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DYNATECH PLANS RECAPITALIZATION

GERMANTOWN, Md.-Dynatech Corp. said it intends to implement a $900 million recapitalization plan.

Under the plan, public shareholders of Dynatech will receive $49 per share, which consists of $47.75 per share in cash, and a 5.3-percent fully diluted continuing equity interest in the recapitalized company. The remaining equity will be held by Dynatech management and private investment firm Clayton, Dubilier & Rice Inc.

The recapitalization will be financed through a $277 million equity investment by CD&R with the remainder financed through debt. After completion of the recapitalization, which is expected in the first half of 1998, about 300 current Dynatech employees will hold about 25-percent fully diluted equity interest and CD&R will hold an approximately 70-percent fully diluted interest, and the remaining 5.3 percent interest will be held by current Dynatech public shareholders.

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