Preliminary Copy
SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to section 241.14a-11(c)
or section 240.14a-12
DYNATECH CORPORATION
(Name of Registrant as Specified In Its Charter)
SC FUNDAMENTAL INC., THE SC FUNDAMENTAL VALUE FUND, L.P.,
SC FUNDAMENTAL VALUE BVI, INC., SC-BVI PARTNERS,
SC FUNDAMENTAL VALUE BVI, LTD.,
GARY N. SIEGLER AND PETER M. COLLERY
(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), or14a-6(i)(2).
[ ] $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
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______________________________________________________________
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:<F1>
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4) Proposed maximum aggregate value of transaction:
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[FN]
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state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
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offsetting fee was paid previously. Identify the previous filing
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<PAGE>
DYNATECH STOCKHOLDERS COMMITTEE
19th Floor
712 Fifth Avenue
New York, NY 10019
June 23, 1994
Dear Fellow Stockholder:
You may have already received proxy materials from the board
of directors of Dynatech Corporation for the annual meeting
of stockholders to be held on July 26, 1994. In our view,
the incumbent slate does not deserve your support. We will
be proposing an alternate slate of directors for your
approval. We urge you not to return any WHITE proxy cards
that you receive from Dynatech.
Collectively we have the largest holding in Dynatech common
stock. We will soon be mailing to you our proxy materials
which will contain information about our slate and our
reasons for opposing the board's nominees. Our materials
will also contain a non-binding resolution which we intend
to propose at the annual meeting seeking the sale of the
Company.
Again we strongly urge you not to return any of the board's
WHITE proxy cards until you have received and considered our
materials.
The following information identifies our participants and
their direct and indirect ownership of Dynatech common
stock: SC Fundamental Inc. (611,100, indirect), The SC
Fundamental Value Fund, L.P. (611,100, direct), SC
Fundamental Value BVI, Inc. (276,200, indirect), SC
Fundamental Value BVI, Ltd. (276,200, direct), Gary N.
Siegler (887,300, indirect), Peter Collery, (887,300,
indirect), Curtis Macnguyen (0), Neil Koffler (0), David
Einhorn (0) and Jeffrey Keswin (0). The persons who are
listed above as indirect owners own such shares by virtue of
their direct or indirect interests in The SC Fundamental
Value Fund, L.P. and/or SC Fundamental BVI, Ltd. The
foregoing shall not be deemed to be an admission of
beneficial ownership by any indirect owners.
Thank you for your consideration.
Sincerely,
DYNATECH STOCKHOLDERS COMMITTEE
