Letter
of Transmittal or other tender offer materials, may be directed to the
Information Agent (as defined in the Offer to Purchase) at its address and
telephone number set forth on the back cover of this Fourth Supplement.
May 27, 1997
<PAGE>
TO THE HOLDERS OF COMMON STOCK OF DYNAMICS CORPORATION AMERICA:
INTRODUCTION
The following information amends and supplements the Offer to Purchase
dated March 31, 1997 (the "Offer to Purchase"), as amended and supplemented by
the First Supplement thereto, dated April 10, 1997 (the "First Supplement"), the
Second Supplement thereto, dated April 15, 1997 (the "Second Supplement"), the
Third Supplement thereto, dated April 30, 1997 (the "Third Supplement") and this
Fourth Supplement thereto, dated May 27, 1997 (the "Fourth Supplement"), of SB
Acquisition Corp., a New York corporation ("Purchaser") and a wholly-owned
subsidiary of WHX Corporation, a Delaware corporation ("Parent") pursuant to
which Purchaser is now offering to purchase any and all shares of common stock,
par value $.10 per share (the "Shares") of Dynamics Corporation of America, a
New York corporation (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 $56 per Share, net to the seller
in cash, without interest thereon (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase, as amended and
supplemented by the First Supplement, the Second Supplement, the Third
Supplement, and this Fourth Supplement and in the related Letter of Transmittal
(which, as amended from time to time, together constitute the "Offer").
Except as otherwise set forth in this Fourth Supplement, the terms and
conditions previously set forth in the Offer to Purchase, the First Supplement,
the Second Supplement and the Third Supplement remain applicable in all respects
to the Offer, and this Fourth Supplement should be read in conjunction with the
Offer to Purchase, the First Supplement, the Second Supplement and the Third
Supplement. Unless the context requires otherwise, terms not defined herein have
the meanings ascribed to them in the Offer to Purchase, the First Supplement,
the Second Supplement and the Third Supplement.
THIS OFFER TO PURCHASE, THE FIRST SUPPLEMENT, THE SECOND SUPPLEMENT,
THE THIRD SUPPLEMENT, THIS FOURTH SUPPLEMENT AND THE LETTER OF TRANSMITTAL
CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE OFFER.
---------------------------
1. TERMS OF THE OFFER; EXPIRATION DATE.
The discussion set forth in Section 1 of the Offer to Purchase is
hereby amended and supplemented as follows:
The price per Share to be paid pursuant to the Offer has been increased
from $45 per Share to $56 per Share, net to the Seller in cash, without interest
thereon. The term "Expiration Date" means 12:00 midnight, New York City time, on
Friday, June 13, 1997, unless and until Purchaser, in its sole discretion, shall
have extended the period of time during which the Offer is open, in which event
the term "Expiration Date" shall refer to the latest time and date at which the
Offer, as so extended, by Purchaser shall expire. As of the close of business on
May 23, 1997, there were approximately 420,000 Shares tendered. Purchaser had
not accepted for payment or purchased any of such Shares.
2. SOURCE AND AMOUNT OF FUNDS.
The discussion set forth in Section 9 of the Offer to Purchase is
hereby amended and restated as follows:
<PAGE>
Purchaser estimates that the total amount of funds required to purchase
Shares pursuant to the Offer and to pay all related costs and expenses will be
approximately $215 million. Purchase plans to obtain such funds through capital
contributions or advances made by Parent. As of March 31, 1997, Parent had
available over $350 million in cash and cash equivalents.
3. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY.
The discussion set forth in Section 10 of the Offer to Purchase is
hereby amended and supplemented as follows:
On May 11, 1997, the Company and CTS announced that they have entered
into a definitive merger agreement. Under such agreement, CTS will commence a
cash tender offer for approximately 50% of the Shares at a price of $55 per
Share and the Shares that are not purchased in such tender offer will be
converted in a merger into 0.88 shares of CTS' common stock. CTS also announced
that it will declare a 1:1 stock dividend upon completion of such merger. On May
16, 1997, CTS commenced a tender offer to acquire up to 49.9% of the Shares,
subject to a condition that at least 25% of the Shares are validly tendered and
not withdrawn by the June 13, 1997, expiration date of such offer.
On May 27, 1997, Parent and Purchaser issued the following press
release:
New York--May 27, 1997--WHX Corporation (NYSE: WHX) announced today
that its wholly-owned subsidiary SB Acquisition Corp. has increased to $56 per
share the price being offered in its current tender offer for any and all shares
of Dynamics Corporation of America (NYSE:DYA). The expiration and withdrawal
date of the tender have been extended to 12:00 midnight, Friday, June 13, 1997.
Upon completion of this tender offer, WHX would complete the acquisition of
Dynamics Corp. through a cash merger at the same price. All other terms and
conditions of the tender offer remain unchanged.
In announcing this action, Mr. Ron LaBow, Chairman of WHX, noted: "Our
revised tender offer presents Dynamics Corp. stockholders with a compelling
economic alternative to CTS Corporation's tender offer to acquire 50% of
Dynamics Corp. for cash at $55 per share. Under the CTS/Dynamics Corp. merger
agreement announced earlier this month, the balance of the Dynamics Corp. shares
would be acquired by CTS Corp. for its common stock several months from now, at
a value which may or may not be equivalent to the cash price currently being
offered by CTS Corp. for only one-half of Dynamics Corp. shares. Under our
revised tender offer, Dynamics Corp. stockholders are being given the
opportunity to obtain a higher cash price for all of their shares, with the
closing to occur on virtually the same timetable as CTS Corp.'s tender offer."
Mr. LaBow continued, "The only impediment to the completion of our
revised tender offer are the conditions that the anti-takeover devices deployed
by the Board of Directors of Dynamics Corp. be rescinded, including the poison
pill plan which it euphemistically named a "shareholder rights" plan. Under the
CTS/Dynamics Corp. merger agreement, in order to waive its anti-takeover devices
and let stockholders actually have any right to decide for themselves which
tender offer is preferable, the Dynamics Corp. Board of Directors must obtain
the consent of CTS Corp. We find it ironic that these and other anti-takeover
devices have been engineered since the commencement of WHX's tender offer to
preserve managements' prerogatives and give preference to precisely the kind of
transaction which they were ostensibly designed to protect against: a two-tier,
coercive tender offer. We question the rationale for using these anti-takeover
devices to favor a lower-priced 50% cash deal--which happens to be supported by
management--to the detriment of the higher-priced any and all cash tender offer
by WHX."
Mr. LaBow concluded, "We urge the Dynamics Corp. Board of Directors to
immediately rescind its anti- takeover defenses and let the marketplace decide
on its own which tender offer is superior."
As of the close of business on Friday, May 23, WHX announced that there
were approximately 420,000 shares of Dynamics Corp. stock tendered to the
depositary.
-2-
<PAGE>
4. CERTAIN LEGAL MATTERS AND REGULATORY APPROVALS
Certain Litigation. On May 9, 1997, the Company amended its Right
Agreement to provide that the Board of Directors of the Company shall determine
the day that a Distribution Date occurs following the first public announcement
of the commencement of, or the intent of any person (other than the Company) to
commence a tender or exchange offer for 25% or more of the Shares.
Parent and Purchaser intend to seek specific performance to cause the
Company redeem the Rights under the Rights Agreement.
5. MISCELLANEOUS. Parent and Purchaser have filed with the SEC an
amendment to the Schedule 14D-1 pursuant to Rule 14d-3 of the General Rules and
Regulations under the Securities Exchange Act, furnishing certain additional
information with respect to the Offer, and may file further amendments thereto.
The Schedule 14D-1, and any amendments thereto, including exhibits, may be
inspected at, and copies may be obtained from, the same places and in the same
manner as set forth in Section 7 of the Offer to Purchase (except that they will
not be available at the regional offices of the SEC).
Except as modified by this Fourth Supplement, the terms set forth in
the Offer to Purchase, the First Supplement, the Second Supplement, the Third
Supplement and the related Letters of Transmittal remain applicable in all
respects to the Offer and this Fourth Supplement should be read in conjunction
with the Offer to Purchase, the First Supplement, the Second Supplement, the
Third Supplement and the related Letter of Transmittal.
SB ACQUISITION CORP.
May 27, 1997
-3-
<PAGE>
Manually executed facsimile copies of the Letter of Transmittal,
properly completed and duly signed, will be accepted. The Letter of Transmittal,
certificates for the Shares and any other required documents should be sent by
each shareholder of the Company or his broker, dealer, commercial bank, trust
company or other nominee to the Depositary at one of its addresses set forth
below:
The Depositary for the Offer is:
HARRIS TRUST COMPANY OF NEW YORK
By Mail: By Overnight Courier: By Hand:
Wall Street Station 77 Water Street, 4th Floor Receive Window
P.O. Box 1023 New York, NY 10005 77 Water Street, 5th Floor
New York, NY 10268-1023 New York, NY 10005
By Facsimile Transmission:
(for Eligible Institutions Only)
(212) 701-7636 or 7637
For Information Telephone (call collect):
(212) 701-7624
Any questions or requests for assistance or additional copies of the
Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed
Delivery may be directed to the Information Agent or the Dealer Manager at their
respective telephone numbers and locations listed below. You may also contact
your broker, dealer, commercial bank or trust company or other nominee for
assistance concerning the Offer.
The Information Agent for the Offer is:
GEORGESON & COMPANY INC.
Wall Street Plaza
New York, New York 10005
Telephone: (212) 440-9800
or
CALL TOLL FREE: (800) 223-2064
[Back Cover]
Whx Corp. Increases Price To $56 Per Share In Tender Offer
----------------------------------------------------------
For Any And All Shares Of Dynamics Corp. Of America;
----------------------------------------------------
Urges Board To Rescind Poison Pill
----------------------------------
New York--May 27, 1997--WHX Corporation (NYSE: WHX) announced today
that its wholly-owned subsidiary SB Acquisition Corp. has increased to $56 per
share the price being offered in its current tender offer for any and all shares
of Dynamics Corporation of America (NYSE:DYA). The expiration and withdrawal
date of the tender have been extended to 12:00 midnight, Friday, June 13, 1997.
Upon completion of this tender offer, WHX would complete the acquisition of
Dynamics Corp. through a cash merger at the same price. All other terms and
conditions of the tender offer remain unchanged.
In announcing this action, Mr. Ron LaBow, Chairman of WHX, noted: "Our
revised tender offer presents Dynamics Corp. stockholders with a compelling
economic alternative to CTS Corporation's tender offer to acquire 50% of
Dynamics Corp. for cash at $55 per share. Under the CTS/Dynamics Corp. merger
agreement announced earlier this month, the balance of the Dynamics Corp. shares
would be acquired by CTS Corp. for its common stock several months from now, at
a value which may or may not be equivalent to the cash price currently being
offered by CTS Corp. for only one-half of Dynamics Corp. shares. Under our
revised tender offer, Dynamics Corp. stockholders are being given the
opportunity to obtain a higher cash price for all of their shares, with the
closing to occur on virtually the same timetable as CTS Corp.'s tender offer."
Mr. LaBow continued, "The only impediment to the completion of our
revised tender offer are the conditions that the anti-takeover devices deployed
by the Board of Directors of Dynamics Corp. be rescinded, including the poison
pill plan which it euphemistically named a "shareholder rights" plan. Under the
CTS/Dynamics Corp. merger agreement, in order to waive its anti-takeover devices
and let stockholders actually have any right to decide for themselves which
tender offer is preferable, the Dynamics Corp. Board of Directors must obtain
the consent of CTS Corp. We find it ironic that these and other anti-takeover
devices have been engineered since the commencement of WHX's tender offer to
preserve managements' prerogatives and give preference to precisely the kind of
transaction which they were ostensibly designed to protect against: a two-tier,
coercive tender offer. We question the rationale for using these anti-takeover
devices to favor a lower-priced 50% cash deal--which happens to be supported by
management--to the detriment of the higher-priced any and all cash tender offer
by WHX."
Mr. LaBow concluded, "We urge the Dynamics Corp. Board of Directors to
immediately rescind its anti-takeover defenses and let the marketplace decide on
its own which tender offer is superior."
As of the close of business on Friday, May 23, WHX announced that there
were approximately 420,000 shares of Dynamics Corp. stock tendered to the
depositary.
