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): December 20, 1997
Dynatech Corporation
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(Exact name of registrant as specified in its charter)
Massachusetts
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(State or other jurisdiction of incorporation)
0-7438 04-2258582
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(Commission File Number) (I.R.S. Employer Identification Number)
3 New England Executive Park, Burlington, Massachusetts 01803
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (781) 272-6100
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
Dynatech Corporation, a Massachusetts corporation (the "Company") has
agreed to a recapitalization which is being 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 will
merge with and into the Company (the "Merger") and the separate corporate
existence of MergerCo shall cease. After the Merger, the Company shall continue
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 will be 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 will be
canceled, and any stockholder who properly objects to the Merger will be
entitled to appraisal rights under the Massachusetts Business Corporation Law
(the "MBCL")). Each share of MergerCo common stock will be converted into one
share of Recapitalized Common Stock. The Recapitalized Common Stock will not be
listed on the New York Stock Exchange and it is not anticipated that there will
be an active trading market for such shares. The Merger Agreement has been
approved by the respective Boards of Directors of the Company and MergerCo, and
it is subject to the approval of the shareholders of the Company, availability
of recapitalization accounting treatment, there being no more than 5% of the
outstanding shares of Company Common Stock for which appraisal is demanded, the
receipt of various governmental approvals, and other customary closing
conditions.
In connection with the execution of the Merger Agreement, the Company
amended its Shareholder Rights Agreement, dated as of February 16, 1989, as
amended and restated as of March 12, 1990 (the "Rights Agreement"), to provide
that, among other things, MergerCo shall not be deemed an Acquiring Person or
Adverse Person (both as defined in the Rights Agreement) as a result of the
execution, delivery and performance under or consummation of the transactions
contemplated by the Merger Agreement.
Under stated circumstances, the Company is obligated to pay a fee of $24.5
million to Clayton, Dubilier & Rice, Inc. and up to $5 million in expenses to
MergerCo in connection with termination of the Merger Agreement. This fee and
expenses will be payable if the Company's Board of Directors withdraws its
approval of the transaction. Such fee and expenses will also be payable if, as
further provided in the Merger Agreement, the transaction is not consummated and
within 12 months thereafter the Company shall be involved in a "Company Takeover
Event," (as defined in the Merger Agreement).
The transaction was announced publicly on December 22, 1997. A copy of the
press release is attached as an exhibit and is incorporated herein by reference.
Exhibit index appears on Page 5.
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Item 7. Financial Statements and Exhibits.
The following are filed as Exhibits to this Report.
Exhibit:
2.1 Agreement and Plan of Merger dated December 20, 1997 between Dynatech
Corporation and CDRD Merger Corporation.
4.1 Amendment No. 1 to the Rights Agreement.
99.1 Press Release dated December 22, 1997.
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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: January 5, 1998. By: /s/ John F. Reno
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John F. Reno
Chairman, President and
Chief Executive Officer
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Exhibit Index
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Number Exhibit Page
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2.1 Agreement and Plan of Merger dated December
20, 1997 between Dynatech Corporation and
CDRD Merger Corporation.
4.1 Amendment No. 1 to the Rights Agreement.
99.1 Press Release dated December 22, 1997.
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