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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 21, 1998
Dynatech Corporation
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(Exact name of registrant as specified in its charter)
Massachusetts
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(State or other jurisdiction of incorporation)
0-7438 04-2258582
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(Commission File Number) (I.R.S. Employer Identification Number)
3 New England Executive Park, Burlington, Massachusetts 01803
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (781) 272-6100
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
Dynatech Corporation, a Massachusetts corporation (the "Company")
consummated on May 21, 1998 a recapitalization which was effected with CDRD
Merger Corporation, a Delaware corporation ("MergerCo") formed by Clayton,
Dubilier & Rice Fund V Limited Partnership, pursuant to an Agreement and
Plan of Merger dated as of December 20, 1997 (the "Merger Agreement") under
which MergerCo merged with and into the Company (the "Merger") and the
separate corporate existence of MergerCo ceased. After the Merger, the
Company has continued as the surviving corporation (the "Surviving
Corporation"). In the Merger, each outstanding share of common stock, par
value $.20 per share (the "Company Common Stock") of the Company was
converted into the right to receive (a) $47.75 in cash and (b) 0.5 shares
of common stock, no par value, of the Surviving Corporation (the
"Recapitalized Common Stock") (except that any shares of Company Common
Stock held in the Company's treasury or by MergerCo were canceled). Each
share of MergerCo common stock was converted into one share of
Recapitalized Common Stock. Trading of the Company Common Stock has been
suspended, and the Company anticipates that the Company Common Stock will
be delisted from the New York Stock Exchange in the near future. The
stockholders of the Company approved the Merger Agreement and the Merger in
a Special Meeting of the Company's stockholders held on May 21, 1998.
The consummation of the transaction was announced publicly on May 21,
1998. A copy of the press release is attached as an exhibit and is
incorporated herein by reference.
Exhibit index appears on Page 4.
Item 7. Financial Statements and Exhibits.
The following are filed as Exhibits to this Report.
Exhibit:
99.1 Press Release dated May 21, 1998.
Page 2 of 4
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dynatech Corporation
Dated: June 1, 1998. By: /s/ Mark V. B. Tremallo
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Mark V. B. Tremallo
Corporate Vice President
Page 3 of 4
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Exhibit Index
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Number Exhibit
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99.1 Press Release dated May 21, 1998.
Page 4 of 4
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EXHIBIT 99.1
CLAYTON, DUBILIER & RICE, INC.
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NEWS
Contact: Allan M. Kline Contact: Thomas C. Franco
Steve Cantor Joseph Kist
Dynatech Corp. Broadgate Consultants, Inc.
(781) 272-6100 (212) 232-2222
FOR IMMEDIATE RELEASE
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CLAYTON, DUBILIER & RICE COMPLETES $848 MILLION
RECAPITALIZATION OF DYNATECH CORPORATION
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NEW YORK, May 21, 1998 - Clayton, Dubilier, & Rice, Inc. (CD&R) announced today
that it has completed the $848 million management-led recapitalization of
Dynatech Corporation (NYSE;DYT), a leading manufacturer of communications
products. Dynatech shareholders at a special meeting approved the terms of the
recapitalization plan, under which they will receive consideration consisting of
$47.75 per share in cash and a 0.5 share of recapitalized common stock in the
Company.
"The completion of the recapitalization marks the beginning of a new phase
in the long-term growth of our Company," said John F. Reno, Dynatech's chairman,
president and CEO. "Dynatech is now afforded increased flexibility to pursue a
number of growth initiatives for the Company, including leveraging its leading
market positions, addressing new market segments, pursuing strategic
acquisitions and increasing its penetration of international markets."
Donald J. Gogel, CD&R president said, "Dynatech represents an exciting
investment opportunity where strategic and management support by CD&R
professionals, as well as capital, will facilitate the repositioning of the
Company to enhance long-term performance under the leadership of Jack Reno and
his capable management team."
"CD&R and Dynatech management believe the recapitalized Company will be
better able to focus on its core businesses," added Mr. Gogel. "Dynatech has
consistently grown faster than its markets but was not fully rewarded or
recognized by the public stock market."
(more)
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Dynatech, which reported sales of $473 million for the fiscal year ended
March 31, 1998, will continue to operate as an independent company and its
headquarters will remain in Burlington, Massachusetts. A fund managed by CD&R
holds a 71 percent fully diluted interest in the recapitalized Company while
Dynatech managers and key employees hold a 24 percent fully diluted equity
interest. The transaction was financed through a $277 million equity investment
by the CD&R fund, with the remainder financed through debt. The remaining 5
percent of Dynatech equity will be retained by existing shareholders.
Dynatech is a global communications company focused on developing,
manufacturing, marketing and selling network technology solutions. The Company's
products address Communications Test, Industrial Computing and Communications
and Visual Communications applications. The Company sells its products worldwide
through its subsidiaries located in the Americas, Europe and Asia.
CD&R is a private investment firm that manages a $1.5 billion pool of
equity capital on behalf of public and private pension funds, college
endowments, private foundations, banks and insurance companies. Since its
founding in 1978, the firm has invested in 28 companies with aggregate annual
sales of more than $20 billion. The firm recently completed the purchase of
North American Van Lines from Norfolk Southern Corporation and Jafra Cosmetics
International from The Gillette Company.
This press release may contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which reflect the Company's current
judgment on certain issues. Because such statements apply to future events, they
are subject to risks and uncertainties that could cause the actual results to
differ materially. Important factors which could cause actual results to differ
materially are described in the Company's reports on Form 10-K and 10-Q on file
with the Securities and Exchange Commission.
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