SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant / /
Filed by a party other than the registrant /X/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14(a)-12
Dynamics Corporation of America
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(Name of Registrant as Specified in Charter)
WHX Corporation
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(Name of Person(s) filing Proxy Statement, if other than Registrant)
Payment of filing fee (check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
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/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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Preliminary Proxy Materials,
Dated March 31, 1997
[WHX Letterhead]
April , 1997
Dear Fellow Shareholders of Dynamics Corporation of America:
WHX has offered $40 per share in cash to acquire 100% of Dynamics
Corporation of America. This price represents a premium of nearly 30% over the
market price at year-end.
As the first step, on March 31 WHX commenced a tender offer to increase
its ownership percentage to 19.9%, at a price of $40 per share.
Concurrently with its tender offer, WHX is soliciting your vote to (i)
elect four WHX nominees (a majority) to the Board of Directors, and (ii) adopt
shareholder by-laws which will permit holders of at least 9.9% of the
outstanding stock to call a special meeting of shareholders, permit the removal
of directors at any time without cause and repeal any by-law changes which the
Board of Directors might adopt in response to WHX's offer.
WHX's nominees to the Board of Directors are committed to promptly
effect a merger of Dynamics Corp. of America with WHX at $40 per share. If
elected, they will vote to take all appropriate steps to remove the
anti-takeover defenses which may hinder the completion of WHX's merger proposal.
If you agree with us that shareholders -- not the Board of Directors --
should have the freedom to decide on whether to accept WHX's merger proposal at
$40 per share, then please sign and return the enclosed Gold proxy card.
Sincerely yours,
WHX CORPORATION
Ron LaBow
Chairman of the Board of
Directors
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IMPORTANT
The enclosed Proxy Statement details the background of our proposal. Please read
it carefully. WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE GOLD PROXY CARD
TODAY. IF YOU HAVE ALREADY RETURNED A PROXY CARD TO THE COMPANY, YOU CAN REVOKE
THAT PROXY BY RETURNING A NEW GOLD PROXY CARD TODAY. ONLY YOUR LATEST DATED
PROXY CARD WILL BE COUNTED.
IF YOU NEED ADDITIONAL INFORMATION OR ASSISTANCE
IN VOTING YOUR SHARES, PLEASE CALL
GEORGESON & COMPANY INC., TOLL FREE AT 1-800-223-2064.
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PRELIMINARY PROXY MATERIALS
DATED MARCH 31, 1997
1997 ANNUAL MEETING OF SHAREHOLDERS
OF
DYNAMICS CORPORATION OF AMERICA
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PROXY STATEMENT
OF
WHX CORPORATION
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This Proxy Statement (the "Proxy Statement"), the accompanying letter
to shareholders and the enclosed GOLD proxy card are furnished in connection
with the solicitation of proxies by WHX Corporation, a Delaware corporation
("WHX"), for use at the 1997 Annual Meeting of Shareholders of Dynamics
Corporation of America, a New York corporation (the "Company"), to be held in
the Cole Auditorium of the Greenwich Library, West Putnam Avenue at Dearfield
Drive, Greenwich, Connecticut on Friday, May 2, 1997 at 10:30 a.m. and at any
adjournments or postponements thereof (the "Annual Meeting").
At the Annual Meeting, four directors of the Company (which constitutes
a majority of the board) will each be elected for a two-year term or until the
election and qualification of each of their successors. WHX is soliciting
proxies pursuant to this Proxy Statement: (i) to elect the four nominees of WHX
named in this Proxy Statement (the "WHX Nominees") to the Board of Directors of
the Company (the "Dynamics Board") and (ii) to approve shareholder amendments to
the Company's By-Laws (the "By-Laws") which provide that: (a) special meetings
of the shareholders of the Company may be called by the written request of the
holders of record of at least 9.9% of the outstanding capital stock of the
Company, (b) directors of the Company may be removed at any time without cause,
and (c) each and every By-Law provision adopted after March 14, 1997 and prior
to the date of this resolution shall be repealed (together, the "By-Law
Amendments").
EACH OF THE WHX NOMINEES IS COMMITTED TO A SALE OF THE COMPANY TO WHX AT $40 PER
SHARE IN CASH.
The record date for determining shareholders entitled to notice of and
to vote at the Annual Meeting is March 14, 1997 (the "Record Date").
Shareholders of record at the close of business on the Record Date will be
entitled to one vote for each share of common stock, par value $0.10 per share
(the "Shares"), of the Company, held on the Record Date on all matters submitted
to a vote of shareholders at the Annual Meeting. The affirmative vote of the
holders of a plurality of the Shares represented in person or by proxy at the
Annual Meeting is required to elect each of the WHX Nominees. The affirmative
vote of the holders of a majority of the Shares represented in person or by
proxy at the Annual Meeting is required to adopt each of the By-Law Amendments.
As set forth in the definitive proxy statement of the Company filed with the
Securities and Exchange Commission on March 26, 1997 (the "Dynamics Proxy
Statement"), as of the Record Date there were 3,818,766 Shares issued and
outstanding, of which 3,572 were non-voting shares convertible at any time into
voting shares.
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This Proxy Statement, the accompanying letter to shareholders and the
GOLD proxy card are first being furnished to shareholders on or about April __,
1997. The principal executive offices of the Company are located at 475
Steamboat Road, Greenwich, Connecticut 06830.
ELECTION OF DIRECTORS
WHX NOMINEES FOR DIRECTORS:
<TABLE>
<CAPTION>
Name, Age and Principal Occupation and Business Experience
Principal Business Address During Last Five Years; Current Directorships(l)
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<S> <C>
Ronald LaBow (62).............. Chairman of the Board of Directors of WHX
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
Investment Corp. (a private investment
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.
Stewart E. Tabin (40).......... Assistant Treasurer of WHX since August 1994;
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
was at Neuberger & Berman since 1985, where he
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).
</TABLE>
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<TABLE>
<CAPTION>
Name, Age and Principal Occupation and Business Experience
Principal Business Address During Last Five Years; Current Directorships(l)
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<S> <C>
Neale X. Trangucci (40)........ Assistant Treasurer of WHX since August 1994;
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.
Trangucci was at Neuberger & Berman since
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.
Howard Mileaf (60)............. Vice President, Special Counsel of WHX since
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
to August 1991; Trustee/Director of Neuberger
& Berman Equity Mutual Funds since 1984.
</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.
Shareholders voting by means of the accompanying GOLD proxy card will
be granting the proxy holders discretionary authority to vote their Shares for
the WHX Nominees. Unless votes are withheld for any of the WHX Nominees, the
persons named as proxies on the GOLD proxy card intend to vote such Shares for
each of the WHX Nominees.
The persons named as proxies on the GOLD proxy card do not intend to
vote any Shares for the election of the nominees proposed by the Company.
Instead, such persons will vote of such Shares to elect the WHX Nominees. In the
event the number of persons constituting the Dynamics Board is increased, or the
number of classes of directors is changed, prior to the election of directors at
the Annual Meeting, the persons named as proxies on the GOLD proxy card reserve
the right to vote for any additional nominees for directors nominated by WHX.
The accompanying GOLD proxy card will be voted at the Annual Meeting in
accordance with your instructions on such card. You may vote FOR the election of
the WHX Nominees as the directors of the Company or withhold authority to vote
for the election of the WHX Nominees by marking the proper box on the GOLD proxy
card. You may also withhold your vote from any of the WHX Nominees by striking
the name of such nominee in the list provided on the GOLD proxy card. IF NO
MARKING IS MADE AND YOU HAVE SIGNED AND DATED THE PROXY CARD, YOU WILL BE DEEMED
TO HAVE GIVEN A DIRECTION TO VOTE THE SHARES REPRESENTED BY THE GOLD PROXY CARD
FOR THE ELECTION OF THE WHX NOMINEES.
WHX believes that it is in your best interest to elect the WHX Nominees
at the Annual Meeting. EACH OF THE WHX NOMINEES ARE COMMITTED TO A SALE OF THE
COMPANY TO WHX AT $40 PER SHARE IN CASH.
WHX STRONGLY RECOMMENDS A VOTE FOR THE ELECTION OF THE WHX NOMINEES.
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BY-LAW AMENDMENTS
WHX is soliciting proxies pursuant to this Proxy Statement to approve
the adoption of amendments to the By-Laws to provide that: (i) special meetings
of the shareholders may be called by written request of the holders of record of
at least 9.9% of the outstanding Shares, (ii) directors of the Company may be
removed at anytime without cause and (iii) each and every By-Law provision
adopted after March 14, 1997 and prior to the date of this resolution shall be
repealed.
The purpose of the By-Law Amendments is to further enhance WHX's
ability to acquire the Company and to defuse certain anti-takeover defenses or
delaying tactics which the Company might seek to employ. As discussed above,
concurrently with this solicitation of proxies, WHX is conducting a tender offer
(the "Tender Offer") for Shares which will bring its ownership level to 19.9% of
the outstanding Shares, subject to automatic downward adjustment in the event
the Company amends the "poison pill" Rights Agreement to reduce below 20% the
percentage at which a shareholder becomes an Acquiring Person thereunder.
If WHX is successful in purchasing at least 9.9% of the outstanding
Shares (either through the Tender Offer or otherwise) and the By-Law Amendments
are adopted at the Annual Meeting, WHX will be able to call a special meeting of
shareholders and propose a resolution to remove the Company's directors that
oppose the sale of the Company to WHX. The sections of the By-laws that are
being amended by the By-Law Amendments may only be further amended by the vote
of the holders of a majority of the Shares.
If approved by the shareholders, the following amendments will be made
to the By-Laws:
Article I, Section 3 of the By-Laws would be amended to read as follows:
"Special meetings of the stockholders, unless otherwise provided by
law, may be called by the Chairman of the Board of Directors, the
President or by a majority of the Board of Directors of the Corporation
(hereinafter called the Board) and shall be called by the Chairman of
the Board or the President on the written request of the holders of
record of at least 9.9% of the shares of stock of the Corporation
issued and outstanding and entitled to vote thereat. Such request in
writing shall state the purpose or purposes of such meeting. This
Section 3 may only be amended by the vote of the holders of a majority
in number of the issued and outstanding shares of stock of the
Corporation at any annual or special meeting upon notice thereof."
Article II, Section 8 of the By-laws would be amended to read as follows:
"Any director may be removed, either with or without cause, at anytime,
by the affirmative vote of the holders of a majority of the shares of
Common Stock of the Corporation then outstanding and entitled to vote,
in person or by proxy, at a special meeting of stockholders called for
the purpose. The provisions of this Section 8 are subject to any
superseding provision contained in any duly issued and outstanding
Preferred Stock. This Section 8 may only be amended by the vote of the
holders of a majority in number of the issued and outstanding shares of
stock of the Corporation at any annual or special meeting upon notice
thereof."
In addition, the following resolution would be adopted:
"Resolved, that each and every provision of the By-Laws of Dynamics
Corporation of America adopted after March 14, 1997 and prior to the
adoption of this resolution is hereby repealed."
This resolution is designed to prevent the Company's Board of Directors
from taking actions to amend the By-Laws to attempt to nullify any of the
actions proposed to be taken by shareholders at the Annual Meeting or to
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create new obstacles to the consummation of the Tender Offer and the proposed
cash merger at $40 per share. According to publicly available information, no
By-Law amendments have been adopted since March 14, 1997.
Shareholders voting by means of the accompanying GOLD proxy card will
be granting the proxy holders discretionary authority to vote these Shares for
the adoption of the By-Law Amendments. In the event that any amendments to the
By-Laws are made that would serve to prevent WHX from purchasing the Company,
the persons named as proxies on the GOLD proxy card reserve the right to vote
for the adoption of other amendments to the By-Laws that would enable WHX to
purchase the Company.
The accompanying GOLD proxy card will be voted at the Annual Meeting in
accordance with your instructions on such card. You may vote FOR or AGAINST the
adoption of the By-Law Amendments or to WITHHOLD your vote therefrom. IF NO
MARKING IS MADE AND YOU HAVE SIGNED AND DATED THE PROXY CARD, YOU WILL BE DEEMED
TO HAVE GIVEN A DIRECTION TO VOTE THE SHARES REPRESENTED BY THE GOLD PROXY CARD
FOR THE ADOPTION OF THE BY-LAW AMENDMENTS.
WHX believes it is in your best interest to adopt the By-Law Amendments
at the Annual Meeting.
WHX STRONGLY RECOMMENDS A VOTE FOR THE ADOPTION OF THE BY-LAW
AMENDMENTS.
BACKGROUND AND REASONS FOR THE SOLICITATION
BACKGROUND
On March 27, 1997, WHX sent the following letter to the Chairman of the
Company:
"Dear Mr. Lozyniak:
We are writing to propose a business combination between our companies
and to express a desire that we work together to accomplish this transaction on
an amicable, negotiated basis.
The Board of Directors of WHX has authorized me to present an offer to
acquire in a merger transaction all of the outstanding shares of common stock of
Dynamics Corp. at a price of $40 per share. This proposal represents a premium
of 16% over the current market price and nearly 30% over the market price at
year-end.
In making this proposal, please be advised that we have no interest in
increasing the equity stake which Dynamics Corp. holds in CTS Corporation, or in
changing the nature of the current relationship between the two companies.
This proposal is subject to negotiation and execution of appropriate
definitive agreements containing customary and mutually acceptable
representations, warranties, terms and conditions. In pursuing this transaction,
we would expect representatives from your Board of Directors to join the board
of the combined enterprise and the senior management of your company to stay
with the combined enterprise under mutually satisfactory arrangements.
We are confident of our ability to complete this transaction on these
terms. In this respect, please note that as of December 31, 1996 we have
available over $400 million in cash and cash equivalents.
We are certain that, upon reflection, your Board of Directors will
recognize the fine opportunity which a combination with WHX represents for your
stockholders. Our objective is to work with you in a
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professional and constructive manner to complete our proposal so that the best
interests of your stockholders and employees can be served. Please be advised
that we would be prepared to increase our offer if additional information which
may be provided about your company demonstrates that a higher price is
warranted.
We are willing to discuss with you or a committee of your directors all
aspects of our proposal and to answer any questions which you may have. I and
other representatives of WHX are available to meet with you for this purpose at
any time. If we do not hear from you by the close of business on Friday, March
28, we are authorized to present this proposal directly to your stockholders,
through a proxy solicitation at the upcoming annual meeting and through a cash
tender offer.
Very truly yours,
/s/ Ron LaBow
Ron LaBow
Chairman of the Board"
WHX did not receive a response to this letter, and thereafter,
commenced the Tender offer. [Update for subsequent events.]
REASONS FOR THE SOLICITATION; PLANS FOR THE COMPANY.
In light of the failure of the Dynamics Board to agree to the sale of
the Company to WHX at $40 per Share, WHX has determined to seek your votes in
support of the WHX Nominees for election to the Dynamics Board at the Annual
Meeting. Each WHX Nominee is committed, subject in all respects to his fiduciary
duties, to maximizing shareholder value by seeking to effect promptly a
negotiated sale of the Company to WHX and will urge the full Dynamics Board to
do so.
In the event WHX acquires the entire equity interest in the Company,
WHX has no present intention to make any significant changes in the business
strategies of the Company, and WHX has not identified any specific assets,
corporate structure or other business strategy which warrants change. However,
WHX has made a preliminary review of, and will continue to review, on the basis
of available information, various possible business strategies that it might
consider if it acquires control of the Company. If WHX acquires control of the
Company, WHX intends to conduct a detailed review of the Company and its assets,
corporate structure, dividend policy, capitalization, operations, properties,
policies, management and personnel and consider what, if any, changes or sale of
assets would be desirable in light of the circumstances which then exist.
OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
RATIFICATION OF INDEPENDENT AUDITORS
As set forth in the Dynamics Proxy Statement, at the Annual Meeting
Shareholders will be asked to ratify and approve the selection of Ernst & Young
LLP as independent auditors of the Company for the year 1997. WHX is not making
any recommendation on this proposal.
The accompanying GOLD proxy card will be voted in accordance with your
instructions on such card. You may vote for ratification and approval of the
auditors or vote against, or abstain from voting thereon, by marking the proper
box on the GOLD proxy card. If no marking is made, you will be deemed to have
given a direction to
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abstain from voting the Shares represented by the GOLD proxy card with respect
to the ratification and approval of the auditors.
OTHER PROPOSALS
Except as set forth above, WHX is not aware of any proposals to be
brought before the Annual Meeting. Should other proposals be brought before the
Annual Meeting, the persons named on the GOLD proxy card will abstain from
voting on such proposals unless such proposals adversely affect the interests of
WHX as determined by WHX in its sole discretion, in which event such persons
will vote on such proposals at their discretion.
VOTING AND PROXY PROCEDURES
At the Annual Meeting, four directors of the Company will each be
elected for a two-year term or until the election and qualification of their
successors. WHX is soliciting your proxy in support of the election of WHX's
four nominees named herein as directors of the Company and to approve the
adoption of the By-Law Amendments.
The Dynamics Board has set March 14, 1997 as the Record Date for
determining those shareholders who will be entitled to notice of and to vote at
the Annual Meeting. Shareholders of record at the close of business on the
Record Date will be entitled to one vote for each Share held on the Record Date
on all matters submitted to a vote of shareholders at the Annual Meeting. The
affirmative vote of the holders of a plurality of the Shares represented in
person or by proxy at the Annual Meeting is required to elect each of the WHX
Nominees. The affirmative vote of the holders of a majority of the Shares
represented in person or by proxy at the Annual Meeting is required to adopt the
By-Law Amendments. As set forth in the Dynamics Proxy Statement, as of the
Record Date, there were 3,818,766 Shares issued and outstanding, of which 3,752
were non-voting shares convertible at any time into voting shares.
IN ORDER FOR YOUR VIEWS ON THE ABOVE-DESCRIBED PROPOSALS TO BE
REPRESENTED AT THE ANNUAL MEETING, PLEASE MARK, SIGN AND DATE THE ENCLOSED GOLD
PROXY CARD AND RETURN IT TO WHX, C/O GEORGESON AT WALL STREET PLAZA, 88 PINE
STREET, NEW YORK, NEW YORK 10005, IN THE ENCLOSED ENVELOPE IN TIME TO BE VOTED
AT THE ANNUAL MEETING. Execution of the GOLD proxy card will not affect your
right to attend the Annual Meeting and to vote in person. Any proxy may be
revoked at any time prior to the Annual Meeting by delivering a written notice
of revocation or a later dated proxy for the Annual Meeting to WHX or to the
Secretary of Dynamics, or by voting in person at the Annual Meeting. ONLY YOUR
LATEST DATED PROXY FOR THE ANNUAL MEETING WILL COUNT.
Only shareholders of record as of the close of business on the Record
Date will be entitled to vote. If you were a shareholder of record on the Record
Date, you will retain your voting rights for the Annual Meeting even if you sell
such Shares after the Record Date. ACCORDINGLY, IT IS IMPORTANT THAT YOU VOTE
THE SHARES HELD BY YOU ON THE RECORD DATE, OR GRANT A PROXY TO VOTE SUCH SHARES
ON THE GOLD PROXY CARD, EVEN IF YOU SELL SUCH SHARES AFTER THE RECORD DATE.
Shareholders voting by means of the accompanying GOLD proxy card will
be granting the proxy holders discretionary authority to vote their Shares for
the WHX Nominees and the adoption of the By-Law Amendments.
If any of your Shares are held in the name of a brokerage firm, bank,
bank nominee or other institution on the Record Date, only it can vote such
Shares and only upon receipt of your specific instructions. Accordingly, please
contact the person responsible for your account and instruct that person to
execute on your behalf the GOLD proxy card.
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CERTAIN ADDITIONAL INFORMATION
The Dynamics Proxy Statement contains additional information with
respect to the Record Date, the number of Shares outstanding on the Record Date,
the voting and revocation of proxies, voting for the election of directors, the
Company's nominees for election of directors, the ratification and approval of
the auditors, the vote required to ratify and approve the auditors, the
beneficial owners of more than 5% of the Shares, the Share ownership of
directors and officers of the Company, compensation of executive officers of the
Company, performance of the Shares and the date by which shareholder proposals
intended to be submitted at the Company's next annual shareholders' meeting must
be received by the Company for inclusion in its proxy statement for that
meeting. Such information, which WHX has not independently verified, is
incorporated by reference in this Proxy Statement, upon reliance on the Company.
SOLICITATION OF PROXIES
Proxies may be solicited by mail, advertisement, telephone, telecopier
or in person. Solicitations may be made by directors, officers, investor
relations personnel and other employees of WHX, none of whom will receive
additional compensation for such solicitations. WHX has requested banks,
brokerage firms and other custodians, nominees and fiduciaries to forward all of
its solicitation materials to the beneficial owners of the Shares they hold of
record. WHX will reimburse these record holders for customary clerical and
mailing expenses incurred by them in forwarding these materials to their
customers.
WHX has retained Georgeson for solicitation and advisory services in
connection with the solicitation, for which Georgeson is to receive a fee of
approximately $ , together with reimbursement for its reasonable out-of-pocket
expenses. WHX has also agreed to indemnify Georgeson against certain liabilities
and expenses, including liabilities and expenses under the federal securities
laws. Georgeson will solicit proxies for the Annual Meeting from individuals,
brokers, banks, bank nominees and other institutional holders. It is anticipated
that Georgeson will employ approximately persons to solicit votes from
shareholders for the Annual Meeting.
The entire expense of soliciting proxies for the Annual Meeting is
being borne by WHX. WHX will not seek reimbursement for such expenses from the
Company. Although no precise estimate can be made at this time, WHX anticipates
that the aggregate amount to be spent by WHX will be approximately $ of
which approximately $ has been incurred to date. This amount includes
expenditures for printing, postage, legal, accounting, public relations,
soliciting, advertising and related expenses.
INFORMATION CONCERNING WHX
WHX, through its indirect wholly-owned subsidiary, Wheeling-Pittsburgh
Steel Corporation, is the ninth largest domestic integrated steel manufacturer
in the United States. WHX manufactures a wide variety of flat-rolled products
for construction, container, converter/processor, steel service center,
automotive and other markets as well as fabricated steel products for the
construction, highway and agricultural markets. Flat-rolled products consist of
a variety of sheet products, including hot-rolled, cold-rolled, galvanized and
pre-painted products, and tin mill products. Fabricated steel products include
roll-formed corrugated roofing, roof deck, form deck, floor deck, culvert,
bridge form, steel framing and related accessories and other products used
primarily by the construction, highway and agricultural markets. The principal
address of WHX is 110 East 59th Street, New York, New York 10022.
WHX's financial results for 1996 reflect a strike by the United
Steelworkers of America ("USWA") which began October 1, 1996 and has continued
to date. No steel products are being produced or shipped at eight of WHX's
plants located in Ohio, Pennsylvania and West Virginia which are subject to the
work stoppage. These facilities represent approximately 80% of the tons shipped
by WHX on an annual basis. WHX experienced a net loss of approximately $34.6
million in the strike-affected fourth quarter of 1996, and would expect to incur
material losses for the duration of the work stoppage. Although WHX has been
negotiating with the USWA to end the work stoppage on terms satisfactory to WHX,
there can be no assurance that these negotiations will be successful, and it
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is unclear how long the work stoppage will continue and the impact it will have
on WHX. Depending on the length of the work stoppage, WHX's financial condition
and liquidity may be materially adversely affected. However, WHX does not
believe that the work stoppage will affect its ability to complete the Tender
Offer or the merger proposal.
Certain information about certain directors, executive officers,
employees and other representatives of WHX who may also assist Georgeson in
soliciting proxies, is set forth in the attached Schedule I. Schedule II sets
forth certain information relating to Shares owned by WHX, certain individuals
and the WHX Nominees and certain transactions between any of them and the
Company. Schedule III sets forth certain information, as made available in
public documents, regarding Shares held by the Company's management.
PLEASE INDICATE YOUR SUPPORT OF THE WHX NOMINEES BY MARKING, SIGNING
AND DATING THE ENCLOSED GOLD PROXY CARD AND RETURN IT PROMPTLY TO WHX, C/O
GEORGESON & CO. IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF THE
ENVELOPE IS MAILED IN THE UNITED STATES.
WHX CORPORATION
April __, 1997
-9-
<PAGE>
SCHEDULE I
INFORMATION CONCERNING CERTAIN DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER REPRESENTATIVES OF WHX
The following table sets forth the name and the present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such employment is carried on, of
certain directors, officers, employees and other representatives of WHX who may
also assist Georgeson in soliciting proxies from the Company's shareholders.
Unless otherwise indicated, the principal business address of each director,
officer or employee is 110 East 59th Street, New York, New York 10022.
Name and Principal Present Office or Other
Business Address Principal Occupation or Employment
- --------------------------------------- -------------------------------------
Neil D. Arnold.......................... Director. Executive Vice President,
Varity Corporation Corporate Development and Chief
672 Delaware Avenue Financial Officer of Varity
Buffalo, NY 14209 Corporation
James G. Bradley........................ Vice President of WHX; Executive Vice
President- Operations of Wheeling
Pittsburgh Steel Corporation
Paul W. Bucha........................... Director. President, Paul W. Bucha
Paul W. Bucha and Company, Inc. and Company, Inc.
Foot of Chapel Avenue
Jersey City, NJ 07305
Frederick G. Chbosky.................... Chief Financial Officer of WHX;
Executive Vice President - Finance
and Chief Financial Officer of
Wheeling-Pittsburgh Steel Corporation
Robert A. Davidow....................... Director. Private Investor
11601 Wilshire Boulevard
Suite 1940
Los Angeles, CA 90025
William Goldsmith....................... Director. Management and Marketing
Fiber Fuel International, Inc. Consultant
221 Executive Circle
Suite II
Savannah, GA 31406
Ronald LaBow............................ Director. Chairman of the Board of
WHX; President, Stonehill Investment
Corp.
Howard Mileaf........................... Vice President, Special Counsel of
WHX
Marvin L. Olshan........................ Director. Secretary of WHX; Partner,
Olshan Grundman Frome & Olshan Grundman Frome & Rosenzweig
Rosenzweig LLP LLP
505 Park Avenue
New York, NY 10022
-10-
<PAGE>
Name and Principal Present Office or Other
Business Address Principal Occupation or Employment
- --------------------------------------- -------------------------------------
John R. Scheessele...................... Director. President and Chief
Executive Officer of WHX; President,
Chief Executive Officer and Chairman
of the Board of Wheeling-Pittsburgh
Steel Corporation
Garin Smith............................. Vice President of WHX; President and
Chief Executive Offer of Unimast
Incorporated, a wholly- owned
subsidiary of WHX
Stewart E. Tabin........................ Assistant Treasurer of WHX; Vice
President, Stonehill Investment Corp.
Neale X. Trangucci...................... Assistant Treasurer of WHX; Vice
President, Stonehill Investment Corp.
Raymond S. Troubh....................... Director. Financial Consultant
10 Rockefeller Plaza
Suite 712
New York, NY 10021
DeWayne Tuthill......................... Vice President of WHX
Lynn Williams........................... Director. Retired President of United
1829 Duffield Lane Steelworkers of America
Alexandria, VA 22307
Steven Wolosky.......................... Assistant Secretary of WHX; Partner,
Olshan Grundman Frome & Rosenzweig LLP Olshan Grundman Frome & Rosenzweig
505 Park Avenue LLP
New York, NY 10022
-11-
<PAGE>
SCHEDULE II
SHARES HELD BY WHX, CERTAIN OF
ITS DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER REPRESENTATIVES AND THE WHX NOMINEES
AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND THE COMPANY
The following table sets forth the transactions in shares by WHX in the
past 60 days. All of such transactions took place through the New York Stock
Exchange.
Shares of Common Stock Purchase Price Per Share Date of Purchase
- ---------------------- ------------------------ ------------------
12,000 $29.66 March 4, 1997
2,000 $30.25 March 6, 1997
6,000 $31.46 March 10, 1997
80,000 $32.50 March 13, 1997
2,000 $32.75 March 17, 1997
1,800 $33.00 March 18, 1997
5,800 $33.12 March 24, 1997
Ronald LaBow and Stewart E. Tabin have agreed to serve as the proxies
on the GOLD proxy card.
Except as disclosed in this proxy statement, none of WHX, any of its
directors, officers, employees or other representatives named in Schedule I or
the WHX Nominees owns any securities of the Company or any subsidiary of the
Company, beneficially or of record, has purchased or sold any of such securities
within the past two years or is or was within the past year a party to any
contract, arrangement or understanding with any person with respect to any such
securities. Except as disclosed in this Proxy Statement, to the best knowledge
of WHX, such directors, officers, employees and other representatives and the
WHX Nominees, none of their associates beneficially owns, directly or
indirectly, any securities of the Company.
Except as disclosed in this Proxy Statement, none of WHX, its
directors, officers, employees or other representatives named in Schedule I or
the WHX Nominees or, to their best knowledge, their associates has any
arrangement or understanding with any person (1) with respect to any future
employment by the Company or its affiliates, or (2) with respect to future
transactions to which the Company or any of its affiliates will or may be a
party, other than sales of products and services in the ordinary course of
business.
-12-
<PAGE>
SCHEDULE III
SHARES HELD BY THE COMPANY'S MANAGEMENT
As of February 12, 1997, the directors and executive officers of the
Company beneficially owned (within the meaning of the rules under Section 13(d)
of the Securities Exchange Act of 1934, as amended) 261,418 Shares (or
approximately 6.8% of the Shares reported as outstanding on such date). All of
the foregoing information has been obtained from the Dynamics Proxy Statement.
Based on information obtained from the Dynamics Proxy Statement, the
following table shows the only entities which owned more than 5% of the
outstanding Share on January 1, 1997.
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Number of Shares (1) Percent of Class
- ---------------------------------------------- ----------------------------- --------------------------
<S> <C> <C>
GAMCO Investors, Inc........................ 708,600 18.59%
Gabelli Funds, Inc.......................... 153,000 4.01%
Gabelli International, Limited
One Corporate Center
Rye, NY 10580-1435....................... 2,000 .05%
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401........... 311,950 8.19%
Steel Partners, II, L.P..................... 209,700 5.50%
Steel Partners Services, Ltd.
Warren Lichtenstein
750 Lexington Avenue
New York, New York 10022
</TABLE>
- ---------------------
(1) Information with respect to beneficial ownership is based on
information furnished to the Company by the beneficial owners named
above. Under the rules of the Securities and Exchange Commission,
beneficial ownership is determined by the possession of either voting
or investment power.
Each of the above Gabelli entities has the sole power to vote or direct
the vote and sole power to dispose or to direct the disposition of the
securities reported for it, either for its own benefit or for the
benefit of its investment clients or its partners, as the case may be,
except that GAMCO Investors, Inc. does not have authority to vote
56,500 of the reported shares, and except that Gabelli Funds, Inc.
shares with the Board of Directors of The Gabelli Asset Fund, The
Gabelli Growth Fund, The Gabelli Convertible Securities Fund and/or The
Gabelli Value Fund Inc. voting power with respect to the 153,000 shares
held by such funds, so long as the aggregate voting interest of all
joint filers does not exceed 25% of the issuer's total voting interest
and, in that event, the Proxy Voting Committee of each fund shall
respectively vote that fund's share.
Dimensional Fund Advisors Inc. has asked that the following language be
used when describing the beneficial ownership of the shares it holds.
Dimensional Fund Advisors Inc. ("Dimensional'), a registered investment
advisor, is deemed to have beneficial ownership of 311,950 shares of
Dynamics Corporation of America stock as of December 31, 1996, all of
which shares are held in portfolios of DFA Investment Dimensions Group
Inc., a registered open-end investment company, or on series of The DFA
Investment Trust Company, a Delaware business trust, or the DFA Group
Trust and the DFA Participating Group Trust, investment vehicles for
qualified employee benefit plans, all of which Dimensional serves as
investment manager. Dimensional disclaims beneficial ownership of all
such shares. Dimensional has sole voting
-13-
<PAGE>
power over 180,050 shares and officers of DFA Investment Dimensions
Group Inc. and The DFA Investment Trust Company vote 131,900 shares.
Currently, WHX owns 109,600 Shares, of which 80,000 were acquired from
Steel Partners II, L.P. ("Steel Partners") and an entity affiliated with Steel
Partners Services, Ltd. ("Steel Services") on March 13, 1997 at a price of $32
1/2 per Share (the prevailing market price on that date). Based on publicly
available information, Mr. Warren Lichtenstein is the sole executive officer and
managing member of a limited liability company which is the general partner of
Steel Partners and the sole executive officer and shareholder of Steel Services.
Mr. Ronald LaBow, Chairman of WHX, and Mr. Lichtenstein have had business
dealings with each other for several years, and Mr. LaBow has known about Steel
Partners' and Steel Services' ownership interest in the Company since late 1994
or early 1995. Earlier this month, Mr. LaBow contacted Mr. Lichtenstein and
asked if Steel Partners and Steel Services, which owned an aggregate of 209,700
Shares (approximately 5.5% of the outstanding Shares), would be willing to sell
all of their Shares to WHX or establish a joint arrangement in which WHX might
acquire additional Shares. Mr. Lichtenstein responded that the entire ownership
position of Steel Partners and Steel Services was not available by sale and that
there was no desire for such entities to act in concert with WHX, inasmuch as he
and his affiliates wished to remain free to make investment decisions concerning
their Shares in their sole discretion and without consultation with others.
However, Mr. Lichtenstein did indicate a willingness to sell a portion of the
Shares held by his affiliates. After negotiation regarding the amount and price
for such a sale, Mr. Lichtenstein agreed to sell 80,000 Shares to WHX as
described above. WHX expressly disclaims that it is acting as a "group" or
otherwise in concert with Steel Partners, Steel Services, Mr. Lichtenstein or
any of their respective affiliates in respect to any remaining Shares which they
may currently own or acquire in the future.
Other than as set forth in the preceding paragraph, although WHX does
not have any information that would indicate that any information contained in
this Proxy Statement that has been taken from the Dynamics Proxy Statement or
any other document on file with the Securities and Exchange Commission is
inaccurate or incomplete, WHX does not take any responsibility for the accuracy
or completeness of such information.
-14-
<PAGE>
IMPORTANT
Your proxy is important. No matter how many Shares you own, please give
WHX your proxy FOR the election of the WHX Nominees by:
MARKING the enclosed GOLD proxy card,
SIGNING the enclosed GOLD proxy card,
DATING the enclosed GOLD proxy card, and
MAILING the enclosed GOLD proxy card TODAY in the envelope provided (no
postage is required if mailed in the United States).
If you have already submitted a proxy to the Company for the Annual
Meeting, you may change your vote to a vote FOR the election of the WHX Nominees
by marking, signing, dating and returning the enclosed GOLD proxy card for the
Annual Meeting, which must be dated after any proxy you may have submitted to
the Company. Only your latest dated proxy for the Annual Meeting will count at
such meeting.
If you have any questions or require any additional information
concerning this Proxy Statement or the proposal by WHX to acquire the Company,
please contact GEORGESON at 1-800-223-2064. IF ANY OF YOUR SHARES ARE HELD IN
THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE OR OTHER INSTITUTION, ONLY IT
CAN VOTE SUCH SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS.
ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT
THAT PERSON TO EXECUTE THE GOLD PROXY CARD.
-15-
<PAGE>
DYNAMICS CORPORATION OF AMERICA
ANNUAL MEETING OF SHAREHOLDERS -- MAY 2, 1997
THIS PROXY IS SOLICITED ON BEHALF OF WHX CORPORATION
The shareholder designated on the reverse of this card hereby appoints
Ronald LaBow and Stewart E. Tabin as proxies, and each of them, the
shareholder's attorney and proxy, each will full power of substitution, to vote
upon the propositions set forth herein all shares of common stock of Dynamics
Corporation of America ("DCA") held as of March 14, 1997 which the undersigned
may be entitled to vote, at the Annual Meeting of Shareholders of DCA and at all
adjournments or postponements thereof to be held in the Cole Auditorium of the
Greenwich Library, West Putnam Avenue at Dearfield Drive, Greenwich, Connecticut
on May 2, 1997 at 10:30 a.m. This proxy revokes all prior proxies given by the
undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. WITH RESPECT TO THE ELECTION OF DIRECTORS (PROPOSAL 1), WHERE
NO VOTE IS SPECIFIED OR WHERE A VOTE FOR ALL NOMINEES IS MARKED, THE VOTES
REPRESENTED BY A PROXY WILL BE CAST FOR THE WHX NOMINEES. WITH RESPECT TO THE
AMENDMENTS TO THE BY-LAWS (PROPOSALS 2, 3 AND 4), IF NO MARKING IS MADE, THIS
PROXY WILL BE TREATED AS DIRECTION TO VOTE FOR SUCH PROPOSALS. WITH RESPECT TO
DCA'S PROPOSAL TO RATIFY AND APPROVE THE AUDITORS, IF NO MARKING IS MADE, THIS
PROXY WILL BE TREATED AS DIRECTION TO ABSTAIN FROM VOTING WITH RESPECT THERETO.
THE INDIVIDUALS NAMED ABOVE ARE AUTHORIZED TO VOTE IN THEIR DISCRETION ON ANY
OTHER MATTERS THAT PROPERLY COME BEFORE THE MEETING.
(Continued and to be signed on reverse side)
<PAGE>
- --------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS
/ / FOR ALL NOMINEES LISTED BELOW / / WITHHOLD AUTHORITY TO VOTE FOR
(EXCEPT AS MARKED TO THE CONTRARY BELOW) ALL NOMINEES LISTED BELOW
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through that nominee's name in the list below.)
Ronald LaBow; Stewart E.Tabin; Neale X. Trangucci and Howard Mileaf
- --------------------------------------------------------------------------------
2. Approval of the amendment to DCA's By-Laws to provide that special
meetings of shareholders may be called by the written request of the
holders of record of at least 9.9% of the outstanding capital stock of
DCA.
FOR / / AGAINST / / ABSTAIN / /
3. Approval of the amendment to DCA's By-Laws to provide that directors of
DCA may be removed at anytime without cause.
FOR / / AGAINST / / ABSTAIN / /
4. Approval of the resolution amending DCA's By-Laws to repeal each and
every By-Law amendment adopted by the Board of Directors after March
14, 1997 and prior to the date this resolution is adopted.
FOR / / AGAINST / / ABSTAIN / /
5. Ratification and approval of the selection of Ernst & Young LLP as
independent auditors for DCA for the year 1997.
FOR / / AGAINST / / ABSTAIN / /
6. In their discretion the proxies are authorized to vote for the election
of such substitute nominee(s) for director(s) as such proxies shall
select if any nominee(s) named above become(s) unable to serve and upon
such other business as may properly come before the meeting and any
postponements and adjournments thereof.
Please date this Proxy and sign exactly as
your name(s) appears hereon. When signing as
attorney, executor, administrator, trustee,
guardian or other representative, give your
full title as such. If a corporation, sign the
full corporate name by an authorized officer,
stating his/her title. If a partnership, sign
in partnership name by authorized person. This
proxy votes all shares held in all capacities.
Date: , 1997
------------------------------------
Signature
-------------------------------------
Signature
-------------------------------------
-2-
