<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
DYNATECH CORPORATION
(Name of Issuer)
Common Stock, par value $.20 per share
(Title of Class of Securities)
268138104
(CUSIP Number)
Marc Weitzen, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 27, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with the statement. X (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 268138104
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The SC Fundamental Value Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
WC; 00
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7
SOLE VOTING POWER
573,700
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
573,700
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
573,700
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14
TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 268138104
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SC Fundamental Value BVI, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
00
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7
SOLE VOTING POWER
259,300
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
259,300
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
259,300
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14
TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP No. 268138104
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SC Fundamental Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
00
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
573,700
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
573,700
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
573,700
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14
TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP No. 268138104
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gary N. Siegler
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS*
00
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
833,000
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
833,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
833,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
14
TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 268138104
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter M. Collery
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS*
00
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
833,000
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
833,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
833,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
14
TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, par value $.20 per
share ("Shares"), of Dynatech Corporation (the "Issuer"). The address of the
Issuer is 3 New England Executive Park, Burlington, Massachusetts 01803-
5087.
Item 2. Identity and Background
The persons filing this statement (the "Reporting Persons")
are SC Fundamental Inc., a Delaware corporation ("SC"), The SC Fundamental Value
Fund, L.P., a Delaware limited partnership ("Fund"), SC Fundamental Value
BVI, Inc., a Delaware corporation ("BVI Inc."), Gary N. Siegler
("Siegler"), a citizen of the United States and Peter M. Collery
("Collery"), a citizen of the United States. The principal business
address and the address of the principal office of SC, Fund, BVI Inc.,
Siegler and Collery is 712 Fifth Avenue, 19th Floor, New York, New York
10019.
Fund is primarily engaged in the business of investing in
securities. SC's principal business is to act as general partner of Fund. BVI
Inc.'s principal business is to act as managing general partner of the
investment
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manager of SC Fundamental Value BVI, Ltd. ("BVI Ltd."), a company principally
engaged in the business of investing in securities. The name, position,
business address and citizenship of each executive officer and director of SC
and BVI Inc. are set forth on Schedule A attached hereto.
Siegler is a controlling stockholder, the president and a
director of SC and BVI Inc. Collery is a controlling stockholder, vice
president and a director of SC and BVI Inc. Siegler and Collery are in a
position to directly or indirectly determine the investment and voting
decisions made by SC and BVI Inc., and consequently, Fund.
The Reporting Persons may be deemed to be a "group" within the
meaning of Rule 13d-5 promulgated under the Securities and Exchange Act of
1934, as amended (the "Act").
Neither the Reporting Persons nor any executive officer or
director of SC or BVI Inc. has, during the past five years, (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
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result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to,federal or state securities laws or a finding of any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons purchased all Shares of the Issuer which
they may be deemed to beneficially own for the aggregate purchase price of
$16,806,007.47. Such Shares were purchased with working capital of Fund
and BVI Ltd. and with funds extended by brokerage firms in connection with
margin transactions effected for Fund and BVI Ltd.
Item 4. Purpose of Transaction
Reporting Persons have acquired Shares of Issuer
because they believe that such Shares are substantially undervalued.
Therefore, Reporting Persons may continue to acquire Shares of the Issuer
from time to time in the open market or otherwise. In that regard,
Reporting Persons intend to seek a determination from the Issuer's Board of
Directors that Reporting Persons are not "Adverse Persons,"
<PAGE>
as such term is used in Issuer's Shareholder Rights Agreement, dated as of
February 16, 1989, as amended and restated as of March 12, 1990. In addition
to the foregoing, Reporting Persons reserve the right to dispose of Shares of
the Issuer at any time and from time to time in the open market or otherwise.
Reporting Persons believe that Issuer should take steps to
maximize shareholder value. Therefore, Reporting Persons intend to seek to
meet with management's nominees for election as directors to determine whether
or not such nominees share Reporting Persons' objectives with respect to
maximizing shareholder value. In the event that Reporting Persons determine
that such nominees do not share such objectives, Reporting Persons will
determine what course of action to take. This may include, but not be limited
to, seeking to elect their own nominees as directors of the Company at the
next meeting of Issuer's shareholders (which Reporting Persons believe is
scheduled for July 26, 1994 and at which shareholders of record on June 13,
1994, will be entitled to vote) or making or participating with others in an
offer for the Company. Reporting Persons specifically reserve the right to
take any such or other action or not to take any action.
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on June 2, 1994, the Reporting
Persons may be deemed to beneficially own in the aggregate 833,000 Shares,
representing approximately 9.0% of the outstanding Shares of the Issuer (based
upon the number of Shares reported to be outstanding in the Issuer's Form 10Q
for the fiscal quarter ended December 31, 1993). The Reporting Persons have
direct beneficial ownership of the Shares as follows:
Name Number of Shares Approximate Percentage of Outstanding Shares
Fund 573,700 6.2%
BVI. Inc 259,300 2.8%
SC, by virtue of its role as general partner of Fund, may be
deemed to beneficially own the Shares which Fund owns. Siegler and Collery,
by virtue of their status as controlling stockholders of SC and BVI Inc., may
be deemed to beneficially own the Shares which SC may be deemed to
beneficially own and BVI Inc. and Fund directly beneficially own. Siegler
and Collery disclaim beneficial ownership of Shares for all other purposes.
<PAGE>
To the best of the Reporting Persons' knowledge, except as set
forth herein, neither the directors nor the executive officers of any of the
Reporting Persons beneficially own any Shares.
(b) Each of Fund and BVI Inc. has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of Shares which it
directly beneficially owns. Each of SC, Siegler and Collery may be deemed to
share with Fund the power to vote or to direct the vote and to dispose or to
direct the disposition of 573,700 Shares which Fund directly beneficially
owns. Each of Siegler and Collery may be deemed to share with BVI Inc. the
power to vote or to direct the vote and to dispose or to direct the
disposition of 259,300 Shares which BVI Inc. directly beneficially owns.
(c) The following table sets forth all transactions with
respect to the Issuer's Shares effected during the past sixty days by each of
the Reporting Persons listed in Item 5(a) above. Each transaction set forth
below reflects a purchase or sale effected by means of an over-the-counter
trade. Transactions enclosed in parentheses reflect sales of Shares.
<PAGE>
<TABLE>
<CAPTION>
Price Per Fund BVI Inc.
Trade Date Share ($) Shares Shares
<S> <C> <C> <C>
4/13/94 21.1250 (3,500) (1,500)
4/14/94 21.0000 (2,900) (1,100)
4/14/94 21.0000 (17,600) (7,400)
4/14/94 21.3977 (3,900) (1,600)
4/15/94 21.5000 (10,300) (4,300)
4/19/94 20.3750 (4,250) (1,750)
4/20/94 20.2500 (4,500) (1,800)
4/21/94 19.0112 (5,500) (2,300)
5/01/94 16.7500 (5,000) 5,000
5/16/94 17.7500 51,700 23,300
5/18/94 17.8295 22,800 10,200
5/20/94 18.0000 13,800 6,200
5/27/94 16.9375 199,600 90,100
5/31/94 17.7833 20,200 9,100
6/01/94 17.8750 13,000 5,900
6/01/94 17.8750 1,700 800
6/02/94 19.4500 17,200 7,800
6/02/94 20.2500 5,200 2,400
6/02/94 20.2500 13,800 6,200
</TABLE>
(d) To the best of Reporting Persons' knowledge, except as
set forth herein, no other person has the right to receive or the power to
direct the receipt of dividends
<PAGE>
from, or the proceeds from the sale of, any Shares of Issuer which Reporting
Persons may be deemed to beneficially own.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of Issuer
The Reporting Parties are parties to a Joint Filing Agreement,
attached hereto as Exhibit 1, with respect to the filing of this statement and
any amendments thereto.
The Reporting Parties are parties to a margin agreement with their
brokers, Neuberger & Berman, which agreement is attached hereto as Exhibit 2.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 Joint Filing Agreement
Exhibit 2 Margin Agreement between Reporting
Parties and Neuberger & Berman
<PAGE>
Schedule A
Name, Position and Business Address
for each Executive Officer and
Director of SC and BVI Inc.
The following sets forth the name and principal occupation of each
executive officer and director of SC and BVI Inc. The business address of
each director and executive officer is 712 Fifth Avenue, New York, New York
10022. Each such person is a citizen of the United States of America. To
the best of Reporting Persons' knowledge, except as set forth in this
statement, none of the directors or executive officers of Reporting Persons
owns any securities.
SC FUNDAMENTAL INC.
Present Principal
Name and Position Occupation or Employment
Gary N. Siegler President of Siegler,
Director and President Collery & Co., SC Fundamental Inc.
and SC Fundamental Value BVI, Inc.
Peter M. Collery Vice President of
Director and Vice President Siegler, Collery & Co., SC Fundamental
Inc. and SC Fundamental Value BVI, Inc.
SC FUNDAMENTAL VALUE BVI, INC.
Present Principal
Name and Position Occupation or Empoloyment
Gary N. Siegler President of Siegler, Collery &
Director and President Co., SC Fundamental Inc. and SC
Fundamental Value BVI Inc.
<PAGE>
SC FUNDAMENTAL VALUE BVI. INC. (cont'd)
Present Principal
Name and Position Occupation or Employment
Peter M. Collery Vice President of Siegler, Collery &
Director and Vice President Co., SC Fundamental Inc. and SC
SC Fundamental Value BVI, Inc.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth in this statement on Schedule 13D concerning the common stock, par
value $.20 per share, of Dynatech Corporation, a Delaware corporation, is
true, complete and correct.
Date: June 2, 1994
SC FUNDAMENTAL INC.
SC FUNDAMENTAL VALUE BVI, INC.
Both By:/s/ Peter M. Collery
Peter M. Collery
Vice President
THE SC FUNDAMENTAL VALUE FUND, L.P.
By: /s/ Peter M. Collery
Peter M. Collery
Vice President
/s/ Peter M. Collery
Peter M. Collery
/s/ Gary N. Siegler
Gary N. Siegler
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended, the persons
named below agree to the joint filing on behalf of each of
them of a statement on Schedule 13D (including amendments
thereto) with respect to the common stock, par value $.20
per share, of Dynatech Corporation and further agree that
this Joint Filing Agreement be included as an Exhibit to
such joint filings. In evidence thereof, the undersigned,
being duly authorized, have executed this Joint Filing
Agreement this 2nd day of June, 1994.
SC FUNDAMENTAL INC.
SC FUNDAMENTAL VALUE BVI, INC.
Both By:/s/ Peter M. Collery
Peter M. Collery
Vice President
THE SC FUNDAMENTAL VALUE FUND, L.P.
By: SC FUNDAMENTAL INC.
By: /s/ Peter M. Collery
Peter M. Collery
Vice President
/s/ Peter M. Collery
Peter M. Collery
/s/ Gary N. Siegler
Gary N. Siegler
<PAGE>
EXHIBIT 2
CUSTOMER'S AGREEMENT
To: NEUBERGER & BERMAN
In consideration of your agreeing to act as brokers for the
undersigned, the undersigned agree as follows:
1. All transactions shall be subject to the constitution,
rules, regulations, customers and usages of the exchange or
market, and its clearing house, if any, where executed, and
to the provisions of all applicable statutes and regulations
now or hereafter in force.
2. No waiver, alteration, modification or amendment of
this agreement shall be valid unless signed by one of your
partners.
3. All monies, securities or other property in my account
or accounts shall be subject to your lien and the securities
may be pledged by you to the extent permitted by the rules
of the New York Stock Exchange.
4. This agreement shall enure to the benefit of any
successor firm.
5. The undersigned represents that he is a citizen of the
United States, of full age; not an employee or connected in
any way with a member of any exchange or any firm dealing in
securities and that no one except the undersigned has an
interest in the account or accounts of the undersigned with
you. Should there be any change in the foregoing, I agree
to promptly inform you in writing.
6. All securities and commodities or any other property,
now or hereafter held by you, or carried by you for the
undersigned (either individually or jointly with others), or
deposited to secure the same, may from time to time and
without notice to me, be carried in your general loans and
may be pledged, repledged, hypothecated or rehypothecated,
separately or in common with other securities and
commodities or any other property, for the sum due to you
thereon or for a greater sum and without retaining in your
possession and control for delivery a like amount of similar
securities or commodities.
<PAGE>
7. The undersigned will at all times maintain margins for
said accounts, as required by you from time to time.
8. ARBITRATION DISCLOSURES
- - ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
- - THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK
REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY
TRIAL.
- - PRE-ARBITRATION DISCOVERY IS GENERALLY MORE
LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS.
- - THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE
FACTUAL FINDINGS OR LEGAL REASONING AND ANY
PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF
RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.
- - THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A
MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED
WITH THE SECURITIES INDUSTRY.
9. ARBITRATION
ANY CONTROVERSY OR CLAIMS BETWEEN THE PARTIES ARISING OUT OF
OR RELATED TO THIS OR ANY OTHER AGREEMENT, CLIENT'S ACCOUNT
WITH N&B, OR N&B'S OR CLIENT'S ACTS OR OMISSIONS WHETHER
ARISING BEFORE OR AFTER THE DATE OF THIS AGREEMENT, SHALL BE
SUBMITTED TO BINDING ARBITRATION BEFORE THE NEW YORK STOCK
EXCHANGE ACCORDING TO ITS THEN CURRENT RULES (OR TO SUCH
OTHER ARBITRATION PANEL OR BOARD AS MAY BE REQUIRED BY LAW)
AND JUDGMENT UPON THE AWARD RENDERED AS A RESULT OF SUCH
ARBITRATION SHALL BE FINAL AND MAY BE ENTERED IN ANY COURT
HAVING JURISDICTION.
10. This agreement and its enforcement shall be governed by
the laws of the State of New York.
BY SIGNING THIS AGREEMENT THE UNDERSIGNED ACKNOWLEDGES THAT
SECURITIES WHICH YOU MAY BE CARRYING ON MARGIN FOR THE
ACCOUNT OR ACCOUNTS OF THE UNDERSIGNED MAY BE LOANED BY YOU
TO YOURSELVES, AS BROKER OR PRINCIPAL, OR OTHERS.
By signing this agreement the customer also acknowledges
that:
<PAGE>
1) The customer has read and received a copy of this
agreement; and
2) This agreement contains a pre-dispute arbitration
clause at Paragraph 9.
Date: 2/25/92 /s/ Peter M. Collery
037-25589
Account Number
