-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VcuUofZ+evmW3baF+2gITYoAkHEkdr4SO+08Vz7eHWRN6mL2XvkAs4gihaYVOHA9 /NV90l4dWfdRgVy2b3ytMg== 0000912057-97-020430.txt : 19970617 0000912057-97-020430.hdr.sgml : 19970617 ACCESSION NUMBER: 0000912057-97-020430 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970616 SROS: NYSE GROUP MEMBERS: CTS CORP GROUP MEMBERS: CTS FIRST AQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DYNAMICS CORP OF AMERICA CENTRAL INDEX KEY: 0000030819 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 130579260 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20664 FILM NUMBER: 97624685 BUSINESS ADDRESS: STREET 1: 475 STEAMBOAT RD CITY: GREENWICH STATE: CT ZIP: 06830-7197 BUSINESS PHONE: 2038693211 MAIL ADDRESS: STREET 1: 475 STEAMBOAT RD CITY: GREENWICH STATE: CT ZIP: 06830-7197 FORMER COMPANY: FORMER CONFORMED NAME: CLAUDE NEON INC DATE OF NAME CHANGE: 19751008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CTS CORP CENTRAL INDEX KEY: 0000026058 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 350225010 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 905 W BLVD N CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 2192937511 SC 14D1/A 1 SC 14D1/A (FINAL AMENDMENT) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 TENDER OFFER STATEMENT (FINAL AMENDMENT) (PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) ------------------------ DYNAMICS CORPORATION OF AMERICA (Name of Subject Company) ------------------------ CTS CORPORATION CTS FIRST ACQUISITION CORP. (Bidders) COMMON STOCK, PAR VALUE $.10 PER SHARE (Title of Class of Securities) 268039 10 4 (CUSIP Number of Class of Securities) JOSEPH P. WALKER Chairman, President and Chief Executive Officer CTS Corporation 905 West Boulevard North Elkhart, Indiana 46314 Telephone: (219) 293-7511 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) ------------------------ Copies to: ROBERT A. PROFUSEK, ESQ. Jones, Day, Reavis & Pogue 599 Lexington Avenue New York, New York 10022 Telephone: (212) 326-3939 MAY 16, 1997 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) 1. CTS CORPORATION (EIN: 35-0225010) - ---------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - ---------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ---------------------------------------------------------------------------------------------------- 4. SOURCE OF FUNDS BK - ---------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) / / - ---------------------------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Indiana - ---------------------------------------------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,164,439 - ---------------------------------------------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES / / - ---------------------------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 30.3% - ---------------------------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON CO - ----------------------------------------------------------------------------------------------------
2 1. CTS FIRST ACQUISITION CORP. (EIN: Applied For) - ---------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - ---------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ---------------------------------------------------------------------------------------------------- 4. SOURCE OF FUNDS BK - ---------------------------------------------------------------------------------------------------- 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 1,164,439 - ---------------------------------------------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES / / - ---------------------------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 30.3% - ---------------------------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON CO - ----------------------------------------------------------------------------------------------------
3 This Final Amendment amends and supplements the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") filed with the Securities and Exchange Commission on May 16, 1997, as amended, by CTS First Acquisition Corp. ("Purchaser"), a New York corporation and wholly owned subsidiary of CTS Corporation, an Indiana corporation ("CTS"), to purchase up to 49.9% of the issued and outstanding shares of Common Stock, par value $.10 per share (the "Shares"), of Dynamics Corporation of America, a New York corporation (the "Company"), together with the associated purchase rights issued pursuant to the Rights Agreement, dated as of January 30, 1986, as amended, between the Company and First National Bank of Boston, as Rights Agent, at $56.25 per Share, net to the seller in cash, without interest thereon, on the terms and subject to the satisfaction or waiver prior to the Expiration Date of the conditions set forth in the Offer To Purchase, dated May 16, 1997 (the "Offer To Purchase"), as amended and supplemented by the Supplement thereto, dated June 2, 1997 (the "Supplement"), and in the related Letters of Transmittal (which, together with the Offer To Purchase, the Supplement and any amendments or supplements thereto, constitute the "Offer"). Capitalized terms used and not defined herein shall have the meaning assigned to such term in the Offer To Purchase, the Supplement and the Schedule 14D-1. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS AND PROPOSALS OF THE BIDDER. Item 5 is hereby amended and supplemented by the information set forth below. In addition to the transactions contemplated by the Merger Agreement, Purchaser and/or CTS may at any time, depending upon market conditions and other factors, acquire additional Shares or take other action with respect to the Company or any of its securities in any manner permitted by law, including the acquisition of additional Shares in open-market purchases, in privately negotiated transactions or otherwise. There can be no assurance as to whether any such transaction or action will be consummated or taken or as to the possible timing or terms thereof. ITEM 6. INTEREST IN SECURITIES OF THE COMPANY Items 6(a)-(b) are hereby amended and supplemented by the information set forth below. The Offer expired on June 13, 1997, at 12:00 Midnight, New York City time. On June 14, 1997, Purchaser notified The First National Bank of Boston, the depositary for the Offer, of its acceptance for payment of, and thereby purchased, all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration thereof. On June 16, 1997, Purchaser and CTS issued a press release (the "Press Release") in which they disclosed that, as of the expiration of the Offer, 1,164,439 Shares had been validly tendered and not withdrawn. A copy of the Press Release is filed as Exhibit (a) (15) hereto and is incorporated herein by reference. As a result of the purchase of Shares pursuant to the Offer, Purchaser and CTS beneficially own 1,164,439 Shares, or approximately 30.3% of the total number of Shares outstanding. The number of Shares accepted for payment is based on a preliminary count and includes Shares subject to guaranteed delivery procedures. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(15) Press Release dated June 16, 1997. 4 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 CTS CORPORATION By: /s/ JOSEPH P. WALKER ------------------------------------------ Joseph P. Walker Chairman, President and Chief Executive Officer CTS FIRST ACQUISITION CORP. By: /s/ JOSEPH P. WALKER ------------------------------------------ Joseph P. Walker President 5 EXHIBIT INDEX
EXHIBIT NUMBER PAGE - --------- ----------- (a) (15) Press Release dated June 16, 1997
6 EX-99.(A)(14) 2 EXHIBIT 99.(A)(14)- PRESS RELEASE Exhibit (a) (15) CTS COMPLETES TENDER OFFER FOR DYNAMICS Elkhart, Indiana, June 16, 1997. CTS Corporation (NYSE: CTS) announced today the completion of its offer to purchase common stock of Dynamics Corporation of America (NYSE: DYA) for $56.25 per share in cash. According to the depositary for the offer, 1,164,339 Dynamics shares (30.3% of the outstanding Dynamics shares) were tendered and not withdrawn pursuant to the offer, all of which have been accepted for payment by CTS. Subject to approval of Dynamics' and CTS' shareholders and other customary conditions, each Dynamics share not purchased in the tender offer will be converted into 0.88 shares of CTS common stock and Dynamics will become a wholly owned subsidiary of CTS. The companies expect the merger to be completed this summer. Pursuant to the Dynamics-CTS merger agreement, CTS is entitled to representation proportionate to its equity stake in Dynamics and, accordingly, CTS has requested that Dynamics' Board be increased to 13 by the addition of four CTS designees to the Board. Pending completion of the proposed Dynamics-CTS merger, CTS may, depending upon market conditions and other factors, from time to time acquire additional Dynamics shares or take other actions with respect to Dynamics, including acquiring Dynamics shares in open-market purchases, privately negotiated transactions or otherwise. CTS is a diversified manufacturer of electronic and electromechanical components for the automotive, computer equipment, communications equipment, instruments and controls, defense and aerospace, and consumer electronics markets. Headquartered in Elkhart, Indiana, CTS operates manufacturing plants in the United States and abroad. Dynamics is a diversified company which manufactures electronic components, mobile vans and transportable shelters for specialized electronic and medical diagnostic equipment, portable electric housewares and commercial appliances, air distribution equipment, specialized air-conditioning equipment and generator sets. Dynamics currently holds a 44.0% stake in CTS. -----END PRIVACY-ENHANCED MESSAGE-----