SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 12)
(FINAL AMENDMENT)
PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER 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
-------------------------------
<PAGE>
CUSIP NO. 268039 10 4 PAGE 1 OF 2
SCHEDULE 14D-1 AND 13D
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WHX Corporation (E.I.N.: 13-3768097)
- ----------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ----------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------
4. SOURCE OF FUNDS
WC
- ----------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
- ----------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
516,440 Common Shares
- ----------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(7) EXCLUDES CERTAIN SHARES
[ ]
- ----------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (7)
13.5%
- ----------------------------------------------------------
10. TYPE OF REPORTING PERSON
HC and CO
- ----------------------------------------------------------
-2-
<PAGE>
CUSIP NO. 268039 10 4 PAGE 2 OF 2
SCHEDULE 14D-1 AND 13D
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SB ACQUISITION CORP. (E.I.N.: 13-940215)
- ----------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ----------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------
4. SOURCE OF FUNDS
AF
- ----------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
- ----------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ----------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
516,440 Common Shares
- ----------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
- ----------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (7)
13.5%
- ----------------------------------------------------------
10. TYPE OF REPORTING PERSON
CO
- ----------------------------------------------------------
-3-
<PAGE>
This Statement amends and supplements, and constitutes the final
amendment to, the Tender Offer Statement on Schedule 14D-1 filed with the
Securities and Exchange Commission on March 31, 1997, as previously amended and
supplemented, by SB Acquisition Corp. ("Purchaser"), a New York corporation and
a wholly owned subsidiary of WHX Corporation, a Delaware corporation ("Parent"),
to purchase any and all 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, 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, as amended and supplemented from
time to time (the "Offer to Purchase") and in the related Letters of Transmittal
(which, together with any amendments or supplements thereto, including the First
Supplement dated April 9, 1997, the Second Supplement dated April 15, 1997, the
Third Supplement dated April 30, 1997 and the Fourth Supplement dated May 27,
1997, constitute the "Offer"). This Statement also amends the Schedule 14D-1 to
constitute a Schedule 13D of Parent and Purchaser in respect of the purchase of
Shares in the Offer. Capitalized terms used and not defined herein shall have
the meanings assigned to such terms in the Offer to Purchase and the Schedule
14D-1.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 is hereby amended and supplemented by reference to the press
release filed herewith as Exhibit (a)(30).
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented as follows:
The Offer expired at 12:00 midnight on Friday, June 13, 1997. At that
time, 406,579 Shares were validly tendered and not withdrawn. In accordance with
the terms of the Offer, Purchaser accepted for payment at a price of $56 per
share all of such Shares. The acceptance of such Shares resulted in Purchaser
owning approximately 13.5% of the outstanding Shares. A copy of the press
release issued by Parent in respect of the foregoing is filed herewith as
Exhibit (a)(29) and incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented as follows:
On June 13, 1997, the United States District Court for the District of
Connecticut denied Purchaser's Motion for a preliminary injunction which would
have compelled the Company to redeem its Rights Plan.
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 Parent 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) First Supplement to Offer to Purchase, dated April 9,
1997.*
(11) Revised Letter of Transmittal*
- --------
* Previously provided.
-4-
<PAGE>
(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.*
(14) Second Supplement to Offer to Purchase, dated April
15, 1996.*
(15) Revised Letter of Transmittal.*
(16) Revised Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(17) Revised Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(18) Revised Notice of Guaranteed Delivery.*
(19) Complaint in DYNAMICS CORPORATION OF AMERICA vs. WHX
CORPORATION AND SB ACQUISITION CORP. (3:97 CV 702
(GLG)) filed in the United States District Court,
District of Connecticut, on April 14, 1997.*
(20) Text of Press Release, issued by Parent on April 29,
1997.*
(21) Text of Press Release, issued by Parent on April 30,
1997.*
(22) Third Supplement to Offer to Purchase, dated April
30, 1997.*
(23) Text of Press Release, issued by Parent on May 1,
1997.*
(24) Motion to Amend Counterclaims and Proposed Answer and
First Amended Counterclaims in DYNAMICS CORPORATION
OF AMERICA vs. WHX CORPORATION AND SB ACQUISITION
CORP. (3:97 CV 702 (GLG)) filed in the United States
District Court, District of Connecticut, on May 5,
1997.*
(25) Notice to the Company dated May 8, 1997 pursuant to
Article I, Sections 10 and 11 of the Company's
By-laws in connection with the Company's 1997 Annual
Meeting of Shareholders.*
(26) Text of Press Release, issued by Parent on May 20,
1997.*
(27) Fourth Supplement to Offer to Purchase, dated May 27,
1997.*
(28) Text of Press Release, issued by Parent on May 27,
1997.*
(29) Text of Press Release, issued by Parent on June 16,
1997.
(30) Text of Press Release, issued by Parent on June 16,
1997.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
- --------
* Previously provided.
-5-
<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: June 16, 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
-6-
<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 Parent 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) First Supplement to Offer to Purchase, dated April 9, 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.*
(14) Second Supplement to Offer to Purchase dated April 15,
1997.*
(15) Revised Letter of Transmittal.*
(16) Revised Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(17) Revised Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(18) Revised Notice of Guaranteed Delivery.*
(19) Complaint in DYNAMICS CORPORATION OF AMERICA vs. WHX
CORPORATION AND SB ACQUISITION CORP. (3:97 CV 702 (GLG))
filed in the United States District Court, District of
Connecticut, on April 14, 1997.*
(20) Text of Press Release, issued by Parent on April 29, 1997.*
(21) Text of Press Release, issued by Parent on April 30, 1997.*
(22) Third Supplement to Offer to Purchase, dated April 30,
1997.*
(23) Text of Press Release, issued by Parent on May 1, 1997.*
(24) Motion to Amend Counterclaims and Proposed Answer and First
Amended Counterclaims in DYNAMICS CORPORATION OF AMERICA vs.
WHX CORPORATION AND SB ACQUISITION CORP. (3:97 CV 702 (GLG))
filed in the United States District Court, District of
Connecticut, on May 5, 1997.*
(25) Notice to the Company dated May 8, 1997 pursuant to Article
I, Sections 10 and 11 of the Company's By-laws in connection
with the Company's 1997 Annual Meeting of Shareholders.*
(26) Text of Press Release, issued by Parent on May 20, 1997.*
(27) Fourth Supplement to Offer to Purchase, dated May 27, 1997.*
(28) Text of Press Release, issued by Parent on May 27, 1997.*
(29) Text of Press Release, issued by Parent on June 16, 1997.
(30) Text of Press Release, issued by Parent on June 16, 1997.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
- --------
* Previously provided.
-7-
WHX CORP. ANNOUNCES COMPLETION OF TENDER OFFER AND WAIVER
OF ALL CONDITIONS; NOW OWNS 13.5% OF DYNAMICS CORP. OF AMERICA
New York -- June 16, 1997 -- WHX Corporation (NYSE: WHX) announced
today that its cash tender offer for any and all shares of Dynamics Corp. of
America (NYSE:DYA) expired, as scheduled, at midnight on Friday, June 13, 1997.
At that time, 406,579 shares of Dynamics Corp. of America common stock were
validly tendered. In accordance with the terms of the tender offer, WHX has
waived all of the conditions to the offer and accepted for payment at a price of
$56 per share all of those shares. Consequently, WHX now owns an aggregate of
516,440 (13.5%) of the outstanding shares of common stock of Dynamics Corp. of
America.
WHX CONSIDERING ITS OPTIONS
WITH RESPECT TO DYNAMICS CORP. OF AMERICA
New York -- June 16, 1997 -- WHX Corporation (NYSE:WHX)
announced today that it is considering a number of options in light of the fact
that more than 56% of the stockholders of Dynamics Corp. of America (NYSE:DYA)
chose not to participate in either the WHX or CTS Corp. (NYSE:CTS) tender offer.
Both tender offers expired this past Friday at midnight. Currently CTS owns
30.3% of Dynamics Corp., while WHX owns 13.5%.
One possible reason for the extraordinarily low participation
rate in the tender offers is the desire by stockholders to receive CTS common
stock, rather than cash, for their Dynamics Corp. shares. Another possible
reason is dissatisfaction by stockholders with the price being offered by CTS,
perhaps in part due to the failure by the Board of Directors of Dynamics Corp.
two weeks ago to respond to CTS's offer to amend the merger agreement between
them to pay $60 cash and .82 of a share of CTS Common Stock. Under New York law,
the merger between Dynamics Corp. of America and a subsidiary of CTS requires
the approval by two-thirds of the outstanding stock of Dynamics Corp. of
America.
As a significant stockholder of Dynamics Corp. of America, WHX
is currently considering how to proceed. Underlying its analysis is the belief
that from the outset the Board of
<PAGE>
Directors of Dynamics Corp. has not been inclined to seek the highest possible
price for its 44% investment in CTS or its other assets. In that regard, WHX is
considering two options: first, engaging in discussions with CTS and Dynamics
Corp.; or second, appealing to stockholders directly, through a proxy
solicitation and/or a new tender offer. In either case WHX's objective would be
to obtain the highest possible price for Dynamics Corp.'s 44% investment in CTS
and its other assets, either from an all cash transaction with WHX, or from a
more advantageous economic transaction with CTS or a third party. WHX may also
pursue other alternatives available to it, including purchasing additional stock
or selling any or all of its holdings in Dynamics Corp., through open market
and/or privately negotiated transactions.
-2-
