Preliminary Copy SCHEDULE 14A Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] Filed by a party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to section 241.14a-11(c) or section 240.14a-12 DYNATECH CORPORATION (Name of Registrant as Specified In Its Charter) SC FUNDAMENTAL INC., THE SC FUNDAMENTAL VALUE FUND, L.P., SC FUNDAMENTAL VALUE BVI, INC., SC-BVI PARTNERS, SC FUNDAMENTAL VALUE BVI, LTD., GARY N. SIEGLER AND PETER M. COLLERY (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or14a-6(i)(2). [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: ______________________________________________________________ 2) Aggregate number of securities to which transaction applies: ______________________________________________________________ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:<F1> ______________________________________________________________ 4) Proposed maximum aggregate value of transaction: ______________________________________________________________ [FN] <F1> Set forth the amount on which the filing fee is calculated and state how it was determined. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid _________________________________________________ 2) Form, Schedule or Registration Statement No.: _________________________________________________ 3) Filing Party: _________________________________________________ 4) Date Filed: _________________________________________________ DYNATECH STOCKHOLDERS COMMITTEE 19th Floor 712 Fifth Avenue New York, NY 10019 June 23, 1994 Dear Fellow Stockholder: You may have already received proxy materials from the board of directors of Dynatech Corporation for the annual meeting of stockholders to be held on July 26, 1994. In our view, the incumbent slate does not deserve your support. We will be proposing an alternate slate of directors for your approval. We urge you not to return any WHITE proxy cards that you receive from Dynatech. Collectively we have the largest holding in Dynatech common stock. We will soon be mailing to you our proxy materials which will contain information about our slate and our reasons for opposing the board's nominees. Our materials will also contain a non-binding resolution which we intend to propose at the annual meeting seeking the sale of the Company. Again we strongly urge you not to return any of the board's WHITE proxy cards until you have received and considered our materials. The following information identifies our participants and their direct and indirect ownership of Dynatech common stock: SC Fundamental Inc. (611,100, indirect), The SC Fundamental Value Fund, L.P. (611,100, direct), SC Fundamental Value BVI, Inc. (276,200, indirect), SC Fundamental Value BVI, Ltd. (276,200, direct), Gary N. Siegler (887,300, indirect), Peter Collery, (887,300, indirect), Curtis Macnguyen (0), Neil Koffler (0), David Einhorn (0) and Jeffrey Keswin (0). The persons who are listed above as indirect owners own such shares by virtue of their direct or indirect interests in The SC Fundamental Value Fund, L.P. and/or SC Fundamental BVI, Ltd. The foregoing shall not be deemed to be an admission of beneficial ownership by any indirect owners. Thank you for your consideration. Sincerely, DYNATECH STOCKHOLDERS COMMITTEE