DYNATECH CORP
SC 13G/A, 1997-02-14
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
Previous: COBRA ELECTRONICS CORP, SC 13G/A, 1997-02-14
Next: EAGLE EXPLORATION CO, 10QSB, 1997-02-14



<PAGE>   1
                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                                SCHEDULE 13G


                  UNDER THE SECURITIES EXCHANGE ACT OF 1934

                          (AMENDMENT NO. 1       )*

                             DYNATECH CORPORATION
- -------------------------------------------------------------------------------
                              (Name of Issuer)
                                 Common Stock
- -------------------------------------------------------------------------------
                       (Title of Class of Securities)

                                  268138104
                            --------------------
                               (CUSIP Number)


Check the following box if a fee is being paid with the statement / /.  (A fee
is not required only if the filing 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).

*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 the
disclosures provided in a prior cover page.

The information required in 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).




<PAGE>   2

CUSIP NO. 268138104                 13G             PAGE   2   OF   4   PAGES
          -----------                                    -----    -----

- -------------------------------------------------------------------------------
1  NAME OF REPORTING PERSON
   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


                First Chicago NBD Corporation 38-1984850*
- -------------------------------------------------------------------------------
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                           (a) / /
                                                           (b) /X/
- -------------------------------------------------------------------------------
3  SEC USE ONLY


- -------------------------------------------------------------------------------
4  CITIZENSHIP OR PLACE OF ORGANIZATION

   Delaware
- -------------------------------------------------------------------------------
                5  SOLE VOTING POWER

                   515,150
  NUMBER OF     ---------------------------------------------------------------
   SHARES       6  SHARED VOTING POWER
BENEFICIALLY
  OWNED BY         -0-
    EACH        ---------------------------------------------------------------
  REPORTING     7  SOLE DISPOSITIVE POWER
   PERSON       
    WITH           486,150
                ---------------------------------------------------------------
                8  SHARED DISPOSITIVE POWER
         
                   -0-
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                524,650         
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                3.4             
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
   *Unless otherwise disclosed herein, all holdings of the Reporting Person are
   indirect through one or more subsidiaries.

  HC CO
- -------------------------------------------------------------------------------

sec 1745 (6-80)  SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>   3
SEC 13G                                         PAGE   3   OF   4   PAGES
                                                     -----    -----

SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 13G Amendment No.1


ITEM 1(a)    NAME OF ISSUER:                                 
             Dynatech  Corporation                           
                                                             
ITEM 1(b)    ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
             3 New England Executive Park                    
             Burlington, MA  01801                           
                                                             
ITEM 2(a)    NAME OF PERSON FILING:                          
             First Chicago NBD Corporation. ("FCN")          
ITEM 2(b)    ADDRESS OF PRINCIPAL BUSINESS OFFICES:          
             One First National Plaza                        
             Chicago, Illinois   60670                       
                                                             
ITEM 2(c)    CITIZENSHIP                                     
             Delaware                                        
                                                             
ITEM 2(d)    TITLE OF CLASS OF SECURITIES:                   
             Common Stock                                    
ITEM 2(e)    CUSIP NO.:                                      
             268138104                                       
ITEM 3       TYPE OF PERSON FILING:                          
             (g) FCN is a Parent Holding Company in accordance with
                 240.13d-1(b)(ii)(g).

ITEM 4 OWNERSHIP:
             The shares listed below were held in a fiduciary capacity by one 
             or more subsidiariesof First Chicago NBD Corporation as of 
             December 31, 1996
             A.) Amount Beneficially owned:    524,650
             B.) Percent of Class:   3.4
             C.) Number of shares to which the subject Holding Company has 
                 directly or through its subsidiaries:
                   1.) Sole power to vote or direct the vote:  515,150    
                   2.) Shared power to vote or to direct the vote: -0-
                   3.) Sole power to dispose or to direct the disposition of: 
                       486,150
                   4.) Shares power to dispose or to direct the disposition 
                       of:  -0-



<PAGE>   4

                                                PAGE   4   OF   4   PAGES
                                                     -----    -----

 






ITEM 5       OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS:
             If this statement is being filed to report the fact that as of the
             date hereof the Reporting Person has ceased to be the beneficial
             owner of more than 5 percent of securities, check the
             following [X].

ITEM 6       OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF ANOTHER PERSON:
             Not Applicable

ITEM 7       IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
             THE SECURITY                     
             being Reported on By the Parent Holding Company: See Item 3

ITEM 8       IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
             Not Applicable

ITEM 9       NOTICE OF DISSOLUTION OF GROUP:  NOT APPLICABLE

ITEM 10      CERTIFICATION:  By signing below I certify that to the best of my
             knowledge and belief,  the securities referred above were
             acquired in the ordinary course of business and were not acquired
             for the purpose of and do not have the effect of changing or
             influencing the control of the issuer of such securities and 
             were not acquired in connection with or as a participant in any
             transaction having such purpose or effect.

             Signature: After reasonable inquiry and to the best of my
             knowledge and belief, I certify that the information set forth in  
             this statement is true, complete and correct.

Dated:        February 04, 1997

                                    /s/ Daniel T. Lis
                                    -----------------------------
                                    Daniel T. Lis                 
                                     Assistant Secretary          
                                    First Chicago NBD Corporation 
                                    (313) 225-3154                
                                                                  



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission