OFFER TO PURCHASE FOR CASH
UP TO THE SPECIFIED PERCENTAGE
OF
COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS)
OF
DYNAMICS CORPORATION OF AMERICA
AT
$40 NET PER SHARE
by
SB ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
WHX CORPORATION
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME
ON TUESDAY, APRIL 29, 1997 UNLESS THE OFFER IS EXTENDED.
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March 31, 1997
To Our Clients:
Enclosed for your consideration is an Offer to Purchase, dated March
31, 1997 (the "Offer to Purchase"), and the related Letter of Transmittal
(which, as amended from time to time, together constitute the "Offer") in
connection with the Offer by SB Acquisition Corp., a New York corporation
("Purchaser") and a wholly owned subsidiary of WHX Corporation, a Delaware
corporation ("Parent"), to purchase up to the Specified Percentage (as defined
in the Offer to Purchase) of shares of common stock, par value $.10 per share
(the "Shares") of Dynamics Corporation of America, a New York corporation (the
"Company"), including the associated Common Stock Purchase Rights (the "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 $40 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer.
THE MATERIAL IS BEING SENT TO YOU AS THE BENEFICIAL OWNER OF SHARES
HELD BY US FOR YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. WE ARE THE HOLDER
OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE
MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE
LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT
BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender on
your behalf any or all of the Shares held by us for your account, upon the terms
and subject to the conditions set forth in the Offer.
Your attention is invited to the following:
1. The tender price is $40 per Share, net to the seller in cash.
2. The Offer, and withdrawal rights will expire at 12:00 Midnight,
New York City time, on Tuesday, April 29, 1997, unless the Offer
is extended.
3. The Offer is being made for significantly less than all of the
outstanding Shares.
4. The Offer is conditioned upon, among other things, there not
having been entered into or effectuated any agreements with any
person impairing the Purchaser's ability to acquire the Company or
otherwise diminish the expected economic value to Purchaser of the
acquisition of the Company.
5. Tendering shareholders will not be obligated to pay brokerage fees
or commissions or, except as set forth in Instruction 6 of the
Letter of Transmittal, stock transfer taxes on the purchase of
Shares by Purchaser pursuant to the Offer.
6. Tendering shareholders must satisfy the Record Holder Condition
described in the Introduction and Section 1 of the Offer to
Purchase.
The Offer is made solely by the Offer to Purchase and the related
Letter of Transmittal and is being made to all holders of Shares. Purchaser is
not aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If
Purchaser becomes aware of any valid state statute prohibiting the making of the
Offer or the acceptance of Shares pursuant thereto, Purchaser will make a good
faith effort to comply with such state statute. If, after such good faith
effort, Purchaser cannot comply with such state statute, the Offer will not be
made to (nor will tenders be accepted from or on behalf of) the holders of
Shares in such state. In any jurisdiction where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of Purchaser by the Dealer Managers
or one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing and returning to us the instruction form
contained in this letter. An envelope in which to return your instructions to us
is enclosed. If you authorize the tender of your Shares, all such Shares will be
tendered unless otherwise specified on the instruction form set forth in this
letter. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
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INSTRUCTIONS WITH RESPECT TO THE OFFER
TO PURCHASE FOR CASH UP TO THE SPECIFIED PERCENTAGE OF
SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED RIGHTS)
OF
DYNAMICS CORPORATION OF AMERICA
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated March 31, 1997 (the "Offer to Purchase"), and the
related Letter of Transmittal (which, as amended from time to time, together
constitute the "Offer"), in connection with the offer by SB Acquisition Corp., a
New York corporation ("Purchaser") and a wholly owned subsidiary of WHX
Corporation, a Delaware corporation, to purchase up to the Specified Percentage
(as defined in the Offer to Purchase) of shares of common stock, par value $.10
per share (the "Shares") of Dynamics Corporation of America, a New York
corporation, 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 $40 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer.
This will instruct you to tender to Purchaser the number of Shares
indicated below (or, if no number is indicated in either appropriate space
below, all Shares) held by you for the account of the undersigned, upon the
terms and subject to the conditions set forth in the Offer.
NUMBER OF SHARES TO BE TENDERED:*
________________Shares
Account Number: _______________
Dated: _____________, 1997
SIGN HERE
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Signature(s)
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Please Type or Print Name(s)
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Please Type or Print
Address(es) Here
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Area Code and Telephone Number
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Taxpayer Identification or
Social Security Number(s)
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* Unless otherwise indicated, it will be assumed that all Shares held by
us for your account are to be tendered.
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