Exhibit 99(c)(6)
CTS. May 28, 1997
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Dynamics Corporation of America
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RE: Agreement and Plan of Merger
Ladies and Gentlemen:
As you know, WHX Corporation announced an increase in its cash tender offer
for DCA shares to $56.00 per DCA share. We believe that the current terms of the
transaction provided for in the DCA-CTS Merger Agreement are clearly superior to
WHX's revised bid. Accordingly, as contemplated by Section 8.01(e) of the
DCA-CTS Merger Agreement, we hereby request that the DCA Board reconfirm its
approval and recommendation of the Offer, the Merger and the DCA-CTS Merger
Agreement within five business days.
Sincerely,
CTS CORPORATION
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Chairman of the Board
CTS FIRST ACQUISITION CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Chairman of the Board
CC: Skadden, Arps, Slate, Jones, Day, ▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇▇▇▇▇ & Flam, L.L.P. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Esq.
