-----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, F0tQwv/sG26FmOZ+t4iQTPPGpAIvXBy1P37e+tXQxzmGvn/rEAIziDyLQRPOAmPy w0JDYq4vIZbuvfiE1l7GNA== 0000921895-97-000317.txt : 19970512 0000921895-97-000317.hdr.sgml : 19970512 ACCESSION NUMBER: 0000921895-97-000317 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970509 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 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20664 FILM NUMBER: 97599206 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: WHX CORP CENTRAL INDEX KEY: 0000106618 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 133768097 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 110 EAST 59TH ST CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123555200 MAIL ADDRESS: STREET 1: 1134 MARKET STREET CITY: WHEELING STATE: WV ZIP: 26003 FORMER COMPANY: FORMER CONFORMED NAME: WHEELING PITTSBURGH CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WHEELING PITTSBURGH STEEL CORP DATE OF NAME CHANGE: 19910130 FORMER COMPANY: FORMER CONFORMED NAME: WHEELING STEEL CORP DATE OF NAME CHANGE: 19690202 SC 14D1/A 1 AMENDMENT NO. 9 TO SCHEDULE 14D-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------- SCHEDULE 14D-1 TENDER OFFER STATEMENT (AMENDMENT NO. 9) PURSUANT TO SECTION 14(D)(1) OF 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 ------------------------------- This Statement amends and supplements 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 and the Third Supplement dated April 30, 1997, constitute 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 11 is hereby amended and supplemented by reference to the 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 filed herewith as Exhibit a(25). 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* (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. (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. - -------- * Previously provided. -2- 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: May 9, 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 -3- 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. (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. - -------- * Previously provided. -4- EX-99.A(25) 2 NOTICE TO THE COMPANY WHX CORPORATION SB ACQUISITION CORP. 110 EAST 59TH STREET NEW YORK, NEW YORK 10022 May 8, 1997 BY HAND AND CERTIFIED MAIL RETURN RECEIPT REQUESTED - ------------------------ Dynamics Corporation of America 475 Steamboat Road Greenwich, Connecticut 06830 Attention: Secretary RE: SHAREHOLDER'S NOTICE ------------------------ Ladies and Gentlemen: On behalf of WHX Corporation, a Delaware corporation ("WHX") and SB Acquisition Corp. ("SB"), a New York corporation and a shareholder of Dynamics Corporation of America ("DCA" or the "Company"), notice is hereby given, pursuant to Article I, Sections 10 and 11 of the By-laws of DCA ("By-laws") that: 1. SB hereby nominates the following persons for election as directors of DCA at its 1997 Annual Meeting of Shareholders to be held on August 1, 1997 (the "Annual Meeting"): Ronald LaBow, Stewart E. Tabin, Neale X. Trangucci (collectively, the "Firm Nominees") and Howard Mileaf, Marvin L. Olshan and Paul W. Bucha (collectively, the "Additional Nominees" and together with the Firm Nominees, the "Nominees"). See below for biographical information in respect of the Nominees. 2. SB hereby proposes that the following resolution be adopted at the Annual Meeting: RESOLVED, that the shareholders of the Company recommend and deem it desirable and in the best long-term and short-term interests of the Company and its shareholders, considering, among other things, the prospect for potential growth, development, productivity and profitability of the Company, that the Board of Directors take all actions necessary either (1) to effect the merger of the Company with and into SB Acquisition Corp., a wholly owned subsidiary of WHX Corporation at a cash merger price of $45 per share (the "Merger"); or (2), if any other party is ready, willing and able to pay cash consideration to all shareholders in excess of $45 per share, to effect a sale, or merger of the Company to such party (the "Alternative Transaction"), and that in connection with the foregoing, the Board should, without limitation, (i) eliminate the Company's "poison pill" by redeeming pursuant to Section 23 of 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 license agent, (the "Rights Agreement"), all outstanding Rights to purchase shares of Company's Common stock under the Rights Agreement; (ii) approve the Merger or other transaction under Section 912(b) of the New York Business Corporation Law; and (iii) remove any other anti-take over devices impeding either the Merger or Alternative Transaction. The purpose of such resolution is to provide shareholders with a non-binding referendum for the Board's guidance on whether the acquisition of the Company by WHX and SB at $45 per share is in the best short and long term interests of the Company and its shareholders. WHX and SB reserve the right to make drafting changes in the resolution necessary to conform to any comments received by the Securities and Exchange Commission in the proxy clearance process. DIRECTOR NOMINEES At the Annual Meeting, WHX and SB plan to propose six nominees to the Board of Directors of DCA and a shareholder resolution requesting the Board of Directors to remove the anti-takeover impediments to WHX's tender offer. On April 11, 1997, DCA took action to increase the size of its Board of Directors from seven to nine members, resulting in the Board of Directors being divided into three classes of directors rather than two. WHX contends that this action is illegal because, among other things, DCA's charter improperly grants the Board of Directors, rather than shareholders, the discretion to re-classify the Board from two to three classes. WHX contends, among other things, that under applicable New York law a company's charter can specify only one category of board classification, not multiple classifications as is the case with DCA's charter. Furthermore, through its action on April 11 the current Board improperly extended the terms of six current directors for one year beyond the two-year terms to which they were originally elected in 1995 and 1996. WHX contends that this action is also illegal under applicable New York law. WHX has filed the Answer and First -2- Amended Counterclaims with the United States District Court, District of Connecticut to have these issues resolved. In the event WHX is successful, all of the Nominees will be nominated for election as directors at the Annual Meeting. In the event WHX is not successful, only the Firm Nominees will be nominated for election as directors at the Annual Meeting. The following table sets forth (i) the name, age, business address and residential address of each of the Nominees, (ii) the principal occupation or employment of each of the Nominees, (iii) the class and number of shares of common stock of DCA which are beneficially owned by each of the Nominees or by any entity with which that entity is affiliated, and (iv) any other information relating to each of the Nominees that would be required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, if DCA where subject thereto: WHX NOMINEES FOR DIRECTORS:
PRINCIPAL OCCUPATION AND BUSINESS NUMBER OF SHARES NAME, AGE, PRINCIPAL BUSINESS EXPERIENCE OF COMMON STOCK ADDRESS AND RESIDENTIAL DURING LAST FIVE YEARS; CURRENT BENEFICIALLY ADDRESS DIRECTORSHIPS(L) OWNED - ------------------------------------ --------------------------------------------------- -------------------- FIRM NOMINEES: Ronald LaBow (62)...................... Chairman of the Board of Directors of WHX -(2) 110 East 59th Street since July 1994; Chairman of the Board of New York, New York 10022 Directors of Wheeling-Pittsburgh Corporation ("WPC") since 1991; President, Stonehill 641 Fifth Avenue Investment Corp. (a private investment New York, New York 10022 management company) since February 1990. Formerly with Neuberger & Berman, a New York based investment advisory and management firm, from 1978 to 1990, where he was in charge of investing a portion of the firm's proprietary trading account in bankruptcy and workout situations. Mr. LaBow received a B.S. in 1959 from the University of Illinois and an M.B.A. in 1961 from the Columbia University Graduate School of Business. He also hold two law degrees and is a member of the New York State bar. Mr. LaBow is also a director of Regency Equities Corp., a real estate company.
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PRINCIPAL OCCUPATION AND BUSINESS NUMBER OF SHARES NAME, AGE, PRINCIPAL BUSINESS EXPERIENCE OF COMMON STOCK ADDRESS AND RESIDENTIAL DURING LAST FIVE YEARS; CURRENT BENEFICIALLY ADDRESS DIRECTORSHIPS(L) OWNED - ------------------------------------ --------------------------------------------------- -------------------- Stewart E. Tabin (40).................. Assistant Treasurer of WHX since August 1994; -(2) 110 East 59th Street Assistant Treasurer of WPC since January 1991; New York, New York 10022 Vice President of Stonehill Investment Corp. since February 1990. Prior thereto, Mr. Tabin 10 Iris Lane was at Neuberger & Berman since 1985, where he Chappaqua, New York 10514 worked with Mr. LaBow in investing a portion of the firm's proprietary trading account in bankruptcy and workout situations. From 1986 to 1989, Mr. Tabin was also in charge of the Liberty Fund, an open-end investment company managed by Neuberger & Berman that invested in high-yield securities. Before joining Neuberger & Berman, he practiced bankruptcy and creditors' rights law with the firm of Wachtell, Lipton, Rosen & Katz in New York City. Mr. Tabin received a B.S. in 1978 from the Wharton School, University of Pennsylvania (Cum Laude), and a J.D. in 1982 from the New York University School of Law (executive editor of the New York University Law Review). Neale X. Trangucci (40)................ Assistant Treasurer of WHX since August 1994; -(2) 110 East 59th Street Assistant Treasurer of WPC since January 1991; New York, New York 10022 Vice President of Stonehill Investment Corp. since February 1990. Prior thereto, Mr. 125 Hillcrest Avenue Trangucci was at Neuberger & Berman since Summit, New Jersey 07901 1988, where he worked with Mr. LaBow in investing a portion of the firm's proprietary trading account in bankruptcy and workout situations. Prior to joining Neuberger & Berman, he was a Vice President in Salomon Brothers Inc.'s Restructuring Group in the firm's Merchant Banking division. Before joining Salomon Brothers, he was a Second Vice President at Continental Bank in the workout group for six years. Mr. Trangucci received a B.S. in 1979 from Bucknell University (Magna Cum Laude) and a Master's Degree in International Relations in 1981 from Columbia University. Additional Nominees: Howard Mileaf (60)..................... Vice President, Special Counsel of WHX since -(2) 110 East 59th Street April 1993; Consultant from August 1991 to New York, New York 10022 April 1993; Vice President and General Counsel, Keene Corporation, from August 1981 64 Brookdale Court to August 1991; Trustee/Director of Neuberger Highland Park, New Jersey & Berman Equity Mutual Funds since 1984. 08904 Marvin L. Olshan (69).................. Partner, Olshan Grundman Frome & Rosenzweig -(2) 505 Park Avenue LLP since 1956; Director and Secretary of WHX; New York, New York 10022 Principal Partner of COL Properties, LLC, a company that owns and operates a 100 acre 45 Sutton Place South industrial and office realty park in East Apt. 18L Setauket, New York that contains office New York, New York 10022 buildings, industrial buildings and medical office buildings, since 1985; Vice Chairman and Trustee of North American Mortgage Investors from 1968 through 1979; Chairman and President of Regency Equities Corp. from 1984 through 1990. Mr. Olshan received a B.S. degree in 1949 from Purdue university and J.D. in 1952 from the Yale University Law School.
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PRINCIPAL OCCUPATION AND BUSINESS NUMBER OF SHARES NAME, AGE, PRINCIPAL BUSINESS EXPERIENCE OF COMMON STOCK ADDRESS AND RESIDENTIAL DURING LAST FIVE YEARS; CURRENT BENEFICIALLY ADDRESS DIRECTORSHIPS(L) OWNED - ------------------------------------ --------------------------------------------------- -------------------- Paul W. Bucha (53)..................... Director of WHX since May 1993; President, -(2) Foot of Chapel Avenue Congressional Medal of Honor Society of the Jersey City, New Jersey 07305 United States, since September 1995; President, Paul W. Bucha & Company, an 366-E Heritage Hills international consulting firm, since July Somers, NY 10589 1979; President, BLHJ, Inc., an international consulting firm, since July 1991; President, The Sperry Group, the general partner of a real estate partnership, from August 1986 to January 1992.
- --------------------- (1) In July 1994, WHX was created as the new holding company of the WPC group of companies, and WPC became a wholly-owned subsidiary of WHX. (2) SB, a wholly-owned subsidiary WHX, owns 109,861 shares of DCA's common stock, par value $10 per share. INFORMATION WITH RESPECT TO SB The record address of SB Acquisition Corp., a New York corporation is 110 East 59th Street, New York, New York 10022. SB beneficially owns 109,861 shares of DCA's common stock, par value $.10 per share. Approval of the business proposed at the Annual Meeting will enhance SB's ability to acquire DCA. Very truly yours, SB Acquisition Corp. By: /S/ RONALD LABOW --------------------------- Ronald Labow, President -5- -----END PRIVACY-ENHANCED MESSAGE-----