UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
July 7, 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. (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 file
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).
<PAGE>
13D - Amendment No. 4
The Reporting Persons, consisting of The SC Fundamental Value Fund, L.P.
("Fund"), SC Fundamental Inc. ("SC"), SC Fundamental Value BVI, Ltd. ("BVI
Ltd."), SC-BVI Partners ("Partners"), SC Fundamental Value BVI, Inc. ("BVI
Inc."), Gary N. Siegler ("Siegler") and Peter M. Collery ("Collery") amend
their statement on Schedule 13D relating to the common stock, par value $.20
per share, of Dynatech Corporation as set forth herein. Unless otherwise
indicated, capitalized terms contained herein shall have the meaning
ascribed to them in Reporting Persons' prior statements on Schedule 13D.
Item 4. Purpose of Transaction
Reporting Persons began, as the Dynatech Stockholders Committee, soliciting
proxies by mailing proxy material (Exhibit 6 hereto) to the Stockholders of the
Issuer on July 7, 1994 for the annual meeting of Stockholders to be held July
26, 1994.
Item 6. Material to Be Filed as Exhibits
Exhibit 6 Definitive Proxy Statement of the Dynatech
Stockholders Committee
<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: July 8, 1994
THE SC FUNDAMENTAL VALUE FUND, L.P.
By: SC Fundamental Inc.
Its: General Partner
By: /s/ Peter M. Collery
Peter M. Collery
Its: Vice President
SC FUNDAMENTAL VALUE BVI, LTD.
By: /s/ Anthony Stocks
Anthony Stocks
Its: Director
SC-BVI PARTNERS
By: SC Fundamental Value BVI, Inc.
Its: General Partner
By: /s/ Peter M. Collery
Peter M. Collery
Its: Vice President
SC FUNDAMENTAL INC.
SC FUNDAMENTAL VALUE BVI, INC.
Both by: /s/ Peter M. Collery
Peter M. Collery
Its: Vice President
/s/ Peter M. Collery
Peter M. Collery
/s/ Gary N. Siegler
Gary N. Siegler
