SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)
Filed by the registrant / /
Filed by a party other than the registrant /X/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14(a)-12
Dynamics Corporation of America
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
WHX Corporation
- --------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement, if other than Registrant)
Payment of filing fee (check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
<PAGE>
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
-2-
<PAGE>
[WHX Letterhead]
May ___, 1997
Dear Fellow Shareholders of Dynamics Corporation of America:
WHX has offered $45 per share in cash to acquire 100% of
Dynamics Corp. of America through an any and all tender offer and follow-up
merger. This price represents a premium of nearly 60% over the market price at
year-end and nearly 36% over the market price on March 27, 1997, the last
trading day prior to the announcement of WHX's initial offer of $40 per share.
Concurrently with its tender offer, WHX is soliciting your
vote to (i) elect six WHX nominees (a majority) to the Board of Directors and
(ii) adopt a shareholder resolution which advises the Board of Directors of
shareholders' view that the acquisition of Dynamics Corp. by WHX at $45 per
share is in the best short and long term interests of the Company and its
shareholders.
WHX's nominees to the Board of Directors are committed to
promptly effect a merger of Dynamics Corp. with WHX at $45 per share. If
elected, they will vote to take all appropriate steps to remove the
anti-takeover defenses which may hinder the completion of WHX's merger proposal.
If you agree with us that shareholders -- not the Board of
Directors -- should have the freedom to decide on whether to accept WHX's any
and all tender offer and merger proposal at $45 per share, then please sign and
return the enclosed Gold proxy card.
Sincerely yours,
WHX CORPORATION
Ron LaBow
Chairman of the Board of
Directors
<PAGE>
---------------------------------------------------------------------------
If your shares of Common Stock are held in the name of a bank
or brokerage firm, only that firm can execute a proxy card on
your behalf. Please contact the person responsible for your
account and instruct them to execute a GOLD proxy as soon as
possible. If you have already returned a White proxy card to
the Company, you can revoke that proxy by returning a new
GOLD proxy card today. Only your latest
dated proxy card will be counted.
If you have questions or need assistance in voting your shares,
please contact the firm assisting us in the solicitation of proxies:
GEORGESON & COMPANY INC.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
TOLL FREE: 1-800-223-2064
BANKS & BROKERS CALL: 212-440-9800
---------------------------------------------------------------------------
-2-
<PAGE>
PRELIMINARY PROXY MATERIALS
DATED MAY ___, 1997
1997 ANNUAL MEETING OF SHAREHOLDERS
OF
DYNAMICS CORPORATION OF AMERICA
---------------------------
PROXY STATEMENT
OF
WHX CORPORATION
---------------------------
This Proxy Statement (the "Proxy Statement"), the accompanying letter
to shareholders and the enclosed GOLD proxy card are furnished in connection
with the solicitation of proxies by WHX Corporation, a Delaware corporation
("WHX"), for use at the 1997 Annual Meeting of Shareholders of Dynamics
Corporation of America, a New York corporation (the "Company"), to be held on
August 1, 1997 at a time and place to be designated by the Company and at any
adjournments or postponements thereof (the "Annual Meeting").
The Company has announced that only three directors will be elected a
the Annual Meeting or until the election and qualification of their successors.
WHX believes that the Company has improperly extended the terms of existing
directors and that six seats on the Board of Directors of the Company (the
"Board") are open for election. Accordingly, WHX is soliciting proxies pursuant
to this Proxy Statement to elect the six nominees of WHX named in this Proxy
Statement (the "WHX Nominees") to the Board. WHX is also soliciting proxies
pursuant to this Proxy Statement to adopt a resolution which advises the Board
of shareholders' view that the acquisition of the Company by WHX at $45 per
share is in the best short and long term interests of the Company and its
shareholders (the "Shareholder Resolution"). Notwithstanding the vote by
shareholders, the Shareholder Resolution would not be binding on the Board.
EACH OF THE WHX NOMINEES IS COMMITTED TO A SALE OF THE COMPANY TO WHX AT $45 PER
SHARE IN CASH.
The record date for determining shareholders entitled to notice of and
to vote at the Annual Meeting has not yet been established, but it is
anticipated to be June 12, 1997 (the "Record Date"). Shareholders of record at
the close of business on the Record Date will be entitled to one vote for each
share of common stock, par value $0.10 per share (the "Shares"), of the Company,
held on the Record Date on all matters submitted to a vote of shareholders at
the Annual Meeting. The affirmative vote of the holders of a plurality of the
Shares represented in person or by proxy at the Annual Meeting is required to
elect each of the WHX Nominees. The affirmative vote of the holders of a
majority of the Shares represented in person or by proxy at the Annual Meeting
is required to adopt the Shareholder Resolution. Based on publicly available
information filed by the Company with the Securities and Exchange Commission ,
as of March 26, 1997 there were 3,818,766 Shares issued and outstanding, of
which 3,572 were non-voting shares convertible at any time into voting shares.
---------------------------
<PAGE>
This Proxy Statement, the accompanying letter to shareholders and the
GOLD proxy card are first being furnished to shareholders on or about May __,
1997. The principal executive offices of the Company are located at 475
Steamboat Road, Greenwich, Connecticut 06830.
ELECTION OF DIRECTORS
<TABLE>
<CAPTION>
WHX NOMINEES FOR DIRECTORS:
NAME, AGE AND Principal Occupation and Business Experience
PRINCIPAL BUSINESS ADDRESS During Last Five Years; Current Directorships(l)
- ------------------------------------------------ -------------------------------------------------------------
<S> <C>
Ronald LaBow (62).................................. Chairman of the Board of Directors of WHX since July 1994;
110 East 59th Street Chairman of the Board of Directors of Wheeling-Pittsburgh
New York, New York 10022 Corporation ("WPC") since 1991; President, Stonehill
Investment Corp. (a private investment management company)
since February 1990. Formerly with Neuberger & Berman, a New
York based investment advisory and management firm, from 1978
to 1990, where he was in charge of investing a portion of the
firm's proprietary trading account in bankruptcy and workout
situations. Mr. LaBow received a B.S. in 1959 from the
University of Illinois and an M.B.A. in 1961 from the
Columbia University Graduate School of Business. He also hold
two law degrees and is a member of the New York State bar.
Mr. LaBow is also a director of Regency Equities Corp., a
real estate company.
Stewart E. Tabin (40)............................. Assistant Treasurer of WHX since August 1994; Assistant
110 East 59th Street Treasurer of WPC since January 1991; Vice President of
New York, New York 10022 Stonehill Investment Corp. since February 1990. Prior
thereto, Mr. Tabin was at Neuberger & Berman since 1985,
where he worked with Mr. LaBow in investing a portion of the
firm's proprietary trading account in bankruptcy and workout
situations. From 1986 to 1989, Mr. Tabin was also in charge
of the Liberty Fund, an open-end investment company managed
by Neuberger & Berman that invested in high-yield securities.
Before joining Neuberger & Berman, he practiced bankruptcy
and creditors' rights law with the firm of Wachtell, Lipton,
Rosen & Katz in New York City. Mr. Tabin received a B.S. in
1978 from the Wharton School, University of Pennsylvania (Cum
Laude), and a J.D. in 1982 from the New York University
School of Law (executive editor of the New York University
Law Review).
Neale X. Trangucci (40)............................ Assistant Treasurer of WHX since August 1994; Assistant
110 East 59th Street Treasurer of WPC since January 1991; Vice President of
New York, New York 10022 Stonehill Investment Corp. since February 1990. Prior
thereto, Mr. Trangucci was at Neuberger & Berman since 1988,
where he worked with Mr. LaBow in investing a portion of the
firm's proprietary trading account in bankruptcy and workout
situations. Prior to joining Neuberger & Berman, he was a
Vice President in Salomon Brothers Inc.'s Restructuring Group
in the firm's Merchant Banking division. Before joining
Salomon Brothers, he was a Second Vice President at
Continental Bank in the workout group for six years. Mr.
Trangucci received a B.S. in 1979 from Bucknell University
(Magna Cum Laude) and a Master's Degree in International
Relations in 1981 from Columbia University.
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE AND Principal Occupation and Business Experience
PRINCIPAL BUSINESS ADDRESS During Last Five Years; Current Directorships(l)
- ------------------------------------------------ -------------------------------------------------------------
<S> <C>
Howard Mileaf (60)................................. Vice President, Special Counsel of WHX since April 1993;
110 East 59th Street Consultant from August 1991 to April 1993; Vice President and
New York, New York 10022 General Counsel, Keene Corporation, from August 1981 to
August 1991; Trustee/Director of Neuberger & Berman Equity
Mutual Funds since 1984.
Marvin L. Olshan (68).............................. Partner, Olshan Grundman Frome & Rosenzweig LLP since 1956;
505 Park Avenue Director and Secretary of WHX; Principal Partner of COL
New York, New York 10022 Properties, LLC, a company that owns and operates a 100 acre
industrial and office realty park in East Setauket, New York
that contains office buildings, industrial buildings and
medical office buildings, since 1985; Vice Chairman and
Trustee of North American Mortgage Investors from 1968
through 1979; Chairman and President of Regency Equities
Corp. from 1984 through 1990. Mr. Olshan received a B.S.
degree in 1949 from Purdue university and J.D. in 1952 from
the Yale University Law School.
Paul W. Bucha (53)................................. Director of WHX since May 1993; President, Congressional
Foot of Chapel Avenue Medal of Honor Society of the United States, since September
Jersey City, New Jersey 07305 1995; President, Paul W. Bucha & Company, an international
consulting firm, since July 1979; President, BLHJ, Inc., an
international consulting firm, since July 1991; President,
The Sperry Group, the general partner of a real estate
partnership, from August 1986 to January 1992.
</TABLE>
- -----------------
(1) In July 1994, WHX was created as the new holding company of the WPC
group of companies, and WPC became a wholly-owned subsidiary of WHX.
On April 11, 1997, the Company increased the size of the Board from
seven to nine members, resulting in the Board being divided into three classes
of directors rather than two. WHX contends that this action is illegal because,
among other things, the Company's Certificate of Incorporation improperly grants
the Board, rather than shareholders, the discretion to re-classify the Board
from two to three classes. WHX contends that under applicable New York law, a
company's charter can specify only one category of board classification, not
multiple classifications as is the case with the Company's charter documents.
Furthermore, through its action on April 11 the current Board improperly
extended the terms of six current directors for one year beyond the two-year
terms to which they were originally elected in 1995 and 1996. WHX contends that
this action is also illegal under applicable New York law. WHX is seeking
judicial review of these issues. WHX is nominating six persons to the Board; in
the event a court determines that the Company's actions were proper, only
Messrs. LaBow, Tabin and Trangucci will be deemed to have been nominated by WHX.
Shareholders voting by means of the accompanying GOLD proxy card will
be granting the proxy holders discretionary authority to vote their Shares for
the WHX Nominees. Unless votes are withheld for any of the WHX Nominees, the
persons named as proxies on the GOLD proxy card intend to vote such Shares for
each of the WHX Nominees.
The persons named as proxies on the GOLD proxy card do not intend to
vote any Shares for the election of the nominees proposed by the Company.
Instead, such persons will vote of such Shares to elect the WHX Nominees.
-3-
<PAGE>
The accompanying GOLD proxy card will be voted at the Annual Meeting in
accordance with your instructions on such card. You may vote FOR the election of
the WHX Nominees as the directors of the Company or withhold authority to vote
for the election of the WHX Nominees by marking the proper box on the GOLD proxy
card. You may also withhold your vote from any of the WHX Nominees by striking
the name of such nominee in the list provided on the GOLD proxy card. IF NO
MARKING IS MADE AND YOU HAVE SIGNED AND DATED THE PROXY CARD, YOU WILL BE DEEMED
TO HAVE GIVEN A DIRECTION TO VOTE THE SHARES REPRESENTED BY THE GOLD PROXY CARD
FOR THE ELECTION OF THE WHX NOMINEES.
The WHX Nominees have not prepared an analysis or report in support of
a sale of the Company to WHX. WHX believes that it is in your best interest to
elect the WHX Nominees at the Annual Meeting because the $45 per share price you
would receive upon the sale of the Company to WHX represents a premium of nearly
60% over the market price at year-end and nearly 36% over the market price on
March 27, 1997, the last trading day prior to the announcement of WHX's offer to
acquire the Company for $40 per share. EACH OF THE WHX NOMINEES ARE COMMITTED TO
A SALE OF THE COMPANY TO WHX AT $45 PER SHARE IN CASH.
WHX STRONGLY RECOMMENDS A VOTE FOR THE ELECTION OF THE WHX NOMINEES.
SHAREHOLDER RESOLUTION
WHX is soliciting proxies pursuant to this Proxy Statement to approve
the adoption of the following resolution:
RESOLVED, that the shareholders of the Company recommend and
deem it desirable and in the best long-term and short-term interests of
the Company and its shareholders, considering, among other things, the
prospect for potential growth, development, productivity and
profitability of the Company, that the Board of Directors take all
actions necessary either (1) to effect the merger of the Company with
and into SB Acquisition Corp., a wholly owned subsidiary of WHX
Corporation at a cash merger price of $45 per share (the "Merger"); or
(2), if any other party is ready, willing and able to pay cash
consideration to all shareholders in excess of $45 per share, to effect
a sale, or merger of the Company to such party (the "Alternative
Transaction"), and that in connection with the foregoing, the Board
should, without limitation, (i) eliminate the Company's "poison pill"
by redeeming pursuant to Section 23 of 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 license agent, (the "Rights
Agreement"), all outstanding Rights to purchase shares of Company's
Common stock under the Rights Agreement; (ii) approve the Merger or
other transaction under Section 912(b) of the New York Business
Corporation Law; and (iii) remove any other anti-take over devices
impeding either the Merger or Alternative Transaction.
The purpose of such resolution is to provide shareholders with a
non-binding referendum for the Board's guidance on whether the acquisition of
the Company by WHX at $45 per share is in the best short and long term interests
of the Company and its shareholders.
WHX believes that it is in your best interest to adopt the Shareholder
Resolution because the $45 per share price you would receive upon the sale of
the Company to WHX represents a premium of nearly 60% over the market price at
year-end and nearly 36% over the market price on March 27, 1997, the last
trading day prior to the announcement of WHX's offer to acquire the Company for
$40 per share.
There are two significant impediments to the Merger and completion of
WHX's tender offer to acquire any and all Shares at $45 (the "Tender Offer"):
the "poison pill" rights plan and Section 912(b) of the New York Business
Corporation Law (the "NYBCL");
-4-
<PAGE>
The Shareholder Resolution will enable the shareholders of the
Company to express to the Board their belief that the "poison pill" rights plan
should be eliminated because it is a major obstacle to the acquisition of the
Company by WHX and is generally inconsistent with the goal of maximizing
shareholder value. WHX believes that recently many public companies have
redeemed their poison pills in response to the changing business environment and
the unlikelihood of being exposed to the kinds of abusive takeover tactics that
poison pills were intended to address. Further, poison pills may serve to harm
shareholder value, entrench current management by deterring stock acquisition
offers that are not favored by the Board and reduce management's accountability
to shareholders. WHX believes that the Tender Offer is not an abusive takeover
tactic which the poison pill was designed to address.
The Shareholder Resolution will also enable the shareholders
of the Company to express to the Board that it should take all necessary steps
to approve the Merger in accordance with Section 912(c)(i) of the NYBCL and to
cause Section 912(b) of the NYBCL to not apply to the Merger or the Tender
Offer.
Shareholders voting by means of the accompanying GOLD proxy
card will be granting the proxy holders discretionary authority to vote these
Shares for the adoption of the Shareholder Resolution.
The accompanying GOLD proxy card will be voted at the Annual Meeting in
accordance with your instructions on such card. You may vote FOR or AGAINST the
adoption of the Shareholder Resolution or to WITHHOLD your vote therefrom. IF NO
MARKING IS MADE AND YOU HAVE SIGNED AND DATED THE PROXY CARD, YOU WILL BE DEEMED
TO HAVE GIVEN A DIRECTION TO VOTE THE SHARES REPRESENTED BY THE GOLD PROXY CARD
FOR THE ADOPTION OF THE SHAREHOLDER RESOLUTION.
WHX STRONGLY RECOMMENDS A VOTE FOR THE ADOPTION OF THE SHAREHOLDER
RESOLUTION.
BACKGROUND AND REASONS FOR THE SOLICITATION
BACKGROUND
On March 27, 1997, Mr. Ronald LaBow, Chairman of the Board of WHX,
delivered a letter to Mr. Andrew Lozyniak, Chairman of the Company, proposing a
business combination between the two companies. The letter expressed the
expectation of WHX that representatives of the Company's Board of Directors
would join the board of the combined company and senior management would stay
with the combined company. The letter also stated that Mr. LaBow would be
willing to discuss all aspects of the proposal and to answer any questions. The
letter also stated that if there were no response to the letter prior to the
close of business on March 28, then Mr. LaBow was authorized to present such a
proposal directly to the stockholders of the Company. Although Mr. Lozyniak
allegedly sent a letter to Mr. LaBow in response to Mr. LaBow's letter later
that day in which he stated that several of the Company's directors were
traveling and that he would be in a position to inform all of the directors the
following week of Mr. LaBow's correspondence and would communicate further with
Mr. LaBow after discussing the matter with them, such letter was never received
by Mr. LaBow and confirmation of transmittal could not be produced by Mr.
Lozyniak or the Company.
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 acquisition proposed at $40 per
Share was "totally inadequate."
-5-
<PAGE>
On March 31, 1997, WHX commenced the Tender Offer to purchase up to
649,000 Shares, subject to downward adjustment, at $40 per Share as a first step
in acquiring the Company through a merger.
On April 9, 1997, WHX issued a press release stating that it will amend
the Tender Offer to (i) increase the price per Share being offered from $40 to
$45, (ii) fix the number of Shares sought to be purchased at 649,000 and (iii)
delete the requirement that a tendering shareholder be a record holder or
otherwise hold an irrevocable proxy as of March 14, 1997. The Tender Offer was
so amended on April 10, 1997.
On April 14, 1997, the Company issued a press release stating that (i)
its Board of Directors voted unanimously to recommend that shareholders reject
the Tender Offer, (ii) the Tender Offer was not in the best interest of the
Company and does not adequately reflect the value or prospects of the Company,
(iii) the Board of Directors was determined to explore alternative transactions
to maximize shareholder value, (iv) the annual meeting of shareholders
originally scheduled for May 2, 1997 would be postponed until August 1, 1997 and
(v) the size of the Board of Directors of the Company was increased to nine
members (resulting in the Board of Directors being divided into three classes).
On April 14, 1997, the Company filed a Solicitation/Recommendation
Statement on Schedule 14D-9 setting forth the Company's recommendation with
respect to the Tender Offer and providing additional information with respect to
the Company's decision.
On April 14, 1997, the Company filed a complaint against WHX in The
United States District Court, District of Connecticut alleging certain
materially false and misleading statements and omissions in the Tender Offer and
WHX's preliminary proxy statement, including (i) that WHX was part of and
undisclosed group under Section 13(d) of the Securities Exchange Act of 1934, as
amended, (ii) that approval of a merger between the Company and WHX would
require the affirmative vote of 80% of the outstanding Shares rather than a
two-thirds vote and (iii) that a shareholder amendment to the Company's By-laws
would require the affirmative vote of 80% of the outstanding Shares rather than
a majority vote.
On April 15, 1997, WHX amended the Tender Offer to provide corrective
disclosure with respect to approval of a merger between the Company and WHX and
adoption of shareholder amendments. WHX denied that it participated in an
undisclosed group. The Tender Offer was also amended to provide for guaranteed
delivery of the Shares.
On April 29, 1997, Federal District Court Judge Gerard Goettel issued
an order preliminarily enjoining the Tender Offer until 20 calendar days after
certain corrective disclosures were made and in order to provide additional time
to hear further evidence on the existence of an undisclosed group.
On April 30, 1997, WHX amended the Tender Offer to provide the
corrective disclosure as ordered by Judge Goettel and issued the following press
release:
WHX AMENDS TENDER OFFER --
WILL NOW SEEK TO PURCHASE ANY AND ALL
SHARES OF DYNAMICS CORP. OF AMERICA
New York -- April 30, 1997 -- WHX Corporation (NYSE:
WHX) announced today that its wholly-owned subsidiary, SB Acquisition
Corp., is amending its current tender offer for common stock of
Dynamics Corporation of America (NYSE: DYA) to be for any and all
shares. The expiration and withdrawal date of the tender offer is being
extended until 6:00 p.m.
on Tuesday, May 20, 1997.
-6-
<PAGE>
The amended tender offer is subject to two new
conditions: first, the invalidation or redemption of Dynamics Corp. of
America's "poison pill" rights plan; and, second, an appropriate waiver
by the Board of Directors of Dynamics Corp. of America under the New
York business combination statute. The tender offer is not subject to
financing.
As of last night, approximately 1.53 million shares
(40% of the total shares outstanding) had been tendered into SB
Acquisition Corp.'s tender offer for up to 649,000 shares
(approximately 17%).
WHX also announced that it plans to solicit proxies
at the annual meeting of shareholders of Dynamics Corp. of America,
which has been rescheduled for August 1, 1997. WHX plans to propose six
nominees to the Board of Directors, as well as several by-law
amendments and a shareholder resolution requesting the Board of
Directors to remove the anti-takeover impediments to WHX's tender
offer.
On April 14, 1997, Dynamics Corp. of America
announced that it had increased the size of the Board of Directors from
seven to nine members, resulting in the Board of Directors being
divided into three classes of directors rather than two. WHX contends
that this action is illegal because, among other things, Dynamics Corp.
of America's charter improperly grants the Board of Directors, rather
than shareholders, the discretion to re-classify the Board from two to
three classes. WHX contends that under applicable New York law a
company's charter can specify only one category of board
classification, not multiple classifications as is the case with
Dynamics Corp. of America's charter.
Furthermore, through its action on April 14 the
current Board improperly extended the terms of six current directors
for one year beyond the two-year terms to which they were originally
elected in 1995 and 1996. WHX contends that this action is also illegal
under applicable New York law. WHX plans to promptly seek judicial
review of these issues.
On May 1, 1997, the Company issued the following press release:
New York -- May 1, 1997 -- WHX Corporation (NYSE:
WHX) announced today that Dynamics Corp. of America (NYSE: DYA) has
conceded as currently "immaterial" the issue of whether WHX formed an
illegal and undisclosed 13D "group" with Warren Lichtenstein and Steel
Partners. A trial on this issue was originally scheduled for May 5,
1997. In a conference call today with Judge Goettel, attorneys for
Dynamics Corp. of America requested an indefinite adjournment based on
the rationale that the issue was not material to WHX's amended tender
offer, announced yesterday, for any and all shares of Dynamics Corp. of
America at $45 per share. The court granted this request.
REASONS FOR THE SOLICITATION; PLANS FOR THE COMPANY.
In light of the failure of the Board to agree to the sale of the
Company to WHX at $45 per Share, WHX has determined to seek your votes in
support of the WHX Nominees for election to the Board at the Annual Meeting.
Each WHX Nominee is committed, subject in all respects to his fiduciary duties,
to maximizing shareholder value by seeking to effect promptly a negotiated sale
of the Company to WHX and will urge the full Dynamics Board to do so.
In the event WHX acquires the entire equity interest in the Company,
WHX has no present intention to make any significant changes in the business
strategies of the Company, and WHX has not identified any specific assets,
corporate structure or other business strategy which warrants change. However,
WHX has made a preliminary review of, and will continue to review, on the basis
of available information, various possible business strategies that
-7-
<PAGE>
it might consider if it acquires control of the Company. If WHX acquires control
of the Company, WHX intends to conduct a detailed review of the Company and its
assets, corporate structure, dividend policy, capitalization, operations,
properties, policies, management and personnel and consider what, if any,
changes or sale of assets would be desirable in light of the circumstances which
then exist. WHX has no interest in increasing the 44.1% equity stake which the
Company holds in CTS Corporation or in changing the nature of the current
relationship between the two companies.
OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
RATIFICATION OF INDEPENDENT AUDITORS
WHX believes that at the Annual Meeting Shareholders will be asked to
ratify and approve the selection of Ernst & Young LLP as independent auditors of
the Company for the year 1997. WHX is not making any recommendation on this
proposal.
The accompanying GOLD proxy card will be voted in accordance with your
instructions on such card. You may vote for ratification and approval of the
auditors or vote against, or abstain from voting thereon, by marking the proper
box on the GOLD proxy card. If no marking is made, you will be deemed to have
given a direction to abstain from voting the Shares represented by the GOLD
proxy card with respect to the ratification and approval of the auditors.
OTHER PROPOSALS
Except as set forth above, WHX is not aware of any proposals to be
brought before the Annual Meeting. Should other proposals be brought before the
Annual Meeting, the persons named on the GOLD proxy card will abstain from
voting on such proposals unless such proposals adversely affect the interests of
WHX as determined by WHX in its sole discretion, in which event such persons
will vote on such proposals at their discretion.
VOTING AND PROXY PROCEDURES
The Record Date for determining those shareholders who will be entitled
to notice of and to vote at the Annual Meeting has not yet been established, but
it is anticipated to be June 12, 1997. Shareholders of record at the close of
business on the Record Date will be entitled to one vote for each Share held on
the Record Date on all matters submitted to a vote of shareholders at the Annual
Meeting. The affirmative vote of the holders of a plurality of the Shares
represented in person or by proxy at the Annual Meeting is required to elect
each of the WHX Nominees. The affirmative vote of the holders of a majority of
the Shares represented in person or by proxy at the Annual Meeting is required
to adopt the Shareholder Resolution. Based on publicly available information
filed by the Company with the Securities Exchange Commission, as of March 26,
1997 there were 3,818,766 Shares issued and outstanding, of which 3,752 were
non-voting shares convertible at any time into voting shares.
IN ORDER FOR YOUR VIEWS ON THE ABOVE-DESCRIBED PROPOSALS TO BE
REPRESENTED AT THE ANNUAL MEETING, PLEASE MARK, SIGN AND DATE THE ENCLOSED GOLD
PROXY CARD AND RETURN IT TO WHX, C/O GEORGESON AT WALL STREET PLAZA, 88 PINE
STREET, NEW YORK, NEW YORK 10005, IN THE ENCLOSED ENVELOPE IN TIME TO BE VOTED
AT THE ANNUAL MEETING. Execution of the GOLD proxy card will not affect your
right to attend the Annual Meeting and to vote in person. Any proxy may be
revoked at any time prior to the Annual Meeting by delivering a written notice
of revocation or a later dated proxy for the Annual Meeting to WHX or to the
Secretary of Dynamics, or by voting in person at the Annual Meeting. ONLY YOUR
LATEST DATED PROXY FOR THE ANNUAL MEETING WILL COUNT.
-8-
<PAGE>
Only shareholders of record as of the close of business on the Record
Date will be entitled to vote. If you were a shareholder of record on the Record
Date, you will retain your voting rights for the Annual Meeting even if you sell
such Shares after the Record Date. ACCORDINGLY, IT IS IMPORTANT THAT YOU VOTE
THE SHARES HELD BY YOU ON THE RECORD DATE, OR GRANT A PROXY TO VOTE SUCH SHARES
ON THE GOLD PROXY CARD, EVEN IF YOU SELL SUCH SHARES AFTER THE RECORD DATE.
Shareholders voting by means of the accompanying GOLD proxy card will
be granting the proxy holders discretionary authority to vote their Shares for
the WHX Nominees and the adoption of the By-Law Amendments.
If any of your Shares are held in the name of a brokerage firm, bank,
bank nominee or other institution on the Record Date, only it can vote such
Shares and only upon receipt of your specific instructions. Accordingly, please
contact the person responsible for your account and instruct that person to
execute on your behalf the GOLD proxy card.
CERTAIN ADDITIONAL INFORMATION
WHX believes that the Company's Proxy Statement for the Annual
Meeting will contain additional information with respect to the Record Date, the
number of Shares outstanding on the Record Date, the voting and revocation of
proxies, voting for the election of directors, the Company's nominees for
election of directors, the ratification and approval of the auditors, the vote
required to ratify and approve the auditors, the beneficial owners of more than
5% of the Shares, the Share ownership of directors and officers of the Company,
compensation of executive officers of the Company, performance of the Shares and
the date by which shareholder proposals intended to be submitted at the
Company's next annual shareholders' meeting must be received by the Company for
inclusion in its proxy statement for that meeting. Such information, when
issued, is incorporated by reference in this Proxy Statement, upon reliance on
the Company.
SOLICITATION OF PROXIES
Proxies may be solicited by mail, advertisement, telephone, telecopier
or in person. Solicitations may be made by directors, officers, investor
relations personnel and other employees of WHX, none of whom will receive
additional compensation for such solicitations. WHX has requested banks,
brokerage firms and other custodians, nominees and fiduciaries to forward all of
its solicitation materials to the beneficial owners of the Shares they hold of
record. WHX will reimburse these record holders for customary clerical and
mailing expenses incurred by them in forwarding these materials to their
customers.
WHX has retained Georgeson for solicitation and advisory services in
connection with the solicitation, for which Georgeson is to receive a fee of
approximately $50,000, together with reimbursement for its reasonable
out-of-pocket expenses. WHX has also agreed to indemnify Georgeson against
certain liabilities and expenses, including liabilities and expenses under the
federal securities laws. Georgeson will solicit proxies for the Annual Meeting
from individuals, brokers, banks, bank nominees and other institutional holders.
It is anticipated that Georgeson will employ approximately 30 persons to solicit
votes from shareholders for the Annual Meeting.
The entire expense of soliciting proxies for the Annual Meeting is
being borne by WHX. WHX will not seek reimbursement for such expenses from the
Company. Although no precise estimate can be made at this time, WHX anticipates
that the aggregate amount to be spent by WHX will be approximately $150,000 of
which approximately $85,000 has been incurred to date. This amount includes
expenditures for printing, postage, legal, accounting, public relations,
soliciting, advertising and related expenses.
INFORMATION CONCERNING WHX
-9-
<PAGE>
WHX, through its indirect wholly-owned subsidiary, Wheeling-Pittsburgh
Steel Corporation, is the ninth largest domestic integrated steel manufacturer
in the United States. WHX manufactures a wide variety of flat-rolled products
for construction, container, converter/processor, steel service center,
automotive and other markets as well as fabricated steel products for the
construction, highway and agricultural markets. Flat-rolled products consist of
a variety of sheet products, including hot-rolled, cold-rolled, galvanized and
pre-painted products, and tin mill products. Fabricated steel products include
roll-formed corrugated roofing, roof deck, form deck, floor deck, culvert,
bridge form, steel framing and related accessories and other products used
primarily by the construction, highway and agricultural markets. The principal
address of WHX is 110 East 59th Street, New York, New York 10022.
WHX's financial results for 1996 reflect a strike by the United
Steelworkers of America ("USWA") which began October 1, 1996 and has continued
to date. The USWA is requesting a defined benefit pension plan consistent with
industry standards for other major integrated steel manufacturers. WHX is
unwilling to provide such a plan but has offered to provide various forms of a
defined contribution benefit plan. No steel products are being produced or
shipped at eight of WHX's plants located in Ohio, Pennsylvania and West Virginia
which are subject to the work stoppage. These facilities represent approximately
80% of the tons shipped by WHX on an annual basis. WHX experienced a net loss of
approximately $34.6 million in the strike-affected fourth quarter of 1996, and
would expect to incur material losses for the duration of the work stoppage.
Although WHX has been negotiating with the USWA to end the work stoppage on
terms satisfactory to WHX, there can be no assurance that these negotiations
will be successful, and it is unclear how long the work stoppage will continue
and the impact it will have on WHX. Depending on the length of the work
stoppage, WHX's financial condition and liquidity may be materially adversely
affected. However, WHX does not believe that the work stoppage will affect its
ability to complete the Tender Offer or the merger proposal because as of March
31, 1997, it had available over $350 million in cash and cash equivalents which
WHX does not believe would be depleted to an extent that would impair its
ability to pursue this transaction.
Certain information about certain directors, executive officers,
employees and other representatives of WHX who may also assist Georgeson in
soliciting proxies, is set forth in the attached Schedule I. Schedule II sets
forth certain information relating to Shares owned by WHX, certain individuals
and the WHX Nominees and certain transactions between any of them and the
Company. Schedule III sets forth certain information, as made available in
public documents, regarding Shares held by the Company's management.
PLEASE INDICATE YOUR SUPPORT OF THE WHX NOMINEES BY MARKING, SIGNING
AND DATING THE ENCLOSED GOLD PROXY CARD AND RETURN IT PROMPTLY TO WHX, C/O
GEORGESON & CO. IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF THE
ENVELOPE IS MAILED IN THE UNITED STATES.
WHX CORPORATION
May ___, 1997
-10-
<PAGE>
SCHEDULE I
INFORMATION CONCERNING CERTAIN DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER REPRESENTATIVES OF WHX
The following table sets forth the name and the present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such employment is carried on, of
certain directors, officers, employees and other representatives of WHX who may
also assist Georgeson in soliciting proxies from the Company's shareholders.
Unless otherwise indicated, the principal business address of each director,
officer or employee is 110 East 59th Street, New York, New York 10022.
<TABLE>
<CAPTION>
Name and Principal Present Office or Other
Business Address Principal Occupation or Employment
- ----------------------------------------------- -------------------------------------------------------
<S> <C>
Neil D. Arnold.................................... Director. Executive Vice President, Corporate
Varity Corporation Development and Chief Financial Officer of Varity
672 Delaware Avenue Corporation
Buffalo, NY 14209
James G. Bradley................................. Vice President of WHX; Executive Vice President-
Operations of Wheeling Pittsburgh Steel Corporation
Paul W. Bucha..................................... Director. President, Paul W. Bucha and Company,
Paul W. Bucha and Company, Inc. Inc.
Foot of Chapel Avenue
Jersey City, NJ 07305
Frederick G. Chbosky.............................. Chief Financial Officer of WHX; Executive Vice
President - Finance and Chief Financial Officer of
Wheeling-Pittsburgh Steel Corporation
Robert A. Davidow................................. Director. Private Investor
11601 Wilshire Boulevard
Suite 1940
Los Angeles, CA 90025
William Goldsmith................................. Director. Management and Marketing Consultant
Fiber Fuel International, Inc.
221 Executive Circle
Suite II
Savannah, GA 31406
Ronald LaBow...................................... Director. Chairman of the Board of WHX; President,
Stonehill Investment Corp.
Howard Mileaf..................................... Vice President, Special Counsel of WHX
Marvin L. Olshan.................................. Director. Secretary of WHX; Partner, Olshan
Olshan Grundman Frome & Grundman Frome & Rosenzweig LLP
Rosenzweig LLP
505 Park Avenue
New York, NY 10022
</TABLE>
-11-
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Present Office or Other
Business Address Principal Occupation or Employment
- ----------------------------------------------- -------------------------------------------------------
<S> <C>
John R. Scheessele................................ Director. President and Chief Executive Officer of
WHX; President, Chief Executive Officer and
Chairman of the Board of Wheeling-Pittsburgh Steel
Corporation
Garen Smith..................................... Vice President of WHX; President and Chief
Executive Offer of Unimast Incorporated, a wholly-
owned subsidiary of WHX
Stewart E. Tabin.................................. Assistant Treasurer of WHX; Vice President,
Stonehill Investment Corp.
Neale X. Trangucci................................ Assistant Treasurer of WHX; Vice President,
Stonehill Investment Corp.
Raymond S. Troubh................................. Director. Financial Consultant
10 Rockefeller Plaza
Suite 712
New York, NY 10021
DeWayne Tuthill................................... Vice President of WHX
Lynn Williams..................................... Director. Retired President of United Steelworkers
1829 Duffield Lane of America
Alexandria, VA 22307
Steven Wolosky.................................... Assistant Secretary of WHX; Partner, Olshan
Olshan Grundman Frome & Rosenzweig LLP Grundman Frome & Rosenzweig LLP
505 Park Avenue
New York, NY 10022
</TABLE>
-12-
<PAGE>
SCHEDULE II
SHARES HELD BY WHX, CERTAIN OF
ITS DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER REPRESENTATIVES AND THE WHX NOMINEES
AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND THE COMPANY
The following table sets forth the transactions in shares of the
Company by WHX in the past 60 days. All of such transactions took place through
the New York Stock Exchange.
<TABLE>
<CAPTION>
Shares of Common Stock Purchase Price Per Share Date of Purchase
- ------------------------------------- ------------------------------------- ------------------------------
<S> <C> <C>
12,000 $29.66 March 4, 1997
2,000 $30.25 March 6, 1997
6,000 $31.46 March 10, 1997
80,000 $32.50 March 13, 1997
2,000 $32.75 March 17, 1997
1,800 $33.00 March 18, 1997
5,800 $33.12 March 24, 1997
</TABLE>
There have been no other transactions in shares of the Company during
the past two years. As of the date hereof, WHX beneficially owns 109,861 Shares,
which, based upon the number of Shares outstanding on March 14, 1997, represents
2.9% of the outstanding Shares.
Ronald LaBow and Stewart E. Tabin have agreed to serve as the proxies
on the GOLD proxy card.
Except as disclosed in this proxy statement, none of WHX, any of its
directors, officers, employees or other representatives named in Schedule I or
the WHX Nominees owns any securities of the Company or any subsidiary of the
Company, beneficially or of record, has purchased or sold any of such securities
within the past two years or is or was within the past year a party to any
contract, arrangement or understanding with any person with respect to any such
securities. Except as disclosed in this Proxy Statement, to the best knowledge
of WHX, such directors, officers, employees and other representatives and the
WHX Nominees, none of their associates beneficially owns, directly or
indirectly, any securities of the Company.
Except as disclosed in this Proxy Statement, none of WHX, its
directors, officers, employees or other representatives named in Schedule I or
the WHX Nominees or, to their best knowledge, their associates has any
arrangement or understanding with any person (1) with respect to any future
employment by the Company or its affiliates, or (2) with respect to future
transactions to which the Company or any of its affiliates will or may be a
party, other than sales of products and services in the ordinary course of
business.
-13-
<PAGE>
SCHEDULE III
DYNAMICS SHARES HELD BY DYNAMICS' MANAGEMENT
As of February 12, 1997, the directors and executive officers of the
Company beneficially owned (within the meaning of the rules under Section 13(d)
of the Securities Exchange Act of 1934, as amended) 261,418 Shares (or
approximately 6.8% of the Shares reported as outstanding on such date). All of
the foregoing information has been obtained from the Dynamics Proxy Statement.
Based on information obtained from the Company's Proxy Statement for
the Annual Meeting originally scheduled to be held on May 2, 1997, the following
table shows the only entities which owned more than 5% of the outstanding Shares
on January 1, 1997.
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Number of Shares (1) Percent of Class
- ---------------------------------------------- ----------------------------- --------------------------
<S> <C> <C>
GAMCO Investors, Inc........................ 708,600 18.59%
Gabelli Funds, Inc.......................... 153,000 4.01%
Gabelli International, Limited
One Corporate Center
Rye, NY 10580-1435....................... 2,000 .05%
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401........... 311,950 8.19%
Steel Partners, II, L.P..................... 209,700 5.50%
Steel Partners Services, Ltd.
Warren Lichtenstein
750 Lexington Avenue
New York, New York 10022
</TABLE>
- ---------------------
(1) Information with respect to beneficial ownership is based on
information furnished to the Company by the beneficial owners named
above. Under the rules of the Securities and Exchange Commission,
beneficial ownership is determined by the possession of either voting
or investment power.
Each of the above Gabelli entities has the sole power to vote or direct
the vote and sole power to dispose or to direct the disposition of the
securities reported for it, either for its own benefit or for the
benefit of its investment clients or its partners, as the case may be,
except that GAMCO Investors, Inc. does not have authority to vote
56,500 of the reported shares, and except that Gabelli Funds, Inc.
shares with the Board of Directors of The Gabelli Asset Fund, The
Gabelli Growth Fund, The Gabelli Convertible Securities Fund and/or The
Gabelli Value Fund Inc. voting power with respect to the 153,000 shares
held by such funds, so long as the aggregate voting interest of all
joint filers does not exceed 25% of the issuer's total voting interest
and, in that event, the Proxy Voting Committee of each fund shall
respectively vote that fund's share.
Dimensional Fund Advisors Inc. has asked that the following language be
used when describing the beneficial ownership of the shares it holds.
Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 311,950 shares of
Dynamics Corporation of America stock as of December 31, 1996, all of
which shares are held in portfolios of DFA Investment Dimensions Group
Inc., a registered open-end investment company, or on series of The DFA
Investment Trust Company, a Delaware business trust, or the DFA Group
Trust and the DFA Participating Group Trust, investment vehicles for
qualified employee benefit plans, all of which Dimensional serves as
investment
-14-
<PAGE>
manager. Dimensional disclaims beneficial ownership of all such shares.
Dimensional has sole voting power over 180,050 shares and officers of
DFA Investment Dimensions Group Inc. and The DFA Investment Trust
Company vote 131,900 shares.
Currently, WHX owns 109,861 Shares, of which 80,000 were acquired from
Steel Partners II, L.P. ("Steel Partners") and an entity affiliated with Steel
Partners Services, Ltd. ("Steel Services") on March 13, 1997 at a price of $32
1/2 per Share (the prevailing market price on that date). Based on publicly
available information, Mr. Warren Lichtenstein is the sole executive officer and
managing member of a limited liability company which is the general partner of
Steel Partners and the sole executive officer and shareholder of Steel Services.
Mr. Ronald LaBow, Chairman of WHX, and Mr. Lichtenstein have had business
dealings with each other for several years, and Mr. LaBow has known about Steel
Partners' and Steel Services' ownership interest in the Company since late 1994
or early 1995. In March 1997, Mr. LaBow contacted Mr. Lichtenstein and asked if
Steel Partners and Steel Services, which owned an aggregate of 209,700 Shares
(approximately 5.5% of the outstanding Shares), would be willing to sell all of
their Shares to WHX or establish a joint arrangement in which WHX might acquire
additional Shares; however, no agreement or a joint arrangement was reached. Mr.
Lichtenstein responded that the entire ownership position of Steel Partners and
Steel Services was not available for sale and that there was no desire for such
entities to act in concert with WHX, inasmuch as he and his affiliates wished to
remain free to make investment decisions concerning their Shares in their sole
discretion and without consultation with others. However, Mr. Lichtenstein did
indicate a willingness to sell a portion of the Shares held by his affiliates.
After negotiation regarding the amount and price for such a sale, Mr.
Lichtenstein agreed to sell 80,000 Shares to WHX as described above. WHX
expressly disclaims that it is acting as a "group" or otherwise in concert with
Steel Partners, Steel Services, Mr. Lichtenstein or any of their respective
affiliates in respect to any remaining Shares which they may currently own or
acquire in the future.
Other than as set forth in the preceding paragraph, although WHX does
not have any information that would indicate that any information contained in
this Proxy Statement that has been taken from the Dynamics Proxy Statement or
any other document on file with the Securities and Exchange Commission is
inaccurate or incomplete, WHX does not take any responsibility for the accuracy
or completeness of such information.
-15-
<PAGE>
IMPORTANT
Your proxy is important. No matter how many Shares you own, please give
WHX your proxy FOR the election of the WHX Nominees by:
MARKING the enclosed GOLD proxy card,
SIGNING the enclosed GOLD proxy card,
DATING the enclosed GOLD proxy card, and
MAILING the enclosed GOLD proxy card TODAY in the envelope provided (no
postage is required if mailed in the United States).
If you have already submitted a proxy to the Company for the Annual
Meeting, you may change your vote to a vote FOR the election of the WHX Nominees
by marking, signing, dating and returning the enclosed GOLD proxy card for the
Annual Meeting, which must be dated after any proxy you may have submitted to
the Company. Only your latest dated proxy for the Annual Meeting will count at
such meeting.
If you have any questions or require any additional information
concerning this Proxy Statement or the proposal by WHX to acquire the Company,
please contact GEORGESON at 1-800-223-2064. IF ANY OF YOUR SHARES ARE HELD IN
THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE OR OTHER INSTITUTION, ONLY IT
CAN VOTE SUCH SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS.
ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT
THAT PERSON TO EXECUTE THE GOLD PROXY CARD.
-16-
<PAGE>
DYNAMICS CORPORATION OF AMERICA
ANNUAL MEETING OF SHAREHOLDERS -- AUGUST 1, 1997
THIS PROXY IS SOLICITED ON BEHALF OF WHX CORPORATION
The shareholder designated on the reverse of this card hereby appoints
Ronald LaBow and Stewart E. Tabin as proxies, and each of them, the
shareholder's attorney and proxy, each will full power of substitution, to vote
upon the propositions set forth herein all shares of common stock of Dynamics
Corporation of America ("DCA") held as of [June 12,] 1997 which the undersigned
may be entitled to vote, at the Annual Meeting of Shareholders of DCA and at all
adjournments or postponements thereof to be held on August 1, 1997 at a time and
place to be designated by DCA. This proxy revokes all prior proxies given by the
undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. WITH RESPECT TO THE ELECTION OF DIRECTORS (PROPOSAL 1), WHERE
NO VOTE IS SPECIFIED OR WHERE A VOTE FOR ALL NOMINEES IS MARKED, THE VOTES
REPRESENTED BY A PROXY WILL BE CAST FOR THE WHX NOMINEES. WITH RESPECT TO THE
SHAREHOLDER RESOLUTION (PROPOSAL 2), IF NO MARKING IS MADE, THIS PROXY WILL BE
TREATED AS DIRECTION TO VOTE FOR SUCH PROPOSAL. WITH RESPECT TO DCA'S PROPOSAL
TO RATIFY AND APPROVE THE AUDITORS, IF NO MARKING IS MADE, THIS PROXY WILL BE
TREATED AS DIRECTION TO ABSTAIN FROM VOTING WITH RESPECT THERETO. THE
INDIVIDUALS NAMED ABOVE ARE AUTHORIZED TO VOTE IN THEIR DISCRETION ON ANY OTHER
MATTERS THAT PROPERLY COME BEFORE THE MEETING.
(Continued and to be signed on reverse side)
<PAGE>
- --------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS
/ / FOR ALL NOMINEES LISTED BELOW / / WITHHOLD AUTHORITY TO VOTE FOR
(EXCEPT AS MARKED TO THE CONTRARY BELOW) ALL NOMINEES LISTED BELOW
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through that nominee's name in the list below.)
Ronald LaBow; Stewart E.Tabin; Neale X. Trangucci, Howard
Mileaf, Marvin L. Olshan and Paul W. Bucha
- --------------------------------------------------------------------------------
2. Approval of the Shareholder Resolution.
FOR / / AGAINST / / ABSTAIN / /
3. Ratification and approval of the selection of Ernst & Young LLP as
independent auditors for DCA for the year 1997.
FOR / / AGAINST / / ABSTAIN / /
4. In their discretion the proxies are authorized to vote for the election
of such substitute nominee(s) for director(s) as such proxies shall
select if any nominee(s) named above become(s) unable to serve and upon
such other business as may properly come before the meeting and any
postponements and adjournments thereof.
Please date this Proxy and sign exactly as
your name(s) appears hereon. When signing as
attorney, executor, administrator, trustee,
guardian or other representative, give your
full title as such. If a corporation, sign
the full corporate name by an authorized
officer, stating his/her title. If a
partnership, sign in partnership name by
authorized person. This proxy votes all
shares held in all capacities.
Date: , 1997
---------------------------------
Signature
-----------------------------------
Signature
-----------------------------------
-2-
