SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT (AMENDMENT NO. 2) 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
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$29,205,000.00 $5,841.00
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* For purposes of calculating the filing fee only. This calculation
assumes the purchase of up to 649,000 shares of Common Stock, par value
$.10 per share (the "Shares") of Dynamics Corporation of America (the
"Company") at a price of $45 per Share, net to the seller in cash,
without interest thereon.
** The amount of the filing fee, calculated in accordance with Rule
0-11(d) of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the aggregate value of cash offered by SB
Acquisition Corp. for such number of Shares.
[ ]* Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
Amount Previously Paid: 5,192.00
Form or Registration No.: Schedule 14A
Filing Party: WHX Corporation
SB Acquisition Corp.
Date Filed: March 31, 1997
<PAGE>
This Statement amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission on March 31,
1997 by SB Acquisition Corp. ("Purchaser"), a New York corporation and a wholly
owned subsidiary of WHX Corporation, a Delaware corporation ("Parent"), to
purchase up to 649,000 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 (the "Rights Agreement"), 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 (the
"Offer to Purchase"), as amended and supplemented by the Supplement thereto,
dated April 10, 1997 (the "Supplement") and in the related Letters of
Transmittal (which, together with any amendments or supplements thereto,
constitute the "Offer"). Capitalized terms used and not defined herein shall
have the meanings assigned to such terms in the Offer to Purchase, the
Supplement and the Schedule 14D-1.
ITEM 1. SECURITY AND SUBJECT COMPANY.
Item 1(b) is hereby amended and supplemented by reference to the
Introduction and Section 1 of the Supplement, which Introduction and Section are
incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3(b) is hereby amended and supplemented by reference to Section 5
of the Supplement, which Section is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4(a) is hereby amended and supplemented by reference to Section 4
of the Supplement, which Section is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION
Item 10(b)-(c), (e) is hereby amended and supplemented by reference to
Section 7 of the Supplement, which Section is incorporated herein by reference.
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 WHX Corporation 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) Supplement to Offer to Purchase, dated April 10,
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.
(b) Not applicable.
(c) Not applicable.
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* Previously provided.
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<PAGE>
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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<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: April 10, 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
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<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 WHX Corporation 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) Supplement to Offer to Purchase, dated April 10,
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.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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* Previously provided.
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EXHIBIT (A)(10)
SUPPLEMENT TO THE OFFER TO PURCHASE DATED MARCH 31, 1997
SB ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
WHX CORPORATION
OFFERS TO PURCHASE FOR CASH UP TO 649,000 SHARES OF
COMMON STOCK (INCLUDING THE ASSOCIATED RIGHTS) OF
DYNAMICS CORPORATION OF AMERICA
AT AN INCREASED PRICE OF $45 PER SHARE
------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, APRIL 29, 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) ANY APPLICABLE WAITING
PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS
AMENDED (THE "HSR ACT"), SHALL HAVE EXPIRED OR BEEN TERMINATED PRIOR TO THE
EXPIRATION OF THE OFFER, AND (2) THE COMPANY (AS DEFINED HEREIN) NOT HAVING
ENTERED INTO OR EFFECTUATED ANY AGREEMENTS WITH ANY PERSON OR ENTITY HAVING THE
EFFECT OF IMPAIRING PURCHASER'S (AS DEFINED HEREIN) ABILITY TO ACQUIRE THE
COMPANY OR OTHERWISE DIMINISHING THE EXPECTED ECONOMIC VALUE TO PURCHASER OF THE
ACQUISITION OF THE COMPANY. SEE SECTION 13 OF THE OFFER TO PURCHASE.
------------------------
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 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.
Questions and requests for assistance or for additional copies of this
Offer to Purchase, this Supplement, the revised Letter of Transmittal or other
tender offer materials, may be directed to the Information Agent (as defined
herein) at its address and telephone number set forth on the back cover of this
Supplement.
April 10, 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") of SB Acquisition Corp., a New
York corporation ("Purchaser") and a wholly owned subsidiary of WHX Corporation,
a Delaware corporation ("Parent"). Pursuant to this Supplement, Purchaser is now
offering to purchase up to 649,000 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 (the
"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 (the "Rights Agent"), at a price of $45 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 this Supplement, and in the related Letters of
Transmittal (which, as amended from time to time, together constitute the
"Offer").
Except as otherwise set forth in this Supplement, the terms and
conditions previously set forth in the Offer to Purchase remain applicable in
all respects to the Offer, and this Supplement should be read in conjunction
with the Offer to Purchase. Unless the context requires otherwise, terms not
defined herein have the meanings ascribed to them in the Offer to Purchase.
According to the Company's Proxy Statement dated March 26, 1997, as of
March 14, 1997 there were 3,815,194 Shares outstanding. The Purchaser already
owns 109,861 Shares (approximately 2.9%). This includes 261 Shares received in
the mid-1970s by other subsidiaries of Parent (and recently transferred to
Purchaser) in connection with the settlement of various creditor claims.
Procedures for tendering Shares are set forth in Section 3 of the Offer
to Purchase. Tendering shareholders may use either the original (white) Letter
of Transmittal previously circulated with the Offer to Purchase or the revised
(white) Letter of Transmittal circulated with this Supplement. TENDERING
SHAREHOLDERS MAY NOT USE THE ORIGINAL (GRAY) NOTICE OF GUARANTEED DELIVERY
PREVIOUSLY CIRCULATED WITH THE OFFER TO PURCHASE. While the original Letter of
Transmittal circulated with the Offer to Purchase refers to the Offer to
Purchase, and the Letter of Transmittal circulated with this Supplement refers
to the Offer to Purchase and this Supplement, shareholders using such documents
to tender Shares will nevertheless receive $45 per Share for each Share validly
tendered and not withdrawn and accepted for payment pursuant to the Offer, are
not required to take any further action in order to receive the increased tender
price of $45 per Share, assuming that Shares are accepted for payment and paid
for by Purchaser pursuant to the Offer. See Section 3 of the Offer to Purchase
and Section 1 of this Supplement.
THIS OFFER TO PURCHASE, THIS 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. AMENDED TERMS OF THE OFFER; PRORATION.
The discussion set forth in Section 1 of the Offer to Purchase is
hereby amended and supplemented as follows:
The Offer is being made for up to 649,000 Shares. The price per Share
to be paid pursuant to the Offer has been increased from $40 per Share to $45
per Share, net to the seller in cash, without interest thereon. Purchaser will
accept for payment and pay for up to 649,000 Shares which are validly tendered
prior to the Expiration Date and not properly withdrawn in accordance with
Section 4, and all such Shares accepted for payment pursuant to the Offer
(including Shares delivered for tender prior to the date of this Supplement)
will receive the increased price. As of the date of this Supplement, there were
no Shares tendered to the Depositary.
This Supplement, the revised (white) Letter of Transmittal and other
relevant materials will be mailed to record holders of Shares whose names appear
on the Company's shareholder list and will be furnished, for
<PAGE>
subsequent transmittal to beneficial owners of Shares, to brokers, dealers,
commercial banks, trust companies and similar persons whose names, or the names
of whose nominees, appear on the shareholder list or, if applicable, who are
listed as participants in a clearing agency's security position listing.
All references in the Offer to Purchase to the Record Holder Condition
are deleted. The revised Letter of Transmittal contains a box entitled "Record
Ownership as of March 14, 1997." If the statement therein is applicable, the box
next to such statement should be checked, and the statement so specified should
be accurate and correct. However, it is not necessary to check that box in order
for Shares to be duly and properly tendered. Shareholders who own shares which
were acquired both before and after the March 14, 1997 record date for the
Company's Annual Meeting (in particular, brokers, dealers, commercial banks and
other nominees) are advised to check the box entitled "Record Ownership as of
March 14, 1997" and fill in the blank with the number of Shares being tendered
which were owned as of March 14, 1997. The failure to follow this procedure will
not, however, affect the validity of any tender, as this is for informational
purposes only.
If more than 649,000 Shares are validly tendered prior to the
Expiration Date and not properly withdrawn, Purchaser will, upon the terms and
subject to the conditions of the Offer, accept for payment and pay for only
649,000 Shares, on a pro rata basis, with adjustments to avoid purchases of
fractional Shares, based upon the number of Shares validly tendered prior to the
Expiration Date and not properly withdrawn in accordance with Section 4.
Purchaser anticipates being able to announce the proration factor on the next
business day following the Expiration Date. Purchaser expressly reserves the
right, in its sole discretion, at any time or from time to time, to increase or
decrease the number of Shares being purchased pursuant to the Offer and, if
Purchaser in its discretion determines to so increase or decrease such number of
Shares and if such action is required under the rules of the SEC, Purchaser will
extend the Offer in accordance with the SEC's rules.
Subject to the applicable regulations of the SEC, Purchaser also
expressly reserves the right, in its sole discretion, at any time or from time
to time, to (i) subject to the conditions of the Offer set forth in Section 13,
decline to purchase any of the Shares tendered in the Offer and terminate the
Offer, and return all tendered Shares to the tendering shareholders, (ii) waive
or amend any or all conditions to the Offer to the extent permitted by
applicable law and, subject to complying with applicable rules and regulations
of the SEC, purchase all Shares validly tendered, or (iii) extend the Offer and,
subject to the right of shareholders to withdraw Shares until the Expiration
Date, retain the Shares which have been tendered during the period or periods
for which the Offer is extended.
The Offer to Purchase contained two erroneous statements: the first was
regarding the non-compliance of the Record Holder Condition with the "all
holders" provision under Rule 14d-10, and the second was regarding the
non-applicability of the Specified Percentage to Rule 14e-1. In addition, those
statements also included Purchaser's view of the SEC Staff's position with
respect to those two rules. As noted in this Supplement, the Record Holder
Condition has been deleted, and the Specified Percentage has been changed to a
fixed number of Shares (namely, up to 649,000 Shares). Furthermore, Purchaser
erroneously presented the SEC Staff's position with respect to those two rules.
By sending this Supplement to shareholders, Purchaser is seeking to provide
corrective disclosure; toward this end, Purchaser acknowledges the SEC Staff's
position that the Record Holder Condition is not permissible under Rule 14d-10
and that the Specified Percentage is not permissible under Rule 14e-1.
2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES.
The discussion set forth in Section 2 of the Offer to Purchase is
hereby amended and supplemented as follows:
Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment), Purchaser will purchase, by accepting for payment, and
will pay for, up to 649,000 Shares which are validly tendered prior to the
Expiration Date (and not properly withdrawn in accordance with Section 4)
promptly after the later to occur of (i) the Expiration Date and (ii) the
satisfaction or waiver of the governmental regulatory conditions set forth in
Section 13. Purchaser expressly reserves the right, in its discretion, to delay
acceptance for payment of, or, subject to applicable rules of the SEC, payment
for, Shares in order to comply in whole or in part with any applicable law.
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<PAGE>
3. PROCEDURES FOR TENDERING SHARES.
The discussion set forth in Section 3 of the Offer to Purchase is
hereby amended and restated as follows:
Valid Tender of Shares. In order for Shares to be validly tendered
pursuant to the Offer, the Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees, an
Agent's Message (in the case of any book-entry transfer), and any other required
documents, must be received by the Depositary at one of its addresses set forth
on the back cover of this Offer to Purchase prior to the Expiration Date and the
Share Certificates evidencing tendered Shares must be received by the Depositary
at one of such addresses or Shares must be tendered pursuant to the procedure
for book-entry transfer described below and a Book-Entry Confirmation must be
received by the Depositary, in each case prior to the Expiration Date.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY, IS AT THE
OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED
MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
Book-Entry Transfer. The Depositary will establish an account with
respect to the Shares at each of the Book-Entry Transfer Facilities for purposes
of the Offer within two business days after the date of this Offer to Purchase,
and any financial institution that is a participant in either of the Book-Entry
Transfer Facilities' system may make book-entry delivery of Shares by causing
the Book-Entry Transfer Facility to transfer such Shares into the Depositary's
account at a Book-Entry Transfer Facility in accordance with such Book-Entry
Transfer Facility's procedures for transfer. However, although delivery of
Shares may be effected through book-entry transfer at the Book-Entry Transfer
Facility, the Letter of Transmittal (or facsimile thereof), properly completed
and duly executed, with any required signature guarantees and any other required
documents must, in any case, be transmitted to and received by the Depositary at
one of its addresses set forth on the back cover of this Offer to Purchase prior
to the Expiration Date. The confirmation of a book-entry transfer of shares into
the Depositary's account at a Book Entry Transfer Facility as described above is
referred to as a "Book-Entry Confirmation." DELIVERY OF DOCUMENTS TO A
BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER
FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
Signature Guarantee. Signatures on all Letters of Transmittal must be
guaranteed by a firm which is a bank, broker, dealer, credit union, savings
association or other entity that is a member in good standing of the Securities
Transfer Agents Medallion Program (each, an "Eligible Institution"), unless the
Shares tendered thereby are tendered (i) by a registered holder of Shares who
has not completed either the box entitled "Special Delivery Instructions" or the
box entitled "Special Payment Instructions" on the Letter of Transmittal or (ii)
for the account of an Eligible Institution. See Instruction 1 of the Letter of
Transmittal.
If a Share Certificate is registered in the name of a person other than
the signer of the Letter of Transmittal, or if payment is to be made, or a Share
Certificate not accepted for payment or not tendered is to be returned, to a
person other than the registered holder(s), then the Share Certificate must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear on the Share
Certificate, with the signature(s) on such Share Certificate or stock powers
guaranteed as described above. See Instructions 1 and 5 of the Letter of
Transmittal.
IN ALL CASES, SHARES SHALL NOT BE DEEMED VALIDLY TENDERED, UNLESS A
PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL (OR FACSIMILE
THEREOF) IS RECEIVED BY THE DEPOSITARY.
Notwithstanding any other provision hereof, payment for Shares
purchased pursuant to the Offer will, in all cases, be made only after timely
receipt by the Depositary of (i) the Share Certificates evidencing such Shares,
or a Book-Entry Confirmation of the delivery of such Shares, if available, (ii)
a properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and (iii) any other documents required by the Letter of Transmittal.
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<PAGE>
Guaranteed Delivery. No tenders pursuant to guaranteed delivery will be
accepted, and the section entitled "Guaranteed Delivery" in Section 3 of the
Offer to Purchase is deleted in its entirety. The original (gray) Notice of
Guaranteed Delivery previously circulated with the Offer to Purchase should be
discarded. Shareholders who hold Share Certificates in the account of a broker
or other nominee should consider withdrawing them several days in advance of the
Expiration Date if they wish to properly tender Shares, since the customary
procedures for guaranteed delivery are not available.
Distribution Of Rights. Holders of Shares will be required to tender
one Right for each Share tendered to effect a valid tender of such Share. Unless
and until the Distribution Date (as defined in Section 7 below) occurs, the
Rights are represented by and transferred with the Shares. Accordingly, if the
Distribution Date does not occur prior to the Expiration Date of the Offer, a
tender of Shares will constitute a tender of the associated Rights. If a
Distribution Date has occurred, certificates representing a number of Rights
equal to the number of Shares being tendered must be delivered to the Depositary
in order for such Shares to be validly tendered. If a Distribution Date has
occurred, a tender of Shares without Rights constitutes an agreement by the
tendering shareholder to deliver certificates representing a number of Rights
equal to the number of Shares tendered pursuant to the Offer to the Depositary
within three NYSE trading days after the date such certificates are distributed.
Purchaser reserves the right to require that it receive such certificates prior
to accepting Shares for payment. If a Distribution Date has occurred, unless the
Rights are redeemed prior to the Expiration Date, shareholders who sell their
rights separately from their Shares and do not otherwise acquire Rights may not
be able to satisfy the requirements of the Offer for the tender of Shares.
Payment for Shares tendered and purchased pursuant to the Offer will be made
only after timely receipt by the Depositary of, among other things, such
certificates, if such certificates have been distributed to holders of Shares.
Purchaser will not pay any additional consideration for the Rights tendered
pursuant to the Offer.
Determination Of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any
tendered Shares pursuant to any of the procedures described above will be
determined by Purchaser in its sole discretion, whose determination will be
final and binding on all parties. Purchaser reserves the absolute right to
reject any or all tenders of any Shares determined by it not to be in proper
form or if the acceptance for payment of, or payment for, such Shares may, in
the opinion of Purchaser's counsel, be unlawful. Purchaser also reserves the
absolute right, in its sole discretion, to waive any of the conditions of the
Offer or any defect or irregularity in any tender with respect to Shares of any
particular shareholder, whether or not similar defects or irregularities are
waived in the case of other shareholders. In such event, if required under the
rules of the SEC, Purchaser will extend the Offer in accordance with the SEC's
rules. No tender of Shares will be deemed to have been validly made until all
defects and irregularities have been cured or waived.
Purchaser's interpretation of the terms and conditions of the Offer
(including the Letter of Transmittal and the instructions thereto) will be final
and binding. None of Parent, Purchaser, the Company, the Depositary, the
Information Agent or any other person will be under any duty to give
notification of any defects or irregularities in tenders or will incur any
liability for failure to give any such notification.
Appointment As Proxy. By executing a Letter of Transmittal as set forth
above, a tendering shareholder irrevocably appoints designees of Purchaser as
such shareholder's proxies, each with full power of substitution, to the full
extent of such shareholder's rights with respect to the Shares tendered by such
shareholder and accepted for payment by Purchaser (and any and all noncash
dividends, distributions, rights, other Shares, or other securities issued or
issuable in respect of such Shares). All such proxies shall be considered
coupled with an interest in the tendered Shares. This appointment will be
effective if, when, and only to the extent that, Purchaser accepts such Shares
for payment pursuant to the Offer. Upon such acceptance for payment, all prior
proxies given by such shareholder with respect to such Shares and other
securities will, without further action, be revoked, and no subsequent proxies
may be given. The designees of Purchaser will, with respect to the Shares and
other securities for which the appointment is effective, be empowered to
exercise all voting and other rights of such shareholder as they in their sole
discretion may deem proper at any annual, special, adjourned or postponed
meeting of the Company's shareholders, including the Annual Meeting scheduled
for May 2, 1997, by written consent or otherwise.
TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO
PAYMENT TO CERTAIN SHAREHOLDERS OF THE PURCHASE PRICE FOR SHARES PURCHASED
PURSUANT TO THE OFFER, EACH SUCH SHAREHOLDER MUST PROVIDE THE DEPOSITARY WITH
SUCH SHAREHOLDER'S CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTIFY THAT SUCH
SHAREHOLDER IS NOT SUBJECT TO BACKUP FEDERAL INCOME TAX WITHHOLDING BY
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<PAGE>
COMPLETING THE SUBSTITUTE FORM W-9 IN THE LETTER OF TRANSMITTAL. IF BACKUP
WITHHOLDING APPLIES WITH RESPECT TO A SHAREHOLDER, THE DEPOSITARY IS REQUIRED TO
WITHHOLD 31% OF ANY PAYMENTS MADE TO SUCH SHAREHOLDER. SEE INSTRUCTION 9 OF THE
LETTER OF TRANSMITTAL.
Purchaser's acceptance for payment of Shares tendered pursuant to the
Offer will constitute a binding agreement between the tendering shareholder and
Purchaser upon the terms and subject to the conditions of the Offer.
4. SOURCE AND AMOUNT OF FUNDS.
The discussion set forth in Section 10 of the Offer to Purchase is
hereby amended and supplemented as follows:
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 $29.5 million. Purchaser plans to obtain such funds through
capital contributions or advances made by Parent. As of December 31, 1996 Parent
had available over $400 million in cash and cash equivalents.
5. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY.
In the ordinary course of Parent's long-term strategic review process,
Parent and its subsidiaries routinely analyze potential combinations with
various companies. Recently, Parent has placed particular emphasis on studies of
the Company, considering it to be an ideal candidate for such a combination.
On March 27, 1997, Parent sent the following letter to the Chairman of
the Company regarding a proposed business combination between the Company and
Parent:
"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 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
-5-
<PAGE>
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"
On March 31, 1997, the Company issued a press release in response to
the announcement of the Offer stating that the Company acknowledged receipt of
WHX's letter on March 27, 1997 and advised WHX it would communicate the offer to
its directors and respond that week. The Company said it has been able to
contact all its directors except one and their unanimous initial reaction
following preliminary discussions was that the offer was "totally inadequate."
On April 9, 1997, Purchaser issued the following press release:
"New York, N.Y. -- April 9, 1997 -- WHX Corporation (NYSE:WHX)
announced today that its wholly-owned subsidiary SB Acquisition Corp. is
amending its tender offer for Dynamics Corporation of America (NYSE:DYA), which
was first announced on March 31, 1997, in the following respects:
First, it is increasing the price per share being offered from
$40 to $45. Concurrently with that change, the price to be paid for all
remaining shares in a subsequent cash merger is also being increased from $40 to
$45 per share.
Second, the number of shares sought to be purchased in the
tender offer is being fixed at up to 649,000, or 17% of the outstanding shares.
Together with the 2.9% of Dynamics Corp. stock already owned, upon completion of
the tender offer the percentage owned by SB Acquisition Corp. would be up to
19.9%. As previously announced, there is no minimum number of shares being
sought.
Third, a valid tender will no longer require that a tendering
stockholder be a record holder as of March 14, 1997 or otherwise hold an
irrevocable proxy from a record holder as of that date.
As previously announced, WHX intends to solicit proxies at the
annual meeting of Dynamics Corp., scheduled for Friday, May 2, 1997, to elect
its slate of four nominees to the Board of Directors and to amend the company's
by-laws.
WHX believes that the $45 per share price now being offered,
through SB Acquisition Corp.'s tender offer and through WHX's proposal for a
cash merger, represents an attractive price for Dynamics Corp. WHX remains
willing to negotiate an amicable agreement to acquire Dynamics Corp. and thereby
avoid the necessity of a proxy contest for corporate control. As previously
announced, WHX has no plan to increase the ownership stake in CTS Corporation
(NYSE:CTS) held by Dynamics Corp. or to change the current relationship between
the two companies."
6. PURPOSE OF THE OFFER; THE MERGER OFFER; PROXY SOLICITATION;
PLANS FOR THE COMPANY.
The discussion set forth in Section 11 of the Offer to Purchase is
hereby amended and supplemented as follows:
The Merger Proposal. Parent and Purchaser intend that in the Merger,
each then outstanding Share (other than Shares owned by Parent, Purchaser or any
of their wholly owned subsidiaries and Shares held in the treasury of the
Company) would be converted into the right to receive $45 in cash, without
interest.
Proxy Solicitation. The Purchaser Nominees are committed to promptly
effect a merger of the Company with and into the Purchaser at a price of $45 per
Share in cash.
-6-
<PAGE>
7. CONDITIONS OF THE OFFER.
The discussion set forth in Section 13 of the Offer to Purchaser is
hereby amended and restated as follows:
Notwithstanding any other provisions of the Offer, and in addition to
(and not in limitation of) Purchaser's rights to extend and amend the Offer at
any time in its reasonable discretion, Purchaser shall not be required to accept
for payment or, subject to any applicable rules and regulations of the SEC,
including Rule 14e-1(c) under the Exchange Act (relating to Purchaser's
obligation to pay for or return tendered Shares promptly after termination or
withdrawal of the Offer), pay for, and may delay the acceptance for payment of
or, subject to the restriction referred to above, the payment for, any tendered
Shares, and may terminate the Offer as to any Shares not then paid for, if in
the reasonable judgment of Purchaser, at any time on or after March 27, 1997 and
prior to the acceptance for payment of, or payment for, such Shares, any of the
following events shall occur or shall be determined by Purchaser to have
occurred:
(a) there shall have been threatened, instituted or pending
any action, proceeding, claim or application by any government or
governmental regulatory or administrative authority or agency,
domestic, foreign or supranational, or by any other person, domestic or
foreign, before any court or governmental, regulatory or administrative
agency, authority or tribunal, domestic, foreign or supranational, that
(i) challenges or seeks to make illegal, to delay or otherwise directly
or indirectly to restrain or prohibit, or which is likely to impose, in
the reasonable judgment of Purchaser, voting, procedural, price or
other requirements and federal securities law in connection with the
acquisition of Shares by Purchaser or any of its affiliates, the making
of the Offer, the acceptance for payment of or payment for Shares by
Purchaser or any of its affiliates or the consummation of the Merger or
any other business combination involving the Company or the performance
of any of the contracts or other arrangements entered into by Purchaser
or any of its affiliates in connection with the acquisition of the
Company, seeking to obtain any material damages as a result thereof or
otherwise directly or indirectly relating to the Offer or the Merger or
such other business combination, (ii) seeks to restrain, prohibit or
limit the exercise of full rights of ownership or operation by
Purchaser or any of its affiliates of all or any portion of the
business or assets of the Company or any of its subsidiaries or
Purchaser or any of its affiliates or to compel Purchaser or any of its
affiliates to dispose of or to hold separately all or any portion of
the business or assets of the Company or any of its subsidiaries or
Purchaser or any of its affiliates, (iii) seeks to impose or confirm
limitations on the ability of Purchaser or any of its affiliates
effectively to acquire or hold or to exercise full rights of ownership
of Shares, including without limitation the right to vote the Shares
acquired or owned by the Parent or Purchaser or any of its affiliates
on all matters properly presented to the shareholders of the Company,
or the right to vote any shares of capital stock of any subsidiary
directly or indirectly owned by the Company, (iv) seeks to require
divestiture by the Parent or Purchaser or any of its affiliates of any
Shares, (v) might result, in the reasonable judgment of Purchaser, in a
diminution of the benefits expected to be derived by Purchaser or any
of its affiliates as a result of the Offer or the Merger or any other
business combination involving the Company, or in a diminution of the
value of the Shares or the Company or any of its subsidiaries to
Purchaser or any of its affiliates, or (vi) challenges or adversely
affects the Merger or any other business combination involving the
Company; or
(b) other than the application of the waiting periods under
the HSR Act and the necessity for the approvals and other actions by
any domestic (federal and state) or foreign or supranational
governmental, administrative or regulatory agency described in Section
14, there shall have been proposed, sought, promulgated, enacted,
entered, enforced or deemed applicable to the Offer, the Merger or any
other business combination involving the Company, by any government or
governmental, regulatory or administrative agency or authority or by
any court or tribunal, in each case whether domestic, foreign or
supranational, any statute, rule, regulation, judgment, decree,
decision, order or injunction that, in the reasonable judgment of
Purchaser, might, directly or indirectly, result in any of the
consequences referred to in clauses (i) through (vi) of paragraph (a)
above; or
(c) any change (or any condition, event or development
involving a prospective change) shall have occurred or been threatened
in the business, properties, assets, liabilities, shareholders' equity,
financial condition, capitalization, licenses, franchises, permits,
operations, results of operations or prospects of the Company or any of
its subsidiaries, affiliates or CTS (or Purchaser shall have become
aware thereof) or in general economic or financial market conditions in
the United States or abroad that, in the reasonable
-7-
<PAGE>
judgment of Purchaser, is or may be materially adverse to the Company
or any of its subsidiaries or affiliates, or Purchaser shall have
become aware of any facts that, in the reasonable judgment of
Purchaser, have or may have material adverse significance with respect
to either the value of the Company or any of its subsidiaries or
affiliates or CTS, or the value of the Shares to the Parent or
Purchaser or any of its affiliates; or
(d) there shall have occurred (i) any general suspension of
trading in, or limitation on prices for, securities on any national
securities exchange or in the United States over-the-counter market,
(ii) the declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States, (iii) any material
adverse change (or any existing or threatened condition, event or
development involving a prospective material adverse change) in United
States or any other currency exchange rates or a suspension of, or a
limitation on, the markets therefor, (iv) any other material adverse
change in the market price of the Shares, the shares of CTS or in the
United States securities or financial markets generally, including
without limitation, a decline of at least 10% in either the Dow Jones
Average of Industrial Stocks or the Standard & Poor's 500 index from
March 31, 1997 through the date of termination or expiration of the
Offer, (v) the commencement of a war, armed hostilities or other
international or national calamity directly or indirectly involving the
United States, (vi) any limitation (whether or not mandatory) by any
governmental authority or any other event that, in the reasonable
judgment of Purchaser, may have material adverse significance with
respect to the extension of credit by banks or other lending
institutions or the financing of the Offer or the Merger or any other
business combination involving the Company or (vii) in the case of any
of the situations described in clauses (i) through (vi) above existing
at the time of the commencement of the Offer, a material acceleration
or worsening thereof; or
(e) a tender or exchange offer for some or all of the Shares
shall have been publicly proposed to be made or shall have been made by
another person (including the Company or any of its subsidiaries or
affiliates), or it shall have been publicly disclosed or Purchaser
shall have otherwise deemed that (i) any person, entity (including the
Company or any of its subsidiaries or affiliates) or "group" (within
the meaning of Section 13(d)(3) of the Exchange Act) shall have
acquired or proposed to acquire beneficial ownership of more than 10%
of any class or series of capital stock of the Company (including the
Shares) through the acquisition of stock, the formation of a group or
otherwise, or shall have been granted any option, right or warrant,
conditional or otherwise, to acquire beneficial ownership of more than
10% of any class or series of capital stock of the Company (including
the Shares), other than acquisitions for bona fide arbitrage purposes
only and other than as disclosed in a Schedule 13D or 13G on file with
the Commission prior to March 31, 1997, (ii) any such person, entity or
group which, prior to such date, had filed such a Schedule with the
Commission, shall have acquired or proposed to acquire, through the
acquisition of stock, the formation of a group or otherwise, beneficial
ownership of additional shares of any class or series of capital stock
of the Company (including the Shares) constituting 2% or more of any
such class or series, or shall have been granted any option, right or
warrant, conditional or otherwise, to acquire beneficial ownership of
shares of any class or series of capital stock of the Company
(including the Shares) constituting 2% or more of any such class or
series, (iii) any person, entity or group shall have entered into a
definitive agreement or an agreement in principle or made a proposal
with respect to a tender or exchange offer for some or all the Shares
or a merger, consolidation or other business combination with or
involving the Company or any of its subsidiaries or affiliates or (iv)
any person, entity or group shall have filed a Notification and Report
Form under the HSR Act or made a public announcement reflecting an
intent to acquire the Company or any of its subsidiaries or any assets
or securities of the Company or any of its subsidiaries; or
(f) the Company or any of its subsidiaries shall have,
directly or indirectly, (i) split, combined or otherwise changed, or
authorized or proposed the split, combination or other change of, the
Shares or its capitalization, (ii) acquired or otherwise caused a
reduction in the number of, or authorized or proposed the acquisition
or other reduction in the number of, any outstanding Shares (other than
a redemption of the Rights in accordance with the terms of the Rights
Agreement as publicly disclosed to be in effect on March 31, 1997) or
other securities of the Company or any subsidiary thereof, (iii)
issued, distributed or sold, or authorized, proposed or announced the
issuance, distribution or sale of, (A) any additional Shares, shares of
any other class or series of capital stock, other voting securities, or
any securities convertible into or exchangeable or exercisable for any
of the foregoing, or options, rights or warrants, conditional or
otherwise, to acquire any of the foregoing in accordance with their
terms, (B) any shares of any class or
-8-
<PAGE>
series of capital stock, other voting securities, or any securities
convertible into or exchangeable or exercisable for any of the
foregoing of CTS or (C) any other securities or rights in respect of,
in lieu of or in substitution or exchange for any shares of its capital
stock, (iv) permitted the issuance or sale of any shares of any class
of capital stock or other debt or equity securities of any subsidiary
of the Company or any securities convertible into or exchangeable or
exercisable for any of the foregoing, (v) declared, paid or proposed to
declare or pay any dividend or other distribution, whether payable in
cash, securities or other property, on, or in respect of, any Shares
(other than a redemption of the Rights in accordance with the Rights
Agreement as publicly disclosed to be in effect on March 31, 1997 and
distributions of regular semi-annual dividends not to exceed $.10 per
Share), (vi) altered or proposed to alter any material term of any
outstanding security of the Company or any of its subsidiaries
(including the Rights), (vii) issued, distributed or sold, or
authorized or proposed the issuance, distribution or sale of, any debt
securities or securities convertible into or exchangeable or
exercisable for debt securities or any rights, warrants or options
entitling the holder thereof to purchase or otherwise acquire any debt
securities, or otherwise incurred, authorized or proposed the
incurrence of, any debt other than in the ordinary course of business
and consistent with past practice or any debt containing burdensome
covenants, (viii) authorized, recommended, proposed, effected or
announced its intention to engage in any merger (other than the
Merger), consolidation, liquidation, dissolution, business combination,
acquisition (including by way of exchange) of assets or securities,
disposition (including by way of exchange) of assets or securities,
joint venture, any release or relinquishment of any material contract
or other rights of the Company or any of its affiliates or CTS or any
comparable event not in the ordinary course of business, (ix)
authorized, recommended, proposed or announced its intent to enter
into, or entered into any agreement or arrangement with any person,
entity or group that in the reasonable judgment of Purchaser, has or
may have material adverse significance with respect to the value of the
Company or any of its affiliates, or the value of the Shares to
Purchaser or any of its affiliates, (x) amended or proposed, adopted or
authorized any amendment (other than any amendment which provides that
the Rights are inapplicable to the Offer and the Merger) to the Charter
or the By-Laws or similar organizational documents of the Company or
any of its subsidiaries or the Rights Agreement or Purchaser shall have
learned that the Company or any of its subsidiaries shall have proposed
or adopted any such amendment which shall not have been previously
disclosed, (xi) entered into or amended any employment, severance or
similar agreement, arrangement or plan with or for the benefit of any
employee of the Company or any of its subsidiaries (other than in the
ordinary course of business) or so as to provide for increased or
accelerated benefits to employees as a result of or in connection with
the making of the Offer, the acceptance for payment of or payment for
Shares by Purchaser or the consummation by Purchaser or any of its
affiliates of the Merger or any other business combination involving
the Company, (xii) except as may be required by law, taken any action
to terminate or amend any employee benefit plan (as defined in Section
3(2) of the Employee Retirement Income Security Act of 1974, as
amended) of the Company or any of its affiliates, or Purchaser shall
have become aware of any such action which shall not have been
previously disclosed, or (xiii) agreed in writing or otherwise to take
any of the foregoing actions; or
(g) Purchaser shall become aware (i) that any material
contractual right of the Company or any of its subsidiaries shall be
impaired or otherwise adversely affected or that any material amount of
indebtedness of the Company or any of its subsidiaries shall become
accelerated or otherwise become due or become subject to acceleration
prior to its stated due date, in each case with or without notice or
the lapse of time or both, as a result of or in connection with the
Offer or the consummation by Purchaser or any of its affiliates of the
Merger or any other business combination involving the Company, (ii) of
any covenant, term or condition in any of the instruments or agreements
of the Company or any of its subsidiaries that, in the reasonable
judgment of Purchaser, is or may be (whether considered alone or in the
aggregate with other such covenants, terms or conditions) materially
adverse to either the value of the Company or any of its subsidiaries
(including without limitation any event of default that may occur as a
result of or in connection with the Offer, the consummation by
Purchaser or any of its affiliates of the Merger or any other business
combination involving the Company) or the value of the Shares to
Purchaser or any of its affiliates or the consummation by Purchaser or
any of its affiliates of the Merger or any other business combination
involving the Company, or (iii) that any report, document, instrument,
financial statement or schedule of the Company filed with the
Commission contained, when filed, an untrue statement of a material
fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements made therein, in light of
the circumstances under which they were made, not misleading; or
-9-
<PAGE>
(h) any waiting periods under the HSR Act applicable to the
purchase of Shares pursuant to the Offer shall not have expired or been
terminated, or any approval, permit, authorization or consent of any
domestic or foreign or supranational governmental, administrative or
regulatory agency (federal, state, local, provincial or otherwise)
(including those described or referred to in Section 14) which is
required or believed to be appropriate shall not have been obtained on
terms satisfactory to the Parent in its reasonable discretion; or
(i) Purchaser or any of its affiliates shall have entered into
a definitive agreement or announced an agreement in principle with
respect to the Merger or any other business combination with the
Company or any of its affiliates or the purchase of any material
portion of the securities or assets of the Company or any of its
subsidiaries, or Purchaser or any of its affiliates and the Company
shall have agreed that Purchaser shall amend or terminate the Offer or
postpone the payment for the Shares pursuant thereto.
The foregoing conditions are for the sole benefit of Purchaser and may
be waived by Purchaser in whole or in part at any time and from time to time in
its reasonable discretion. Any determination by Purchaser concerning the events
described above shall be final and binding upon all parties including tendering
shareholders. The failure by Purchaser at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right and each such
right shall be deemed an ongoing right which may be asserted at any time and
from time to time.
A public announcement will be made of a material change in, or waiver
of, such conditions, to the extent required by Rules 14d-4(c) and 14d-6(d) under
the Exchange Act, and the Offer will be extended in connection with any such
change or waiver to the extent required by such rules.
8. 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 Supplement, the terms set forth in the Offer
to Purchase and the related Letter of Transmittal remain applicable in all
respects to the Offer and this Supplement should be read in conjunction with the
Offer to Purchase and the related Letter of Transmittal.
SB ACQUISITION CORP.
April 10, 1997
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<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]
EXHIBIT (A)(11)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED RIGHTS)
OF
DYNAMICS CORPORATION OF AMERICA
PURSUANT TO THE OFFER TO PURCHASE, DATED MARCH 31, 1997
AND THE SUPPLEMENT THERETO, DATED APRIL 10, 1997
BY
SB ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY
OF
WHX CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME,
ON TUESDAY, APRIL 29, 1997, UNLESS THE OFFER IS EXTENDED.
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
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OR TELEX TRANSMISSION
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST
SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE
SUBSTITUTE FORM W-9 PROVIDED BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL
SHOULD BE READ CAREFULLY BEFORE THIS LETTER
OF TRANSMITTAL IS COMPLETED.
THIS LETTER OF TRANSMITTAL IS TO BE COMPLETED BY SHAREHOLDERS OF
DYNAMICS CORPORATION OF AMERICA EITHER IF CERTIFICATES EVIDENCING SHARES (EACH
AS DEFINED BELOW) ARE TO BE FORWARDED HEREWITH, OR IF DELIVERY OF SHARES IS TO
BE MADE BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE DEPOSITORY
TRUST COMPANY OR THE PHILADELPHIA DEPOSITORY TRUST COMPANY (EACH A "BOOK-ENTRY
TRANSFER
<PAGE>
FACILITY") PURSUANT TO THE BOOK-ENTRY TRANSFER PROCEDURE DESCRIBED IN
"PROCEDURES FOR TENDERING SHARES" OF THE OFFER TO PURCHASE (AS DEFINED BELOW).
DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH
BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
While the previously circulated (yellow) Letter of Transmittal refers
to the Offer to Purchase, dated March 31, 1997, and the Supplement thereto,
dated April 10, 1997, shareholders making use thereof to tender their Shares
will nevertheless receive $45 per Share for each Share validly tendered and not
withdrawn and accepted for payment pursuant to the Offer, subject to the
conditions of the Offer. Shareholders who have previously validly tendered and
have not withdrawn their Shares pursuant to the Offer are not required to take
any further action to receive the increased tender price of $45 per Share.
This revised (white) Letter of Transmittal or the previously circulated
(yellow) Letter of Transmittal is to be completed by shareholders either if
certificates evidencing Shares (as defined below) are to be forwarded herewith
or if delivery of Shares is to be made by book-entry transfer to the
Depositary's Account at any Book-Entry Transfer Facility pursuant to the
book-entry transfer procedure described in Section 3 of the Offer to Purchase
(as defined below). DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES
NOT CONSTITUTE DELIVERY TO THE DEPOSITORY.
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER
FACILITIES AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
---------------------------------
CHECK BOX OF APPLICABLE BOOK-ENTRY TRANSFER FACILITY:
/ / DTC / / PDTC
Account Number:
---------------------------------------------------------
Transaction Code Number:
------------------------------------------------
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<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- -----------------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) Share Certificate(s) Tendered
(Please fill in, if blank) (Attach Additional List if Necessary)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total Number of Number of
Certificate Shares Represented Shares
Number(s)* By Certificate(s)* Tendered**
- -----------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
Total Shares
- -----------------------------------------------------------------------------------------------------------------------------
* Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares being delivered to the Depositary are being tendered.
See Instruction 4.
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
The names and addresses of the registered holders should be printed, if
not already printed above, exactly as they appear on the certificates
representing Shares tendered hereby. The certificates and number of
Shares that the undersigned wishes to tender should be indicated in the
appropriate boxes.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL
CAREFULLY.
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<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to SB Acquisition Corp., a New York
corporation ("Purchaser") and a wholly owned subsidiary of WHX Corporation, a
Delaware corporation, the above described 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 (the "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 (the "Offer Price"), upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated March
31, 1997 (the "Offer to Purchase"), and in the related Letter of Transmittal
(which, as amended from time to time, together constitute the "Offer"). UNLESS
THE CONTEXT REQUIRES OTHERWISE, ALL REFERENCES HEREIN TO THE SHARES SHALL
INCLUDE THE ASSOCIATED RIGHTS, AND ALL REFERENCES TO THE RIGHTS SHALL INCLUDE
ALL BENEFITS THAT MAY INURE TO THE HOLDERS OF THE RIGHTS PURSUANT TO THE RIGHTS
AGREEMENT.
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith, in accordance with the terms of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to, or upon the
order of, Purchaser all right, title and interest in and to all the Shares that
are being tendered hereby (and any and all non-cash dividends, distributions,
rights, other Shares or other securities issued or issuable in respect thereof
or declared, paid or distributed in respect of such Shares (collectively,
"Distributions")), purchased pursuant to the Offer and irrevocably appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares and all Distributions, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (i) deliver certificates for such Shares
(individually, a "Share Certificate") and all Distributions, or transfer
ownership of such Shares and all Distributions on the account books maintained
by the Book-Entry Transfer Facility, together, in either case, with all
accompanying evidence of transfer and authenticity to, or upon the order of
Purchaser, (ii) present such Shares and all Distributions for transfer on the
books of the Company, and (iii) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Shares and all Distributions, all in
accordance with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned irrevocably
appoints Ronald LaBow and Stewart E. Tabin as proxies of the undersigned, each
with full power of substitution, to vote in such manner as each such attorney
and proxy or his substitute shall, in his sole discretion, deem proper, and
otherwise to act (including pursuant to written consent) with respect to all the
Shares tendered hereby that have been accepted for payment by the Purchaser
prior to the time of such vote or action (and all Distributions of said Shares)
which the undersigned is entitled to vote or consent with respect to at any
meeting of stockholders of the Company, whether annual or special, and whether
or not an adjourned meeting (including without limitation the 1997 Annual
Meeting of the Shareholders of the Company scheduled to be held on May 2, 1997).
THIS PROXY IS IRREVOCABLE and is granted in consideration of, and is effective
upon, the acceptance for payment of such Shares by the Purchaser in accordance
with the terms of the Offer. Such acceptance for payment shall revoke any other
proxy granted by the undersigned at any time with respect to such Shares (and
any other such Shares or securities) and no subsequent proxies will be given
(and if given will be deemed not to be effective) with respect thereto by the
undersigned.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and all Distributions, that the undersigned own(s) the Shares
tendered hereby and that, when such Shares are accepted for payment by
Purchaser, Purchaser will acquire good, marketable and unencumbered title
thereto and to all Distributions, free and clear of all liens, restrictions,
charges and encumbrances, and that none of such Shares and Distributions will be
subject to any adverse claim. The undersigned, upon request, shall execute and
deliver all additional documents deemed by the Depositary or Purchaser to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby and all Distributions. In addition, the undersigned shall
remit and transfer promptly to the Depositary for the account of Purchaser all
Distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of
-4-
<PAGE>
transfer, and, pending such remittance and transfer or appropriate assurance
thereof, Purchaser shall be entitled to all rights and privileges as owner of
each such Distribution and may withhold the entire purchase price of the Shares
tendered hereby or deduct from such purchase price, the amount or value of such
Distribution as determined by Purchaser in its sole discretion.
No authority herein conferred or agreed to be conferred shall be
affected by, and all such authority shall survive, the death or incapacity of
the undersigned. All obligations of the undersigned hereunder shall be binding
upon the heirs, executors, personal and legal representatives, administrators,
trustees in bankruptcy, successors and assigns of the undersigned. Except as
stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one
of the procedures described in "Procedures for Tendering Shares" of the Offer to
Purchase and in the Instructions hereto will constitute the undersigned's
acceptance of the terms and conditions of the Offer. Purchaser's acceptance for
payment of Shares tendered pursuant to the Offer will constitute a binding
agreement between the undersigned and Purchaser upon the terms and subject to
the conditions of the Offer. The undersigned recognizes that under certain
circumstances set forth in the Offer to Purchase, Purchaser may not be required
to accept for payment any of the Shares tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price and/or return any
certificates evidencing Shares not tendered or accepted for payment, in the
name(s) of the registered holder(s) appearing above under "Description of Shares
Tendered." Similarly, unless otherwise indicated in the box entitled "Special
Delivery Instructions," please mail the check for the purchase price and/or
return any certificates evidencing Shares not tendered or accepted for payment
(and accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing above under "Description of Shares Tendered." In
the event that the box entitled "Special Payment Instructions" and/or "Special
Delivery Instructions" are completed, please issue the check for the purchase
price and/or return any certificates for Shares not purchased or not tendered or
accepted for payment in the name(s) of, and/or mail such check and/or return
such certificates to, the person(s) so indicated. Unless otherwise indicated
herein in the box entitled "Special Payment Instructions," please credit any
Shares tendered hereby and delivered by book-entry transfer, but which are not
purchased, by crediting the account at the Book-Entry Transfer Facility
designated above. The undersigned recognizes that Purchaser has no obligation,
pursuant to the Special Payment Instructions, to transfer any Shares from the
name of the registered holder(s) thereof if Purchaser does not accept for
payment any of the Shares tendered hereby.
-5-
<PAGE>
- --------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
SEE INSTRUCTIONS 1, 5, 6 AND 7 OF THIS
LETTER OF TRANSMITTAL)
To be completed ONLY if certificates for Shares not
tendered or not purchased and/or the check for the
purchase price of Shares purchased are to be issued in
the name of someone other than the undersigned.
Issue check and/or certificates to:
Name:
----------------------------------------------
(PLEASE PRINT)
Address:
--------------------------------------------
(Include Zip Code)
- ---------------------------------------------------
Taxpayer Identification or Social Security Number
(See Substitute Form W-9 on reverse)
- --------------------------------------------------
- --------------------------------------------------------
- --------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7 OF THIS
LETTER OF TRANSMITTAL)
To be completed ONLY if certificates for Shares not
tendered or not purchased and/or the check for the
purchase price of Shares purchased are to be sent to
someone other than the undersigned, or to the undersigned
at an address other than that shown above.
Mail check and/or certificates to:
Name:
----------------------------------------------
(PLEASE PRINT)
Address:
-------------------------------------------
(INCLUDE ZIP CODE)
- ---------------------------------------------------
- --------------------------------------------------------
-6-
<PAGE>
RECORD OWNERSHIP AS OF MARCH 14, 1997
(SEE INSTRUCTION 10)
- --------------------------------------------------------------------------------
/ / Of the Shares tendered hereby ________ were owned of record by the
undersigned as of the close of business on March 14, 1997.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGN HERE
(COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
-----------------------------------
(SIGNATURE(S) OF HOLDER(S)
Dated: , 1997
(Must be signed by registered holder(s) exactly as name(s) appear(s) on share
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, please provide the following information. See
Instruction 5 of this Letter of Transmittal.)
Name(s):
-------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title):
-----------------------------------------------------
Address:
-------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
--------------------------------------------
Tax Identification or Social Security Number:
------------------------------
(COMPLETE SUBSTITUTE FOR W-9 ON REVERSE)
- --------------------------------------------------------------------------------
-7-
<PAGE>
- --------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5 OF THIS LETTER OF TRANSMITTAL)
Authorized Signature:
----------------------------------------------------
Name:
--------------------------------------------------------------------
(PLEASE PRINT)
Title:
-------------------------------------------------------------------
Name of Firm:
------------------------------------------------------------
Address:
-----------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
------------------------------------------
Dated: , 1997
- --------------------------------------------------------------------------------
-8-
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm which is a
bank, broker, dealer, credit union, savings association, or other entity that is
a member in good standing of the Securities Transfer Agents Medallion Program
(each, an "Eligible Institution"). No signature guarantee is required on this
Letter of Transmittal (i) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this document, shall include
any participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of Shares) of Shares tendered herewith,
unless such holder(s) has completed either the box entitled "Special Delivery
Instructions" or the box entitled "Special Payment Instructions" included
herein, or (ii) if such Shares are tendered for the account of an Eligible
Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Share Certificates. This
Letter of Transmittal is to be used either if certificates evidencing Shares
("Certificates") are to be forwarded herewith or if Shares are to be delivered
by book-entry transfer pursuant to the procedure set forth in "Procedures for
Tendering Shares" of the Offer to Purchase. Certificates evidencing all tendered
Shares, or confirmation of a book-entry transfer of such Shares, if such
procedure is available, into the Depositary's account at a Book-Entry Transfer
Facility pursuant to the procedures set forth in "Procedures for Tendering
Shares" of the Offer to Purchase, together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) with any required
signature guarantees (or, in the case of a book-entry transfer, an Agent's
Message, as defined below) and any other documents required by this Letter of
Transmittal, must be received by the Depositary at one of its addresses set
forth herein prior to the Expiration Date (as defined in "Terms of the Offer;
Proration; Expiration Date" of the Offer to Purchase). If Certificates are
forwarded to the Depositary in multiple deliveries, a properly completed and
duly executed Letter of Transmittal must accompany each such delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, CERTIFICATES AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER
FACILITY, IS AT THE SOLE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF
DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and
no fractional Shares will be purchased. By execution of this Letter of
Transmittal (or a facsimile hereof), all tendering shareholders waive any right
to receive any notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the Certificate numbers, the number of Shares
evidenced by such Certificates and the number of Shares tendered should be
listed on a separate schedule and attached hereto.
4. Partial Tenders. (Not applicable to shareholders who tender by
book-entry transfer.) If fewer than all the Shares evidenced by any Certificate
delivered to the Depositary herewith are to be tendered hereby, fill in the
number of Shares which are to be tendered in the box entitled "Number of Shares
Tendered." In such cases, new Certificate(s) evidencing the remainder of the
Shares that were evidenced by the Certificates delivered to the Depositary
herewith will be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the box entitled "Special Delivery Instructions,"
as soon as practicable after the expiration or termination of the Offer. All
Shares evidenced by Certificates delivered to the Depositary will be deemed to
have been tendered unless otherwise indicated.
-9-
<PAGE>
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the Certificates evidencing such Shares without
alteration, enlargement or any other change whatsoever.
If any Shares tendered hereby is owned of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in the names of
different holders, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such
certificates.
If this Letter of Transmittal is signed by the registered holder(s) of
the Shares tendered hereby, no endorsements of Certificates or separate stock
powers are required, unless payment is to be made to, or Certificates evidencing
Shares not tendered or not purchased are to be issued in the name of, a person
other than the registered holder(s), in which case, the Certificate(s)
evidencing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on such Certificate(s). Signatures on such
Certificate(s) and stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the Certificate(s) tendered
hereby must be endorsed or accompanied by appropriate stock powers, in either
case signed exactly as the name(s) of the registered holder(s) appear(s) on such
Certificate(s). Signatures on such Certificate(s) and stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Certificate(s) or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of such person's authority so to act must be
submitted.
6. Stock Transfer Taxes. Except as otherwise provided in this
Instruction 6, Purchaser will pay all stock transfer taxes with respect to the
sale and transfer of any Shares to it or its order pursuant to the Offer. If,
however, payment of the purchase price of any Shares purchased is to be made to,
or Certificate(s) evidencing Shares not tendered or not purchased are to be
issued in the name of, a person other than the registered holder(s), the amount
of any stock transfer taxes (whether imposed on the registered holder(s), such
other person or otherwise) payable on account of the transfer to such other
person will be deducted from the purchase price of such Shares purchased, unless
evidence satisfactory to Purchaser of the payment of such taxes, or exemption
therefrom, is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATE(S) EVIDENCING THE SHARES
TENDERED HEREBY.
7. Special Payment and Delivery Instructions. If a check for the
purchase price of any Shares tendered hereby is to be issued, or Certificate(s)
evidencing Shares not tendered or not purchased are to be issued, in the name of
a person other than the person(s) signing this Letter of Transmittal or if such
check or any such Certificate is to be sent to someone other than the person(s)
signing this Letter of Transmittal or to the person(s) signing this Letter of
Transmittal but at an address other than that shown in the box entitled
"Description of Shares Tendered," the appropriate boxes on this Letter of
Transmittal must be completed. Shares tendered hereby by book-entry transfer may
request that Shares not purchased be credited to such account maintained at the
Book-Entry Transfer Facility as such shareholder may designate in the box
entitled "Special Payment Instructions" on the reverse hereof. If no
-10-
<PAGE>
such instructions are given, all such Shares not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility as the account from
which such Shares were delivered.
8. Requests for Assistance or Additional Copies. Requests for
assistance may be directed to the Information Agent at their respective
addresses or telephone numbers set forth herein. Additional copies of the Offer
to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and
the Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 may be obtained from the Information Agent or from brokers, dealers,
commercial banks or trust companies.
9. Substitute Form W-9. Each tendering shareholder is required to
provide the Depositary with a correct Taxpayer Identification Number ("TIN") on
the Substitute Form W-9 which is provided under "Important Tax Information"
below, and to certify, under penalties of perjury, that such number is correct
and that such shareholder is not subject to backup withholding of federal income
tax. If a tendering shareholder has been notified by the Internal Revenue
Service that such shareholder is subject to backup withholding, such shareholder
must cross out item (2) of the Certification box of the Substitute Form W-9,
unless such shareholder has since been notified by the Internal Revenue Service
that such shareholder is no longer subject to backup withholding. Failure to
provide the information on the Substitute Form W-9 may subject the tendering
shareholder to 31% federal income tax withholding on the payment of the purchase
price of all Shares purchased from such shareholder. If the tendering
shareholder has not been issued a TIN and has applied for one or intends to
apply for one in the near future, such shareholder should write "Applied For" in
the space provided for the TIN in Part I of the Substitute Form W-9, and sign
and date the Substitute Form W-9. If "Applied For" is written in Part I and the
Depositary is not provided with a TIN within 60 days, the Depositary will
withhold 31% on all payments of the purchase price to such shareholder until a
TIN is provided to the Depositary.
10. Record Ownership of Shares as of March 14, 1997. If the statement
therein is applicable, a tendering stockholder should check the box next to the
statement contained in the box entitled "Record Ownership as of March 14, 1997,"
and the statement so specified should be accurate and correct. However, it is
not necessary to check that box in order for Shares to be duly and properly
tendered. Shareholders who own shares both as of and after the March 14, 1997
record date for the Company's Annual Meeting (in particular, brokers, dealers,
commercial banks and other nominees) are advised to check the box entitled
"Record Ownership as of March 14, 1997" and fill in the blank with the number of
Shares being tendered which were owned as of March 14, 1997. The failure to
follow this procedure will not, however, affect the validity of any tender, as
this is for informational purposes only.
11. Lost, Destroyed or Stolen Certificates. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the shareholder should
promptly notify the Depositary. The shareholder will then be instructed as to
the steps that must be taken in order to replace the certificate(s). This Letter
of Transmittal and related documents cannot be processed until the procedures
for replacing lost or destroyed certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
HEREOF), PROPERLY COMPLETED AND DULY EXECUTED, WITH ANY REQUIRED SIGNATURE
GUARANTEES, OR AN AGENT'S MESSAGE (TOGETHER WITH SHARE CERTIFICATES OR
CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) MUST BE
RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER
TO PURCHASE).
-11-
<PAGE>
IMPORTANT TAX INFORMATION
Under the federal income tax law, a shareholder whose tendered Shares
are accepted for payment is required by law to provide the Depositary (as payer)
with such shareholder's correct TIN on Substitute Form W-9 below. If such
shareholder is an individual, the TIN is such shareholder's social security
number. If the Depositary is not provided with the correct TIN, the shareholder
may be subject to a $50 penalty imposed by the Internal Revenue Service. In
addition, payments that are made to such shareholder with respect to Shares
purchased pursuant to the Offer may be subject to backup withholding of 31%.
Certain shareholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, such individual must submit a statement, signed under
penalties of perjury, attesting to such individual's exempt status. Forms of
such statements can be obtained from the Depositary. See the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies with respect to a shareholder, the
Depositary is required to withhold 31% of any payments made to such shareholder.
Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a
shareholder with respect to Shares purchased pursuant to the Offer, the
shareholder is required to notify the Depositary of such shareholder's correct
TIN by completing the form below certifying (a) that the TIN provided on
Substitute Form W-9 is correct (or that such shareholder is awaiting a TIN), and
(b) that (i) such shareholder has not been notified by the Internal Revenue
Service that such shareholder is subject to backup withholding as a result of a
failure to report all interest or dividends or (ii) the Internal Revenue Service
has notified such shareholder that such shareholder is no longer subject to
backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social security
number or employer identification number of the record holder of the Shares
tendered hereby. If the Shares are in more than one name or are not in the name
of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance on
which number to report. If the tendering shareholder has not been issued a TIN
and has applied for a number or intends to apply for a number in the near
future, the shareholder should write "Applied For" in the space provided for the
TIN in Part I, and sign and date the Substitute Form W-9. If "Applied For" is
written in Part I and the Depositary is not provided with a TIN within 60 days,
the Depositary will withhold 31% of all payments of the purchase price to such
shareholder until a TIN is provided to the Depositary.
-12-
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: HARRIS TRUST COMPANY OF NEW YORK, AS DEPOSITARY
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUBSTITUTE PART I--PLEASE PROVIDE YOUR TIN IN THE BOX AT ----------------------
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. Social Security Number
Department of the Treasury OR
Internal Revenue Service
-----------------------
Employer Identification
Number
(If awaiting TIN write
"Applied For")
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
Payer's Request for PART II--For Payees Exempt From Backup Withholding, see
Taxpayer the enclosed Guidelines and complete as
Identification instructed therein.
Number (TIN)
CERTIFICATION--Under penalties of perjury, I certify that:
(1) The number shown on this form is my
correct Taxpayer Identification
Number (or a Taxpayer
Identification Number has not been
issued to me and either (a) I have
mailed or delivered an application
to receive a Taxpayer
Identification Number to the
appropriate Internal Revenue
Service ("IRS") or Social Security
administration office or (b) I
intend to mail or deliver an
application in the near future. I
understand that if I do not provide
a Taxpayer Identification Number
within sixty (60) days, 31% of all
reportable payments made to me
thereafter will be withheld until I
provide a number), and
(2) I am not subject to backup
withholding because (a) I am exempt
from backup withholding, (b) I have
not been notified by the IRS that I
am subject to backup withholding as
a result of failure to report all
interest or dividends or (c) the
IRS has notified me that I am no
longer subject to backup
withholding.
CERTIFICATE INSTRUCTIONS--You must cross out item (2) above
if you have been notified by the IRS that you are subject
to backup withholding because of under reporting interest
or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup
withholding you received another notification from the IRS
that you are no longer subject to backup withholding, do
not cross out item (2). (Also see instructions in the
enclosed Guidelines.)
- --------------------------------------------------------------------------------
SIGNATURE: DATE: , 1997
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
Questions and requests for assistance or additional copies of the Offer
to Purchase, Letter of Transmittal and other tender offer materials may be
directed to the Information Agent set forth below:
The Information Agent for the Offer is:
GEORGESON & COMPANY INC.
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (Toll-Free)
Banks and Brokers Call: (212) 440-9800 (Collect)
-13-
OFFER TO PURCHASE FOR CASH
UP TO 649,000 SHARES
OF
COMMON STOCK (INCLUDING THE ASSOCIATED RIGHTS)
OF
DYNAMICS CORPORATION OF AMERICA
AT
$45 NET PER SHARE
by
SB ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
WHX CORPORATION
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME
ON TUESDAY, APRIL 29, 1997 UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
April 10, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We are asking you to contact your clients for whom you hold shares of
common stock, par value $.10 per share (the "Shares"), of Dynamics Corporation
of America, a New York corporation (the "Company"). Please bring to their
attention as promptly as possible the offer being made by SB Acquisition Corp.,
a New York corporation ("Purchaser") and a wholly owned subsidiary of WHX
Corporation, a Delaware corporation ("Parent"), to purchase up to 649,000
Shares, 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
(the "Offer Price"), upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated March 31, 1997 (the "Offer to Purchase"), as
amended and supplemented by the Supplement thereto, dated April 10, 1997 (the
"Supplement") and the related Letters of Transmittal (which, as amended from
time to time, together constitute the "Offer") enclosed herewith.
For your information and for forwarding to your clients for whom you
hold Shares registered in your name or in the name of your nominee, or who hold
Shares registered in their own names, we are enclosing the following documents:
1. Offer to Purchase, dated March 31, 1997;
2. Supplement, dated April 10, 1997;
3. Revised Letter of Transmittal to be used by holders of shares
in accepting the Offer. Facsimile copies of the Letter of
Transmittal may be used to accept the Offer;
4. A letter which may be sent to your clients for whose accounts
you hold Shares registered in your name or in the name of your
nominees, with space provided for obtaining such clients'
instructions with regard to the Offer;
5. Guidelines of the Internal Revenue Service for Certification
of Taxpayer Identification Number on Substitute Form W-9; and
6. Return envelope addressed to the Depositary.
<PAGE>
No tenders pursuant to guaranteed delivery will be accepted. The (gray)
Notice of Guaranteed Delivery previously circulated with the Offer to Purchase
should be discarded.
We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Offer to their attention as
promptly as possible. The Purchaser will not pay any fees or commissions to any
broker or dealer or any other person (other than the Information Agent) for
soliciting tenders of Shares pursuant to the Offer. You will be reimbursed by
the Purchaser for customary mailing expenses incurred by you in forwarding any
of the enclosed materials to your clients. The Purchaser will pay or cause to be
paid any stock transfer taxes payable on the sale and transfer of Shares to it
or its order, except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, EASTERN TIME, ON TUESDAY, APRIL 29, 1997, UNLESS THE OFFER IS
EXTENDED.
In order to take advantage of the Offer, (1) a duly executed and
properly completed Letter of Transmittal, and, if necessary, any other required
documents should be sent to the Depositary and (2) either certificates
representing the tendered Shares should be delivered to the Depositary, or such
Shares should be tendered by book-entry transfer into the Depositary's account
at one of the book-entry transfer facilities (as defined in the Offer to
Purchase), all in accordance with the Instructions set forth in the Letter of
Transmittal, the Offer to Purchase and the Supplement.
Any inquiries you may have with respect to the Offer should be
addressed to the Information Agent at the address and telephone number as set
forth on the back cover page of the Offer to Purchase or the Supplement.
Additional copies of the above documents may be obtained from the
Information Agent, at the address and telephone number set forth on the back
cover of the Offer to Purchase or the Supplement.
Very truly yours,
SB ACQUISITION CORP.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON AS AN AGENT OF PARENT, PURCHASER, THE DEPOSITARY OR THE
INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND THE
STATEMENTS CONTAINED THEREIN.
-2-
OFFER TO PURCHASE FOR CASH
UP TO 649,000 SHARES
OF
COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS)
OF
DYNAMICS CORPORATION OF AMERICA
AT
$45 NET PER SHARE
by
SB ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
WHX CORPORATION
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME
ON TUESDAY, APRIL 29, 1997 UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
April 10, 1997
To Our Clients:
Enclosed for your consideration is an Offer to Purchase, dated March
31, 1997 (the "Offer to Purchase"), as amended and supplemented by the
Supplement thereto, dated April 10, 1997 (the "Supplement") and the related
Letters of Transmittal (which, as amended from time to time, together constitute
the "Offer") in connection with the Offer by SB Acquisition Corp., a New York
corporation ("Purchaser") and a wholly owned subsidiary of WHX Corporation, a
Delaware corporation ("Parent"), to purchase up to 649,000 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 $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.
THE MATERIAL IS BEING SENT TO YOU AS THE BENEFICIAL OWNER OF SHARES
HELD BY US FOR YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. WE ARE THE HOLDER
OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE
MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE
LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT
BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender on
your behalf any or all of the Shares held by us for your account, upon the terms
and subject to the conditions set forth in the Offer.
Your attention is invited to the following:
1. The tender price is $45 per Share, net to the seller in cash.
2. The Offer, and withdrawal rights will expire at 12:00 Midnight,
New York City time, on Tuesday, April 29, 1997, unless the Offer
is extended.
3. The Offer is being made for up to 17% of the outstanding Shares.
<PAGE>
4. The Offer is conditioned upon, among other things, there not
having been entered into or effectuated any agreements with any
person impairing the Purchaser's ability to acquire the Company or
otherwise diminish the expected economic value to Purchaser of the
acquisition of the Company.
5. Tendering shareholders will not be obligated to pay brokerage fees
or commissions or, except as set forth in Instruction 6 of the
Letter of Transmittal, stock transfer taxes on the purchase of
Shares by Purchaser pursuant to the Offer.
The Offer is made solely by the Offer to Purchase, the Supplement and
the related Letters of Transmittal and is being made to all holders of Shares.
Purchaser is not aware of any state where the making of the Offer is prohibited
by administrative or judicial action pursuant to any valid state statute. If
Purchaser becomes aware of any valid state statute prohibiting the making of the
Offer or the acceptance of Shares pursuant thereto, Purchaser will make a good
faith effort to comply with such state statute. If, after such good faith
effort, Purchaser cannot comply with such state statute, the Offer will not be
made to (nor will tenders be accepted from or on behalf of) the holders of
Shares in such state. In any jurisdiction where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of Purchaser by the Dealer Managers
or one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing and returning to us the instruction form
contained in this letter. An envelope in which to return your instructions to us
is enclosed. If you authorize the tender of your Shares, all such Shares will be
tendered unless otherwise specified on the instruction form set forth in this
letter. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
-2-
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE OFFER
TO PURCHASE FOR CASH UP TO 649,000
SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED RIGHTS)
OF
DYNAMICS CORPORATION OF AMERICA
The undersigned acknowledge(s) receipt of your letter, the enclosed
Offer to Purchase, dated March 31, 1997, as amended and supplemented by the
Supplement thereto, dated April 10, 1997 and the related Letters of Transmittal
(which, as amended from time to time, together constitute the "Offer"), in
connection with the offer by SB Acquisition Corp., a New York corporation
("Purchaser") and a wholly owned subsidiary of WHX Corporation, a Delaware
corporation, to purchase up to 649,000 shares of common stock, par value $.10
per share (the "Shares") of Dynamics Corporation of America, a New York
corporation, 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.
This will instruct you to tender to Purchaser the number of Shares
indicated below (or, if no number is indicated in either appropriate space
below, all Shares) held by you for the account of the undersigned, upon the
terms and subject to the conditions set forth in the Offer.
NUMBER OF SHARES TO BE TENDERED:*
________________Shares
Account Number: _______________
Dated: _____________, 1997
SIGN HERE
----------------------------------------
----------------------------------------
Signature(s)
----------------------------------------
----------------------------------------
Please Type or Print Name(s)
----------------------------------------
----------------------------------------
Please Type or Print
Address(es) Here
----------------------------------------
Area Code and Telephone Number
----------------------------------------
Taxpayer Identification or
Social Security Number(s)
- --------
* Unless otherwise indicated, it will be assumed that all Shares held
by us for your account are to be tendered.
-3-
