UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
June 21, 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>
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; OO
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
611,100
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
611,100
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
611,100
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14
TYPE OF REPORTING PERSON*
PN
<PAGE>
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, LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)x
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
WC; OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
276,200
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
276,200
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
276,200
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14
TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 268138104
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SC-BVI Partners
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)x
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
OO
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
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
276,200
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
276,200
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
276,200
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14
TYPE OF REPORTING PERSON*
PN
<PAGE>
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
0
8
SHARED VOTING POWER
276,200
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
276,200
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
276,200
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14
TYPE OF REPORTING PERSON*
CO
<PAGE>
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
611,100
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
611,100
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
611,100
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14
TYPE OF REPORTING PERSON*
CO
<PAGE>
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
887,300
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
887,300
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
887,300
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
14
TYPE OF REPORTING PERSON*
IN
<PAGE>
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
887,300
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
887,300
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
887,300
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
14
TYPE OF REPORTING PERSON*
IN
<PAGE>
13D - Amendment No. 3
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 2. Identity and Background
Item 2 is hereby amended to add the following:
Additional Reporting Persons are SC Fundamental Value BVI,
Ltd., a British Virgin Islands corporation ("BVI Ltd.") and SC-BVI Partners, a
Delaware partnership ("Partners"). The principal business address and the
address of the principal office of BVI Ltd. is Kaya Flambayon 9, P.O. Box 812,
Curacao, Netherlands Antilles. The principal business address and the address
of the principal office of Partners is 712 Fifth Avenue, 19th Floor,
New York, New York 10019.
BVI Ltd. is primarily engaged in investing in securities.
Partners is primarily engaged in acting as the investment manager of BVI Ltd.
The name, citizenship, position and business address of each director of BVI
Ltd. and each partner of Partners is set forth below. No executive officers
have been appointed for BVI Ltd. at the present time.
SC FUNDAMENTAL VALUE BVI, LTD.
NAME, CITIZENSHIP PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
AND POSITION
Bernard Loze - France Chief Executive Officer of Dubin Swieca &
Director Loze.
Anthony Stocks - England Manager of mutual fund services at Citco
Director Group Limited.
David Mills - England Senior partner in law firm of MacKenzie
Director Mills.
Gary N. Siegler - United States President of Siegler, Collery & Co., SC
Director Fundamental Inc., SC Fundamental Value BVI
Inc. and Arena Capital Corp.
SC-BVI PARTNERS
SC Fundamental Value BVI, Inc. Primarily engaged in acting as managing
Delaware corporation general partner of Partners.
Partner
PMC-BVI, Inc. Primarily engaged in acting as a general
Delaware corporation partner of Partners.
Partner
GNS-BVI, Inc. Primarily engages in acting as a general
Delaware corporation partner of Partners.
Partner
Siegler, being the controlling stockholder of BVI Inc. and GNS-BVI,
Inc. and Collery, being the controlling stockholder of BVI Inc. and PMC-BVI,
Inc. are in a position to directly or indirectly determine the investment
and voting decisions made by Partners and consequently BVI Ltd.
Neither the Reporting Persons nor any directors
of BVI Ltd. or any partner of Partners has, in 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 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 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
On June 21, 1994 the Reporting Persons filed a Preliminary Proxy
Statement on Schedule 14A with the Securities and Exchange Commission (the
"Reporting Persons' Schedule 14A"). Reporting Persons are seeking stockholder
votes in support of their slate of three nominees for election of directors of
the Issuer and for their proposal that stockholders recommend that the Board of
Directors retain a nationally recognized investment banking firm to value the
Company and its businesses and conduct a sale of the Company, in a fair
process, at the highest price obtainable or a substantial restructuring with
a view towards maximizing stockholder value.
None of the members of the Committee intend to sell their Shares
back to the Company unless a similar opportunity is available to all
stockholders.
Item 5. Interest in Securities of the Issuer
Item 5(a) is hereby amended and restated in its entirety as
follows:
(a) As of the close of business on June 13, 1994, the Reporting
Persons may be deemed to beneficially own in the aggregate 887,300 Shares,
representing approximately 9.5% of the outstanding Shares of the Issuer (based
upon the number of Shares reported to be outstanding in the Issuer's Form 10K
for the fiscal year ended March 31, 1993). The Reporting Persons have
direct beneficial ownership of the Shares as follows:
Name Number of Shares Approximate Percentage of Outstanding Shares
Fund 611,100 6.6%
BVI Ltd. 276,200 3.0%
SC, being the general partner of Fund, may be deemed to
beneficially own the Shares which Fund owns. Partners, being the investment
manager of BVI Ltd., and BVI Inc., being the managing general partner of
Partners, may be deemed to indirectly beneficially own the Shares that BVI
Ltd. directly beneficially 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 and BVI Inc. may be deemed to beneficially
own. Nothing contained in this statement shall be constituted as an admission
of beneficial ownership by any such persons.
To the best of the Reporting Persons' knowledge, except as set
forth herein, neither the directors, the executive officers nor the partners
of any of the Reporting Persons beneficially owns any Shares.
Item 5(b) is hereby amended and restated in its entirety as
follows:
(b) Fund 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 Shares which Fund directly beneficially owns. Each of BVI Ltd.,
Partners, BVI Inc., Siegler and Collery may be deemed to share with BVI Ltd.
the power to vote or to direct the vote and to dispose or to direct the
disposition of Shares which BVI Ltd. directly beneficially owns.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Item 6 is hereby amended to add the following:
Reporting Persons have entered into an arrangement with Georgeson
& Company Inc. ("Georgeson"), not yet reduced to writing, pursuant to which
Georgeson has agreed to assist Reporting Persons with its solicitation of
proxies, strategy, press and investor relations in connection with any
meetings of stockholders through and including the Issuer's 1994 Annual
Meeting. The arrangement with Georgeson provides for the payment of fees to
Georgeson in an amount not to exceed $60,000.
Item 6. Material to Be Filed as Exhibits
Exhibit 4 Amended Joint Filing Agreement
Exhibit 5 Correspondence with Dynatech Corporation
<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 22, 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
EXHIBIT 4
AMENDED 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 Amended Joint Filing Agreement be included as an
Exhibit to such joint filings. In evidence thereof, the
undersigned, being duly authorized, have executed this
Amended Joint Filing Agreement this 22nd day of June, 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
Vice President
/s/ Peter M. Collery
Peter M. Collery
/s/ Gary N. Siegler
Gary N. Siegler
0888
June 21, 1994
Stephen D. Foss, P.C.
Goodwin, Proctor & Hoar
Exchange Place
Boston, MA 02109
Re: Dynatech Corporation
Dear Mr. Foss:
Please find enclosed the executed hard copies of
the request for stockholder list, the affidavit and the
representation letter which I provided by fax earlier this
afternoon. Please call me so that we can arrange to inspect
the list. Please also consider whether you would supply
copies to us without our having to make a physical
inspection and then copy the portions which we need.
Thank you again for your prompt attention to this
matter.
Very truly yours,
/s/ Marc Weitzen
Marc Weitzen
<PAGE>
SC Fundamental Value Fund, L.P.
712 Fifth Avenue - 19th Floor
New York, New York 10019
June 21, 1994
VIA TELECOPY, FEDERAL EXPRESS AND
CERTIFIED MAIL/RETURN RECEIPT REQUESTED
Corporate Secretary
Dynatech Corporation
3 New England Executive Park
Burlington, Massachusetts 01803-5087
Re: Inspection of Stockholder List
Ladies and Gentleman:
Pursuant to General Laws, c. 156B, Section 32, the
undersigned, SC Fundamental Value Fund, L.P., a record
holder of common stock of Dynatech Corporation (the
"Company"), as of the close of business on June 20, 1994,
hereby requests the right to inspect a current list of
record holders of the Company's common stock ("Common
Stock"), including the record address and the amount of
stock held by each stockholder.
The undersigned seeks to communicate with other
stockholders of the Company for purposes relative to the
affairs of the Company and not for the purpose of selling
the list of stockholders or information or copies thereof or
of using the same for a purpose other than in the interest
of the undersigned as a stockholder relative to the affairs
of the Company and not for the purpose of obtaining the
names of stockholders who might wish to sell their stock to
the undersigned.
The undersigned would prefer the Company to
immediately send the documents requested above to The SC
Fundamental Value Fund, L.P. at 712 Fifth Avenue, 19th
Floor, New York, New York 10019, Att: Neil Koffler.
Alternatively, please inform Neil Koffler at (212) 957-3500
of the earliest date when a representative of the
undersigned can inspect and copy such documents.
The undersigned also requests that the Company
provide the following records and documents as soon as
reasonably available:
1. All information in or which comes into the
Company's possession or control, or which can
reasonably be obtained from brokers, dealers,
banks, clearing agencies or voting trustees
or their nominees, concerning the name,
address and number of shares of Common Stock
held by each participating broker, dealer,
bank or other person or entity in the
individual nominees names of Cede & Co. and
any other similar nominees.
2. A list of non-objecting beneficial owners of
Common Stock, which is in the Company's
possession or control, or that may come in to
the Company's possession or control, or that
can reasonably be obtained from brokers,
dealers, banks, clearing agencies or voting
trustees, pursuant to Rules 14b-1 and 14b-2
promulgated under the Securities Exchange Act
of 1934, as amended.
3. Following the record date for the annual
meeting of stockholders of the Company, any
and all omnibus proxies and correspondent
participant listings with respect to all
nominees and respondent banks.
Please inform Neil Koffler at the above referenced
phone number where and how the documents listed in numbered
paragraphs 1 to 3 will be made available.
Very truly yours,
The SC Fundamental Value Fund, L.P.
By: SC Fundamental Inc.
General Partner
By: /s/ Gary N. Siegler
Gary N. Siegler
President
<PAGE>
AFFIDAVIT
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK)
The undersigned, being an Executive Officer of SC
Fundamental Value Inc., the General Partner of SC
Fundamental Value Fund, L.P., does hereby declare under
penalties of perjury, that he has been advised by Neuberger
& Berman which was advised by the Bank of Boston, which acts
as transfer agent for shares of Common Stock of Dynatech
Corporation, that SC Fundamental Value Fund, L.P. ("Fund")
was a stockholder of record of Dynatech Corporation as of
the close of business on June 20, 1994. The Fund has been
advised that the shares it owns are represented by
Certificate Number 39983, which advice may be verified by
referring the Bank of Boston to the Fund's E.I.N. 13-
3563962.
By: /s/ Peter Collery
Peter Collery
Sworn to before me this
21st day of June, 1994.
/s/ John T. Bird
Notary Public
<PAGE>
SC Fundamental Value Fund, L.P.
712 Fifth Avenue, 19th Floor
New York, New York 10019
June 21, 1994
Corporate Secretary
Dynatech Corporation
3 New England Executive Park
Burlington, MA 01803-5087
Re: Inspection of Stockholder List
Gentlemen:
This letter certifies the agreement of SC Funda-
mental Value Fund, L.P. (the "Fund") and all affiliates,
agents and entities or individuals working on its behalf or
in concert with it, to the following conditions. We under-
stand and agree that any information and materials made
available to the Fund in response to the Fund's request for
inspection of stockholder list of Dynatech Corporation dated
June 13, 1994 will be made available on the following condi-
tions:
4. the information and materials produced to the
Fund will be used solely by the Fund and the
Fund's agents (e.g., solicitation firm, fi-
nancial printer, their agents and employees)
solely in the interest of the Fund as a
shareholder, relative to the affairs of
Dynatech Corporation and such information or
materials may not, under any circumstances,
be sold, transferred, disclosed or dissemi-
nated to any person or entity other than the
Fund or its agents aforementioned, without
the prior written consent of Dynatech Corpo-
ration;
5. the information produced will not be used for
the purpose of obtaining the names of stock-
holders who might wish to sell their stock to
the Fund or anyone acting in concert with the
Fund or for the purpose of contacting share-
holders to see if they are willing to sell
their stock to the Fund or anyone acting in
concert with the Fund; and
6. the Fund will pay, in advance of the inspec-
tion of materials, the reasonable cost of
producing the materials and will pay any
copying costs associated with any request to
copy materials, in advance of the receipt of
any such copies.
The Fund hereby agrees to these conditions on
behalf of itself and all of its affiliates, agents, and
related individuals or entities.
SC Fundamental Value Fund, L.P.
By: SC Fundamental Inc.
Its: General Partner
By: /s/ Peter M. Collery Date: 6/21/94
Name: Peter M. Collery
Position: Vice President
cc: Stephen D. Poss, P.C.
Goodwin, Procter & Hoar
Exchange Place
Boston, MA 02109
(617) 570-1000
