-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M0QyactvqJ7c/bmZzGf91onoilITG/7aVhsGjfy0ENvF8xMOVhuzf1Q5NGqtupDv PBd5hw9KErNwavp7k5gofA== 0000927016-98-002232.txt : 19980602 0000927016-98-002232.hdr.sgml : 19980602 ACCESSION NUMBER: 0000927016-98-002232 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980521 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980601 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNATECH CORP CENTRAL INDEX KEY: 0000030841 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 042258582 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12657 FILM NUMBER: 98640488 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 8-K 1 FORM 8-K 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 -------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts ------------------------------------------- (State or other jurisdiction of incorporation) 0-7438 04-2258582 - ------------------------ ------------------------------------- (Commission File Number) (I.R.S. Employer Identification Number) 3 New England Executive Park, Burlington, Massachusetts 01803 -------------------------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (781) 272-6100 ------------------------------------------------------------ (Former name or former address, if changed since last report.) 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 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 ------------------------ Mark V. B. Tremallo Corporate Vice President Page 3 of 4 Exhibit Index ------------- Number Exhibit ------ ------- 99.1 Press Release dated May 21, 1998. Page 4 of 4 EX-99.1 2 PRESS RELEASE DATED MAY 21, 1998 EXHIBIT 99.1 CLAYTON, DUBILIER & RICE, INC. - -------------------------------------------------------------------------------- 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 ===================== CLAYTON, DUBILIER & RICE COMPLETES $848 MILLION RECAPITALIZATION OF DYNATECH CORPORATION ______________________________________ 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) 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. ### -----END PRIVACY-ENHANCED MESSAGE-----