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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 2)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Dynamics Corporation of America
(Name of Subject Company)
Dynamics Corporation of America
(Name of Person(s) Filing Statement)
Common Stock, par value $0.10 per share
(Including the associated Series A Cumulative
Participating Preferred Stock Purchase Rights)
(Title of Class of Securities)
268039 10 4
(CUSIP Number of Class of Securities)
Henry V. Kensing
Vice President, General
Counsel and Secretary
475 Steamboat Road
Greenwich, Connecticut 06830-7197
(203) 869-3211
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the person(s) filing statement).
With a Copy to
Alan C. Myers
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
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This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9
(the "Schedule 14D-9") of Dynamics Corporation of America
(the "Company"), filed in connection with the tender
offer by SB Acquisition Corp., a wholly owned subsidiary
of WHX Corporation, for shares of common stock (including
the associated Series A Cumulative Participating
Preferred Stock Purchase Rights) of the Company.
Capitalized terms used herein shall have the definitions
set forth in the Schedule 14D-9.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit
No.
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Exhibit 13 Press Release issued by Dynamics
Corporation of America, dated April 29, 1997.
Exhibit 14 Order in Dynamics Corporation of America v.
WHX Corporation and SB Acquisition Corp.
(3:97 CV 702 (GLG)), dated April 29, 1997.
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: April 29, 1997 DYNAMICS CORPORATION OF AMERICA
By: /s/ Henry V. Kensing
Henry V. Kensing
Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
Exhibit
No. Description
Exhibit 13 Press Release issued by Dynamics
Corporation of America, dated April 29,
1997
Exhibit 14 Order in Dynamics Corporation of America v.
WHX Corporation and SB Acquisition Corp.
(3:97 CV 702 (GLG)), dated April 29, 1997