-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qRFztzKgCQlKLwe8Rul5dnFuxm6Y6FbXd06664b4nVyCjst0FY88mMomRvqmGnea zJrCYHleE5Y5WyswWx15JA== 0000909518-94-000171.txt : 19940930 0000909518-94-000171.hdr.sgml : 19940930 ACCESSION NUMBER: 0000909518-94-000171 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940929 SROS: NASD GROUP MEMBERS: GARY N. SIEGLER GROUP MEMBERS: PETER M. COLLERY GROUP MEMBERS: SC FUNDAMENTAL INC GROUP MEMBERS: SC FUNDAMENTAL VALUE BVI, INC. GROUP MEMBERS: SC FUNDAMENTAL VALUE BVI, LTD. GROUP MEMBERS: SC-BVI PARTNERS GROUP MEMBERS: THE SC FUNDAMENTAL VALUE FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DYNATECH CORP CENTRAL INDEX KEY: 0000030841 STANDARD INDUSTRIAL CLASSIFICATION: 3577 IRS NUMBER: 042258582 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30020 FILM NUMBER: 94550991 BUSINESS ADDRESS: STREET 1: 3 NEW ENGLAND EXECUTIVE PARK CITY: BURLINGTON STATE: MA ZIP: 01803-5087 BUSINESS PHONE: 6172726100 MAIL ADDRESS: STREET 1: 3 NEW ENGLAND EXECUTIVE PARK CITY: BURLINGTON STATE: MA ZIP: 01803-5087 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SC FUNDAMENTAL INC CENTRAL INDEX KEY: 0000919094 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 133563937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 712 5TH AVE 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129573500 MAIL ADDRESS: STREET 1: 712 5TH AVENUE 19TH FL STREET 2: 712 5TH AVENUE 19TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 AMENDMENT NO. 6 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 ------------- (Amendment No. 6) DYNATECH CORPORATION - -------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.20 per share 268138104 - ----------------------------------- ----------------------------------- (Title of class of securities) (CUSIP number) David E. Zeltner, Esq. Weil, Gotshal & Manges 767 Fifth Avenue New York, NY 10153 (212) 310-8000 - -------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) September 29, 1994 - -------------------------------------------------------------------------- (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. 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 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 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 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 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 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 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 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. 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 Exhibit Index ------------- EXHIBIT 7 Correspondence with Dynatech Corporation EX-7 2 CORRESPONDENCE WITH THE COMPANY Exhibit 7 September 29, 1994 The Board of Directors Dynatech Corporation 8 New England Executive Park Burlington, Massachusetts 01803-5087 RE: Dynatech Corporation -------------------- 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 -----END PRIVACY-ENHANCED MESSAGE-----