-----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, B1uQii0i8j+ySxjs9Y+/rDHtG2roI4k6LAb/cE4fCXCHps73+5/krWFArdY1wiCj CmloqcQSuhwrVjbVESrDrg== 0000921749-94-000006.txt : 19940614 0000921749-94-000006.hdr.sgml : 19940614 ACCESSION NUMBER: 0000921749-94-000006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940613 GROUP MEMBERS: GARY N. SIEGLER GROUP MEMBERS: PETER M. COLLERY GROUP MEMBERS: SC FUNDAMENTAL INC GROUP MEMBERS: SC FUNDAMENTAL INC. GROUP MEMBERS: SC FUNDAMENTAL VALUE BVI, INC. 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: 94533996 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* DYNATECH CORPORATION (Name of Issuer) Common Stock, par value $.20 per share (Title of Class of Securities) 268138104 (CUSIP Number) Marc Weitzen, Esq. Gordon Altman Butowsky Weitzen Shalov & Wein 114 West 47th Street, New York, New York 10036 (212) 626-0800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 10, 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: Six copies of this statement, including all exhibits, should be file with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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). CUSIP No. 268138104 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The SC Fundamental Value Fund, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC; 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 611,100 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 611,100 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 611,100 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 SCHEDULE 13D CUSIP No. 268138104 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SC Fundamental Value BVI, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 276,200 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 276,200 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 276,200 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 SCHEDULE 13D CUSIP No. 268138104 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SC Fundamental Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 611,100 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 611,100 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 611,100 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 SCHEDULE 13D CUSIP No. 268138104 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gary N. Siegler 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 887,300 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 887,300 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 887,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 268138104 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter M. Collery 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 887,300 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 887,300 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 887,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% 14 TYPE OF REPORTING PERSON* IN 13D - Amendment No. 1 The Reporting Persons, consisting of The SC Fundamental Value Fund, L.P. ("Fund"), SC Fundamental Value BVI, Inc. ("BVI Inc."), SC Fundamental Inc. ("SC"), Gary N. Siegler ("Siegler") and Peter M. Collery ("Collery"), hereby amend their statement on Schedule 13D relating to the common stock, par value $0.20 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 statement on Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration Item 3 is hereby amended and restated in its entirety as follows: The Reporting Persons purchased all Shares of the Issuer which they may be deemed to beneficially own for the aggregate purchase price of $17,893,093.47. Such Shares were purchased with working capital of Fund and BVI Ltd. and with funds extended by brokerage firms in connection with margin transactions effected for Fund and BVI Ltd. Item 4. Purpose of Transaction Item 4 is hereby amended to add the following: On June 10, 1994, Gary N. Siegler and Peter M. Collery (the "Representatives") on behalf of the Reporting Persons had a telephone conversation with John F. Reno, Theodore Cohn and Warren A. Law, who are to be management's nominees for election as directors at the next meeting of Issuer's stockholders (the "Nominees"). The Representatives made inquiry of Nominees regarding a variety of subjects designed to elicit Nominees' views regarding maximization of stockholder value. Based upon that conversation, which Reporting Persons considered unsatisfactory, Reporting Persons are considering their alternatives, which may, in light of their dissatisfaction with the Nominees, include proposing and soliciting proxies in support of a slate of directors (committed, among other things, to enhancing stockholder value) to oppose the Nominees. In considerating their alternatives, Reporting Persons have had and may continue to have discussions with third persons. No arrangements, agreements or under- standings with respect to Issuer or the Shares exist between Reporting Persons and such third persons. Reporting Persons have requested a list of stockholders of the Issuer (by letter attached hereto as Exhibit 3) pursuant to Massachusetts Law in order to communicate with other stockholders of the Issuer. Item 5. Interest in Securities of the Issuer Item 5(a) is hereby amended to add the following: (a) As of the close of business on June 3, 1994, the Reporting Persons may be deemed to beneficially own in the aggregate 887,300 Shares, representing approximately 9.6% of the outstanding Shares of the Issuer (based upon the number of Shares reported to be outstanding in the Issuer's Form 10Q for the fiscal quarter ended December 31, 1993). The Reporting Persons have direct beneficial ownership of the Shares as follows: Name Number of Shares Approximate Percentage of Outstanding Shares Fund 611,100 6.6% BVI. Inc 276,200 3.0% Item 5(b) is hereby amended and restated in its entirety as follows: (b) Each of Fund and BVI Inc. has the sole power to vote or to direct the vote and to dispose or to direct the disposition of Shares which it directly beneficially owns. Each of SC, Siegler and Collery may be deemed to share with Fund the power to vote or to direct the vote and to dispose or to direct the disposition of Shares which Fund directly beneficially owns. Each of Siegler and Collery may be deemed to share with BVI Inc. the power to vote or to direct the vote and to dispose or to direct the disposition of Shares which BVI Inc. directly beneficially owns. Item 5(c) is hereby amended to add the following: (c) The following table sets forth all transactions with respect to the Issuer's Shares effected by each of the Reporting Persons listed in Item 5(a) since the most recent filing on Schedule 13D. The transaction set forth below reflects a purchase effected by means of an over- the-counter trade.
Price Per Fund BVI Inc. Trade Date Share ($) Shares Shares 6/03/94 20.0200 37,400 16,900
Item 7. Material to Be Filed as Exhibits Item 7 is hereby amended to add the following: Exhibit 3 Request by The SC Fundamental Value Fund, L.P. to inspect a List of Stockholders of Dynatech Corporation 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: June 13, 1994 SC FUNDAMENTAL INC. SC FUNDAMENTAL VALUE BVI, INC. Both By:/s/ Peter M. Collery Peter M. Collery Vice President THE SC FUNDAMENTAL VALUE FUND, L.P. By: /s/ Peter M. Collery Peter M. Collery Vice President /s/ Peter M. Collery Peter M. Collery /s/ Gary N. Siegler Gary N. Siegler EX-99 2 SC Fundamental Value Fund, L.P. 712 Fifth Avenue - 19th Floor New York, New York 10019 June 10, 1994 TELECOPY, FEDERAL EXPRESS AND CERTIFIED MAIL/RETURN RECEIPT REQUESTED Corporate Secretary Dynatech Corporation 3 New England Executive Park Burlington, Massachusetts 01803-5087 Re: Inspection of Stockholder List Ladies and Gentleman: Pursuant to General Laws, c. 156B, Section 32, the undersigned, SC Fundamental Value Fund, L.P., a record holder of common stock of Dynatech Corporation (the "Company"), hereby requests the right to inspect a current list of record holders of the Company's common stock ("Common Stock"), including the record address and the amount of stock held by each stockholder. The undersigned seeks to communicate with other stockholders of the Company for purposes relative to the affairs of the Company and not for the purpose of selling the list of stockholders or information or copies thereof or of using the same for a purpose other than in the interest of the undersigned as a stockholder relative to the affairs of the Company and not for the purpose of obtaining the names of stockholders who might wish to sell their stock to the undersigned. The undersigned would prefer the Company to immediately send the documents requested above to The SC Fundamental Value Fund, L.P. at 712 Fifth Avenue, 19th Floor, New York, New York 10019, Att: Neil Koffler. Alternatively, please inform Neil Koffler at (212) 957-3500 of a date prior to June 17, 1994 when a representative of the undersigned can inspect and copy such documents. The undersigned also requests that the Company provide the following records and documents as soon as reasonably available: 1. All information in or which comes into the Company's possession or control, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees, concerning the name, address and number of shares of Common Stock held by each participating broker, dealer, bank or other person or entity in the individual nominees names of Cede & Co. and any other similar nominees. 2. A list of non-objecting beneficial owners of Common Stock, which is in the Company's possession or control, or that may come in to the Company's possession or control, or that can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees, pursuant to Rules 14b-1 and 14b-2 promulgated under the Securities Exchange Act of 1934, as amended. 3. Following the record date for the annual meeting of stockholders of the Company, any and all omnibus proxies and correspondent participant listings with respect to all nominees and respondent banks. Please inform Neil Koffler at the above referenced phone number where and how the documents listed in numbered paragraphs 1 to 3 will be made available. Very truly yours, The SC Fundamental Value Fund, L.P. By: SC Fundamental Inc. General Partner By: /s/ Gary N. Siegler Gary N. Siegler President -----END PRIVACY-ENHANCED MESSAGE-----