<DEF A14A>
SCHEDULE 14A INFORMATION
Proxy statement pursuant to Section 14(a) of the Securities and
Exchange act of 1934
Filed by the Registrant X Filed by a Party other than the
Registrant __
_________________________________________________________________
Check the appropriate box:
__ Preliminary Proxy Statement
__ Definitive Proxy Statement
X_ Definitive Additional Materials
__ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Dynatech Corporation (Name of Registrant as Specified In Its
Charter)
Dynatech Corporation (Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
___$125 per Exchange Act Rules -011(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
$500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(4) and 0-11.
1)Title of each class of securities to which transaction applies:
2)Aggregate number of securities to which transaction applies:
3)Per unit price of other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
4)Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and
state how it was determined.
__Check box if any part of the fee is offset as provided by the
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number of the Form or Schedule
and the date of its filing.
1)Amount Previously Paid:
2)Form, Schedule or Registration Statement No.:
3)Filing Party:
4)Date Filed:
Dynatech Corporation
3 New England Executive Park
Burlington, Massachusetts 01803
(617) 272-6100
June 28, 1994
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Re: Dynatech Corporation
1994 Definitive Additional Soliciting Materials
SEC File No. 0-7438
Ladies and Gentlemen:
The undersigned hereby encloses for filing electronically with
the Securities and Exchange Commission definitive additional
soliciting materials to be distributed by Dynatech Corporation
(the "Corporation") to its employees in connection with the
Annual Meeting of Stockholders of the Corporation scheduled for
July 26, 1994. Pursuant to Rule 14a-6(d) under the Securities
and Exchange Act of 1934, the Corporation represents that
definitive proxy materials were released for distribution to
stockholders on or about June 28, 1994.
Very truly yours,
John C. Maag
Corporate Controller
cc: Robert H. Hertz
Dynatech Corporation
Edward T. O'Dell, P.C.
Goodwin, Procter & Hoar
June 28, 1994
Fellow Employees:
I am writing today to inform you of an important issue now
facing our Company that you will likely hear or read more about
in the days and weeks ahead.
In a move that we view as not being in the best interest of
Dynatech Corporation, a dissident shareholder group led by a New
York City hedge fund called SC Fundamental, Inc. has initiated a
proxy fight to try to gain control of three seats on the
Company's Board which are up for election at the July 26 Annual
Meeting.
According to their preliminary proxy material, the group intends
to put forth a nonbinding proposal seeking shareholder approval
to sell the Company or to break it up into several pieces and
sell or spin off each piece.
Dynatech's Management and Board are convinced that these
proposals are not in the best interests of our employees and our
shareholders.
As you are aware, Dynatech's Board and Management have already
approved and are effectively implementing a restructuring
program. We have reorganized the Company into two main
segments- Information Support Products and Diversified
Instrumentation. We believe we are on target to meet our goals
for the year and expect the program to deliver significant
results. We expect to announce a profit in our first quarter of
fiscal '95, ending June 30, 1994.
The benefits of this restructuring are twofold: First, it
enables Dynatech to focus its resources on fewer opportunities
that promise greater growth. Second, it allows us to compete
more effectively in those markets by realigning our cost and
organizational structures.
I will continue to communicate with you during this period to
keep you apprised of the situation. Meanwhile, as usual, it is
essential that you all keep confidential the Company's
proprietary information. This would include, for example,
product development plans, trade secrets, and potential
partnerships or acquisitions. There may be a variety of outsiders
looking to pry information from you in various subtle ways.
If anyone contacts you requesting information, please refer the call to
Bob Hertz, Steve Cantor, or me at the Corporate office. Your
Company's president can answer most of your questions, but we
are also available to speak with you.
Also, many of you, as shareholders, should be receiving
communications from Dynatech through your brokers. If you have
not received any information to date (annual report, an original
proxy statement and proxy card, and a second proxy statement and
card), please contact Steve Cantor at our Corporate office (617)
272-6100. If you are not a shareholder but wish to see the
information, you may call Steve and request that a complete
package be sent to you.
As we go through this process, I continue to realize that
Dynatech's greatest strength comes from its people. It is
incumbent on all of us to work towards the common goal of
enhancing long-term shareholder value and Dynatech's future. I
thank each of you for your continued support of your Company.
Sincerely,
John F. Reno
President and Chief Executive Officer
