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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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 15, 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).
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13D - Amendment No. 1
The Reporting Persons, consisting of The SC Fundamental Value Fund, L.P.
("Fund"), SC Fundamental Value BVI, Inc. ("BVI Inc."), SC Fundamental Inc.
("SC"), Gary N. Siegler ("Siegler") and Peter M. Collery ("Collery"), hereby
amend their statement on Schedule 13D relating to the common stock, par value
$0.20 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 statement on Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
Reporting Persons have, after due consideration of their
alternatives, now determined that they intend to nominate and solicit proxies
in support of a slate of directors for election at the annual stockholders
meeting of Issuer scheduled for July 26, 1994, in opposition to management's
nominees. Reporting Persons are not now considering taking any other action
with respect to Issuer.
In considering the various alternatives, as previously disclosed in
their Schedule 13D, Reporting Persons, among other things, discussed with
Whittaker Corporation ("Whittaker") matters relating to their respective views
regarding the values and prospects of Issuer and various of the businesses which
comprise Issuer. Whittaker is a public corporation in which Reporting Persons
may be deemed to have an equity interest of approximately 9.2%. There are no
agreements, arrangements or understandings among Reporting Persons and
Whittaker with respect to Issuer.
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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 15, 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
