<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT / / FILED BY A PARTY OTHER THAN THE REGISTRANT / /
- --------------------------------------------------------------------------------
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/x/ Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
Dynatech Corporation
(Name of Registrant as Specified In Its Charter)
Dynatech Corporation
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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<PAGE> 2
[DYNATECH CORPORATION LOGO]
ANNUAL MEETING OF STOCKHOLDERS
ON
JULY 26, 1994
------------------------
SUPPLEMENT TO PROXY STATEMENT
------------------------
SC FUNDAMENTAL NOMINEES
According to preliminary proxy materials filed by SC Fundamental Inc., the
SC Fundamental Value Fund, L.P., SC Fundamental Value BVI, Inc., SC-BVI
Partners, SC Fundamental Value BVI, Ltd., Gary N. Siegler and Peter M. Collery
(collectively, "SC Fundamental") on June 22, 1994 with the Securities and
Exchange Commission with respect to the Dynatech Corporation (the "Company")
Annual Meeting (the "SC Fundamental Proxy Statement"), SC Fundamental has
indicated that it will nominate three persons for election as directors of the
Company with a term expiring in 1997, Gary N. Siegler, Peter M. Collery, and
Curtis MacNguyen (the "SC Fundamental Nominees").
THE BOARD RECOMMENDS THAT YOU REJECT THE SC FUNDAMENTAL NOMINEES AND VOTE
FOR THE BOARD'S NOMINEES ON THE ENCLOSED WHITE PROXY CARD.
As a result of the proxy contest initiated against the Company by SC
Fundamental, the rules of the Securities and Exchange Commission (the
"Commission") require the Company to provide to its stockholders certain
additional information, including with respect to participants (as defined in
Schedule 14A promulgated pursuant to the Securities Exchange Act of 1934, as
amended). Pursuant to those rules, the members of the Board are, and certain
employees and agents of the Company may be deemed to be, participants. Unless
otherwise indicated below, the address of the participants described below is
the address of the Company's principal executive offices.
PARTICIPANTS ON BEHALF OF DYNATECH CORPORATION
Set forth below is certain required information concerning persons who are
or may be deemed participants in the solicitation. Except as indicated below, no
participant has purchased or sold or otherwise acquired or disposed of any
shares of common stock of the Company in the last two years.
J. P. Barger is a director and Chairman of the Company. He is the
beneficial owner of the 554,336 shares of the common stock of the Company,
including 270 shares owned by his spouse, as to which Mr. Barger disclaims any
beneficial ownership. Over the past two years, Mr. Barger has made the following
dispositions of common stock of the Company: 3,000 shares on July 29, 1992;
4,000 shares on August 24, 1992; 2,000 shares on October 7, 1992; 3,000 shares
on November 2, 1992; 11,742 shares on December 28, 1992; 3,000 shares on January
6, 1993; 3,000 shares on March 26, 1993; 7,000 shares on April 19, 1993; 5,000
shares on April 23, 1993; 20,000 shares July 28, 1993; 21,093 shares on December
28, 1993; 10,000 shares on April 29, 1994; 10,000 shares on May 6, 1994; 5,000
shares on May 9, 1994; 5,000 shares on May 12, 1994; 5,000 shares on May 13,
1994; 6,000 shares on June 14, 1994; and 4,000 shares on June 15, 1994.
Theodore Cohn, a director of the Company, is a management consultant in New
York, New York. His address is 923 Fifth Avenue, Apartment 4A, New York, New
York 10021. Mr. Cohn is the beneficial owner of 10,000 shares of the common
stock of the Company.
O. Gene Gabbard, a director of the Company, is a consultant and
entrepreneur who works with high technology start-up companies. His mailing
address is 4900 Brookside Place, Roswell, Georgia 30076.
<PAGE> 3
James B. Hangstefer, a director of the Company, is President of Cordel
Associates, Inc., a business consulting firm located at 318 Bear Hill Road,
Waltham, Massachusetts 02154. Mr. Hangstefer is the beneficial owner of 18,000
shares of common stock of the Company, including 3,000 shares of common stock
held by his spouse, as to which Mr. Hangstefer disclaims any beneficial
ownership.
Warren A. Law, a director of the Company, is the Edmund Cogswell Converse
Professor of Banking and Finance Emeritus at the Graduate School of Business
Administration, Harvard University. His mailing address is 75 Fletcher Road,
Belmont, Massachusetts 02178. Dr. Law is the beneficial owner of 350 shares of
the common stock of the Company.
Richard K. Lochridge, a director of the Company, is President and Chief
Executive Officer of Lochridge and Company, Inc., a management consulting firm
located at 420 Boylston Street, Boston, Massachusetts 02116. Mr. Lochridge is
the beneficial owner of 3,000 shares of the Common Stock of the Company. Mr.
Lochridge purchased 1,250 shares of common stock of the Company on July 24,
1992.
John F. Reno is the President and Chief Executive Officer and a director of
the Company. He is the beneficial owner of 43,485 shares of the common stock of
the Company, including 1,000 shares owned by his spouse and 5,525 shares owned
by a relative for which Mr. Reno has a power of attorney, and 27,720 shares of
common stock of the Company issuable upon the exercise of stock options. Over
the past two years, Mr. Reno has made the following acquisitions of common stock
of the Company: 1,000 shares on October 22, 1992; and 1,440 shares on March 16,
1993.
Warren M. Rohsenow, a director and Honorary Chairman of the Board of
Directors of the Company, is Professor Emeritus, Department of Mechanical
Engineering, Massachusetts Institute of Technology. His mailing address is 32
Carroll Street, Falmouth, Maine 04105. Dr. Rohsenow is the beneficial owner of
256,814 shares of the common stock of the Company, including 15,580 shares of
common stock owned by his spouse, as to which Dr. Rohsenow disclaims beneficial
ownership. During the past two years, Dr. Rohsenow had made the following
dispositions of common stock of the Company: 6,000 shares on November 12, 1992;
25,000 shares on May 28, 1993; 5,600 shares on October 21, 1993; and 12,000
shares on May 27, 1994.
Hon. Paula Stern, a director of the Company, is President of The Stern
Group, an international trade advisory firm located at 518 C Street, N.E.,
Washington, D.C. 20002, and a Senior Fellow of the Progressive Policy Institute,
a policy group. Dr. Stern is the beneficial owner of 200 shares of the common
stock of the Company.
Robert H. Hertz is Chief Financial Officer, Treasurer, and Clerk of the
Company. He is the beneficial owner of 23,149 shares of the common stock of the
Company, including 400 shares of common stock held jointly by Mr. Hertz and his
spouse and 20,500 shares of common stock of the Company issuable upon the
exercise of stock options. During the past two years Mr. Hertz acquired 5,000
shares of common stock of the Company upon the exercise of stock options on
March 11, 1993 and sold 3,600 shares on May 3, 1993.
Steven G. Cantor is Manager, Corporate Communications, of the Company. He
is the beneficial owner of 22 shares of the common stock of the Company. During
the past two years Mr. Cantor has made the following sale of common stock of the
Company: 100 shares on May 27, 1993.
Included in the share ownership amounts listed above are shares of common
stock of the Company purchased by certain individuals within the past two years
through their participation in the Dynatech
2
<PAGE> 4
Corporation Employee Monthly Stock Investment Plan. The monthly purchases made
pursuant to such Plan during the past two years are as follows:
<TABLE>
<CAPTION>
SHARES PURCHASED
--------------------------------------
MR. MR. MR.
MONTHLY TRANSACTIONS BARGER HERTZ CANTOR
--------------------------------------------- ------- ------- ------
<S> <C> <C> <C>
June 1992.................................... 26.6667 13.3333 4.0000
July 1992.................................... 26.3158 13.1579 3.9474
August 1992.................................. 30.3030 15.1515 4.5455
September 1992............................... 28.5714 14.2857 4.2857
October 1992................................. 29.8507 14.9254 4.4776
November 1992................................ 24.6914 12.3457 3.7037
December 1992................................ 23.2558 11.6279 3.4884
January 1993................................. 18.6916 9.3458 2.8037
February 1993................................ 18.5185 9.2593 2.7778
March 1993................................... 16.6667 8.3333 2.5000
April 1993................................... 17.8571 8.9286 2.6786
May 1993..................................... 17.5439 8.7719 2.6316
June 1993.................................... 16.6667 8.3333 2.5000
July 1993.................................... 17.6991 8.8496 --
August 1993.................................. -- 9.6154 --
September 1993............................... -- 9.0090 --
October 1993................................. -- 11.9048 --
November 1993................................ -- 10.2041 --
December 1993................................ -- 11.4943 --
January 1994................................. -- 11.2360 --
February 1994................................ -- 12.9870 --
March 1994................................... -- 12.1951 --
April 1994................................... -- 11.7647 --
May 1994..................................... -- 13.8889 --
</TABLE>
SOLICITATION OF PROXIES
The cost of this proxy solicitation will be borne by the Company. In
addition to solicitations by mail, solicitations also may be made by
advertisement, telephone, telegram, facsimile transmission or other electronic
media, and personal meetings and interviews. In addition to solicitation
services to be provided by MacKenzie Partners, Inc. ("MacKenzie Partners"), as
described below, proxies may be solicited by the Company and its directors,
officers and employees (who will receive no compensation therefor in addition to
their regular salaries). Arrangements also will be made with brokerage houses
and other custodians, nominees and fiduciaries to forward solicitation materials
to the beneficial owners of the common stock of the Company, and such persons
will be reimbursed for their expenses. Although no precise estimate can be made
at the present time, it is currently estimated that the aggregate amount to be
spent in connection with the solicitation of proxies by the Company (excluding
the salaries and fees of officers and employees and excluding the costs normally
expended for a solicitation of proxies in an uncontested election of directors)
will be approximately $250,000, or a greater amount if there is litigation in
connection with the solicitation, and that the total cash expenditures to date
relating to the solicitation have been under $5,000. These estimates include
fees for attorneys, accountants, public relations and financial advisors, proxy
solicitors, advertising, printing, and distribution.
The Company has retained MacKenzie Partners at a fee estimated not to
exceed $60,000, plus reasonable out-of-pocket expenses, to assist in the
solicitation of proxies (which amount is included in the estimate of total
expenses above). It is anticipated that approximately 35 employees of MacKenzie
Partners may solicit proxies.
VOTING INFORMATION
Please do NOT sign and return any BLUE proxy or any other proxy or notice
of revocation sent to you by SC Fundamental. Please sign, date, and return the
enclosed WHITE proxy card in the enclosed self-addressed stamped envelope. The
preliminary materials filed with the Commission by SC Fundamental also indicate
that SC Fundamental intends to make a non-binding proposal (the "Possible
Proposal") at the Annual
3
<PAGE> 5
Meeting to request and recommend that the Board of Directors retain a nationally
recognized investment banking firm to value the Company and its businesses in
order to conduct a sale of the Company or implement a major restructuring. Since
SC Fundamental's proxy materials are in merely preliminary form and have not
been circulated to stockholders, and since the ability of SC Fundamental under
Massachusetts law to make such a proposal at the Annual Meeting is in doubt, the
Company does not know whether SC Fundamental will actually present the Possible
Proposal at the Annual Meeting. In the event SC Fundamental does distribute
definitive material with respect to the Possible Proposal, the Company currently
intends to distribute to stockholders additional soliciting material, including
a revised management proxy card (a "Revised Management Card"), which will permit
stockholders to express their views regarding this proposal. If stockholders who
sign and return the enclosed WHITE proxy card, or who have already signed and
returned a previously delivered WHITE proxy card, do not return any Revised
Management Card (or other later-dated proxy), the proxy holders named therein
will rely on the discretionary authority conferred by such enclosed WHITE proxy
card (or previously delivered WHITE proxy card) to vote AGAINST the Possible
Proposal, if it is presented at the Annual Meeting for consideration by the
stockholders.
If any other matters properly come before the Annual Meeting, the proxy
holders intend to vote such proxies in accordance with their best judgment.
Unrevoked original WHITE proxy cards returned without direction will be voted
FOR the Board's nominees for election to the Board of Directors and FOR approval
of the Company's 1994 Stock Option and Incentive Plan, but AGAINST the Possible
Proposal, if it is presented at the Annual Meeting. Where no instructions have
been given by a stockholder on the enclosed proxy card, the shares will be voted
FOR the Board's nominees for election to the Board of Directors and FOR the
approval of the 1994 Stock Option and Incentive Plan, but AGAINST the Possible
Proposal, if it is presented.
June 24, 1994
Burlington, Massachusetts
IMPORTANT
Your vote is important. Please support your management.
Please make sure your latest dated proxy is a WHITE card voting FOR your
management nominees. A later dated blue SC Fundamental card, even if marked to
"withhold authority" to vote for the SC Fundamental Nominees, will cancel your
vote for the nominees of your Board of Directors.
If your shares are registered in your name, you can FAX your card (both
sides) to MacKenzie Partners, Inc. at the FAX number listed below. If your
shares are held in "street name," immediately instruct your broker or the person
responsible for your account to sign a WHITE proxy card on your behalf. You can
also FAX the instruction form or WHITE card (both sides) sent to you by your
broker or bank to MacKenzie Partners, Inc. and we will promptly deliver it. Be
sure to note the name of your bank or brokerage firm. If you have further
questions please call:
[MacKenzie Partners, Inc. Logo]
156 Fifth Avenue -- 9th Floor
New York, New York 10010
CALL TOLL-FREE (800) 322-2885
FAX (212) 929-0308
4
<PAGE> 6
PROXY
DYNATECH CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints JOHN F. RENO, ROBERT H. HERTZ, and JOHN
A. MIXON, and each of them, proxies with full power of substitution to vote as
set forth below and in their discretion upon such other matters as may properly
come before the meeting, for and on behalf of the undersigned all the shares of
common stock of DYNATECH CORPORATION held of record by the undersigned at the
close of business on June 13, 1994, at the Annual Meeting of Stockholders to be
held in the Goodwin, Procter & Hoar Conference Center, 2nd Floor, Exchange
Place, Boston, Massachusetts, on Tuesday, July 26, 1994 at 10:00 a.m., and at
any adjournment or postponements thereof, hereby granting full power and
authority to act on behalf of the undersigned at said meeting or any
adjournments or postponements thereof.
When properly executed this Proxy will be voted as specified but if no
specification is made it will be voted FOR Proposal 1, the election of all
nominees listed on the reverse side, FOR Proposal 2, the approval of the 1994
Stock Option and Incentive Plan, and in the discretion of the persons named as
proxies as to such other matters as may properly come before the meeting and
any adjournments or postponements thereof.
PLEASE DATE AND SIGN ON REVERSE SIDE
AND MAIL YOUR PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE
SEE REVERSE SIDE
/X/ Please mark
votes as in
this example.
* The Board of Directors recommends a vote FOR *
* Proposals 1 and 2. *
1. To elect Directors for a term expiring in 1997
(as set forth in the Proxy Statement).
Nominees: Theodore Cohn, Warren A. Law, John F. Reno
FOR WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
/ / / /
____________________________________________________
For, except vote withheld from the above nominee(s).
FOR AGAINST ABSTAIN
2. To approve the 1994 Stock Option / / / / / /
and Incentive Plan (as set forth
in the Proxy Statement).
The undersigned hereby revokes any proxy previously given and
acknowledges receipt of the Notice of Annual Meeting, Proxy
Statement, and 1994 Annual Report of the Company which either
accompanied or preceded this proxy. This proxy may be revoked
at any time before it is exercised.
MARK HERE / / MARK HERE / /
FOR ADDRESS IF YOU PLAN
CHANGE AND TO ATTEND
NOTE AT LEFT THE MEETING
Sign exactly as name appears in stencil. When signing as Executor,
Administrator, Trustee, or Guardian, etc., please add full title.
This proxy votes all shares held in all capacities.
Signature: __________________________________ Date ______________
Signature: __________________________________ Date ______________
Title: ______________________________________
<PAGE> 7
[DYNATECH LETTERHEAD]
June 24, 1994
DEAR STOCKHOLDER:
You should be aware that three individuals associated with a New York City
hedge fund called SC Fundamental Inc. have started a proxy fight in an attempt
to gain control of the three Board seats up for election at Dynatech's upcoming
July 26 Annual Meeting. This group calls themselves the "Dynatech Stockholders
Committee," but don't let their use of your Company's name fool you.
WE URGE YOU NOT TO SIGN ANY BLUE PROXY CARDS THAT SC FUNDAMENTAL MAY SEND
YOU. INSTEAD, PLEASE SIGN, DATE AND MAIL YOUR BOARD'S WHITE PROXY CARD TODAY.
WHY WE BELIEVE SC'S NOMINEES ARE NOT QUALIFIED
TO SERVE ON YOUR COMPANY'S BOARD
You should know that several Dynatech directors spoke with the
nominees -- SC general partners Gary N. Siegler, 32, Peter M. Collery, 35, and
SC employee Curtis MacNguyen, 25, who is now in his third job in four years.
Based on this conversation as well as other publicly available information about
them, we are convinced that they are not suitable director candidates because:
-- High-technology companies like Dynatech benefit from directors with
relevant management, operating or technological experience in
industries in which Dynatech operates. THE SC NOMINEES HAVE NONE OF
THESE CRITICAL ATTRIBUTES IN THEIR PROFESSIONAL BACKGROUNDS.
-- All three have spent virtually their entire careers on Wall Street in
financial analyst or "money running" jobs.
-- SC'S NOMINEES AND THE HEDGE FUNDS THEY RUN HAVE OWNED DYNATECH SHARES
FOR ONLY 8 MONTHS. THIS FACT, COMBINED WITH THEIR HOSTILE ACTIONS
AGAINST YOUR COMPANY, MAKE US SERIOUSLY QUESTION SC'S COMMITMENT TO
DYNATECH'S LONG-TERM FUTURE.
BUDDING CORPORATE RAIDERS?
We are also concerned about Siegler's and Collery's recent activities in
other hostile deals as well as the poor performance of a company on whose Board
both now serve. Please consider the following:
-- Based on an article in the Wall Street trade publication Mergers &
Corporate Policy, Siegler and Collery appear to be developing reputations
as small-time corporate raiders, involved with at least two other
potentially hostile situations in the past year.
-- We understand Siegler once worked for Carl Icahn, one of the most active
and visible corporate raiders of the 1980s.
<PAGE> 8
THE TROUBLES AT MEDICAL RESOURCES INC. --
A COMPANY CONTROLLED BY SIEGLER AND COLLERY
Half the Board seats of a fledgling medical imaging company, Medical
Resources Inc., are controlled by Collery and Siegler, who also serves as
Chairman of the Board. Both have been Board members since September 1992 -- a
time when Medical Resources traded in a range of about $5 1/4 to $5 1/2 per
share.
--But by early 1993 Medical Resources began a steep slide into a range of
$2 to $3 per share -- where it has essentially remained ever since.
-- ON JUNE 23, 1994, MEDICAL RESOURCES CLOSED AT $2 1/8 -- LESS THAN HALF
THE VALUE THAN WHEN SIEGLER AND COLLERY JOINED ITS BOARD.
--In May 1994, both the Chief Executive Officer and Chief Operating
Officer resigned, citing "management and philosophical differences."
--A month later, Medical Resources publicly announced that it was
considering writing off more than $4 million in venture contracts and
certain other expenses in the second quarter of 1994. TO PUT THIS IN
PERSPECTIVE, IN THE SECOND QUARTER OF 1993, MEDICAL RESOURCE'S TOTAL
REVENUES WERE ONLY $6.5 MILLION.
REMEMBER: DO NOT SIGN SC'S BLUE PROXY CARD, EVEN AS A PROTEST AGAINST
THEIR NOMINEES. PLEASE SIGN ONLY THE BOARD'S WHITE PROXY CARD.
Siegler's and Collery's proxy campaign platform may also include a
proposal that Dynatech retain an investment banker, either for the possible sale
of the Company or to implement a restructuring program to break your Company
into several pieces and sell them. They have included such a proposal in their
preliminary proxy materials filed with the Securities and Exchange Commission.
If SC does move forward with its proposal to sell or break up Dynatech, we
currently intend to furnish you with another WHITE proxy card on which you can
express your views with regard to the SC proposal.
However, if you sign either the enclosed WHITE proxy or the WHITE proxy
recently sent to you along with the Dynatech Annual Report, you should know that
these cards give the proxy holders you have appointed to vote on your behalf the
discretionary authority to vote on the SC proposal. IT IS THE COMPANY'S CURRENT
INTENTION TO USE THIS DISCRETIONARY AUTHORITY TO VOTE AGAINST THE SC PROPOSAL,
IF SC ACTUALLY PRESENTS IT TO STOCKHOLDERS FOR THEIR CONSIDERATION.
OUR RESTRUCTURING PROGRAM IS ON TARGET
We feel SC's thinking with regard to its proposal lags behind management's
current plan. After careful consideration of a number of alternative plans to
enhance Dynatech's value, your Board has approved a restructuring program
designed to enhance Dynatech's value by focusing on those businesses which will
yield the highest returns and has retained investment bankers to assist us with
these plans.
WE EXPECT THE INCREASED FOCUS AND EFFICIENCIES RESULTING FROM OUR
RESTRUCTURING TO DELIVER SIGNIFICANT VALUE TO DYNATECH SHAREHOLDERS, BOTH
THROUGH ESTIMATED ANNUALIZED COST SAVINGS OF $12 MILLION, A PORTION OF WHICH
WILL BE REINVESTED, AND THE GENERATION OF ADDITIONAL INCREMENTAL EARNINGS.
<PAGE> 9
Our first step was reorganizing Dynatech into two major segments:
--Information Support Products, which manufactures products to support
voice, video and data communications.
--Diversified Instrumentation, a much smaller group of electronics and
software businesses, which, though unrelated to our core Information
Support segment have strong market positions and are financially
attractive.
The second step was identifying businesses or product lines to sell
because they did not fit our new strategy. We eventually identified 13 of them:
--These include Whistler, a manufacturer of automotive radar products, and
MPSI, a maker of automotive electronic diagnostic equipment.
--TO DATE, WE HAVE COMPLETED THE SALE OF MPSI, SOME OTHER SMALL BUSINESSES
AND ARE IN VARIOUS STAGES OF NEGOTIATIONS IN A NUMBER OF OTHERS. WE
EXPECT TO REPORT THE SUCCESSFUL SALES OF ADDITIONAL BUSINESSES
THROUGHOUT THE NEXT FEW QUARTERS.
--We are already working closely with two investment banking firms, Lehman
Brothers, which was recently retained to assist us with our
restructuring program, and The Bridgeford Group, which is assisting us
with certain specific divestitures.
OUR STOCK REPURCHASE PROGRAM:
ANOTHER MEANS TO ENHANCE VALUE
Dynatech announced a stock repurchase plan on June 17, in which the Board
authorized the expenditure of $30 million to repurchase Dynatech common stock.
This program demonstrates our continuing examination of new ways to supplement
the gains we expect from our restructuring program as well as the Board's
confidence in the Company's future. Our last repurchase program was extremely
successful. From its commencement in December 1988 through its completion in May
1992, Dynatech repurchased 3.2 million shares, which was then 25% of the
outstanding shares.
YOU DECIDE WHO HAS YOUR BEST INTERESTS IN MIND
YOUR BOARD'S PRIMARY GOAL IS TO ENHANCE DYNATECH'S VALUE FOR THE BENEFIT
OF ALL STOCKHOLDERS. DYNATECH'S BOARD AND MANAGEMENT COLLECTIVELY OWN
APPROXIMATELY 9.3% OF THE COMPANY -- SHARING ALONG WITH YOU A SIGNIFICANT
INTEREST IN DYNATECH'S FUTURE SUCCESS.
Our restructuring program is vital to our goal of enhancing value. Your
Board made the difficult decision to sacrifice a profit last year by taking a
$50 million charge for our restructuring program to position your Company for
greater future success -- even though this led to Dynatech's first quarterly or
annual loss in more than 20 years.
HOWEVER, WITH OUR RESTRUCTURING UNDERWAY, WE ARE PREPARED TO RETURN
DYNATECH TO PROFITABILITY AND LOOK FORWARD TO ANNOUNCING A PROFIT FOR THE
QUARTER ENDING THIS WEEK, BEFORE OUR JULY 26 ANNUAL MEETING.
Clearly, this is not the time to begin ceding control of your Company's
Board to three Wall Streeters whose myopic interest in Dynatech, in our opinion,
extends no further than the short-term performance of their hedge funds.
<PAGE> 10
SUPPORT YOUR CURRENT BOARD
VOTE DYNATECH'S WHITE PROXY CARD TODAY!
Even if you have already returned Dynatech's WHITE proxy card, which we
recently sent you together with Dynatech's Annual Report, please take a moment
to sign, date and mail the enclosed WHITE card in the postage-paid envelope. We
again ask you NOT to return SC's BLUE proxy cards, even as a protest against
their nominees, because it will have the effect of cancelling your vote for your
Board's nominees.
We appreciate your support and thank you for your continuing interest in
Dynatech.
On behalf of the Board of Directors,
Sincerely,
[SIG CUT]
JOHN F. RENO
President and Chief Executive Officer
- --------------------------------------------------------------------------------
If you have questions or need assistance in voting your shares please contact:
156 Fifth Avenue, 9th Floor
New York, New York 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
- --------------------------------------------------------------------------------
