-----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, E3Sfdrx/HG/wGNM5yO8wb1Bq9Eo1qTMNcdl2Zl26Oa5nW1TKeplneTUni5c7JBr6 fk7ci/cUmd8OzK1AMmyUlQ== 0000921749-94-000012.txt : 19940623 0000921749-94-000012.hdr.sgml : 19940623 ACCESSION NUMBER: 0000921749-94-000012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940622 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, LTD. GROUP MEMBERS: SC-BVI PARTNERS GROUP MEMBERS: THE 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: 94535223 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. 3)* 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 21, 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; OO 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, LTD. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)x (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC; OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 276,200 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 276,200 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-BVI Partners 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)x (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 276,200 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 276,200 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* 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 0 8 SHARED VOTING POWER 276,200 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 276,200 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) 9.5% 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) 9.5% 14 TYPE OF REPORTING PERSON* IN 13D - Amendment No. 3 The Reporting Persons, consisting of The SC Fundamental Value Fund, L.P. ("Fund"), SC Fundamental Inc. ("SC"), SC Fundamental Value BVI, Ltd. ("BVI Ltd."), SC-BVI Partners ("Partners"), SC Fundamental Value BVI, Inc. ("BVI Inc."), Gary N. Siegler ("Siegler") and Peter M. Collery ("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 2. Identity and Background Item 2 is hereby amended to add the following: Additional Reporting Persons are SC Fundamental Value BVI, Ltd., a British Virgin Islands corporation ("BVI Ltd.") and SC-BVI Partners, a Delaware partnership ("Partners"). The principal business address and the address of the principal office of BVI Ltd. is Kaya Flambayon 9, P.O. Box 812, Curacao, Netherlands Antilles. The principal business address and the address of the principal office of Partners is 712 Fifth Avenue, 19th Floor, New York, New York 10019. BVI Ltd. is primarily engaged in investing in securities. Partners is primarily engaged in acting as the investment manager of BVI Ltd. The name, citizenship, position and business address of each director of BVI Ltd. and each partner of Partners is set forth below. No executive officers have been appointed for BVI Ltd. at the present time. SC FUNDAMENTAL VALUE BVI, LTD. NAME, CITIZENSHIP PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND POSITION Bernard Loze - France Chief Executive Officer of Dubin Swieca & Director Loze. Anthony Stocks - England Manager of mutual fund services at Citco Director Group Limited. David Mills - England Senior partner in law firm of MacKenzie Director Mills. Gary N. Siegler - United States President of Siegler, Collery & Co., SC Director Fundamental Inc., SC Fundamental Value BVI Inc. and Arena Capital Corp. SC-BVI PARTNERS SC Fundamental Value BVI, Inc. Primarily engaged in acting as managing Delaware corporation general partner of Partners. Partner PMC-BVI, Inc. Primarily engaged in acting as a general Delaware corporation partner of Partners. Partner GNS-BVI, Inc. Primarily engages in acting as a general Delaware corporation partner of Partners. Partner Siegler, being the controlling stockholder of BVI Inc. and GNS-BVI, Inc. and Collery, being the controlling stockholder of BVI Inc. and PMC-BVI, Inc. are in a position to directly or indirectly determine the investment and voting decisions made by Partners and consequently BVI Ltd. Neither the Reporting Persons nor any directors of BVI Ltd. or any partner of Partners has, in the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. Item 4. Purpose of Transaction Item 4 is hereby amended to add the following: On June 21, 1994 the Reporting Persons filed a Preliminary Proxy Statement on Schedule 14A with the Securities and Exchange Commission (the "Reporting Persons' Schedule 14A"). Reporting Persons are seeking stockholder votes in support of their slate of three nominees for election of directors of the Issuer and for their proposal that stockholders recommend that the Board of Directors retain a nationally recognized investment banking firm to value the Company and its businesses and conduct a sale of the Company, in a fair process, at the highest price obtainable or a substantial restructuring with a view towards maximizing stockholder value. None of the members of the Committee intend to sell their Shares back to the Company unless a similar opportunity is available to all stockholders. Item 5. Interest in Securities of the Issuer Item 5(a) is hereby amended and restated in its entirety as follows: (a) As of the close of business on June 13, 1994, the Reporting Persons may be deemed to beneficially own in the aggregate 887,300 Shares, representing approximately 9.5% of the outstanding Shares of the Issuer (based upon the number of Shares reported to be outstanding in the Issuer's Form 10K for the fiscal year ended March 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 Ltd. 276,200 3.0% SC, being the general partner of Fund, may be deemed to beneficially own the Shares which Fund owns. Partners, being the investment manager of BVI Ltd., and BVI Inc., being the managing general partner of Partners, may be deemed to indirectly beneficially own the Shares that BVI Ltd. directly beneficially owns. Siegler and Collery, by virtue of their status as controlling stockholders of SC and BVI Inc., may be deemed to beneficially own the Shares which SC and BVI Inc. may be deemed to beneficially own. Nothing contained in this statement shall be constituted as an admission of beneficial ownership by any such persons. To the best of the Reporting Persons' knowledge, except as set forth herein, neither the directors, the executive officers nor the partners of any of the Reporting Persons beneficially owns any Shares. Item 5(b) is hereby amended and restated in its entirety as follows: (b) Fund 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 BVI Ltd., Partners, BVI Inc., Siegler and Collery may be deemed to share with BVI Ltd. the power to vote or to direct the vote and to dispose or to direct the disposition of Shares which BVI Ltd. directly beneficially owns. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Item 6 is hereby amended to add the following: Reporting Persons have entered into an arrangement with Georgeson & Company Inc. ("Georgeson"), not yet reduced to writing, pursuant to which Georgeson has agreed to assist Reporting Persons with its solicitation of proxies, strategy, press and investor relations in connection with any meetings of stockholders through and including the Issuer's 1994 Annual Meeting. The arrangement with Georgeson provides for the payment of fees to Georgeson in an amount not to exceed $60,000. Item 6. Material to Be Filed as Exhibits Exhibit 4 Amended Joint Filing Agreement Exhibit 5 Correspondence with 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 22, 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 EX-10 2 EXHIBIT 4 AMENDED JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $.20 per share, of Dynatech Corporation and further agree that this Amended Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Amended Joint Filing Agreement this 22nd day of June, 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 Vice President /s/ Peter M. Collery Peter M. Collery /s/ Gary N. Siegler Gary N. Siegler EX-99 3 0888 June 21, 1994 Stephen D. Foss, P.C. Goodwin, Proctor & Hoar Exchange Place Boston, MA 02109 Re: Dynatech Corporation Dear Mr. Foss: Please find enclosed the executed hard copies of the request for stockholder list, the affidavit and the representation letter which I provided by fax earlier this afternoon. Please call me so that we can arrange to inspect the list. Please also consider whether you would supply copies to us without our having to make a physical inspection and then copy the portions which we need. Thank you again for your prompt attention to this matter. Very truly yours, /s/ Marc Weitzen Marc Weitzen SC Fundamental Value Fund, L.P. 712 Fifth Avenue - 19th Floor New York, New York 10019 June 21, 1994 VIA 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"), as of the close of business on June 20, 1994, 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 the earliest date 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 AFFIDAVIT STATE OF NEW YORK ) )ss.: COUNTY OF NEW YORK) The undersigned, being an Executive Officer of SC Fundamental Value Inc., the General Partner of SC Fundamental Value Fund, L.P., does hereby declare under penalties of perjury, that he has been advised by Neuberger & Berman which was advised by the Bank of Boston, which acts as transfer agent for shares of Common Stock of Dynatech Corporation, that SC Fundamental Value Fund, L.P. ("Fund") was a stockholder of record of Dynatech Corporation as of the close of business on June 20, 1994. The Fund has been advised that the shares it owns are represented by Certificate Number 39983, which advice may be verified by referring the Bank of Boston to the Fund's E.I.N. 13- 3563962. By: /s/ Peter Collery Peter Collery Sworn to before me this 21st day of June, 1994. /s/ John T. Bird Notary Public SC Fundamental Value Fund, L.P. 712 Fifth Avenue, 19th Floor New York, New York 10019 June 21, 1994 Corporate Secretary Dynatech Corporation 3 New England Executive Park Burlington, MA 01803-5087 Re: Inspection of Stockholder List Gentlemen: This letter certifies the agreement of SC Funda- mental Value Fund, L.P. (the "Fund") and all affiliates, agents and entities or individuals working on its behalf or in concert with it, to the following conditions. We under- stand and agree that any information and materials made available to the Fund in response to the Fund's request for inspection of stockholder list of Dynatech Corporation dated June 13, 1994 will be made available on the following condi- tions: 4. the information and materials produced to the Fund will be used solely by the Fund and the Fund's agents (e.g., solicitation firm, fi- nancial printer, their agents and employees) solely in the interest of the Fund as a shareholder, relative to the affairs of Dynatech Corporation and such information or materials may not, under any circumstances, be sold, transferred, disclosed or dissemi- nated to any person or entity other than the Fund or its agents aforementioned, without the prior written consent of Dynatech Corpo- ration; 5. the information produced will not be used for the purpose of obtaining the names of stock- holders who might wish to sell their stock to the Fund or anyone acting in concert with the Fund or for the purpose of contacting share- holders to see if they are willing to sell their stock to the Fund or anyone acting in concert with the Fund; and 6. the Fund will pay, in advance of the inspec- tion of materials, the reasonable cost of producing the materials and will pay any copying costs associated with any request to copy materials, in advance of the receipt of any such copies. The Fund hereby agrees to these conditions on behalf of itself and all of its affiliates, agents, and related individuals or entities. SC Fundamental Value Fund, L.P. By: SC Fundamental Inc. Its: General Partner By: /s/ Peter M. Collery Date: 6/21/94 Name: Peter M. Collery Position: Vice President cc: Stephen D. Poss, P.C. Goodwin, Procter & Hoar Exchange Place Boston, MA 02109 (617) 570-1000 -----END PRIVACY-ENHANCED MESSAGE-----