<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT /X/ 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).
/X/ $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.
/X/ 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: $125
2) Form, Schedule or Registration Statement No.: Schedule 14A
3) Filing Party: Dynatech Corporation
4) Date Filed: June 17, 1994
- --------------------------------------------------------------------------------
<PAGE> 2
DYNATECH CORPORATION Corporate Headquarters
3 New England Executive Park
Burlington, Massachusetts 01803-5087
Telephone (617) 272-6100
Fax (617) 272-2304
NEWS RELEASE
For Immediate Release
DYNATECH CEO AND NOMINATING COMMITTEE HEAD COMMIT TO
ACCELERATE BOARD REVITALIZATION PROCESS
BURLINGTON, MASSACHUSETTS, July 25, 1994 . . . John F. Reno, president and CEO
of Dynatech Corporation (Nasdaq: DYTC), and Richard K. Lochridge, chairman of
the nominating committee of Dynatech, stated today that a number of major
institutional shareholders have recently asked the Company to accelerate the
process of revitalizing its Board, and Messrs. Reno and Lochridge have
committed to do so.
Messrs. Reno and Lochridge also said: "With successful resolution of tomorrow's
contested Annual Meeting, we have pledged to seek significant changes in the
Board structure in the near term. We are convinced that, without the divisive
element on our Board, we will be able to complete the process of revitalizing
the Board with highly qualified candidates."
At Dynatech's Annual Meeting at 10:00 a.m. on Tuesday, July 26, shareholders
will vote on the election of three directors, a new stock option plan, and a
proposal by SC Fundamental, a dissident Dynatech shareholder.
Mr. Reno added: "We strongly urge all shareholders to support the Board's
efforts to enhance value through out existing restructuring program. We are
asking all shareholders to vote for management's proposals and against SC
Fundamental's proposal."
The Dynatech Board in fiscal 1994 appointed a nominating committee and hired a
nationally recognized search firm to assist it in implementing Board changes.
Mr. O. Gene Gabbard, previously Executive Vice President and Chief Financial
Officer of MCI Communications Corporation, was recently brought onto the Board
as part of that process, and a number of other qualified candidates are under
active consideration as successors for several current directors.
With fiscal 1994 sales of $458 million from continuing operations, Dynatech
Corporation supplies products for the support of voice, video, and data
communications. Headquartered in Burlington, Massachusetts, Dynatech sells its
products worldwide through subsidiaries located throughout North America,
Europe and Asia.
Contact: Robert H. Hertz or Steve Cantor at Dynatech Corporation -
(617) 272-6100
Dan Burch or Stan Kay at MacKenzie Partners - (212) 929-5500
