SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
___ Preliminary Proxy Statement
___ Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
___ Definitive Proxy Statement
X Definitive Additional Materials
___ Soliciting Material Pursuant to Rule 14a-11 or Rule 14a-12
CTS CORPORATION
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee:
X No fee required.
CTS CORPORATION
905 WEST BOULEVARD NORTH
ELKHART, INDIANA 46514
April 2, 1998
Dear Shareholder:
Enclosed is a press release announcing further steps in
CTS' integration of Dynamics Corporation of America. The
actions include, among others, the closure of Dynamics'
executive offices and realignment of the Board of Directors in
connection therewith. We are sending the press release to you
because we thought you might find it of interest in connection
with our upcoming Annual Meeting of Shareholders on April 24,
1998 and to supplement CTS' proxy statement mailed to you on
March 18, 1998.
If you have not previously submitted a proxy, please do
so at your earliest convenience. You may, of course, change
your vote if you desire to do so at any time prior to the
meeting. An extra proxy card with envelope are enclosed.
We believe that we are making substantial progress in
establishing a platform for long-term, substantial growth. We
look forward to seeing you at the Annual Meeting, during which
we will review our plans in greater detail.
/S/ Joseph P. Walker
Joseph P. Walker
Chairman, Chief Executive
Officer and President
March 31, 1998
FOR RELEASE: Immediately
CTS ANNOUNCES DYNAMICS INTEGRATION ACTIONS
Elkhart, IN...March 31, 1998. CTS Corporation (NYSE:
CTS) announced key steps in the integration of its acquisition
of Dynamics Corporation of America. The Dynamics acquisition
was completed in the fourth quarter of 1997.
The integration of Dynamics' IERC and Reeves-Hoffman
businesses into CTS electronics manufacturing operations has
been substantially completed. CTS has established a task
force, which includes outside advisors, to study the
repositioning or possible divestiture of Dynamics' remaining
businesses (consisting of its small appliances, power and
controlled environmental systems and fabricated metal products
and equipment businesses), with the objective of selling,
closing or integrating them into CTS' existing businesses by
the end of this year. These businesses had combined full year
1997 net sales of $100.1 million and a total book value of
$31.6 million at the end of 1997.
CTS also announced that it would close Dynamics'
corporate headquarters in Greenwich, Connecticut by June 30,
1998. In connection with the closure, Andrew Lozyniak and
Patrick Dorme, Dynamics' chief executive officer and chief
financial officer, respectively, will be retiring effective
April 1, 1998, but have agreed to consult with CTS for a
transition period. Mr. Lozyniak has agreed to remain a member
of the CTS Board of Directors through at least the date of
CTS' 1999 annual meeting of shareholders; Mr. Dorme will leave
the CTS Board on July 1, 1998. CTS also purchased 226,360
shares of its common stock from these executives at $32.60 per
share, the average closing price for the 20 trading days ended
March 25th. In addition, Mr. Lozyniak surrendered his option
to purchase 300,000 CTS shares in exchange for a payment equal
to the spread between $32.60 per share and the $20.83 exercise
price. Giving effect to these transactions, CTS may acquire
in open-market or privately negotiated transactions up to
320,610 additional shares under its existing Board repurchase
authorization.
"We are pleased with our progress in assimilating the
Dynamics organization," said Joseph P. Walker, chairman and
chief executive officer of CTS. The closure of Dynamics'
headquarters will result in $2.4 million of annual after-tax
cost savings, including about half of that amount this year.
The costs we will incur in connection with these actions were
provided for through the 1997 transaction with DCA. Combined
with the approximately $1.0 million of annual after-tax cost
savings previously obtained, we expect that cost savings and
synergies from the acquisition will be well in excess of our
original target of $2.0 million. Finally, we expect the
option and share repurchase transactions to be accretive to
1998 earnings per share," Walker said.
# # # # #
CTS is primarily a diversified manufacturer of electronic
components for the automotive, computer equipment and
communications equipment markets. The Company, headquartered
in Elkhart, Indiana, operates 21 manufacturing plants in the
United States and abroad.
The Company's plans, estimates and beliefs concerning the
future contained in this press release are forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Actual results may differ
materially from those reflected herein due to a variety of
factors that could affect the Company's operating results,
liquidity and financial condition, such as risks associated
with the integration of acquired operations, competitive
factors and price pressures, shifts in market demand and
general economic conditions, foreign operations and
developments and other factors.
CTS CORPORATION PROXY
905 West Boulevard North, Elkhart, Indiana 46514
This Proxy is Solicited
on Behalf of the Board of
Annual Meeting of Shareholders Directors
April 24, 1998 The undersigned, having
received the Notice of
Annual Meeting of
Shareholders and the
Proxy Statement hereby
appoints Joseph P.
Walker and Jeannine M.
Davis as proxies, each
with the power to
appoint his or her
substitute, and hereby
authorizes them to
represent and to vote,
as designated below,
all of the shares of
Common Stock of CTS
Corporation held of
record by the under-
signed on March 6,
1998, at the Annual
Meeting of Share-
holders to be held on
April 24, 1998 and at
any adjournment thereof.
1. ELECTION OF DIRECTORS __ FOR ALL nominees listed below
__ WITHHOLD AUTHORITY
to vote for all nominees listed below
__ FOR SOME of the nominees listed below
(See INSTRUCTION)
L. J. Ciancia, P. J. Dorme, G. H. Frieling, Jr., A. Lozyniak,
R. A. Profusek, J. P. Walker
INSTRUCTION: To withhold authority to vote on any individual nominee, write
that nominee's name in the space provided below. This proxy will be voted for
all nominees listed above except:
_________________________________________________________________________
If not otherwise marked, this Proxy will be voted for the election of all
nominees.
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Signature______________________________
Signature______________________________
If Held Jointly
Dated_____________________________,1998