SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)
DYNAMICS CORPORATION OF AMERICA
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(Name of issuer)
COMMON STOCK, $.10 PAR VALUE PER SHARE
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(Title of class of securities)
268039 10 4
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(CUSIP number)
ILAN K. REICH, ESQUIRE
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
July 17, 1997
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
/ /.
Note. six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
(Continued on following pages)
(Page 1 of 15 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 268039 10 4 13D Page 2 of 15 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WHX CORPORATION (E.I.N.: 13-3768097)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(See Item 6) (b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
-516,440-(2)
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-516,440-(2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
516,440(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5%
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14 TYPE OF REPORTING PERSON*
HC and CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(2) By virtue of the fact that SB Acquisition Corp. is a wholly-owned
subsidiary of WHX Corporation, WHX Corporation is deemed to share voting and
dispositive power with SB Acquisition Corp.
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CUSIP No. 268039 10 4 13D Page 3 of 15 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SB ACQUISITION CORP. (E.I.N.: 13-3940215)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(See Item 6) (b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
516,440(2)
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
516,440(2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
516,440(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5%
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14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(2) By virtue of the fact that SB Acquisition Corp. is a wholly-owned
subsidiary of WHX Corporation, WHX Corporation is deemed to share voting and
dispositive power with SB Acquisition Corp.
<PAGE>
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CUSIP No. 268039 10 4 13D Page 4 of 15 Pages
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This constitutes Amendment No. 1 ("Amendment No. 1") to
Schedule 13D filed by the undersigned in conjunction with the Final Amendment to
the Schedule 14D-1 Tender Offer Statement of the undersigned on or about June
16, 1997 (the "Schedule 13D"). Except as specifically amended by this Amendment
No. 1, the Schedule 13D remains in full force and effect. Defined terms shall
have the meaning specified in the Schedule 13D, except as otherwise provided
herein.
Item 6 is hereby amended by adding the following:
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO THE ISSUER.
On July 17, 1997, CTS Corporation, an Indiana corporation
("CTS"), CTS First Acquisition Corp., a New York corporation and a wholly owned
subsidiary of CTS ("CTS Sub"), WHX Corporation, a Delaware corporation ("WHX")
and SB Acquisition Corp., a Delaware corporation and a wholly owned subsidiary
of WHX ("WHX Sub"), entered into a Shareholders Agreement (the "Shareholders
Agreement"). The Shareholders Agreement is attached hereto as an Exhibit and
incorporated herein by reference. The Shareholders Agreement provides, among
other things, that WHX and WHX Sub (collectively, the Shareholder") will vote in
favor of the Amended and Restated Agreement and Plan of Merger dated July 17,
1997, by and among CTS, CTS Sub and the Company (the "Merger Agreement") and
against any Company Takeover Proposal or Company Acquisition Agreement (other
than the Merger Agreement). In connection with the foregoing, the Shareholder
has irrevocably appointed CTS Sub as its proxy and attorney in fact during the
Restriction Period. CTS Sub has offered to purchase up to 49.9% of the
outstanding shares of Common Stock of the Company. Pursuant to the Merger
Agreement, subject to proration, each Electing Share will be entitled to receive
$58.00 in cash and each Non-Electing Share will be converted into 0.88 shares of
common stock, without par value, of CTS. Terms used herein and not otherwise
defined shall have the meanings ascribed to such terms in the Merger Agreement.
By virtue of the Shareholders Agreement, WHX and WHX Sub may be deemed to be a
member of a "group" with CTS and CTS Sub or to beneficially own the CTS-owned
Shares. However, WHX and WHX Sub believe that they should not be deemed to have
such beneficial ownership or group status, and hereby disclaim the same and
assume no responsibility for any information disclosed by or other acts of CTS
or CTS Sub.
<PAGE>
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CUSIP No. 268039 10 4 13D Page 5 of 15 Pages
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Item 7 is amended by adding the following:
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Joint Filing Agreement dated July 17, 1997, by and
between WHX Corporation and SB Acquisition Corp.
(b) Shareholders Agreement dated as of July 17, 1997, by
and among, CTS Corporation, CTS First Acquisition
Corp., WHX Corporation and SB Acquisition Corp.
<PAGE>
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CUSIP No. 268039 10 4 13D Page 6 of 15 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: July 18, 1997 WHX CORPORATION
By: /s/ STEWART E. TABIN
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Stewart E. Tabin,
Assistant Treasurer
SB ACQUISITION CORP.
By: /s/ STEWART E. TABIN
-----------------------------------
Stewart E. Tabin
Vice President
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CUSIP No. 268039 10 4 13D Page 7 of 15 Pages
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JOINT FILING AGREEMENT
Each of the undersigned hereby agree that the statement on
Amendment No. 1 to the Schedule 13D with respect to the Common Stock, $.10 par
value per share, of Dynamics Corporation of America, dated July 18, 1997 is, and
any amendments thereto signed by each of the undersigned, shall be filed on
behalf of each of the undersigned pursuant to and in accordance with the
provisions of Rule 13d-1(f) of the Securities Exchange Act of 1934.
Dated: July 18, 1997 WHX CORPORATION
By: /s/ STEWART E. TABIN
----------------------------------
Stewart E. Tabin,
Assistant Treasurer
SB ACQUISITION CORP.
By: /s/ STEWART E. TABIN
-----------------------------------
Stewart E. Tabin
Vice President
<PAGE>
SHAREHOLDERS AGREEMENT
SHAREHOLDERS AGREEMENT, dated as of July 17, 1997 (this "Agreement"),
by and among CTS Corporation, an Indiana corporation ("Parent"), and CTS First
Acquisition Corp., a wholly owned subsidiary of Parent and a New York
corporation ("Sub"), WHX Corporation, a Delaware corporation ("Shareholder No.
1"), SB Acquisition Corp., a New York corporation and a wholly owned subsidiary
of Shareholder No. 1 ("Shareholder No. 2" and, together with Shareholder No. 1,
"Shareholder").
RECITALS
A. Simultaneously with the execution of this Agreement, Parent, Sub and
Dynamics Corporation of America, a New York corporation (the "Company"), are
entering into an Amended and Restated Agreement and Plan of Merger, dated as of
May 9, 1997, as amended (as such agreement may hereafter be amended from time to
time, the "Merger Agreement"); and
B. As an inducement to the parties' entry into the Merger Agreement, as
so amended and restated, Parent and Sub have requested that Shareholder agree,
and Shareholder has agreed, to enter into this Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. CERTAIN DEFINITIONS. In addition to the terms defined elsewhere
herein, capitalized terms used and not defined herein have the respective
meanings ascribed to them in the Merger Agreement. In addition, for purposes of
this Agreement, the following terms have the following meanings when used herein
with initial capital letters:
(a) "Company Securities" means the Existing Shares together with
any Shares or other securities of the Company as to which Beneficial Ownership
is acquired by Shareholder in any capacity after the date hereof, whether upon
the exercise of options, warrants or rights, the conversion or exchange of
convertible or exchangeable securities, by means of purchase, dividend,
distribution, split-up, recapitalization, combination, exchange of shares or the
like or as a successor in interest in any capacity or otherwise.
(b) "Existing Shares" means Shares Beneficially Owned by
Shareholder as of the date hereof.
2. VOTING OF SHARES. (a) During the period commencing on the date
hereof and continuing until the earlier to occur of (i) the Effective Time or
(ii) termination of the Merger Agreement but in no event later than October 31,
1997 (the "Restriction Period"), at any meeting (whether annual or special
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and whether or not an adjourned or postponed meeting) of the holders of Shares,
however called, Shareholder will appear at the meeting or otherwise cause the
Company Securities to be counted as present thereat for purposes of establishing
a quorum and vote or, in connection with any written consent of the holders of
Shares, consent (or cause to be voted or consented) the Company Securities (A)
in favor of the transactions contemplated by the Merger Agreement and this
Agreement and any actions required in furtherance thereof and hereof; (B)
against any action or agreement that would result in a breach in any respect of
any covenant, representation or warranty or any other obligation or agreement of
the Company under the Merger Agreement or this Agreement; and (C) except as
otherwise agreed to in writing in advance by Parent in its sole discretion,
against the following actions (other than the Merger and the other transactions
expressly contemplated by the Merger Agreement): (1) any Company Takeover
Proposal or Company Acquisition Agreement and (2)(v) any change in a majority of
the persons who constitute the Company Board; (w) any material change in the
present capitalization of the Company, including without limitation any proposal
to sell a substantial equity interest in the Company or any of its Subsidiaries;
(x) any amendment of the Company's Certificate of Incorporation or By-laws; (y)
any other change in the Company's corporate structure or business; or (z) any
other action which, in the case of each of the matters referred to in clauses
(2)(v), (w), (x) or (y), is intended, or could reasonably be expected, to
impede, interfere with, delay, postpone or materially adversely affect the
Merger and the transactions contemplated by this Agreement and the Merger
Agreement.
(b) In furtherance of and not in limitation of the foregoing,
Shareholder irrevocably hereby appoints Sub as Shareholder's proxy and attorney
in fact, with full power of substitution and resubstitution, to the full extent
of Shareholder's rights with respect to the Company Securities to vote or cause
to be voted all Company Securities as provided in Section 2(a). Such proxy is
considered coupled with an interest in the Company Securities and is
irrevocable.
3. RESTRICTION ON TRANSFER; PROXIES. During the Restriction Period,
Shareholder will not, directly or indirectly, (a) offer for sale, sell,
transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with respect to
or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance,
assignment or other disposition of, any or all of the Company Securities or any
interest therein; (b) grant any proxies or powers of attorney, deposit the
Company Securities into a voting trust or enter into a voting agreement with
respect to the Company Securities; or (c) take any action that would make any
representation or warranty of Shareholder contained herein untrue or incorrect
or would result in a breach by Shareholder of its obligations under this
Agreement.
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<PAGE>
4. COVENANTS, REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER.
Shareholder hereby represents and warrants to, and agrees with, Parent as
follows:
(a) Ownership of Shares. Shareholder is the sole record and
Beneficial Owner of Existing Shares consisting of 516,440 Shares. On the date
hereof, the Existing Shares constitute all of the Shares owned of record or
Beneficially Owned by Shareholder. Shareholder has sole voting power and sole
power to issue instructions with respect to the matters set forth in Sections 2
and 3 hereof, sole power of disposition, sole power of conversion, sole power to
demand appraisal rights and sole power to agree to all of the matters set forth
in this Agreement, in each case with respect to all of the Existing Shares with
no limitations, qualifications or restrictions on such rights, subject to
applicable securities laws, and the terms of this Agreement. Shareholder does
not Beneficially Own and is not the record holder of any shares of Parent Common
Stock.
(b) Authorization. This Agreement has been duly and validly
executed and delivered by Shareholder and constitutes a valid and binding
agreement enforceable against Shareholder in accordance with its terms except
(i) as may be limited by applicable bankruptcy, insolvency or similar laws
affecting creditors rights and (ii) that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.
(c) No Conflicts. Except for filings, authorizations, consents
and approvals as may be required under the Exchange Act, (i) no filing with, and
no permit, authorization, consent or approval of, any state or federal
Governmental Authority is necessary for the execution of this Agreement by
Shareholder and the compliance by Shareholder with any of the provisions hereof,
and (ii) none of the execution and delivery of this Agreement by Shareholder,
the consummation by Shareholder of the transactions contemplated hereby or
compliance by Shareholder with any of the provisions hereof will (A) result in a
violation or breach of, or constitute (with or without notice or lapse of time
or both) a default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the terms,
conditions or provisions of any note, loan agreement, bond, mortgage, indenture,
license, contract, commitment, arrangement, understanding, agreement or other
instrument or obligation of any kind to which Shareholder is a party or by which
Shareholder or any of its properties or assets may be bound, or (B) violate any
order, writ, injunction, decree, judgment, statute, rule or regulation
applicable to Shareholder or any of its properties or assets.
(d) No Encumbrances. The Existing Shares are and at all times
during the term hereof will be Beneficially Owned by
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Shareholder, free and clear of all liens, claims, security interests, proxies,
voting trusts or agreements, understandings or arrangements or any other
encumbrances whatsoever, except for any such encumbrances or proxies arising
hereunder.
(e) No Finder's Fees. No broker, investment banker, financial
advisor or other person is entitled to any broker's, finder's, financial
adviser's or other similar fee or commission in connection with the transactions
contemplated by this Agreement based upon arrangements made by or on behalf of
Shareholder.
(f) Reliance by Parent. Shareholder understands and acknowledges
that Parent is entering into the amendment, dated the date hereof, to the Merger
Agreement in reliance upon Shareholder's execution and delivery of this
Agreement.
(g) No Inconsistent Agreements. Shareholder will not enter into
any agreement or understanding with any person the effect of which would be
inconsistent with or violative of any provision contained in this Agreement.
5. STOP TRANSFER, ETC. During the Restriction Period:
(a) Shareholder agrees with, and covenants to, Parent that
Shareholder will not request that the Company register the transfer (book-entry
or otherwise) of any certificate or uncertificated interest representing any of
the Company Securities, unless such transfer is made in compliance with this
Agreement.
(b) In the event of a stock dividend or distribution, or any
change in the Company Securities by reason of any stock dividend, split-up,
recapitalization, combination, exchange of shares or the like other than
pursuant to the Merger, the terms Shares, Existing Shares, Parent Common Stock
and Company Securities will be deemed to refer to and include the shares of
Company Securities as well as all such stock dividends and distributions and any
shares into which or for which any or all of the Company Securities or Parent
Common Stock may be changed or exchanged and appropriate adjustments shall be
made to the terms and provisions of this Agreement.
(c) Shareholder will promptly after the date hereof or the date
of acquisition thereof, as applicable, surrender to the Company all certificates
representing the Company Securities and the Company will place the following
legend on such certificates in addition to any other legend required thereon:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS
PURSUANT TO AND OTHER PROVISIONS OF A SHAREHOLDERS
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AGREEMENT, DATED AS OF JULY 17, 1997, BY AND AMONG
CTS CORPORATION, THE HOLDER HEREOF AND CERTAIN OTHER
PERSONS." THIS LEGEND SHALL IMMEDIATELY TERMINATE IN
THE EVENT OF THE TERMINATION OF THE MERGER AGREEMENT
(AS DEFINED IN THE SHAREHOLDERS AGREEMENT) PRIOR TO
THE EFFECTIVE TIME (AS DEFINED IN THE SHAREHOLDERS
AGREEMENT).
In the event of the termination of the Merger Agreement prior to the
Effective Time, the Company will promptly cause any legends placed on
Certificates representing the Company Securities to be removed.
6. DISCLOSURE. The Company and Parent will have the right to publish
and disclose in the Form S-4 (including the prospectus contained therein), the
Joint Proxy Statement and all the documents and schedules filed with the SEC,
and any press release or other disclosure document which either the Company or
Parent, in its respective sole discretion, determines to be necessary or
desirable in connection with the transactions contemplated by the Merger
Agreement, Shareholder's identity and ownership of Shares and the nature of its
commitments, arrangements and understandings set forth in this Agreement. Parent
will provide Shareholder with a copy of any proposed disclosure by it and will
provide Shareholder with a reasonable opportunity to comment thereon.
7. TERMINATION. This Agreement may be terminated by Shareholder No.
1 by written notice to Parent, or by Parent by written notice to Shareholder No.
1, (a) upon announcement that the Merger Agreement has been amended to (i)
reduce the Cash Election Price or the Exchange Ratio, (ii) reduce the amount of
cash available for Electing Shares by changing the reference to "49.9%" in
Section 3.01(f) to a lower number, or (iii) provide that holders of Shares that
are not Electing Shares will receive cash for all or any portion of their Shares
(other than in respect of fractional shares) or (b) if the Effective Time has
not occurred, at any time on or after October 31, 1997.
8. MISCELLANEOUS. (a) Entire Agreement. This Agreement constitutes
the entire agreement among the parties with respect to the subject matter hereof
and supersedes all other prior agreements and understandings, both written and
oral, among the parties with respect to the subject matter hereof.
(b) Binding Agreement. Shareholder agrees that this Agreement and
the obligations hereunder will attach to the Company Securities and will be
binding upon any person or entity to which legal or Beneficial Ownership of such
securities shall pass, whether by operation of law or otherwise, including
without limitation Shareholder's legal representatives or successors or other
transferees (for value or otherwise) and any other successors in interest.
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<PAGE>
(c) Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder will be assigned or delegated (whether by
operation of law or otherwise) without the prior written consent of the other
parties, provided that Parent may assign, in its sole discretion, its rights,
interests and obligations hereunder to any direct or indirect wholly owned
Subsidiary of Parent, but no such assignment will relieve Parent from any of its
obligations hereunder if such assignee does not perform such obligations.
Subject to the preceding sentence, this Agreement will be binding upon, inure to
the benefit of and be enforceable by the parties and their respective successors
and assigns.
(d) Amendment and Modification. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated,
except upon the execution and delivery of a written agreement executed by the
parties hereto.
(e) Notices. All notices and other communications hereunder will
be in writing and will be deemed given if delivered personally, faxed (which is
confirmed) or sent by an overnight courier service, such as FedEx, to the
parties at the following addresses (or at such other address for a party as will
be specified by like notice):
If to Shareholder No. 1 or Shareholder No. 2, to:
WHX Corporation
110 East 59th Street
New York, New York 10022
Attn: Ronald LaBow
Telecopy: (212) 355-5363
copy to:
Olshan Grundman Frome & Rosenzweig LLP
505 Park Avenue
New York, New York 10022-1170
Attn: Ilan K. Reich, Esq.
Telecopy: (212) 935-1787
if to Parent or Sub, to:
CTS Corporation
905 West Boulevard North
Elkhart, Indiana 46514
Attn: Joseph P. Walker
Telecopy: (219) 293-8394
copy to:
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
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<PAGE>
Attn: Robert A. Profusek, Esq.
Telecopy: (212) 755-7306
(f) Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void, unenforceable or against its regulatory policy,
the remainder of the terms, provisions, covenants and restrictions of this
Agreement will remain in full force and effect and will in no way be affected,
impaired or invalidated.
(g) Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties will be
entitled to the remedy of specific performance of the terms hereof, in addition
to any other remedy at law or equity.
(h) No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, will not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
(i) No Third Party Beneficiaries. This Agreement is not intended
to confer upon any person other than the parties hereto any rights or remedies
hereunder.
(j) Governing Law. This Agreement will be governed and construed
in accordance with the laws of the State of New York, without giving effect to
the principles of conflict of laws thereof.
(k) Jurisdiction. Each party hereby irrevocably submits to the
exclusive jurisdiction of the courts of the State of New York in any action,
suit or proceeding arising in connection with this Agreement, and agrees that
any such action, suit or proceeding will be brought only in such court (and
waives any objection based on forum non conveniens or any other objection to
venue therein); provided, however, that such consent to jurisdiction is solely
for the purpose referred to in this Section 9(k) and will not be deemed to be a
general submission to the jurisdiction of said courts or in the State of New
York other than for such purposes. Each party hereto hereby waives any right to
a trial by jury in connection with any such action, suit or proceeding.
(l) Descriptive Headings. The descriptive headings used herein
are for reference purposes only and will not affect in any way the meaning or
interpretation of this Agreement.
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(m) Counterparts. This Agreement may be executed in counterparts,
each of which will be considered one and the same agreement and will become
effective when such counterparts have been signed by each of the parties and
delivered to the other parties, it being understood that all parties need not
sign the same counterpart.
(n) Further Assurances. From time to time, at the other party's
request and without further consideration, each party hereto will execute and
deliver such additional documents and take all such further lawful action as may
be necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this Agreement.
IN WITNESS WHEREOF, Parent, Shareholder No. 1, Shareholder No. 2 and
Sub have caused this Agreement to be duly executed as of the day and year first
above written.
CTS CORPORATION
By: /s/ Joseph P. Walker
--------------------------------------
Name: Joseph P. Walker
Title: Chairman of the Board, President
and Chief Executive Officer
CTS FIRST ACQUISITION CORP.
By: /s/ Joseph P. Walker
--------------------------------------
Name: Joseph P. Walker
Title: President
WHX CORPORATION
By: /s/ Ron LaBow
---------------------------------------
Name: Ron LaBow
Title: Chairman
SB ACQUISITION CORP.
By: /s/ Ron LaBow
---------------------------------------
Name:
Title:
