<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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 10, 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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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
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
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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
276,200
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
276,200
10
SHARED DISPOSITIVE POWER
0
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
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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
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
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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
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)
9.6%
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
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)
9.6%
14
TYPE OF REPORTING PERSON*
IN
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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 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated in its entirety as
follows:
The Reporting Persons purchased all Shares of the Issuer which
they may be deemed to beneficially own for the aggregate purchase price of
$17,893,093.47. 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.
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Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
On June 10, 1994, Gary N. Siegler and Peter M. Collery (the
"Representatives") on behalf of the Reporting Persons had a telephone
conversation with John F. Reno, Theodore Cohn and Warren A. Law, who are to be
management's nominees for election as directors at the next meeting of Issuer's
stockholders (the "Nominees"). The Representatives made inquiry of Nominees
regarding a variety of subjects designed to elicit Nominees' views regarding
maximization of stockholder value.
Based upon that conversation, which Reporting Persons considered
unsatisfactory, Reporting Persons are considering their alternatives, which may,
in light of their dissatisfaction with the Nominees, include proposing
and soliciting proxies in support of a slate of directors (committed, among
other things, to enhancing stockholder value) to oppose the Nominees.
In considerating their alternatives, Reporting Persons have had and
may continue to have discussions with third persons. No arrangements,
agreements or under-
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standings with respect to Issuer or the Shares exist between Reporting
Persons and such third persons.
Reporting Persons have requested a list of stockholders of the
Issuer (by letter attached hereto as Exhibit 3) pursuant to Massachusetts Law
in order to communicate with other stockholders of the Issuer.
Item 5. Interest in Securities of the Issuer
Item 5(a) is hereby amended to add the following:
(a) As of the close of business on June 3, 1994, the Reporting
Persons may be deemed to beneficially own in the aggregate 887,300 Shares,
representing approximately 9.6% 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 611,100 6.6%
BVI. Inc 276,200 3.0%
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Item 5(b) is hereby amended and restated in its entirety as
follows:
(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 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 Shares which BVI Inc. directly beneficially owns.
Item 5(c) is hereby amended to add the following:
(c) The following table sets forth all transactions with
respect to the Issuer's Shares effected by each of the Reporting Persons
listed in Item 5(a) since the most recent filing on Schedule 13D. The
transaction set forth below reflects a purchase effected by means of an over-
the-counter trade.
<TABLE>
<CAPTION>
Price Per Fund BVI Inc.
Trade Date Share ($) Shares Shares
<S> <C> <C> <C>
6/03/94 20.0200 37,400 16,900
</TABLE>
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Item 7. Material to Be Filed as Exhibits
Item 7 is hereby amended to add the following:
Exhibit 3 Request by The SC Fundamental Value Fund,
L.P. to inspect a List of Stockholders
of Dynatech Corporation
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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 13, 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
SC Fundamental Value Fund, L.P.
712 Fifth Avenue - 19th Floor
New York, New York 10019
June 10, 1994
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"), 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 a date prior to June 17, 1994 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
