-----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, AI3c4ZPoagaw6mstmt7UPFVz9sFlvo3h9lS1rqxq2j1cn+4DXR7B2/Hovyyk/sgb 6dwIyXnIMxHblRdWywyNFw== 0000912057-97-021613.txt : 19970624 0000912057-97-021613.hdr.sgml : 19970624 ACCESSION NUMBER: 0000912057-97-021613 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970623 SROS: NYSE 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20664 FILM NUMBER: 97628468 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 13D/A BUSINESS ADDRESS: STREET 1: 905 W BLVD N CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 2192937511 SC 13D/A 1 SCHEDULE 13-D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 DYNAMICS CORPORATION OF AMERICA ------------------------------- (Name of Issuer) Common Stock, par value $.10 per share ----------------------------------------- (Title of Class of Securities) 268039104 ------------- (CUSIP Number) Joseph P. Walker Chairman, President and Chief Executive Officer CTS Corporation 905 West Boulevard North Elkhart, Indiana 46314 (219) 293-7511 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Robert A. Profusek, Esq. Jones, Day, Reavis & Pogue 599 Lexington Avenue New York, New York 10022 (212) 326-3939 June 23, 1997 ------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . Check the following box if a fee is being paid with the statement / /. CUSIP No. 268039104 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS CTS Corporation 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 ITEM 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Indiana - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY ------------------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH REPORTING PERSON WITH 1,163,464 ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,163,464 ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,163,464 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -2- CUSIP No. 268039104 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 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 ITEM 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Indiana - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY ------------------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH REPORTING 1,163,364 PERSON WITH See Item 5 ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,163,364 See Item 5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,163,364 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -3- This Amendment No. 1 amends and supplements the Final Amendment to the Schedule 14D-1 (the "Final Amendment") filed with the Securities and Exchange Commission (the "Commission") on June 16, 1997 by CTS First Acquisition Corp. ("Sub"), a New York corporation and a wholly owned subsidiary of CTS Corporation, an Indiana corporation ("CTS"). The Final Amendment together with the Schedule 14D-1 filed with the Commission on May 16, 1997, as amended, by Sub and CTS is referred to herein collectively as the "Schedule 14D-1." Capitalized terms used herein which are not otherwise defined herein are so used with the respective meanings ascribed to them in the Schedule 14D-1. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended and supplemented by the information set forth below. The purchase price paid by Sub in the Offer was approximately $65.5 million, of which $15.5 million was funded with CTS, working capital and $50.0 million was funded by borrowings under the term loan portion of the Credit Facilities. Item 4. Purpose of Transaction. Item 4 is hereby amended and supplemented by the information set forth below. Pursuant to the Merger Agreement, on June 20, 1997, the Board of Directors (the "Board") of Dynamics Corporation of America (the "Company") met and appointed the following CTS designees to the Board: Joseph P. Walker and Jeannine M. Davis in the class of directors whose terms expire in the year 2000; Stanley J. Aris in the class of directors whose terms expire in 1999 and George T. Newhart in the class of directors whose terms expire in 1998. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended by adding the following at the end thereof: On June 18, 1997, Sub and CTS were informed by the depository that 1,163,364 Shares were purchased by Sub pursuant to the Offer, rather than 1,164,339 as was previously reported. The holdings of CTS and Sub, which aggregate approximately 1,163,464 Shares, represent approximately 30.3% of the outstanding Shares (based on the number of Shares outstanding on May 9, 1997). CTS and Sub have shared power to vote or direct the vote and to dispose of or direct the disposition of all such Shares. To the best of CTS' and -4- Sub's knowledge, no director or executive officer of either CTS or Sub has effected any transaction in the Shares within the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. On June 20, 1997, the Merger Agreement was amended. The full text of the amendment is attrached hereto as Exhibit (a)(17) and is incorporated herein by reference. Item 7. Material to be Filed as Exhibits. (a)(16) Amendment No. 1 dated as of June 20, 1997, to the Agreement and Plan of Merger, dated as of May 9, 1997, among CTS, Sub and the Company. (a)(17) Press Release dated June 23, 1997 -5- 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 23, 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 -6- EXHIBIT INDEX EXHIBIT NUMBER PAGE - ------- ---- (a)(16) Amendment No. 1, dated as of June 20, 1997, to the Agreement and Plan of Merger, dated as of May 9, 1997, among CTS, Sub and the Company. (a)(17) Press Release dated June 23, 1997 EX-99.(A)(16) 2 EXHIBIT 99 (A)(16) Exhibit 99(a)(16) AMENDMENT NO. 1 Amendment No. 1, dated as of June 20, 1997 (the "Amendment"), to the Agreement and Plan of Merger, dated as of June 9, 1997 (the "Merger Agreement"), among CTS Corporation, an Indiana corporation ("Parent"), CTS First Acquisition Corp., a New York corporation and a wholly owned subsidiary of Parent ("Sub"), and Dynamics Corporation of America, a New York corporation (the "Company"). 1. Section 5.01(b)(i)(C) of the Merger Agreement is hereby amended to read in its entirety as follow: (C) in connection with rights that are authorized by action of a majority of the Unaffiliated Directors which, by the terms thereof, become exercisable only after the Effective Time or, if earlier, the termination of this Agreement ("Rights"). 2. A new Section 5.01(f) shall be added to the Merger Agreement which shall read as follows: As used herein, "Parent's 1997 Annual Meeting" shall mean Parent's 1997 annual meeting of shareholders. 3. Except as explicitly set forth herein, the Merger Agreement shall remain in full force and effect. IN WITNESS WHEREOF, Parent, Sub and the Company have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first written above. CTS CORPORATION By: /s/ Joseph P. Walker ------------------------------------ Name: Joseph P. Walker Title: Chairman, President and Chief Executive Officer CTS FIRST ACQUISITION CORP. By: /s/ Joseph P. Walker ------------------------------------ Name: Joseph P. Walker Title: President DYNAMICS CORPORATION OF AMERICA By: /s/ Andrew Lozniak ------------------------------------ Name: Andrew Lozniak Title: Chairman and President 2 EX-99.(A)(17) 3 EXHIBIT 99 (A)(17) Exhibit 99 (a)(17) CTS ANNOUNCES REPRESENTATION ON DYNAMICS BOARD Elkhart, Indiana, June 23, 1997. CTS Corporation (NYSE: CTS) has announced that Dynamics Corporation of America (NYSE: DYA) has increased the size of its Board of Directors on Friday from nine to thirteen and has elected four designees of CTS as directors. The new members of the Dynamics board are all officers of CTS: Joseph P. Walker, Chairman, President and Chief Executive Officer, Jeannine M. Davis, Vice President, General Counsel and Secretary, Stanley J. Aris, Vice President--Finance and George T. Newhart, Controller. 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-----