SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1997
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ----------- to ------------
Commission File Number: 0-7304
---------------------------
DYNAMICS CORPORATION OF AMERICA
- --------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK 13-0579260
- ---------------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
475 Steamboat Road, Greenwich, Connecticut 06830-7197
- --------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(203) 869-3211
- --------------------------------------------------------------------------
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of April 29, 1997:
Voting 3,835,226
Non-Voting 3,571
DYNAMICS CORPORATION OF AMERICA
AND SUBSIDIARIES
INDEX
Page No.
Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
As of March 31, 1997 and December 31, 1996 3
Condensed Consolidated Statements of
Income - For the Three Months
Ended March 31, 1997 and 1996 4
Condensed Consolidated Statement of
Stockholders' Equity - For the Three
Months Ended March 31, 1997 5
Condensed Consolidated Statements of
Cash Flows - For the Three Months
Ended March 31, 1997 and 1996 6
Notes to Condensed Consolidated Financial
Statements 7 - 10
Item 2. Management's Discussion and
Analysis of Results of Operations
and Financial Condition 11 - 13
Part II - Other Information:
Item 6. Exhibits and Reports on Form 8-K 14 - 15
--------------------------------
Signature Page 16
Part 1 - Financial Information
Item 1 - Financial Statements
DYNAMICS CORPORATION OF AMERICA
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AT MARCH 31, 1997 (Unaudited) and DECEMBER 31, 1996
(DOLLAR AMOUNTS IN THOUSANDS)
March 31, December 31,
ASSETS 1997 1996
------ --------- ------------
Current Assets:
Cash and cash equivalents $ 902 $ 1,146
Accounts Receivable, less allowances of
$548 and $536 21,465 19,583
Inventories - Note 1 24,824 22,624
Other current assets 1,527 1,196
Deferred income taxes 4,668 4,801
---------- ----------
TOTAL CURRENT ASSETS 53,386 49,350
Property, Plant and Equipment - at cost, less
accumulated depreciation and amortization of
$37,411 and $37,113 6,126 5,121
Equity Investment in CTS Corporation - Notes
2 and 6 86,478 84,046
Other Assets 2,236 2,219
---------- ----------
TOTAL ASSETS $ 148,226 $ 140,736
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current installments of long-term debt $ 49 $ 50
Accounts payable 7,380 6,898
Accrued expenses and sundry liabilities 15,925 15,291
Federal income taxes payable 1,934 1,578
---------- ----------
TOTAL CURRENT LIABILITIES 25,288 23,817
Long-term Debt - Note 3 2,862 374
Other Liabilities 1,314 1,269
Deferred Income Taxes 394 238
---------- ----------
TOTAL LIABILITIES 29,858 25,698
Contingencies - Note 7
Stockholders' Equity:
Preferred stock, par value $1 per share --
authorized 894,000 shares - none
issued
Series A Participating Preferred Stock, par
value $1 per share - authorized
106,000 shares - none issued
Stockholders' equity - see accompanying
statement 118,368 115,038
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 148,226 $ 140,736
========== ==========
See accompanying notes to condensed consolidated financial statements.
DYNAMICS CORPORATION OF AMERICA
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(DOLLAR AMOUNTS IN THOUSANDS,
EXCEPT PER SHARE DATA)
Unaudited
For the three months
ended March 31,
1997 1996
Net sales $ 30,402 $ 27,864
Cost of sales 22,211 22,789
----------- ----------
Gross profit 8,191 5,075
Selling, general and administrative expenses 6,192 6,556
----------- ----------
1,999 (1,481)
Other income (expense), net - Note 4 (140) 117
----------- ----------
Income (loss) before items shown below 1,859 (1,364)
Income tax charge (benefit) - Note 5 688 (530)
----------- -----------
Income (loss) before equity in CTS Corporation 1,171 (834)
Income from equity investment in CTS Corporation,
including income tax charge (benefit) of
$209 and $(2,332) - Notes 2 and 6 2,637 4,060
----------- ----------
Income from continuing operations 3,808 3,226
Reclassification of provision for Fermont
disposition, including income tax charge
of $160 251
----------- ----------
Net income $ 3,808 $ 3,477
=========== ==========
Weighted average number of common and common
equivalent shares outstanding 3,820,212 3,827,776
=========== ==========
Income per common share:
Continuing operations $ 1.00 $ .84
Reclassification of provision for Fermont
disposition .07
----------- ----------
Net income $ 1.00 $ .91
=========== ==========
Dividends per common share $ .10 $ .10
=========== ==========
See accompanying notes to condensed consolidated financial statements.
DYNAMICS CORPORATION OF AMERICA
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(DOLLAR AMOUNTS IN THOUSANDS)
Unaudited
Common Stock
(Authorized 10,000,000
voting shares and 600,000
non-voting shares) Paid-in Total
Shares Additional Retained Deferred Stockholders'
Outstanding* Par Value Capital Earnings Compensation Equity
Balance at December 31, 1996 3,810,810 $381 $11,518 $103,365 $(226) $115,038
Shares issued and issuable
from treasury pursuant to
benefit plans 11,000 1 341 (329) 13
Shares acquired for
treasury and pursuant to
benefit plans (4,745) (82) (51) (133)
Amortization of deferred
compensation 24 24
Net income 3,808 3,808
Cash dividends (382) (382)
--------- ---- ------- --------- ------- ---------
Balance at March 31, 1997 3,817,065 $382 $11,777 $106,740 $(531) $118,368
========= ==== ======= ======== ====== ========
* Net of shares held in treasury at $.10 par value per share (3,358,096
voting shares at March 31, 1997 and 3,364,351 voting shares at December
31, 1996). The cumulative cost of treasury shares held at March 31, 1997
amounted to approximately $35,700. Includes non-voting shares outstanding
of 3,572 at March 31, 1997.
See accompanying notes to condensed consolidated financial statements.
DYNAMICS CORPORATION OF AMERICA
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(DOLLAR AMOUNTS IN THOUSANDS)
Unaudited
March 31, March 31,
1997 1996
Operating activities:
Net income $3,808 $3,477
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 382 295
Deferred income taxes 289 (2,357)
Income before income taxes from equity
investment in CTS (2,847) (1,728)
Dividends from CTS 415 346
Decrease (increase) in other assets (17) 104
Increase in other liabilities 45 40
Issuance of Company common stock 13 10
Other--net 24 38
Changes in operating assets and liabilities:
Accounts receivable (1,882) (128)
Inventories (2,200) 530
Other current assets (331) (1,659)
Accounts payable, accrued expenses and
sundry liabilities 1,116 (218)
Federal income taxes payable 356 102
----- -----
Net cash used in operating activities (829) (1,148)
----- ------
Investing activities:
Purchases of property, plant and equipment (1,387) (618)
------ ------
Net cash used in investing activities (1,387) (618)
------ ------
Financing activities:
Principal payments under capital
lease obligations (13) (17)
Borrowings under lines of credit 2,500 1,000
Purchases of treasury stock (133) (324)
Dividends paid (382) (383)
---- -----
Net cash provided by financing activities 1,972 276
------- -----
Decrease in cash and cash equivalents (244) (1,490)
Cash and cash equivalents at beginning of period 1,146 1,767
------ -----
Cash and cash equivalents at end of period $ 902 $ 277
====== ======
See accompanying notes to condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not
include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion
of Management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 1997 are not
necessarily indicative of the results that may be expected for the year
ending December 31, 1997. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended December 31,
1996.
Note 1 - Inventories:
Quarterly inventories are estimated based on perpetual inventory records
of the Company and the gross profit method under the first-in, first-out
and the last-in, first-out methods.
Inventories are summarized as follows:
March 31, December 31,
1997 1996
(in thousands)
Raw materials and supplies $ 6,050 $ 6,276
Work in process 7,260 7,024
Finished goods 4,493 5,466
--------- ---------
17,803 18,766
--------- ---------
Inventories subject to progress billings 10,215 5,184
Progress billings (3,194) (1,326)
--------- ---------
7,021 3,858
--------- ---------
$ 24,824 $ 22,624
========= =========
Note 2 - Equity Investment in CTS Corporation:
At March 31, 1997, the Company's holdings aggregated 2,303,100 shares of
CTS Corporation ("CTS") common stock, unchanged from year-end, and the
Company's percentage of equity ownership in CTS remained at 44.1%.
The market value of the Company's investment in CTS amounted to
$117,458,000 at March 31, 1997 and $98,458,000 at December 31, 1996. The
market value at May 12, 1997 was $141,065,000. Under the Control Share
Acquisitions Chapter of the Indiana Business Corporation Law, 1,020,000
of the Company's shares of CTS common stock presently have no voting
rights.
Note 2 - Equity Investment in CTS Corporation (continued):
Summarized unaudited financial information derived from CTS' Quarterly
Report on Form 10-Q for the quarter ended March 30, 1997 follows:
Three Months Ended
March 30, March 31,
1997 1996
(in thousands)
Net sales $ 91,269 $ 80,186
========= =========
Gross profit $ 25,291 $ 19,799
========= =========
Net earnings $ 6,954 $ 4,414
========= =========
The Company's reported share of CTS' net earnings in the first quarter of
1996 increased by $2,466,000, or $.64 per share, for the favorable
adjustment to taxes previously provided on the Company's cumulative share
of CTS' undistributed earnings through January 1, 1996.
Note 3 - Long-Term Debt:
The Company had $2,500,000 outstanding under its Revolving Credit
Agreement with banks at March 31, 1997.
Note 4 - Other Income (Expense), Net:
Three Months Ended
March 31,
1997 1996
(in thousands)
Interest:
Income $ 2 $ 9
Expense (15) (58)
------- -------
(13) (49)
Other, net (127) 166
------- -------
($140) $ 117
======= =======
Note 5 - Income Tax Charge (Benefit):
The effective rates for tax charges (benefits) for the three months ended
March 31, 1997 and 1996 exceeded the Federal statutory rate due to the
effect of state income taxes.
Note 6 - Unsolicited Tender Offer and CTS Merger Agreement:
On March 31, 1997, WHX Corporation ("WHX") announced an unsolicited
tender offer to acquire up to 649,000 shares of the Company's common
stock at $40 per share. WHX subsequently amended the offer and is now
offering to purchase any and all outstanding shares at $45 per share. The
Company's Board of Directors has unanimously determined that the WHX
offer is inadequate and is not in the best interests of the Company and
its stockholders and unanimously recommends that stockholders reject the
WHX offer and not tender any of their shares to WHX. WHX has also
announced a proxy contest to, among other things, replace members of the
Company's Board of Directors at the Company's Annual Meeting of
Stockholders, originally scheduled for May 2, 1997 and subsequently
postponed to August 1, 1997.
On May 9, 1997, the Company and CTS executed an Agreement and Plan of
Merger providing that CTS will commence a tender offer for 49.9% of the
outstanding common shares at $55 cash per share to be followed by a
merger in which each remaining common share will be converted into the
right to receive 0.88 shares of CTS common stock. The consummation of the
merger is subject to approval by the stockholders of the Company and CTS
and to other customary conditions.
Note 7 - Contingencies:
The Company is a supplier to the United States Government under contracts
and subcontracts on which there are cost allocation, cost allowability
and compliance issues under examination by various agencies or
departments of the Federal government. In the course of the resolution of
these issues, the Company may be required to adjust certain prices or
refund certain payments on its government contracts and subcontracts. The
Company believes that any such price adjustments or refunds will not have
a materially adverse effect on the financial position or results of
operations of the Company.
The Company has been notified by the U.S. Environmental Protection Agency
("EPA") that it is a Potentially Responsible Party ("PRP") regarding
hazardous waste cleanup in the vicinity of a Company site in California,
and has elected to participate in the allocation of responsibility
proceedings conducted by the PRP group formed in connection therewith. In
February 1996, the Company settled the past costs portion of a 1995
lawsuit by a state environmental agency to recover past and future
response costs related to the cleanup of a non-Company site in
Pennsylvania as to which the Company was earlier designated a PRP; and
the Company has also been sued by certain of the PRPs who have agreed
with the state agency to fund other past response costs at that site to
recover a portion of those costs from the Company and other PRPs who have
not agreed to participate in such funding. The Company is also a
defendant in two lawsuits seeking contribution for Superfund cleanup
costs relating to two other non-Company sites in that state. Based upon
its knowledge of the extent of the Company's exposure and current
statutes, rules and regulations, and emerging alternative remedial
approaches, management believes that the anticipated costs resulting from
claims and proceedings with respect to the above mentioned sites,
including remediation, the extent and cost of which are presently
unknown, will not materially affect the financial position of the
Company. However, it is possible, but unanticipated at this time, that
future results of operations and cash flows could be materially affected
by an unfavorable resolution of these matters.
With respect to other claims and actions against the Company, it is the
opinion of Management that they will not have a material effect on the
financial position of the Company.
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
Results of Operations
Sales increased $2,538,000 or 9.1% in the quarter ended March 31, 1997
compared to the same period a year ago. Sales in the Electrical
Appliances and Electronic Devices segment increased $1,637,000; increases
in sales of oscillators and heat dissipating devices for computers were
offset in part by a decline in sales of electrical appliances, primarily
due to a decision by Waring's management to de-emphasize low margin
consumer products and their marketing through mass merchants and to focus
instead on higher quality and higher margin consumer and commercial
products. Sales in the Fabricated Metal Products and Equipment segment
increased $47,000, as security and door product sales improved slightly.
Sales in the Power and Controlled Environmental Systems segment increased
$854,000, as sales increases of engine generator sets, and revenues
related to a delay claim settlement, under the TQ contract and of
transportable medical units, and thermal and custom mobile products were
partially offset by lower sales of power plant products.
Gross profit increased $3,116,000 in the quarter ended March 31, 1997
compared to the same period a year ago, and increased as a percentage of
sales to 26.9% from 18.2%. Gross profit in the Electrical Appliances and
Electronic Devices segment increased due to sales increases for
oscillators and heat dissipating devices for computers, and favorable
sales mix on quartz crystal products and electrical appliances. Gross
profit increased in the Fabricated Metal Products and Equipment segment,
due to some improvement in manufacturing efficiency at the Scranton,
Pennsylvania plant compared to last year. Gross profit increased
significantly in the Power and Controlled Environmental Systems segment
due to the effect of shipments of engine generator sets and gross profit
of $728,000 ($459,000 net of income taxes) related to a delay claim
settlement under the TQ contract. Gross profit increases for
transportable medical units and thermal products were offset by decreases
in the power plant and custom mobile product lines.
Selling, general and administrative expenses decreased $364,000 in the
quarter ended March 31, 1997 compared to the same period a year ago, and
decreased as a percentage of sales to 20.4% from 23.5%, due primarily to
salary and benefit savings resulting from last year's staff reductions at
the Waring and Anemostat Scranton operations.
Other income (expense) was a net expense of $140,000 for the current
period, compared to income of $117,000 for the prior year's period. Net
interest expense declined $36,000, as borrowings under the Revolving
Credit Agreement were lower in the current period. Other expense, net for
the current period included $94,000 for legal fees in the Company's suit
against Dualit to recover damages resulting from a 1994 electrical
appliance product recall.
The Company recorded an income tax charge of $688,000, a 37.0% tax rate,
for the quarter ended March 31, 1997, and an income tax benefit of
$530,000, a 38.9% tax rate, for the prior year's quarter. The effective
rate for both periods differed from the Federal statutory rate due to the
effect of state income taxes.
Income from the Company's equity investment in CTS Corporation decreased
$1,423,000 due to last year's first quarter $2,466,000 favorable
adjustment to taxes previously provided on the Company's cumulative share
of CTS' undistributed earnings through January 1, 1996. (See Note 2 -
Equity Investment in CTS Corporation in the Notes to the Condensed
Consolidated Financial Statements.) CTS had a $2,540,000 increase in
quarterly net earnings compared to the prior year. The Company's
percentage of equity ownership remained at 44.1% for both periods.
Beginning on April 1, 1996, the Fermont Division's results of operations
are included in the Company's Consolidated Statements of Income. Reported
results for prior periods have been reclassified, including a $251,000
reversal for the quarter ended March 31, 1996 of the operating loss
provision for Fermont recorded in a prior period.
Financial Condition
Cash and cash equivalents decreased $244,000 during the three months
ended March 31, 1997. Cash of $829,000 was used in operating activities,
principally to fund increases in accounts receivable and inventories,
offset in part by increases in accounts payable and accrued expenses.
Cash of $1,387,000 was used in investing activities to acquire machinery
and equipment. Cash of $1,972,000 was provided by financing activities,
as borrowings increased by $2,500,000. The Company also paid dividends
and purchased treasury stock.
Cash at March 31, 1997 amounted to $902,000. During the three month
period, the Company borrowed $2,500,000 for working capital requirements
under its $37,000,000 Revolving Credit Agreement with its banks. The
Company presently has $30,500,000 available under the Agreement, in
addition to a $9,000,000 uncommitted line with a bank.
Liquidity and financial resources are considered adequate to fund planned
Company operations, including capital expenditures and payment of dividends
and additional stock purchases, if any.
The Company intends to continue its stated policy of reviewing potential
acquisitions of companies and product lines which it believes would
enhance its growth and profitability.
Management anticipates that the Company's deferred tax assets will be
realized based upon its expectation of future taxable income. The Company
will require taxable income of $13,850,000 to realize its net deferred
tax assets, which are $5,598,000, excluding deferred tax liabilities of
$1,324,000 at March 31, 1997 for the undistributed earnings of the
Company's equity investment in CTS Corporation. Also, under applicable
carryback provisions of the Internal Revenue Code, prior years' taxable
income could be utilized to realize a substantial portion of the deferred
tax assets.
With respect to environmental matters (see Note 7 - Contingencies in the
Notes to the Condensed Consolidated Financial Statements), the Company
incurred costs of $125,000 for managing hazardous substances or
pollutants during the current three month period, compared to $101,000
for the comparable prior year period. In complying with federal, state
and local environmental protection statutes and regulations, the Company
has altered or modified certain manufacturing processes and expects to
continue to do so in the future. Such modifications to date have not
significantly increased capital expenditures or materially affected
earnings or the competitiveness of the Company.
The Financial Accounting Standards Board ("FASB") recently issued FASB
Statement No. 128, "Earnings per Share," which the Company is required to
adopt for the quarter and year ended December 31, 1997. The statement
simplifies the standards for computing earnings per share previously
found in APB Opinion No. 15, "Earnings per Share." It replaces the
presentation of primary EPS with a presentation of basic EPS. Earlier
adoption is not permitted under the Statement, but restatement of prior
periods is required once adopted. Restatement of prior period EPS data
will change the weighted average number of shares outstanding, but is not
expected to change prior period EPS numbers.
In connection with the WHX tender offer and proxy solicitation and the
CTS Merger Agreement, the Company has incurred and expects to continue to
incur costs, including fees for investment bankers and legal counsel,
which may be significant and may adversely impact future operating
results. The Board of Directors has authorized the Company to enter into
various severance arrangements with key employees which will require lump
sum payments in the event of a Change in Control (as defined in the
agreements) followed by certain terminations of employment. Certain lump
sum payments would also be required in the event of a Change in Control
followed by certain terminations of employment under the employment
contracts dated February 1, 1996, as amended, with Andrew Lozyniak,
Patrick J. Dorme and Henry V. Kensing. (See Note 6 - Unsolicited Tender
Offer and CTS Merger Agreement in the Notes to the Condensed Consolidated
Financial Statements.)
Part II - Other Information
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
2.1 Agreement and Plan of Merger, dated as of May 9, 1997,
among Dynamics Corporation of America, CTS Corporation and
CTS First Acquisition Corp. (incorporated by reference to
Exhibit 2 to Amendment No. 46 to the Schedule 13D of
Dynamics Corporation of America, filed May 12, 1997, with
respect to its investment in CTS Corporation). DCA agrees
to furnish supplementally a copy of any omitted schedule
to the Securities and Exchange Commission upon request.
3.1 Amendments to the By-laws of Dynamics Corporation of America
(incorporated by reference to Exhibit 6 to the Schedule
14D-9 of Dynamics Corporation of America, filed April 14,
1997).
4.1 Amendment No. 2, dated as of May 9, 1997, to the Rights
Agreement, dated as of January 30, 1986, as amended on
December 27, 1995, between Dynamics Corporation of
America and BankBoston (formerly The First National Bank
of Boston), as Rights Agent (incorporated by reference to
Exhibit 4.1 to the Form 8-K of Dynamics Corporation of
America, filed May 9, 1997).
4.2 Amendment No. 3, dated as of May 12, 1997, to the Rights
Agreement, dated as of January 30, 1986, as amended on
December 27, 1995 and May 9, 1997, between Dynamics
Corporation of America and BankBoston (formerly The First
National Bank of Boston), as Rights Agent (incorporated by
reference to Exhibit 4.1 to the Form 8-K of Dynamics
Corporation of America, filed May 12, 1997).
10.1 Amendment to Employment Agreement, dated as of April 11,
1997, by and between Dynamics Corporation of America and
Andrew Lozyniak.
10.2 Amendment to Employment Agreement, dated as of April 11,
1997, by and between Dynamics Corporation of America and
Patrick J. Dorme.
10.3 Amendment to Employment Agreement, dated as of April 11,
1997, by and between Dynamics Corporation of America and
Henry V. Kensing.
10.4 Employment Agreement, dated as of May 9, 1997, by and among
CTS Corporation, Dynamics Corporation of America and
Andrew Lozyniak.
10.5 Employment Agreement, dated as of May 9, 1997, by and among
CTS Corporation, Dynamics Corporation of America and
Patrick J. Dorme.
10.6 Employment Agreement, dated as of May 9, 1997, by and among
CTS Corporation, Dynamics Corporation of America and Henry
V. Kensing.
10.7 Amendment to Dynamics Corporation of America 1980 Restricted
Stock and Cash Bonus Plan, dated as of April 11, 1997.
10.8 Trust Agreement, dated December 31, 1996, by and between
Dynamics Corporation of America and Bank of Boston
Connecticut, as Trustee.
27.1 Financial Data Schedule, for the period ended March 31, 1997.
27.2 Financial Data Schedule, for the period ended March 31, 1996
(restated).
(b) There were no reports on Form 8-K for the three months ended
March 31, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DYNAMICS CORPORATION OF AMERICA
----------------------------------------
(Registrant)
/s/ Patrick J. Dorme
----------------------------------------
(Signature)
Patrick J. Dorme
Vice President - Finance and
Chief Financial Officer
Date: May 15, 1997
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
2.1 Agreement and Plan of Merger, dated as of May
9, 1997, among Dynamics Corporation of America,
CTS Corporation and CTS First Acquisition Corp.
(incorporated by reference to Exhibit 2 to
Amendment No. 46 to the Schedule 13D of
Dynamics Corporation of America, filed May 12,
1997, with respect to its investment in CTS
Corporation). DCA agrees to furnish
supplementally a copy of any omitted schedule
to the Securities and Exchange Commission upon
request.
3.1 Amendments to the By-laws of Dynamics
Corporation of America (incorporated by
reference to Exhibit 6 to the Schedule 14D-9 of
Dynamics Corporation of America, filed April
14, 1997).
4.1 Amendment No. 2, dated as of May 9, 1997, to
the Rights Agreement, dated as of January 30,
1986, as amended on December 27, 1995, between
Dynamics Corporation of America and BankBoston
(formerly The First National Bank of Boston),
as Rights Agent (incorporated by reference to
Exhibit 4.1 to the Form 8-K of Dynamics
Corporation of America, filed May 9, 1997).
4.2 Amendment No. 3, dated as of May 12, 1997, to
the Rights Agreement, dated as of January 30,
1986, as amended on December 27, 1995 and May
9, 1997, between Dynamics Corporation of
America and BankBoston (formerly The First
National Bank of Boston), as Rights Agent
(incorporated by reference to Exhibit 4.1 to
the Form 8-K of Dynamics Corporation of
America, filed May 12, 1997).
10.1 Amendment to Employment Agreement, dated as of
April 11, 1997, by and between Dynamics
Corporation of America and Andrew Lozyniak.
10.2 Amendment to Employment Agreement, dated as of
April 11, 1997, by and between Dynamics
Corporation of America and Patrick J. Dorme.
10.3 Amendment to Employment Agreement, dated as of
April 11, 1997, by and between Dynamics
Corporation of America and Henry V. Kensing.
10.4 Employment Agreement, dated as of May 9, 1997,
by and among CTS Corporation, Dynamics
Corporation of America and Andrew Lozyniak.
10.5 Employment Agreement, dated as of May 9, 1997,
by and among CTS Corporation, Dynamics
Corporation of America and Patrick J. Dorme.
10.6 Employment Agreement, dated as of May 9, 1997,
by and among CTS Corporation, Dynamics
Corporation of America and Henry V. Kensing.
10.7 Amendment to Dynamics Corporation of America
1980 Restricted Stock and Cash Bonus Plan,
dated as of April 11, 1997.
10.8 Trust Agreement, dated December 31, 1996, by and between
Dynamics Corporation of America and Bank of Boston
Connecticut, as Trustee.
27.1 Financial Data Schedule, for the period ended
March 31, 1997.
27.2 Financial Data Schedule, for the period ended
March 31, 1996 (restated).