-----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, FDL1jpjECPvn+d1K4HN40CykS89Zm6pHe4rBzZXvMU/aXc5O7MTNE7Cg5EVLo6Aj hRPVSaVuicqVwsHIipGbBg== 0000912057-97-019323.txt : 19970604 0000912057-97-019323.hdr.sgml : 19970604 ACCESSION NUMBER: 0000912057-97-019323 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970603 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: 97618290 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 AMEND NO. 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 TENDER OFFER STATEMENT (AMENDMENT NO. 4) (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 100 - ---------------------------------------------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES / / - ---------------------------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 0.0% - ---------------------------------------------------------------------------------------------------- 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 0 - ---------------------------------------------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES / / - ---------------------------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 0% - ---------------------------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON CO - ----------------------------------------------------------------------------------------------------
3 This Statement 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 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 11. MATERIAL TO BE FILED AS EXHIBITS. (a) (13) Press Release dated June 2, 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 2, 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) (13) Press Release dated June 2, 1997.
6 EX-99.(A)(13) 2 PRESS RELEASE (6/2/97) EXHIBIT 99.(a)(13) FOR IMMEDIATE RELEASE Contact: Gene Donati Clark & Weinstock 212/953-2550 CTS INCREASES CASH PORTION OF OFFER FOR DYNAMICS CORPORATION OF AMERICA ---------------------- Elkhart, Indiana, June 2, 1997 -- CTS Corporation (NYSE: CTS) announced today that CTS has increased its tender offer for approximately 50% of the common stock of Dynamics Corporation of America to $56.25 per share, net to the seller in cash; all Dynamics' shares not purchased in the tender offer will be converted in a merger into 0.88 shares of CTS stock. CTS' tender offer is scheduled to expire at midnight, New York City time, on June 13, 1997, the originally scheduled expiration date for the tender offer. All other terms of the previously announced tender offer and merger remain unchanged. Consummation of the tender offer and merger remain subject to a number of conditions, including the tender of at least 25% of the Dynamics shares. Joseph P. Walker, Chairman and Chief Executive Officer of CTS, said "We remain committed to combining CTS and Dynamics as an important part of CTS' external growth strategy. We believe that our original combination proposal at $55 per share in cash and a 0.88 merger exchange ratio was clearly superior to WHX Corporation's recently revised offer -- based on closing sales prices today, and assuming the purchase of approximately 50% of Dynamics' stock in the tender offer, the blended value of CTS' bid was $58.09 before the improvement announced today, and the blended value of today's offer is $58.71. We decided nonetheless to enhance the cash portion of our offer in an effort to assure that the transaction will proceed." 1 Mr. Walker continued, "The CTS offer includes participation in CTS stock, which we believe has excellent growth prospects, and the combination of Dynamics with CTS makes good strategic sense. We have complementary product lines that will produce operational synergies and cost savings." Earlier today CTS proposed to Dynamics that CTS amend the terms of the existing CTS-DCA merger agreement to provide for a $60 cash offer for approximately 50% of Dynamics' shares and a fixed exchange of .82 shares of CTS for each DCA share. Dynamics' Board declined to act on this proposal. Accordingly, CTS withdrew the proposal and elected to increase the cash portion of its existing bid to the $56.25 price. This press release is neither an offer to sell securities nor a solicitation of offers to buy securities. This press release contains forward-looking statements within the meaning of federal securities laws. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from these statements, including as a result of general economic conditions, competitive factors and pricing pressures, the impact of present and future laws, availability and cost of financing and events or circumstances outside of management's control affecting its ability to realize expected cost savings. CTS is a diversified manufacturer of electronic and electronmechanical 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. ### 2 -----END PRIVACY-ENHANCED MESSAGE-----