SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
Dynamics Corporation of America
(Name of Subject Company)
Dynamics Corporation of America
(Name of Person(s) Filing Statement)
Common Stock, par value $0.10 per share
(including the associated Series A Cumulative
Participating Preferred Stock Purchase Rights)
(Title of Class of Securities)
268039 10 4
(CUSIP Number of Class of Securities)
Henry V. Kensing
Vice President, General
Counsel and Secretary
475 Steamboat Road
Greenwich, Connecticut 06830-7197
(203) 869-3211
(Name, address and telephone number of person authorized
to receive notice and communications on behalf of the
person(s) filing statement).
With a Copy to:
Alan C. Myers
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
This Amendment amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9
(the "Schedule 14D-9") of Dynamics Corporation of America
(the "Company"), filed in connection with the tender
offer by CTS First Acquisition Corp., a wholly owned
subsidiary of CTS Corporation, for shares of common stock
(including the associated Series A Cumulative
Participating Preferred Stock Purchase Rights) of the
Company. Capitalized terms used herein shall have the
definitions set forth in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4(b) is hereby amended by adding the following
at the end thereof:
On May 27, 1997, WHX amended the WHX Tender Offer to
increase the price to $56 per Share. The WHX Tender
Offer is now scheduled to expire at midnight on June 13,
1997. In a press release announcing the amendment to the
WHX Tender Offer, WHX stated that the only impediment to
its offer is the condition that the Company rescind
certain "anti-takeover devices," including the Rights
Plan. The Merger Agreement prohibits redemption of the
Rights.
On May 29, 1997, WHX filed a counterclaim in the
action pending in the Connecticut Court seeking, among
other things, an injunction requiring the Company to
redeem the Rights and approve the WHX Tender Offer for
purposes of Section 912(b) of the NYBCL.
On May 29 and 30, 1997, representatives of CTS and
the Company held discussions regarding the actions, if
any, to be taken in response to the $56 per Share price
offered by WHX in the WHX Tender Offer.
On May 30 and June 2, 1997, the Company Board met
with its financial and legal advisors to consider the
amended WHX Tender Offer and the CTS Offer and CTS
Merger. The Company Board did not take any action at
either of these meetings.
On the morning of June 2, 1997, representatives of
CTS and the Company met to consider a possible increase
in the CTS Offer price. Later that day, CTS indicated to
the Company that CTS had determined to increase the CTS
Offer price to $56.25 per Share. That evening, CTS
issued a press release and amended its Schedule 14D-1,
among other things, to disclose such increase.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: June 3, 1997 DYNAMICS CORPORATION
OF AMERICA
By: /s/ Henry V. Kensing
-------------------------
Henry V. Kensing
Vice President, General
Counsel and Secretary
