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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 6)
DYNATECH CORPORATION
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(Name of Issuer)
Common Stock, par value
$.20 per share 268138104
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(Title of class of securities) (CUSIP number)
David E. Zeltner, Esq.
Weil, Gotshal & Manges
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
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(Name, address and telephone number of person authorized to receive
notices and communications)
September 29, 1994
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(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: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
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CUSIP No. 268138104 13D
1 NAME OF REPORTING PERSON: The SC Fundamental Value Fund,
L.P.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 611,100
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 611,100
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 611,100
OWNED BY REPORTING PERSON:
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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CUSIP No. 268138104 13D
1 NAME OF REPORTING PERSON: SC Fundamental Value BVI, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF British Virgin Islands
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 276,200
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 276,200
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 276,200
OWNED BY REPORTING PERSON:
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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CUSIP No. 268138104 13D
1 NAME OF REPORTING PERSON: SC-BVI Partners
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 276,200
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 276,200
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 276,200
OWNED BY REPORTING PERSON:
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
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CUSIP No. 268138104 13D
1 NAME OF REPORTING PERSON: SC Fundamental Value BVI, Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 276,200
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 276,200
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 276,200
OWNED BY REPORTING PERSON:
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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CUSIP No. 268138104 13D
1 NAME OF REPORTING PERSON: SC Fundamental Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF 0
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 611,100
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 611,100
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 611,100
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY REPORTING PERSON:
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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CUSIP No. 268138104 13D
1 NAME OF REPORTING PERSON: Gary N. Siegler
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS: not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF United States
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 887,300
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 887,300
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 887,300
OWNED BY REPORTING PERSON:
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
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CUSIP No. 268138104 13D
1 NAME OF REPORTING PERSON: Peter M. Collery
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS: not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF United States
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 887,300
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 887,300
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 887,300
OWNED BY REPORTING PERSON:
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
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13D - Amendment No. 6
The Reporting Persons, consisting of the SC Fundamental
Value Fund, L.P., SC Fundamental Inc., SC Fundamental Value BVI, Ltd.,
SC-BVI Partners, SC Fundamental Value BVI, Inc., Gary N. Siegler and
Peter M. 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
On September 29, 1994, Reporting Persons sent a letter to
the Board of Directors of Dynatech Corporation. A copy of the Letter
is attached hereto as Exhibit 7.
Item 7. Material to be Filed as Exhibits
Exhibit 7 - Letter from the Reporting Persons to the Board of
Directors of Dynatech Corporation, dated September 29,
1994.
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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: September 29, 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
NYFS10...:\80\99980\0025\1196\SCH92894.Y20
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Exhibit Index
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EXHIBIT 7 Correspondence with Dynatech Corporation
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Exhibit 7
September 29, 1994
The Board of Directors
Dynatech Corporation
8 New England Executive Park
Burlington, Massachusetts 01803-5087
RE: Dynatech Corporation
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Ladies and Gentlemen:
We, together with our affiliates (as listed in our Schedule
13D filings with the Securities and Exchange Commission) constitute
Dynatech Corporation's largest stockholder, beneficially owning
approximately 9.6% of the Company's shares of common stock.
We believe that the market price of the Company's stock has
not reflected, and does not reflect, its potential value and wish to
be able to purchase additional shares without any risk of triggering
the Company's "poison pill". Accordingly, we request that the
Company's Board of Directors make a determination that we do not
constitute an "Adverse Person," as defined in the Shareholder Rights
Agreement, dated as of February 16, 1989, amended and restated as of
March 12, 1990, between the Company and The First National Bank of
Boston, as Rights Agent.
Our current stockholdings and our request to be allowed to
increase our holdings reflects our confidence and belief that
significant value could be realized for the benefit of stockholders --
hardly a position "adverse" to the Company or its stockholders.
Consequently, we believe it is incumbent upon you to make the
requested determination.
Very truly yours,
Gary N. Siegler Peter M. Collery
NYFS10...:\80\99980\0025\1196\LTR92994.P20
