SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 9, 1997
Dynamics Corporation of America
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(Exact Name of Registrant as Specified in its Charter)
New York 1-07252 13-0579260
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
475 Steamboat Road, Greenwich, Connecticut 06830
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 869-3211
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
On May 9, 1997, Dynamics Corporation of
America, a New York Corporation ("DCA"), CTS Corporation,
an Indiana corporation ("CTS"), and CTS First Acquisition
Corp., a New York Corporation and a wholly-owned
subsidiary of CTS ("CTS Acquisition"), entered into an
Agreement and Plan of Merger (the "Merger Agreement"),
pursuant to which, among other things, (i) CTS
Acquisition will commence a tender offer (the "Offer") to
purchase up to 49.9% of DCA's outstanding shares of
common stock, par value $0.10 per share (the "Common
Stock"), at a price of $55 per share and (ii) DCA will
merge (the "Merger") into CTS Acquisition, with CTS
Acquisition surviving, and each outstanding share of
Common Stock will be converted into the right to receive
0.88 shares of CTS common stock. As a result of the
Merger, DCA will become a wholly-owned subsidiary of CTS.
The Merger is subject to shareholder approval
and other customary conditions.
The foregoing summary of the Merger Agreement
is qualified in its entirety by reference to the text of
the Merger Agreement, a copy of which is filed as an
exhibit hereto and which is incorporated herein by
reference.
On May 12, 1997, DCA amended its Rights
Agreement, dated as of January 30, 1986, as amended on
December 27, 1995 and May 9, 1997 (the "Rights
Agreement"), between DCA and BankBoston (formerly The
First National Bank of Boston), as Rights Agent, pursuant
to which Series A Cumulative Participating Preferred
Stock Purchase Rights (the "Rights") were issued to
holders of the Common Stock. Capitalized terms used and
not otherwise defined herein shall have the meanings
ascribed to such term in the Rights Agreement, as
amended.
The Rights Agreement now provides that the
Expiration Date shall mean the earliest to occur of (a)
February 14, 2006, or such other date to which the Rights
may be extended pursuant to the Rights Agreement, (b) the
date on which the Rights are redeemed as provided in the
Rights Agreement or (c) immediately prior to the
Effective Time of the Merger.
The Rights Agreement also now provides that
none of CTS, any of its Affiliates or Associates or any
or its permitted assignees or transferees shall be deemed
an Acquiring Person and neither a Distribution Date nor a
Stock Acquisition Date shall be deemed to occur by reason
of the approval, execution or delivery of the Merger
Agreement, the announcement or completion of the Offer,
the consummation of the Merger or the consummation of the
other transactions contemplated by the Merger Agreement.
The foregoing summary of the amendment to the
Rights Agreement is qualified in its entirety by
reference to the text of the amendment, a copy of which
is filed as an exhibit hereto and which is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a)-(b) Not applicable.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of May
9, 1997, among Dynamics Corporation of America,
CTS Corporation and CTS First Acquisition Corp.
(incorporated by reference to Exhibit 2 to
Amendment No. 46 to the Schedule 13D of
Dynamics Corporation of America, filed May 12,
1997, with respect to its investment in CTS
Corporation). DCA agrees to furnish supplementally
a copy of any omitted schedule to the Securities and
Exchange Commission upon request.
4.1 Amendment No. 3, dated as of May 12, 1997, to
the Rights Agreement, dated as of January 30,
1986, as amended on December 27, 1995 and May
9, 1997, between Dynamics Corporation of
America and BankBoston (formerly The First
National Bank of Boston), as Rights Agent.
99.1 Press Release issued by Dynamics Corporation of
America, dated May 12, 1997 (incorporated by
reference to Exhibit 1 to Amendment No. 46 to
the Schedule 13D of Dynamics Corporation of
America, filed May 12, 1997, with respect to
its investment in CTS Corporation).
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: May 12, 1997
DYNAMICS CORPORATION OF AMERICA
By: /s/ Henry V. Kensing
Henry V. Kensing
Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit
No. Description
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2.1 Agreement and Plan of Merger, dated as of May
9, 1997, among Dynamics Corporation of America,
CTS Corporation and CTS First Acquisition Corp.
(incorporated by reference to Exhibit 2 to
Amendment No. 46 to the Schedule 13D of
Dynamics Corporation of America, filed May 12,
1997, with respect to its investment in CTS
Corporation). DCA agrees to furnish supplementally
a copy of any omitted schedule to the Securities and
Exchange Commission upon request.
4.1 Amendment No. 3, dated as of May 12, 1997, to
the Rights Agreement, dated as of January 30,
1986, as amended on December 27, 1995 and May
9, 1997, between Dynamics Corporation of
America and BankBoston (formerly The First
National Bank of Boston), as Rights Agent.
99.1 Press Release issued by Dynamics Corporation of
America, dated May 12, 1997 (incorporated by
reference to Exhibit 1 to Amendment No. 46 to
the Schedule 13D of Dynamics Corporation of
America, filed May 12, 1997, with respect to
its investment in CTS Corporation).
AMENDMENT TO RIGHTS AGREEMENT
Amendment No. 3 (this "Amendment"), dated as of May 12,
1997, to the Rights Agreement, dated as of January 30, 1986, as amended on
December 27, 1995, and May 9, 1997 (the "Rights Agreement"), between
Dynamics Corporation of America, a New York corporation (the "Company"),
and BankBoston (formerly The First National Bank of Boston), a national
banking association (the "Rights Agent"). All capitalized terms not
otherwise defined herein shall have the meaning ascribed to such term in
the Rights Agreement.
WHEREAS, the Company, CTS Corporation, an Indiana
corporation ("Parent"), and CTS First Acquisition Corp., a New York
corporation and a wholly-owned subsidiary of Parent ("Sub"), have proposed
to enter into an Agreement and Plan of Merger (the "Merger Agreement")
pursuant to which, among other things, (i) Sub will commence a tender offer
to acquire shares of the Company's outstanding common stock (the "Offer")
and (ii) thereafter Sub will merge into the Company (the "Merger") and each
outstanding share of common stock of the Company will be converted into the
right to receive shares of common stock of Parent, each subject to the
terms and conditions of the Merger Agreement;
WHEREAS, the Company and the Rights Agent desire to amend
the Rights Agreement to render the Rights inapplicable to the Offer, the
Merger and the other transactions contemplated by the Merger Agreement;
WHEREAS, the Company deems the following amendment to the
Rights Agreement to be necessary and desirable and in the best interests of
the holders of Rights Certificates; and
WHEREAS, Section 26 of the Rights Agreement permits the
Company from time to time to supplement and amend the Rights Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
agreements, provisions and covenants herein contained, the parties agree as
follows:
1. Section 1(i) of the Rights Agreement is hereby amended to
read in its entirety as follows:
"(i) "Expiration Date" shall mean the earliest to occur of
(a) February 14, 2006, or such other date to which the Rights may
be extended pursuant to Section 7 hereof, (b) the date on which the
Rights are redeemed as provided in Section 23 hereof and (c)
immediately prior to the Effective Time of the Merger (each as
defined in the Agreement and Plan of Merger, dated as of May 9,
1997, including any amendment or supplement thereto (the "Merger
Agreement"), among CTS Corporation ("Parent"), CTS First
Acquisition Corp. and the Company)."
2. Section 1 of the Rights Agreement is hereby amended by
adding the following new paragraph at the end of Section 1:
"Notwithstanding anything in this Agreement that might
otherwise be deemed to the contrary, none of Parent, any of its
Affiliates or Associates or any of its permitted assignees or
transferees shall be deemed an Acquiring Person and neither a
Distribution Date nor a Stock Acquisition Date shall be deemed to
occur, in each such case, by reason of the approval, execution or
delivery of the Merger Agreement, the announcement or completion
of the Offer (as defined in the Merger Agreement), the consumma-
tion of the Merger (as defined in the Merger Agreement) or the
consummation of the other transactions contemplated by the Merger
Agreement."
3. The Rights Agreement shall not otherwise be supplemented
or amended by virtue of this Amendment, but shall remain in full force and
effect. This Amendment may be executed in one or more counterparts, all of
which shall be considered one and the same amendment and each of which
shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and year first above written.
DYNAMICS CORPORATION OF AMERICA
By /s/ Henry V. Kensing
Name: Henry V. Kensing
Title: Vice President,
General Counsel and
Secretary
BANKBOSTON, N.A. (Formerly
The First National Bank of
Boston)
By /s/ Virginia L. Knowlton
Name: Virginia L. Knowlton
Title: Authorized Signatory
