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FILE NO. 1-15295
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10/A-4
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
TELEDYNE TECHNOLOGIES INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 25-1843385
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
</TABLE>
2049 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067-3101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 277-3311
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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<S> <C>
COMMON STOCK, PAR VALUE $.01 PER SHARE NEW YORK STOCK EXCHANGE
PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
</TABLE>
<TABLE>
<S> <C>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE
ACT: NONE
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(TITLE OF CLASS)
</TABLE>
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TELEDYNE TECHNOLOGIES INCORPORATED
INFORMATION INCLUDED IN INFORMATION STATEMENT
AND INCORPORATED IN FORM 10 BY REFERENCE
<TABLE>
<CAPTION>
ITEM
NO. ITEM CAPTION LOCATION IN INFORMATION STATEMENT
- ---- ------------ ---------------------------------
<C> <S> <C>
1 Business.............................. "Summary," "Management's Discussion
and Analysis of Financial Condition
and Results of Operations" and "Our
Business"
2 Financial Information................. "Management's Discussion and Analysis
of Financial Condition and Results of
Operations," "Our Historical Selected
Financial Data," "Our Unaudited Pro
Forma Consolidated Financial
Information," and "Index to Our
Financial Statements"
3 Properties............................ "Our Business"
4 Security Ownership of Certain
Beneficial Owners and Management...... "Security Ownership"
5 Directors and Officers................ "Management" and "Liability and
Indemnification of Our Officers and
Directors"
6 Executive Compensation................ "Management"
7 Certain Relationships and Related
Transactions.......................... "Arrangements with ATI Relating to the
Spin-Off"
8 Legal Proceedings..................... "Our Business"
9 Market Price of and Dividends on the
Registrant's Common Equity and Related
Stockholder Matters................... "The Spin-Off--Listing and Trading of
our Common Stock," "Arrangements with
ATI Relating to the Spin-Off" and
"Index to Our Financial Statements"
10 Recent Sales of Unregistered
Securities............................ Not Applicable
11 Description of Registrant's Securities
to be Registered...................... "Description of Our Capital Stock"
12 Indemnification of Officers and
Directors............................. "Liability and Indemnification of Our
Officers and Directors"
13 Financial Statements and
Supplementary Data.................... "Management's Discussion and Analysis
of Financial Condition and Results of
Operations," "Our Historical Selected
Financial Data," "Our Unaudited Pro
Forma Consolidated Financial
Information," and "Index to Our
Financial Statements"
14 Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure.................. Not Applicable
15 Financial Statements and Exhibits..... "Index to Our Financial Statements"
and "Exhibit Index"
</TABLE>
<PAGE> 3
ALLEGHENY TELEDYNE LOGO
, 1999
To Our Stockholders:
These are exciting times at your company. In January we announced our plans
to effect a major transformation of Allegheny Teledyne that included the
spin-offs of certain businesses in two of our business segments into
independent, publicly-traded companies. This transformation is now being
implemented. Certain businesses formerly comprising our Aerospace and
Electronics segment will now be a separate company known as Teledyne
Technologies Incorporated. The businesses formerly comprising our Consumer
segment will be a separate company known as Water Pik Technologies, Inc. The
common stock of these companies will be traded on the New York Stock Exchange
under the symbols "TDY" and "PIK," respectively.
Concurrently with the spin-offs we will change our name to "Allegheny
Technologies Incorporated." After the spin-offs, our common stock will be traded
on the New York Stock Exchange under the symbol "ATI." We also intend to effect
a one-for-two reverse split of our common stock immediately after the spin-offs.
The spin-offs will allow Allegheny Technologies to focus exclusively on its
strategic growth objectives as one of the largest and most diversified specialty
metals companies in the world. ATI's strong base of companies provides an
excellent foundation for enhanced operating synergies and for adding
strategically complementary acquisitions. At the same time, the spin-offs
provide each new company with a sharper focus, more efficient access to capital
markets, and substantial growth opportunities in its respective areas of
expertise. By creating these new companies, we believe that we will unlock
greater value for their respective businesses and enhance their ability to
thrive in today's competitive marketplace.
Both of the spin-offs, which will be tax-free to U.S. stockholders and
which do not require any action on your part, will be completed on
, 1999. For every seven shares of ATI common stock that you own
as of the close of business on , 1999, you will receive one share
of Teledyne Technologies common stock. For every 20 shares of ATI common stock
that you own as of the close of business on that date, you will receive one
share of Water Pik Technologies common stock.
The enclosed Information Statement contains information about the spin-off
of Teledyne Technologies and about Teledyne Technologies' business, management
and financial performance. Information about the Water Pik Technologies spin-off
is being provided to you in a separate document. We encourage you to read all of
these materials carefully.
Very truly yours,
Richard P. Simmons
Chairman
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Teledyne Technologies Logo
, 1999
To Our Future Stockholders:
Welcome to Teledyne Technologies Incorporated. On , 1999 you
will become a stockholder of our company. Our common stock will be traded on the
New York Stock Exchange under the symbol "TDY". We hope that you share our
enthusiasm about our new company and its future.
Teledyne Technologies has a strong foundation. We are a leading provider of
sophisticated electronic and communication products, systems engineering
solutions and information technology services, and aerospace engines and
components. Our customers include aerospace prime contractors, general aviation
companies, government agencies and major communications and other commercial
companies. We serve high-value niche market segments where performance,
precision and reliability are critical and where we are in several cases the
leading supplier. Our businesses are interrelated by their use of advanced
engineering and specialized technology to provide cost-effective and value-added
solutions.
The business operations of our company consist of a group of high
technology businesses that have critical mass and shared core competencies, are
strategically complementary and have the potential for profitable growth. Our
products include avionics systems that collect and communicate information for
airlines and business aircraft systems; broadband communications subsystems for
wireless and satellite systems; engineering and information technology services
for space, defense and industrial customers; and engines for general aviation
aircraft and for cruise missiles.
Our goal is to become the leading provider of specialized products, systems
engineering solutions and information services for a broad range of high
technology applications. We are fortunate to have a technically-sophisticated
and well-educated workforce. I am excited to be working with a management team
that will provide high-caliber, experienced leadership and that is committed to
our new company.
Please read the enclosed material for more information about our company.
We look forward to your support and are pleased to have you share in this
exciting opportunity.
Very truly yours,
Robert Mehrabian
President and Chief Executive Officer
<PAGE> 5
PRELIMINARY INFORMATION STATEMENT DATED NOVEMBER 10, 1999 -- FOR INFORMATION
ONLY
INFORMATION STATEMENT
-------------------------
ALLEGHENY TELEDYNE INCORPORATED'S SPIN-OFF
OF
TELEDYNE TECHNOLOGIES INCORPORATED
-------------------------
We are furnishing you with this Information Statement in connection with
the spin-off by Allegheny Teledyne Incorporated ("ATI") of all of the
outstanding common stock of Teledyne Technologies Incorporated to stockholders
of ATI. We will own and operate the businesses formerly comprising the Teledyne
Electronic Technologies, Teledyne Brown Engineering, Teledyne Continental Motors
and Teledyne Cast Parts divisions of ATI's Aerospace and Electronics segment.
ATI will accomplish the spin-off by distributing all issued and outstanding
shares of our common stock to holders of record of ATI common stock. ATI will
distribute one share of our common stock for every seven ATI shares held as of
the close of business on , 1999. The actual number of our shares to
be distributed will depend on the number of ATI shares outstanding on that date.
Our common stock will be traded on the New York Stock Exchange under the symbol
"TDY."
Concurrently with the spin-off, ATI will change its name to "Allegheny
Technologies Incorporated." After the spin-off, ATI's common stock will be
traded on the New York Stock Exchange under the symbol "ATI."
OWNING SHARES OF OUR COMMON STOCK WILL ENTAIL RISKS. PLEASE READ "RISK
FACTORS" BEGINNING ON PAGE 16.
NO VOTE OF STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THE SPIN-OFF. WE ARE
NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
INFORMATION STATEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THIS INFORMATION STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
-------------------------
The date of this Information Statement is , 1999.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Summary..................................................... 3
Risk Factors................................................ 16
Cautionary Statement as to Forward-Looking Statements....... 22
The Spin-Off................................................ 22
Reasons for the Spin-Off.................................. 22
Manner of Effecting the Spin-Off.......................... 23
Results of the Spin-Off................................... 23
Material Federal Income Tax Consequences of the
Spin-Off............................................... 24
Listing and Trading of Our Common Stock................... 25
Our Historical Selected Financial Data...................... 27
Our Unaudited Pro Forma Consolidated Financial
Information............................................... 28
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 34
Our Business................................................ 45
Overview.................................................. 45
Our Business and Growth Strategy.......................... 45
Our Business Segments..................................... 48
Sales and Marketing....................................... 55
Competition............................................... 56
Research and Development.................................. 56
Intellectual Property..................................... 56
Our Facilities............................................ 57
Legal Proceedings......................................... 58
Employees................................................. 58
Arrangements with ATI Relating to the Spin-Off.............. 58
Separation and Distribution Agreement..................... 58
Employee Benefits Agreement............................... 59
Tax Sharing and Indemnification Agreement................. 60
Interim Services Agreement................................ 61
Trademark License Agreement............................... 61
Management.................................................. 62
Security Ownership.......................................... 73
Description of Our Capital Stock............................ 75
Liability and Indemnification of Our Officers and
Directors................................................. 81
Available Information....................................... 81
Index to Our Financial Statements........................... F-1
</TABLE>
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SUMMARY
This summary highlights material information from this Information
Statement, but does not contain all the details concerning the spin-off,
including information that may be important to you. To better understand us and
the spin-off, you should carefully review this entire document. References to
"we," "us," "our," "Teledyne Technologies" or "the Company" mean Teledyne
Technologies Incorporated and our subsidiaries and divisions. References to
"ATI" mean Allegheny Teledyne Incorporated and its subsidiaries and divisions.
WHO WE ARE
Teledyne Technologies is a leading provider of sophisticated electronic and
communication products, systems engineering solutions and information technology
services, and aerospace engines and components. Our customers include aerospace
prime contractors, general aviation companies, government agencies and major
communications and other commercial companies. We serve high-value niche market
segments where performance, precision and reliability are critical and where we
are in several cases the leading supplier. Our businesses are interrelated by
their use of advanced engineering and specialized technology to provide
cost-effective and value-added solutions.
Our products include avionics systems that collect and communicate
information for airlines and business aircraft systems; broadband communications
subsystems for wireless and satellite systems; engineering and information
technology services for space, defense and industrial customers; and engines for
general aviation aircraft and for cruise missiles.
Total sales in 1998 were $780 million, compared to $757 million and $716
million in 1997 and 1996, respectively. Our operating profits were $89 million,
$75 million and $75 million in 1998, 1997 and 1996, respectively. Approximately
60% of our total sales in 1998 were to commercial customers and the balance was
to the U.S. Government. Approximately 69% of these U.S. Government sales were
attributable to fixed price-type contracts and the balance to cost plus fee-type
contracts. International sales accounted for approximately 22% of total sales in
1998.
We have a total workforce of approximately 5,800, of whom approximately
1,400 individuals have engineering, physics, mathematics or computer science
degrees.
We believe that as several of the markets we serve experience
consolidation, customers have tended to become increasingly dependent on
technologically-sophisticated specialized suppliers, such as ourselves, to
provide a more comprehensive range of products and services. With our history of
product innovation, advanced research and development and highly sophisticated
engineering and manufacturing capabilities, we believe that we are well-
positioned to take advantage of opportunities to expand our business.
OUR HISTORY
The original Teledyne, Inc. was founded by Dr. Henry Singleton in 1960.
Over the following two decades, Teledyne acquired over 100 high technology and
specialty metals businesses. The original Teledyne ultimately focused on four
major business segments: aviation and electronics, specialty metals, industrial
and consumer. In 1996, Teledyne and Allegheny Ludlum Corporation combined to
form ATI, one of the largest and most diversified specialty metals producers in
the world. Subsequently, ATI integrated the Teledyne specialty
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metals businesses with those of Allegheny Ludlum. ATI also established new
management and a new management philosophy for our businesses, with an increased
emphasis on manufacturing discipline and on strengthening cost management
systems.
After a strategic review initiated in 1998, ATI concluded that certain of
its aerospace and electronics businesses, which will comprise our company, would
be able to grow faster and be a stronger competitor as a separate company. As a
separate company, Teledyne Technologies will be better able to focus on its own
strategic priorities and will have more efficient access to the capital markets
than it could as part of ATI. The operations included in Teledyne Technologies
are a group of high technology businesses that have critical mass and shared
core competencies, are strategically complementary and have the potential for
profitable growth.
Concurrently with the spin-off, ATI will change its name to "Allegheny
Technologies Incorporated."
OUR BUSINESS SEGMENTS
Teledyne Technologies' three business segments, their respective operating
companies and their contribution to our sales in 1998 are summarized in the
following table.
<TABLE>
<CAPTION>
PERCENTAGE OF
SEGMENT OPERATING COMPANIES 1998 SALES
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<S> <C> <C>
Electronics and Teledyne Electronic Technologies 44%
Communications
Systems Engineering Teledyne Brown Engineering 29%
Solutions
Aerospace Engines and Teledyne Continental Motors 27%
Components Teledyne Cast Parts
</TABLE>
Electronics and Communications
Our Electronics and Communications segment, through Teledyne Electronic
Technologies, applies proprietary technology, advanced software and hardware
design skills and manufacturing capabilities in three areas: Data Acquisition
and Communications Products; Precision Electronic Devices; and Electronic
Contract Manufacturing Services.
- Data Acquisition and Communications Products. With over 200 commercial
airline customers, we are one of the leading suppliers of systems that
collect and communicate essential performance data for the commercial
airline industry. We have provided these data acquisition systems for our
airline customers for over one-half of Boeing aircraft currently in
production. We were recently selected by Airbus Industrie's partner,
DaimlerChrysler Aerospace-Airbus, to provide our systems for certain of
its aircraft customers. Teledyne Technologies is also one of the largest
suppliers of air-to-ground telephony and facsimile and data transmission
products to the growing business and commuter aircraft market. We also
supply microwave power amplifiers used in satellite uplink transmitters
for corporate networking and mobile news gathering, and are developing
new products to support the growing market for high data rate broadband
communications, including Internet applications.
- Precision Electronic Devices. We develop and manufacture specialized
electronic components for demanding applications in the defense,
commercial aerospace,
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medical, instrumentation and industrial markets, where high performance
and reliability are of paramount importance. Our miniature
electromechanical relays are used to switch high-speed digital and
microwave signals in wireless systems, communication satellites,
semiconductor test equipment and other applications where maintenance of
signal fidelity is essential. We provide custom microelectronic modules
for high reliability applications ranging from fiber optic systems on the
International Space Station to life-sustaining medical devices such as
cardiac pacemakers. We also manufacture instruments designed to provide
the precise data that are essential for control of critical processes in
the semiconductor and petrochemical industries.
- Electronic Contract Manufacturing Services. We operate turnkey
manufacturing facilities in Tennessee, Mexico and Scotland for
low-to-moderate volume, technically-sophisticated products, ranging from
individual printed circuit board assemblies to complete electronic
systems. We manufacture subsystems used in such diverse products as
weapons release systems and medical magnetic resonance imaging systems.
We also support our customers with our patented REGAL(R) rigid-flex
technology, which combines rigid and flexible printed circuits into one
assembly that eliminates board-to-board connectors, resulting in improved
reliability and packaging density.
Systems Engineering Solutions
Our Systems Engineering Solutions segment, through Teledyne Brown
Engineering, offers a wide range of engineering solutions and information
services to government defense, aerospace and commercial customers. Our
solutions and services are focused on five areas: Aerospace Solutions, Defense
Solutions, Information Services, Environmental Solutions, and Enterprise Control
and Energy Products.
- Aerospace Solutions. We provide a broad range of highly-sophisticated
engineering solutions and services to U.S. space programs, including
mission planning, payload integration, launch and flight operations and
astronaut crew training for the Space Shuttle. We also provide various
solutions and services for the International Space Station.
- Defense Solutions. For over 45 years, we have played a key role in the
development of the U.S. defense systems. For ballistic missile defense
programs, we have provided solutions in systems engineering, integration,
and testing; real-time distributed testing and training; radar and
optical systems design; command center development; and intelligence
studies and threat analysis. We provide battle simulation software as
part of our role for the U.S. Ballistic Missile Defense Organization's
National Missile Defense program.
- Information Services. Our software products, most of which are certified
to ISO 9001, are used for highly diverse applications, such as
high-fidelity simulations, multi-media training, Internet website
development, distributed real-time testing, and command and control
centers.
- Environmental Solutions. We utilize our systems engineering solutions to
assist the U.S. Government in complying with terms of the Chemical
Weapons Convention Treaty. As the prime contractor for the U.S. Army's
Non-Stockpile Chemical Materiel
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Demilitarization program, we are designing, fabricating, integrating and
testing equipment to destroy chemical munitions.
- Enterprise Control and Energy Products. Our systems engineering
capabilities are applied to energy problems through a variety of services
and products. Our OpenVector(TM) supervisory control and data acquisition
systems are used for managing over half of the gas transportation
pipelines in the United States. We also manufacture low-power,
continuously-operating electrical generators.
Aerospace Engines and Components
Our Aerospace Engines and Components segment, through Teledyne Continental
Motors and Teledyne Cast Parts, focuses on the design, development and
manufacture of piston engines, turbine engines, electronic engine controls,
batteries and metal castings.
- Piston Engines. We design, develop and manufacture piston engines and
ignition systems for major general aviation airframe manufacturers and
provide spare parts and engine rebuilding services. Teledyne Continental
Motors piston engines have been powering airplanes for over 70 years. We
have built approximately one-half of the general aviation piston engines
currently in use in the United States. Our Aerosance unit has developed
the first full authority digital electronic controls for piston engines
to automate many functions, such as fuel flow, ignition and power
management, that currently require manual control. These controls are
currently undergoing FAA certification testing.
- Turbine Engines. We design, develop and manufacture small turbine
engines for missiles, unmanned air vehicles and military trainer
aircraft. Since the late 1950s, we have delivered over 20,000 of these
engines to defense contractors. Our engines power the HARPOON cruise
missile and other missile systems. We have recently been selected as the
sole source provider of engines to power the two new U.S. cruise missile
systems, the Joint Air to Surface Standoff Missile (JASSM) and the
Tactical Tomahawk Cruise Missile.
- Battery Products. Our Gill(R) line of lead acid batteries is recognized
as the premier dry-charged, starting and standby power source for general
aviation. We are focused on providing highly engineered battery products
in niche markets with favorable margins.
- Cast Parts. Teledyne Cast Parts offers a wide range of complex aluminum
and magnesium castings and nickel-based superalloy and stainless steel
castings to the aerospace and defense industries. Many of our castings
are used in specialized high pressure and high temperature applications
where precision and product reliability are critical.
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OUR COMPETITIVE STRENGTHS
We have developed a number of competitive strengths as we have grown to
become one of the leading developers of many of the high technology product
applications for the industries we serve. We believe that our competitive
strengths include the following:
- Product Innovation and Advanced Research and Development
- Highly Sophisticated Engineering Capabilities
- Widely-Recognized Brand Names
- Advanced Manufacturing Capabilities
- Established Customer and Regulatory Relationships
- Technically-Sophisticated Workforce and Extensive Intellectual Property
- Financial and Operating Discipline
OUR BUSINESS AND GROWTH STRATEGY
Our goal is to become the leading provider of specialized products, systems
engineering solutions and information services for a broad range of high
technology applications. Our core strategies for achieving our goal and growth
objectives are to:
- Focus on Operating Discipline and Manufacturing Excellence
- Leverage Niche Market Leadership and Technical Expertise to Increase
Market Penetration
- Accelerate Introduction of Innovative High-Margin Products and Services
- Capitalize on Synergies to Enter New Markets
- Enhance and Strengthen Customer and Regulatory Relationships
- Expand Value-Added Information Services
- Pursue Selected Acquisitions and Strategic Alliances
QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF
Why are we being spun-off by
ATI? After a strategic review initiated in 1998,
ATI concluded that certain of its aerospace
and electronics businesses, which will
comprise our company, would be able to grow
faster and more effectively as a separate
company. As a separate company, we will be
better able to focus on our own strategic
priorities and have more efficient access to
the capital markets than we could as part of
ATI. The operations included in Teledyne
Technologies are a group of high technology
businesses that have critical mass and
shared core competencies, are strategically
complementary and have the potential for
profitable growth.
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<PAGE> 12
We believe that the spin-off will enable our
businesses to expand and grow more quickly
and efficiently in the following ways:
- Our high technology businesses have
different fundamentals, growth
characteristics and strategic priorities
than the specialty metals businesses
conducted by ATI. The separation of our
businesses from those of ATI will enable
us to focus on our own strategic
priorities, which should increase our
ability to capitalize on growth
opportunities for our businesses and
enhance our ability to respond more
quickly to changes in the
technically-sophisticated markets that we
serve.
- The spin-off will enable us to have direct
access to the capital markets. We intend
to raise our own equity capital that we
will use: to expand our businesses by
accelerating new higher-margin product
introductions through increased research
and development investment; to expand upon
our extensive data acquisition and systems
engineering capabilities to provide
value-added information services to
broaden and deepen our market penetration;
to further develop our manufacturing
capabilities; and to pursue selected
acquisitions.
- The spin-off will enable us to recruit,
retain and motivate key employees by
providing them with stock-based
compensation incentives directly tied to
the success of our businesses.
What will I receive in the
spin-off? ATI will distribute one share of our common
stock for every seven shares of ATI common
stock you owned as of , 1999.
For example, if you own 100 shares of ATI
common stock, you will receive 14 whole
shares of our common stock and cash instead
of the fractional share. You will continue
to own your ATI stock. ATI intends to effect
a one-for-two reverse split of its common
stock immediately after the spin-off. The
ATI reverse split will have no effect on
Teledyne Technologies common stock or the
distribution ratio for the spin-off.
What do I have to do to
participate in
the spin-off? Nothing. No stockholder vote is required for
the spin-off.
How will ATI distribute Teledyne
Technologies common stock to
me? Prior to the spin-off, ATI will deliver all
outstanding shares of Teledyne Technologies
common stock to the distribution agent for
distribution. As promptly as practicable
after the spin-off, the distribution
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<PAGE> 13
agent will mail certificates for whole
shares of Teledyne Technologies common stock
to ATI stockholders of record on ,
1999.
What is the record date? The record date is , 1999.
What if I hold my shares of ATI
stock through my stockbroker,
bank or other nominee? If you hold your shares of ATI stock through
your stockbroker, bank or other nominee, you
are probably not a stockholder of record and
your receipt of Teledyne Technologies common
stock depends on your arrangements with the
nominee that holds your shares of ATI stock
for you. We anticipate that stockbrokers,
banks and other nominees generally will
credit their customers' accounts with
Teledyne Technologies common stock on or
about , 1999, but you should
check with your stockbroker, bank or other
nominee. Following the spin-off you may
instruct your stockbroker, bank or other
nominee to transfer your shares of Teledyne
Technologies common stock into your own
name.
How will you treat fractional
shares? If you are otherwise entitled to receive a
fractional share of Teledyne Technologies
common stock you will receive cash instead
of the fractional share. Fractional shares
will be aggregated and sold by the
distribution agent, which will distribute to
you your portion of the cash proceeds
promptly after the spin-off. No interest
will be paid on any cash distributed instead
of fractional shares.
What is Teledyne Technologies'
dividend policy? We currently anticipate that no cash
dividends will be paid on Teledyne
Technologies common stock in the foreseeable
future in order to conserve cash for use in
our businesses, including possible future
acquisitions. Also, our current credit
facility will limit our ability to pay
dividends. Our board of directors will
periodically re-evaluate this dividend
policy taking into account our operating
results, capital needs, the terms of our
credit facility and other factors.
How does Teledyne Technologies
common stock differ from ATI
common stock? Teledyne Technologies common stock and ATI
common stock will be different securities
and will not trade or be valued alike.
Teledyne Technologies and ATI will be
separate companies with different
management, fundamentals, growth
characteristics and strategic priorities.
However, as with ATI common stock, Teledyne
Technologies common stock will have the
following characteristics:
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- be fully paid and nonassessable;
- have one vote per share, with no right to
cumulate votes;
- carry no preemptive rights; and
- be accompanied by Preferred Share Purchase
Rights.
How will Teledyne Technologies
common stock trade? Teledyne Technologies common stock will be
listed on the New York Stock Exchange under
the symbol "TDY." We expect that regular
trading of our common stock will begin on
, 1999. A temporary form of
interim trading called "when-issued trading"
may occur for our common stock on or before
, 1999 and continue through
, 1999. If when-issued trading
occurs, the listing for Teledyne
Technologies common stock will be
accompanied by the letters "wi" on the New
York Stock Exchange. If when-issued trading
develops, you will be able to buy Teledyne
Technologies common stock in advance of the
, 1999 spin-off and you may
sell Teledyne Technologies common stock in
advance of such date on a when-issued basis.
How will ATI common stock trade? ATI common stock will continue to trade on a
"regular way" basis and may also trade on a
when-issued or ex-distribution basis,
reflecting an assumed value for ATI common
stock after giving effect to the spin-offs
of Teledyne Technologies and Water Pik
Technologies, Inc. When-issued or
ex-distribution trading in ATI common stock,
if available, could last from on or before
, 1999 through ,
1999.
Is the spin-off taxable for
United States federal income
tax purposes? No. ATI has received a tax ruling from the
Internal Revenue Service stating that the
spin-off will be tax-free to ATI and to
ATI's stockholders. The continuing validity
of the IRS tax ruling is subject to various
factual representations and assumptions,
including the completion of a public
offering of our common stock within one year
of the spin-off. See "Risk Factors" and "The
Spin-Off -- Material Federal Income Tax
Consequences of the Spin-Off."
Will we be related to ATI in any
way after the spin-off? ATI will not own any of our common stock
after the spin-off.
Until the third annual meeting of our
stockholders held after the spin-off, at
least a majority of the members of our Board
of Directors will also be members of the
Board of Directors of ATI.
10
<PAGE> 15
We will enter into the following agreements
with ATI prior to the spin-off:
- A Separation and Distribution Agreement,
which provides for the various corporate
transactions required to separate our
businesses from other businesses of ATI
and governs various relationships and
circumstances that may arise between us
after the spin-off;
- An Employee Benefits Agreement, which
contains various agreements between ATI
and us concerning employees, pension and
employee benefit plans and other
compensation arrangements for current and
former employees of our businesses;
- A Tax Sharing and Indemnification
Agreement allocating certain federal,
state, local and foreign tax
responsibilities and liabilities between
ATI and us;
- An Interim Services Agreement under which
ATI will provide various services to us
for limited periods of time following the
spin-off; and
- A Trademark License Agreement under which
an affiliate of ATI will grant Teledyne
Technologies an exclusive license to use
the "Teledyne" name and related logos,
symbols and marks in connection with
Teledyne Technologies operations after the
spin-off, which license will include
Teledyne Technologies' option to purchase,
on the fifth anniversary of the spin-off,
all rights and interests in the Teledyne
name and related logos, symbols and marks.
See "Arrangements with ATI Relating to the
Spin-Off."
Are there any risks entailed in
owning
our stock? Yes. Stockholders should consider carefully
the matters discussed in the section of this
Information Statement called "Risk Factors."
How can I obtain information
about
the separate spin-off of ATI's
Consumer segment? You will be provided with a separate
Information Statement describing the
spin-off of Water Pik Technologies, Inc.
WHAT WE HAVE ALREADY DONE IN PREPARATION FOR THE SPIN-OFF
Board Appointments As of the date of the spin-off, the Board of
Directors will consist of at least eight
members. Our initial directors will be
Robert P. Bozzone, Paul S.
11
<PAGE> 16
Brentlinger, Frank V. Cahouet, Thomas A.
Corcoran, Diane C. Creel, C. Fred Fetterolf
and Charles J. Queenan, Jr., all of whom are
also directors of ATI, as well as Robert
Mehrabian, our President and Chief Executive
Officer. Until the third annual meeting of
our stockholders held after the spin-off, at
least a majority of our directors will also
be members of the Board of Directors of ATI.
Senior Management Appointments Dr. Robert Mehrabian is our President and
Chief Executive Officer. He has been the
President and Chief Executive Officer of
ATI's Aerospace and Electronics segment
since July 1999. Dr. Mehrabian has served
ATI in various senior executive capacities
since July 1997. Prior to that, he served as
President of Carnegie Mellon University.
Stefan C. Riesenfeld is our Executive Vice
President and Chief Financial Officer. He
joined ATI in August 1999 as Executive Vice
President and Chief Financial Officer of
ATI's Aerospace and Electronics segment in
anticipation of the spin-off. From 1996 to
May 1999 he was Chief Financial Officer of
ICL, PLC, a global information systems and
services company based in London, England.
From 1983 to 1996, he was with Unisys
Corporation where he served as Vice
President and Corporate Treasurer from 1989.
John T. Kuelbs is our Senior Vice President,
General Counsel and Secretary. He joined
ATI's Aerospace and Electronics segment in
October 1999. Mr. Kuelbs was Senior Vice
President -- Acquisition Policy for Raytheon
Company from November 1998 to September 1999
and Senior Vice President -- Legal of
Raytheon Systems Company from January 1998
to November 1998. Before Raytheon's
acquisition of Hughes Aircraft Company, Mr.
Kuelbs spent 17 years at Hughes Aircraft
Company where he served as Senior Vice
President, General Counsel and Secretary
from 1994 to 1998.
New Credit Facility ATI has established a five-year, $200
million revolving credit facility. Prior to
the spin-off, ATI will use $100 million of
borrowings under this credit facility to
repay certain of its debt obligations and we
will assume the repayment obligations for
those borrowings. Following that assumption,
we will have $100 million of borrowing
availability remaining under the credit
facility, subject to the terms of the
facility.
12
<PAGE> 17
WHO CAN HELP ANSWER YOUR QUESTIONS
Stockholders of ATI with questions relating to the spin-off should contact:
Richard J. Harshman
Vice President, Investor Relations
and Corporate Communications
Allegheny Teledyne Incorporated
1000 Six PPG Place
Pittsburgh, Pennsylvania 15222-5479
(412) 394-2861
The distribution agent for our common stock in the spin-off and the
transfer agent and registrar for our common stock after the spin-off is:
ChaseMellon Shareholder Services L.L.C.
85 Challenger Road
Overpeck Centre
Ridgefield Park, New Jersey 07660
1-888-540-9867
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<PAGE> 18
HISTORICAL SELECTED COMBINED FINANCIAL DATA
The following table summarizes certain selected combined financial data for
Teledyne Technologies. The income statement data for each of the three years
ended December 31, 1998, 1997 and 1996 and the balance sheet data at December
31, 1998 and 1997 set forth below are derived from audited combined financial
statements of Teledyne Technologies. The income statement data for the nine
months ended September 30, 1999 and 1998, and the years ended December 31, 1995
and 1994 and the balance sheet data at September 30, 1999 and 1998 and December
31, 1996, 1995 and 1994 set forth below are derived from unaudited combined
financial statements of Teledyne Technologies.
The historical selected combined financial data are not necessarily
indicative of the results of operations or financial position that would have
occurred if Teledyne Technologies had been a separate, independent company
during the periods presented, nor are they indicative of our future performance.
Such historical data should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and our combined
financial statements and related notes included in this Information Statement.
Per share data has not been presented because Teledyne Technologies was not a
publicly held company during the periods presented.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER 30, YEARS ENDED DECEMBER 31,
------------------- ----------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
-------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Sales................ $602,978 $588,690 $780,393 $756,601 $716,400 $680,475 $667,663
Net income........... $ 35,835 $ 37,803 $ 48,717 $ 41,624 $ 40,695 $ 30,850 $ 36,398
Working capital...... $ 93,085 $ 83,591 $ 78,568 $ 87,653 $104,184 $ 92,814 $ 68,896
Total assets......... $277,497 $255,850 $250,819 $255,366 $252,961 $234,301 $217,610
Stockholder's
equity............. $126,370 $109,057 $106,402 $109,365 $128,018 $115,168 $ 99,337
</TABLE>
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<PAGE> 19
PRO FORMA SELECTED CONSOLIDATED FINANCIAL DATA
The pro forma selected consolidated financial data set forth below are
derived from the unaudited pro forma consolidated financial information included
in this Information Statement. The pro forma data do not represent what our
financial position or results of operation would have been had we operated as a
separate, independent public company, nor do they give effect to any events
other than those discussed in the related notes. The pro forma data also do not
project our financial position or results of operations as of any future date or
for any future period.
The capital structure that existed when our businesses operated as a part
of ATI is not relevant because it does not reflect our expected future capital
structure as a separate, independent public company. The basic weighted average
shares outstanding were calculated by applying the distribution ratio (one share
of Teledyne Technologies common stock for every seven shares of ATI common
stock) to ATI's basic weighted average shares outstanding during each period.
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 1999 DECEMBER 31, 1998
------------------ -----------------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C>
Sales...................................... $602,978 $780,393
Net income................................. $ 29,227 $ 39,768
Basic earnings per share................... $ 1.06 $ 1.41
Weighted average shares
outstanding -- basic..................... 27,481 28,107
Diluted earnings per share................. $ 1.06 $ 1.41
Weighted average shares
outstanding -- diluted................... 27,507 28,134
Working capital............................ $ 93,085
Total assets............................... $294,505
Long-term debt............................. $100,000
Stockholders' equity....................... $ 13,062
</TABLE>
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<PAGE> 20
RISK FACTORS
You should carefully consider all the information we have included in this
Information Statement. In particular, you should carefully consider the risk
factors described below. In addition, please read "Cautionary Statement as to
Forward-Looking Statements" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" where we describe additional
uncertainties associated with our business and certain forward-looking
statements included in this Information Statement.
WE MAY BE UNABLE TO SUCCESSFULLY INTRODUCE NEW AND ENHANCED PRODUCTS IN A TIMELY
AND COST-EFFECTIVE MANNER.
Our operating results will depend in part on our ability to introduce new
and enhanced products on a timely basis. Successful product development and
introduction depends on numerous factors, including our ability to anticipate
customer and market requirements, changes in technology and industry standards,
our ability to differentiate our offerings from offerings of our competitors,
and market acceptance.
We may not be able to develop and introduce new or enhanced products in a
timely and cost-effective manner or to develop and introduce products that
satisfy customer requirements. Our new products also may not achieve market
acceptance or correctly anticipate new industry standards and technological
changes.
TECHNOLOGICAL CHANGE COULD CAUSE CERTAIN OF OUR PRODUCTS OR SERVICES TO BECOME
OBSOLETE OR NON-COMPETITIVE.
The markets for a number of our products and services are generally
characterized by rapid technological development, evolving industry standards,
changes in customer requirements and new product introductions and enhancements.
A faster than anticipated change in one or more of the technologies related to
our products or services or in market demand for products or services based on a
particular technology could result in faster than anticipated obsolescence of
certain of our products or services and could have a material adverse effect on
our business, results of operation and financial condition. Currently accepted
industry standards are also subject to change, which may contribute to the
obsolescence of our products or services.
OUR DEPENDENCE ON REVENUE FROM GOVERNMENT CONTRACTS SUBJECTS US TO THE RISK THAT
WE MAY NOT BE SUCCESSFUL IN BIDDING FOR FUTURE CONTRACTS AND THAT GOVERNMENT
FUNDING FOR THESE CONTRACTS MAY BE DELAYED OR CONTINUE TO DECREASE.
We perform work on a number of contracts with the Department of Defense and
other agencies and departments of the U.S. Government. Sales under contracts
with the U.S. Government as a whole, including sales under contracts with the
Department of Defense, as prime or subcontractor, represented approximately 40%
of our total revenue for 1998. Performance under government contracts has
certain inherent risks that could have a material effect on our business,
results of operations and financial condition.
Government contracts are conditioned upon the continuing availability of
Congressional appropriations. Congress typically appropriates funds for a given
program on a fiscal-year basis even though contract performance may take more
than one year. As a result, at the beginning of a major program, a contract is
typically only partially funded, and additional monies are normally committed to
the contract by the procuring agency only as appropriations are made by Congress
for future fiscal years.
The overall U.S. military budget declined in real dollars from the
mid-1980's through the early 1990's. Although U.S. military budgets have
stabilized in recent years, future levels of defense spending cannot be
predicted. Delays or further declines in U.S. military expenditures could
adversely affect our business, results of operations and financial condition,
depending upon the programs affected, the timing and size of the changes and our
ability to offset the impact with new business or cost reductions.
Most of our U.S. Government contracts are subject to termination by the
U.S. Government
16
<PAGE> 21
either at its convenience or upon the default of the contractor.
Termination-for-convenience provisions provide only for the recovery of costs
incurred or committed, settlement expenses, and profit on work completed prior
to termination. Termination-for-default imposes liability on the contractor for
excess costs incurred by the U.S. Government in procuring undelivered items from
another source.
We obtain many U.S. Government prime and subcontracts through the process
of competitive bidding. We may not be successful in having our bids accepted. In
addition, contracts may not be profitable.
A number of our U.S. Government prime and subcontracts are fixed price-type
contracts (69% in 1998). Under these types of contracts, we bear the inherent
risk that actual performance cost may exceed the fixed contract price. This is
particularly true where the contract was awarded and the price finalized in
advance of final completion of design. We believe that the U.S. Government is
increasingly requesting proposals for fixed price-type contracts.
We, like other government contractors, are subject to various audits,
reviews and investigations (including private party "whistleblower" lawsuits)
relating to our compliance with federal and state laws. In addition, we have a
compliance program designed to surface issues that may lead to voluntary
disclosures to the U.S. Government. Generally, claims arising out of these U.S.
Government inquiries and voluntary disclosures can be resolved without resorting
to litigation. However, should the business unit or division involved be charged
with wrongdoing, or should the U.S. Government determine that the unit or
division is not a "presently responsible contractor," that unit or division, and
conceivably our company as a whole, could be temporarily suspended or, in the
event of a conviction, could be debarred for up to three years from receiving
new government contracts or government-approved subcontracts. In addition, we
could expend substantial amounts in defending against such charges and in
damages, fines and penalties if such charges are proven or result in negotiated
settlements.
WE MAY NOT HAVE SUFFICIENT RESOURCES TO FUND PLANNED OR NECESSARY RESEARCH AND
DEVELOPMENT, CAPITAL EXPENDITURES AND POSSIBLE ACQUISITIONS.
In order to remain competitive, we must make substantial investments in
research and development to develop new and enhanced products and continuously
upgrade our process technology and manufacturing capabilities.
Although we believe that anticipated cash flows from operations and
available borrowings under the Credit Facility will be sufficient to satisfy our
working capital and normal operating requirements, we cannot fund our planned
research and development, capital investment programs and possible acquisitions
without additional financing. Our ability to raise additional capital will
depend on a variety of factors, some of which will not be within our control,
including investor perceptions of us, our businesses and the industries in which
we operate, and general economic and market conditions. We may be unable to
successfully raise needed capital and the amount of net proceeds that will be
available to us may not be sufficient to meet our needs. Failure to successfully
raise needed capital on a timely or cost-effective basis could have a material
adverse effect on our business, results of operations and financial condition.
IF WE FAIL TO UNDERTAKE A PUBLIC OFFERING OF OUR COMMON STOCK WITHIN ONE YEAR
FOLLOWING THE SPIN-OFF, WE WILL BE IN BREACH OF OUR AGREEMENTS WITH ATI.
ATI has received a tax ruling from the IRS stating in principle that the
spin-off will be tax-free to ATI and to ATI's stockholders. One of the
assumptions underlying the tax ruling is that we will undertake a public
offering of our common stock within one year following the spin-off and use the
anticipated gross proceeds of approximately $125 million (less associated costs)
for research and development and related capital projects, for the further
development of our manufacturing capabilities and for acquisitions and/or joint
ventures. Pursuant to the Separation and Distribution Agreement and the Tax
Sharing and Indemnification Agreement, we have also agreed with ATI to undertake
such a public
17
<PAGE> 22
offering. Our failure to do so would be a breach of those agreements and subject
us to substantial liabilities.
WE SELL PRODUCTS AND SERVICES TO CUSTOMERS IN INDUSTRIES WHICH ARE CYCLICAL AND
SENSITIVE TO CHANGES IN GENERAL ECONOMIC ACTIVITY.
We derive significant revenues from the commercial aerospace industry.
Domestic and international commercial aerospace markets are cyclical in nature.
Historic demand for new commercial aircraft has been related to the stability
and health of domestic and international economies. Delays or changes in
aircraft and component orders could impact the future demand for our products
and have a material adverse effect on our business, results of operations and
financial condition.
In addition, we sell products and services to customers in industries that
are sensitive to the level of general economic activity and in mature industries
that are sensitive to capacity. Adverse economic conditions affecting these
industries may reduce demand for our products and services, which may reduce our
profits, or our production levels, or both.
PRODUCT LIABILITY CLAIMS OR RECALLS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
REPUTATION, BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
As a manufacturer and distributor of various products, our results of
operations are susceptible to adverse publicity regarding the quality or safety
of our products. In part, product liability claims challenging the safety of our
products may result in a decline in sales for a particular product which could
adversely affect our results of operations. This could be true even if the
claims themselves are proven to not be true or settled for immaterial amounts.
While we will have general liability and other insurance policies
concerning product liabilities, we will have self-insured retentions or
deductibles under such policies with respect to a portion of these liabilities.
For example, our annual self-insured retention for general aviation aircraft
liabilities incurred in connection with products manufactured by Teledyne
Continental Motors is $10 million.
Product recalls could also have a material adverse effect on our business,
results of operations and financial condition. For example, in the second
quarter of 1999, Teledyne Continental Motors engaged in a product recall of
piston engines produced in 1998, which had an adverse effect on our recent
financial performance. Product recalls have the potential for tarnishing a
company's reputation and could have a material adverse effect on the sales of
our products.
We cannot assure you that we will not have additional product liability
claims or that we will not recall any additional products.
WE ARE SUBJECT TO THE RISKS ASSOCIATED WITH INTERNATIONAL SALES.
During 1998, international sales accounted for approximately 22% of our
total revenues. We anticipate that future international sales will continue to
account for a significant percentage of our revenues. Risks associated with
these sales include:
- - political and economic instability;
- - export controls;
- - changes in legal and regulatory requirements;
- - U.S. and foreign government policy changes affecting the markets for our
products;
- - changes in tax laws and tariffs;
- - the impact of the transition to a common European currency;
- - convertibility and transferability of international currencies; and
- - exchange rate fluctuations (which may affect sales to international customers
and the value of and profits earned on international sales when converted into
dollars).
Any of these factors could have a material adverse effect on our business,
results of opera-
18
<PAGE> 23
tions and financial condition. Recent weak conditions in Asian economies have
affected our results of operations adversely. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
OUR INABILITY TO ATTRACT AND RETAIN KEY PERSONNEL COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR FUTURE SUCCESS.
Our future success depends to a significant extent upon the continued
service of our executive officers and other key management and technical
personnel and on our ability to continue to attract, retain and motivate
qualified personnel. The loss of the services of one or more of our key
employees or our failure to attract, retain and motivate qualified personnel
could have a material adverse effect on our business, financial condition and
results of operations. In particular, the loss of the services of Dr. Robert
Mehrabian, our President and Chief Executive Officer, could materially and
adversely affect us.
ACQUISITIONS INVOLVE INHERENT RISKS THAT MAY ADVERSELY AFFECT OUR OPERATING
RESULTS AND FINANCIAL CONDITION.
Our growth strategy includes possible acquisitions. Acquisitions involve
various inherent risks, such as:
- - our ability to assess accurately the value, strengths, weaknesses, contingent
and other liabilities and potential profitability of acquisition candidates;
- - the potential loss of key personnel of an acquired business;
- - our ability to integrate acquired businesses and to achieve identified
financial and operating synergies anticipated to result from an acquisition;
and
- - unanticipated changes in business and economic conditions affecting an
acquired business.
PROVISIONS OF OUR GOVERNING DOCUMENTS, APPLICABLE LAW AND THE TAX SHARING AND
INDEMNIFICATION AGREEMENT COULD MAKE AN ACQUISITION OF TELEDYNE TECHNOLOGIES
MORE DIFFICULT.
Our Certificate of Incorporation, Bylaws and Rights Agreement, and the
General Corporation Law of the State of Delaware (the "DGCL") contain several
provisions that could make the acquisition of control of Teledyne Technologies
in a transaction not approved by our board of directors more difficult. See
"Description of Our Capital Stock -- Rights Plan," "-- Certain Provisions of Our
Governing Documents," and "-- Anti-takeover Legislation." Certain tax aspects of
the spin-off could also discourage an acquisition of control of Teledyne
Technologies for some period of time. For example, the acquisition of Teledyne
Technologies by a third party during the two-year period following the spin-off
could result in the spin-off not qualifying as a tax-free distribution within
the meaning of Section 355 of the Internal Revenue Code and trigger
indemnification obligations of Teledyne Technologies under the Tax Sharing and
Indemnification Agreement. See "Arrangements with ATI Relating to the
Spin-Off -- Tax Sharing and Indemnification Agreement."
IF WE ARE UNABLE TO MANAGE THE YEAR 2000 TRANSITION, OUR BUSINESS, RESULTS OF
OPERATIONS AND FINANCIAL CONDITION WILL BE ADVERSELY AFFECTED.
We are in the final stages of implementing plans to address issues related
to the impact of the Year 2000 on our products, business systems,
infrastructure, manufacturing systems and suppliers. The estimated costs
associated with these efforts continue to be evaluated based on actual
experience.
While we believe, based on available information, that we will be able to
manage the Year 2000 transition without any material adverse effect on our
business, results of operations and financial condition, there can be no
assurance that this will be the case. In addition, we may be adversely affected
by the failure of suppliers, customers and federal, state, local and
international governments to address Year 2000 issues affecting their systems.
19
<PAGE> 24
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Year 2000 Readiness Disclosure."
COMPLIANCE WITH INCREASING ENVIRONMENTAL REGULATIONS AND THE EFFECTS OF
POTENTIAL ENVIRONMENTAL LIABILITIES COULD HAVE A MATERIAL ADVERSE FINANCIAL
EFFECT ON US.
We, like other industry participants, are subject to various federal,
state, local and international environmental laws and regulations. We may be
subject to increasingly stringent environmental standards in the future. Future
developments, administrative actions or liabilities relating to environmental
matters could have a material adverse effect on our business, results of
operations or financial condition.
Some of our businesses work with highly dangerous substances which require
heightened standards of care. For example, as the prime contractor for the U.S.
Army's Non-Stockpile Chemical Materiel Demilitarization program, we are
responsible for the destruction of small caches of chemical munitions and
materiel located in over 30 states. The destruction of chemical weapons is an
inherently dangerous activity. Although we have not experienced any accidents or
other adverse consequences as a result of our participation in this program, we
cannot assure you that we will not experience any problems in the future.
INCREASING COMPETITION COULD REDUCE THE DEMAND FOR OUR PRODUCTS AND SERVICES.
Although we have certain advantages that we believe help us compete in our
markets, each of our markets is highly competitive. Many of our competitors
have, and potential competitors could have, greater name recognition, a larger
installed base of products, more extensive engineering, manufacturing, marketing
and distribution capabilities and greater financial, technological and personnel
resources than we do. New or existing competitors may also develop new
technologies which could adversely affect the demand for our products and
services. Industry consolidation trends, particularly among aerospace and
defense contractors, could adversely affect demand for our products and services
if prime contractors seek to control more aspects of vertically-integrated
projects.
HAVING NO OPERATING HISTORY AS AN INDEPENDENT COMPANY MAKES IT DIFFICULT TO
PREDICT OUR PROFITABILITY AS A STAND-ALONE COMPANY.
We do not have an operating history as an independent company. Our
businesses have historically relied on ATI for various financial, managerial and
administrative services and have been able to benefit from the earnings,
financial resources, assets and cash flows of ATI's other businesses. After the
spin-off, ATI will only be obligated to provide us with the assistance and
services set forth in the Interim Services Agreement. See "Arrangements with ATI
Relating to the Spin-Off."
Following the spin-off, we will incur costs and expenses associated with
the management of a public company that we expect will be greater than the
amount reflected in our historical financial statements. We will also incur
interest expense and be subject to the other requirements associated with our
credit facility. While we have been profitable as part of ATI, there can be no
assurance that, as a stand-alone company, our future profits will be comparable
to historical operating results before the spin-off.
We also will need to dedicate significant managerial and other resources at
the corporate level to establish the infrastructure and systems necessary for us
to operate as an independent public company. While we believe that we have
sufficient management resources, we cannot assure you that this will be the case
or that we will successfully implement our operating and growth initiatives.
Failure to implement these initiatives successfully could have a material
adverse effect on our business, results of operations and financial condition.
20
<PAGE> 25
SINCE THERE HAS BEEN NO PRIOR MARKET FOR OUR COMMON STOCK IT IS IMPOSSIBLE TO
PREDICT THE PRICES AT WHICH OUR COMMON STOCK WILL TRADE IN THE OPEN MARKET.
There has been no prior trading market for our common stock, and we cannot
predict the prices at which trading in our common stock will occur after the
spin-off. The trading prices for our common stock could fluctuate significantly.
SUBSTANTIAL SALES OF OUR COMMON STOCK FOLLOWING THE SPIN-OFF OR THE PROSPECT OF
THE REQUIRED PUBLIC OFFERING COULD CAUSE A DECREASE IN THE MARKET PRICE OF OUR
COMMON STOCK.
Substantially all of the shares of our common stock distributed in the
spin-off will be eligible for immediate resale in the public market. In
transactions similar to the spin-off, it is not unusual for a significant
redistribution of shares to occur during the first few weeks or even months
following completion of the transaction because of the differing objectives and
strategies of investors, including mutual funds, who acquire shares of our
common stock in the transaction. In addition, the prospect of our being required
to undertake a public offering of our common stock within one year following the
spin-off may adversely affect the market price of our common stock.
Sales of substantial amounts of our common stock in the public market
following the spin-off, the perception that any redistribution has not been
completed, or the prospect of our having to undertake a public offering of our
common stock following the spin-off, could materially adversely affect the
market price of our common stock.
FAILURE OF REPRESENTATIONS AND ASSUMPTIONS UNDERLYING THE IRS TAX RULING COULD
CAUSE THE SPIN-OFF NOT TO BE TAX-FREE TO ATI OR TO ATI'S STOCKHOLDERS AND MAY
REQUIRE US TO INDEMNIFY ATI.
While the tax ruling relating to the qualification of the spin-off as a
tax-free distribution within the meaning of Section 355 of the Internal Revenue
Code generally is binding on the IRS, the continuing validity of the tax ruling
is subject to certain factual representations and assumptions, including the
assumption that we will complete a required public offering of our common stock
within one year following the spin-off, and use the anticipated gross proceeds
of approximately $125 million (less associated costs) for research and
development and related capital projects, for the further development of our
manufacturing capabilities and for acquisitions and/or joint ventures. ATI and
Teledyne Technologies are not aware of any facts or circumstances that would
cause such representations and assumptions to become untrue.
If the spin-off were not to qualify as a tax-free distribution within the
meaning of Section 355 of the Code, ATI would recognize taxable gain generally
equal to the amount by which the fair market value of the Teledyne Technologies
common stock distributed to ATI's stockholders exceeded the tax basis in our
assets. In addition, the distribution of our common stock to each ATI
stockholder would generally be treated as taxable in an amount equal to the fair
market value of the Teledyne Technologies common stock such stockholder
receives.
If the spin-off qualified as a distribution under Section 355 of the Code
but failed to be tax-free to ATI because of certain post-spin-off circumstances
(such as an acquisition of Teledyne Technologies) ATI would recognize taxable
gain as described above, but the distribution of our common stock in the
spin-off would generally be tax-free to each ATI stockholder.
The Tax Sharing and Indemnification Agreement provides that we will be
responsible for any taxes imposed on, or other amounts paid by, ATI, its agents
and representatives and its stockholders as a result of the failure of the
spin-off to qualify as a tax-free distribution within the meaning of Section 355
of the Code if the failure or disqualification is caused by certain
post-spin-off actions by or with respect to us (including our subsidiaries) or
our stockholders. For example, the acquisition of Teledyne Technologies by a
third party during the two-year period following the spin-off could cause such a
failure or disqualification. If any of the taxes or other
21
<PAGE> 26
amounts described above were to become payable by us, the payment could have a
material adverse effect on our financial condition, results of operations and
cash flow and could exceed our net worth by a substantial amount. See
"Arrangements with ATI Relating to the Spin-Off -- Tax Sharing and
Indemnification Agreement."
CAUTIONARY STATEMENT AS TO FORWARD-LOOKING STATEMENTS
We caution you that this document contains disclosures which are
forward-looking statements. All statements regarding ATI's or Teledyne
Technologies' expected future financial position, results of operations, cash
flows, dividends, financing plans, business strategy, budgets, projected costs
or cost savings, capital expenditures, competitive positions, continuation or
expansion of government programs, growth opportunities for existing products or
products under development, benefits from new technology, plans and objectives
of management for future operations and markets for stock are forward-looking
statements. In addition, forward-looking statements include statements in which
we use words such as "expect," "believe," "anticipate," "intend," or similar
expressions. Although we believe the expectations reflected in such
forward-looking statements are based on reasonable assumptions, we cannot assure
you that these expectations will prove to have been correct, and actual results
may differ materially from those reflected in the forward-looking statements.
Factors that could cause our actual results to differ from the expectations
reflected in the forward-looking statements in this document include those set
forth in "Risk Factors."
Neither Teledyne Technologies nor ATI has any intention of or obligation to
update the forward-looking statements, even if new information, future events or
other circumstances make them incorrect or misleading.
THE SPIN-OFF
REASONS FOR THE SPIN-OFF
After a strategic review initiated in 1998, ATI concluded that certain of
its aerospace and electronics businesses, which will comprise our company, would
be able to grow faster and more effectively as a separate, independent company.
As a separate, independent company, we will be better able to focus on our own
strategic priorities and have more efficient access to the capital markets than
we could as part of ATI. The operations included in Teledyne Technologies are a
group of high technology businesses that have critical mass and shared core
competencies, are strategically complementary and have the potential for
profitable growth.
This Information Statement relates only to distribution of the common stock
of Teledyne Technologies. A separate Information Statement will be provided to
you regarding the spin-off of Water Pik Technologies, Inc.
We believe that the spin-off will enable our businesses to expand and grow
more quickly and efficiently in the following ways:
- - Our high technology businesses have different fundamentals, growth
characteristics and strategic priorities than the specialty metals businesses
conducted by ATI. The separation of our businesses from those of ATI will
allow us to focus on our own strategic priorities, which should increase our
ability to capitalize on growth opportunities for our businesses and enhance
our ability to respond more quickly to changes in the
technically-sophisticated markets that we serve.
- - The spin-off will enable us to have direct access to the capital markets to
finance the expansion of our businesses and support our future growth. More
specifically, we intend to raise our own equity capital:
- to accelerate new higher-margin product introductions through increased
research and development investment
22
<PAGE> 27
- to expand upon our extensive data acquisition and systems engineering
capabilities to provide value-added information services to broaden and
deepen our market penetration
- to further develop our manufacturing capabilities
- to pursue selected acquisitions
- - The spin-off will enable us to recruit, retain and motivate key employees by
providing them with stock-based compensation incentives directly tied to the
success of our businesses.
MANNER OF EFFECTING THE SPIN-OFF
ATI will effect the spin-off by distributing all issued and outstanding
shares of our common stock to holders of record of ATI common stock as of the
close of business on , 1999. The spin-off will be made on the basis
of one share of our common stock for every seven shares of ATI common stock
held.
Prior to the spin-off, ATI will deliver all outstanding shares of Teledyne
Technologies common stock to the distribution agent for distribution. As
promptly as practicable after the spin-off, the distribution agent will mail
certificates for whole shares of Teledyne Technologies common stock to ATI
stockholders of record on , 1999.
If a stockholder is otherwise entitled to receive a fractional share of
Teledyne Technologies common stock, that stockholder will instead receive cash
for that fractional share. The distribution agent will, promptly after the date
of the spin-off, aggregate all fractional share interests in Teledyne
Technologies common stock with those of other similarly situated stockholders
and sell such interests in Teledyne Technologies common stock in open market
transactions at then-prevailing prices. The distribution agent will have sole
discretion regarding when, how, through which broker (which will not be
affiliated with ATI or Teledyne Technologies) and at what prices to make such
sales. The distribution agent will distribute the cash proceeds to stockholders
entitled to such proceeds pro rata based upon their fractional interests in
Teledyne Technologies common stock. No interest will be paid on any cash
distributed instead of fractional shares. The distribution agent is not
affiliated with ATI or Teledyne Technologies.
No owner of ATI common stock will be required to pay any cash or other
consideration for shares of Teledyne Technologies common stock received in the
spin-off or to surrender or exchange any shares of ATI common stock to receive
shares of Teledyne Technologies common stock. The actual total number of shares
of Teledyne Technologies common stock to be distributed will depend on the
number of shares of ATI common stock outstanding on , 1999.
Participants in the ATI Investor Services Program will be credited with the
number of whole shares of Teledyne Technologies common stock distributed in the
spin-off in respect of the ATI common stock held in their accounts. Since an
Investor Services Program will not be established for our stockholders,
participants in the ATI program will receive certificates for the whole shares
of Teledyne Technologies common stock distributed to them in the spin-off and
cash instead of any fractional shares.
NO CONSIDERATION WILL BE PAID BY STOCKHOLDERS OF ATI FOR THE SHARES OF OUR
COMMON STOCK TO BE RECEIVED BY THEM IN THE SPIN-OFF. ATI STOCKHOLDERS WILL NOT
BE REQUIRED TO SURRENDER OR EXCHANGE SHARES OF ATI COMMON STOCK OR TAKE ANY
OTHER ACTION IN ORDER TO RECEIVE OUR COMMON STOCK.
RESULTS OF THE SPIN-OFF
After the spin-off, we will be a separate, independent public company. Our
management, fundamentals, growth characteristics and strategic priorities will
be different from those of ATI. ATI will have no interest in Teledyne
Technologies after the spin-off.
Concurrently with the spin-off, ATI will change its name to "Allegheny
Technologies Incorporated."
23
<PAGE> 28
The number and identity of our stockholders immediately after the spin-off
will be the same as the number and identity of ATI's stockholders at the close
of business on , 1999. Immediately after the spin-off, we expect to
have approximately 9,200 holders of record of our common stock and approximately
27,008,553 shares of our common stock outstanding, based on the number of record
stockholders and issued and outstanding shares of ATI common stock as of the
close of business on September 30, 1999 and on the distribution ratio of one
share of our common stock for every seven shares of ATI common stock owned by
ATI stockholders at that time.
As with ATI common stock, the shares of Teledyne Technologies common stock
will:
- - be fully paid and nonassessable;
- - have one vote per share, with no right to cumulate votes;
- - carry no preemptive rights; and
- - be accompanied by Preferred Share Purchase Rights.
The Teledyne Technologies common stock and the ATI common stock, however, will
be different securities and will not trade or be valued alike. See "Description
of Our Capital Stock."
Our common stock will be listed on the New York Stock Exchange under the
trading symbol "TDY."
The spin-off will not, in and of itself, affect the number of outstanding
shares of ATI common stock or the rights associated with these shares. ATI
intends to effect a one-for-two reverse split of its common stock immediately
following the spin-off. The ATI reverse stock split will have no effect on
Teledyne Technologies stock or the distribution ratio for the spin-off.
MATERIAL FEDERAL INCOME TAX
CONSEQUENCES OF THE SPIN-OFF
The following is a summary of the material United States Federal income tax
consequences of the spin-off. It is not intended to address the tax consequences
applicable to every stockholder. In particular, this summary does not cover
state, local, or international income and other tax consequences. Accordingly,
stockholders are strongly encouraged to consult their individual tax advisors
for information on the tax consequences applicable to their individual
situations.
ATI has received a tax ruling from the IRS that states that the spin-off
will qualify as a tax-free distribution under Section 355 of the Internal
Revenue Code. In accordance with this tax ruling:
- - No gain or loss will be recognized by ATI upon the distribution of Teledyne
Technologies common stock to ATI's stockholders.
- - No gain or loss will be recognized by ATI's stockholders as a result of your
receipt of our common stock in the spin-off except to the extent that you
receive cash instead of a fractional share.
- - If you receive cash instead of a fractional share of our common stock in the
spin-off, you will be treated as having received the fractional share in the
spin-off and then having sold the fractional share. Accordingly, you will
recognize gain or loss equal to the difference between the cash you receive
and the amount of tax basis allocable (as described below) to the fractional
share. The gain or loss will be capital gain or loss if you would have had the
fractional share as a capital asset.
- - Your tax basis in your ATI common stock will be apportioned among the ATI
common stock and the common stock of Teledyne Technologies and common stock of
Water Pik Technologies, Inc. you receive in the spin-offs on the basis of the
relative fair market values of the shares at the time of the spin-offs.
Promptly following the spin-off, ATI will send a letter to the holders of ATI
common stock who receive our common stock in the spin-off that will
24
<PAGE> 29
explain the allocation of tax basis among ATI common stock and the Teledyne
Technologies common stock and Water Pik common stock you receive in the
spin-offs.
- - The holding period of Teledyne Technologies common stock that you receive in
the spin-off will be the same as the holding period of ATI common stock with
respect to which you received our common stock so long as you hold the ATI
common stock as a capital asset on the date of the spin-off.
The tax ruling relating to the qualification of the spin-off as a tax-free
distribution within the meaning of Section 355 of the Internal Revenue Code
generally is binding on the IRS. However, the continuing validity of the tax
ruling is subject to certain factual representations and assumptions, including
our completion of a public offering of our common stock within one year of the
spin-off, and use of the anticipated gross proceeds of approximately $125
million (less associated costs) for research and development and related capital
projects, for the further development of our manufacturing capabilities and for
acquisitions and/or joint ventures, as well as the lack of a plan or intention
on the part of ATI or Teledyne Technologies to merge with any other corporation
or to sell assets otherwise than in the ordinary course of business, or (subject
to certain exceptions) to purchase shares of its outstanding stock.
If the spin-off were not to qualify as a tax-free distribution within the
meaning of Section 355 of the Code, ATI would recognize taxable gain generally
equal to the amount by which the fair market value of Teledyne Technologies
common stock distributed to ATI's stockholders exceeds the tax basis in our
assets. In addition, each ATI stockholder who receives our common stock in the
spin-off would generally be treated as having received a taxable distribution in
an amount equal to the fair market value of our common stock. If the spin-off
qualified under Section 355 of the Code but failed to be tax-free to ATI because
of certain post-spin-off circumstances, ATI would recognize taxable gain as
described above but the spin-off would generally be tax-free to each ATI
stockholder as described in the preceding paragraph. See "Risk Factors."
THE FOREGOING SUMMARIZES THE MATERIAL UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES OF THE SPIN-OFF UNDER CURRENT LAW. YOU SHOULD CONSULT YOUR TAX
ADVISOR AS TO THE PARTICULAR CONSEQUENCES OF THE SPIN-OFF TO YOU, INCLUDING THE
APPLICATION OF STATE, LOCAL AND INTERNATIONAL TAX LAWS, AND AS TO POSSIBLE
CHANGES IN TAX LAW THAT MAY AFFECT THE TAX CONSEQUENCES DESCRIBED ABOVE.
The Tax Sharing and Indemnification Agreement provides that we are not to
take any action inconsistent with, nor fail to take any action required by, the
request for the tax ruling or the tax ruling unless ATI has given its prior
written consent or, in certain circumstances, a supplemental ruling that permits
such action is obtained. The Tax Sharing and Indemnification Agreement also
provides that we will be responsible for any taxes imposed on, or amounts paid
by, ATI, its agents and representatives and its stockholders as a result of the
failure of the spin-off to qualify as a tax-free distribution within the meaning
of Section 355 of the Code if the failure or disqualification is attributable to
certain post-spin-off actions or failures to act by or with respect to us
(including our subsidiaries) or our stockholders, such as the acquisition of
Teledyne Technologies by a third party at a time and in a manner that would
cause such a failure or disqualification. See "Arrangements with ATI Relating to
the Spin-Off -- Tax Sharing and Indemnification Agreement."
LISTING AND TRADING OF OUR COMMON STOCK
Currently, there is no public market for our common stock. Our common stock
will be listed on the New York Stock Exchange under the trading symbol "TDY."
A temporary form of interim trading called "when-issued trading" may occur
for our common stock on or before , 1999 and continue through
, 1999. If when-issued trading occurs, the listing for Teledyne
Technologies common stock will be accompanied by the letters "wi" on the
25
<PAGE> 30
New York Stock Exchange. If when-issued trading develops, you will be able to
buy Teledyne Technologies common stock in advance of the , 1999
spin-off and you may sell Teledyne Technologies common stock in advance of such
date on a when-issued basis.
ATI common stock will continue to trade on a "regular way" basis and may
also trade on a when-issued or ex-distribution basis, reflecting an assumed
value for ATI common stock after giving effect to the spin-offs of Teledyne
Technologies and Water Pik Technologies, Inc. When issued or ex-distribution
trading in ATI common stock, if available, could last from on or before
, 1999 through , 1999.
Beginning on the first New York Stock Exchange trading day after the date
of the spin-off, we expect that ATI common stock will trade "regular way" only,
entitling the buyer to receive only ATI common stock.
Until our common stock is fully distributed and an orderly market develops,
the prices at which trading in our common stock occurs may fluctuate
significantly and may be lower or higher than the price that would be expected
for a fully-distributed issue. The prices at which our common stock will trade
following the spin-off will be determined by the marketplace and may be
influenced by many factors, including:
- - the depth and liquidity of the market for our common stock;
- - investor perceptions of us, our businesses and the industries in which we
operate;
- - our dividend policy;
- - our financial results; and
- - general economic and market conditions.
Substantially all of the shares of our common stock that are distributed in
the spin-off will be eligible for immediate resale. In transactions similar to
the spin-off, it is not unusual for a significant redistribution of shares to
occur during the first few weeks or even months following completion of the
transaction because of the differing objectives and strategies of investors who
acquire shares of our common stock in the transaction. We are not able to
predict whether substantial amounts of our common stock will be sold in the open
market following the spin-off or what effect these sales may have on prices at
which our common stock may trade. Sales of substantial amounts of our common
stock in the public market during this period, the perception that any
redistribution has not been completed or the prospect of our having to undertake
a public offering of our common stock following the spin-off could materially
adversely affect the market price of our common stock.
Generally, the shares of our common stock that are distributed in the
spin-off will be freely transferable, except for securities received by persons
deemed to be our "affiliates" under the Securities Act of 1933, as amended
("Securities Act"). Persons who may be deemed to be our affiliates after the
spin-off generally include individuals or entities that control, are controlled
by, or are in common control with us, including our directors. Persons who are
our affiliates will be permitted to sell shares of our common stock they receive
in the spin-off only pursuant to an effective registration statement under the
Securities Act or an exemption from the registration requirements of the
Securities Act, such as in accordance with the requirements of Rule 144 under
the Securities Act. Under Rule 144, an affiliate is entitled to sell a number of
shares within any three-month period that does not exceed the greater of 1% of
the then outstanding shares of common stock (approximately 270,086 shares
immediately after the spin-off based on the number of shares of ATI common stock
outstanding on September 30, 1999) or the average weekly trading volume of the
common stock on the New York Stock Exchange during the four calendar weeks
preceding the sale. The holder may only sell such shares through unsolicited
brokers' transactions. Sales under Rule 144 are also subject to certain
requirements pertaining to the manner of such sales, notices of such sales and
the availability of current public information concerning Teledyne Technologies.
26
<PAGE> 31
OUR HISTORICAL SELECTED FINANCIAL DATA
The following table summarizes certain selected combined financial data for
Teledyne Technologies. The income statement data for each of the three years
ended December 31, 1998, 1997 and 1996 and the balance sheet data at December
31, 1998 and 1997 set forth below are derived from audited combined financial
statements of Teledyne Technologies. The income statement data for the nine
months ended September 30, 1999 and 1998 and the years ended December 31, 1995
and 1994 and the balance sheet data at September 30, 1999 and 1998 and December
31, 1996, 1995 and 1994 set forth below are derived from unaudited combined
financial statements of Teledyne Technologies.
The historical selected combined financial data are not necessarily
indicative of the results of operations or financial position that would have
occurred if Teledyne Technologies had been a separate, independent company
during the periods presented, nor are they indicative of our future performance.
Such historical data should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and our combined
financial statements and related notes included in this Information Statement.
Per share data has not been presented because Teledyne Technologies was not a
publicly held company during the periods presented.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER 30, YEARS ENDED DECEMBER 31,
------------------- ----------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
-------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Sales......................... $602,978 $588,690 $780,393 $756,601 $716,400 $680,475 $667,663
Net income.................... $ 35,835 $ 37,803 $ 48,717 $ 41,624 $ 40,695 $ 30,850 $ 36,398
Working capital............... $ 93,085 $ 83,591 $ 78,568 $ 87,653 $104,184 $ 92,814 $ 68,896
Total assets.................. $277,497 $255,850 $250,819 $255,366 $252,961 $234,301 $217,610
Stockholder's equity.......... $126,370 $109,057 $106,402 $109,365 $128,018 $115,168 $ 99,337
</TABLE>
27
<PAGE> 32
OUR UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL INFORMATION
The following unaudited pro forma consolidated income statements for the
nine months ended September 30, 1999 and for the year ended December 31, 1998
and the unaudited pro forma consolidated balance sheet at September 30, 1999
present the combined results of operations and financial position of Teledyne
Technologies assuming that the transactions contemplated by the spin-off had
been completed as of the beginning of 1998 with respect to the pro forma
consolidated income statements for the nine months ended September 30, 1999 and
for the year ended December 31, 1998 and as of September 30, 1999 with respect
to the pro forma consolidated balance sheet. In the opinion of management, they
include all material adjustments necessary to reflect, on a pro forma basis, the
impact of transactions contemplated by the spin-off on the historical financial
information of Teledyne Technologies. The adjustments are described in the notes
to pro forma consolidated financial information and are set forth in the "Pro
Forma Adjustments" column.
The unaudited pro forma consolidated financial information of Teledyne
Technologies should be read in conjunction with the historical financial
statements of Teledyne Technologies and the related notes. The pro forma
financial information has been presented for informational purposes only and
does not reflect the results of operations or financial position of Teledyne
Technologies that would have occurred had Teledyne Technologies operated as a
separate, independent company for the periods presented. Actual results might
have differed from pro forma results if Teledyne Technologies had operated
independently. The pro forma financial information should not be relied upon as
being indicative of results Teledyne Technologies would have had or of future
results after the spin-off.
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<PAGE> 33
TELEDYNE TECHNOLOGIES INCORPORATED
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
TELEDYNE TELEDYNE
TECHNOLOGIES PRO FORMA TECHNOLOGIES
INCORPORATED ADJUSTMENTS INCORPORATED
------------ ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
Cash.................................... $ -- $ -- $ --
Accounts receivable................... 120,627 -- 120,627
Inventories........................... 53,852 -- 53,852
Deferred income taxes................. 18,855 -- 18,855
Prepaid expenses and other current
assets............................. 2,157 -- 2,157
-------- --------- --------
TOTAL CURRENT ASSETS............... 195,491 -- 195,491
Property, plant and equipment......... 50,453 -- 50,453
Deferred income taxes................. 17,232 8,456 25,688
Cost in excess of net assets
acquired........................... 9,201 -- 9,201
Other assets.......................... 5,120 8,552 13,672
-------- --------- --------
TOTAL ASSETS....................... $277,497 $ 17,008 $294,505
======== ========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable...................... $ 51,224 $ -- $ 51,224
Accrued liabilities................... 51,182 -- 51,182
-------- --------- --------
TOTAL CURRENT LIABILITIES 102,406 -- 102,406
Long-term debt........................ -- 100,000 100,000
Net unrecognized actuarial gains on
pension obligation................. -- 16,552 16,552
Accrued postretirement benefits....... 33,337 -- 33,337
Other long-term liabilities........... 15,384 13,764 29,148
-------- --------- --------
TOTAL LIABILITIES.................. 151,127 130,316 281,443
-------- --------- --------
STOCKHOLDERS' EQUITY:
Preferred stock, par value $0.01:
authorized -- 15,000,000 shares;
issued and outstanding -- none..... -- -- --
Common stock, par value $0.01:
authorized -- 125,000,000 shares;
issued and
outstanding -- 27,008,553 shares... -- 270 270
Additional paid-in capital............ -- 11,172 11,172
Net advances from (to) Allegheny
Teledyne Incorporated.............. 124,750 (124,750) --
Foreign currency translation gains.... 1,620 -- 1,620
-------- --------- --------
TOTAL STOCKHOLDERS' EQUITY......... 126,370 (113,308) 13,062
-------- --------- --------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY........................... $277,497 $ 17,008 $294,505
======== ========= ========
</TABLE>
See accompanying Notes to Unaudited Pro Forma Consolidated Financial
Information.
29
<PAGE> 34
TELEDYNE TECHNOLOGIES INCORPORATED
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
HISTORICAL TELEDYNE PRO FORMA TELEDYNE
TECHNOLOGIES PRO FORMA TECHNOLOGIES
INCORPORATED ADJUSTMENTS INCORPORATED
------------------- ----------- ------------------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
SALES.......................... $602,978 $ -- $602,978
Costs and expenses:
Cost of sales................ 442,146 -- 442,146
Selling, general and
administrative expenses... 100,500 5,220 105,720
Interest expense............. -- 6,038 6,038
-------- -------- --------
542,646 11,258 553,904
-------- -------- --------
Earnings before other income... 60,332 (11,258) 49,074
Other income................... 716 -- 716
-------- -------- --------
INCOME BEFORE INCOME TAXES..... 61,048 (11,258) 49,790
Provision for income taxes..... 25,213 (4,650) 20,563
-------- -------- --------
NET INCOME..................... $ 35,835 $ (6,608) $ 29,227
======== ======== ========
BASIC NET INCOME PER COMMON
SHARE........................ $ 1.06
========
DILUTED NET INCOME PER COMMON
SHARE........................ $ 1.06
========
</TABLE>
See accompanying Notes to Unaudited Pro Forma Consolidated Financial
Information.
30
<PAGE> 35
TELEDYNE TECHNOLOGIES INCORPORATED
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
HISTORICAL TELEDYNE PRO FORMA TELEDYNE
TECHNOLOGIES PRO FORMA TECHNOLOGIES
INCORPORATED ADJUSTMENTS INCORPORATED
------------------- ----------- ------------------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
SALES.......................... $780,393 $ -- $780,393
Costs and expenses:
Cost of sales................ 572,087 -- 572,087
Selling, general and
administrative expenses... 126,875 7,196 134,071
Interest expense............. -- 8,050 8,050
-------- -------- --------
698,962 15,246 714,208
-------- -------- --------
Earnings before other income... 81,431 (15,246) 66,185
Other income................... 1,562 -- 1,562
-------- -------- --------
INCOME BEFORE INCOME TAXES..... 82,993 (15,246) 67,747
Provision for income taxes..... 34,276 (6,297) 27,979
-------- -------- --------
NET INCOME..................... $ 48,717 $ (8,949) $ 39,768
======== ======== ========
BASIC NET INCOME PER COMMON
SHARE........................ $ 1.41
========
DILUTED NET INCOME PER COMMON
SHARE........................ $ 1.41
========
</TABLE>
See accompanying Notes to Unaudited Pro Forma Consolidated Financial
Information.
31
<PAGE> 36
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
NOTE 1.
The historical financial statements of Teledyne Technologies reflect
periods during which Teledyne Technologies did not operate as a separate,
independent company. Certain estimates, assumptions and allocations were made in
preparing such financial statements. Therefore, the historical financial
statements do not necessarily reflect the results of operations or financial
position that would have occurred had Teledyne Technologies been a separate,
independent company during the periods presented, nor are they indicative of
future performance.
Management believes that the estimates, assumptions and allocations made in
preparing the historical financial statements are reasonable.
NOTE 2.
The pro forma unaudited consolidated balance sheet was prepared assuming
the distribution occurred on September 30, 1999 and includes "Pro Forma
Adjustments" for transactions that occurred subsequent to September 30, 1999 as
follows:
(a) To record debt of $100,000,000 to be assumed by Teledyne
Technologies at the date of the spin-off.
(b) To record the transfer of net unrecognized actuarial gains on
pension obligation of $16,552,000 as of September 30, 1999 and the related
deferred tax effect of $6,419,000. The components of net unrecognized
actuarial gains on pension obligation are as follows:
<TABLE>
<S> <C>
Projected benefit obligation.... $361,593
Fair value of plan assets....... 420,352
--------
Funded status of plan -- plan
assets in excess of projected
benefit obligation............ 58,759
Unrecognized prior service
cost.......................... 15,956
Unrecognized transition
obligation.................... (12,744)
Unrecognized actuarial gains.... (78,523)
--------
Total net unrecognized actuarial
gains on pension obligation... $(16,552)
========
</TABLE>
(c) To record the transfer of worker's compensation and general
liability insurance reserves of $5,253,000 and the related deferred taxes
of $2,037,000.
(d) To record the transfer of deferred compensation long-term assets
of $8,552,000 and long-term liabilities of $8,511,000.
(e) To record the planned liquidation of the remaining investment by
ATI and the issuance of 27,008,553 shares of Teledyne Technologies common
stock.
The effect on income from the balance sheet transfers of the pension plan,
insurance reserves and deferred compensation plan is reflected in the historical
financial statements. See Note 7 of Notes to Combined Financial Statements.
NOTE 3.
Pro forma net income was adjusted to include interest expense and
commitment fees on the ATI revolving debt we will assume in the amount of
$6,038,000 before tax, or $3,544,000 after tax, for the nine months ended
September 30, 1999 and $8,050,000 before tax, or $4,725,000 after tax, for the
year ended December 31, 1998. Interest expense and commitment fees were
calculated assuming the $100,000,000 of assumed debt had been outstanding for
the entire period with an average interest rate of 7.7% based upon LIBOR plus
1.5% and commitment fees of 0.35% on the unused portion of the facility.
A 0.125% increase in the assumed interest rate on the revolving debt would
increase interest
32
<PAGE> 37
expense by $94,000 ($55,000 after tax) for the nine months ended September 30,
1999 and by $125,000 ($73,000 after tax) for the year ended December 31, 1998.
In addition, pro forma net income was adjusted to include additional
corporate expenses of $5,220,000 and $7,196,000 before tax for the nine months
ended September 30, 1999 and the year ended December 31, 1998, respectively.
These expenses in combination with the corporate expenses allocated for
historical purposes ($6,030,000 and $7,804,000 for the nine months ended
September 30, 1999 and the year ended December 31, 1998, respectively),
represent what management believes to be the reasonable corporate expenses of
Teledyne Technologies had it operated as a separate stand alone company during
the periods presented. We determined the additional corporate expenses for the
periods presented by estimating the number, seniority and compensation levels of
additional employees that would likely be required to fully carry out the
finance, legal, tax, human resources, investor and public relations and other
functions associated with being a stand alone public company. In addition, we
included estimates of various corporate and related administrative expenses that
can be expected to be incurred as a stand alone public company, such as board of
directors fees and expenses and independent accounting and legal fees and
expenses. In making these estimates, we also examined expenses historically
incurred by ATI for these personnel and expenses.
NOTE 4.
The average number of shares of Teledyne Technologies common stock used in
the computation of basic net income per share was 27,481,371 and 28,107,241 for
the nine months ended September 30, 1999 and the year ended December 31, 1998,
respectively, based on a distribution ratio of one share of Teledyne
Technologies common stock for every seven shares of ATI common stock. The
average number of shares of Teledyne Technologies common stock used in the
computation of diluted net income per share was 27,506,953 and 28,133,879 for
the nine months ended September 30, 1999 and the year ended December 31, 1998,
respectively. A distribution ratio of one share of Teledyne Technologies common
stock for every seven shares of ATI common stock was used to adjust the stock
options. The actual stock option adjustment will be based upon the relation of
the market price of ATI common stock prior to the spin-off to the market price
of Teledyne Technologies after the spin-off and therefore cannot be determined
at the present time.
33
<PAGE> 38
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
After a strategic review initiated in 1998, ATI concluded that certain of
its aerospace and electronics businesses, which comprise our Company, would be
able to grow faster and be a stronger competitor as a separate company. The
operations included in Teledyne Technologies are a group of high technology
businesses that have critical mass and shared core competencies, are
strategically complementary and have the potential for profitable growth.
Teledyne Technologies is a leading provider of sophisticated electronic and
communication products, systems engineering solutions and information technology
services, and aerospace engines and components. Our customers include aerospace
prime contractors, general aviation companies, government agencies and major
communications and other commercial companies. We serve high-value niche market
segments where performance, precision and reliability are critical and where we
are in several cases the leading supplier. Our businesses are interrelated by
their use of advanced engineering and specialized technology to provide
cost-effective and value-added solutions.
We operate in three business segments: Electronics and Communications;
Systems Engineering Solutions; and Aerospace Engines and Components. Our
products include avionics systems that collect and communicate information for
airlines and business aircraft systems; broadband communications subsystems for
wireless and satellite systems; engineering and information technology services
for space, defense and industrial customers; and engines for general aviation
aircraft and for cruise missiles. Our segments' respective contributions to
total sales for the nine months ended September 30, 1999 and for 1998, 1997 and
1996 are summarized in the following table:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEGMENT OPERATING COMPANIES SEPTEMBER 30, 1999 1998 1997 1996
- -------------------------------- -------------------------------- ------------------ ---- ---- ----
<S> <C> <C> <C> <C> <C>
Electronics and Communications Teledyne Electronic Technologies 43% 44% 45% 44%
Systems Engineering Solutions Teledyne Brown Engineering 28% 29% 28% 30%
Aerospace Engines and Components Teledyne Continental Motors
Teledyne Cast Parts 29% 27% 27% 26%
---- ---- ---- ----
100% 100% 100% 100%
</TABLE>
Our historical financial information is not necessarily indicative of the
results of operations, financial position or cash flows that would have occurred
if we had been a separate, independent company during the periods presented, nor
is it indicative of our future performance. The historical financial statements
do not reflect any changes that may occur in our capitalization or results of
operations as a result of, or after, the spin-off.
On an historical basis, the capital for our businesses was provided by
ATI's net investment in our businesses. In addition, no ATI debt was allocated
to us. Accordingly, our historical financial statements reflect no interest
income or interest expense. In connection with the spin-off, we will assume
repayment obligations for $100.0 million under a five-year revolving credit
facility initially established by ATI.
Our historical financial statements also do not fully reflect the corporate
costs and expenses we expect to incur in connection with our being an
independent public company. These financial statements reflect a $6.0 million
allocation of part of ATI corporate expenses for the nine months ended September
30, 1999, and allocations of $7.8 million, $7.6 million and $7.2 million for
1998, 1997 and 1996, respectively. We do not believe that these recorded amounts
are indicative of what our actual corpo-
34
<PAGE> 39
rate expenses will be in the future. We expect that our actual corporate
expenses will be approximately $15.0 million annually, significantly greater
than those reflected in our historical financial statements, as we add
significant managerial and other resources to complete the infrastructure and
systems necessary for us to operate as an independent public company.
Assuming the spin-off had occurred on January 1, 1998 and that the
applicable interest rate under our credit facility was 7.7% and our commitment
fees were 0.35% on the unused portion of the facility throughout all periods, we
would have incurred interest expense of $6.0 million during the nine months
ended September 30, 1999 and $8.1 million during 1998. If annual corporate
expenses were approximately $15.0 million incurred ratably over the year, our
net income would have been $29.2 million and $39.8 million during the 1999
nine-month period and 1998, respectively.
RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1998
Our sales were $603.0 million in the first nine months of 1999, compared to
$588.7 million in the same 1998 period. International sales represented
approximately 18% and 22% of our sales in the 1999 and 1998 nine-month periods,
respectively. Sales under contracts with the U.S. Government, which included
contracts with the Department of Defense, represented approximately 43% and 39%
of our total sales in the nine months ended September 30, 1999 and 1998,
respectively.
For the 1999 nine-month period, operating profit decreased 4% to $66.4
million from the 1998 period. Product recall costs at Teledyne Continental
Motors and a continuing slow economic recovery in some of our Asian markets
negatively impacted our performance.
Net income for the 1999 nine-month period was $35.8 million, a decrease of
5.2% from the corresponding period of 1998. Net income for the 1999 nine-month
period was positively impacted by net pension income of $2.8 million. For the
1998 nine-month period, net income was also positively impacted by net pension
income of $0.8 million, as well as income of $0.4 million recognized as a result
of favorable changes in our environmental obligations.
Assuming that the spin-off had been completed as of January 1, 1998 and
that the applicable interest rate under our credit facility was 7.7% and our
commitment fees were 0.35% on the unused portion of the facility throughout all
periods, our pro forma interest expense would have been approximately $6.0
million, our pro forma corporate expenses would have been approximately $11.3
million and our pro forma net income would have been approximately $29.2 million
in the 1999 nine-month period. See "Our Unaudited Pro Forma Consolidated
Financial Information."
Sales and operating profit for our three segments for the nine months ended
September 30, 1999 and 1998 are presented separately below and in Note 3 of the
Notes to Interim Combined Financial Statements.
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 1999 % CHANGE SEPTEMBER 30, 1998
ELECTRONICS AND COMMUNICATIONS ------------------ -------- ------------------
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<S> <C> <C> <C>
Sales.......................................... $258,710 (1)% $261,950
Operating profit............................... $ 31,277 (5)% $ 33,081
Operating profit as a percentage of sales...... 12.1% 12.6%
International sales as a percentage of sales... 17.7% 21.7%
Government sales as a percentage of sales...... 29.4% 31.6%
</TABLE>
35
<PAGE> 40
Sales of our Electronics and Communications segment decreased 1% and
operating profit decreased 5% in the nine months ended September 30, 1999
compared to the 1998 nine-month period. Sales decreased in the 1999 nine-month
period primarily due to a $1.6 million decrease in sales of electronic contract
manufacturing services and a $5.8 million decrease in sales of precision
electronic devices, which was partially offset by a $4.1 million increase in
sales of data acquisition and communication products. Operating profits for the
period were also adversely affected by the reduced sales and were further
affected by an additional $670,000 in costs related to a workforce reduction of
90 employees at Teledyne Electronic Technologies.
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 1999 % CHANGE SEPTEMBER 30, 1998
SYSTEMS ENGINEERING SOLUTIONS ------------------ -------- ------------------
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<S> <C> <C> <C>
Sales........................................... $166,535 1% $165,465
Operating profit................................ $ 13,308 (6)% $ 14,227
Operating profit as a percentage of sales....... 8.0% 8.6%
International sales as a percentage of sales.... 13.1% 22.6%
Government sales as a percentage of sales....... 82.4% 70.6%
</TABLE>
Sales of our Systems Engineering Solutions segment increased 1% and
operating profit decreased 6% in the nine months ended September 30, 1999
compared to the 1998 nine-month period. For the 1999 nine-month period, sales
and operating profit included increases in defense energy systems and
environmental programs of $12.6 million and $3.4 million, respectively, and
lower sales and operating profit in marine instrumentation products of $16.1
million and $4.1 million, respectively. The decrease in sales and operating
profit for marine instrumentation products was attributable, in large part, to
adverse conditions in the oil industry. Sales in space programs increased by
$3.8 million, while operating profit decreased by $474,000 due primarily to a
development program for aircraft loaders.
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 1999 % CHANGE SEPTEMBER 30, 1998
AEROSPACE ENGINES AND COMPONENTS ------------------ -------- ------------------
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<S> <C> <C> <C>
Sales........................................... $177,733 10% $161,275
Operating profit................................ $ 21,777 (1)% $ 22,092
Operating profit as a percentage of sales....... 12.3% 13.7%
International sales as a percentage of sales.... 23.4% 22.0%
Government sales as a percentage of sales....... 26.5% 20.0%
</TABLE>
Sales of our Aerospace Engines and Components increased 10% and operating
profit decreased 1% in the nine months ended September 30, 1999 compared to the
1998 nine-month period. While sales improved in the 1999 nine-month period,
sales and operating profit at Teledyne Continental Motors were negatively
impacted by a recall of piston engines produced in 1998. Efforts associated with
the recall resulted in a $3.0 million charge and impacted sales during the
period. The decline in operating profit for this period was due in part to the
recall charge as well as to a decline in operating profit at Teledyne Cast
Parts. Operating results for Teledyne Continental Motors' turbine engines
increased during the period.
36
<PAGE> 41
COMPARISON OF ANNUAL PERIOD RESULTS
Our sales were $780.4 million in 1998, compared to $756.6 million in 1997
and $716.4 million in 1996. International sales represented approximately 22%,
21% and 23% of our sales for 1998, 1997 and 1996, respectively. Sales under
contracts with the U.S. Government, which included contracts with the Department
of Defense, were approximately 40%, 40% and 44% of our total sales for 1998,
1997 and 1996, respectively. Defense sales represented approximately 27%, 26%
and 27% of our total sales for 1998, 1997 and 1996, respectively.
In 1998, our operating profit was $89.2 million, compared to $74.9 million
in 1997 and $75.2 million in 1996.
Net income for 1998 was $48.7 million, compared to $41.6 million in 1997
and $40.7 million in 1996. In 1998, 1997 and 1996, last-in, first-out inventory
liquidations increased net income by $0.3 million, $2.2 million and $2.5
million, respectively. Net income for 1998 and 1996 was also positively impacted
by net pension income of $1.0 million and $0.6 million, respectively, and
favorable negotiations relating to environmental remediation costs that caused
recognition of income of $0.3 million and $0.4 million, respectively. In 1997,
net income was negatively impacted by net pension expense of $0.4 million and
expenses of $0.5 million related to changes in our environmental obligations.
Assuming that the spin-off had been completed as of January 1, 1998 and
that the applicable interest rate under our credit facility was 7.7% and our
commitment fees were 0.35% on the unused portion of the facility throughout all
periods, our pro forma interest expense would have been approximately $8.1
million, our pro forma corporate expenses would have been approximately $15.0
million and our pro forma net income would have been approximately $39.8 million
in 1998. See "Our Unaudited Pro Forma Consolidated Financial Information."
Sales and operating profit for our three segments are presented separately
below and in Note 11 of Notes to Combined Financial Statements.
<TABLE>
<CAPTION>
1998 % CHANGE 1997 % CHANGE 1996
ELECTRONICS AND COMMUNICATIONS -------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Sales................................... $342,110 1% $340,034 8% $313,488
Operating profit........................ $ 42,620 16% $ 36,787 (3)% $ 37,907
Operating profit as a percentage of
sales................................. 12.5% 10.8% 12.1%
International sales as a percentage of
sales................................. 22.2% 23.0% 26.9%
Government sales as a percentage of
sales................................. 29.9% 30.2% 36.6%
</TABLE>
1998 Compared to 1997. Sales of our Electronics and Communications segment
increased 1% and operating profit increased 16% in 1998 compared to 1997.
Improvements in sales and operating profit for the segment in 1998 were due
primarily to increases in sales and operating profit of our data acquisition and
communications products, which increased by $9.8 million and $11.8 million,
respectively. These increases were attributable to expanded demand by commercial
airlines as well as business and consumer aircraft. Improved sales and operating
profit for electronic contract manufacturing services of $7.4 million and $2.6
million, respectively, reflected a continued strength in this market. These
improvements offset declines in sales and operating profit with respect to
precision electronic devices during the period, which decreased by $15.8 and
$9.4 million, respectively, due to continuing economic difficulties in Asia and
the continued weakness in the semiconductor equipment market. Results for 1998
included a loss of $1.4 million associated with the contract development of a
low-level windshear alert system, which was terminated in 1998.
1997 Compared to 1996. Sales of our Electronics and Communications segment
increased 8% and operating profit decreased 3% in 1997 compared to 1996. The
increase in sales
37
<PAGE> 42
during this period was primarily due to sales of our data acquisition and
communications products, precision electronic devices and electronic contract
manufacturing services, which increased by $9.4 million, $8.8 million and $8.3
million, respectively. Nonrecurring expenses, consisting primarily of research
and development-related expenses for electronic components for aircraft,
resulted in a decline in operating profit of $8.3 million for Teledyne Controls'
data acquisition and communication products. Results for 1997 included a loss of
$0.5 million associated with the contract development of a low-level windshear
alert system.
<TABLE>
<CAPTION>
1998 % CHANGE 1997 % CHANGE 1996
SYSTEMS ENGINEERING SOLUTIONS -------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Sales................................... $223,185 6% $210,375 (3)% $216,090
Operating profit........................ $ 20,543 57% $ 13,117 (34)% $ 19,880
Operating profit as a percentage of
sales................................. 9.2% 6.2% 9.2%
International sales as a percentage of
sales................................. 21.8% 17.4% 16.3%
Government sales as a percentage of
sales................................. 71.3% 75.1% 78.4%
</TABLE>
1998 Compared to 1997. Sales of our Systems Engineering Solutions segment
increased 6% and operating profit increased 57% in 1998 compared to 1997. The
improvement in sales and operating profit was principally due to the increased
sales and operating profit of $18.6 million and $5.2 million, respectively, of
our marine instrumentation products due to favorable conditions in the oil
industry, as well as our participation in defense programs, primarily ballistic
missile defense activities. Aerospace program sales decreased by $6.9 million in
1998 as a result of the winding down of our NASA payload integration contract,
but operating profit for aerospace programs increased by $800,000 due to
increased deliveries of international aerospace hardware.
1997 Compared to 1996. Sales of our Systems Engineering Solutions segment
decreased by 3% and operating profit decreased 34% in 1997 compared to 1996.
Operating results declined in 1997 due to lower shipments and funding levels on
defense and NASA contracts and costs totaling $2.4 million, consisting primarily
of charges related to asset impairments for discontinued businesses.
<TABLE>
<CAPTION>
1998 % CHANGE 1997 % CHANGE 1996
AEROSPACE ENGINES AND COMPONENTS -------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Sales.................................. $215,098 4% $206,192 10% $186,822
Operating profit....................... $ 26,072 4% $ 24,950 43% $ 17,444
Operating profit as a percentage of
sales................................ 12.1% 12.1% 9.3%
International sales as a percentage of
sales................................ 22.5% 21.5% 23.9%
Government sales as a percentage of
sales................................ 21.8% 20.7% 17.4%
</TABLE>
1998 Compared to 1997. Sales of our Aerospace Engines and Components
segment increased 4% and operating profit increased 4% in 1998 compared to 1997.
These sales and operating profit increases were due principally to a $10.6
million increase in sales and a $4.7 million increase in operating profit for
new piston engine and turbine engine programs. These increases offset higher
costs associated with manufacturing plant reconfiguration and the development of
new products, including new digital electronic piston engine controls and a
NASA-sponsored new piston engine program, as well as sales decreases of $1.7
million and a decrease in operating profit of $3.6 million as a result of
production inefficiencies and delays in shipments experienced at Teledyne Cast
Parts.
1997 Compared to 1996. Sales of our Aerospace Engines and Components
segment increased 10% and operating profit increased 43% in 1997 compared to
1996. Improvements in
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<PAGE> 43
sales and operating profit were principally due to turbine engine programs,
which had sales increases of $5.1 million and operating profit increases of $2.4
million during the period. These increases were partially offset by the
termination of a program in the third quarter of 1997. A decline in sales of
rebuilt engines and aftermarket new engines resulted in a decrease of $4.6
million in sales for piston engines. Sales and operating profit in this segment
benefited, however, from increased orders for airframe and engine cast parts,
which resulted in increases of $18.8 million in sales and $5.1 million in
operating profit. These increases were attributable to the increased production
of commercial aircraft and increased tooling sales associated with the JASSM
cruise missile program. Results for 1997 and 1996 included a loss of $1.1
million and $1.9 million, respectively, associated with a joint contract to
develop a hybrid electric and turbine powered vehicle that was terminated in
1997.
FINANCIAL CONDITION AND LIQUIDITY
Our principal capital requirements are to fund working capital needs and
capital expenditures and to meet required debt payments. We anticipate that our
operating cash flow, together with available borrowings under our credit
facility described below, will be sufficient to meet our working capital
requirements, capital expenditure requirements and interest service requirements
on our debt obligations. Assuming that the transactions contemplated by the
spin-off had been consummated on September 30, 1999, our pro forma long-term
debt and stockholders' equity at September 30, 1999 would have been
approximately $100.0 million and $13.1 million, respectively. Our pro forma
interest expense would have been approximately $6.0 million for the nine months
ended September 30, 1999 and approximately $8.1 million in 1998 had the spin-
off occurred as of the beginning of 1998. See "Our Unaudited Pro Forma
Consolidated Financial Information."
For the nine months ended September 30, 1999 and 1998, cash generated from
operations amounted to $31.6 million and $45.2 million. This decrease resulted
from reduced income of $2.0 million, increased working capital of $16.0 million,
and decreased long-term liabilities of $4.4 million, and was partially offset by
an increase in depreciation and amortization and deferred taxes of $8.8 million.
Cash generated from operations totaled $67.1 million, $72.9 million and $44.9
million in 1998, 1997 and 1996, respectively.
Working capital increased to $93.1 million at September 30, 1999, compared
to $78.6 million at December 31, 1998. The current ratio was 1.9 at September
30, 1999, compared to 1.8 at December 31, 1998. The increase in working capital
was primarily due to the increase in accounts receivable and current deferred
tax asset balances partially offset by an increase in the accounts payable
balance.
In connection with the spin-off, we will assume repayment obligations for
$100.0 million under a five-year revolving credit facility initially established
by ATI. As a result of the spin-off, we will have $100.0 million of borrowing
availability remaining under the credit facility. Borrowings under the credit
facility will bear interest at variable rates at, or at margins above,
prevailing prime or Eurodollar rates (or, in certain circumstances, the
prevailing federal funds rate) and will depend on the ratio of our consolidated
total indebtedness to consolidated total capitalization from time to time. The
credit facility will require us to comply with various financial covenants and
restrictions, including covenants and restrictions relating to indebtedness,
liens, investments, dividend payments, consolidated net worth, interest coverage
and the relationship of our total consolidated indebtedness to our earnings
before interest, taxes, depreciation and amortization. The credit agreement will
prohibit us from declaring dividends or making other specified payments in
amounts exceeding 25% of our cumulative net income after the effective date of
the credit agreement. The stock of our wholly owned subsidiary, Teledyne Brown
Engineering, Inc., will be pledged to the lenders under the credit agreement as
collateral to secure our obligations under the credit agreement until our
required public offering is completed.
Capital expenditures for 1999 are expected to approximate $25.0 million, of
which $16.1
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<PAGE> 44
million were spent during the first nine months of 1999.
In connection with the spin-off, we will establish a new defined benefit
pension plan and assume the existing pension obligations for all of our
employees, both active and inactive, at our operations which perform government
contract work and for our active employees at our operations which do not
perform government contract work. ATI will transfer sufficient pension assets to
fund our new defined benefit pension plan such that at the time of the transfer,
pension assets will exceed pension obligations by approximately $50.0 million.
As a result, we anticipate that we will not have to make contributions to the
pension plan for the foreseeable future. Additionally, in accordance with
Internal Revenue Code regulations, we would be able to recover from the excess
pension assets amounts paid for retiree medical expenses.
We currently anticipate that no cash dividends will be paid on Teledyne
Technologies common stock in order to conserve cash for use in our business,
including possible future acquisitions. Our Board of Directors will periodically
re-evaluate this dividend policy taking into account operating results, capital
needs, the terms of our credit facility and other factors.
In connection with the spin-off, ATI received a tax ruling from the IRS
stating in principle that the spin-off will be tax-free to ATI and to ATI's
stockholders. The continuing validity of the IRS tax ruling is subject to
certain factual representations and assumptions, including our completion of the
required public offering of our common stock within one year following the
spin-off and use of the anticipated gross proceeds of approximately $125 million
(less associated costs) for research and development and related capital
projects, for the further development of our manufacturing capabilities and for
acquisitions and/or joint ventures. Pursuant to the Separation and Distribution
Agreement, we have also agreed with ATI to undertake such a public offering.
The Tax Sharing and Indemnification Agreement between ATI and Teledyne
Technologies provides that we will indemnify ATI and its agents or
representatives for taxes imposed on, and other amounts paid by, them or ATI's
stockholders if we take actions or fail to take actions (such as completing the
public offering) that result in the spin-off not qualifying as a tax-free
distribution. If any of the taxes or other amounts described above were to
become payable by us, the payment could have a material adverse effect on our
financial condition, results of operations and cash flow and could exceed our
net worth by a substantial amount.
ACCOUNTING PRONOUNCEMENTS
FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities" was issued in June 1998. This statement establishes accounting and
reporting standards for derivative instruments and hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. In June 1999, FASB Statement No. 137, "Accounting for Derivative
Instruments and Hedging Activities: Deferral of the Effective Date of FASB
Statement No. 133" was issued. This statement delays the effective date of FASB
Statement No. 133 to all fiscal quarters of all fiscal years beginning after
June 15, 2000. We are presently evaluating the effect of adopting this
statement.
OTHER MATTERS
INCOME TAXES
Our effective income tax rate was 41.3%, 39.4% and 41.8% in 1998, 1997 and
1996, respectively. We have determined, based on our history of operating
earnings, expectations of future operating earnings and potential tax planning
strategies, that it is more likely than not that the deferred income tax assets
at December 31, 1998 will be realized.
COSTS AND PRICING
Inflationary trends in recent years have been moderate. We primarily use
the last-in, first-out method of inventory accounting that reflects current
costs in the costs of products sold. We
40
<PAGE> 45
consider these costs, the increasing costs of equipment and other costs in
establishing sales pricing policies. We emphasize cost containment in all
aspects of our business.
IMPACT OF THE EURO CONVERSION
In 1998, ATI initiated an internal analysis to determine the effects of the
January 1, 1999 conversion and related transition by 11 member states of the
European Union to a common currency, the "euro." The United Kingdom, where all
of our European operations are located, is not currently a participating
country. We do not expect the euro conversion to have a material impact on our
results of operation or financial condition. Like other companies with European
sales and operations, we anticipate that we will face wage and product pricing
transparency issues in participating countries; however, we do not expect the
resolution of these issues to have a material adverse effect on us.
Additionally, while we expect to encounter some technical challenges to adapt
information technology and other systems to accommodate euro-denominated
transactions, we do not anticipate associated costs to be material. Our computer
software and hardware at our European operations have been modified and replaced
due to evolving business needs and continuing technological advances.
We believe that the euro conversion will not have a material adverse effect
on our foreign currency activities described below.
HEDGING
We use derivative financial instruments from time to time to hedge ordinary
business risks regarding foreign currencies on product sales.
Foreign currency exchange contracts are used to limit transactional
exposure to changes in currency exchange rates. We sometimes purchase foreign
currency forward contracts that permit us to sell specified amounts of foreign
currencies expected to be received from our export sales for pre-established
U.S. dollar amounts at specified dates. The forward contracts are denominated in
the same foreign currencies in which export sales are denominated. These
contracts, which are not financially material, are designated as hedges of
export sales transactions in which settlement will occur in future periods and
which otherwise would expose us, on the basis of its aggregate net cash flows in
respective currencies, to foreign currency risk.
We believe that adequate controls are in place to monitor these hedging
activities, which are not financially material. However, many factors, including
those beyond our control such as changes in domestic and foreign political and
economic conditions, as well as the magnitude and timing of interest rate
changes, could adversely affect these activities.
ENVIRONMENTAL
We are subject to various federal, state, local and international
environmental laws and regulations which require that we investigate and
remediate the effects of the release or disposal of materials at sites
associated with past and present operations. This includes sites at which we
have been identified as a potentially responsible party under the Comprehensive
Environmental Response, Compensation and Liability Act, commonly known as
Superfund, and comparable state laws. We are currently involved in the
investigation and remediation of a number of sites. Our reserves for
environmental investigation and remediation totaled approximately $1.3 million
at September 30, 1999. As investigation and remediation of these sites proceed
and we receive new information, we expect that we will adjust our accruals to
reflect new information. Based on current information, we do not believe that
future environmental costs, in excess of those already accrued, will materially
and adversely affect our financial condition or liquidity. However, resolution
of one or more of our environmental matters or future accrual adjustments in any
one reporting period could have a material adverse effect on our results of
operations for that period.
With respect to proceeding brought under the federal Superfund laws, or
similar state statutes, we have been identified as a potentially responsible
party at approximately 17 such sites, excluding those sites at which we believe
we
41
<PAGE> 46
have no future liability. Our involvement is very limited or de minimis at
approximately 10 of these sites, and the potential loss exposure with respect to
any of the remaining seven sites is not considered to be material.
For additional discussion of environmental matters, see Notes 2 and 12 to
our Notes to Combined Financial Statements and "Risk Factors."
GOVERNMENT CONTRACTS
We perform work on a number of contracts with the Department of Defense and
other agencies and departments of the U.S. Government. Sales under contracts
with the U.S. Government, which included contracts with the Department of
Defense, were approximately 40%, 40% and 44% of our total sales for 1998, 1997
and 1996, respectively. A breakdown of sales to the U.S. Government by segment
appears in Note 11 to Notes to Combined Financial Statements. Defense sales
represented approximately 27%, 26% and 27% of our total sales for 1998, 1997 and
1996, respectively.
Performance under government contracts has certain inherent risks that
could have a material adverse effect on our business, results of operations and
financial condition. Government contracts are conditioned upon the continuing
availability of Congressional appropriations, which usually occurs on a fiscal
year basis even though contract performance may take more than one year. The
U.S. defense budget has been declining since the mid-1980's, resulting in some
delays in new program starts, program stretch-outs and program cancellations.
Future levels of defense spending cannot be predicted.
Of our U.S. Government contracts, 69%, 56% and 43% were fixed price-type
contracts for the years 1998, 1997 and 1996, respectively. Fixed price-type
contracts have the inherent risk that actual performance cost may exceed the
fixed contract price. This is particularly true where the contract was awarded
and the price finalized in advance of completion of design (which may result in
unforeseen technological difficulties and/or cost overruns). We believe that the
U.S. Government is increasingly requesting proposals for fixed price-type
contracts.
For additional discussion of government contract matters, see Note 12 to
our Notes to Combined Financial Statements, Note 4 to our Notes to Interim
Combined Financial Statements (Unaudited) and "Risk Factors."
YEAR 2000 READINESS DISCLOSURE
Year 2000 Task Forces. Over the past several years, ATI has put in place
management task forces at its operating companies, including the companies that
will comprise Teledyne Technologies, to identify whether its computer systems,
which include business computers, mill equipment and process control computers
and other devices using microprocessors, as well as telecommunication and
payroll and employee benefit processing systems, would function properly with
respect to dates in the Year 2000 and thereafter. These task forces have
reported to ATI's Executive Resource Information Committee, a senior management
committee of ATI charged with reviewing and establishing priorities for
information technology-related matters, including Year 2000 issues, and which
reports to the Audit and Finance Committee of ATI's Board of Directors. Through
these efforts, Year 2000 identification, solution development, testing and
implementation initiatives, and contingency planning initiatives have proceeded
at Teledyne Technologies.
Targeted Completion of Internal Solutions. In part as a result of ATI's
Year 2000 initiatives, but mostly due to evolving business needs and continuing
technological advancements, we have been modifying and replacing portions of our
computer software and hardware systems. We estimate, based on dollars expended,
that installation of solutions to identified Year 2000 issues relating to our
information technology systems is nearly 100% complete. We estimate that based
on dollars expended nearly 100% of solutions have been implemented for our
non-information technology systems. We believe that a substantial portion of our
internal solutions relating to Year 2000 functionality of our computer systems
have been completed and implemented. Confirmatory testing of implemented
solutions is ongoing.
Other Year 2000 Areas of Focus. We have provided many customers and
suppliers who we
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believe to be material to our business with Year 2000 questionnaires. None of
the responding customers and suppliers has identified for us any material Year
2000 issues. Efforts continue to be made to identify and resolve other customer-
and supplier-based Year 2000 issues that could affect us and our operating and
support systems. We believe that we have identified substantially all material
customer- and supplier-based Year 2000 issues. Efforts also continue to be made
to identify whether products we have produced and sold have Year 2000 issues.
Various of our electronic products contain embedded microprocessors. We believe
that we have identified substantially all products that have Year 2000 issues,
primarily a limited number of products of Teledyne Electronic Technologies and
Teledyne Brown Engineering, and we are working to resolve such issues. We
believe that there are no significant product-related Year 2000 issues. Neither
Teledyne Technologies nor ATI have conducted any extensive review of products
manufactured and sold by discontinued businesses or businesses that they have
sold.
Year 2000 Expenditures. Excluding expenditures necessitated by ordinary
business needs and continuing technological advancements in the computer
industry, we spent approximately $2.0 million in 1998 and we anticipate spending
another estimated $1.3 million in 1999 to address Year 2000 issues, of which
over $1.0 million were spent during the first nine months of 1999. These
expenditures do not include expenditures that may be required to address Year
2000 issues associated with some products. Substantially all costs related to
our Year 2000 initiatives are expensed as incurred and funded through operating
cash flows. Although we currently do not have any plans for additional
expenditures, additional amounts may be spent in later years.
Overall Assessment; Worst Case Scenario. Based upon internal assessments,
formal communications with suppliers and customers with which we exchange
electronic data, and work completed to date, we believe that Year 2000 issues
should not pose significant operational problems or have a material impact on
our business, results of operations, financial condition, or cash flow. A
failure of third party vendors or customers to be Year 2000 ready, however,
could adversely affect these beliefs and is not quantifiable at the present
time. Such failure could have a material adverse effect on our business, results
of operations, financial condition, or cash flow in a given period, but probably
not over the long-term. The most reasonably likely worst case scenario of our
failure (or the failure of our suppliers or customers) to resolve Year 2000
problems would be a temporary slowdown or cessation of manufacturing operations
at one or more of our facilities and our temporary inability to timely process
orders and to deliver finished products to customers. Delays in meeting
customers' orders would affect the timing of billings to and payments received
from customers with respect to orders and could result in other liabilities.
Customers' Year 2000 problems could also delay the timing of payments to us for
orders.
Contingency Plans. We have been working to establish contingency plans
with respect to our critical business and operating systems should unplanned
situations arise on or after January 1, 2000, and expect such contingency plans
to be in place prior to December 31, 1999. Most of our current contingency plans
contemplate the use of current personnel to make certain manual adjustments to
systems or to perform various tasks manually. Vacations for information
technology professionals and other relevant personnel are expected to be limited
toward the end of December 1999 and the early part of 2000 in order to have
employees on hand to assist in avoiding and responding to adverse scenarios. We
are considering establishing additional inventories and back-up procedures in
the event suppliers are unable to deliver raw materials and services in a timely
manner.
Factors that May Affect Year 2000 Estimates. While we have been conducting
a comprehensive Year 2000 review of our computer systems and products, there may
be Year 2000-related matters that have not been identified. Actual dollar
amounts spent by us to address Year 2000 issues could materially differ from the
estimates for a number of reasons, including:
- changes in the availability or costs of personnel trained in this area;
- changes made to our remediation plans;
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- the ability of our significant suppliers, customers and others with which
we conduct business, including governmental agencies, to identify and
resolve their own Year 2000 issues; or
- identification of other Year 2000-related matters.
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OUR BUSINESS
OVERVIEW
Teledyne Technologies provides sophisticated electronic and communication
products, systems engineering solutions and information technology services, and
aerospace engines and components. Our customers include aerospace prime
contractors, general aviation companies, government agencies and major
communications and other commercial companies. We serve high-value niche market
segments where performance, precision and reliability are critical and where we
are in several cases the leading supplier. Our businesses are interrelated by
their use of advanced engineering and specialized technology to provide
cost-effective and value-added solutions.
Our products include avionics systems that collect and communicate
information for airlines and business aircraft systems; broadband communications
subsystems for wireless and satellite systems; engineering and information
technology services for space, defense and industrial customers; and engines for
general aviation aircraft and for cruise missiles.
We have strong, established relationships with many of our customers which
include:
- - major commercial aerospace and electronics companies, and defense prime
contractors;
- - the U.S. Department of Defense;
- - NASA;
- - general aviation original equipment manufacturers and aftermarket suppliers
and airlines; and
- - other commercial customers in the communications, electronics, medical
devices, and oil and gas industries.
In 1998, approximately 60% of our total sales were to commercial customers
with the balance to the U.S. Government:
<TABLE>
<S> <C>
Commercial customers:
Aerospace..................... 35%
Electronics................. 16%
Industrial.................. 9%
---
60%
U.S. Government:
Defense industry............ 36%
NASA........................ 4%
---
40%
</TABLE>
Approximately 69% of our U.S. Government sales in 1998 were attributable to
fixed price-type contracts, with the remaining 31% to cost plus fee-type
contracts. International sales accounted for approximately 22% of our total
sales in 1998.
Our three business segments, their respective operating companies, and
their contribution to our sales in 1998 are summarized in the following table.
<TABLE>
<CAPTION>
PERCENTAGE OF
SEGMENT OPERATING COMPANIES 1998 SALES
- -------------------------------- -------------------------------- -------------
<S> <C> <C>
Electronics and Communications Teledyne Electronic Technologies 44%
Systems Engineering Solutions Teledyne Brown Engineering 29%
Aerospace Engines and Components Teledyne Continental Motors 27%
Teledyne Cast Parts
</TABLE>
OUR BUSINESS AND GROWTH STRATEGY
Building upon our competitive strengths and technological capabilities, our
goal is to become the leading provider of specialized products, systems
engineering solutions and information
services for a broad range of high technology applications. With our history of
product innovation, advanced research and development and highly sophisticated
engineering and manufacturing capabilities, we believe that we are
well-positioned to take advantage of opportunities
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to expand our business by pursuing the following strategies:
FOCUS ON OPERATING DISCIPLINE AND MANUFACTURING EXCELLENCE
Measuring and controlling manufacturing costs has become a core discipline
of Teledyne Technologies, and we are committed to a continuous improvement
philosophy. Most of our key manufacturing operations are ISO 9000 certified, and
meet the rigid military specification qualifications necessary in our markets,
where required. We have adopted a comprehensive program of manufacturing
excellence initiatives which focus on lean manufacturing cells, cost reduction
programs and product redesign in order to minimize manufacturing costs and
maximize product quality. We have also developed manufacturing technologies and
rapid prototyping capabilities that in many cases have become the standards in
their industries.
Our efforts are intended to create additional cost reductions and increased
efficiencies in management of our working capital. Our increasing emphasis on
cost reduction programs yielded savings of $7.7 million in 1997 and $22.1
million in 1998. Through active management of our working capital, working
capital as a percentage of sales decreased from 15% for 1996 to 10% for 1998. We
believe that our financial discipline will enable us to maintain our competitive
posture while continuing to provide leading edge products and services.
LEVERAGE NICHE MARKET LEADERSHIP AND TECHNICAL EXPERTISE TO INCREASE MARKET
PENETRATION
We serve high-value niche market segments where performance, precision and
reliability are critical and where we are in several cases the leading supplier.
These market segments exist within very large, highly fragmented markets for
electronic and communications equipment and devices, engineering and information
systems and services, and aviation and aerospace components.
We have a reputation for solving complex manufacturing and systems
problems, and have sophisticated software, simulation and modeling capabilities.
For example, Teledyne Technologies is recognized as a leader in the development
of real-time simulations for weapons systems testing and training. These
capabilities have led to our selection to play a key role in the U.S. Ballistic
Missile Defense Organization's National Missile Defense program.
The collective expertise and training of our employees foster a culture of
innovation and a technology-driven focus. Out of a total workforce of
approximately 5,800, approximately 1,400 individuals have engineering, physics,
mathematics and computer science degrees. Our employees have developed over 700
patents.
We believe that as several of the markets we serve experience
consolidation, customers have tended to become increasingly dependent on
technologically-sophisticated specialized suppliers, such as ourselves, to
provide a more competitive range of products and services. With our history of
product innovation, advanced research and development and highly sophisticated
engineering and manufacturing capabilities, we believe that we are
well-positioned to take advantage of opportunities to expand our niche market
leadership positions to provide leading products and services in related
markets.
ACCELERATE INTRODUCTION OF INNOVATIVE HIGH-MARGIN PRODUCTS AND SERVICES
We have a well-established history of developing innovative products and
services to meet the exacting specifications of our customers'
performance-critical applications.
For example, building on our history as the manufacturer of the engine for
the first turbine-powered cruise missile, we have developed advanced versions
leading to our sole-source position with respect to each of two new U.S. cruise
missile programs.
We are also a leading supplier of traveling wave tubes for military
applications. We have adapted this product to create our microwave power
amplifiers, which were the first to permit operation in multiple frequency bands
for mobile satellite news gathering systems. We are
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extending our position in power amplifiers by
developing and producing amplifiers for the emerging higher-frequency Ka band
market for broadband wireless and satellite communications systems. New products
that we are currently introducing for the emerging broadband communications
market include high frequency relays for wireless and satellite systems, high
data rate networks and high speed digital semiconductor test equipment.
As an independent company we intend to increase our spending on research
and development to accelerate the introduction of new products and services.
CAPITALIZE ON SYNERGIES TO ENTER NEW MARKETS
Our businesses are interrelated by their use of advanced engineering and
specialized technology to provide cost-effective and value-added solutions. We
believe that by better utilizing our extensive base of technical expertise that
extends across our operating units, we will be able to provide superior products
and services and to reduce product development and manufacturing costs.
For example, we have benefited from our commercial aviation electronics
experience in the development of new electronic controls for general aviation
piston engines. We plan to use the expertise of Teledyne Electronic Technologies
to provide data acquisition and communications products to the general aviation
aircraft market served by Teledyne Continental Motors. In addition, both
Teledyne Electronic Technologies and Teledyne Brown Engineering provide data
acquisition and communication products in their current markets. We believe that
we can draw on these and other capabilities to access additional markets for our
products and services.
ENHANCE AND STRENGTHEN CUSTOMER AND REGULATORY RELATIONSHIPS
We are a long-term supplier to several government agencies and major
manufacturers and integrators of systems and services. We believe that these
close relationships are a key competitive advantage. We are often integrally
involved early in our customers' product development efforts. Our knowledge of
customers' requirements enables us to more rapidly develop products and services
suited to meet those needs. This close relationship with our customers has led
to a significant amount of repeat business. We plan to capitalize on our strong
relationships to secure additional contracts as prime contractors expand their
outsourcing initiatives.
Government certification of products and facilities is required to
participate in many of the markets we serve. We have extensive experience and
established working relationships with the various federal regulatory agencies
that certify our products. For example, we work proactively with the Federal
Aviation Administration in the continuous certification processes applicable to
our commercial aviation electronics and communications products, and general
aviation engines. We are also regularly engaged in consultations with the FAA
regarding new technologies and the development of new or changing standards
applicable to our products and markets. In addition, we are able to serve the
specialized needs of our customers with medical devices, such as pacemaker and
defibrillator providers, by maintaining the registration of our medical
electronics contract manufacturing facilities with the Federal Food and Drug
Administration.
EXPAND VALUE-ADDED INFORMATION SERVICES
We believe that our extensive customer base has growing requirements for
information services and that we have the capabilities to meet these needs. For
example, our flight data acquisition systems have been purchased worldwide by
over 200 airline customers. These customers are increasingly committed to
obtaining additional operational and maintenance information to improve safety
and increase efficiency. We are developing systems that will automatically
transfer flight data to an airline's operations center soon after its aircraft
lands. These systems are designed to translate data into useable reports and
distribute the reports and raw data through the Internet.
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We believe that our extensive technical, engineering and manufacturing
capabilities will enable us to expand the development and sale of additional
value-added engineering and information services.
PURSUE SELECTED ACQUISITIONS AND
STRATEGIC ALLIANCES
We operate in many large, highly fragmented markets that provide
opportunities for growth through complementary acquisitions. The basic criteria
will be whether the particular acquisition:
- - has strategic value
- - achieves our financial return criteria
- - enhances our ability to achieve a market leadership position
- - provides the opportunity to grow profitability
Specifically, we expect to target acquisitions that permit:
- - a broader product offering
- - entry into new markets
- - access to product innovation and unique product design capabilities
- - access to new manufacturing processes
- - access to off-shore suppliers and increased procurement leverage
- - new distribution channels
OUR BUSINESS SEGMENTS
ELECTRONICS AND COMMUNICATIONS SEGMENT
Teledyne Electronic Technologies applies proprietary technology, advanced
software and hardware design skills and manufacturing capabilities in three
areas: Data Acquisition and Communications Products; Precision Electronic
Devices; and Electronic Contract Manufacturing Services.
Data Acquisition and Communications Products
We are a leading supplier of systems and software for data acquisition and
communications applications in commercial aviation, as well as critical
components and subsystems for wireless and satellite communications terminals.
We are focused on expanding our technology base to support the emerging needs
for high data rate broadband communications technology.
We also supply a range of specialized components, subsystems and equipment
to domestic and international government aviation and aerospace customers. We
participate in the markets for data acquisition and communications equipment and
services for both air transport (including commercial passenger aircraft) and
business and commuter aircraft.
Air Transport Products. Our aircraft information management solutions are
designed to increase the safety and efficiency of airline transportation
throughout the world. With over 200 commercial airline customers, we are a
leading supplier of digital flight data acquisition systems for the commercial
airline industry. We have provided these systems for our airline customers for
over one-half of Boeing aircraft currently in production. We were recently
selected by Airbus Industrie's partner, DaimlerChrysler Aerospace-Airbus, to
provide our systems for certain of its aircraft customers. These systems acquire
both mandatory data for use by the aircraft's flight data recorder, and record
additional data for the airline's use, such as performance and engine condition
monitoring.
The markets for data acquisition and communication systems include both new
and retrofitted aircraft. Boeing estimates that the operational air transport
fleet will grow from a current fleet of 12,600 to 19,100 aircraft by 2008.
Our newest digital flight data acquisition units have the most advanced
features in the industry. These systems conform with the required expansion of
data recording capabilities, which were mandated by the FAA in 1997. At that
time, the FAA increased the number of mandatory parameters to be monitored from
17 (prior to the rule change) to 88 by the year 2002. Our flight data units also
perform additional, non-mandatory aircraft and engine condition monitoring for
use by airline customers.
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Business and Commuter Products. Communication capabilities for business and
commuter aircraft are growing rapidly as these aircraft have begun to mirror air
transport aircraft in data gathering and aircraft monitoring. We are one of the
largest suppliers of air-to-ground telephony and facsimile and data transmission
products to the growing business and commuter aircraft market.
Bombardier Aerospace recently selected us to provide a suite of
communications products for its new, ultra long-range Global Express business
jet. These products include an air-to-ground telephone system and our
TeleLink(TM) datalink system that link onboard avionics with ground service
providers to facilitate air traffic management and flight operations.
The business and commuter fleet is significantly larger than the air
transport fleet, with approximately 27,000 aircraft currently operational.
Forecast International, an industry consultant, projects that the business and
commuter fleet will increase by approximately 40% during the next decade. We
expect continued demand for both new installations and upgrades for these
systems by business and commuter aircraft customers.
Wireless Ground Link. In March 1999 we demonstrated a prototype of our new
Wireless Ground Link that automates the transfer of in-flight data recorded by
our data acquisition systems to an airline's operations center. Transmission of
the data can occur anytime an aircraft is on the ground utilizing the existing
digital wireless infrastructure. The raw data are then forwarded to the airline
through the Internet, where they can be processed into useful formats by our
Flight Data Replay and Analysis System. Such data can then be used by the
airline in scheduling maintenance services and implementing safety procedures.
Wireless and Satellite Communication Components. Our communications
components and subsystems are used in satellite earth terminals, communications
satellites, and base stations for Personal Communication Services (PCS) and
wireless local loops. The technology that we apply to wireless and satellite
communications originated in defense applications.
We supply power amplifiers used in the L, C and Ku band satellite uplink
transmitters. These products encompass both solid state monolithic microwave
integrated circuits and high power helix traveling wave tubes. Applications
include Very Small Aperture Terminals (VSATs) used for credit card verification,
corporate networking, and mobile news gathering.
The markets for both wireless and satellite systems are being driven by the
growing need for high data rate (HDR) communications. In order to obtain
sufficient bandwidth to support transmission of these data, wireless and
satellite systems are moving to higher frequencies.
We are extending our position in power amplifiers by developing and
producing amplifiers for the emerging higher-frequency Ka band market for
broadband wireless and satellite communications systems. According to Allied
Business Intelligence and other independent market analysts, the market segment
for high frequency solid state power amplifiers is projected to grow from
approximately $47 million in 1999 to $118 million in 2003.
We have developed a unique line of microwave filters that are manufactured
with a patented injection molding technique. These metal-plated plastic filters
are lighter in weight than competing metal filters, and can be used efficiently
in the new lightweight microcell and picocell base stations for PCS systems. Our
filters and our new VSAT transceivers have applications in wireless local loops,
which are used to supply communications infrastructure in the developing world
where the cost and time to deploy wireline communications can be excessive.
Defense and Space Electronics. We are a leading supplier of high power
traveling wave tubes for electronic warfare systems, radar systems, and military
satellite communications systems for both domestic and international
applications. Our tubes are used in airborne systems on many aircraft, including
the B-52, B-1B, F-15 and E-A6B, and Global Hawk, and
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on surface systems, such as AEGIS ships. We believe that there will be a
continuing demand for our tubes in both new and existing systems.
We believe that the use of traveling wave tubes for radar applications will
grow as these systems are upgraded with advanced capabilities that cannot be
achieved with current transmitter technologies.
We have also supplied thousands of microprocessor-controlled ejection seat
sequencers for U.S. Air Force and U.S. Navy tactical aircraft, such as the F-16,
F-18 and the new F-22 fighter.
Precision Electronic Devices
We develop and manufacture microelectronic devices, high-performance
relays, microelectromechanical systems (MEMS), high-density connectors and
precision instruments that are engineered for demanding applications in the
defense, commercial aerospace, medical, instrumentation and industrial markets
where small size, high performance and reliability are of paramount importance.
We also provide precision instruments to manufacturers in these industries.
Microelectronic Devices. Our hybrid microcircuits are used in applications
such as military (including F-18 and F-22 aircraft and the M1A2 tank),
aerospace, medical and instrumentation systems. These compact and complex
electronic building blocks combine multiple transistors and integrated circuits
in multi-chip modules (MCMs). Our fiber optic transmitter and receiver modules
are used for video distribution on the International Space Station.
We have applied our MCM technology to the manufacture of life sustaining
and life enhancing implantable medical devices, including cardiac pacemakers and
defibrillators, neural stimulators and cochlear implant hearing aids. Newer
products include biological signal sensors and ambulatory digital recorders for
diagnosis and monitoring of epilepsy and sleep disorders. These products are
distributed on a private label basis by our customers. Our medical manufacturing
operations are FDA-registered, and like all of our electronics manufacturing
facilities, are certified to ISO 9000.
High-Performance Relays. Our Teledyne Relays miniature electromechanical
relays are used where maintenance of signal fidelity is essential. Examples of
applications include switching of high-speed digital and microwave signals in
semiconductor and microwave test equipment, wireless systems and communications
satellites. According to Venture Development, an industry consultant, the
telecommunications and instrumentation relay market is approximately $870
million annually and is expected to grow at more than 5% per year.
Growth in the transmission of broadband data via the Internet, increases in
clock speeds of microprocessors, and the migration of wireless and satellite
systems to higher frequency bands are all contributing to a need for switching
devices that operate at higher frequencies. With the introduction of our new
high-frequency relay in 1999, we more than tripled the range of frequencies that
can be switched reliably and accurately by available technologies.
Microelectromechanical Systems. We are leveraging our experience with
precision electromechanical devices and microelectronics fabrication technology
to develop new MEMS. The first product we are developing in this line is a
microrelay based on an exclusively licensed patented electromagnetic actuation
technique. The microrelay will be significantly smaller than current
electromechanical relays, an important factor in modern, miniaturized electronic
systems, and will provide us with access to a new market segment in which we do
not currently compete. Venture Development estimates this market segment to be
approximately $150 million.
High-Density Connectors. We supply custom, low profile, surface mount
connectors for applications in computer disk drives and consumer medical
electronic devices. We have increased our development efforts for high-density
microprocessor connectors, targeted for use in high-volume applications such as
personal computers and workstations and personal communication systems handsets.
Prismark Partners, an industry consultant, estimates that the
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market for this type of connector will grow from 100 million units per year in
1999 to 200 million by 2003, with the price of a typical connector expected to
be approximately $6.
Precision Instruments. We design and manufacture precision instruments for
process applications in semiconductor and petrochemical manufacturing with a
broad line of analyzers for oxygen and other gases, vacuum gauges, and mass flow
meters and controllers. These instruments are sold under the Teledyne Analytical
Instruments and Teledyne Hastings brand names.
Electronic Contract Manufacturing Services
We operate turnkey manufacturing facilities in Tennessee, Mexico and
Scotland for low-to-moderate volume, technically-sophisticated products, ranging
from individual printed circuit board assemblies to complete electronic systems,
used in the aerospace, medical and communications industries. We manufacture
subsystems used in such diverse products as weapons release systems and medical
magnetic resonance imaging systems. Our customers include major aerospace and
electronics companies. Our production capabilities include through-hole, surface
mount and multi-chip module assembly; and digital, analog, radio frequency and
microwave testing.
Our patented REGAL(R) rigid-flex technology combines rigid and flexible
printed circuits into one assembly that eliminates board-to-board connectors,
which results in improved reliability and packaging density. These rigid-flex
circuit boards are used in military (such as the AMRAAM missiles, the Airborne
Self Protection Jammer and the Apache Longbow Helicopter), commercial aerospace
and medical applications. In late 1998 we added rapid prototyping capability for
rigid-flex printed circuits to improve customer service.
During 1998 we expanded our capacity for low-cost manufacturing in Mexico.
Subject to prevailing labor conditions, we plan additional growth in Mexico and
at our Scotland facility. According to Frost & Sullivan, an industry consultant,
the market for military electronic contract manufacturing services was
approximately $800 million in 1998 and is expected to grow at an 8% annual rate
as major military systems companies increasingly focus more on integration of
systems and rely on merchant suppliers for electronics manufacturing.
SYSTEMS ENGINEERING SOLUTIONS SEGMENT
Teledyne Brown Engineering offers a wide range of engineering solutions and
information services to government defense, aerospace and commercial customers.
Our software solutions center on the following five areas:
- - Aerospace Solutions
- - Defense Solutions
- - Information Services
- - Environmental Solutions
- - Enterprise Control and Energy Products
Aerospace Solutions
We provide a broad range of highly sophisticated engineering solutions and
services to U.S. space programs. U.S. Government budgeted expenditures in this
market are approximately $10.3 billion in 1999.
As the payload integration contractor for NASA's Marshall Space Flight
Center, we have had major responsibilities in the numerous scientific missions
of the Space Shuttle. This work has ranged from experiment planning, through
designing and fabricating interface hardware, to manning the mission control
center during flight operations.
The centerpiece of our current space activities is the International Space
Station. We are involved in both space-borne and ground-support hardware
development and we participate in mission planning and operations. We have
approximately 300 people working on International Space Station projects and
realized sales associated with these projects of approximately $25 million in
1998. We expect to generate a similar level of revenue with respect to these
projects in 1999.
The development and integration of complex ground support equipment has
long been one of
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our specialties. Recognition of this is reflected in our selection by the U.S.
Air Force to produce three prototype aircraft cargo loaders as a part of the Air
Force's Next Generation Small Loader program.
Defense Solutions
For over 45 years, we have played a key role in the development of U.S.
defense systems. The Department of Defense has budgeted $4.04 billion in
expenditures in 1999 for various missile defense programs, which are projected
to grow at a modest rate for the next five years. The current projected 2000
budget for the National Missile Defense program is approximately $800 million
and is projected to grow to $1.8 billion in 2002. During the last 10 years
alone, our systems engineering solutions in defense technologies have averaged
over 1,000,000 man-hours per year.
In ballistic missile defense programs, we have provided solutions in
systems engineering, integration, and testing; real-time distributed testing and
training; radar and optical systems design; command center development; and
intelligence studies and threat analysis. We provide battle simulation software
as part of our role for the U.S. Ballistic Missile Defense Organization's
National Missile Defense program.
We also provide an array of engineering solutions related to combat systems
technologies, including research and development test support, operational test
and evaluation, systems survivability analysis, and body armor development.
Information Services
One of our strongest capabilities is in information technology. The
government sector of the information technology market is approximately $33.6
billion in 1999, and is expected to grow at an annual rate of between 4% and
10%. Approximately 30% of our contracts are in this sector.
Our software products, most of which are certified to ISO 9001, are used
for highly diverse applications, such as high-fidelity simulations, multi-media
training, Internet website development, distributed real-time testing, and
command and control centers.
We have developed hundreds of simulation programs, including the Extended
Air Defense Simulation, which is used by friendly governments worldwide and was
combat-proven during Operation Desert Storm and more recent operations. We have
recently upgraded the U.S. Army's land-combat model to include amphibious and
tactical air operations.
We are recognized as a leader in the development of real-time, vehicle-and
weapons-integrated simulations for systems testing and training. Our Systems
Exerciser is a simulation tool used to verify the inter-operational
compatibility of geographically separated, complex defense systems. The Systems
Exerciser "drives" actual weapons systems with a simulated environment including
threats, weather and terrain, creating a robust virtual world in which real
systems can operate and interact.
We have been continuously involved in weapons signature management
development efforts since 1989, with over 47 successful programs, of which 37
were sole source contracts. We are particularly well-known for systems that
limit the detection of soldiers on the battlefield by radar or infrared sensors,
as to which we hold several issued and pending patents. The Optical Signatures
Code, which we developed and maintain, is the recognized standard in missile
defense. We also developed the world's largest on-line database for optical
signatures.
Environmental Solutions
We utilize our systems engineering solutions to assist the U.S. Government
in complying with terms of the Chemical Weapons Convention Treaty. This Treaty
requires the United States to destroy all chemical weapons and materiel by 2007.
As a 50% participant in a joint venture, we are developing alternative
technologies to incineration for the destruction of stockpile chemical
munitions. We are presently the only contractor operating in the non-stockpile
chemical munitions sector. As the prime contractor for the U.S. Army's
Non-Stockpile Chemical Materiel Demil-
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itarization program, we are designing, fabricating, integrating, and testing
equipment to safely destroy small caches of chemical munitions and materiel
located in over 30 states.
We were recently selected by the Air Force to establish and operate a
highly-specified analysis laboratory. This laboratory, used for performing
nuclear forensic analysis of gas samples, has been operated for many years by
military personnel at McClellan Air Force Base in California, and is now being
transferred to contractor operation.
Enterprise Control and Energy Products
Our systems engineering capabilities are applied to energy problems through
a variety of services and products. Our OpenVector(TM) supervisory control and
data acquisition systems are used for managing over half of the gas
transportation pipelines in the United States, and we have recently added new
international customers in South Korea, Hungary and Brazil. While most of our
Open Vector(TM) software sales have been in the United States, additional
significant market opportunities exist in the international arena as well as in
new applications such as satellite control. Applications of OpenVector(TM)
software are expanding into water/waste water control and general enterprise
consolidated information management. Frost & Sullivan has estimated that the
international market for commercial system control and data acquisition
applications would be approximately $2.6 billion in 1998 and will grow at
approximately 15% per year.
We manufacture and sell low-power, continuously-operating electrical
generators utilized in energy remote locations. We market our line of low-power
radioisotope thermoelectric generators under the SENTINEL(TM) brand name. One of
our units aboard the Pioneer spacecraft has exited the solar system, after
flawlessly providing power for more than two decades. Our TELAN(TM)
thermoelectric systems provide up to 90 watts of constant, reliable power at
remote locations throughout the world. Our recently announced 2.5-kilowatt
Minotaur(TM) engine-generator system runs on natural gas and is designed for
long-term, continuous, low-maintenance operation for the oil and gas production
industry, and to provide prime power for applications in emerging countries that
lack sophisticated infrastructures.
AEROSPACE ENGINES AND COMPONENTS SEGMENT
Our Aerospace Engines and Components segment, through Teledyne Continental
Motors and Teledyne Cast Parts, focuses on the design, development and
manufacture of piston engines, turbine engines, electronic engine controls,
batteries and metal castings.
Piston Engines
We design, develop and manufacture piston engines and ignition systems for
major general aviation airframe manufacturers and provide spare parts and engine
rebuilding services. We are one of two primary worldwide producers of piston
engines and after-market service providers for the general aviation marketplace.
Over 300,000 piston-powered aircraft have been produced since the inception
of the general aviation industry. The active fleet of single and twin-engine
aircraft is estimated to be 165,000, with approximately 200,000 engines
currently in service. We estimate that our engines power approximately one half
of the active fleet. The average age of this fleet is approximately 30 years.
Our share of the installed base is extremely important in a business in which
repair and replacement parts can provide substantial ongoing revenue.
Our product lines include engines powering the industry benchmark Raytheon
Beech Bonanza and Baron aircraft, the Mooney Aircraft line of advanced single
engine aircraft, and the popular New Piper Seneca V twin-engine aircraft. In
addition to these long-standing products, all four new high-speed, composite
aircraft currently entering production will be powered by our engines. These are
the Cirrus SR20, Lancair Columbia, Diamond Katana C1, and the Extra 400.
The market for piston powered general aviation aircraft has shown a strong
resurgence in recent years. Following the passage of the
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General Aviation Revitalization Act (GARA) of
1994, which limited manufacturers' product liability for aircraft over 18 years
in age, the domestic production of new aircraft has increased from 444 new units
in 1994 to over 1,500 units in 1998. Following the passage of GARA, the industry
has introduced new and advanced airframes and avionics and increased the rate of
spending for new product research and development. Additionally, NASA is
sponsoring three new programs aimed at increasing the efficient commercial use
of small general aviation aircraft. NASA is also co-sponsoring our development
of a new engine that will use commonly available and less expensive Jet-A fuel.
In addition to the sales of new aircraft engines to aircraft producers, we
also actively support the aircraft engine aftermarket. Piston aircraft engines
are produced with a finite utilization life generally expressed as time between
overhaul (TBO). Rebuilding or overhauling of the engine is required at TBO,
which can range between 1,600 and 2,000 hours for our aircraft engines. With an
installed base of approximately 100,000 Teledyne Continental Motors engines and
an average aircraft utilization of 133 hours per year, approximately 10,000 of
our aircraft engines can be expected to be overhauled in the aftermarket each
year. Our aftermarket support includes the rebuilding of nearly 3,000 of these
units annually with our Gold Medallion Rebuilt Engine. We also provide a full
complement of spare parts such as cylinders, crankcases, fuel systems,
crankshafts, camshafts and ignition products.
Our Aerosance unit has developed the first first full authority digital
electronic controls for piston aircraft engines. These controls are designed to
automate many functions that currently require manual control, such as fuel
flow, ignition and power management. This system also saves fuel as a result of
improved engine management. We believe that these control systems, which are in
the process of FAA certification testing, will become standard equipment on new
aircraft, and will be retrofitted on higher-end, piston-powered general aviation
aircraft.
In November 1999, we acquired certain assets of Long Island, New York-based
Mattituck Aviation Corporation, a privately-owned aftermarket supplier and
piston engine rebuilder and overhauler to the general aviation marketplace. This
acquisition is expected to bring additional service capabilities to Teledyne
Continental Motors. These service capabilities should enhance our investments in
manufacturing excellence and the development of digital electronic controls for
piston aircraft engines.
Turbine Engines
We design, develop and manufacture small turbine engines for missiles and
unmanned aerial vehicles. We also produce engines that power military trainer
aircraft. Since the late 1950s, we have delivered over 20,000 of these engines
to defense contractors. We believe that the near-term demand for these engines
will increase as a result of the depletion of cruise missiles in recent
international conflicts.
Our J402 engine powers the HARPOON missile system. Derivatives of this
engine power the Standoff Land Attack Missile and the Standoff Land Attack
Missile Expanded Response. Over 7,400 of these engines have been produced for
these missile systems, which are deployed by the U.S. Navy and various NATO
countries.
A derivative of the J402 engine has been selected by Lockheed Martin to
power the Joint Air to Surface Standoff Missile which is scheduled to be fielded
in 2002. The U.S. Air Force and the U.S. Navy plan to purchase approximately
2,400 of these missiles by 2008. Another derivative has been selected by
Raytheon to provide propulsion for the Tactical Tomahawk Cruise Missile, with
over 1,300 missiles planned for field deployment beginning in 2003. We are the
sole source provider of engines for the Joint Air to Surface Standoff and
Tactical Tomahawk cruise missiles systems.
Another of our engines provides the turbine power for the Improved Tactical
Air Launched Decoy being built for the U.S. Navy. This system enhances stand-off
capability by identifying the
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enemy radar sources for lethal weapons. This low-cost turbine engine is the
first of a family of lower-thrust engines to enter production.
Another of our engines serves as the propulsion source for the T-37
aircraft, the primary jet trainer for the U.S. Air Force. This engine has been
in service for over 40 years and will continue to power the T-37 well into the
next decade. We are the sole source for major spare parts for this engine.
Battery Products
Our battery products operations specialize in the design, development and
manufacture of engineered products for the lead acid battery markets. We are
focused on providing engineered products in niche markets with more favorable
margins than typical battery products.
We design, develop and manufacture dry-charged batteries that can be stored
for years without deterioration. Our maintenance-free, valve-regulated,
recombinant batteries offer electrical performance and rechargeable
characteristics that are superior to other types of maintenance-free batteries.
Our Gill(TM) line of lead acid batteries is widely recognized as the
premier dry-charged, starting and standby power source for general aviation.
More companies manufacturing new general aviation aircraft choose the Gill(TM)
product line than any other lead acid battery.
The technical characteristics of our batteries offer the possibility of
sales to growing non-aviation markets, such as the cable television and
telecommunications industries backup.
Cast Parts
Teledyne Cast Parts offers a wide range of complex sand-cast aluminum and
magnesium castings and nickel-based superalloy and stainless steel investment
castings to the aerospace and defense industries. Premium quality castings are
produced from various processes in accordance with military, aerospace and
commercial customer specifications to exacting tolerances and mechanical
strengths.
Our major customers include airframe and turbine engine manufacturers,
missile producers and other defense contractors. We supply castings to the U.S.
Navy for use in its Phalanx weapons system, as well as castings used in Tomahawk
Cruise Missiles, jet engines and armament systems for both airborne and land
vehicles.
Based on publicly-available sales data, we estimate that the market for
aluminum and magnesium casting was approximately $1 billion in 1998 and the
market for air melt steel and vacuum melt superalloys was approximately $2.6
billion. The metals casting industry has been highly fragmented and has
experienced consolidation in recent years. We believe that this trend may
provide us with additional growth opportunities.
SALES AND MARKETING
No commercial customer accounted for more than 10% of our total sales
during 1998, 1997 or 1996. Approximately 40%, 40% and 44% of our total sales for
1998, 1997 and 1996 were derived from contracts with agencies of, and prime
contractors to, the U.S. Government. We do not regard sales to the U.S.
Government as constituting sales to a single customer, because various U.S.
Government customers exercise independent purchasing decisions.
Our principal U.S. Government customer is the U.S. Department of Defense.
Our largest program with the U.S. Government, the Systems Engineering and
Technical Assistance contract with the Space and Missiles Defense Command
accounted for 7.3%, 7.1% and 8% of total sales for 1998, 1997 and 1996. No other
program represented more than 4% of total sales for 1998, 1997 and 1996. Sales
by our segments to agencies of and prime contractors to, the U.S.
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Government in each of the past three years were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C>
Electronics and
Communications..... $102.4 $102.7 $114.8
Systems Engineering
Solutions............ $159.2 $158.0 $169.4
Aerospace Engines and
Components......... $ 46.8 $ 42.6 $ 32.5
</TABLE>
Our sales and marketing approach varies by segment and by products within
our segments. A shared fundamental tenet is the commitment to work closely with
our customers to understand their needs, with an aim to secure preferred
supplier and longer-term relationships.
Our business segments use a combination of internal sales forces,
distributors and commissioned sales representatives to market and sell our
products and services. Products are also advertised in appropriate trade
journals and by means of various Internet web sites. To promote our products and
other capabilities, our personnel regularly participate in relevant trade shows
and professional associations. Many of our government contracts are awarded
after a competitive bidding process in which we seek to emphasize our ability to
provide superior products and technical solutions in addition to competitive
pricing.
COMPETITION
We believe that technological capabilities and innovation and the ability
to invest in the development of new and enhanced products are critical to
obtaining and maintaining leadership in our markets and the industries in which
we compete generally. Although we have certain advantages that we believe help
us compete in our markets effectively, each of our markets is highly
competitive. Our businesses variously compete on the basis of quality, product
performance and reliability, technical expertise, price and service. Many of our
competitors have, and potential competitors could have, greater name
recognition, a larger installed base of products, more extensive engineering,
manufacturing, marketing and distribution capabilities and greater financial,
technological and personnel resources than we do.
RESEARCH AND DEVELOPMENT
We spent a total of $160.5 million, $175.0 million, $188.8 million and
$202.6 million on research and development for the nine months ended September
30, 1999 and for 1998, 1997, and 1996, respectively. Customer-funded research
and development, most of which was attributable to work under contracts with the
U.S. Government, represented approximately 87%, 86%, 85%, and 86% of total
research and development costs for the nine months ended September 30, 1999 and
for 1998, 1997, and 1996, respectively.
INTELLECTUAL PROPERTY
While we own and control various intellectual property rights, including
patents, trade secrets, confidential information, trademarks, trade names, and
copyrights, which, in the aggregate, are of material importance to our business,
our management believes that our business as a whole is not materially dependent
upon any one intellectual property or related group of such properties. We own
over 700 active patents and are licensed to use certain patents, technology and
other intellectual property rights owned and controlled by others. Similarly,
other companies are licensed to use certain patents, technology and other
intellectual property rights owned and controlled by us.
Patents, patent applications and license agreements will expire or
terminate over time by operation of law, in accordance with their terms or
otherwise. We do not expect the expiration or termination of these patents,
patent applications and license agreements to have a material adverse effect on
our business, results of operations or financial condition.
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OUR FACILITIES
Our principal facilities as of September 30, 1999 are listed below.
Although the facilities vary in terms of age and condition, our management
believes that these facilities have generally been well-maintained.
<TABLE>
<CAPTION>
SQUARE FOOTAGE
FACILITY LOCATION PRINCIPAL USE (OWNED/LEASED)
- -------------------------------------- -------------------------------------- -------------------
<S> <C> <C>
ELECTRONICS AND COMMUNICATIONS SEGMENT
Teledyne Electronic Technologies
Los Angeles, California Development and production of 123,000 (leased)
electronic components and subsystems. 17,000 (owned)
Los Angeles, California Production of digital data acquisition 154,000 (leased)
systems for monitoring commercial
aircraft and engines.
Lewisburg, Tennessee Development and production of 153,000 (owned)
electronic components and subsystems.
Mountain View, California Production of ferrite components, 100,000 (owned)
switching devices, filters and
monolithic microwave integrated
circuits.
Hawthorne, California Production of electronic components. 83,000 (owned)
Rancho Cordova, California Development and production of 75,000 (owned)
traveling wave tubes and power 16,000 (leased)
supplies for use in commercial
markets.
SYSTEMS ENGINEERING SOLUTIONS SEGMENT
Teledyne Brown Engineering
Huntsville, Alabama Provision of engineered services and 475,000 (owned)
products, including systems 123,000 (leased)
engineering, optical engineering,
software and hardware engineering, and
instrumentation technology.
AEROSPACE ENGINES AND COMPONENTS
SEGMENT
Teledyne Continental Motors
Mobile, Alabama Design, development and production of 1,270,000 (leased)
new and rebuilt piston engines,
ignition systems and spare parts for
the general aviation market.
Redlands, California Manufacturing of batteries for the 91,000 (owned)
general aviation market.
Toledo, Ohio Design, development and production of 373,000 (leased)
small turbine engines for aerospace
and automotive markets.
Teledyne Cast Parts
Pomona, California Manufacturing of aluminum and 231,000 (owned)
magnesium castings for air frames,
turbine engines and missiles.
City of Industry, California Manufacturing of nickel-based 70,000 (owned)
superalloy and stainless steel
investment castings.
</TABLE>
We also own or lease facilities elsewhere in the U.S. and in countries outside
the U.S., including Tijuana, Mexico, Gloucester, England and Cumbernauld,
Scotland. Our executive offices are currently located at 2049 Century Park East,
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Los Angeles, California 90067-3101 and will be subleased from a subsidiary of
ATI.
LEGAL PROCEEDINGS
From time to time, we become involved in various lawsuits, claims and
proceedings related to the conduct of our business. While we cannot predict the
outcome of any lawsuits, claims or proceedings, our management does not believe
that the disposition of any pending matters is likely to have a material adverse
effect on our financial condition or liquidity.
EMPLOYEES
Out of a total workforce of 5,800, approximately 1,400 individuals have
engineering, physics, mathematics or computer science degrees. Approximately 370
of our employees are represented by the International Union of United
Automobile, Aerospace and Agricultural Implement Workers of America under a
collective bargaining agreement that expires on December 16, 2000. We consider
our relations with our employees to be good.
ARRANGEMENTS WITH ATI
RELATING TO THE SPIN-OFF
For the purpose of governing certain of the relationships between ATI and
Teledyne Technologies relating to the spin-off, to provide for an orderly
transition and for other matters, ATI and Teledyne Technologies will enter into
the agreements described below, copies of which have been filed as exhibits to
the Registration Statement of which this Information Statement is a part. The
following summaries of the material terms of these agreements are qualified by
reference to the agreements as so filed.
SEPARATION AND DISTRIBUTION AGREEMENT
ATI and Teledyne Technologies and certain other companies affiliated with
ATI will enter into a Separation and Distribution Agreement that will provide
for the principal corporate transactions required to effect the separation of
our businesses from those of ATI, the spin-off and certain other matters
governing the relationship among us after the spin-off.
To separate our businesses from other businesses of ATI, the subsidiary of
ATI that has historically held most of the assets used in our businesses will
transfer those assets to us and we will purchase the remaining assets used in
our business from other subsidiaries of ATI, without representation or warranty
and on an "as is," "where is" basis and "with all faults". We will assume all
liabilities associated with our businesses, including those arising from the
operation of our businesses both before and after the spin-off.
Each of ATI and Teledyne Technologies will release the other from all other
obligations and liabilities owed to such party existing on the date of the
spin-off, other than liabilities and obligations arising under the Separation
and Distribution Agreement and the other agreements entered into in connection
with the spin-off. Likewise, each of ATI and Teledyne Technologies will
indemnify the other for liabilities arising from a breach of these agreements or
the failure to pay or discharge the liabilities assumed by such party under the
Separation and Distribution Agreement.
The Separation and Distribution Agreement requires that we initiate a
public offering of our common stock within eight months following the spin-off,
and complete the public offering within one year following the spin-off. It also
requires that we use proceeds of the offering as contemplated by the tax ruling
request. It was represented in the tax ruling request that we expected that
gross proceeds of the public offering would be approximately $125 million, and
that we intend to use the net proceeds of the offering for research and
development and related capital projects, for further development of our
manufacturing capabilities, and for acquisitions and/or joint ventures.
We are currently an additional named insured under various ATI insurance
policies. Under the Separation and Distribution Agreement, we will be entitled
to the benefit of pre-spin-off historical coverage under ATI's property,
liability and certain other insurance policies to the extent coverage is
applicable or potentially
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available and where limits of liability have not
been exhausted, either on a per occurrence or aggregate basis. The terms and
conditions of these policies, including limits of liability, will not be amended
as a consequence of the spin-off. To the extent that these policies feature a
deductible or self-insured retention, we will continue to be responsible for our
allocable share of the deductibles and retentions, based on the same allocation
formulas that applied prior to the spin-off and, in the case of aircraft product
liability policies, to the full extent of the deductible or retention for each
claim made against our Company under those policies.
The Separation and Distribution Agreement provides that until the third
annual meeting of our stockholders held following the spin-off, at least a
majority of our directors will also be members of the Board of Directors of ATI.
The initial members of our board of directors will be Thomas A. Corcoran, Diane
C. Creel and C. Fred Fetterolf (Class I), Paul S. Brentlinger and Robert
Mehrabian (Class II) and Robert P. Bozzone, Frank V. Cahouet and Charles J.
Queenan, Jr. (Class III). The Separation and Distribution Agreement also
provides that we will nominate Mr. Corcoran, Ms. Creel and Mr. Fetterolf (or, if
any such director is unable or unwilling to serve, such other candidate as
Messrs. Bozzone, Cahouet and Queenan or the survivor of them shall designate)
for re-election as a Class I director at the first annual meeting of our
stockholders following the spin-off.
EMPLOYEE BENEFITS AGREEMENT
Prior to the date of the spin-off, ATI and Teledyne Technologies will enter
into an Employee Benefits Agreement to set forth the manner in which assets and
liabilities under employee benefit plans and other employment-related
liabilities will be divided between them, and to help ensure a smooth transition
for employees' benefits in the spin-off. In general, we will be responsible for
compensation and employee benefits relating to our employees.
The Employee Benefits Agreement provides that we will establish a new
defined benefit pension plan on terms substantially similar to the parts of
ATI's Pension Plan applicable to all of our employees, both active and inactive
at our operations which perform government contract work and for our active
employees at our operations which do not perform government contract work. It is
anticipated that we will receive pension assets equal to liabilities as well as
approximately $50 million in surplus pension assets. With this transfer, it is
anticipated that we will not have to make a pension contribution in the
foreseeable future. In addition, we will assume certain retiree medical
obligations and should be able to withdraw cash from our pension plan to pay our
retiree medical costs.
The Employee Benefits Agreement will also provide for the treatment of
outstanding options to acquire ATI common stock issued under ATI benefit plans.
At the time of the spin-off, ATI stock options held by our employees will be
converted into options to purchase shares of Teledyne Technologies common stock.
The number of shares the option holder would be able to purchase and the
exercise price of the options would be adjusted in the conversion based on the
relationship of the ATI stock price and the stock price of Teledyne
Technologies, so that the "intrinsic value" of the options (that is, the
difference between the market value of the stock acquired on the exercise and
the exercise price of the options) before the spin-off would be equivalent to
the intrinsic value of the options immediately after the spin-off. The
determination of that value cannot be made until after the spin-off. The options
would otherwise continue to be and become exercisable on the terms and
conditions set forth in the original ATI benefit plans.
Under the Employee Benefit Agreement, the current award period under the
ATI Performance Share Program would be terminated when the spin-off occurs.
ATI's compensation committee will determine the amount of the awards, if any,
that have been earned, based on the achievement of plan goals through the
spin-off date, and will make awards pro-rated for the shortened Program term.
Pursuant to the Program, payments will be made in cash and stock. Stock payments
to our employees will be paid in Teledyne Technologies common stock. Pursuant to
the Program, we will
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make the payments in three annual installments, with the first payment expected
to be made early in the year 2000.
The Employee Benefits Agreement also provides for the treatment of
purchased, designated and restricted shares issued under the ATI Stock
Acquisition and Retention Program prior to the spin-off. Under the Agreement,
participants who have purchased or designated ATI shares will receive
distributions of the common stock of Teledyne Technologies and Water Pik
Technologies in the spin-offs on the purchased or designated ATI shares. The
shares they receive in the spin-off, as well as the original ATI shares, will
continue to be held as collateral for the loans for the purchased shares, all of
which will be retained by ATI, until the loans are fully paid. Restricted shares
issued under the Program to our employees will be converted into shares of
Teledyne Technologies common stock. The new Teledyne Technologies shares will
also be restricted shares until the restriction lapse on the terms and
conditions set forth in the original ATI Program.
The Employee Benefits Agreement provides, in general, that we will receive
no assets with which to fund liabilities under non-qualified plans. An exception
applies with respect to the Allegheny Teledyne Executive Deferred Compensation
Plan under which employees with total annual compensation in excess of $100,000
may elect to defer a portion or all of their salary and/or bonus; it is
anticipated that we will receive company-owned life insurance policies or other
assets with a cash value equal to the amount of deferred compensation
liabilities at the time of the spin-off. In addition, while we would assume
liabilities for pension benefits in excess of qualified plan limits under the
Teledyne, Inc. Pension Equalization Plan, ATI would guarantee to participants
the payments of these obligations -- as of the spin-off date -- if we cannot pay
such obligations.
TAX SHARING AND INDEMNIFICATION AGREEMENT
On or prior to the date of the spin-off, ATI and Teledyne Technologies will
enter into a Tax Sharing and Indemnification Agreement that will set forth each
party's rights and obligations regarding payment and refunds, if any, with
respect to taxes for periods before and after the spin-off and related matters
such as the filing of tax returns and the conduct of audits or other proceedings
involving claims made by taxing authorities.
In general, ATI will be responsible for filing consolidated U.S. federal
and consolidated, combined or unified state income tax returns for periods
through the date of the spin-off, and for paying the taxes relating to such
returns including any subsequent adjustments resulting from the redetermination
of such tax liability by the applicable taxing authorities. We will be
responsible for other taxes attributable to our operations.
The Tax Sharing and Indemnification Agreement provides that we will
indemnify ATI and its directors, officers, employees, agents and representatives
for any taxes imposed on, or other amounts paid by, them or ATI's stockholders,
if we take actions or fail to take actions (such as completing the public
offering) that result in the spin-off not qualifying as a tax-free distribution.
For example, pursuant to the Tax Sharing and Indemnification Agreement, Teledyne
Technologies will agree that for a two-year period following the date of the
spin-off: (i) we will continue to engage in the Teledyne Technologies
businesses; (ii) we will continue to own and manage at least 50% of the assets
which we own directly or indirectly immediately after the spin-off; and (iii) we
will not, unless we obtain the written consent of ATI, engage in a number of
specified transactions. Transactions subject to these restrictions will include
issuance of Teledyne Technologies common stock (or certain derivatives of our
stock) in amounts which represent 40% or more of the Teledyne Technologies
common stock, issuance of instruments other than Teledyne Technologies common
stock (or derivatives of our stock) constituting equity for U.S. federal tax
purposes, certain redemptions and other acquisitions of capital stock or equity
securities of Teledyne Technologies, or the merger, dissolution or liquidation
of our company.
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If our obligations under the Tax Sharing and Indemnification Agreement were
breached and the spin-off were to fail to qualify as tax-free for U.S. federal
income tax purposes as a result of such breach, we would be required to satisfy
the indemnification obligation described above. This indemnification obligation
could exceed our net worth at that time.
Though valid as between the parties thereto, the Tax Sharing and
Indemnification Agreement is not binding on the IRS and does not affect the
several liability of ATI, Teledyne Technologies and their respective
subsidiaries to the IRS for all U.S. federal taxes of the consolidated group
relating to periods prior to the spin-off.
INTERIM SERVICES AGREEMENT
On or prior to the date of the spin-off, ATI and Teledyne Technologies will
enter into an Interim Services Agreement pursuant to which ATI will provide us
with transitional administrative and support services for a period of time not
expected to exceed 12 months. The Interim Services Agreement will provide that
we will pay a fee to ATI intended to approximate ATI's cost for such services
plus 10%.
The Interim Services Agreement will provide that we will indemnify ATI for
all claims, losses, damages, liabilities and costs incurred by ATI to a third
party arising in connection with the provisions of a service under the
agreement, other than those costs resulting from ATI's willful misconduct or
gross negligence. In general, we can terminate an interim service after an
agreed notice period.
TRADEMARK LICENSE AGREEMENT
On or prior to the date of the spin-off, an affiliate of ATI and Teledyne
Technologies will enter into certain intellectual property related agreements,
including a license agreement pursuant to which Teledyne Technologies will be
granted a license to use the "Teledyne" name and related logos, symbols and
marks (collectively, "Teledyne Marks") in connection with Teledyne Technologies
operations after the spin-off. Under the terms of this license agreement,
Teledyne Technologies will have the right to use the Teledyne Marks anywhere in
the world in connection with the manufacture, distribution, marketing,
advertising, promotion and sale of its products. We have agreed to pay an annual
fee of $100,000 for this license and at the end of five years have an option to
purchase all rights and interests in the Teledyne Marks for $412,000.
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MANAGEMENT
DIRECTORS
Our Board of Directors is expected initially to consist of the individuals
named below. Until the third annual meeting of our stockholders following the
spin-off, at least a majority of the members of our Board of Directors will also
be directors of ATI. See "Arrangements with ATI Relating to the
Spin-Off -- Separation and Distribution Agreement" and "Description of Our
Capital Stock."
Our Certificate of Incorporation provides that we will have three classes
of directors, the initial terms of office of which will expire, respectively, at
the annual meeting of stockholders in 2000, 2001 and 2002. Successors to any
directors whose terms are expiring are elected to three-year terms and hold
office until their successors are elected and qualified.
Also set forth below with respect to each director is the class of which
such director will be a member. The business address for each person listed
below is 2049 Century Park East, Los Angeles, California 90067-3101. Each
individual listed below is a citizen of the United States.
Our Bylaws contain provisions designed to ensure that at least a majority
of our directors are also directors of ATI until the third annual meeting of our
stockholders held after the spin-off. The Bylaws also provide that no quorum of
the Board will be deemed present unless at least a majority of the directors
present are also members of the Board of Directors of ATI.
CLASS I DIRECTORS
The Class I Directors will serve until the 2000 annual meeting of our
stockholders and until their respective successors are elected and qualified.
Our Class I Directors will be:
Thomas A. Corcoran
Age 55
Thomas A. Corcoran has been the President and Chief Executive Officer of
ATI since October 1999. He previously served as the President and Chief
Operating Officer of the Electronics Sector of Lockheed Martin Corporation from
March 1995 through October 1998 and he was President and Chief Operating Officer
of the Lockheed Martin Space Sector from October 1998 through September 1999.
Previously, he was President of Martin Marietta Corporation's Electronics Group
beginning in 1993. Mr. Corcoran is also a director of ATI, L-3 Communications
Holdings, Inc., Lincoln Electric Holdings, Inc. and REMEC, Inc. He will serve as
non-executive chairman of our Board of Directors.
Diane C. Creel
Age 50
Diane C. Creel is Chief Executive Officer and President of EarthTech, an
international consulting engineering firm. Ms. Creel is also a director of ATI
and The B.F. Goodrich Company and a member of the Boards of the Corporations and
Trusts which comprise the Fixed Income funds of the American Funds Group.
C. Fred Fetterolf
Age 71
C. Fred Fetterolf was President and Chief Operating Officer of Alcoa, Inc.
prior to his retirement in 1991. He is also a director of ATI, Commonwealth
Industries, Dentsply International Inc., Union Carbide Corporation and Praxair,
Inc.
CLASS II DIRECTORS
The Class II Directors will serve until the 2001 annual meeting of our
stockholders and
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<PAGE> 67
until their respective successors are elected and qualified. Our Class II
Directors will be:
Paul S. Brentlinger
Age 72
Paul S. Brentlinger is a Partner of Morgenthaler Ventures, a venture
capital group headquartered in Cleveland, Ohio. He led Morgenthaler's investment
in such companies as Microchip Technology, Inc. and Dispatch Communications (now
part of Nextel Communications, Inc.). Prior to joining Morgenthaler, he was
Senior Vice President--Finance of Harris Corporation, a manufacturer of
communications equipment. Mr. Brentlinger is also a director of ATI.
Robert Mehrabian
Age 58
Robert Mehrabian has been the President and Chief Executive Officer of
ATI's Aerospace and Electronics segment since July 1999 and has served ATI in
various senior executive capacities since July 1997. Prior to that, Dr.
Mehrabian served as President of Carnegie Mellon University. Dr. Mehrabian is a
director of ATI, Mellon Bank Corporation, PPG Industries Inc. and BEI
Technologies, Inc.
CLASS III DIRECTORS
Class III directors will serve until the 2002 annual meeting of our
stockholders and until their respective successors are elected and qualified.
Our Class III Directors will be:
Robert P. Bozzone
Age 66
Robert P. Bozzone has been Vice Chairman of the Board of ATI since August
1996. He had served as Vice Chairman of Allegheny Ludlum Corporation since
August 1994 and previously was President and Chief Executive Officer of
Allegheny Ludlum. He is also a director of ATI and of DQE, Inc., whose principal
subsidiary is Duquesne Light Company.
Frank V. Cahouet
Age 67
Frank V. Cahouet served as the Chairman, President and Chief Executive
Officer of Mellon Bank Corporation, a bank holding corporation, and Mellon Bank,
N.A. prior to his retirement on December 31, 1998. Mr. Cahouet is also a
director of ATI, Avery Dennison Corporation, Korn/Ferry International, Mellon
Bank Corporation, Saint-Gobain Corporation and USEC, Inc.
Charles J. Queenan, Jr.
Age 69
Charles J. Queenan, Jr. is Senior Counsel to Kirkpatrick & Lockhart LLP,
attorneys-at-law. Prior to January 1996, he was a partner of that firm. Mr.
Queenan is also a director of ATI and Crane Co. Kirkpatrick & Lockhart LLP
performs legal services for ATI, including in connection with the spin-off, and
may in the future perform services for us.
COMMITTEES OF OUR BOARD OF DIRECTORS
In addition to other committees established by our Board of Directors from
time to time, our board has established an Audit and Finance Committee, a
Governance Committee, a Personnel and Compensation Committee and a Stock
Incentive Award Subcommittee.
AUDIT AND FINANCE COMMITTEE. The principal audit functions of the Audit
and Finance Committee include:
- - Making recommendations to the Board of Directors regarding the appointment of
the independent accountants for the coming year.
- - Reviewing the scope and general extent of, and proposed fees for, the annual
audit plan and other activities of the independent accountants and the audit
plan of the internal auditors.
- - Reviewing with management and the independent accountants, upon completion of
the annual audit, the financial statements and related reports for their
adequacy and compliance with generally accepted accounting, reporting and
disclosure standards.
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<PAGE> 68
- - Evaluating the effectiveness of our internal and external audit efforts,
accounting and financial controls, policies and procedures and business ethics
policies and practices through a review of reports by, and at regular meetings
with, the internal and external auditors and with management, as appropriate.
The principal finance functions of the Audit and Finance Committee include:
- - Reviewing and evaluating proposed bank credit agreements and other major
financial proposals.
- - Reviewing and evaluating our relationships with banks and other financial
institutions.
- - Reviewing and making recommendations to the Board of Directors concerning
policies with respect to dividends and capital structure.
- - Meeting with the independent auditors and the internal auditors, with and
without management being present, to discuss all appropriate matters.
GOVERNANCE COMMITTEE. The Governance Committee will:
- - Make recommendations to the Board of Directors with respect to candidates for
nomination as new board members and with respect to incumbent directors for
nomination as continuing board members.
- - Make recommendations to the Board of Directors concerning the memberships of
committees of the board and the chairpersons of the respective committees.
- - Make recommendations to the Board of Directors with respect to the
remuneration paid and benefits provided to members of the board in connection
with their service on the board and its committees.
- - Administer our formal compensation programs for directors, including the
Teledyne Technologies Incorporated 1999 Non-Employee Director Stock
Compensation Plan.
- - Make recommendations to the Board of Directors concerning the composition,
organization and operations of the board of directors, including the
orientation of new members and the flow of information.
- - Evaluate board tenure policies as well as policies covering the retirement or
resignation of incumbent directors.
PERSONNEL AND COMPENSATION COMMITTEE. The Personnel and Compensation
Committee will:
- - Make recommendations to the Board of Directors concerning general executive
management organization matters.
- - Make recommendations to the Board of Directors concerning compensation and
benefits for employees who are also our directors, consult with our Chief
Executive Officer on compensation and benefit matters relating to other
executive officers who are required to file reports under Section 16 of the
Securities Exchange Act of 1934, as amended (except to the extent such matters
relate to the stock-based compensation of our executive officers, which are
within the powers and authority of the Stock Incentive Award Subcommittee) and
make recommendations to the board of directors concerning compensation
policies and procedures relating to our executive officers.
- - Make recommendations to the Board of Directors concerning policy matters
relating to employee benefits and employee benefit plans.
- - Administer our formal incentive compensation plans.
STOCK INCENTIVE AWARD SUBCOMMITTEE. The Stock Incentive Award Subcommittee
will be responsible for administering and making awards under our stock-based
incentive compensation programs for our executive officers, who are required to
file reports under Section 16 of the Securities Exchange Act of 1934, as
amended.
None of the subcommittee members will be an employee of Teledyne
Technologies. Each member will be a "non-employee director" for the purposes of
Rule 16b-3 of the Securities and Exchange Commission and an "outside director"
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for the purposes of the compensation provisions of the Internal Revenue Code.
COMPENSATION OF OUR DIRECTORS
Directors who are not our employees will be paid an annual retainer fee of
$24,000. The non-executive chairman of the Board of Directors will be paid an
annual retainer fee of $25,000. Directors will also be paid $1,200 for each
board meeting and $1,000 for each committee meeting attended, although the
non-executive chairman of the Board of Directors will not receive any
compensation for attending board meetings. Each non-employee chair of a
committee will be paid an annual fee of $2,500. Directors who are our employees
will not receive any compensation for their services on our board or its
committees.
The non-employee directors will also participate in the 1999 Non-Employee
Director Stock Compensation Plan (the "Director Stock Plan"). The purpose of the
Director Stock Plan is to provide non-employee directors with an increased
personal interest in our performance.
Under the Director Stock Plan, options to purchase 2,000 shares of our
common stock will be granted to non-employee directors on the date of the
distribution of our common stock to ATI stockholders and at the conclusion of
each annual meeting of stockholders. If, after the spin-off, a non-employee
director first becomes a director on a date other than an annual meeting date,
an option covering 2,000 shares of our common stock will be granted to such
non-employee director on his or her first date of board service. The purchase
price of our common stock covered by these options will be the fair market value
of our common stock on the date the option is granted.
The Director Stock Plan also provides that each non-employee director will
receive at least 25% of the annual retainer fee in the form of our common stock
and/or options to acquire our common stock. Each director may elect a greater
percentage. Options granted under this part of the Director Stock Plan are
intended to provide each electing director with options having an exercise value
on the date of grant equal to the foregone fees; that is, the difference between
the exercise price and the market price of the underlying shares of common stock
on the date of grant is intended to be equal to the foregone fees.
In order to continue to attract and retain non-employee directors of
exceptional ability and experience, we will also maintain a Fee Continuation
Plan for Non-Employee Directors. Under the plan, benefits will be payable to a
person who serves as a non-employee director for at least five years. The annual
benefit will equal the retainer fee in effect when the director retires from the
board. Benefits will be paid for each year of the participant's credited service
as a director up to a maximum of ten years.
EXECUTIVE OFFICERS
Set forth below are the name, age, position and office to be held with us,
and principal occupations and employment during the past five years, of those
individuals who are expected to serve as our executive officers immediately
following the spin-off. Those individuals named below who are currently officers
or employees of ATI will resign from all such positions prior to the spin-off.
Our executive officers will be elected to serve until they resign or are
removed, or are otherwise disqualified to serve, or until their successors are
elected and qualified.
Robert Mehrabian
Age 58
President and
Chief Executive Officer
Robert Mehrabian has been the President and Chief Executive Officer of
ATI's Aerospace and Electronics segment since July 1999 and has served ATI in
various senior executive capacities since July 1997. Prior to that, Dr.
Mehrabian served as President of Carnegie Mellon University. Dr. Mehrabian is a
director of ATI, Mellon Bank Corporation, PPG Industries, Inc. and BEI
Technologies, Inc.
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Stefan C. Riesenfeld
Age 51
Executive Vice President and
Chief Financial Officer
Stefan Riesenfeld has been the Executive Vice President and Chief Financial
Officer of ATI's Aerospace and Electronics segment since August 1999. From 1996
to May 1999, Mr. Riesenfeld was Chief Financial Officer of ICL, PLC, a global
information systems and services company based in London, England. From 1983 to
1996, he was with Unisys Corporation where he served as Vice President and
Corporate Treasurer from 1989.
John T. Kuelbs
Age 57
Senior Vice President, General Counsel
and Secretary
John Kuelbs is the Senior Vice President, General Counsel and Secretary of
Teledyne Technologies, having joined ATI's Aerospace and Electronics segment in
October 1999. Mr. Kuelbs was Senior Vice President -- Acquisition Policy for
Raytheon Company from November 1998 to September 1999 and Senior Vice
President -- Legal of Raytheon Systems Company from January 1998 to November
1998. Before Raytheon's acquisition of Hughes Aircraft Company, Mr. Kuelbs spent
17 years at Hughes Aircraft Company where he served as Senior Vice President,
General Counsel and Secretary from 1994 to 1998. From 1976 to 1981, Mr. Kuelbs
was Division Counsel for Ford Aerospace and Communications Company, Newport
Beach, California. Mr. Kuelbs began his legal career in 1973 with the Office of
the Army Chief Trial Counsel.
SEGMENT MANAGEMENT
Marvin H. Fink
Age 63
President,
Teledyne Electronic Technologies
Marvin Fink has been the President of Teledyne Electronic Technologies
since 1993. From 1986 to 1993, he was President of Teledyne Microelectronics.
Mr. Fink has held various management positions with several of Teledyne's
aerospace and electronics companies for over 36 years. Prior to joining
Teledyne, Mr. Fink was a manager and engineer with Litton Industries and Hughes
Aircraft Company. Mr. Fink is a director of Gul Technologies Singapore Ltd, an
electronics components company headquartered in Singapore.
Richard A. Holloway
Age 57
President,
Teledyne Brown Engineering
Richard Holloway has been the President of Teledyne Brown Engineering since
February 1998. From 1986 until joining Teledyne Brown Engineering, Mr. Holloway
was Senior Vice President, Government Division of SCI Systems, Inc., a provider
of manufacturing and design services to commercial companies, the U.S. military
and foreign governments. From 1964 to 1986, he held various positions with The
Boeing Company, including General Manager, Director of High-Technology Products.
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<PAGE> 71
Bryan L. Lewis
Age 50
President,
Teledyne Continental Motors
Bryan Lewis has been the President of Teledyne Continental Motors since
1992. Mr. Lewis first joined Teledyne 18 years ago as a project engineer for its
turbine engine business. Mr. Lewis began his industry career in 1972 at the
Pratt & Whitney Aircraft Division of United Technologies in Hartford,
Connecticut.
Charles E. McGill
Age 64
President,
Teledyne Cast Parts
Charles McGill has been President of Teledyne Cast Parts since March 1999.
Prior to that, he was Vice President of ATI's Aerospace and Electronics segment
and from 1993 through 1997 he was Vice President, Finance and Administration of
Teledyne Electronics Technologies. Mr. McGill has held various management and
financial positions with several of Teledyne's aerospace and electronics
companies for over 34 years. Prior to joining Teledyne, Mr. McGill worked for
the Ford Motor Company.
EMPLOYMENT ARRANGEMENTS
Messrs. Riesenfeld and Kuelbs were retained at an annual base salary of
$300,000 and $275,000, respectively, and are entitled to certain additional
payments. Each of them is also entitled to participate in Teledyne Technologies'
annual incentive bonus plan. In addition, at the spin-off date, Messrs.
Riesenfeld and Kuelbs will receive options to purchase approximately 75,000
shares and 70,000 shares, respectively, of Teledyne Technologies common stock.
The stock option price will be the average price of our common stock over the
first 20 days of trading following the spin-off. Options to purchase 10% of the
shares will become exercisable one year after the grant date, options to
purchase an additional 20% of the shares will become exercisable two years after
the grant date, and options to purchase the remaining 70% of the shares will
become exercisable three years after the grant date.
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HISTORICAL COMPENSATION OF EXECUTIVE OFFICERS
Shown below is information concerning the annual and long-term compensation
for services rendered in all capacities to ATI and its subsidiaries for the
years ended December 31, 1997 and 1998 of the individual who will serve as our
Chief Executive Officer and who was the only executive officer employed by ATI
or an affiliate of ATI at December 31, 1998. The compensation described in this
table was paid by ATI or an affiliate of ATI. The table does not reflect the
compensation to be paid to our executive officers in the future.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ---------------------
----------------------------------- RESTRICTED OPTIONS
FISCAL OTHER ANNUAL STOCK (SHARES) ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS(1) (2) COMPENSATION
- --------------------------- ---------- -------- -------- ------------- ---------- -------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert Mehrabian............. 1998 $370,833 $501,120 $6,171 170,991 40,000 $226,492(3)
1997 145,833 160,000 0 0 0 9,696
(5 months)
</TABLE>
- -------------------------
(1) Represents the closing market price on the award date of ATI restricted
stock awarded to Dr. Mehrabian under ATI's Stock Acquisition and Retention
Program. ATI has paid dividends on the restricted shares. On December 31,
1998, the number of shares (and closing price of such shares, if
unrestricted) held by Dr. Mehrabian under the Program were: 6,847 shares
($140,487). Prior to 1998, Dr. Mehrabian was not eligible to participate in
the Program.
(2) Reflects options granted under ATI's Incentive Plan. Does not include
options awarded to Dr. Mehrabian under ATI's Non-Employee Director Stock
Compensation Plan for his service as a director of ATI before becoming as
employee of ATI.
(3) Includes annual accruals for possible future payments to Dr. Mehrabian under
the ATI Supplemental Pension Plan in the amount of $182,068, company
contributions pursuant to the retirement portion of the ATI Retirement
Savings Plan in the amount of $10,920, company contributions to the ATI
Benefit Restoration Plan in the amount of $24,104, and the dollar value of
the benefit to Dr. Mehrabian of the remainder of company-paid premiums for
split-dollar life insurance in the amount of $9,400.
OPTION GRANTS IN LAST FISCAL YEAR
Shown below is information on grants to Dr. Mehrabian of options to
purchase shares of ATI common stock pursuant to the ATI Incentive Plan during
the year ended December 31, 1998, which are reflected in the Summary
Compensation Table above.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED RATES OF STOCK
NUMBER OF % OF TOTAL PRICE APPRECIATION FOR
SECURITIES OPTIONS EXERCISE OPTION TERM(1)
UNDERLYING GRANTED TO OR BASE --------------------------
OPTIONS EMPLOYEES IN PRICE EXPIRATION 0% 5% 10%
NAME GRANTED FISCAL YEAR ($/SHARE) DATE $ $ $
- ---- ---------- ------------ --------- ---------- ---- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert Mehrabian................. 20,000 * 25.88 2/11/2008 0 325,600 825,000
20,000 * 20.375 12/17/2008 0 256,300 649,500
</TABLE>
- -------------------------
* Less than 1%.
(1) No gain to the optionee is possible without stock price appreciation, which
will benefit all stockholders commensurately. The assumed "potential
realizable values" are mathematically derived from certain prescribed rates
of stock price appreciation. The actual value of these option grants depends
on the future performance of ATI common stock and overall stock market
condition. There is no assurance that the values reflected in this table
will be realized.
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Under the Employee Benefits Agreement, options to purchase shares of ATI
common stock that are held by Dr. Mehrabian will be converted into options to
purchase shares of Teledyne Technologies common stock. The number of our shares
that Dr. Mehrabian will be able to purchase and the exercise price of the
options will be adjusted in the conversion based on the relationship of the ATI
stock price and the stock price of Teledyne Technologies over a fixed period of
time.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY
SHARES UNEXERCISED OPTIONS AT OPTIONS AT FISCAL
ACQUIRED ON VALUE FISCAL YEAR END(#) YEAR END($)(2)
NAME AND PRINCIPAL POSITION EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- --------------------------- ------------- ----------- ----------------------------- -------------------------
<S> <C> <C> <C> <C>
Robert Mehrabian(1)............ 0 0 8,660/40,000 31,364/0
</TABLE>
- -------------------------
(1) Includes options to purchase shares of ATI common stock granted to Dr.
Mehrabian under ATI's Non-Employee Director Stock Compensation Plan with
respect to his service as a non-employee director.
(2) The "value of unexercised in-the-money options" is calculated by subtracting
the exercise price per share from $20.21875 which was the average of the
high and low sales prices of a share of ATI common stock on the New York
Stock Exchange on December 31, 1998.
ATI PERFORMANCE SHARE PROGRAM AWARDS
The following table sets forth information about awards for the 1998-2000
award period made in 1998 under the ATI Performance Share Program.
The amounts included in the Estimated Future Payouts columns represent the
potential payment of ATI common stock and cash to the named officers depending
on the level of achievement (i.e., threshold, target or maximum) of the
performance goals for the three-year award period. Participants will not receive
any payment of ATI common stock or cash under the program if ATI and/or
designated business unit does not achieve the threshold level of performance
objectives during the award period.
<TABLE>
<CAPTION>
ESTIMATED
NUMBER OF FUTURE PAYOUTS UNDER
SHARES, PERFORMANCE NON-STOCK PRICE-BASED PLANS
UNITS OR OR OTHER PERIOD --------------------------------------------
OTHER UNTIL MATURATION THRESHOLD TARGET MAXIMUM
NAME RIGHTS(#) OR PAYOUT ($ OR #) ($ OR #) ($ OR #)
- ---- -------------- ------------------------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Robert Mehrabian........... * 1998-2000 award period 3,284 shs. 13,134 shs. 26,268 shs.
(2001-2003 payout period) $41,667 $166,667 $333,334
</TABLE>
- -------------------------
* The amount of the award is based on base salary at the beginning of the award
period. Two-thirds of the award is to be paid in ATI common stock, with the
number of shares based on the average price of a share of ATI common stock on
the New York Stock Exchange for the last 30 trading days in 1997. One-third of
the award is to be paid in cash.
Under the Employee Benefits Agreement, the current award period under the
ATI Performance Share Program would be terminated when the spin-off occurs and
ATI's compensation committee will determine the amount of awards, if any, that
have been earned. Stock awards
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payable under the Program to our employees will be payable in shares of our
common stock. See "Arrangements with ATI Relating to the Spin-Off--Employee
Benefits Agreement."
BENEFIT PLANS FOLLOWING THE SPIN-OFF
Our Incentive Plans
On or prior to the date of the spin-off, our Board of Directors will adopt,
and ATI as our sole stockholder will approve, the following incentive
compensation plans.
Long-Term Incentive Plan
Our long-term incentive plan is expected to provide for the grant of
various types of long-term incentive awards to selected employees, consistent
with the objectives and restrictions of the plan. Although these awards may
include non-qualified stock options, incentive stock options under the Internal
Revenue Code, stock appreciation rights, and restricted and unrestricted share
awards, it is expected that only stock options and restricted stock awards under
a stock acquisition and retention program will be granted under the plan
initially. A total of 2,650,000 shares of our common stock will be available for
issuance under our long-term incentive plan. The term of the plan is expected to
be ten years.
The plan will vest broad powers in the Personnel and Compensation Committee
of our Board of Directors to administer and interpret the plan. This power will
include the authority to select the persons to be granted awards, to determine
the terms, goals and conditions of awards, and to determine whether such goals
and conditions have been met.
While the precise number of shares is yet to be determined, it is
anticipated that we will grant options for up to 500,000 shares of our Common
Stock to our senior management following the spin-off in addition to those
options granted in connection with the conversion of options to purchase ATI
common stock under the Employee Benefits Agreement.
We also expect to establish a stock acquisition and retention program
("SARP") under our incentive plan with terms that are similar to the SARP
established by ATI. Under this program, each year, key executives will be given
the opportunity to purchase shares of our stock, or designate shares of our
stock previously acquired by them, with a value equal to their base salary at
the beginning of the year. Under the SARP, executives who purchase shares can
deliver a promissory note, payable to Teledyne Technologies, as payment of the
purchase price. Executives will receive an award of one restricted share of our
common stock for each two shares they purchase or designate. In general, the
restricted shares will vest only if the participant retains the shares purchased
or designated by the participant as subject to the SARP for a period of five
years.
Annual Incentive Plan
Our annual incentive plan is expected to give the Personnel and
Compensation Committee of our Board of Directors the discretion to determine the
aggregate amount of money to be used for awards based upon competitive
compensation practices and such measures of our performance as the Committee
selects from time to time. Individual awards will be determined annually by the
Personnel and Compensation Committee in accordance with performance goals
established by the Committee at the beginning of the year.
Deferred Compensation Plan
It is anticipated that we will implement a deferred compensation plan that
will allow certain of our executives to defer all or a portion of their annual
salary and annual incentive plan awards, as well as amounts due under certain of
our other compensation programs. A participant's deferred benefit will be
credited with earnings based on one or more hypothetical investments available
under the plan. The plan is not funded. We expect, however, to hold insurance
policies on the lives of participants in the plan, to the extent insurance is
reasonably available, to provide a possible source of cash for payments that
become due under the plan.
Pension and Other Plans
Pension Plans
Many of our employees will have been participants in various parts of the
ATI Pension
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Plan. On or prior to the date of the spin-off, we intend to adopt the Teledyne
Technologies Pension Plan on terms substantially similar to the parts of the ATI
Pension Plan applicable to all of our employees, both active and inactive at our
operations which perform government contract work and for our active employees
at our operations which do not perform government contract work. The annual
benefits payable under these parts of the pension plans to participating
salaried employees retiring at or after age 65 will be calculated under a
formula which takes into account the participant's compensation and years of
service. The Code limits the amounts payable to participants under a qualified
pension plan. We intend to adopt a Pension Equalization Plan which is designed
to restore benefits which would be payable under the pension plan provisions but
for the limits imposed by the Code, to the levels calculated pursuant to the
formulas contained in the pension plan provisions.
The following table illustrates the approximate annual pension that may
become payable to a Teledyne Technologies employee in the higher salary
classifications under our regular and supplemental pension plans.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL PENSIONS(1)
AVERAGE PAY IN HIGHEST YEARS OF SERVICE(3)
60 MONTHS OF LAST 120 ------------------------------
MONTHS OF EMPLOYMENT(2) 15 20 30
- ----------------------- -------- -------- --------
<S> <C> <C> <C>
$ 200,000 $ 46,277 $ 61,702 $ 92,553
300,000 71,027 94,702 142,053
400,000 95,777 127,702 191,553
500,000 120,527 160,702 241,053
600,000 145,277 193,702 290,553
700,000 170,027 226,702 340,053
800,000 194,777 259,702 389,553
1,000,000 244,277 325,702 488,553
</TABLE>
- ---------------
(1) The estimated amounts assume retirement at age 65 (normal retirement age)
with a straight-life annuity without reduction for a survivor annuity or for
optional benefits. They are not subject to deduction for Social Security
benefits.
(2) For the period through December 31, 1994, for Teledyne employees who are in
the higher salary classifications, compensation for the purposes of the plan
was limited to an individual's base salary. Thereafter, plan compensation
for those employees includes base salary and up to five annual incentive
compensation received on and after January 1, 1995.
(3) The maximum amount of service credited under the pension provisions
applicable to our employees is 30 years of credited service.
Savings Plan
We plan to establish a defined contribution 401(k) program for our
employees on terms substantially similar to the Teledyne, Inc. 401(k) Plan prior
to April 1, 2000 and transfer account balances of affected employees under the
Teledyne, Inc. 401(k) Plan directly to our new plan. Until we establish our new
plan, our employees will continue to participate in a part of the Teledyne, Inc.
401(k) Plan that is maintained for the benefit of our employees. After the
spin-off and until we establish our new savings plan, our part of the Teledyne,
Inc. 401(k) Plan will offer along with other funds, three common stock funds as
investment alternatives: (i) our common stock fund, (ii) a Water Pik
Technologies, Inc. common stock fund and (iii) an ATI common stock fund. Our
plan participants will be able to increase their holdings in our stock fund.
They will not, however, be able to increase their holdings in the Water Pik
Technologies or ATI stock funds. To the extent that the plan fiduciaries have
not already done so, on December 31, 2002, all remaining investments in
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the Water Pik Technologies and ATI stock funds under our part of the Teledyne,
Inc. 401(k) Plan or our new savings plan will be liquidated and the proceeds
transferred to the Teledyne Technologies common stock fund under the applicable
plan. Similar investment restrictions and automatic liquidations will apply to
our stock fund available under the ATI and Water Pik Technologies savings plans.
Employee Stock Purchase Plan
We expect to adopt an employee stock purchase plan similar to ATI's Stock
Advantage Plan, under which our employees will be permitted to purchase shares
of our common stock through payroll deductions supplemented by company
contributions.
Other Benefit Plans
It is expected that we will adopt a number of plans to provide certain
employee welfare benefits to our active employees as well as our retirees after
the spin-off, including medical, short and long-term disability, life insurance,
severance and other benefits, and our Board of Directors will reserve the right
to amend, suspend or terminate any of these welfare plans.
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SECURITY OWNERSHIP
The following table sets forth the number of shares of our common stock
expected to be beneficially owned following the spin-off, directly or
indirectly, by each person known to us who is expected to own beneficially more
than five percent of our outstanding common stock, each director, each of our
executive officers and such persons as a group, in each case based upon the
beneficial ownership of such persons of ATI common stock reported to ATI as of
October 15, 1999, and the distribution ratio of one share of our common stock
for every seven shares of ATI common stock owned by the named persons, including
shares as to which a right to acquire ownership within 60 days of October 15,
1999 exists (for example, through the exercise of stock options) within the
meaning of Rule 13d-3(d)(1) under the Securities Exchange Act of 1934. Each
person has sole voting and investment power with respect to the shares listed
unless otherwise indicated.
<TABLE>
<CAPTION>
NUMBER OF
BENEFICIAL OWNER SHARES PERCENT OF CLASS
- ---------------- --------- ----------------
<S> <C> <C>
J. P. Morgan & Co. Incorporated(1).......................... 3,080,600 11.5%
60 Wall Street
New York, NY 10260
Richard P. Simmons(2)....................................... 2,345,920 8.7%
1000 Six PPG Place
Pittsburgh, PA 15222
Caroline W. Singleton(3).................................... 1,999,902 7.4%
Sole Trustee of the Singleton Family Trust
335 North Maple Drive, Suite 177
Beverly Hills, CA 90210
Scudder Kemper Investments, Inc.(4)......................... 1,575,311 5.9%
345 Park Avenue
New York, NY 10154
Capital Research and Management Company(5).................. 1,450,057 5.4%
333 South Hope Street
Los Angeles, CA 90071
Robert Mehrabian............................................ 9,409 *
Stefan C. Riesenfeld........................................ 0 *
John T. Kuelbs.............................................. 0 *
Robert P. Bozzone(6)........................................ 758,784 2.8%
Paul S. Brentlinger......................................... 1,289 *
Frank V. Cahouet............................................ 27 *
Thomas A. Corcoran.......................................... 0 *
Diane C. Creel.............................................. 177 *
C. Fred Fetterolf(6)........................................ 1,356 *
Charles J. Queenan, Jr.(6).................................. 101,374 *
All directors and executive officers as a group (10
persons).................................................. 872,414 3.2%
</TABLE>
- -------------------------
* Less than one percent of the outstanding shares.
(1) J.P. Morgan & Co. Incorporated filed a Form 13F under the Securities
Exchange Act of 1934 indicating that as of June 30, 1999, it beneficially
owned 21,564,205 shares of ATI common stock,
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<PAGE> 78
including 15,924,890 shares as to which it had sole voting power and 158,369
shares as to which it had shared voting power.
(2) Mr. Simmons will have the sole power to direct the voting of all 2,345,920
shares, and sole power to direct the disposition of 1,191,436 of these
shares. Mrs. Richard P. Simmons will have the sole power to direct the
disposition of 1,154,484 of these shares. The amount shown reflects shares
held for Mr. Simmons as of September 30, 1999 under the ATI Retirement
Savings Plan. Mr. Simmons disclaims beneficial ownership of 33,985 shares,
shown in the table, that will be owned by R.P. Simmons Family Foundation, a
private charitable foundation with respect to which Mr. Simmons serves as
trustee.
(3) Caroline W. Singleton filed a Schedule 13D dated August 25, 1999, indicating
that as of July 26, 1999, she beneficially owned 13,999,320 shares of ATI
common stock, which had been held by Dr. Henry E. Singleton. The shares had
been transferred to the Singleton Family Trust, of which she is the sole
trustee.
(4) Scudder Kemper Investments, Inc. filed a Schedule 13G dated February 12,
1999 indicating that as of December 31, 1998, it beneficially owned ATI
common stock as follows: 2,326,862 sole voting power; 7,974,265 shared
voting power; 10,928,613 sole dispositive power; and 98,569 shared
dispositive power.
(5) Capital Research and Management Company filed a Schedule 13G dated February
8, 1999 indicating that as of December 31, 1998, it held sole dispositive
power, and no voting power, with respect to 10,150,400 shares of ATI common
stock as a result of acting as investment adviser to various registered
investment companies.
(6) The amounts shown include shares to which beneficial ownership will be
disclaimed as follows: 34,285 shares that will be owned by Mr. Bozzone's
wife; 371 shares that will be owned by the Fetterolf Family Foundation and
7,728 shares that will be owned by Mr. Queenan's wife.
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<PAGE> 79
DESCRIPTION OF OUR CAPITAL STOCK
Our Restated Certificate of Incorporation ("Certificate") provides that our
authorized capital consists of (i) 125,000,000 shares of common stock, $.01 par
value, of which (based on the number of shares of ATI common stock outstanding
as of September 30, 1999) 27,008,553 shares of our common stock will be issued
to stockholders of ATI in the spin-off, and (ii) 15,000,000 shares of preferred
stock, par value $.01 per share, of which 1,250,000 shares have been designated
as Series A Junior Participating Preferred Stock for issuance in connection with
the exercise of Teledyne Technologies Rights. See "-- Rights Plan."
COMMON STOCK
Each share of our common stock will entitle its holder of record to one
vote for the election of directors and all other matters to be voted on by the
stockholders. Holders of our common stock will not have cumulative voting
rights. As a result, the holders of a majority of the shares of our common stock
voting for the election of directors may elect all nominees standing for
election as our directors.
Subject to the rights of holders of preferred stock, holders of our common
stock will be entitled to receive such dividends, if any, as may be declared
from time to time by our Board of Directors in its discretion from funds legally
available for that use. Subject to the rights of holders of preferred stock,
holders of our common stock will be entitled to share on a pro rata basis in any
distribution to stockholders upon our liquidation, dissolution or winding up. No
holder of our common stock will have any preemptive right to subscribe for any
of our stock or other security.
PREFERRED STOCK
Our Board of Directors, without further action by the stockholders, may
from time to time authorize the issuance of shares of our preferred stock in one
or more series and, within certain limitations, fix the powers, preferences and
rights and the qualifications, limitations or restrictions thereof and the
number of shares constituting any series or designations of such series.
Satisfaction of any dividend preferences of our outstanding preferred stock
would reduce the amount of funds available for the payment of dividends on our
common stock. Holders of our preferred stock would normally be entitled to
receive a preference payment in the event of our liquidation, dissolution or
winding up before any payment is made to the holders of our common stock.
Under certain circumstances, the issuance of our preferred stock may render
more difficult or tend to discourage our change in control. Although we
currently have no plans to issue shares of our preferred stock, our Board of
Directors, without stockholder approval, may issue our preferred stock with
voting and conversion rights which could adversely affect the rights of holders
of shares of our common stock. For a description of the terms of our Series A
Junior Participating Preferred Stock. See "-- Rights Plan."
RIGHTS PLAN
Our Board of Directors has, subject to completion of the spin-off, declared
a dividend of one preferred share purchase Right for each outstanding share of
our common stock. Each Right entitles the registered holder to purchase from us
one one-hundredth of a share of Series A Junior Participating Preferred Stock
(the "Preferred Shares") of Teledyne Technologies at a price of $60 per one
one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement between us and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent.
Until the earlier to occur of:
- a public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person"), has acquired beneficial ownership of 15%
or more of our outstanding shares of common stock; or
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<PAGE> 80
- 10 business days (or such later date as may be determined by our board of
directors) following the commencement of, or announcement of an intention
to make, a tender offer or exchange offer the consummation of which would
result in the beneficial ownership by a person or group of 15% or more of
our outstanding common stock (the earlier of such dates being the
"Distribution Date"), the Rights will be evidenced by the common stock
certificate with a copy of the Summary of Rights attached to it.
The Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferred with and
only with our common stock. Until the Distribution Date (or earlier redemption
or expiration of the Rights), new certificates of our common stock issued upon
transfer or new issuance of our common stock will contain a notation
incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any certificates for our common stock,
even without such notation or a copy of the Summary of Rights being attached
thereto, will also constitute the transfer of the Rights associated with our
common stock represented by such certificate. As soon as practicable following
the Distribution Date, separate Rights Certificates will be mailed to holders of
record of our common stock as of the close of business on the Distribution Date
and such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The final
expiration date for the Rights will occur at the close of business on the tenth
anniversary of the date of the Rights Agreement, unless this date is extended or
unless the Rights are earlier redeemed or exchanged by us, in each case, as
described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution:
- in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares;
- upon the grant to holders of the Preferred Shares of certain rights or
warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price,
less than the then-current market price of the Preferred Shares; or
- upon the distribution to holders of the Preferred Shares of evidence of
indebtedness or assets (excluding regular periodic cash dividends paid
out of earnings or retained earnings or dividends payable in Preferred
Shares) or of subscription rights or warrants (other than those referred
to above).
The number of outstanding Rights and the number of one one-hundredths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of our common stock or a stock dividend
on our common stock payable in shares of our common stock or subdivisions,
consolidations or combinations of our common stock occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1.00 per share but will be entitled to an
aggregate dividend of 100 times the dividend declared per share of our common
stock. If we are liquidated, the holders of the Preferred Shares will be
entitled to a minimum preferential liquidation payment of $100 per share but
will be entitled to an aggregate payment of 100 times the payment made per share
of our common stock. Each Preferred Share will have 100 votes, voting together
with our common stock. Finally, if we engage in a merger, consolidation, or any
other transaction in which shares of our common stock are exchanged, each
Preferred Share will be entitled to receive 100 times the amount received
76
<PAGE> 81
per share of our common stock. These rights are protected by customary
antidilution provisions.
The dividend, liquidation and voting rights attendant to one one-hundredth
of a Preferred Share purchasable upon exercise of each Right are designed to be
the approximate economic equivalent of one share of our common stock.
In the event that we are acquired in a merger or other business combination
transaction or 50% or more of our consolidated assets or earning power are sold
after a person or group has become an Acquiring Person, proper provision will be
made so that each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring company which at the time of
such transaction will have a market value of two times the exercise price of the
Right. If any person or group of affiliated or associated persons becomes an
Acquiring Person, proper provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person (which will
thereafter be void), will thereafter have the right to receive upon exercise
that number of shares of our common stock having a market value of two times the
exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
shares of our common stock, our board of directors may exchange the Rights
(other than Rights owned by such person or group which will have become void),
in whole or in part, at an exchange ratio of one share of our common stock, or
one one-hundredth of a Preferred Share, per Right.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at our election, be evidenced by depository receipts) and, in
lieu thereof, an adjustment in cash will be made based on the market price of
the Preferred Shares on the last trading day prior to the date of exercise.
At any time prior to the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the outstanding
shares of our common stock, our Board of Directors may redeem the Rights in
whole, but not in part, at a price of $.01 per Right. The redemption of the
Rights may be made effective at such time on such basis with such conditions as
our the Board of Directors in its sole discretion may establish. Immediately
upon any redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive the
redemption price.
The terms of the Rights may be amended by our Board of Directors without
the consent of the holders of the Rights, except that from and after such time
as any person or group of affiliated or associated persons becomes an Acquiring
Person, no such amendment may adversely affect the interests of the holders of
the Rights.
Until a Right is exercised, the holder of the Right will have no rights as
our stockholder, including, without limitation, the right to vote or to receive
dividends.
CERTAIN PROVISIONS OF OUR GOVERNING DOCUMENTS
The following is a description of certain provisions of our Certificate and
Bylaws. The description is qualified in its entirety by reference to the full
texts of the Certificate and Bylaws. Certain provisions of our Certificate and
Bylaws could have the effect of making it more difficult for a third party to
acquire, or of discouraging a third party from attempting to acquire, control of
us, without the approval of our Board of Directors.
Charter Provisions Affecting Control and Other Transactions. Our
Certificate requires the affirmative vote of the holders of at least two-thirds
of the outstanding shares of our common stock to approve certain fundamental
changes such as a merger, consolidation, sale of substantially all of our
assets, dissolution, certain
77
<PAGE> 82
purchases by us or one of our subsidiaries of shares of our common stock or
other assets from a "significant shareholder," any merger of a "significant
shareholder" into us or one of our subsidiaries, or any reclassification or
recapitalization of us consummated within five years after a "significant
shareholder" becomes such, if the result of such reclassification or
recapitalization is to reduce the number of outstanding shares of our common
stock or convert any such shares into cash or other securities. This
supermajority voting requirement is not applicable if the fundamental change has
been approved at a meeting of our board of directors by the vote of more than
two-thirds of the incumbent directors. A "significant shareholder" is defined as
any person who owns beneficially a number of shares of our common stock that is
greater than 15% of the outstanding shares of our common stock, and any and all
associates and affiliates of such person.
Classification of Directors. Our Certificate provides that our Board of
Directors will consist of three classes of directors. The initial members of our
Board of Directors will be divided into three classes to serve as follows: the
Class I Directors will initially hold office for a term to expire at the first
annual meeting of stockholders after their initial election; the Class II
Directors will initially hold office for a term to expire at the second annual
meeting of stockholders after their initial election; and the Class III
Directors will initially hold office for a term to expire at the third annual
meeting of stockholders after their initial election. At each annual meeting of
our stockholders, only the election of directors of the class whose term is
expiring will be voted upon, and upon election each director will serve a
three-year term. See "Management -- Directors."
Right to Call a Special Meeting. Our Certificate provides that special
meetings of the stockholders may only be called by the Chairman of our Board of
Directors or the Chief Executive Officer or by our Board of Directors pursuant
to a resolution passed by a majority of the directors then in office.
Accordingly, our stockholders will not have the right to call a special meeting
of the stockholders. Our Certificate further provides that only such business
will be conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to our notice of the special meeting.
Nominations of persons for election to our Board of Directors may be made
at a special meeting of stockholders at which directors are to be elected
pursuant to our notice of meeting (i) by or at the direction of our board of
directors or (ii) by any stockholder of record at the time of the giving of
notice of such meeting. Nominations by a stockholder of persons for election to
our Board of Directors may be made if the stockholder's notice is delivered to
our Secretary not earlier than the 90th day prior to the special meeting and not
later than the 75th day prior to the special meeting or the 10th day following
the day on which a public announcement is first made of the special meeting and
of the nominees proposed by the Board of Directors to be elected at the meeting.
Procedures to Bring Business Before a Meeting; No Action by Consent. Our
Certificate provides that in order for nominations or other business to be
properly brought before an annual meeting by a stockholder, the stockholder must
give timely notice thereof in writing to our Secretary. To be timely, a
stockholder's notice must be delivered to our Secretary not less than 60 days
nor more than 90 days prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event the date of the annual
meeting is advanced by more than 30 days or delayed by more than 60 days from
the anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the 90th day prior to such annual meeting and not
later than the 60th day prior to such annual meeting or the 10th day following
the day on which public announcement of the date of such meeting is first made.
Our Certificate also provides that any action required to be taken by our
stockholders must be effected at a duly called annual or special meeting of our
stockholders and may not be effected by the written consent of our stockholders.
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<PAGE> 83
Fiduciary Duties of Directors. Our Certificate provides that our directors
may take into account the effects of their actions on our employees, suppliers,
distributors and customers and the effect upon communities in which our offices
or facilities are located or any other factors considered pertinent.
As permitted by the DGCL, our Certificate includes a provision eliminating
the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director except for
liability:
- for any breach of the director's duty of loyalty to the corporation or
its stockholders;
- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
- for unlawful payment of a dividend or an unlawful stock purchase or
redemption, and
- for any transaction from which the director derives an improper personal
benefit.
Our Certificate further provides that, if the DGCL is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of our directors shall be eliminated or limited to
the fullest extent so permitted. Our Certificate also specifies that no
amendment to or repeal of the provision shall apply to or have any effect on the
liability or alleged liability of any of our directors for or with respect to
any acts or omissions of such director occurring prior to the amendment or
repeal.
Charter Amendments. Our Certificate provides that the affirmative vote of
the holders of at least 75% of the combined voting power of the outstanding
shares of our capital stock is required to amend or rescind, or adopt any
provision inconsistent with the purpose or intent of the provisions of our
Certificate relating to the adoption, amendment and repeal of our Bylaws,
limitations of certain liabilities of directors, actions of stockholders,
classification of directors, certain factors permitted to be considered by the
directors, approval of certain fundamental changes, and amendments to our
Certificate.
Bylaw Provisions Regarding ATI Directors. Our Bylaws contain provisions
designed to ensure that at least a majority of our directors are also directors
of ATI until the third annual meeting of our stockholders held after the
spin-off. The Bylaws also provide that no quorum of the board will be deemed
present unless at least a majority of the directors present are also members of
the Board of Directors of ATI.
Bylaw Amendments. Our Certificate authorizes our Board of Directors to
adopt, amend or repeal our Bylaws. Our Certificate also provides that our
stockholders may not adopt, amend or repeal our Bylaws other than by the same
affirmative vote that is required to amend certain provisions of our Certificate
See "-- Charter Amendments")
ANTI-TAKEOVER LEGISLATION
Since neither our Certificate nor our Bylaws contain a provision expressly
electing not to be governed by Section 203 of the DGCL, we are subject to this
statutory anti-takeover provision. Section 203 provides that any person who
acquires 15% or more of a corporation's voting stock (thereby becoming an
"interested stockholder") may not engage in a "business combination" with the
corporation for a period of three years following the time the person became an
interested stockholder, unless:
- the board of directors of the corporation approved, prior to such time,
either the business combination or the transaction that resulted in the
person becoming an interested stockholder;
- upon consummation of the transaction that resulted in that person
becoming an interested stockholder, that person owns at least 85% of the
corporation's voting stock outstanding at the time the transaction
commenced (excluding shares owned by persons who are directors and
officers of that corporation and shares owned by
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<PAGE> 84
employee stock plans in which participants do not have the right to
determine confidentially whether shares will be tendered in a tender or
exchange offer); or
- the business combination is approved by the board of directors and
authorized by the affirmative vote (at an annual or special meeting and
not by written consent) of at least 66 2/3% of the outstanding shares of
voting stock not owned by the interested stockholder.
In determining whether a stockholder is the "owner" of 15% or more of a
corporation's voting stock for purposes of Section 203, ownership is defined to
include the right, directly or indirectly, to acquire stock or to control the
voting or disposition of stock. A "business combination" is defined to include:
- mergers or consolidations of a corporation with an interested
stockholder;
- sales or other dispositions of ten percent or more of the assets of a
corporation with or to an interested stockholder;
- certain transactions resulting in the issuance or transfer to an
interested stockholder of any stock of a corporation or its subsidiaries;
- certain transactions which would result in increasing the proportionate
share of the stock of a corporation or its subsidiaries owned by an
interested stockholder, and
- receipt by an interested stockholder of the benefit (except
proportionately as a stockholder) of any loans, advances, guarantees,
pledges or other financial benefits from, by or to a corporation or any
of its majority-owned subsidiaries.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is ChaseMellon
Shareholder Services, L.L.C.
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<PAGE> 85
LIABILITY AND INDEMNIFICATION OF OUR OFFICERS AND DIRECTORS
ELIMINATION OF LIABILITY
As permitted by the DGCL, our Certificate eliminates, subject to certain
statutory limitations, the liability of directors to Teledyne Technologies or
its stockholders for monetary damages for breaches of fiduciary duty, except for
liability
- for any breach of the director's duty of loyalty to the corporation or
its stockholders,
- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
- under Section 174 of the DGCL, or
- for any transaction from which the director derived an improper personal
benefit.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and, subject to
certain limitations, against certain costs and expenses, including attorney's
fees actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of his or her being a director or officer of
the corporation if it is determined that he or she acted in accordance with the
applicable standard of conduct set forth in such statutory provision.
Our Certificate provides that we will indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that he or she is or
was one of our directors or officers, or is or was serving at our request as a
director, officer, employee or agent of another entity, against certain
liabilities, costs and expenses.
We are also authorized to maintain, and do maintain, insurance on behalf of
any person who is or was one of our directors or officers, or is or was serving
at our request as a director, officer, employee or agent of another entity
against any liability asserted against such person and incurred by such person
in any such capacity or arising out of his or her status as such, whether or not
we would have the power to indemnify such person against such liability under
the DGCL.
AVAILABLE INFORMATION
We have filed a Registration Statement on Form 10 with the Securities and
Exchange Commission with respect to our common stock. The Registration Statement
and the exhibits to it contain some information not appearing in this
Information Statement. This Information Statement provides a summary of some of
the agreements and contracts appearing as exhibits to the Registration
Statement. You are encouraged to see the exhibits to the Registration Statement
for a more complete description of the contracts and agreements summarized in
this Information Statement.
You may access and read the Registration Statement and all of the exhibits
to it through the SEC's Internet site at www.sec.gov. This site contains
reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC. You may also read and copy any
document we file at the SEC's public reference room located at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room.
After the spin-off, we will be required to file annual, quarterly and
special reports and other information with the SEC. We will also be subject to
proxy solicitation requirements. Once filed, you can access this information
from the SEC in the manner set forth in the preceding paragraph. Following the
spin-off, our filings will also be available at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
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INDEX TO OUR FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Ernst & Young LLP, Independent Auditors........... F-2
Combined Statements of Income for the Years Ended December
31, 1998, 1997 and 1996..................................... F-3
Combined Balance Sheets for December 31, 1998 and 1997...... F-4
Combined Statements of Cash Flows for the Years Ended
December 31, 1998, 1997 and 1996.......................... F-5
Combined Statements of Stockholder's Equity for the Years
Ended December 31, 1998, 1997 and 1996.................... F-6
Notes to Combined Financial Statements...................... F-7
Combined Statements of Income (Unaudited) for the Nine
Months Ended September 30, 1999 and 1998.................. F-25
Combined Balance Sheets for September 30, 1999 (Unaudited)
and December 31, 1998 (Audited)........................... F-26
Combined Statements of Cash Flows (Unaudited) for the Nine
Months Ended September 30, 1999 and 1998.................. F-27
Combined Statements of Stockholder's Equity (Unaudited) for
the Nine Months Ended September 30, 1999 and 1998......... F-28
Notes to Interim Combined Financial Statements
(Unaudited)............................................... F-29
</TABLE>
F-1
<PAGE> 87
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
Board of Directors
Teledyne Technologies Incorporated
We have audited the accompanying combined balance sheets of Teledyne
Technologies Incorporated as of December 31, 1998 and 1997 and the related
combined statements of income, stockholder's equity, and cash flows for each of
the three years in the period ended December 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of Teledyne
Technologies Incorporated at December 31, 1998 and 1997, and the combined
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1998, in conformity with generally accepted
accounting principles.
/s/ ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
April 30, 1999
F-2
<PAGE> 88
TELEDYNE TECHNOLOGIES INCORPORATED
COMBINED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
1998 1997 1996
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
SALES......................................... $780,393 $756,601 $716,400
Costs and expenses:
Cost of sales............................... 572,087 551,064 511,772
Selling, general and administrative
expenses................................. 126,875 138,249 136,561
-------- -------- --------
698,962 689,313 648,333
-------- -------- --------
Earnings before other income.................. 81,431 67,288 68,067
Other income.................................. 1,562 1,399 1,855
-------- -------- --------
INCOME BEFORE INCOME TAXES.................... 82,993 68,687 69,922
Provision for income taxes.................... 34,276 27,063 29,227
-------- -------- --------
NET INCOME.................................... $ 48,717 $ 41,624 $ 40,695
======== ======== ========
BASIC NET INCOME PER COMMON SHARE............. $1.73 $1.48 $1.49
======== ======== ========
DILUTED NET INCOME PER COMMON SHARE........... $1.73 $1.48 $1.49
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
F-3
<PAGE> 89
TELEDYNE TECHNOLOGIES INCORPORATED
COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1998 1997
------------ ------------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Cash................................................ $ -- $ --
Accounts receivable............................... 103,198 120,953
Inventories....................................... 53,186 47,072
Deferred income taxes............................. 12,913 16,216
Prepaid expenses and other current assets......... 1,751 543
-------- --------
TOTAL CURRENT ASSETS........................... $171,048 $184,784
-------- --------
Property, plant and equipment..................... 43,022 36,913
Deferred income taxes............................. 22,121 18,377
Cost in excess of net assets acquired............. 9,370 9,378
Other assets...................................... 5,258 5,914
-------- --------
TOTAL ASSETS................................... $250,819 $255,366
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable.................................. $ 43,344 $ 42,507
Accrued liabilities............................... 49,136 54,624
-------- --------
TOTAL CURRENT LIABILITIES...................... 92,480 97,131
Accrued postretirement benefits................... 32,953 32,797
Other long-term liabilities....................... 18,984 16,073
-------- --------
TOTAL LIABILITIES.............................. 144,417 146,001
-------- --------
STOCKHOLDER'S EQUITY:
Net advances from Allegheny Teledyne.............. 104,682 107,451
Foreign currency translation gains................ 1,720 1,914
-------- --------
TOTAL STOCKHOLDER'S EQUITY..................... 106,402 109,365
-------- --------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY..... $250,819 $255,366
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
F-4
<PAGE> 90
TELEDYNE TECHNOLOGIES INCORPORATED
COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
1998 1997 1996
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income..................................... $ 48,717 $ 41,624 $ 40,695
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization............. 11,132 11,285 11,160
Deferred income taxes..................... (441) 255 (279)
Gain on sale of property, plant and
equipment............................... (427) (21) (13)
Change in operating assets and liabilities:
Accounts receivable....................... 17,755 200 (13,246)
Inventories............................... (6,114) (2,897) 669
Accrued liabilities....................... (5,488) 2,762 (5,146)
Other long-term liabilities............... 2,911 3,140 7,600
Accounts payable.......................... 837 14,319 2,229
Accrued postretirement.................... 156 423 352
Other........................................ (1,976) 1,782 856
-------- -------- --------
CASH PROVIDED BY OPERATING ACTIVITIES..... 67,062 72,872 44,877
-------- -------- --------
INVESTING ACTIVITIES:
Purchases of property, plant and equipment... (18,065) (15,822) (15,839)
Disposals of property, plant and equipment... 740 111 77
Other........................................ 1,749 2,915 (689)
-------- -------- --------
CASH USED IN INVESTING ACTIVITIES......... (15,576) (12,796) (16,451)
-------- -------- --------
FINANCING ACTIVITIES:
Net advances to Allegheny Teledyne........... (51,486) (60,232) (28,450)
-------- -------- --------
CASH USED IN FINANCING ACTIVITIES......... (51,486) (60,232) (28,450)
-------- -------- --------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS.................................. -- (156) (24)
Cash and cash equivalents at beginning of
year......................................... -- 156 180
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR....... $ -- $ -- $ 156
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
F-5
<PAGE> 91
TELEDYNE TECHNOLOGIES INCORPORATED
COMBINED STATEMENTS OF STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
ADVANCES ACCUMULATED OTHER
(TO) FROM COMPREHENSIVE STOCKHOLDER'S
ALLEGHENY TELEDYNE INCOME EQUITY
------------------ ----------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C>
BALANCE, DECEMBER 31, 1995................ $113,814 $1,354 $115,168
======== ====== ========
Net income................................ 40,695 -- 40,695
Other comprehensive income, net of tax:
Foreign currency translation gains...... -- 605 605
-------- ------ --------
Comprehensive income...................... 40,695 605 41,300
Net transactions with Allegheny
Teledyne................................ (28,450) -- (28,450)
-------- ------ --------
BALANCE DECEMBER 31, 1996................. 126,059 1,959 128,018
======== ====== ========
Net income................................ 41,624 -- 41,624
Other comprehensive income, net of tax:
Foreign currency translation losses..... -- (45) (45)
-------- ------ --------
Comprehensive income...................... 41,624 (45) 41,579
Net transactions with Allegheny
Teledyne................................ (60,232) -- (60,232)
-------- ------ --------
BALANCE DECEMBER 31, 1997................. 107,451 1,914 109,365
======== ====== ========
Net income................................ 48,717 -- 48,717
Other comprehensive income, net of tax:
Foreign currency translation losses..... -- (194) (194)
-------- ------ --------
Comprehensive income...................... 48,717 (194) 48,523
Net transactions with Allegheny
Teledyne................................ (51,486) -- (51,486)
-------- ------ --------
BALANCE, DECEMBER 31, 1998................ $104,682 $1,720 $106,402
======== ====== ========
</TABLE>
The accompanying notes are an integral part of these statements.
F-6
<PAGE> 92
NOTES TO COMBINED FINANCIAL STATEMENTS
NOTE 1. ALLEGHENY TELEDYNE INCORPORATED'S SPIN-OFF OF TELEDYNE TECHNOLOGIES
INCORPORATED
In 1999, Allegheny Teledyne Incorporated ("Allegheny Teledyne") announced
that it would pursue a course of action that would result in a transformation of
Allegheny Teledyne, which was expected to include the spin-off of certain of the
businesses of its Aerospace and Electronics segment to Allegheny Teledyne
stockholders as an independent, publicly-traded company (the "spin-off"). In
August 1999, Allegheny Teledyne received a favorable ruling from the Internal
Revenue Service that the proposed spin-off would be treated as a tax-free
distribution for federal income tax purposes. In September 1999, Allegheny
Teledyne's Board of Directors approved the various transactions pertaining to
the spin-off, including the transfer of certain of the businesses of Allegheny
Teledyne's Aerospace and Electronics segment to a new corporation, Teledyne
Technologies Incorporated ("Teledyne Technologies" or the "Company"),
immediately prior to the spin-off, and delegated to its Executive Committee the
authority to set the record date and distribution date for the spin-off.
Immediately following the spin-off, Allegheny Teledyne will no longer have a
financial investment in Teledyne Technologies.
Teledyne Technologies consists of the operations of the Teledyne Electronic
Technologies and the Teledyne Brown Engineering divisions, both with operations
in the United States and United Kingdom, and the Teledyne Continental Motors and
the Teledyne Cast Parts divisions, both with operations in the United States.
Prior to the spin-off, these operations were divisions of wholly-owned
subsidiaries of Allegheny Teledyne.
The decision to spin-off certain businesses, and sell others, of Allegheny
Teledyne's Aerospace and Electronics segment was reached by the management of
Allegheny Teledyne, not of Teledyne Technologies. Teledyne Technologies is a new
corporation formed in connection with the spin-off. The assets of the four
businesses that comprise Teledyne Technologies will be transferred to Teledyne
Technologies immediately prior to the spin-off. The businesses of Allegheny
Teledyne's Aerospace and Electronics segment sold and not included as part of
Teledyne Technologies were Ryan Aeronautical and the McCormick Selph Ordnance
Unit. Ryan Aeronautical was engaged primarily in the business of developing
unmanned aerial vehicles and performance aerial target systems, while McCormick
Selph was engaged primarily in the business of supplying a wide range of
pyrotechnical components. The companies comprising Teledyne Technologies are not
engaged in either of these businesses. These sold businesses were managed by a
company president who will not be employed Teledyne Technologies. Assets and
liabilities relating to the sold businesses that were not transferred in the
sale will be retained by Allegheny Teledyne. Production facilities of the sold
businesses were not shared with any of the businesses of Teledyne Technologies,
nor were there any financial commitments or contingent liabilities between the
sold businesses and the businesses comprising Teledyne Technologies. During
significant portions of his tenure as Segment Executive for the Aerospace and
Electronics segment, Robert Mehrabian also served as the Segment Executive for
Allegheny Teledyne's Industrial segment; he was also the Segment Executive for
Allegheny Teledyne's Consumer segment from May through September 1998. The
executive officers of Teledyne Technologies, other than Robert Mehrabian, joined
Teledyne Technologies after the sold businesses were sold and were not involved
in the management of either sold business. Accordingly, the results of
operations of the sold businesses are not included in the results of operations
of Teledyne Technologies.
F-7
<PAGE> 93
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
A five-year $200,000,000 revolving credit facility has been established by
Allegheny Teledyne, and $100,000,000 of borrowings under the facility will be
used by Allegheny Teledyne prior to the spin-off to repay certain of Allegheny
Teledyne's debt obligations. Teledyne Technologies will assume this credit
facility, including the repayment obligations for Allegheny Teledyne's
$100,000,000 of borrowings, in connection with the spin-off. Following the
spin-off, Teledyne Technologies will have $100,000,000 of borrowing availability
remaining. In addition, prior to and in connection with the spin-off, Teledyne
Technologies and Allegheny Teledyne will enter into agreements providing for the
separation of the companies and governing various relationships for separating
employee benefits and tax obligations, indemnification and transition services.
The financial statements of Teledyne Technologies include the combined
financial position, results of operations and cash flows of the businesses
described above. Allegheny Teledyne's historical cost basis of assets and
liabilities has been reflected in the Teledyne Technologies financial
statements. The financial information in these financial statements is not
necessarily indicative of results of operations, financial position and cash
flows that would have occurred if Teledyne Technologies had been a separate
stand-alone entity during the periods presented or of future results. The
combined financial statements included herein do not reflect any changes that
may occur in the capitalization and operations of Teledyne Technologies as a
result of, or after, the spin-off.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF COMBINATION
The combined financial statements of Teledyne Technologies include the
accounts of the businesses distributed by Allegheny Teledyne and its
subsidiaries as described in Note 1. Significant intercompany accounts and
transactions have been eliminated.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts and related disclosures. Actual results
could differ from those estimates. Management believes that the estimates are
reasonable.
REVENUE RECOGNITION
Commercial sales and revenue from U.S. Government fixed-price type
contracts are generally recorded as deliveries are made or as services are
rendered. Occasionally, for certain fixed-price type contracts that require
substantial performance over a long time period (one or more years) before
deliveries begin, sales may be recorded based upon attainment of scheduled
performance milestones which could be time, event or expense driven. In these
few instances, invoices are submitted to the customer under a contractual
agreement and payments are made by the customer. As of December 31, 1998, the
average length of our long-term contracts was approximately two years. Sales
under cost-reimbursement contracts are recorded as costs are incurred and fees
are earned.
Since certain contracts extend over a long period of time, all revisions in
cost and funding estimates during the progress of work have the effect of
adjusting the current period
F-8
<PAGE> 94
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
earnings on a cumulative catch-up basis. When the current contract estimate
indicates a loss, provision is made for the total anticipated loss.
RESEARCH AND DEVELOPMENT
Company-funded research and development costs ($24,728,000 in 1998,
$28,116,000 in 1997 and $28,933,000 in 1996), which include bid and proposal
costs, are expensed as incurred. Costs related to customer-funded research and
development contracts ($150,254,000 in 1998, $160,675,000 in 1997 and
$173,693,000 in 1996) are charged to costs and expenses as the related sales are
recorded. A portion of the costs incurred for Company-funded research and
development is recoverable through overhead cost allowances on government
contracts.
INCOME TAXES
Provision for income taxes includes deferred taxes resulting from temporary
differences in income for financial and tax purposes using the liability method.
Such temporary differences result primarily from differences in the carrying
value of assets and liabilities.
NET INCOME PER COMMON SHARE
The average number of shares of Teledyne Technologies common stock used in
the computation of basic net income per common share was 28,107,241, 28,085,823
and 27,317,318 for the years ended December 31, 1998, 1997 and 1996,
respectively, based on a distribution ratio of one share of Teledyne
Technologies common stock for every seven shares of Allegheny Teledyne common
stock. The average number of shares of Teledyne Technologies common stock used
in the computation of diluted net income per common share was 28,133,879,
28,120,380 and 27,341,594 for the years ended December 31, 1998, 1997 and 1996,
respectively. A distribution ratio of one share of Teledyne Technologies common
stock for every seven shares of Allegheny Teledyne common stock was used to
adjust the stock options. The actual stock option adjustment will be based upon
the relation of the market price of Allegheny Teledyne common stock prior to the
spin-off to the market price of Teledyne Technologies after the spin-off and
therefore cannot be determined at the present time.
ACCOUNTS RECEIVABLE
Receivables are presented net of a reserve for doubtful accounts of
$2,890,000 at December 31, 1998 and $3,205,000 at December 31, 1997. Expense
recorded for the reserve for doubtful accounts was $1,432,000, $1,257,000 and
$1,199,000 for the years ended December 31, 1998, 1997, and 1996, respectively.
Write-offs of doubtful accounts were $1,747,000, $76,000 and $1,092,000 for the
years ended December 31, 1998, 1997 and 1996, respectively. The Company markets
its products and services principally throughout the United States, Europe,
Japan and Canada to commercial customers and agencies of, and prime contractors
to, the U.S. Government. Trade credit is extended based upon evaluations of each
customer's ability to perform its obligations, which are updated periodically.
F-9
<PAGE> 95
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
INVENTORIES
Inventories are stated at the lower of cost (last-in, first-out; first-in,
first-out; and average cost methods) or market, less progress payments. Costs
include direct material, direct labor and applicable manufacturing and
engineering overhead, and other direct costs.
PROPERTY AND EQUIPMENT
Property, plant and equipment are carried at cost. The method of
depreciation adopted for all property placed into service after July 1, 1996 is
the straight-line method. For buildings and equipment acquired prior to July 1,
1996, depreciation is computed using a combination of accelerated and
straight-line methods. The Company believes the straight-line method more
appropriately reflects its financial results by better allocating costs of new
property over the useful lives of these assets. The effect of this change on net
income in 1996 was not material.
COST IN EXCESS OF NET ASSETS ACQUIRED
Cost in excess of net assets acquired related to businesses purchased after
November 1970 is being amortized on a straight-line basis over periods not
exceeding 10 years. Goodwill amortization expense was $582,000, $510,000 and
$125,000 in 1998, 1997 and 1996, respectively.
OTHER LONG-LIVED ASSETS
The carrying value of long-lived assets is periodically evaluated in
relation to the operating performance and future undiscounted cash flows of the
underlying businesses. Adjustments are made if the sum of expected future net
cash flows is less than book value. In 1997, the Company recorded an impairment
loss of approximately $1,800,000 in general and administrative expenses
primarily to write-off its investment in a limited liability corporation that
was determined to have no value. This determination was made as a result of
programs that were discontinued in the Systems Engineering Solutions business
segment in 1997.
ENVIRONMENTAL
Costs that mitigate or prevent future environmental contamination or extend
the life, increase the capacity or improve the safety or efficiency of property
utilized in current operations are capitalized. Other costs that relate to
current operations or an existing condition caused by past operations are
expensed. Environmental liabilities are recorded when the Company's liability is
probable and the costs are reasonably estimable, but generally not later than
the completion of the feasibility study or the Company's recommendation of a
remedy or commitment to an appropriate plan of action. The accruals are reviewed
periodically and, as investigations and remediations proceed, adjustments are
made as necessary. Accruals for losses from environmental remediation
obligations do not consider the effects of inflation, and anticipated
expenditures are not discounted to their present value. The accruals are not
reduced by possible recoveries from insurance carriers or other third parties,
but do reflect anticipated allocations among potentially responsible parties at
federal Superfund sites or similar state-managed sites and an assessment of the
likelihood that such parties will fulfill their obligations at such sites. The
measurement of environmental liabilities by the Company is based on currently
available facts, present laws and regulations, and
F-10
<PAGE> 96
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
current technology. Such estimates take into consideration the Company's prior
experience in site investigation and remediation, the data concerning cleanup
costs available from other companies and regulatory authorities, and the
professional judgment of the Company's environmental experts in consultation
with outside environmental specialists, when necessary.
FOREIGN CURRENCY TRANSLATION
The Company's foreign entities' accounts are measured using local currency
as the functional currency. Assets and liabilities are translated at the
exchange rate in effect at year-end. Revenues and expenses are translated at the
rates of exchange prevailing during the year. Translation adjustments arising
from differences in exchange rates from period to period are included in the
cumulative foreign currency translation account in stockholder's equity.
ACCOUNTING PRONOUNCEMENTS
FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities" was issued in June 1998. This statement establishes accounting and
reporting standards for derivative instruments and hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. In June 1999, FASB Statement No. 137, "Accounting for Derivative
Instruments and Hedging Activities: Deferral of the Effective Date of FASB
Statement No. 133" was issued. This statement delays the effective date of FASB
Statement No. 133 to all fiscal quarters of all fiscal years beginning after
June 15, 2000. The Company is presently evaluating the effect of adopting these
statements.
NOTE 3. ACCOUNTS RECEIVABLE
Accounts receivable are summarized as follows:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1998 1997
------------ ------------
(IN THOUSANDS)
<S> <C> <C>
U.S. Government and prime contractors
contract receivables:
Billed receivables.......................... $ 18,117 $ 26,339
Unbilled receivables...................... 21,260 18,830
Other receivables, primarily commercial..... 66,711 78,989
Reserve for doubtful accounts............... (2,890) (3,205)
-------- --------
Total accounts receivable................... $103,198 $120,953
======== ========
</TABLE>
The billed contract receivables from the U.S. Government and prime
contractors contain $5,901,000 and $13,426,000 at December 31, 1998 and 1997,
respectively, due to long-term contracts. The unbilled contract receivables from
the U.S. Government and prime contractors contain $21,260,000 and $17,980,000 at
December 31, 1998 and 1997, respectively, due to long-term contracts.
Unbilled contract receivables represent accumulated costs and profits
earned but not yet billed to customers. The Company believes that substantially
all such amounts will be billed and collected within one year.
F-11
<PAGE> 97
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4. INVENTORIES
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1998 1997
------------ ------------
(IN THOUSANDS)
<S> <C> <C>
Raw materials and supplies.................. $ 23,296 $ 18,488
Work-in-process............................. 65,296 67,613
Finished goods.............................. 10,385 7,404
-------- --------
Total inventories at current cost........... 98,977 93,505
Less allowances to reduce current cost
values to LIFO basis...................... (39,043) (38,761)
Progress payments........................... (6,748) (7,672)
-------- --------
Total inventories........................... $ 53,186 $ 47,072
======== ========
</TABLE>
Inventories, before progress payments, determined on the last-in, first-out
method were $56,326,000 at December 31, 1998 and $50,801,000 at December 31,
1997. The remainder of the inventory was determined using the first-in,
first-out and average cost methods. These inventory values do not differ
materially from current cost.
During 1998, 1997 and 1996, inventory usage resulted in liquidations of
last-in, first-out inventory quantities. These inventories were carried at the
lower costs prevailing in prior years as compared with the cost of current
purchases. The effect of these last-in, first-out liquidations was to increase
net income by $264,000 in 1998, $2,200,000 in 1997 and $2,464,000 in 1996.
Inventories, before progress payments, related to long-term contracts were
$2,035,000 and $2,292,000 at December 31, 1998 and 1997, respectively. Progress
payments related to long-term contracts were $125,000 and $75,000 at December
31, 1998 and 1997, respectively.
Under the contractual arrangements by which progress payments are received,
the U.S. Government has a security interest in the inventories associated with
specific contracts.
NOTE 5. SUPPLEMENTAL BALANCE SHEET INFORMATION
Property, plant and equipment were as follows:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1998 1997
------------ ------------
(IN THOUSANDS)
<S> <C> <C>
Land........................................ $ 5,549 $ 5,573
Buildings................................... 36,734 35,868
Equipment and leasehold improvements........ 135,493 124,667
--------- ---------
177,776 166,108
Accumulated depreciation and amortization... (134,754) (129,195)
--------- ---------
Total property, plant and equipment......... $ 43,022 $ 36,913
========= =========
</TABLE>
F-12
<PAGE> 98
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
Accrued liabilities included salaries and wages of $22,605,000 and
$24,400,000 in 1998 and 1997, respectively. Other long-term liabilities
consisted of reserves for self-insurance.
NOTE 6. STOCKHOLDER'S EQUITY
Allegheny Teledyne sponsors an incentive plan that provides for stock
option awards to officers and key employees. Teledyne Technologies has officers
and key employees that have participated in this plan. Teledyne Technologies
accounts for its stock option plans in accordance with APB Opinion 25,
"Accounting for Stock Issued to Employees," and related Interpretations. Under
APB Opinion 25, no compensation expense is recognized because the exercise price
of the Company's employee stock options equals the market price of the
underlying stock at the date of the grant.
If compensation cost for these options had been determined using the
fair-value method prescribed by FASB Statement No. 123, "Accounting for
Stock-based Compensation," net income would have been reduced by $673,000,
$154,000, and $131,000 for the years ended December 31, 1998, 1997 and 1996,
respectively. Under FASB Statement No. 123, the fair value of each option grant
is estimated on the date of grant using the Black-Scholes option-pricing model
with the following weighted-average assumptions (there were no option grants in
1997):
<TABLE>
<CAPTION>
1998 1997 1996
----- ---- -----
<S> <C> <C> <C>
Expected dividend yield................................. 2.8% --% 3.9%
Expected volatility..................................... 31% --% 31%
Risk-free interest rate................................. 5.0% --% 6.3%
Expected lives.......................................... 8.0 -- 8.0
Weighted-average fair value of options granted during
year.................................................. $7.25 $-- $4.53
</TABLE>
The pro forma amounts above are not necessarily representative of the
effects of awards on future pro forma earnings because future grants of employee
stock options by Teledyne Technologies management will not be comparable to
awards made to employees while Teledyne Technologies was part of Allegheny
Teledyne. The assumptions used to compute the fair value of any stock option
awards will be specific to Teledyne Technologies and therefore may not be
comparable to the Allegheny Teledyne assumptions used.
F-13
<PAGE> 99
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
Stock option transactions in Allegheny Teledyne common stock under
Allegheny Teledyne's incentive plan for Teledyne Technologies employees are
summarized as follows:
<TABLE>
<CAPTION>
1998 1997 1996
--------------------- --------------------- ---------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
NUMBER EXERCISE NUMBER EXERCISE NUMBER EXERCISE
OF SHARES PRICE OF SHARES PRICE OF SHARES PRICE
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Outstanding beginning
of year............. 398,842 $11.47 441,308 $11.38 346,501 $10.39
Granted............... 722,000 $22.89 -- $ -- 102,025 $14.61
Exercised............. (8,000) $10.14 (42,466) $10.48 (7,218) $ 9.96
--------- ------ ------- ------ ------- ------
Outstanding end of
year................ 1,112,842 $18.89 398,842 $11.47 441,308 $11.38
========= ====== ======= ====== ======= ======
Exercisable at end of
year................ 308,456 $10.85 257,113 $10.20 198,878 $ 9.32
========= ====== ======= ====== ======= ======
</TABLE>
Further information about stock options outstanding and exercisable at
December 31, 1998 is as follows:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------ -------------------
WEIGHTED-
AVERAGE WEIGHTED- WEIGHTED-
RANGE OF REMAINING AVERAGE AVERAGE
EXERCISE CONTRACTUAL EXERCISE EXERCISE
PRICES SHARES LIFE PRICE SHARES PRICE
- ------------- --------- ------------ --------- ------- ---------
<S> <C> <C> <C> <C> <C>
$ 8.51-$14.61 390,842 6.5 $11.50 308,456 $10.85
$20.38-$25.88 722,000 9.6 $22.89 -- --
--------- -------
1,112,842 308,456
========= =======
</TABLE>
In connection with the spin-off of Teledyne Technologies from Allegheny
Teledyne, outstanding stock options held by Teledyne Technologies employees will
be converted into options to purchase Teledyne Technologies common stock. The
number of shares and the exercise price of each Allegheny Teledyne option that
is converted to a Teledyne Technologies option will be converted based upon a
formula designed to preserve the inherent economic value, vesting and term
provisions of such Allegheny Teledyne options as of the distribution date. The
exchange ratio and fair market value of the Teledyne Technologies common stock,
upon active trading, will also impact the number of options issued to Teledyne
Technologies employees. The ultimate number and exercise price of the Teledyne
Technologies stock options to be issued, subject to the above calculation,
cannot be determined until after the spin-off.
Teledyne Technologies intends to establish its own long-term incentive plan
which will provide its Board of Directors the flexibility to grant restricted
stock, incentive stock options, stock appreciation rights and non-qualified
stock options to officers and employees of Teledyne Technologies.
F-14
<PAGE> 100
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 7. RELATED PARTY TRANSACTIONS
The accompanying financial statements include transactions with Allegheny
Teledyne as follows:
<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Net advances from Allegheny Teledyne, beginning
of the year................................... $ 107,451 $ 126,059 $113,814
Net cash transactions with Allegheny Teledyne:
Current provision for income taxes............ 34,717 26,808 29,506
Insurance expense............................. 17,196 18,637 19,977
Pension expense (income)...................... (1,719) 722 (965)
Corporate general and administrative
expense.................................... 7,804 7,566 7,164
Other net cash to Allegheny Teledyne.......... (109,484) (113,965) (84,132)
--------- --------- --------
Net cash transactions with Allegheny
Teledyne................................... (51,486) (60,232) (28,450)
Net income...................................... 48,717 41,624 40,695
--------- --------- --------
Net advances from Allegheny Teledyne, end of the
year.......................................... $ 104,682 $ 107,451 $126,059
========= ========= ========
</TABLE>
The average net advances from Allegheny Teledyne were $106,067,000,
$116,755,000 and $119,937,000 for the years ended December 31, 1998, 1997 and
1996, respectively.
Teledyne Technologies participates in Allegheny Teledyne's centralized cash
management system. Cash receipts in excess of cash requirements are transferred
to Allegheny Teledyne. These transactions with Allegheny Teledyne are
non-interest bearing and the net advances fluctuate on a daily basis.
Corporate general and administrative expenses represent allocations for
expenses incurred by Allegheny Teledyne on the Company's behalf including costs
for finance, legal, tax and human resources functions. Amounts above were
allocated based on net sales, which management believes to be reasonable.
Teledyne Technologies participates in the defined benefit pension plan sponsored
by Allegheny Teledyne. The expense for the plan was allocated to Teledyne
Technologies based upon actuarially-determined amounts for the pension
obligation and assets intended to be transferred from Allegheny Teledyne to
Teledyne Technologies at the time of the spin-off. Teledyne Technologies also
participates in casualty, medical and life insurance programs sponsored by
Allegheny Teledyne. Insurance expense was allocated to Teledyne Technologies
based upon actual losses incurred plus a share of pooled catastrophic losses
under the Allegheny Teledyne self-insurance program. In the opinion of
management, the allocations of these expenses are reasonable. The expenses
allocated for these services and programs are not necessarily indicative of the
expenses that would have been incurred if Teledyne Technologies had been a
separate, independent entity and had managed these functions. Had Teledyne
Technologies been a separate standalone company and managed these functions
during the periods presented, management estimates that corporate general and
administrative expenses would have been approximately $15,000,000 for each of
the years ended December 31, 1998, 1997 and 1996. The Company determined the
additional corporate expenses for the periods presented by estimating the
number, seniority and compensation levels of additional employees that would
likely be
F-15
<PAGE> 101
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
required to fully carry out the finance, legal, tax, human resources, investor
and public relations and other functions associated with being a stand alone
public company. In addition, the Company included estimates of various corporate
and related administrative expenses that can be expected to be incurred as a
stand alone public company, such as board of directors fees and expenses and
independent accounting and legal fees and expenses. In making these estimates,
the Company also examined expenses historically incurred by Allegheny Teledyne
for these personnel and expenses. The Company may incur additional general and
administrative expenses, pension and insurance costs as a result of operating
independently of Allegheny Teledyne.
In addition, prior to and in connection with the spin-off, Teledyne
Technologies and Allegheny Teledyne will enter into agreements providing for the
separation of the companies and governing various relationships for separating
employee benefits and tax obligations, indemnification and transition services.
Net sales include $1,074,000, $293,000 and $1,548,000 of sales to other
Allegheny Teledyne subsidiaries for the years ended December 31, 1998, 1997 and
1996, respectively. There was a receivable of $532,000 at December 31, 1998 and
$220,000 at December 31, 1997 from other Allegheny Teledyne subsidiaries.
NOTE 8. INCOME TAXES
Teledyne Technologies is included in the consolidated federal and certain
state income tax returns of Allegheny Teledyne. Any required tax payments were
made by Allegheny Teledyne as part of its consolidated returns. Provision for
income taxes was calculated as if Teledyne Technologies had filed separate
income tax returns. Provision for income taxes was as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Current
Federal.......................................... $29,614 $22,729 $25,016
State.......................................... 5,103 4,079 4,490
------- ------- -------
Total....................................... 34,717 26,808 29,506
------- ------- -------
Deferred
Federal........................................ (396) 235 (237)
State.......................................... (45) 20 (42)
------- ------- -------
Total....................................... (441) 255 (279)
------- ------- -------
Provision for income taxes....................... $34,276 $27,063 $29,227
======= ======= =======
</TABLE>
F-16
<PAGE> 102
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
The following is a reconciliation of the statutory federal income tax rate
to the actual effective income tax rate:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Federal tax rate.......................................... 35.0% 35.0% 35.0%
State and local income taxes, net of federal tax
benefit................................................... 4.5% 3.8% 3.3%
Other..................................................... 1.8% 0.6% 3.5%
---- ---- ----
Effective income tax rate................................. 41.3% 39.4% 41.8%
==== ==== ====
</TABLE>
Deferred income taxes result from temporary differences in the recognition
of income and expense for financial and income tax reporting purposes, and
differences between the fair value of assets acquired in business combinations
accounted for as purchases for financial reporting purposes and their
corresponding tax bases. Deferred income taxes represent future tax benefits or
costs to be recognized when those temporary differences reverse. The categories
of assets and liabilities that have resulted in differences in the timing of the
recognition of income and expense were as follows:
<TABLE>
<CAPTION>
1998 1997
------- -------
(IN THOUSANDS)
<S> <C> <C>
Deferred income tax assets:
Postretirement benefits other than pensions........ $12,878 $12,751
Reserves......................................... 10,005 9,596
Inventory valuation.............................. 5,352 5,409
Accrued vacation................................. 4,200 4,279
Other items...................................... 4,218 2,806
------- -------
Total deferred income tax assets................... 36,653 34,841
------- -------
Deferred income tax liabilities:
Bases of property, plant and equipment........... 1,619 248
------- -------
Total deferred income tax liabilities.............. 1,619 248
------- -------
Net deferred income tax asset...................... $35,034 $34,593
======= =======
</TABLE>
NOTE 9. PENSION PLANS
Certain Teledyne Technologies employees participate in the noncontributory
defined benefit plan sponsored by Allegheny Teledyne. Benefits under the defined
benefit plan are generally based on years of service and/or final average pay.
Allegheny Teledyne funds the pension plan in accordance with the requirements of
the Employee Retirement Income Security Act of 1974, as amended, and the
Internal Revenue Code.
Net periodic pension income or expense allocated to Teledyne Technologies
was $1,719,000 income, $722,000 expense and $965,000 income in the years ended
December 31, 1998, 1997 and 1996, respectively.
It is intended that as of the spin-off date, Teledyne Technologies will
assume the existing defined benefit plan obligations for all of Teledyne
Technologies' employees, both
F-17
<PAGE> 103
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
active and inactive, at its companies that perform government contract work and
for Teledyne Technologies' active employees at its companies that do not perform
government contract work. Allegheny Teledyne will transfer sufficient pension
assets to fund the new Teledyne Technologies defined benefit pension plan such
that at the time of the transfer, pension assets will exceed pension obligations
by approximately $50,000,000. As a result, it is anticipated that Teledyne
Technologies will not have to make contributions to the pension plan for the
foreseeable future. Additionally, in accordance with Internal Revenue Code
regulations, the Company would be able to recover from the excess pension assets
amounts paid for retiree medical expenses.
Teledyne Technologies also participates in a defined contribution plan
sponsored by Allegheny Teledyne maintained for substantially all of its
employees. The costs associated with this plan were $3,323,000, $1,209,000 and
$1,266,000 in 1998, 1997 and 1996, respectively. It is intended that Teledyne
Technologies will establish its own defined contribution plan subsequent to the
distribution.
NOTE 10. POSTRETIREMENT BENEFITS
The Company sponsors several postretirement defined benefit plans covering
certain salaried and hourly employees. The plans provide health care and life
insurance benefits for eligible retirees.
Components of postretirement benefit expense included the following:
<TABLE>
<CAPTION>
EXPENSE (INCOME)
-----------------------------
OTHER POSTRETIREMENT BENEFITS
-----------------------------
1998 1997 1996
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Service cost -- benefits earned during the year..... $ 341 $ 356 $ 326
Interest cost on benefits earned in prior years..... 1,647 1,761 1,779
Amortization of prior service cost.................. (381) (381) (381)
Amortization of net actuarial gain.................. (128) -- --
------ ------ ------
Total benefit expense............................... $1,479 $1,736 $1,724
====== ====== ======
</TABLE>
Discount rates of 7.0%, 7.25% and 7.5% were used to develop postretirement
benefit expense for the years ended December 31, 1998, 1997 and 1996,
respectively. Discount rates of 7.0% at December 31, 1998 and 1997 were used for
the valuation of postretirement obligations.
F-18
<PAGE> 104
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
The accrued benefit cost at December 31, 1998 and 1997 was as follows:
<TABLE>
<CAPTION>
OTHER POSTRETIREMENT
BENEFITS
--------------------
1998 1997
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year............ $26,634 $25,577
Service cost....................................... 341 356
Interest cost...................................... 1,647 1,761
Benefits paid...................................... (1,322) (1,314)
Net actuarial (gains) and losses................... (2,230) 254
------- -------
Benefit obligation at end of year.................. 25,070 26,634
------- -------
Funded status of the plan.......................... 25,070 26,634
Unrecognized net actuarial gain.................... 6,399 4,298
Unrecognized prior service cost.................... 1,484 1,865
------- -------
Accrued benefit cost............................... $32,953 $32,797
======= =======
</TABLE>
The annual assumed rate of increase in the per capita cost of covered
benefits (the health care cost trend rate) for health care plans was 8.16
percent in 1999 and was assumed to decrease to 5.0 percent in the year 2002 and
remain at that level thereafter. Assumed health care cost trend rates have a
significant effect on the amounts reported for the health care plans. A one
percentage point change in assumed health care cost trend rates would have the
following effects:
<TABLE>
<CAPTION>
ONE PERCENTAGE ONE PERCENTAGE
POINT INCREASE POINT INCREASE
-------------- --------------
(IN THOUSANDS)
<S> <C> <C>
Effect on total of service and interest
cost components for the year ended
December 31, 1998...................... $ 296 $ (253)
Effect on postretirement benefit
obligation at December 31, 1998.......... $3,042 $(2,658)
</TABLE>
NOTE 11. BUSINESS SEGMENTS
Teledyne Technologies is a leading provider of sophisticated electronic and
communications products, systems engineering solutions and information
technology services, and aerospace engines and components. Its customers include
aerospace prime contractors, general aviation companies, government agencies and
major communications and other commercial companies. Teledyne Technologies
operates in three business segments: Electronics and Communications, Systems
Engineering Solutions and Aerospace Engines and Components.
F-19
<PAGE> 105
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
Information on the Company's business segments was as follows:
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Sales:
Electronics and Communications................ $342,110 $340,034 $313,488
Systems Engineering Solutions............... 223,185 210,375 216,090
Aerospace Engines and Components............ 215,098 206,192 186,822
-------- -------- --------
Total sales................................... $780,393 $756,601 $716,400
======== ======== ========
</TABLE>
The Company's backlog of confirmed orders was approximately $401,778,000 at
December 31, 1998 and $388,804,000 at December 31, 1997.
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Sales to the U.S. Government including direct
sales as prime contractor and indirect sales
as subcontractor:
Electronics and Communications................ $102,448 $102,714 $114,806
Systems Engineering Solutions............... 159,206 157,958 169,372
Aerospace Engines and Components............ 46,787 42,608 32,539
-------- -------- --------
Total sales to U.S. Government................ $308,441 $303,280 $316,717
======== ======== ========
</TABLE>
Sales to the U.S. Government included sales to the Department of Defense of
$214,093,000 in 1998, $198,522,000 in 1997 and $193,450,000 in 1996.
Total international sales were $172,920,000 in 1998, $159,212,000 in 1997
and $164,213,000 in 1996. Of these amounts, sales by operations in the United
States to customers in other countries were $159,308,000 in 1998, $143,981,000
in 1997 and $144,362,000 in 1996. There were no sales to individual countries
outside of the United States in excess of 10 percent of the Company's net sales.
Sales between business segments, which were not material, generally were priced
at prevailing market prices.
F-20
<PAGE> 106
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Operating profit:
Electronics and Communications................ $ 42,620 $ 36,787 $ 37,907
Systems Engineering Solutions............... 20,543 13,117 19,880
Aerospace Engines and Components............ 26,072 24,950 17,444
-------- -------- --------
Total operating profit........................ 89,235 74,854 75,231
Corporate expense............................. (7,804) (7,566) (7,164)
Other income.................................. 1,562 1,399 1,855
-------- -------- --------
Income before income taxes.................... $ 82,993 $ 68,687 $ 69,922
======== ======== ========
Depreciation and amortization:
Electronics and Communications.............. $ 5,731 $ 5,735 $ 5,079
Systems Engineering Solutions............... 2,857 3,047 2,977
Aerospace Engines and Components............ 2,544 2,503 3,104
-------- -------- --------
$ 11,132 $ 11,285 $ 11,160
======== ======== ========
Capital expenditures:
Electronics and Communications.............. $ 10,300 $ 10,793 $ 9,425
Systems Engineering Solutions............... 2,612 2,343 3,004
Aerospace Engines and Components............ 5,153 2,686 3,410
-------- -------- --------
$ 18,065 $ 15,822 $ 15,839
======== ======== ========
Identifiable assets:
Electronics and Communications.............. $ 96,152 $ 93,048 $ 95,993
Systems Engineering Solutions............... 63,438 70,745 68,784
Aerospace Engines and Components............ 56,195 56,980 53,336
Corporate................................... 35,034 34,593 34,848
-------- -------- --------
$250,819 $255,366 $252,961
======== ======== ========
</TABLE>
NOTE 12. COMMITMENTS AND CONTINGENCIES
Rental expense under operating leases was $10,424,000 in 1998, $10,179,000
in 1997 and $11,800,000 in 1996. Future minimum rental commitments under
operating leases with non-cancelable terms of more than one year as of December
31, 1998, were as follows: $9,017,000 in 1999, $5,393,000 in 2000, $5,051,000 in
2001, $4,812,000 in 2002, $2,418,000 in 2003 and $6,869,000 thereafter.
The Company is subject to federal, state and local environmental laws and
regulations which require that it investigate and remediate the effects of the
release or disposal of materials at sites associated with past and present
operations, including sites at which the Company has been identified as a
potentially responsible party under the federal Superfund laws and comparable
state laws. The Company has been identified as a potentially
F-21
<PAGE> 107
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
responsible party at approximately 17 such sites, excluding those at which the
Company believes it has no future liability. The Company recognized income of
$469,000 in 1998 and $708,000 in 1996 as a result of favorable negotiations with
other potentially responsible parties related to their level of financial
responsibility for environmental remediation costs. In 1997, the Company
recognized expense of $765,000 related to changes in environmental obligations.
In accordance with the Company's accounting policy disclosed in Note 2,
environmental liabilities are recorded when the Company's liability is probable
and the costs are reasonably estimable. In many cases, however, investigations
are not yet at a stage where the Company has been able to determine whether it
is liable or, if liability is probable, to reasonably estimate the loss or range
of loss, or certain components thereof. Estimates of the Company's liability are
further subject to uncertainties regarding the nature and extent of site
contamination, the range of remediation alternatives available, evolving
remediation standards, imprecise engineering evaluations and estimates of
appropriate cleanup technology, methodology and cost, the extent of corrective
actions that may be required, and the number and financial condition of other
potentially responsible parties, as well as the extent of their responsibility
for the remediation. Accordingly, as investigation and remediation of these
sites proceeds, it is likely that adjustments in the Company's accruals will be
necessary to reflect new information. The amounts of any such adjustments could
have a material adverse effect on the Company's results of operations in a given
period, but the amounts, and the possible range of loss in excess of the amounts
accrued, are not reasonably estimable. Based on currently available information,
however, management does not believe that future environmental costs in excess
of those accrued with respect to sites with which the Company has been
identified are likely to have a material adverse effect on the Company's
financial condition or liquidity. However, there can be no assurance that
additional future developments, administrative actions or liabilities relating
to environmental matters will not have a material adverse effect on the
Company's financial condition or results of operations.
At December 31, 1998, the Company's reserves for environmental remediation
obligations totaled approximately $1,600,000, of which approximately $823,000
were included in other current liabilities. The reserve includes estimated
probable future costs of $1,022,000 for federal Superfund and comparable
state-managed sites; $359,000 for formerly owned or operated sites for which the
Company has remediation or indemnification obligations; and $219,000 for sites
utilized by the Company in its ongoing operations. The Company is evaluating
whether it may be able to recover a portion of future costs for environmental
liabilities from its insurance carriers and from third parties other than
participating potentially responsible parties.
The timing of expenditures depends on a number of factors that vary by
site, including the nature and extent of contamination, the number of
potentially responsible parties, the timing of regulatory approvals, the
complexity of the investigation and remediation, and the standards for
remediation. The Company expects that it will expend present accruals over many
years, and will complete remediation of all sites with which it has been
identified in up to thirty years.
Various claims (whether based on U.S. Government or Company audits and
investigations or otherwise) have been or may be asserted against the Company
related to its U.S. Government contract work, including claims based on business
practices and cost classifications and actions under the False Claims Act.
Although such claims are generally
F-22
<PAGE> 108
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
resolved by detailed fact-finding and negotiation, on those occasions when they
are not so resolved, civil or criminal legal or administrative proceedings may
ensue. Depending on the circumstances and the outcome, such proceedings could
result in fines, penalties, compensatory and treble damages or the cancellation
or suspension of payments under one or more U.S. Government contracts. Under
government regulations, a company, or one or more of its operating divisions or
units, can also be suspended or debarred from government contracts based on the
results of investigations. However, although the outcome of these matters cannot
be predicted with certainty, management does not believe there is any audit,
review or investigation currently pending against the Company of which
management is aware that is likely to result in suspension or debarment of the
Company, or that is otherwise likely to have a material adverse effect on the
Company's financial condition or liquidity, although the resolution in any
reporting period of one or more of these matters could have a material adverse
effect on the Company's results of operations for that period.
The Company learns from time to time that it has been named as a defendant
in civil actions filed under seal pursuant to the False Claims Act. Generally,
since such cases are under seal, the Company does not in all cases possess
sufficient information to determine whether the Company could sustain a material
loss in connection with such cases, or to reasonably estimate the amount of any
loss attributable to such cases.
In connection with the spin-off, Allegheny Teledyne received a tax ruling
from the Internal Revenue Service stating that the spin-off will be tax-free to
Allegheny Teledyne and to Allegheny Teledyne's stockholders. The continuing
validity of the Internal Revenue Service tax ruling is subject to certain
factual representations and assumptions, including the Company's completion of a
public offering of the Company's common stock within one year following the
spin-off and use of the anticipated gross proceeds of approximately $125 million
(less associated costs) for research and development and related capital
projects, for the further development of the Company's manufacturing
capabilities and for acquisitions and/or joint ventures. Pursuant to the
Separation and Distribution Agreement that Teledyne Technologies will sign prior
to the spin-off, the Company will agree with Allegheny Teledyne to undertake
such a public offering.
The Tax Sharing and Indemnification Agreement between Allegheny Teledyne
and Teledyne Technologies provides that the Company will indemnify Allegheny
Teledyne and its agents and representatives for taxes imposed on, and other
amounts paid by, them or ATI's stockholders if the Company takes actions or
fails to take actions (such as completing the public offering) that result in
the spin-off not qualifying as a tax-free distribution. If the Company were
required to so indemnify Allegheny Teledyne, such an obligation could have a
material adverse effect on its financial condition, results of operations and
cash flow and the amount the Company could be required to pay could exceed its
net worth by a substantial amount.
A number of other lawsuits, claims and proceedings have been or may be
asserted against the Company relating to the conduct of its business, including
those pertaining to product liability, patent infringement, commercial,
employment and employee benefits. While the outcome of litigation cannot be
predicted with certainty, and some of these lawsuits, claims or proceedings may
be determined adversely to the Company, management does not believe that the
disposition of any such pending matters is likely to have a material adverse
effect on the Company's financial condition or liquidity, although the
resolution in any
F-23
<PAGE> 109
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
reporting period of one or more of these matters could have a material adverse
effect on the Company's results of operations for that period.
NOTE 13. QUARTERLY DATA (UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED
-------------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- -------- -------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
1998 --
Sales........................ $198,760 $200,468 $189,462 $191,703
Gross profit................. $ 52,742 $ 55,066 $ 48,616 $ 51,882
Net income................... $ 11,300 $ 13,918 $ 12,585 $ 10,914
1997 --
Sales........................ $182,126 $192,757 $188,388 $193,330
Gross profit................. $ 49,176 $ 49,496 $ 51,859 $ 55,006
Net income................... $ 10,126 $ 8,181 $ 10,854 $ 12,463
</TABLE>
In the 1998 third quarter, results reflect the favorable impact of an
adjustment to product liability self-insurance reserves as a result of favorable
experience.
In the 1997 second quarter, nonrecurring expenses, primarily research and
development-related expenses for electronic components for aircraft, resulted in
declines in operating profit for Teledyne Controls' data acquisition and
communication products.
F-24
<PAGE> 110
TELEDYNE TECHNOLOGIES INCORPORATED
COMBINED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS
ENDED SEPTEMBER 30,
--------------------
1999 1998
-------- --------
(IN THOUSANDS)
<S> <C> <C>
SALES.................................................... $602,978 $588,690
Costs and expenses:
Cost of sales.......................................... 442,146 432,266
Selling, general and administrative expenses........... 100,500 92,911
-------- --------
542,646 525,177
-------- --------
Earnings before other income............................. 60,332 63,513
Other income............................................. 716 887
-------- --------
INCOME BEFORE INCOME TAXES............................... 61,048 64,400
Provision for income taxes............................... 25,213 26,597
-------- --------
NET INCOME............................................... $ 35,835 $ 37,803
======== ========
BASIC NET INCOME PER COMMON SHARE........................ $1.30 $1.34
======== ========
DILUTED NET INCOME PER COMMON SHARE...................... $1.30 $1.34
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
F-25
<PAGE> 111
TELEDYNE TECHNOLOGIES INCORPORATED
COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
PRO FORMA
CAPITALIZATION HISTORICAL
-------------- ----------------------------
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31,
1999 1999 1998
-------------- ------------- ------------
(UNAUDITED) (UNAUDITED) (AUDITED)
(IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
Cash.......................................... $ -- $ --
Accounts receivable........................... 120,627 103,198
Inventories................................... 53,852 53,186
Deferred income taxes......................... 18,855 12,913
Prepaid expenses and other current assets..... 2,157 1,751
--------- ---------
TOTAL CURRENT ASSETS...................... 195,491 171,048
Property, plant and equipment................. 50,453 43,022
Deferred income taxes......................... 17,232 22,121
Cost in excess of net assets acquired......... 9,201 9,370
Other assets.................................. 5,120 5,258
--------- ---------
TOTAL ASSETS.............................. $ 277,497 $ 250,819
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable.............................. $ 51,224 $ 43,344
Accrued liabilities........................... 51,182 49,136
--------- ---------
TOTAL CURRENT LIABILITIES................. 102,406 92,480
Long-term debt................................ $ 100,000 -- --
Accrued postretirement benefits............... 33,337 32,953
Other long-term liabilities................... 15,384 18,984
--------- ---------
TOTAL LIABILITIES......................... 151,127 144,417
--------- ---------
STOCKHOLDER'S EQUITY:
Preferred stock, par value $0.01:
authorized -- 15,000,000 shares; issued
and outstanding -- none................... -- -- --
Common stock, par value $0.01:
authorized -- 125,000,000 shares; issued
and outstanding -- 27,008,553 shares...... 270 -- --
Additional paid-in capital.................. 11,172 -- --
Net advances from Allegheny Teledyne........ -- 124,750 104,682
Foreign currency translation gains.......... 1,620 1,620 1,720
--------- --------- ---------
TOTAL STOCKHOLDER'S EQUITY................ 13,062 126,370 106,402
--------- --------- ---------
TOTAL CAPITALIZATION...................... $ 113,062
=========
TOTAL LIABILITIES AND STOCKHOLDER'S
EQUITY................................. $ 277,497 $ 250,819
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
F-26
<PAGE> 112
TELEDYNE TECHNOLOGIES INCORPORATED
COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS
ENDED SEPTEMBER 30,
--------------------
1999 1998
-------- --------
(IN THOUSANDS)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income................................................ $ 35,835 $ 37,803
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization........................ 9,044 8,358
Deferred income taxes................................ (1,053) (8,766)
Gain on sale of property, plant and equipment........ -- (427)
Change in operating assets and liabilities:
Accounts receivable.................................. (17,429) 14,215
Accounts payable..................................... 7,880 (350)
Other long-term liabilities.......................... (3,600) 1,350
Accrued liabilities.................................. 2,046 (104)
Inventories.......................................... (666) (5,477)
Accrued postretirement............................... 384 (104)
Other................................................... (846) (1,260)
-------- --------
CASH PROVIDED BY OPERATING ACTIVITIES................ 31,595 45,238
-------- --------
INVESTING ACTIVITIES:
Purchases of property, plant and equipment.............. (16,089) (9,503)
Disposals of property, plant and equipment.............. -- 719
Other................................................... 261 1,415
-------- --------
CASH USED IN INVESTING ACTIVITIES.................... (15,828) (7,369)
-------- --------
FINANCING ACTIVITIES:
Net advances to Allegheny Teledyne...................... (15,767) (37,869)
-------- --------
CASH USED IN FINANCING ACTIVITIES.................... (15,767) (37,869)
-------- --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.......... -- --
Cash and cash equivalents at beginning of year............ -- --
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD................ $ -- $ --
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
F-27
<PAGE> 113
TELEDYNE TECHNOLOGIES INCORPORATED
COMBINED STATEMENTS OF STOCKHOLDER'S EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
ADVANCES ACCUMULATED
(TO) FROM OTHER
ALLEGHENY COMPREHENSIVE STOCKHOLDER'S
TELEDYNE INCOME EQUITY
--------- ------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C>
BALANCE, DECEMBER 31, 1997............. $107,451 $1,914 $109,365
======== ====== ========
Net income............................. 37,803 -- 37,803
Other comprehensive income, net of tax:
Foreign currency translation losses.... -- (242) (242)
-------- ------ --------
Comprehensive income................... 37,803 (242) 37,561
Net transactions with Allegheny
Teledyne............................. (37,869) -- (37,869)
-------- ------ --------
BALANCE, SEPTEMBER 30, 1998............ $107,385 $1,672 $109,057
======== ====== ========
BALANCE, DECEMBER 31, 1998............. $104,682 $1,720 $106,402
======== ====== ========
Net income............................. 35,835 -- 35,835
Other comprehensive income, net of tax:
Foreign currency translation losses.... -- (100) (100)
-------- ------ --------
Comprehensive income................... 35,835 (100) 35,735
Net transactions with Allegheny
Teledyne............................. (15,767) -- (15,767)
-------- ------ --------
BALANCE, SEPTEMBER 30, 1999............ $124,750 $1,620 $126,370
======== ====== ========
</TABLE>
The accompanying notes are an integral part of these statements.
F-28
<PAGE> 114
NOTES TO INTERIM COMBINED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
These interim combined financial statements include the accounts of
Teledyne Technologies Incorporated and its subsidiaries ("Teledyne Technologies"
or the "Company"). These unaudited combined financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and note
disclosures required by generally accepted accounting principles for complete
financial statements. In the opinion of the Company, all adjustments (which
include only normal recurring adjustments) considered necessary for a fair
presentation have been included. These unaudited combined financial statements
should be read in conjunction with the annual combined historical financial
statements and notes thereto included in this Information Statement. The results
of operations for these interim periods are not necessarily indicative of the
operating results for a full year.
The average number of shares of Teledyne Technologies common stock used in
the computation of basic net income per common share was 27,481,371 and
28,126,024 for the nine months ended September 30, 1999 and 1998, respectively,
based on a distribution ratio of one share of Teledyne Technologies common stock
for every seven shares of Allegheny Teledyne common stock. The average number of
shares of Teledyne Technologies common stock used in the computation of diluted
net income per common share was 27,506,953 and 28,154,010 for the nine months
ended September 30 1999 and 1998, respectively. A distribution ratio of one
share of Teledyne Technologies common stock for every seven shares of Allegheny
Teledyne common stock was used to adjust the stock options. The actual stock
option adjustment will be based upon the relation of the market price of
Allegheny Teledyne common stock prior to the spin-off to the market price of
Teledyne Technologies after the spin-off and therefore cannot be determined at
the present time.
FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities" was issued in June 1998. This statement establishes accounting and
reporting standards for derivative instruments and hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. In June 1999, FASB Statement No. 137, "Accounting for Derivative
Instruments and Hedging Activities: Deferral of the Effective Date of FASB
Statement No. 133" was issued. This statement delays the effective date of FASB
Statement No. 133 to all fiscal quarters of all fiscal years beginning after
June 15, 2000. The Company is presently evaluating the effect of adopting these
statements.
F-29
<PAGE> 115
NOTES TO INTERIM COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2. INVENTORIES
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
(IN THOUSANDS)
<S> <C> <C>
Raw materials and supplies................. $ 25,177 $ 23,296
Work-in-process............................ 65,684 65,296
Finished goods............................. 9,398 10,385
-------- --------
Total inventories at current cost.......... 100,259 98,977
Less allowances to reduce current cost
values to LIFO basis..................... (39,364) (39,043)
Progress payments.......................... (7,043) (6,748)
-------- --------
Total inventories.......................... $ 53,852 $ 53,186
======== ========
</TABLE>
NOTE 3. BUSINESS SEGMENTS
Information on the Company's business segments for the nine months ended
September 30, 1999 and 1998 was as follows:
<TABLE>
<CAPTION>
1999 1998
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Sales:
Electronics and Communications................... $258,710 $261,950
Systems Engineering Solutions.................. 166,535 165,465
Aerospace Engines and Components............... 177,733 161,275
-------- --------
Total sales................................. $602,978 $588,690
======== ========
Operating profit:
Electronics and Communications................. $ 31,277 $ 33,081
Systems Engineering Solutions.................. 13,308 14,227
Aerospace Engines and Components............... 21,777 22,092
-------- --------
Total operating profit........................... 66,362 69,400
Corporate expense................................ (6,030) (5,887)
Other income..................................... 716 887
-------- --------
Income before income taxes....................... $ 61,048 $ 64,400
======== ========
</TABLE>
NOTE 4. COMMITMENTS AND CONTINGENCIES
The Company is subject to federal, state and local environmental laws and
regulations which require that it investigate and remediate the effects of the
release or disposal of materials at sites associated with past and present
operations, including sites at which the Company has been identified as a
potentially responsible party under the federal Superfund laws and comparable
state laws. The Company is currently involved in the investigation and
remediation of a number of sites under these laws. The Company recognized
expense related
F-30
<PAGE> 116
NOTES TO INTERIM COMBINED FINANCIAL STATEMENTS (CONTINUED)
to changes in environmental obligations of $60,000 for the nine months ended
September 30, 1999 and income of $681,000 for the nine months ended September
30, 1998.
In accordance with the Company's accounting policy, environmental
liabilities are recorded when the Company's liability is probable and the costs
are reasonably estimable. In many cases, however, investigations are not yet at
a stage where the Company has been able to determine whether it is liable or, if
liability is probable, to reasonably estimate the loss or range of loss, or
certain components thereof. Estimates of the Company's liability are further
subject to uncertainties regarding the nature and extent of site contamination,
the range of remediation alternatives available, evolving remediation standards,
imprecise engineering evaluations and estimates of appropriate cleanup
technology, methodology and cost, the extent of corrective actions that may be
required, and the number and financial condition of other potentially
responsible parties, as well as the extent of their responsibility for the
remediation. Accordingly, as investigation and remediation of these sites
proceeds, it is likely that adjustments in the Company's accruals will be
necessary to reflect new information. The amounts of any such adjustments could
have a material adverse effect on the Company's results of operations in a given
period, but the amounts, and the possible range of loss in excess of the amounts
accrued, are not reasonably estimable. Based on currently available information,
however, management does not believe that future environmental costs in excess
of those accrued with respect to sites with which the Company has been
identified are likely to have a material adverse effect on the Company's
financial condition or liquidity. However, there can be no assurance that
additional future developments, administrative actions or liabilities relating
to environmental matters will not have a material adverse effect on the
Company's financial condition or results of operations.
At September 30, 1999, the Company's reserves for environmental remediation
obligations totaled approximately $1,334,000, of which approximately $922,100
were included in other current liabilities. The reserve includes estimated
probable future costs of $782,400 for federal Superfund and comparable
state-managed sites; $292,000 for formerly owned or operated sites for which the
Company has remediation or indemnification obligations; and $259,600 for sites
utilized by the Company in its ongoing operations. The Company is evaluating
whether it may be able to recover a portion of future costs for environmental
liabilities from its insurance carriers and from third parties other than
participating potentially responsible parties.
The timing of expenditures depends on a number of factors that vary by
site, including the nature and extent of contamination, the number of
potentially responsible parties, the timing of regulatory approvals, the
complexity of the investigation and remediation, and the standards for
remediation. The Company expects that it will expend present accruals over many
years, and will complete remediation of all sites with which it has been
identified in up to thirty years.
Various claims (whether based on U.S. Government or Company audits and
investigations or otherwise) have been or may be asserted against the Company
related to its U.S. Government contract work, including claims based on business
practices and cost classifications and actions under the False Claims Act.
Although such claims are generally resolved by detailed fact-finding and
negotiation, on those occasions when they are not so resolved, civil or criminal
legal or administrative proceedings may ensue. Depending on the circumstances
and the outcome, such proceedings could result in fines, penalties, compensatory
and treble damages or the cancellation or suspension of payments under one or
more
F-31
<PAGE> 117
NOTES TO INTERIM COMBINED FINANCIAL STATEMENTS (CONTINUED)
U.S. Government contracts. Under government regulations, a company, or one or
more of its operating divisions or units, can also be suspended or debarred from
government contracts based on the results of investigations. However, although
the outcome of these matters cannot be predicted with certainty, management does
not believe there is any audit, review or investigation currently pending
against the Company of which management is aware that is likely to result in
suspension or debarment of the Company, or that is otherwise likely to have a
material adverse effect on the Company's financial condition or liquidity,
although the resolution in any reporting period of one or more of these matters
could have a material adverse effect on the Company's results of operations for
that period.
The Company learns from time to time that it has been named as a defendant
in civil actions filed under seal pursuant to the False Claims Act. Generally,
since such cases are under seal, the Company does not in all cases possess
sufficient information to determine whether the Company could sustain a material
loss in connection with such cases, or to reasonably estimate the amount of any
loss attributable to such cases.
In connection with the spin-off, Allegheny Teledyne received a tax ruling
from the Internal Revenue Service stating that the spin-off will be tax-free to
Allegheny Teledyne and to Allegheny Teledyne's stockholders. The continuing
validity of the Internal Revenue Service tax ruling is subject to certain
factual representations and assumptions, including completion of a public
offering of the Company's common stock within one year following the spin-off
and use of the anticipated gross proceeds of approximately $125 million (less
associated costs) for research and development and related capital projects, for
the further development of the Company's manufacturing capabilities and for
acquisitions and/or joint ventures. Pursuant to the Separation and Distribution
Agreement that Teledyne Technologies will sign prior to the spin-off, the
Company will agree with Allegheny Teledyne to undertake such a public offering.
The Tax Sharing and Indemnification Agreement between Allegheny Teledyne
and Teledyne Technologies will provide that the Company will indemnify Allegheny
Teledyne and its agents and representatives for taxes imposed on, and other
amounts paid by, them or ATI's stockholders if the Company takes actions or
fails to take actions (such as completing the public offering) that result in
the spin-off not qualifying as a tax-free distribution. If the Company were
required to so indemnify Allegheny Teledyne, such an obligation could have a
material adverse effect on its financial condition, results of operations and
cash flow and the amount the Company could be required to pay could exceed its
net worth by a substantial amount.
A number of other lawsuits, claims and proceedings have been or may be
asserted against the Company relating to the conduct of its business, including
those pertaining to product liability, patent infringement, commercial,
employment and employee benefits. While the outcome of litigation cannot be
predicted with certainty, and some of these lawsuits, claims or proceedings may
be determined adversely to the Company, management does not believe that the
disposition of any such pending matters is likely to have a material adverse
effect on the Company's financial condition or liquidity, although the
resolution in any reporting period of one or more of these matters could have a
material adverse effect on the Company's results of operations for that period.
F-32
<PAGE> 118
NOTES TO INTERIM COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 5. UNAUDITED PRO FORMA CAPITALIZATION
The unaudited pro forma capitalization at September 30, 1999 presented on
the balance sheet was prepared assuming the distribution occurred on September
30, 1999 and includes the following transactions that occurred subsequent to
September 30, 1999:
(a) Recording debt of $100,000,000 to be assumed by Teledyne Technologies
at the date of the spin-off.
(b) Recording the transfer of net unrecognized actuarial gains on pension
obligation, insurance reserves, deferred compensation long-term assets
and liabilities and deferred taxes.
(c) Recording the planned liquidation of the remaining investment by
Allegheny Teledyne and the issuance of 27,008,553 shares of Teledyne
Technologies common stock.
F-33
<PAGE> 119
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
2.1 Form of Separation and Distribution Agreement by and among
Allegheny Teledyne Incorporated, TDY Holdings, LLC, Teledyne
Industries, Inc. and Teledyne Technologies Incorporated
3.1 Form of Restated Certificate of Incorporation of Teledyne
Technologies Incorporated
3.2 Form of Amended and Restated Bylaws of Teledyne Technologies
Incorporated
4.1 Specimen Certificate for Common Stock of Teledyne
Technologies Incorporated*
4.2 Form of Rights Agreement between Teledyne Technologies
Incorporated and ChaseMellon Shareholder Services, L.L.C.
4.3 Form of Credit Agreement among Allegheny Teledyne
Incorporated, Teledyne Technologies Incorporated, Bank of
America, N.A., as Administrative Agent, Swing Line Lender
and Issuing Lender, and the other financial institutions
party thereto*
10.1 Form of Tax Sharing and Indemnification Agreement between
Allegheny Teledyne Incorporated and Teledyne Technologies
Incorporated
10.2 Form of Interim Services Agreement between Allegheny
Teledyne Incorporated and Teledyne Technologies
Incorporated*
10.3 Form of Employee Benefits Agreement between Allegheny
Teledyne Incorporated and Teledyne Technologies Incorporated
10.4 Form of Trademark License Agreement between Allegheny
Teledyne Incorporated and Teledyne Technologies
Incorporated*
10.5 Form of Teledyne Technologies Incorporated 1999 Incentive
Plan*
10.6 Form of Teledyne Technologies Incorporated 1999 Non-Employee
Director Stock Compensation Plan*
10.7 Form of Fee Continuation Plan for Non-Employee Directors*
21 Significant Subsidiary of Teledyne Technologies
Incorporated*
27 Financial Data Schedule*
</TABLE>
- ---------------
* Previously filed.
<PAGE> 1
Exhibit 2.1
SEPARATION AND DISTRIBUTION AGREEMENT
BY AND AMONG
ALLEGHENY TELEDYNE INCORPORATED,
TDY HOLDINGS, LLC,
TELEDYNE INDUSTRIES, INC.
AND
TELEDYNE TECHNOLOGIES INCORPORATED
DATED AS OF NOVEMBER __, 1999
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <C>
ARTICLE I DEFINITIONS............................................................................................2
ARTICLE II THE SEPARATION.......................................................................................13
2.01. Transfer of Assets and Assumption of Liabilities.....................................13
2.02. Teledyne Technologies Assets.........................................................14
2.03. Teledyne Technologies Liabilities....................................................14
2.04. Termination of Agreements............................................................16
2.05. Documents Relating to Transfer of Real Property Interests
and Tangible Property Located Thereon.............................................16
2.06. Documents Further Evidencing Transfers of Assets and
Assumption of Liabilities.........................................................17
2.07. Other Ancillary Agreements...........................................................17
2.08. Disclaimer of Representations and Warranties.........................................17
2.09. Financing Arrangements...............................................................18
2.10. Governmental Approvals and Consents..................................................18
2.11. Novation of Assumed Teledyne Technologies Liabilities................................19
2.12. Transfer of Brown Assets and Assumption of Brown Liabilities.........................20
2.13. Consummation of Purchase and Sale Agreements;
Interim Contribution..............................................................20
2.14. TI Contribution And Liquidation......................................................20
2.15. Interim Distributions................................................................20
ARTICLE III THE DISTRIBUTION....................................................................................20
3.01. The Distribution.....................................................................20
3.02. Actions Prior to the Distribution....................................................20
3.03. Fractional Shares....................................................................21
ARTICLE IV THE PUBLIC OFFERING..................................................................................22
4.01. The Public Offering..................................................................22
4.02. Proceeds of the Public Offering......................................................22
4.03. Remedies.............................................................................23
ARTICLE V MUTUAL RELEASES; INDEMNIFICATION......................................................................23
5.01. Release of Pre-Distribution Claims...................................................23
5.02. Indemnification by Teledyne Technologies.............................................25
5.03. Indemnification by ATI...............................................................26
5.04. Indemnification Obligations Net of Insurance Proceeds and Other Amounts..............27
5.05. Procedures for Indemnification of Third Party Claims.................................27
5.06. Additional Matters...................................................................28
5.07. Remedies Cumulative..................................................................29
5.08. Survival of Indemnities..............................................................29
</TABLE>
i
<PAGE> 3
<TABLE>
<S> <C>
ARTICLE VI CERTAIN OTHER MATTERS................................................................................29
6.01. Insurance Matters....................................................................29
6.02. Certain Business Matters.............................................................32
6.03. Late Payments........................................................................32
6.04. Certain Governance Matters...........................................................32
ARTICLE VII EXCHANGE OF INFORMATION; CONFIDENTIALITY............................................................33
7.01. Agreement for Exchange of Information; Archives......................................33
7.02. Ownership of Information.............................................................33
7.03. Compensation For Providing Information...............................................33
7.04. Record Retention.....................................................................34
7.05. Other Agreements Providing for Exchange of Information...............................34
7.06. Production of Witnesses; Records; Cooperation........................................34
7.07. Confidentiality......................................................................35
7.08. Protective Arrangements..............................................................36
ARTICLE VIII FURTHER ASSURANCES..................................................................................36
8.01. Further Assurances...................................................................36
ARTICLE IX TERMINATION..........................................................................................37
9.01. Termination..........................................................................37
9.02. Effect of Termination................................................................37
ARTICLE X MISCELLANEOUS.........................................................................................37
10.01. Counterparts; Entire Agreement; Corporate Power.....................................37
10.02. Governing Law; Consent to Jurisdiction..............................................38
10.03. Assignability.......................................................................38
10.04. Third Party Beneficiaries...........................................................39
10.05. Notices.............................................................................39
10.06. Severability........................................................................39
10.07. Force Majeure.......................................................................40
10.08. Headings............................................................................40
10.09. Survival of Covenants...............................................................40
10.10. Waivers of Default..................................................................40
10.11. Specific Performance................................................................40
10.12. Amendments..........................................................................40
10.13. Interpretation......................................................................41
10.14. Disputes............................................................................41
10.15. Exclusivity of Tax Sharing Agreement................................................42
</TABLE>
ii
<PAGE> 4
SEPARATION AND DISTRIBUTION AGREEMENT
THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of November __,
1999, is by and among Allegheny Teledyne Incorporated, a Delaware corporation
("ATI"), TDY Holdings, LLC, a Delaware limited liability company the sole member
of which is ATI ("Holdings"), Teledyne Industries, Inc., a California
corporation and an indirect wholly owned subsidiary of ATI ("TII"), and Teledyne
Technologies Incorporated, a Delaware corporation and wholly owned subsidiary of
TII ("Teledyne Technologies"). Capitalized terms used herein and not otherwise
defined shall have the respective meanings assigned to them in Article I hereof.
WHEREAS, the Board of Directors of ATI has determined that it is in the
best interests of ATI and its stockholders to separate ATI's existing businesses
into three independent businesses; and
WHEREAS, in furtherance of the foregoing, it is appropriate and
desirable to transfer the Teledyne Technologies Assets to Teledyne Technologies
and to cause Teledyne Technologies to assume the Teledyne Technologies
Liabilities, all as more fully described in this Agreement and the Ancillary
Agreements; and
WHEREAS, ATI intends, subject to completion of the transactions
contemplated hereby (including the foregoing transfer of Teledyne Technologies
Assets and assumption of Teledyne Technologies Liabilities) and to the other
terms of this Agreement and to further action by its Board of Directors, to
effect the Distribution; and
WHEREAS, the Form 10 Registration Statement has become effective under
the Exchange Act; and
WHEREAS, ATI has received a private letter ruling from the Internal
Revenue Service to the effect that, among other things, the Distribution will
qualify as a tax-free distribution for federal income tax purposes under Section
355 of the Code; and
WHEREAS, the Distribution is to be followed by the Public Offering; and
WHEREAS, it is expected that, following certain transfers of other
Assets and assignments and assumptions of other Liabilities, ATI will distribute
to its stockholders all of the capital stock of Water Pik Technologies, Inc.
("Water Pik") held directly or indirectly by ATI and that, in connection
therewith, ATI and Water Pik have entered into agreements, including the Water
Pik Separation and Distribution Agreement, to address matters relating to the
Water Pik Distribution; and
WHEREAS, it is appropriate and desirable to set forth the principal
corporate transactions required to effect the Separation, the Distribution and
the Public Offering and certain other agreements that will govern certain
matters relating to the Separation, the Distribution and the Public Offering and
the relationships of ATI and Teledyne Technologies and their respective
Subsidiaries following the Separation and the Distribution;
<PAGE> 5
NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:
ARTICLE I
DEFINITIONS
For the purpose of this Agreement the following terms shall have the
following meanings:
1.01 ACTION means any demand, action, suit, countersuit,
arbitration, inquiry, proceeding or investigation by or before any federal,
state, local, foreign or international Governmental Authority or any arbitration
or mediation tribunal.
1.02 AFFILIATE of any Person means a Person that controls, is
controlled by, or is under common control with such Person. As used herein,
"control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such entity, whether
through ownership of voting securities or other interests, by contract or
otherwise.
1.03 AGENT means the distribution agent to be appointed by ATI to
distribute to the stockholders of ATI the shares of Teledyne Technologies Common
Stock held by ATI pursuant to the Distribution.
1.04 AGREEMENT means this Separation and Distribution Agreement,
including all of the Schedules hereto.
1.05 ANCILLARY AGREEMENTS means the deeds, lease assignments and
assumptions, leases, subleases and sub-subleases, subscription or contribution
agreements, stock powers, and the supplemental and other agreements and
instruments related thereto contemplated by Article II, including the Brown
Transfer and Assumption Agreement, the Purchase and Sale Agreements, the
Employee Benefits Agreement, the Interim Services Agreement, the Trademark
License Agreement, the Patent Assignments and related agreements regarding
powers of attorney and the Tax Sharing Agreement.
1.06 ASSETS means assets, properties and rights (including
goodwill), wherever located (including in the possession of vendors or other
third parties or elsewhere), whether real, personal or mixed, tangible,
intangible or contingent, in each case whether or not recorded or reflected or
required to be recorded or reflected on the books and records or financial
statements of any Person, including the following:
(a) all accounting and other books, records and files whether in
paper, microfilm, microfiche, computer tape or disc, magnetic tape or any other
form;
(b) all apparatus, computers and other electronic data processing
equipment, fixtures, machinery, equipment, furniture, office equipment,
automobiles, trucks, rolling stock, vessels, motor vehicles and other
transportation equipment, special and general tools, test devices, prototypes
and models and other tangible personal property;
2
<PAGE> 6
(c) all inventories of materials, parts, raw materials, supplies,
work-in-process and finished goods and products;
(d) all interests in real property of whatever nature, including
easements, whether as owner, lessor, sublessor, lessee, sublessee or otherwise;
(e) all interests in any capital stock or other equity interests
of any Subsidiary or any other Person, all bonds, notes, debentures or other
securities issued by any Subsidiary or any other Person, all loans, advances or
other extensions of credit or capital contributions to any Subsidiary or any
other Person and all other investments in securities of any Person;
(f) all license agreements, leases of personal property, open
purchase orders for raw materials, supplies, parts or services, unfilled orders
for the manufacture and sale of products and other contracts, agreements or
commitments;
(g) all deposits, letters of credit and performance and surety bonds;
(h) Information, including that prepared by consultants and other
parties;
(i) all domestic and foreign patents, copyrights, trade names,
domain names, trademarks, service marks and registrations and applications for
any of the foregoing, mask works, trade secrets, inventions, other proprietary
information and licenses from third Persons granting the right to use any of the
foregoing ("Intellectual Property");
(j) all computer applications, programs and other software,
including operating software, network software, firmware, middleware, internet
web pages, design software, design tools, systems documentation and
instructions;
(k) all cost information, sales and pricing data, customer
prospect lists, supplier records, customer and supplier lists, customer and
vendor data, correspondence and lists, product literature, artwork, design,
development and manufacturing files, vendor and customer drawings, formulations
and specifications, quality records and reports and other books, records,
studies, surveys, reports, plans and documents;
(l) all prepaid expenses, trade accounts and other accounts and notes
receivables;
(m) all rights under contracts or agreements, all claims or rights
against any Person arising from the ownership of any Asset, all rights in
connection with any bids or offers and all related claims, choses in action or
similar rights, whether accrued or contingent, including any claims of
infringement of Intellectual Property against third parties;
(n) all rights as a named insured under insurance policies and all
rights in the nature of insurance, indemnification or contribution;
(o) all licenses, permits, approvals and authorizations which have been
issued by any Governmental Authority;
3
<PAGE> 7
(p) cash or cash equivalents, bank accounts, lock boxes and other
deposit agreements; and
(q) interest rate, currency, commodity or other swap, collar, cap
or other hedging or similar agreements or arrangements.
1.07 ATI AUTOMOBILE POLICIES means those ATI Policies that (i)
insure Teledyne Technologies or any other member of the Teledyne Technologies
Group, and (ii) provide automobile insurance.
1.08 ATI COMMON STOCK means the Common Stock, par value $0.10 per
share, of ATI.
1.09 ATI GENERAL LIABILITY POLICIES means those ATI Policies that
(i) insure Teledyne Technologies or any other member of the Teledyne
Technologies Group, and (ii) provide general liability, public liability, or
comprehensive general liability insurance.
1.10 ATI GROUP means ATI and each Person (other than any member of
the Teledyne Technologies Group or the Water Pik Group) that is an Affiliate of
ATI immediately after the Effective Time.
1.11 ATI INDEMNITEES has the meaning set forth in Section 5.02.
1.12 ATI LIABILITIES means all Liabilities of ATI other than
Teledyne Technologies Liabilities and Water Pik Liabilities.
1.13 ATI POLICIES means policies of insurance that have been issued
to, or in favor of, ATI or Subsidiaries of ATI.
1.14 ATI PRODUCT LIABILITY POLICIES means those ATI Policies that
(i) insure Teledyne Technologies or any other member of the Teledyne
Technologies Group, and (ii) provide product liability insurance, other than
aircraft products liability insurance.
1.15 ATI WORKERS COMPENSATION POLICIES means those ATI Policies
that (i) insure Teledyne Technologies or any other member of the Teledyne
Technologies Group, and (ii) provide workers compensation insurance.
1.16 BROWN means Teledyne Brown Engineering, Inc., a Delaware
corporation and wholly owned subsidiary of Teledyne Technologies.
1.17 BROWN ASSETS means those Teledyne Technologies Assets
described in the Brown Transfer and Assumption Agreement.
1.18 BROWN LIABILITIES means those Teledyne Technologies
Liabilities described in the Brown Transfer and Assumption Agreement.
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1.19 BROWN TRANSFER AND ASSUMPTION AGREEMENT means the Asset
Transfer and Liabilities Assumption Agreement, dated as of the date hereof,
between Teledyne Technologies and Brown.
1.20 CODE means the Internal Revenue Code of 1986, as amended.
1.21 COMMISSION means the Securities and Exchange Commission.
1.22 CONSENTS means any consents, waivers or approvals from, or
notification requirements to, any third parties.
1.23 DESIGNATED OFFICERS means, (i) in the case of ATI, the Senior
Vice President, General Counsel and Secretary of ATI or his successor, and (ii)
in the case of Teledyne Technologies, the Senior Vice President, General Counsel
and Secretary of Teledyne Technologies or his successor.
1.24 DGCL means the Delaware General Corporation Law, as amended.
1.25 DISPUTES has the meaning set forth in Section 10.14.
1.26 DISTRIBUTION means the distribution by ATI on a pro rata basis
to holders of ATI Common Stock of all of the outstanding shares of Teledyne
Technologies Common Stock.
1.27 DISTRIBUTION DATE means the date on which the Distribution occurs.
1.28 EFFECTIVE TIME means 5:00 p.m., Eastern Standard Time or
Eastern Daylight Time (whichever shall be then in effect), on the Distribution
Date.
1.29 EMPLOYEE BENEFITS AGREEMENT means the Employee Benefits
Agreement, dated as of the date hereof, by and between ATI and Teledyne
Technologies.
1.30 ENVIRONMENTAL LAW means any federal, state, local, foreign or
international statute, ordinance, rule, regulation, code, license, permit,
authorization, approval, consent, common law (including tort and environmental
nuisance law), legal doctrine, order, judgment, decree, injunction, requirement
or agreement with any Governmental Authority, now or hereafter in effect
relating to health, safety, pollution or the environment (including ambient air,
surface water, groundwater, land surface or subsurface strata) or to emissions,
discharges, releases or threatened releases of any substance currently or at any
time hereafter listed, defined, designated or classified as hazardous, toxic,
waste, radioactive or dangerous, or otherwise regulated, under any of the
foregoing, or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of any such substances,
including the Comprehensive Environmental Response, Compensation and Liability
Act, the Superfund Amendments and Reauthorization Act and the Resource
Conservation and Recovery Act and comparable provisions in state, local, foreign
or international law.
1.31 ENVIRONMENTAL LIABILITIES means all Liabilities relating to,
arising out of or resulting from any Environmental Law or contract or agreement
relating to environmental,
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health or safety matters (including all removal, remediation or cleanup costs,
investigatory costs, governmental response costs, natural resources damages,
property damages, personal injury damages, costs of compliance with any
settlement, judgment or other determination of Liability and indemnity,
contribution or similar obligations) and all costs and expenses (including
allocated costs of in-house counsel and other personnel), interest, fines,
penalties or other monetary sanctions in connection therewith.
1.32 EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended, together with the rules and regulations promulgated thereunder.
1.33 EXCLUDED ASSETS has the meaning set forth in Section 2.02(b).
1.34 EXPENSE FACTORS means expense factors or similar factors or
multipliers set forth in policies of insurance or related agreements applicable
to liabilities, losses or defense costs insured thereunder that are subject to a
Self-Insurance Obligation.
1.35 FINANCING FACILITY means the Credit Agreement, dated October
29, 1999, among ATI, Teledyne Technologies, Bank of America, N.A., as
Administrative Agent, Swing Line Lender and Issuing Lender, and the other
financial institutions party thereto, and any substitute or successor credit
facility.
1.36 FORM 10 REGISTRATION STATEMENT means the registration
statement on Form 10 filed under the Exchange Act, pursuant to which Teledyne
Technologies Common Stock will be registered under the Exchange Act following
the Distribution, together with all amendments thereto.
1.37 GOVERNMENTAL APPROVALS means any notices, reports or other
filings to be made, or any consents, registrations, approvals, permits or
authorizations to be obtained from, any Governmental Authority.
1.38 GOVERNMENTAL AUTHORITY shall mean any federal, state, local,
foreign or international court, government, department, commission, board,
bureau, agency, official or other regulatory, administrative or governmental
authority.
1.39 GROUP means the ATI Group, the Teledyne Technologies Group or
the Water Pik Group, as the context requires.
1.40 INCURRED LOSSES means the sum of paid losses (indemnity and
loss adjustment expenses) and reserves for unpaid losses.
1.41 INDEMNIFYING PARTY has the meaning set forth in Section 5.04(a).
1.42 INDEMNITEE has the meaning set forth in Section 5.04(a).
1.43 INDEMNITY PAYMENT has the meaning set forth in Section 5.04(a).
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1.44 INDUSTRIES INTERNATIONAL means Teledyne Industries International,
Inc., a California corporation.
1.45 INDUSTRIES STOCK INTERESTS means an 83% common stock interest in
Ensambles de Precision, S.A. de C.V.
1.46 INFORMATION means information, whether or not patentable or
copyrightable, in written, oral, electronic or other tangible or intangible
forms, stored in any medium, including studies, reports, records, books,
contracts, instruments, surveys, discoveries, ideas, concepts, know-how,
analyses, techniques, designs, specifications, drawings, blueprints, diagrams,
models, operating and maintenance manuals, prototypes, samples, flow charts,
data, computer data, disks, diskettes, tapes, computer programs or other
software, marketing plans, customer names, communications by or to attorneys
(including attorney-client privileged communications), memos and other materials
prepared by attorneys or under their direction (including attorney work
product), and other technical, financial, employee or business information or
data, whether prepared by or for any affected party.
1.47 INFORMATION STATEMENT means the Information Statement forming
a part of the Form 10 Registration Statement to be mailed to holders of ATI
Common Stock in connection with the Distribution.
1.48 INITIAL MEDIATION PERIOD has the meaning set forth in Section
10.14.
1.49 INSURANCE POLICIES means the insurance policies written by
insurance carriers unaffiliated with ATI pursuant to which Teledyne Technologies
or one or more of its Subsidiaries (or their respective officers or directors)
will be insured parties after the Effective Time.
1.50 INSURANCE PROCEEDS means those monies:
(a) received by an insured from an insurance carrier;
(b) paid by an insurance carrier on behalf of the insured; or
(c) received (including by way of set off) from any third party in the
nature of insurance, contribution or indemnification in respect of any
Liability;
in any such case net of any applicable premium adjustments (including reserves
and retrospectively rated premium adjustments) and net of any costs or expenses
(including allocated costs of in-house counsel and other personnel) incurred in
the collection thereof.
1.51 INTERIM SERVICES AGREEMENT means the Interim Services
Agreement, dated as of the date hereof, by and between ATI and Teledyne
Technologies.
1.52 LIABILITIES means any and all losses, claims, charges, debts,
demands, actions, causes of action, suits, damages, obligations, payments, costs
and expenses, sums of money, accounts, reckonings, bonds, specialties,
indemnities and similar obligations, exonerations,
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covenants, contracts, controversies, agreements, promises, doings, omissions,
variances, guarantees, make whole agreements and similar obligations, and other
liabilities, including all contractual obligations, whether absolute or
contingent, matured or unmatured, liquidated or unliquidated, accrued or
unaccrued, known or unknown, whenever arising, and including those arising under
any law, rule, regulation, Action, threatened or contemplated Action (including
the costs and expenses of demands, assessments, judgments, settlements and
compromises relating thereto and reasonable attorneys' fees and any and all
costs and expenses (including allocated costs of in-house counsel and other
personnel), whatsoever incurred in investigating, preparing or defending against
any such Actions or threatened or contemplated Actions), order or consent decree
of any Governmental Authority or any award of any arbitrator or mediator of any
kind, and those arising under any contract, commitment or undertaking, including
those arising under this Agreement or any Ancillary Agreement, in each case,
whether or not recorded or reflected or required to be recorded or reflected on
the books and records or financial statements of any Person.
1.53 LICENSE AGREEMENT means the License Agreement, dated as of the
date hereof, by and between TII and Teledyne Technologies.
1.54 NYSE means The New York Stock Exchange, Inc.
1.55 NON-TELEDYNE TECHNOLOGIES ASSETS means any Assets of ATI or
any of its Affiliates (including any member of the Water Pik Group) other than
the Teledyne Technologies Assets.
1.56 PATENT ASSIGNMENTS means the Patent Assignments, effective as
of the Distribution, executed and delivered by TTI to Teledyne Technologies.
1.57 PER CASE MAXIMUM means (i) with respect to any single
occurrence covered under ATI General Liability Policies, ATI Product Liability
Policies, and ATI Automobile Policies, $100,000 (inclusive of indemnity and loss
adjustment expenses multiplied by applicable Expense Factors) and (ii) with
respect to any single occurrence covered by ATI Workers Compensation policies,
$150,000 (inclusive of indemnity and loss adjustment expenses multiplied by
applicable Expense Factors).
1.58 PERSON means an individual, a general or limited partnership,
a corporation, a trust, a joint venture, an unincorporated organization, a
limited liability entity, any other entity and any Governmental Authority.
1.59 POOLED LOSS COSTS ALLOCABLE TO TELEDYNE TECHNOLOGIES means the
share allocated to Teledyne Technologies by virtue of its participation in a
pooling arrangement among ATI divisions applicable to claims that (i) are
covered under ATI General Liability Policies, ATI Product Liability Policies,
ATI Automobile Policies, and ATI Workers Compensation Policies; (ii) exceed the
Per Case Maximum; and (iii) are within a policy's deductible or other form of
self-insurance, which allocation to Teledyne Technologies will be based upon the
same or substantially similar to those factors as have been applied immediately
before the Distribution Date.
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1.60 PRIME RATE means the rate which PNC Bank, N.A., Pittsburgh,
Pennsylvania (or any successor thereto or other commercial bank agreed to by the
parties hereto) announces from time to time as its prime lending rate, as in
effect from time to time.
1.61 PUBLIC OFFERING means the underwritten public offering by
Teledyne Technologies of shares of Teledyne Technologies Common Stock pursuant
to the Public Offering Registration Statement and as contemplated by the Tax
Sharing Agreement.
1.62 PUBLIC OFFERING REGISTRATION STATEMENT means the registration
statement to be filed by Teledyne Technologies under the Securities Act of 1933,
as amended, pursuant to which the offering and sale of shares of Teledyne
Technologies Common Stock to be issued in the Public Offering will be
registered, together with all amendments thereto.
1.63 PURCHASE AND SALE AGREEMENTS means (i) the Purchase and Sale
Agreement, dated as of the date hereof, between Brown and Teledyne
Environmental, (ii) the Purchase and Sale Agreement, dated as of the date
hereof, between Teledyne Ltd. and Teledyne Limited, (iii) the Purchase and Sale
Agreement, dated as of the date hereof, between Teledyne Technologies and
Industries International, and (iv) the Purchase and Sale Agreement, dated as of
the date hereof, between Industries International and Teledyne Investment.
1.64 RECORD DATE means the close of business on the date determined
by the ATI Board of Directors as the record date for determining stockholders of
ATI entitled to receive shares of Teledyne Technologies Common Stock in the
Distribution.
1.65 RIGHTS means the Rights to be distributed by Teledyne
Technologies in respect of Teledyne Technologies Common Stock in accordance with
Section 3.02 hereof and pursuant to the Rights Agreement between Teledyne
Technologies and ChaseMellon Shareholder Services, L.L.C.
1.66 RULING REQUEST means the request for ruling (including all
exhibits), as amended and supplemented, under Section 355 and other provisions
of the Code, originally filed on behalf of ATI on April 6, 1999 in respect of
the Distribution.
1.67 SECURITY INTEREST means any mortgage, security interest,
pledge, lien, charge, claim, option, right to acquire, voting or other
restriction, right-of-way, covenant, condition, easement, encroachment,
restriction on transfer, or other encumbrance of any nature whatsoever.
1.68 SELF INSURANCE OBLIGATION means an obligation by one or more
insureds to pay or reimburse to the issuers of an insurance policy (whether by
way of deductible, retrospective premium, premium adjustment, self-insured
retention or other form of self-insurance), indemnity, allocated loss expense,
and other proceeds multiplied by Expense Factors, if any.
1.69 SEPARATION means the transfer of the Teledyne Technologies
Assets to Teledyne Technologies and its Subsidiaries and the assumption by
Teledyne Technologies and its
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Subsidiaries of the Teledyne Technologies Liabilities, all as more fully
described in this Agreement and the Ancillary Agreements.
1.70 SUBSIDIARY of any Person means any corporation or other
organization whether incorporated or unincorporated of which at least a majority
of the securities or interests having by the terms thereof ordinary voting power
to elect at least a majority of the board of directors or others performing
similar functions with respect to such corporation or other organization is
directly or indirectly owned or controlled by such Person or by any one or more
of its Subsidiaries, or by such Person and one or more of its Subsidiaries;
provided, however that no Person that is not directly or indirectly wholly owned
by any other Person shall be a Subsidiary of such other Person unless such other
Person controls, or has the right, power or ability to control, that Person.
1.71 TAX SHARING AGREEMENT means the Tax Sharing and
Indemnification Agreement, dated as of the date hereof, as the same may be
amended, by and between ATI and Teledyne Technologies.
1.72 TAXES has the meaning set forth in the Tax Sharing Agreement.
1.73 TELEDYNE ENVIRONMENTAL means Teledyne Environmental, Inc., a
California corporation wholly owned by TI.
1.74 TELEDYNE ENVIRONMENTAL ASSETS means those certain assets of
Teledyne Environmental described in the Purchase and Sale Agreement, dated as of
the date hereof, between Brown and Teledyne Environmental.
1.75 TELEDYNE INVESTMENT means Teledyne Investment, Inc., a Delaware
corporation.
1.76 TELEDYNE LIMITED means Teledyne Limited, a company organized
under the laws of the United Kingdom and an indirect wholly owned subsidiary of
TI.
1.77 TELEDYNE LIMITED ASSETS means those certain assets of Teledyne
Limited described in the Purchase and Sale Agreement, dated as of the date
hereof, between TDY Limited and Teledyne Limited.
1.78 TELEDYNE LTD means Teledyne Ltd., a corporation organized
under the laws of the United Kingdom and wholly owned by Teledyne Technologies.
1.79 TELEDYNE TECHNOLOGIES ASSETS has the meaning set forth in Section
2.02(a).
1.80 TELEDYNE TECHNOLOGIES BALANCE SHEET means the consolidated
balance sheet of Teledyne Technologies, including the notes thereto, as of
September 30, 1999.
1.81 TELEDYNE TECHNOLOGIES BUSINESS means the business and
operations of the divisions and Subsidiaries of TI or TII comprising Teledyne
Electronic Technologies,
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Teledyne Brown Engineering, Teledyne Continental Motors and Teledyne Cast Parts
and any business or operation conducted by Teledyne Technologies or any
Affiliate of Teledyne Technologies at any time on or after the Distribution
Date.
1.82 TELEDYNE TECHNOLOGIES COMMON STOCK means the Common Stock,
$.01 par value per share, of Teledyne Technologies and, after the distribution
of Rights referred to in Section 3.02, shall include the associated Rights.
1.83 TELEDYNE TECHNOLOGIES CONTRACTS means the following contracts
and agreements to which TII or any of its Affiliates is a party or by it or any
of its Affiliates or any of their respective Assets is bound, whether as of the
date hereof or prior to or at the Effective Time, and whether or not in writing,
except for any such contract or agreement that is expressly contemplated to be
retained by any member of the ATI Group pursuant to any provision of this
Agreement or any Ancillary Agreement:
(a) any contract or agreement entered into in the name of, or
expressly on behalf of, any division, business unit or member of the Teledyne
Technologies Group;
(b) any contract or agreement that relates exclusively to the Teledyne
Technologies Business;
(c) federal, state and local government and other contracts and
agreements that relate exclusively to the Teledyne Technologies Business;
(d) any contract or agreement representing capital or operating
equipment lease obligations reflected on the Teledyne Technologies Balance
Sheet, including obligations as lessee under those contracts or agreements
listed on Schedule 1.83(d) (as such Schedule may be supplemented after the date
hereof and prior to the Effective Time to assign capital and operating equipment
lease obligations that relate exclusively to the Teledyne Technologies Business
and that were, are or may be executed and delivered after the date of the
Teledyne Technologies Balance Sheet);
(e) any contract or agreement that is otherwise expressly
contemplated pursuant to this Agreement or any of the Ancillary Agreements to be
assigned to Teledyne Technologies or any member of the Teledyne Technologies
Group;
(f) any guarantee, indemnity, representation, warranty or other
Liability of any member of the Teledyne Technologies Group or the ATI Group in
respect of any other Teledyne Technologies Contract, any Teledyne Technologies
Liability or the Teledyne Technologies Business (including guarantees of
financing incurred by customers or other third parties in connection with
purchases of products or services from the Teledyne Technologies Business); and
(g) the contracts, agreements and other documents listed or described
on Schedule 1.83(g).
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1.84 TELEDYNE TECHNOLOGIES GROUP means Teledyne Technologies, each
Subsidiary of Teledyne Technologies and each other Person that is contemplated
to be controlled directly or indirectly by Teledyne Technologies as of the
Effective Time.
1.85 TELEDYNE TECHNOLOGIES INDEMNITEES has the meaning set forth in
Section 5.03(a).
1.86 TELEDYNE TECHNOLOGIES LIABILITIES has the meaning set forth in
Section 2.03.
1.87 THIRD PARTY CLAIM has the meaning set forth in Section 5.05(a).
1.88 TI means Teledyne, Inc., a Delaware corporation.
1.89 TI LIQUIDATION means the dissolution and liquidation of TI in
accordance with applicable provisions of the DGCL and Section 332 of the Code,
as a result of which Holdings will own all of the outstanding capital stock of
TII.
1.90 TRADEMARK, SERVICE MARK AND TRADE DRESS ASSIGNMENT means the
Trademark, Service Mark and Trade Dress Assignment, dated as of the date hereof,
by TII to Teledyne Technologies.
1.91 UNDERWRITERS means the managing underwriters for the Public
Offering.
1.92 UNDERWRITING AGREEMENT means an underwriting agreement in
customary form to be entered into among Teledyne Technologies and the
Underwriters with respect to the Public Offering.
1.93 UNPAID LOSSES means liabilities and losses, including
indemnity payments and allocated loss expenses, that are subject to a Self
Insurance Obligation and that, as of the Distribution Date have not been paid by
Teledyne Technologies or a member of Teledyne Technologies Group and that do not
appear on Schedule 1.93.
1.94 WATER PIK COMMON STOCK means the Common Stock, par value $.01
per share, of Water Pik.
1.95 WATER PIK DISTRIBUTION means the distribution by ATI on a pro
rata basis to holders of ATI Common Stock of all of the outstanding shares of
Water Pik Common Stock owned by ATI.
1.96 WATER PIK GROUP means Water Pik, each Subsidiary of Water Pik
and each other Person that is contemplated to be controlled directly or
indirectly by Water Pik at the time of the Water Pik Distribution.
1.97 WATER PIK LIABILITIES has the meaning assigned to that term in
the Water Pik Separation and Distribution Agreement.
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1.98 WATER PIK SEPARATION AND DISTRIBUTION AGREEMENT means the
Separation and Distribution Agreement, dated as of the date hereof, among ATI,
Holdings, TII and Water Pik.
1.99 YEAR 2000 COMPLIANT means, with respect to an Asset, that such
Asset will (i) accurately process date/time data (including, but not limited to,
calculating, comparing, sorting, sequencing and calendar generation), including
single century formulas and multi-century formulas, from, into and between the
twentieth and twenty-first centuries and the years 1999 and 2000, including leap
year calculations, and will not malfunction or generate incorrect values or
invalid results involving such dates/times; (ii) accurately interface with other
systems, as appropriate, in order to supply, receive or process dates/times and
other data, to the extent that other information technology properly exchanges
data with it; (iii) provide that date/time-related functionalities, date/time
fields and any user input interfaces include a four digit year format and/or
other indication of century, as applicable; and (iv) not cause any other Asset
that is otherwise Year 2000 Compliant to fail to be Year 2000 Compliant.
ARTICLE II
THE SEPARATION
2.01 TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES. (a) TII
hereby assigns, transfers, conveys and delivers to Teledyne Technologies, and
agrees to cause its applicable Subsidiaries to assign, transfer, convey and
deliver to Teledyne Technologies, and Teledyne Technologies hereby accepts from
TII and its Subsidiaries, in each case effective immediately prior to the
transactions contemplated by Section 2.15 and on the Distribution Date, all of
TII's and its applicable Subsidiaries' respective right, title and interest in
all Teledyne Technologies Assets.
(b) Effective immediately prior to the transactions contemplated
by Section 2.15 and on the Distribution Date, Teledyne Technologies hereby
assumes and agrees faithfully to perform, satisfy, discharge and fulfill all the
Teledyne Technologies Liabilities in accordance with their respective terms.
Teledyne Technologies shall be responsible for all Teledyne Technologies
Liabilities, regardless of when or where such Liabilities arose or arise or
whether the facts on which they are based occurred prior to or subsequent to the
date hereof, regardless of where or against whom such Liabilities are asserted
or determined or whether asserted or determined prior to the date hereof, and
regardless of whether arising from or alleged to arise from negligence,
recklessness, violation of law, fraud or misrepresentation (whether based on
tort, contract, statute or otherwise) by any member of the ATI Group or the
Teledyne Technologies Group or any of their respective directors, officers,
employees, agents, Subsidiaries or Affiliates.
(c) In the event that at any time or from time to time after the
Distribution Date any party hereto (or any member of such party's respective
Group), shall receive or otherwise possess any Asset that is allocated to any
other Person pursuant to this Agreement or any Ancillary Agreement, such party
or member shall promptly transfer, or cause to be transferred, such Asset
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to the Person so entitled thereto. Prior to any such transfer, the Person
receiving or possessing such Asset shall hold such Asset in trust for any such
other Person.
2.02 TELEDYNE TECHNOLOGIES ASSETS. (a) For purposes of this Agreement,
"Teledyne Technologies Assets" shall mean (without duplication):
(i) all Assets reflected in the Teledyne Technologies Balance
Sheet as Assets of Teledyne Technologies and its Subsidiaries, subject
to any dispositions of any such Assets subsequent to the date of the
Teledyne Technologies Balance Sheet;
(ii) all Assets acquired by or for the exclusive benefit of
Teledyne Technologies subsequent to the date of the Teledyne
Technologies Balance Sheet and prior to the Effective Time that would
have been reflected in the Teledyne Technologies Balance Sheet as
Assets of Teledyne Technologies had they been owned on the date of the
Teledyne Technologies Balance Sheet;
(iii) subject to Section 6.01, any rights of any member of the
Teledyne Technologies Group under any of the Insurance Policies,
including any rights thereunder arising after the Distribution Date in
respect of any Insurance Policies that are occurrence policies; and
(iv) (A) any Assets that any Ancillary Agreement contemplates
will be transferred to any member of the Teledyne Technologies Group,
(B) any Teledyne Technologies Contracts and (C) all issued and
outstanding capital stock of the Subsidiaries, the partnership
interests and other Assets of TII listed on Schedule 2.02(a)(iv).
Notwithstanding the foregoing, the Teledyne Technologies Assets shall not in any
event include the Excluded Assets referred to in Section 2.02(b) below.
(b) For the purposes of this Agreement, "Excluded Assets" shall mean:
(i) the Assets listed or described on Schedule 2.02(b)(i); and
(ii) any and all Assets that are expressly contemplated by
this Agreement or any Ancillary Agreement (or the Schedules hereto or
thereto) as Assets to be retained by ATI or any other member of the ATI
Group (including the Water Pik Group).
(c) Teledyne Technologies acknowledges and agrees that the Assets
reflected as Teledyne Technologies Assets in the Teledyne Technologies Balance
Sheet are so reflected based on the books and records maintained, and other
information supplied, by Teledyne Technologies personnel, and that the Teledyne
Technologies Assets constitute all of the Assets necessary to operate the
Teledyne Technologies Business as presently conducted.
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2.03 TELEDYNE TECHNOLOGIES LIABILITIES. For the purposes of this
Agreement, "Teledyne Technologies Liabilities" shall mean (without duplication):
(i) any and all Liabilities that are expressly contemplated by
this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto)
as Liabilities to be assumed by Teledyne Technologies or any member of the
Teledyne Technologies Group, and all agreements, obligations and Liabilities of
any member of the Teledyne Technologies Group under this Agreement or any of the
Ancillary Agreements;
(ii) all Liabilities, including any employee-related Liabilities
and Environmental Liabilities, relating to, arising out of or resulting from:
(A) the operation of the Teledyne Technologies Business as
conducted at any time prior to, at or after the Effective Time
(including any Liability relating to, arising out of or resulting from
the design, manufacture and sale of products or services of the
Teledyne Technologies Business or from any act or failure to act by any
director, officer, employee, agent or representative of any Person
(whether or not such act or failure to act is or was within such
Person's authority));
(B) the operation of any business conducted by any member of
the Teledyne Technologies Group at any time after the Effective Time
(including any Liability relating to, arising out of or resulting from
any act or failure to act by any director, officer, employee, agent or
representative of any Person (whether or not such act or failure to act
is or was within such Person's authority)); or
(C) any Teledyne Technologies Assets (including any Teledyne
Technologies Contracts and any real property and leasehold interests)
or ownership of any Teledyne Technologies Assets at any time prior to,
at or after the Effective Time;
in any such case whether arising before, on or after the Effective Time;
(iii) all Liabilities relating to, arising out of or resulting from the
Financing Facility;
(iv) all Liabilities relating to, arising out of or resulting from
any of the terminated, divested or discontinued businesses and operations listed
or described on Schedule 2.03(a)(iv);
(v) all Liabilities reflected as liabilities or obligations of
Teledyne Technologies in the Teledyne Technologies Balance Sheet, subject to any
discharge of such Liabilities subsequent to the date of the Teledyne
Technologies Balance Sheet, and all liabilities or obligations of Teledyne
Technologies incurred subsequent to the date of the Teledyne Technologies
Balance Sheet that would have been reflected in the Teledyne Technologies
Balance Sheet had they been incurred as of the date of the Teledyne Technologies
Balance Sheet;
(vi) any Liabilities relating to, arising out of or resulting from
any infringement of any intellectual property of any third party, including but
not limited to patent rights, trademark and service mark rights (registered and
common law), trade dress rights, copyrights, misappropriation of trade secret,
based upon or resulting from the operation of the Teledyne Technologies
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Business and regardless of whether said infringement occurred prior to, on or
after the Distribution Date;
(vii) all obligations of ATI or Teledyne Technologies under the
advance agreement made and entered into the 15th day of July, 1999, by and
between the United States Department of Defense on behalf of the United States
of America and ATI and any other advance agreements that such parties may enter
into prior to the Distribution Date;
(viii) any and all guarantees by ATI or any member of the ATI Group
of obligations to assure payment or performance by or other Liabilities of the
Teledyne Technologies Group or the Teledyne Technologies Business; and
(ix) any Liabilities relating to, arising out of, or resulting from
any of the Teledyne Technologies Assets that are not Year 2000 Compliant.
2.04 TERMINATION OF AGREEMENTS. (a) Except as set forth in Section
2.04(b), in furtherance of the releases and other provisions of Section 5.01
hereof, effective as of the Distribution Date, Teledyne Technologies and each
member of the Teledyne Technologies Group, on the one hand, and each of ATI and
the respective members of the ATI Group, on the other hand, hereby terminate any
and all agreements, arrangements, commitments or understandings, whether or not
in writing, between or among Teledyne Technologies and/or any member of the
Teledyne Technologies Group, on the one hand, and ATI or any member of the ATI
Group, on the other hand, effective as of the Effective Time, including (except
as set forth in Schedule 2.04(a)) any intercompany accounts payable or accounts
receivable accrued as of the Effective Time that are reflected in the books and
records of the parties or otherwise documented in writing in accordance with
past practices; provided, however, to the extent that the termination of any
such agreement, arrangement, commitment or understanding is inconsistent with
any Ancillary Agreement, such termination shall be effective as of the date of
effectiveness of the applicable Ancillary Agreement. No such terminated
agreement, arrangement, commitment or understanding (including any provision
thereof which purports to survive termination) shall be of any further force or
effect after the Effective Time (or, to the extent contemplated by the proviso
to the immediately preceding sentence, after the effective time of the
applicable Ancillary Agreement). Each party shall, at the reasonable request of
any other party, take, or cause to be taken, such other actions as may be
necessary to effect the foregoing.
(b) The provisions of Section 2.04(a) shall not apply to any of
the following agreements, arrangements, commitments or understandings (or to any
of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and
each other agreement or instrument expressly contemplated by this Agreement or
any Ancillary Agreement to be entered into by any of the parties hereto or any
of the members of their respective Groups); (ii) any agreements, arrangements,
commitments or understandings listed or described on Schedule 2.04(b)(ii); (iii)
any agreements, arrangements, commitments or understandings to which any Person
other than the parties hereto and their respective Affiliates is a party (it
being understood that to the extent that the rights and obligations of the
parties and the members of their respective Groups under any such agreements,
arrangements, commitments or understandings constitute Teledyne Technologies
Assets or Teledyne Technologies Liabilities, they shall be assigned and assumed
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pursuant to Section 2.01); and (iv) any other agreements, arrangements,
commitments or understandings that this Agreement or any Ancillary Agreement
expressly contemplates will survive the Effective Time.
2.05 DOCUMENTS RELATING TO TRANSFER OF REAL PROPERTY INTERESTS AND
TANGIBLE PROPERTY LOCATED THEREON. In furtherance of the assignment, transfer
and conveyance of Teledyne Technologies Assets and the assumption of Teledyne
Technologies Liabilities set forth in Section 2.01(a) and (b), simultaneously
with the execution and delivery hereof or as promptly as practicable thereafter,
each of TII and Teledyne Technologies or their applicable Subsidiaries is
executing and delivering or will execute and deliver such deeds, lease
assignments and assumptions, leases, subleases and sub-subleases as may be
necessary to effectively transfer any real property and leasehold interests
forming part of the Teledyne Technologies Assets and conform to any laws,
regulations or usage applicable in the jurisdiction in which the relevant real
property is located.
2.06 DOCUMENTS FURTHER EVIDENCING TRANSFERS OF ASSETS AND
ASSUMPTION OF LIABILITIES. In furtherance of the assignment, transfer and
conveyance of Teledyne Technologies Assets and the assumption of Teledyne
Technologies Liabilities set forth in Section 2.01(a) and (b), (i) TII shall
execute and deliver, and shall cause its Subsidiaries to execute and deliver,
such further bills of sale, stock powers, certificates of title, assignments of
contracts and other instruments of transfer, conveyance and assignment as and to
the extent necessary to fully evidence the transfer, conveyance and assignment
of all of TII's and its respective Subsidiaries' right, title and interest in
and to the Teledyne Technologies Assets to Teledyne Technologies and (ii)
Teledyne Technologies shall execute and deliver to TII and its Subsidiaries such
further bills of sale, stock powers, certificates of title, assumptions of
contracts and other instruments of assumption as and to the extent necessary to
fully evidence the valid and effective assumption of the Teledyne Technologies
Liabilities by Teledyne Technologies.
2.07 OTHER ANCILLARY AGREEMENTS. Effective as of the date hereof
each of ATI, TII and Teledyne Technologies will execute and deliver, and cause
any of their respective Subsidiaries that are parties thereto to execute and
deliver all Ancillary Agreements to which it is a party.
2.08 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. Each of ATI (on
behalf of itself and each member of ATI, including TII) and Teledyne
Technologies (on behalf of itself and each member of the Teledyne Technologies
Group) understands and agrees that, except as expressly set forth herein or in
any Ancillary Agreement, no party to this Agreement, any Ancillary Agreement or
any other agreement or document contemplated by this Agreement, any Ancillary
Agreement or otherwise, is representing or warranting in any way as to the
Assets, businesses or Liabilities transferred or assumed as contemplated hereby
or thereby (including whether an Asset is Year 2000 Compliant), as to any
consents or approvals required in connection therewith, as to the value or
freedom from any Security Interests of, or any other matter concerning, any
Assets of such party, or as to the absence of any defenses or rights of setoff
or freedom from counterclaims with respect to any claim or other Asset,
including any accounts receivable, of any party, or as to the legal sufficiency
of any assignment, document or instrument delivered hereunder to convey title to
any Asset or thing of value upon the execution,
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delivery and filing hereof or thereof. Without limiting the scope of the
foregoing, no party makes any representations or warranties as to the
Intellectual Property sought to be transferred herein, including, without
limitation, whether such Intellectual Property or any portion thereof is valid,
enforceable, freely transferable, free and clear of liens (except permitted
liens) or sufficient and complete in order to conduct the Teledyne Technologies
Business, whether any party herein owns, has the exclusive right to use or has
the ability to practice such Intellectual Property or any portion thereof, or
whether such Intellectual Property or the operation of any aspect of the
Teledyne Technologies Business infringes or conflicts in any way with any
Intellectual Property right of any third party. Except as may expressly be set
forth herein or in any Ancillary Agreement, all such Assets are being
transferred on an "as is," "where is," "with all faults" basis (and, in the case
of any real property, by means of a quitclaim or similar form deed or
conveyance) and the respective transferees shall bear the economic and legal
risks that any conveyance shall prove to be insufficient to vest in the
transferee good and marketable title, free and clear of any Security Interest.
Without limiting the foregoing, neither ATI nor any other party hereto
(excluding Teledyne Technologies), or to any Ancillary Agreement, is making any
representation or warranty to Teledyne Technologies or any other Person in
respect of the Teledyne Technologies Balance Sheet, including in respect of the
accuracy or presentation thereof, or the adequacy of accruals, reserves and
other amounts reflected thereon.
2.09 FINANCING ARRANGEMENTS. Each of the parties hereto acknowledges
that (a) ATI has arranged availability for up to $200 million in senior secured
financing pursuant to the Financing Facility, (b) that ATI has, prior to the
date hereof, incurred $100 million in indebtedness pursuant to such Financing
Facility; and (c) that ATI has used, or will use prior to the Distribution Date,
such indebtedness to refinance other outstanding indebtedness of ATI. Teledyne
Technologies agrees that, following the Distribution Date, Teledyne Technologies
will indemnify ATI (and all the other members of the ATI Group) and defend and
hold such parties harmless from and against all the obligations of ATI (or
Teledyne Technologies) arising under the Financing Facility (including the
obligation to repay such $100 million in outstanding borrowings), with the
effect that ATI (and all other members of the ATI Group) shall have no further
liability or obligation under the Financing Facility.
2.10 GOVERNMENTAL APPROVALS AND CONSENTS. (a) To the extent that the
Separation requires any Governmental Approvals or Consents, the parties will use
all reasonable efforts to obtain any such Governmental Approvals and Consents.
(b) If and to the extent that the valid, complete and perfected
transfer or assignment (or novation of any federal government contract) to the
Teledyne Technologies Group of any Teledyne Technologies Assets (or from the
Teledyne Technologies Group of any Non-Teledyne Technologies Assets) would be a
violation of applicable laws or require any Consent or Governmental Approval in
connection with the Separation, then, unless ATI shall otherwise determine, the
transfer or assignment to or from the Teledyne Technologies Group, as the case
may be, of such Teledyne Technologies Assets or Non-Teledyne Technologies
Assets, respectively, shall be automatically deemed deferred and any such
purported transfer or assignment shall be null and void until such time as all
legal impediments are removed and/or such Consents or Governmental Approvals
have been obtained. Notwithstanding the foregoing,
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such Asset shall be deemed a Teledyne Technologies Asset for purposes of
determining whether any Liability is a Teledyne Technologies Liability.
(c) If the transfer or assignment of any Assets intended to be
transferred or assigned hereunder is not consummated prior to or at the
Effective Time, whether as a result of the provisions of Section 2.10(b) or for
any other reason, then the Person retaining such Asset shall thereafter hold
such Asset for the use and benefit, insofar as reasonably possible, of the
Person entitled thereto (at the expense of the Person entitled thereto). In
addition, the Person retaining such Asset shall take such other actions as may
be reasonably requested by the Person to whom such Asset is to be transferred in
order to place such Person, insofar as reasonably possible, in the same position
as if such Asset had been transferred as contemplated hereby and so that all the
benefits and burdens relating to such Teledyne Technologies Assets (or such
Non-Teledyne Technologies Assets, as the case may be), including possession,
use, risk of loss, potential for gain, and dominion, control and command over
such Assets, are to inure from and after the Effective Time to the Teledyne
Technologies Group (or the ATI Group, as the case may be).
(d) If and when the Consents and/or Governmental Approvals, the absence
of which caused the deferral of transfer of any Asset pursuant to Section
2.10(b), are obtained, the transfer of the applicable Asset shall be effected in
accordance with the terms of this Agreement and/or the applicable Ancillary
Agreement.
(e) The Person retaining an Asset due to the deferral of the transfer
of such Asset shall not be obligated, in connection with the foregoing, to
expend any money unless the necessary funds are advanced by the Person entitled
to the Asset, other than reasonable out-of-pocket expenses, attorneys' fees and
recording or similar fees, all of which shall be promptly reimbursed by the
Person entitled to such Asset.
2.11 NOVATION OF ASSUMED TELEDYNE TECHNOLOGIES LIABILITIES. (a) Each of
ATI, TII and Teledyne Technologies at the request of any of the others, shall
use all reasonable efforts to obtain, or to cause to be obtained, any consent,
substitution, approval or amendment required to novate (including with respect
to any federal government contract) or assign all obligations under agreements,
leases, licenses and other obligations or Liabilities, or to obtain in writing
the unconditional release of all parties to such arrangements other than any
member of the Teledyne Technologies Group, so that, in any such case, Teledyne
Technologies and its Subsidiaries will be solely responsible for such
Liabilities; provided, however, that no member of the ATI Group shall be
obligated to pay any consideration therefor to any third party from whom such
consents, approvals, substitutions and amendments are requested.
(b) If ATI, TII or Teledyne Technologies is unable to obtain, or to
cause to be obtained, any such required consent, approval, release, substitution
or amendment, the applicable member of the ATI Group shall continue to be bound
by such agreements, leases, licenses and other obligations and, unless not
permitted by law or the terms thereof, Teledyne Technologies shall, as agent or
subcontractor for ATI, TII or such other Person, as the case may be, pay,
perform and discharge fully all the obligations or other Liabilities of ATI, TII
or such other Person, as the case may be, thereunder from and after the date
hereof. Teledyne Technologies shall indemnify and defend each ATI Indemnitee and
hold each of them harmless against any
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Liabilities arising in connection therewith. Each of ATI and TII, as the case
may be, shall, without further consideration, pay and remit, or cause to be paid
or remitted, to Teledyne Technologies promptly all money, rights and other
consideration received by it or any member of its respective Group in respect of
such performance (unless any such consideration is an Excluded Asset). If and
when any such consent, approval, release, substitution or amendment shall be
obtained or such agreement, lease, license or other rights or obligations shall
otherwise become assignable or able to be novated, each of ATI and TII, as the
case may be, shall thereafter assign, or cause to be assigned, all its rights,
obligations and other Liabilities thereunder or any rights or obligations of any
member of its respective Group to Teledyne Technologies without payment of
further consideration and Teledyne Technologies shall, without the payment of
any further consideration, assume such rights and obligations.
2.12 TRANSFER OF BROWN ASSETS AND ASSUMPTION OF BROWN LIABILITIES.
Immediately following the transfer of Teledyne Technologies Assets and
assumption of Teledyne Technologies Liabilities contemplated by Section 2.01,
Teledyne Technologies shall contribute to Brown approximately $6,800,000 in cash
and the Brown Assets and cause Brown to assume the Brown Liabilities, all in
accordance with the Brown Transfer and Assumption Agreement.
2.13 CONSUMMATION OF PURCHASE AND SALE AGREEMENTS; INTERIM
CONTRIBUTION. Immediately following the transfer of Assets and assumption of
Liabilities contemplated by Section 2.12, the parties hereto will cause the
transactions contemplated by the Purchase and Sale Agreements to be consummated,
pursuant to which (i) Brown will purchase the Teledyne Environmental Assets from
Teledyne Environmental for approximately $6,800,000 in cash, (ii) Teledyne
Technologies Ltd. will purchase the Teledyne Limited Assets from Teledyne
Limited for approximately $5,700,000 in cash, (iii) Teledyne Technologies will
purchase the Industries Stock Interests from Industries International for
approximately $200,000 in cash, and (iv) Teledyne Investment will purchase a 1%
common stock interest in Ensambles de Precision, S.A. de C.V. from Industries
International for approximately $2,000 in cash.
2.14 TI CONTRIBUTION AND LIQUIDATION. Prior to consummation of the
transactions contemplated by Section 2.15, ATI will contribute to Holdings all
of the outstanding capital stock of TI and the TI Liquidation will be effected.
2.15 INTERIM DISTRIBUTIONS. Following the TI Liquidation, TII will
distribute to Holdings and Holdings will distribute to ATI all of the
outstanding Teledyne Technologies Common Stock.
ARTICLE III
THE DISTRIBUTION
3.01 THE DISTRIBUTION. The ATI Board shall have the sole and
absolute discretion to determine whether and when to effect the Distribution. If
the ATI Board declares the Distribution, on or prior to the Distribution Date,
ATI will deliver to the Agent for the benefit of holders of record of ATI Common
Stock on the Record Date, a single stock certificate,
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endorsed by ATI in blank, representing all of the outstanding shares of Teledyne
Technologies Common Stock then owned by ATI or any member of the ATI Group, and
will instruct the Agent to distribute, or make book-entry credits for, one share
of Teledyne Technologies Common Stock in respect of every seven shares of ATI
Common Stock held by holders of record of ATI Common Stock on the Record Date,
subject to Section 3.03.
3.02 ACTIONS PRIOR TO THE DISTRIBUTION. Prior to the Distribution:
(a) On such date as ATI shall determine, Teledyne Technologies
shall mail to the holders of ATI Common Stock the Information Statement.
(b) ATI and Teledyne Technologies shall cooperate in preparing,
filing with the Commission under the Securities Act and causing to become
effective any registration statements or amendments thereto that are appropriate
to reflect the establishment of or amendments to any employee benefit plan
contemplated by the Employee Benefits Agreement.
(c) ATI and Teledyne Technologies shall by means of a
reclassification, stock split or stock distribution or other means cause the
number of outstanding shares of Teledyne Technologies Common Stock held by ATI
to be equal to the number of shares to be distributed in the Distribution (as
determined by ATI).
(d) ATI and Teledyne Technologies shall take all such action as
may be necessary or appropriate under the securities or blue sky laws of states
or other political subdivisions of the United States in connection with the
transactions contemplated by this Agreement or any Ancillary Agreement.
(e) Teledyne Technologies shall use all efforts to have approved
an application to permit listing of the Teledyne Technologies Common Stock on
the NYSE or another mutually agreeable stock exchange or quotation system.
(f) ATI and Teledyne Technologies shall take all actions which may
be required to elect or otherwise appoint as directors of Teledyne Technologies,
on or prior to the Distribution Date, the persons named in the Form 10
Registration Statement to constitute the Board of Directors of Teledyne
Technologies on the Distribution Date.
(g) ATI shall cause a Certificate of Amendment and Restatement of
the Teledyne Technologies Certificate of Incorporation substantially in the form
filed with the Form 10 Registration Statement, to be filed for record with the
Secretary of State of Delaware and to be in effect on the Distribution Date, and
the Board of Directors of Teledyne Technologies shall amend the Bylaws of
Teledyne Technologies so that the Teledyne Technologies Bylaws are substantially
in the form filed with the Form 10 Registration Statement.
(h) Teledyne Technologies shall declare a distribution of, and
distribute, one Right with respect to each share of Teledyne Technologies Common
Stock to be distributed in the Distribution.
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(i) ATI and Teledyne Technologies shall take all actions as may be
necessary to approve the stock-based employee benefit plans of Teledyne
Technologies in order to satisfy the requirements of Section 162(m) and other
applicable provisions of the Code and any requirements of the NYSE (or any other
stock exchange or quotations system on which Teledyne Technologies Common Stock
is to be listed or traded).
3.03 FRACTIONAL SHARES. No certificates or scrip representing
fractional shares of Teledyne Technologies Common Stock will be distributed to
holders of ATI Common Stock in the Distribution. The Agent will, as soon as
practicable after the Distribution Date, (a) determine the number of whole
shares and fractional shares of Teledyne Technologies Common Stock allocable to
each holder of record of ATI Common Stock as of the Record Date, (b) aggregate
all fractional shares held by such holders, and (c) sell the whole shares
attributable to the aggregate of such fractional shares, in open market
transactions, in each case at the then prevailing trading prices, and to cause
to be distributed to each such holder, in lieu of any fractional share, without
interest, such holder's ratable share of the proceeds of such sale, after making
appropriate deductions of the amount required, if any, to be withheld for U.S.
federal income tax purposes.
ARTICLE IV
THE PUBLIC OFFERING
4.01 THE PUBLIC OFFERING. (a) Teledyne Technologies shall consummate
the Public Offering not later than one year following the Distribution Date.
Actions required in order to so consummate the Public Offering shall include,
but not necessarily be limited to, those specified in this Section 4.01.
(b) Teledyne Technologies shall file the Public Offering
Registration Statement not later than at the end of the eighth month following
the month in which the Distribution Date occurs, and shall file such amendments
or supplements thereto, as may be necessary in order to cause the same to become
and remain effective as required by law or by the Underwriters, including, but
not limited to, filing such amendments to the Public Offering Registration
Statement as may be required by the Underwriting Agreement, the Commission or
federal, state or foreign securities laws.
(c) Teledyne Technologies shall enter into the Underwriting
Agreement and shall comply with its obligations thereunder.
(d) Teledyne Technologies shall take all such action as may be
necessary or appropriate under state securities and blue sky laws of the United
States (and any comparable laws under any foreign jurisdictions) in connection
with the Public Offering.
(e) Teledyne Technologies shall prepare, file and take all actions
necessary to make effective an application for listing of the Teledyne
Technologies Common Stock issued in the Public Offering on the NYSE, subject to
official notice of issuance.
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(f) Teledyne Technologies shall participate in the preparation of
materials and presentations as the Underwriters shall deem necessary or
desirable.
(g) Teledyne Technologies shall pay all third party costs, fees
and expenses relating to the Public Offering, all of the reimbursable expenses
of the Underwriters pursuant to the Underwriting Agreement, all of the costs of
producing, printing, mailing and otherwise distributing the Prospectus, as well
as the Underwriters' discount as provided in the Underwriting Agreement.
4.02 PROCEEDS OF THE PUBLIC OFFERING. The Public Offering will be a
primary offering of Teledyne Technologies Common Stock and the net proceeds of
the Public Offering will be retained by Teledyne Technologies. Teledyne
Technologies will use such net proceeds as provided in the Tax Sharing Agreement
and the Ruling Request.
4.03 REMEDIES. Teledyne Technologies acknowledges that its
agreements in this Article IV are of a special, unique, unusual and
extraordinary character. Because the failure of Teledyne Technologies to perform
its obligations set forth in the provisions of this Article IV could cause
unique and extraordinary injury to ATI, ATI shall, notwithstanding anything to
the contrary herein, have the right in addition to any other remedies available,
at law or in equity, to seek an injunction in a court of equity to compel
Teledyne Technologies to perform such obligations. Teledyne Technologies hereby
waives any and all defenses it may have on the ground of lack of jurisdiction or
competence of the court to grant an injunction or other equitable relief, or
otherwise, and agrees that it will not assert any such defense or any defense to
a request by ATI for injunctive relief based on the alleged existence of an
adequate remedy at law or for money damages. Without limiting the foregoing,
Teledyne Technologies hereby waives the right to require ATI to post any bond or
other security with respect to any proceeding to enforce the provisions of this
Article IV. The existence of the rights of ATI set forth in this Section 4.03
shall not preclude any other rights and remedies at law or in equity which ATI
may have.
ARTICLE V
MUTUAL RELEASES; INDEMNIFICATION
5.01 RELEASE OF PRE-DISTRIBUTION CLAIMS. (a) Except as provided in
Section 5.01(c), effective as of the Effective Time, Teledyne Technologies does
hereby, for itself and each other member of the Teledyne Technologies Group,
their respective Affiliates (other than any member of the ATI Group), successors
and assigns, and all Persons who at any time prior to the Effective Time have
been stockholders, directors, officers, agents or employees of any member of the
Teledyne Technologies Group (in each case, in their respective capacities as
such), remise, release and forever discharge each of ATI and Water Pik, the
respective members of the ATI Group and the Water Pik Group, their respective
Affiliates (other than any member of the Teledyne Technologies Group),
successors and assigns, and all Persons who at any time prior to the Effective
Time have been stockholders, directors, officers, agents or employees of any
member of ATI or the Water Pik Group (in each case, in their respective
capacities as such), and their respective heirs, executors, administrators,
successors and assigns, from any and all Liabilities whatsoever, whether at law
or in equity (including any right of contribution), whether
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arising under any contract or agreement, by operation of law or otherwise,
existing or arising from any acts or events occurring or failing to occur or
alleged to have occurred or to have failed to occur or any conditions existing
or alleged to have existed on or before the Effective Time, including in
connection with the transactions and all other activities undertaken to
implement the Separation or the Distribution.
(b) Except as provided in Section 5.01(c), effective as of the
Effective Time, ATI does hereby, for itself and each other member of the ATI
Group and its Affiliates (other than any member of the Teledyne Technologies
Group), successors and assigns, and all Persons who at any time prior to the
Effective Time have been stockholders, directors, officers, agents or employees
of any member of the ATI Group (in each case, in their respective capacities as
such), remise, release and forever discharge Teledyne Technologies, the
respective members of the Teledyne Technologies Group, their respective
Affiliates (other than any member of the ATI Group), successors and assigns, and
all Persons who at any time prior to the Effective Time have been stockholders,
directors, officers, agents or employees of any member of the Teledyne
Technologies Group (in each case, in their respective capacities as such), and
their respective heirs, executors, administrators, successors and assigns, from
any and all Liabilities whatsoever, whether at law or in equity (including any
right of contribution), whether arising under any contract or agreement, by
operation of law or otherwise, existing or arising from any acts or events
occurring or failing to occur or alleged to have occurred or to have failed to
occur or any conditions existing or alleged to have existed on or before the
Effective Time, including in connection with the transactions and all other
activities undertaken to implement the Separation or the Distribution.
(c) Nothing contained in Section 5.01(a) or (b) shall impair any
right of any Person to enforce this Agreement, any Ancillary Agreement or any
agreements, arrangements, commitments or understandings that are specified in
Section 2.04(b) or the applicable Schedules thereto not to terminate as of the
Effective Time, in each case in accordance with its terms. Nothing contained in
Section 5.01(a) or (b) shall release any Person from:
(i) any Liability provided in or resulting from any agreement
among any members of the ATI Group or the Teledyne Technologies Group
that is specified in Section 2.04(b) or the applicable Schedules
thereto as not to terminate as of the Effective Time, or any other
Liability specified in such Section 2.04(b) as not to terminate as of
the Effective Time;
(ii) any Liability, contingent or otherwise, assumed,
transferred, assigned or allocated to the Group of which such Person is
a member in accordance with, or any other Liability of any member of
any Group under, this Agreement or any Ancillary Agreement;
(iii) any Liability for the sale, lease, construction or
receipt of goods, property or services purchased, obtained or used in
the ordinary course of business by a member of one Group from a member
of any other Group prior to the Effective Time;
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(iv) any Liability for unpaid amounts for products or services
or refunds owing on products or services due on a value-received basis
for work done by a member of one Group at the request or on behalf of a
member of another Group;
(v) any Liability that the parties may have with respect to
indemnification or contribution pursuant to this Agreement for claims
brought against the parties by third Persons, which Liability shall be
governed by the provisions of this Article V and, if applicable, the
appropriate provisions of the Ancillary Agreements; or
(vi) any Liability the release of which would result in the
release of any Person other than a Person released pursuant to this
Section 5.01; provided that the parties agree not to bring suit or
permit any of their Subsidiaries to bring suit against any Person with
respect to any Liability to the extent that such Person would be
released with respect to such Liability by this Section 5.01 but for
the provisions of this clause (vi).
(d) Teledyne Technologies shall not make, and shall not permit any
member of the Teledyne Technologies Group to make, any claim or demand, or
commence any Action asserting any claim or demand, including any claim of
contribution or indemnification, against ATI, Water Pik or any member of the ATI
Group or Water Pik Group, or any other Person released pursuant to Section
5.01(a), with respect to any Liabilities released pursuant to Section 5.01(a).
Without limiting the generality of the foregoing, Teledyne Technologies shall
not make, and shall not permit any other member of the Teledyne Technologies
Group to make, any claim or demand, or commence any Action asserting any claim
or demand, including any claim of contribution or indemnification, against ATI,
Water Pik or any member of the ATI Group or the Water Pik Group, or any other
Person released pursuant to Section 5.01(a), with respect to whether any Asset
should or should not have been classified as a Teledyne Technologies Asset or
whether any Liability should or should not have been classified as a Teledyne
Technologies Liability or with respect to the Teledyne Technologies Balance
Sheet, including in respect of the accuracy or presentation thereof, or the
adequacy of accruals, reserves and other amounts reflected thereon. ATI shall
not, and shall not permit any member of the ATI Group, to make any claim or
demand, or commence any Action asserting any claim or demand, including any
claim of contribution or any indemnification, against Teledyne Technologies or
any member of the Teledyne Technologies Group, or any other Person released
pursuant to Section 5.01(b), with respect to any Liabilities released pursuant
to Section 5.01(b).
(e) It is the intent of each of ATI and Teledyne Technologies by
virtue of the provisions of this Section 5.01 to provide for a full and complete
release and discharge of all Liabilities existing or arising from all acts and
events occurring or failing to occur or alleged to have occurred or to have
failed to occur and all conditions existing or alleged to have existed on or
before the Effective Time, between or among Teledyne Technologies or any member
of the Teledyne Technologies Group, on the one hand, and ATI, Water Pik or any
member of the ATI Group or the Water Pik Group, on the other hand (including any
contractual agreements or arrangements existing or alleged to exist between or
among any such members on or before the Effective Time), except as expressly set
forth in Section 5.01(c) or otherwise in this Agreement. At any time, at the
request of any other party, each party shall cause each member of its respective
Group to execute and deliver releases reflecting the provisions hereof.
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5.02 INDEMNIFICATION BY TELEDYNE TECHNOLOGIES. Except as provided
in Section 5.04, Teledyne Technologies shall indemnify, defend and hold harmless
ATI, each member of the ATI Group and each of their respective directors,
officers, employees, agents and representatives, and each of the heirs,
executors, successors and assigns of any of the foregoing (collectively, the
"ATI Indemnitees"), and Water Pik, each member of the Water Pik Group and each
of their respective directors, officers and employees, and each of the heirs,
executors, successors and assigns of any of the foregoing (collectively, the
"Water Pik Indemnitees"), from and against any and all Liabilities of the ATI
Indemnitees and the Water Pik Indemnitees, respectively, relating to, arising
out of or resulting from any of the following items (without duplication):
(a) the failure of Teledyne Technologies or any other member of
the Teledyne Technologies Group or any other Person to pay, perform or otherwise
promptly discharge any Teledyne Technologies Liabilities or Teledyne
Technologies Contract in accordance with their respective terms, whether prior
to or after the Effective Time or the date hereof;
(b) the Teledyne Technologies Business, any Teledyne Technologies
Liability or any Teledyne Technologies Contract;
(c) any breach by Teledyne Technologies or any member of the Teledyne
Technologies Group of this Agreement or any of the Ancillary Agreements;
(d) the operation of the Teledyne Technologies Business, as
conducted at any time prior to, on or after the Distribution Date (including any
Liability relating to, arising out of or resulting from any act or failure to
act by any director, officer, employee, agent or representative (whether or not
such act or failure to act is or was within such Person's authority));
(e) any infringement of any Intellectual Property right of any
third party, including, but not limited to, patent rights, trademark and service
mark rights (registered and common law), trade dress rights, copyrights,
misappropriation of trade secret, based upon or resulting from the operation of
the Teledyne Technologies Business and regardless of whether said alleged
infringement occurred prior to, on or after the Distribution Date or any claim
based on the actual or alleged invalidity, unenforceability or transferability
or ownership of Intellectual Property to be transferred hereby or pursuant to
any Ancillary Agreement;
(f) Liabilities assumed by any member of the Teledyne Technologies
Group under any Ancillary Agreement;
(g) any guarantee, indemnity, representation, warranty or other
Liability of or made by any member of the ATI Group in respect of any Liability
or alleged Liability of any member of the Teledyne Technologies Group; and
(h) any untrue statement or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, with
respect to all information contained in the Form 10 Registration Statement or
the Information Statement.
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5.03 INDEMNIFICATION BY ATI. (a) ATI shall indemnify, defend and
hold harmless Teledyne Technologies, each member of the Teledyne Technologies
Group and each of their respective directors, officers, employees, agents and
representatives, and each of the heirs, executors, successors and assigns of any
of the foregoing (collectively, the "Teledyne Technologies Indemnitees"), from
and against any and all Liabilities of the Teledyne Technologies Indemnitees
relating to, arising out of or resulting from any of the following items
(without duplication):
(i) the failure of ATI or any other member of the ATI Group to
pay, perform or otherwise promptly discharge any ATI Liabilities; and
(ii) any breach by ATI of this Agreement or any of the
Ancillary Agreements.
5.04 INDEMNIFICATION OBLIGATIONS NET OF INSURANCE PROCEEDS AND
OTHER AMOUNTS. (a) The parties intend that any Liability subject to
indemnification or reimbursement pursuant to this Article V will be net of
Insurance Proceeds that actually reduce the amount of the Liability.
Accordingly, the amount which any party (an "Indemnifying Party") is required to
pay to any Person entitled to indemnification hereunder (an "Indemnitee") will
be reduced by any Insurance Proceeds theretofore actually recovered by or on
behalf of the Indemnitee in reduction of the related Liability. If an Indemnitee
receives a payment (an "Indemnity Payment") required by this Agreement from an
Indemnifying Party in respect of any Liability and subsequently receives
Insurance Proceeds, then the Indemnitee will pay to the Indemnifying Party an
amount equal to the excess of the Indemnity Payment received over the amount of
the Indemnity Payment that would have been due if the Insurance Proceeds had
been received, realized or recovered before the Indemnity Payment was made.
(b) An insurer who would otherwise be obligated to pay any claim
shall not be relieved of the responsibility with respect thereto or, solely by
virtue of the indemnification provisions hereof, have any subrogation rights
with respect thereto, it being expressly understood and agreed that no insurer
or any other third party shall be entitled to a "windfall" (i.e., a benefit they
would not be entitled to receive in the absence of the indemnification
provisions) by virtue of the indemnification provisions hereof. Nothing
contained in this Agreement or any Ancillary Agreement shall obligate any member
of any Group to seek to collect or recover any Insurance Proceeds.
5.05 PROCEDURES FOR INDEMNIFICATION OF THIRD PARTY CLAIMS. (a) If
an Indemnitee shall receive notice or otherwise learn of the assertion by a
Person (including any Governmental Authority) who is not a member of the ATI
Group or the Teledyne Technologies Group of any claim or of the commencement by
any such Person of any Action (collectively, a "Third Party Claim") with respect
to which an Indemnifying Party may be obligated to provide indemnification to
such Indemnitee pursuant to Section 5.02 or 5.03, or any other Section of this
Agreement or any Ancillary Agreement, such Indemnitee shall give such
Indemnifying Party and, if ATI is not the Indemnifying Party, ATI written notice
thereof as soon as practicable but in any event not less than 20 days after
becoming aware of such Third Party Claim. Any such notice shall describe the
Third Party Claim in reasonable detail. Notwithstanding the foregoing, the
failure of any Indemnitee or other Person to give notice as
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provided in this Section 5.05(a) shall not relieve the related Indemnifying
Party of its obligations under this Article V, except to the extent that such
Indemnifying Party is actually prejudiced by such failure to give notice.
(b) An Indemnifying Party may elect to defend (and, unless the
Indemnifying Party has specified any reservations or exceptions, to seek to
settle or compromise), at such Indemnifying Party's own expense and by such
Indemnifying Party's own counsel, any Third Party Claim. Within 30 days after
the receipt of notice from an Indemnitee in accordance with Section 5.05(a) (or
sooner, if the nature of such Third Party Claim so requires), the Indemnifying
Party shall notify the Indemnitee of its election whether the Indemnifying Party
will assume responsibility for defending such Third Party Claim, which election
shall specify any reservations or exceptions. After notice from an Indemnifying
Party to an Indemnitee of its election to assume the defense of a Third Party
Claim, such Indemnitee shall have the right to employ separate counsel and to
participate in (but not control) the defense, compromise, or settlement thereof,
but the fees and expenses of such counsel shall be the expense of such
Indemnitee except as set forth in the next sentence. In the event that the
Indemnifying Party has elected to assume the defense of the Third Party Claim
but has specified, and continues to assert, any reservations or exceptions in
such notice, then, in any such case, the reasonable fees and expenses of one
separate counsel for all Indemnitees shall be borne by the Indemnifying Party.
(c) If an Indemnifying Party elects not to assume responsibility
for defending a Third Party Claim, or fails to notify an Indemnitee of its
election as provided in Section 5.05(b), such Indemnitee may defend such Third
Party Claim at the cost and expense (including allocated costs of in-house
counsel and other personnel) of the Indemnifying Party.
(d) Unless the Indemnifying Party has failed to assume the defense
of the Third Party Claim in accordance with the terms of this Agreement, no
Indemnitee may settle or compromise any Third Party Claim without the consent of
the Indemnifying Party.
(e) No Indemnifying Party shall consent to entry of any judgment
or enter into any settlement of the Third Party Claim without the consent of the
Indemnitee if the effect thereof is to permit any injunction, declaratory
judgment, other order or other nonmonetary relief to be entered, directly or
indirectly, against any Indemnitee.
5.06 ADDITIONAL MATTERS. (a) Any claim on account of a Liability
which does not result from a Third Party Claim shall be asserted by written
notice given by the Indemnitee to the related Indemnifying Party. Such
Indemnifying Party shall have a period of 30 days after the receipt of such
notice within which to respond thereto. If such Indemnifying Party does not
respond within such 30-day period, such Indemnifying Party shall be deemed to
have refused to accept responsibility to make payment. If such Indemnifying
Party does not respond within such 30-day period or rejects such claim in whole
or in part, such Indemnitee shall be free to pursue such remedies as may be
available to such party as contemplated by this Agreement and the Ancillary
Agreements.
(b) In the event of payment by or on behalf of any Indemnifying
Party to any Indemnitee in connection with any Third Party Claim, such
Indemnifying Party shall be
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subrogated to and shall stand in the place of such Indemnitee as to any events
or circumstances in respect of which such Indemnitee may have any right, defense
or claim relating to such Third Party Claim against any claimant or plaintiff
asserting such Third Party Claim or against any other person. Such Indemnitee
shall cooperate with such Indemnifying Party in a reasonable manner, and at the
cost and expense (including allocated costs of in-house counsel and other
personnel) of such Indemnifying Party, in prosecuting any subrogated right,
defense or claim.
(c) In the event of an Action in which the Indemnifying Party is
not a named defendant, if either the Indemnified Party or Indemnifying Party
shall so request, the parties shall endeavor to substitute the Indemnifying
Party for the named defendant. If such substitution or addition cannot be
achieved for any reason or is not requested, the named defendant shall allow the
Indemnifying Party to manage the Action as set forth in this Section and the
Indemnifying Party shall fully indemnify the named defendant against all costs
of defending the Action (including court costs, sanctions imposed by a court,
attorneys' fees, experts' fees and all other external expenses, and the
allocated costs of in-house counsel and other personnel), the costs of any
judgment or settlement, and the cost of any interest or penalties relating to
any judgment or settlement.
5.07 REMEDIES CUMULATIVE. The remedies provided in this Article V
shall be cumulative and shall not preclude assertion by any Indemnitee of any
other rights or the seeking of any and all other remedies against any
Indemnifying Party.
5.08 SURVIVAL OF INDEMNITIES. The rights and obligations of each of
the Indemnitees under this Article V shall survive the sale or other transfer by
any party of any Assets or businesses or the assignment by it of any
Liabilities.
ARTICLE VI
CERTAIN OTHER MATTERS
6.01 INSURANCE MATTERS. (a) In no event shall ATI, any other member
of the ATI Group or any ATI Indemnitee have any liability or obligation
whatsoever to any member of the Teledyne Technologies Group in the event that
any Insurance Policy or other contract or policy of insurance shall be
terminated or otherwise cease to be in effect for any reason, shall be
unavailable or inadequate to cover any Liability of any member of the Teledyne
Technologies Group for any reason whatsoever or shall not be renewed or extended
beyond the current expiration date.
(b) (i) Except as otherwise provided in any Ancillary Agreement, the
parties intend by this Agreement that Teledyne Technologies and each other
member of the Teledyne Technologies Group be successors-in-interest to all
rights that any member of the Teledyne Technologies Group may have as of the
Distribution Date as a subsidiary, affiliate, division or department of ATI
prior to the Distribution Date under any policy of insurance issued to ATI and
intended to insure the Teledyne Technologies Group by any insurance carrier
unaffiliated with ATI or under any agreements related to such policies executed
and delivered prior to the Distribution Date, including any rights such member
of the Teledyne Technologies Group may
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have, as an insured or additional named insured, subsidiary, affiliate, division
or department, to avail itself of any such policy of insurance or any such
agreements related to such policies as in effect prior to the Distribution Date.
At the request of Teledyne Technologies, ATI shall take all reasonable steps,
including the execution and delivery of any instruments, to effect the
foregoing; provided however that ATI shall not be required to pay any amounts,
waive any rights or incur any Liabilities in connection therewith.
(ii) Except as otherwise contemplated by any Ancillary Agreement,
after the Distribution Date, neither ATI nor Teledyne Technologies or any member
of their respective Groups shall, without the consent of the other, provide any
such insurance carrier with a release, or amend, modify or waive any rights
under any such policy or agreement, if such release, amendment, modification or
waiver would adversely affect any rights or potential rights of any member of
the other Group thereunder; provided however that the foregoing shall not (A)
preclude any member of any Group from presenting any claim or from exhausting
any policy limit, (B) require any member of any Group to pay any premium or
other amount or to incur any Liability, or (C) require any member of any Group
to renew, extend or continue any policy in force. Each of Teledyne Technologies
and ATI will, and will cause its respective Group to, share such information as
is reasonably necessary in order to permit the other to manage and conduct its
insurance matters in an orderly fashion.
(c) This Agreement shall not be considered as an attempted
assignment of any policy of insurance or as a contract of insurance and shall
not be construed to waive any right or remedy of any member of the ATI Group in
respect of any Insurance Policy or any other contract or policy of insurance.
(d) Teledyne Technologies does hereby, for itself and each other
member of the Teledyne Technologies Group, agree that no member of the ATI Group
or any ATI Indemnitee shall have any Liability whatsoever as a result of the
insurance policies and practices of ATI and its Affiliates as in effect at any
time prior to the Distribution Date, including as a result of the level or scope
of any such insurance, the creditworthiness of any insurance carrier, the terms
and conditions of any policy, the adequacy or timeliness of any notice to any
insurance carrier with respect to any claim or potential claim or otherwise.
(e) Nothing in this Agreement shall be deemed to restrict any
member of the Teledyne Technologies Group from acquiring at its own expense any
other insurance policy in respect of any Liabilities or covering any period.
(f) With respect to policy periods prior to the Distribution Date:
(i) Teledyne Technologies shall be responsible for: (A) all Unpaid
Losses (but not to exceed the applicable Per Case Maximum) as of the
Distribution Date attributable to Teledyne Technologies Liabilities covered
under ATI General Liability Policies, ATI Automobile Policies, ATI Workers
Compensation Policies and ATI Product Liability Policies for policies in effect
prior to the Distribution Date; and (B) Pooled Loss Costs Allocable to Teledyne
Technologies.
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(ii) On or before June 1, 2000 and on a quarterly basis thereafter,
ATI shall provide Teledyne Technologies with a calculation of amounts due ATI or
refunds due Teledyne Technologies for Teledyne Technologies' obligations
incurred under ATI General Liability Policies, ATI Automobile Policies, ATI
Workers Compensation Policies and ATI Product Liability Policies for policies
under subparagraph (i) immediately above. The initial calculations shall be
based on (A) the change in total Incurred Losses between the Distribution Date
and March 31, 2000 for all such policies in effect prior to the Distribution
Date multiplied by the Expense Factors set forth in such policies and applicable
to such Incurred Losses, but only with respect to that portion of Incurred
Losses attributable to Teledyne Technologies Liabilities not exceeding the
applicable Per Case Maximum; and (B) the change in Pooled Loss Costs Allocable
to Teledyne Technologies for the period between the Distribution Date and March
31, 2000 for all such policies in effect prior to the Distribution Date.
Subsequent calculations shall be based on (A) the change in total Incurred
Losses for the subsequent quarterly periods multiplied by the Expense Factors
set forth in such policies and applicable to such losses; but only with respect
to that portion of losses attributable to Teledyne Technologies Liabilities not
exceeding the applicable Per Case Maximum, and (B) the change in Pooled Loss
Costs Allocable to Teledyne Technologies for the subsequent quarterly period.
(iii) Within 30 days after receipt by Teledyne Technologies of ATI's
calculations referred to in subparagraph (ii) immediately above, Teledyne
Technologies on the one hand and ATI on the other hand shall pay to the other
the net amount owed after taking into account the combined amounts reflected on
the calculations.
(g) At its sole option, ATI shall have the right to handle,
defend, resolve, and administer any and all claims in its sole discretion, with
respect to Teledyne Technologies Liabilities covered, in whole or in part, by
ATI Policies, including, without limitation, the reporting of claims to the
issuers of such ATI Policies, as well as the management, defense and settlement
of claims. ATI will not enter into any such settlement of a claim without the
consent of Teledyne Technologies (which will not be unreasonably withheld) if
the effect thereof is to render Teledyne Technologies liable for a monetary
obligation with respect to such claim. Teledyne Technologies agrees to
cooperate, at its own expense, with ATI in the reporting, handling, defense,
resolution and administration of such claims. Alternatively, ATI, at its sole
option shall have the right to require, at any time and from time to time, that
Teledyne Technologies and any member of the Teledyne Technologies Group, at
their sole expense, defend, resolve and administer any one or more or all claims
with respect to Teledyne Technologies Liabilities covered in whole, or in part,
by ATI Policies, including without limitation, the reporting of claims to the
issuers of such ATI Policies, as well as the management, defense and settlement
of such claims and, if ATI exercises such option, Teledyne Technologies and
members of the Teledyne Technologies Group, at ATI's request, shall at their
expense provide ATI with any and all information concerning, and permit ATI to
monitor, the foregoing management, defense, settlement and insurance handling of
such claims. Except with the express written consent of ATI, neither Teledyne
Technologies nor any member of the Teledyne Technologies Group shall provide any
issuer of ATI Policies with a release, nor shall they amend, modify, or waive
any rights under such ATI Policies, if such release, amendment, modification or
waiver would adversely affect rights or potential rights of ATI or any other
member of the ATI Group.
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(h) With respect to policies procured by or for the Teledyne
Technologies Group subsequent to January 1999 and to policy years commencing on
or after the Distribution Date, Teledyne Technologies shall be responsible for
all aspects of claims administration with respect to Teledyne Technologies
Liabilities, and ATI shall have no responsibility therefor whatsoever.
(i) With respect to any Teledyne Technologies Liabilities or
Teledyne Technologies losses covered under ATI Policies, other than ATI General
Liability Policies, ATI Automobile Policies, ATI Workers Compensation Policies
and ATI Product Liability Policies, Teledyne Technologies shall be responsible
for all Unpaid Losses and all costs and expenses that give rise to a
Self-Insurance Obligation. In the event that ATI pays any such costs and
expenses, Teledyne Technologies shall reimburse ATI within thirty days of
receipt of a billing for any such costs and expenses.
6.02 CERTAIN BUSINESS MATTERS. No member of any Group shall have
any duty to refrain from (i) engaging in the same or similar activities or lines
of business as any member of any other Group, (ii) doing business with any
potential or actual supplier or customer of any member of any other Group, or
(iii) engaging in, or refraining from, any other activities whatsoever relating
to any of the potential or actual suppliers or customers of any member of any
other Group.
6.03 LATE PAYMENTS. Except as expressly provided to the contrary in
this Agreement or in any Ancillary Agreement, any amount not paid when due
pursuant to this Agreement or any Ancillary Agreement (and any amounts billed or
otherwise invoiced or demanded and properly payable that are not paid within 30
days of such bill, invoice or other demand) shall accrue interest at a rate per
annum equal to the Prime Rate plus 2%.
6.04 CERTAIN GOVERNANCE MATTERS. (a) Teledyne Technologies and ATI
intend that until the third annual meeting of stockholders of Teledyne
Technologies held following the Distribution Date, at least a majority of the
members of the Board of Directors of Teledyne Technologies will at all times
consist of persons who are also members of the Board of Directors of ATI. The
initial members of the Board of Directors of Teledyne Technologies and the
respective initial Classes of the Board in which they will serve are as follows:
Class I: Thomas A. Corcoran (Chairman)
Diane C. Creel
C. Fred Fetterolf
Class II: Paul S. Brentlinger
Robert Mehrabian
Class III: Robert P. Bozzone
Frank V. Cahouet
Charles J. Queenan, Jr.
(b) Teledyne Technologies will, with respect to the first annual
meeting of stockholders of Teledyne Technologies held following the Distribution
Date, nominate for election and recommend to stockholders the election of Thomas
A. Corcoran, Diane C. Creel and C. Fred Fetterolf (or, if any such candidate
unable or unwilling to serve, such other candidate as
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Messrs. Bozzone, Cahouet and Queenan or the survivor of them shall designate) to
serve as a continuing Class I director of Teledyne Technologies.
(c) Teledyne Technologies shall take such action from time to time
as ATI requests in order to assure that, until the third annual meeting of
stockholders of Teledyne Technologies following the Distribution Date, at least
a majority of the members of the Board of Directors of Teledyne Technologies
will at all times consist of persons who are also members of the Board of
Directors of ATI. Without limiting the generality of the foregoing, if for any
reason (including death, resignation or disqualification) there are no directors
of Teledyne Technologies who are also directors of ATI, Teledyne Technologies
will immediately take all action requested by ATI to appoint to the Board of
Directors of Teledyne Technologies such members of the Board of Directors of ATI
as ATI shall designate.
ARTICLE VII
EXCHANGE OF INFORMATION; CONFIDENTIALITY
7.01 AGREEMENT FOR EXCHANGE OF INFORMATION; ARCHIVES. (a) Each of
ATI and Teledyne Technologies, on behalf of itself and its respective Group,
agrees to provide, or cause to be provided, to each other Group, at any time
before or after the Distribution Date, as soon as reasonably practicable after
written request therefor, any Information in the possession or under the control
of such respective Group which the requesting party reasonably requires (i) to
comply with reporting, disclosure, filing or other requirements imposed on the
requesting party (including under applicable securities or tax laws) by a
Governmental Authority having jurisdiction over the requesting party, (ii) for
use in any other judicial, regulatory, administrative, tax or other proceeding
or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or
other similar requirements, or (iii) to comply with its obligations under this
Agreement or any Ancillary Agreement; provided, however, that in the event that
any party determines that any such provision of Information could be
commercially detrimental, violate any law or agreement, or waive any
attorney-client privilege, the parties shall take all reasonable measures to
permit the compliance with such obligations in a manner that avoids any such
harm or consequence.
(b) After the Distribution Date, each of ATI and Teledyne
Technologies shall have access during regular business hours (as in effect from
time to time) to the documents and objects of historic significance that relate
to the their respective Businesses that are in the possession of any other of
such parties or members of their respective Groups. Any party seeking such
access may, at its cost, obtain copies (but not originals) of documents for bona
fide business purposes and may obtain objects for exhibition purposes for
commercially reasonable periods of time if required for bona fide business
purposes, provided that such party shall cause any such objects to be returned
promptly in the same condition in which they were delivered and shall comply
with any rules, procedures or other requirements, and shall be subject to any
restrictions (including prohibitions on removal of specified objects), that are
then applicable to the possessing party.
(c) After the Distribution Date, (i) Teledyne Technologies shall
maintain in effect adequate systems and controls to the extent necessary to
enable the members of the ATI Group to
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satisfy their respective reporting, accounting, audit and other obligations, and
(ii) Teledyne Technologies shall provide, or cause to be provided, to ATI, all
financial and other data and information as ATI determines necessary or
advisable in order to prepare ATI financial statements and reports or filings
with any Governmental Authority.
7.02 OWNERSHIP OF INFORMATION. Any Information owned by one Group
that is provided to a requesting party pursuant to Section 7.01 shall be deemed
to remain the property of the providing party. Unless specifically set forth
herein, nothing contained in this Agreement shall be construed as granting or
conferring rights of license or otherwise in any such Information.
7.03 COMPENSATION FOR PROVIDING INFORMATION. The party requesting
such Information agrees to reimburse the other party for the reasonable costs,
if any, of creating, gathering and copying such Information, to the extent that
such costs are incurred for the benefit of the requesting party. Except as may
be otherwise specifically provided elsewhere in this Agreement or in any other
agreement between the parties, such costs shall be computed in accordance with
the providing party's standard methodology and procedures.
7.04 RECORD RETENTION. To facilitate the possible exchange of
Information pursuant to this Article VII and other provisions of this Agreement
after the Distribution Date, the parties agree to use their reasonable best
efforts to retain all Information in their respective possession or control on
the Distribution Date in accordance with the policies of ATI as in effect on the
Distribution Date. No party will destroy, or permit any of its Subsidiaries to
destroy, any Information which the other party may have the right to obtain
pursuant to this Agreement prior to the seventh anniversary of the date hereof
without first using its reasonable best efforts to notify the other party of the
proposed destruction and giving the other party the opportunity to take
possession of such information prior to such destruction; provided, however,
that in the case of any Information relating to Taxes or to Environmental
Liabilities, such period shall be extended to the expiration of the applicable
statute of limitations (giving effect to any extensions thereof).
7.05 OTHER AGREEMENTS PROVIDING FOR EXCHANGE OF INFORMATION. The
rights and obligations granted under this Article VII are subject to any
specific limitations, qualifications or additional provisions on the sharing,
exchange or confidential treatment of Information set forth in any Ancillary
Agreement.
7.06 PRODUCTION OF WITNESSES; RECORDS; COOPERATION. (a) After the
Distribution Date, except in the case of an adversarial Action by one party
against another party, each party hereto shall use its reasonable efforts to
make available to each other party, upon written request, the former, current
and future directors, officers, employees, other personnel and agents of the
members of its respective Group as witnesses and any books, records or other
documents within its control or which it otherwise has the ability to make
available, to the extent that any such person (giving consideration to business
demands of such directors, officers, employees, other personnel and agents) or
books, records or other documents may reasonably be required in connection with
any Action in which the requesting party may from time to time be involved,
regardless of whether such Action is a matter with respect to which
indemnification
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may be sought hereunder. The requesting party shall bear all costs and expenses
(including allocated costs of in-house counsel and other personnel) in
connection therewith.
(b) If an Indemnifying Party chooses to defend or to seek to
compromise or settle any Third Party Claim, the other parties shall make
available to such Indemnifying Party, upon written request, the former, current
and future directors, officers, employees, other personnel and agents of the
members of its respective Group as witnesses and any books, records or other
documents within its control or which it otherwise has the ability to make
available, to the extent that any such person (giving consideration to business
demands of such directors, officers, employees, other personnel and agents) or
books, records or other documents may reasonably be required in connection with
such defense, settlement or compromise, or such prosecution, evaluation or
pursuit, as the case may be, and shall otherwise cooperate in such defense,
settlement or compromise, or such prosecution, evaluation or pursuit, as the
case may be.
(c) Without limiting any provision of this Section, the parties
shall cooperate and consult to the extent reasonably necessary with respect to
any Action, and each of the parties agrees to cooperate, and to cause each
member of its respective Group to cooperate, with each other in the defense of
any infringement or similar claim with respect to any intellectual property and
shall not claim to acknowledge, or permit any member of its respective Group to
claim to acknowledge, the validity or infringing use of any intellectual
property of a third Person in a manner that would hamper or undermine the
defense of such infringement or similar claim.
(d) The obligation of the parties to provide witnesses pursuant to
this Section 7.06 is intended to be interpreted in a manner so as to facilitate
cooperation and shall include the obligation to provide as witnesses inventors
and other officers without regard to whether the witness or the employer of the
witness could assert a possible business conflict (subject to the qualifications
set forth in the first sentence of Section 7.06(a)).
(e) In connection with any matter contemplated by this Section
7.06, the parties will enter into a mutually acceptable joint defense agreement
so as to maintain to the extent practicable any applicable attorney-client
privilege or work product immunity of any member of any Group.
7.07 CONFIDENTIALITY. (a) Subject to Section 7.08, each of ATI and
Teledyne Technologies, on behalf of itself and each member of its respective
Group, agrees to hold, and to cause its respective directors, officers,
employees, agents, accountants, counsel and other advisors and representatives
to hold, in strict confidence, with at least the same degree of care that
applies to ATI's confidential and proprietary information pursuant to policies
in effect as of the Distribution Date, all Information concerning each such
other Group that is either in its possession or furnished by any such other
Group or its respective directors, officers, employees, agents, accountants,
counsel and other advisors and representatives at any time pursuant to this
Agreement, any Ancillary Agreement or otherwise, and shall not use any such
Information other than for such purposes as shall be expressly permitted
hereunder or thereunder, except, in each case, to the extent that such
Information has been (i) in the public domain through no fault of such party or
any member of such Group or any of their respective directors, officers,
employees, agents, accountants, counsel and other advisors and representatives,
(ii) later lawfully acquired
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from other sources by such party (or any member of such party's Group) which
sources are not themselves bound by a confidentiality obligation), or (iii)
independently generated without reference to any proprietary or confidential
Information of the other party.
(b) Each party agrees not to release or disclose, or permit to be
released or disclosed, any such Information to any other Person, except its
directors, officers, employees, agents, accountants, counsel and other advisors
and representatives who need to know such Information (who shall be advised of
their obligations hereunder with respect to such Information), except in
compliance with Section 7.08. Without limiting the foregoing, when any
Information is no longer needed for the purposes contemplated by this Agreement
or any Ancillary Agreement, each party will promptly after request of the other
party either return to the other party all Information in a tangible form
(including all copies thereof and all notes, extracts or summaries based
thereon) or certify to the other party that it has destroyed such Information
(and such copies thereof and such notes, extracts or summaries based thereon).
7.08 PROTECTIVE ARRANGEMENTS. In the event that any party or any
member of its Group either determines on the advice of its counsel that it is
required to disclose any Information pursuant to applicable law or receives any
demand under lawful process or from any Governmental Authority to disclose or
provide Information of any other party (or any member of any other party's
Group) that is subject to the confidentiality provisions hereof, such party
shall notify the other party prior to disclosing or providing such Information
and shall cooperate at the expense of the requesting party in seeking any
reasonable protective arrangements requested by such other party. Subject to the
foregoing, the Person that received such request may thereafter disclose or
provide Information to the extent required by such law (as so advised by
counsel) or by lawful process or such Governmental Authority.
ARTICLE VIII
FURTHER ASSURANCES
8.01 FURTHER ASSURANCES. (a) In addition to the actions
specifically provided for elsewhere in this Agreement, each of the parties
hereto shall use its reasonable efforts, prior to, on and after the Distribution
Date, to take, or cause to be taken, all actions, and to do, or cause to be
done, all things, reasonably necessary, proper or advisable under applicable
laws, regulations and agreements to consummate and make effective the
transactions contemplated by this Agreement and the Ancillary Agreements.
(b) Without limiting the foregoing, prior to, on and after the
date hereof, each party hereto shall cooperate with the other parties, and
without any further consideration, but at the expense of the requesting party,
to execute and deliver, or use its reasonable efforts to cause to be executed
and delivered, all instruments, including instruments of conveyance, assignment
and transfer, and to make all filings with, and to obtain all consents,
approvals or authorizations of, any Governmental Authority or any other Person
under any permit, license, agreement, indenture or other instrument (including
any Consents or Governmental Approvals), and to take all such other actions as
such party may reasonably be requested to take by any other party hereto from
time to time, consistent with the terms of this Agreement and the Ancillary
Agreements, in order
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to effectuate the provisions and purposes of this Agreement and the Ancillary
Agreements and the transfers of the Teledyne Technologies Assets and the
assignment and assumption of the Teledyne Technologies Liabilities and the other
transactions contemplated hereby and thereby. Without limiting the foregoing,
each party will, at the reasonable request, cost and expense of any other party,
take such other actions as may be reasonably necessary to vest in such other
party good and marketable title, free and clear of any Security Interest, if and
to the extent it is practicable to do so.
(c) On or prior to the Distribution Date, ATI and Teledyne
Technologies in their respective capacities as direct and indirect stockholders
of their respective Subsidiaries, shall each ratify any actions which are
reasonably necessary or desirable to be taken by ATI or Teledyne Technologies or
any other Subsidiary of ATI, as the case may be, to effectuate the transactions
contemplated by this Agreement.
(d) ATI and Teledyne Technologies, on behalf of itself and each
member of its respective Group, waive (and agree not to assert against any of
the others) any claim or demand that any of them may have against any of the
others for any Liabilities or other claims relating to or arising out of: (i)
the failure of Teledyne Technologies or any member of the Teledyne Technologies
Group, on the one hand, or of ATI or any member of the ATI Group, on the other
hand, to provide any notification or disclosure required under any state
Environmental Law in connection with the Separation or the other transactions
contemplated by this Agreement, including the transfer by any member of any
Group to any member of any other Group of ownership or operational control of
any Assets not previously owned or operated by such transferee; or (ii) any
inadequate, incorrect or incomplete notification or disclosure under any such
state Environmental Law by the applicable transferor. To the extent any
Liability to any Governmental Authority or any third Person arises out of any
action or inaction described in clause (i) or (ii) above, the transferee of the
applicable Asset hereby assumes and agrees to pay any such Liability.
ARTICLE IX
TERMINATION
9.01 TERMINATION. This Agreement may be terminated by ATI at any time
prior to the Distribution.
9.02 EFFECT OF TERMINATION. In the event of any termination of this
Agreement pursuant to Section 9.01, no party to this Agreement (or any of its
directors or officers) shall have any Liability or further obligation to any
other party.
ARTICLE X
MISCELLANEOUS
10.01. COUNTERPARTS; ENTIRE AGREEMENT; CORPORATE POWER. (a) This
Agreement and each Ancillary Agreement may be executed in one or more
counterparts, all of
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which shall be considered one and the same agreement, and shall become effective
when one or more counterparts have been signed by each of the parties and
delivered to the other party.
(b) This Agreement, and the Ancillary Agreements and the Exhibits,
Schedules and Appendices hereto and thereto contain the entire agreement between
the parties with respect to the subject matter hereof, supersede all previous
agreements, negotiations, discussions, writings, understandings, commitments and
conversations with respect to such subject matter and there are no agreements or
understandings between the parties other than those set forth or referred to
herein or therein.
(c) ATI represents on behalf of itself and each other member of
the ATI Group, and Teledyne Technologies represents on behalf of itself and each
other member of the Teledyne Technologies Group, as follows:
(i) each such Person has the requisite corporate or other
power and authority and has taken all corporate or other action
necessary in order to execute, deliver and perform each of this
Agreement and each other Ancillary Agreements to which it is a party
and to consummate the transactions contemplated hereby and thereby; and
(ii) this Agreement and each Ancillary Agreement to which it
is a party has been duly executed and delivered by it and constitutes a
valid and binding agreement of it enforceable in accordance with the
terms thereof.
(d) Each party hereto acknowledges that it and each other party
hereto may be executing certain of the Ancillary Agreements by facsimile, stamp
or mechanical signature. Each party hereto expressly adopts and confirms each
such facsimile, stamp or mechanical signature made in its respective name as if
it were a manual signature, agrees that it will not assert that any such
signature is not adequate to bind such party to the same extent as if it were
signed manually and agrees that at the reasonable request of any other party
hereto at any time it will as promptly as reasonably practicable cause each such
Ancillary Agreement to be manually executed (any such execution to be as of the
date of the initial date thereof).
10.02 GOVERNING LAW; CONSENT TO JURISDICTION. (a) This Agreement
and, unless expressly provided therein, each Ancillary Agreement, shall be
governed by and construed and interpreted in accordance with the laws of the
Commonwealth of Pennsylvania as to all matters, including matters of validity,
construction, effect, enforceability, performance and remedies, irrespective of
the choice of laws principles of the Commonwealth of Pennsylvania.
(b) Each of the parties hereto irrevocably submits to the
exclusive jurisdiction of (i) the Court of Common Pleas of Allegheny County,
Pennsylvania and (ii) the United States District Court for the Western District
of Pennsylvania, for the purposes of any suit, action or other proceeding
arising out of this Agreement or any Ancillary Agreement or any transaction
contemplated hereby or thereby (and agrees not to commence any action, suit or
proceeding relating thereto except in such courts). Each of the parties hereto
further agrees that service of any process, summons, notice or document hand
delivered or sent by U.S. registered mail to such party's respective address set
forth in Section 10.05 will be effective service of process for any
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action, suit or proceeding in Pennsylvania with respect to any matters to which
it has submitted to jurisdiction as set forth in the immediately preceding
sentence. Each of the parties hereto irrevocably and unconditionally waives any
objection to the laying of venue of any action, suit or proceeding arising out
of this Agreement or any Ancillary Agreement or the transactions contemplated
hereby or thereby in (i) the Court of Common Pleas of Allegheny County,
Pennsylvania or (ii) the United States District Court for the Western District
of Pennsylvania, and hereby further irrevocably and unconditionally waives and
agrees not to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient forum.
10.03 ASSIGNABILITY. Except as set forth in any Ancillary Agreement,
this Agreement and each Ancillary Agreement shall be binding upon and inure to
the benefit of the parties hereto and thereto, respectively, and their
respective successors and assigns (including any direct or indirect assignee of
any of the Teledyne Technologies Assets); provided, however, that no party
hereto or thereto may assign its respective rights or delegate its respective
obligations under this Agreement or any Ancillary Agreement without the express
prior written consent of the other parties hereto or thereto.
10.04 THIRD PARTY BENEFICIARIES. Except for the indemnification
rights under this Agreement of any ATI Indemnitee, Teledyne Technologies
Indemnitee or Water Pik Indemnitee in their respective capacities as such, (a)
the provisions of this Agreement and each Ancillary Agreement are solely for the
benefit of the parties and are not intended to confer upon any Person except the
parties any rights or remedies hereunder, (b) there are no third party
beneficiaries of this Agreement or any Ancillary Agreement, and (c) neither this
Agreement nor any Ancillary Agreement shall provide any third person with any
remedy, claim, liability, reimbursement, claim of action or other right in
excess of those existing without reference to this Agreement or any Ancillary
Agreement. No party hereto shall have any right, remedy or claim with respect to
any provision of this Agreement or any Ancillary Agreement to the extent such
provision relates solely to the other two parties hereto or the members of such
other two parties' respective Groups. No party shall be required to deliver any
notice under this Agreement or under any Ancillary Agreement to any other party
with respect to any matter in which such other party has no right, remedy or
claim.
10.05 NOTICES. All notices or other communications under this
Agreement or any Ancillary Agreement shall be in writing and shall be deemed to
be duly given when (a) delivered in person or (b) deposited in the United States
mail or private express mail, postage prepaid, addressed as follows:
If to ATI, Holdings or TII, to: Allegheny Teledyne Incorporated
1000 Six PPG Place
Pittsburgh, Pennsylvania 15222-5479
Attn: Senior Vice President, General
Counsel and Secretary
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<PAGE> 43
If to Teledyne Technologies, to: Teledyne Technologies Incorporated
2049 Century Park East
Los Angeles, California 90067-3101
Attn: Senior Vice President, General
Counsel and Secretary
Any party may, by notice to the other party, change the address to which such
notices are to be given.
10.06 SEVERABILITY. If any provision of this Agreement or any
Ancillary Agreement or the application thereof to any Person or circumstance is
determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions hereof or thereof, or the application of
such provision to Persons or circumstances or in jurisdictions other than those
as to which it has been held invalid or unenforceable, shall remain in full
force and effect and shall in no way be affected, impaired or invalidated
thereby, so long as the economic or legal substance of the transactions
contemplated hereby or thereby, as the case may be, is not affected in any
manner adverse to any party. Upon such determination, the parties shall
negotiate in good faith in an effort to agree upon such a suitable and equitable
provision to effect the original intent of the parties.
10.07 FORCE MAJEURE. No party shall be deemed in default of this
Agreement or any Ancillary Agreement to the extent that any delay or failure in
the performance of its obligations under this Agreement or any Ancillary
Agreement results from any cause beyond its reasonable control and without its
fault or negligence, such as acts of God, acts of civil or military authority,
embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes,
floods, unusually severe weather conditions, labor problems or unavailability of
parts, or, in the case of computer systems, Year 2000 problems or any failure in
electrical or air conditioning equipment. In the event of any such excused
delay, the time for performance shall be extended for a period equal to the time
lost by reason of the delay.
10.08 HEADINGS. The article, section and paragraph headings
contained in this Agreement and in the Ancillary Agreements are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement or any Ancillary Agreement.
10.09 SURVIVAL OF COVENANTS. Except as expressly set forth in any
Ancillary Agreement, the covenants, representations and warranties contained in
this Agreement and each Ancillary Agreement, and liability for the breach of any
obligations contained herein, shall survive each of the Separation and the
Distribution and shall remain in full force and effect.
10.10 WAIVERS OF DEFAULT. Waiver by any party of any default by the
other party of any provision of this Agreement or any Ancillary Agreement shall
not be deemed a waiver by the waiving party of any subsequent or other default,
nor shall it prejudice the rights of the other party.
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<PAGE> 44
10.11 SPECIFIC PERFORMANCE. In the event of any actual or threatened
default in, or breach of, any of the terms, conditions and provisions of this
Agreement or any Ancillary Agreement, the party or parties who are or are to be
thereby aggrieved shall have the right to specific performance and injunctive or
other equitable relief of its rights under this Agreement or such Ancillary
Agreement, in addition to any and all other rights and remedies at law or in
equity, and all such rights and remedies shall be cumulative. The parties agree
that the remedies at law for any breach or threatened breach, including monetary
damages, are inadequate compensation for any loss and that any defense in any
action for specific performance that a remedy at law would be adequate is
waived. Any requirements for the securing or posting of any bond with such
remedy are waived.
10.12 AMENDMENTS. No provisions of this Agreement or any Ancillary
Agreement shall be deemed waived, amended, supplemented or modified by any
party, unless such waiver, amendment, supplement or modification is in writing
and signed by the authorized representative of the party against whom it is
sought to enforce such waiver, amendment, supplement or modification. Without
limiting the foregoing, the parties agree that any waiver, amendment, supplement
or modification of this Agreement or any Ancillary Agreement that solely relates
to and affects only two of the three parties hereto shall not require the
consent of the third party hereto.
10.13 INTERPRETATION. Words in the singular shall be held to include
the plural and vice versa and words of one gender shall be held to include the
other genders as the context requires. The terms "hereof," "herein," and
"herewith" and words of similar import shall, unless otherwise stated, be
construed to refer to this Agreement (or the applicable Ancillary Agreement) as
a whole (including all of the Schedules, Exhibits and Appendices hereto and
thereto) and not to any particular provision of this Agreement (or such
Ancillary Agreement). Article, Section, Exhibit, Schedule and Appendix
references are to the Articles, Sections, Exhibits, Schedules and Appendices to
this Agreement (or the applicable Ancillary Agreement) unless otherwise
specified. The word "including" and words of similar import when used in this
Agreement (or the applicable Ancillary Agreement) shall mean "including, without
limitation," unless the context otherwise requires or unless otherwise
specified. The word "or" shall not be exclusive. Unless expressly stated to the
contrary in this Agreement or in any Ancillary Agreement, all references to "the
date hereof," "the date of this Agreement," "hereby" and "hereupon" and words of
similar import shall all be references to November __, 1999, regardless of any
amendment or restatement hereof.
10.14 DISPUTES. (a) Resolution of any and all disputes arising from
or in connection with this Agreement other than those arising from or in
connection with Article IV of this Agreement, whether based on contract, tort,
statute or otherwise, including, but not limited to, disputes in connection with
claims by third parties (collectively, "Disputes"), shall be subject to the
provisions of this Section 10.14; provided, however, that nothing contained
herein shall preclude any party from seeking or obtaining (i) injunctive relief
or (ii) equitable or other judicial relief to enforce the provisions hereof or
to preserve the status quo pending resolution of Disputes hereunder.
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<PAGE> 45
(b) Any party may give the other parties written notice of any
Dispute not resolved in the normal course of business. The parties shall attempt
in good faith to resolve any Dispute promptly by negotiation between executives
of the parties who have authority to settle the controversy. Within 15 days
after delivery of the notice, the foregoing executives of both parties shall
meet at a mutually acceptable time and place, and thereafter as often as they
reasonably deem necessary for a period not to exceed five days, to attempt to
resolve the Dispute. All reasonable requests for information made by one party
to the other will be honored. If the parties do not resolve the Dispute within
such 20 day period (the "Initial Mediation Period"), the parties shall attempt
in good faith to resolve the Dispute by negotiation between or among the
Designated Officers. The Designated Officers shall meet at a mutually acceptable
time and place (but in no event no later than 15 days following the expiration
of the Initial Mediation Period) and thereafter as often as they reasonably deem
necessary for a period not to exceed 15 days, to attempt to resolve the Dispute.
(c) If the Dispute has not been resolved by negotiation within 50
days of the first party's notice, or if the parties failed to meet within 15
days of the first party's notice, or if the Designated Officers failed to meet
within 35 days of the first party's notice, any party may commence any
litigation or other procedure allowed by law.
10.15 EXCLUSIVITY OF TAX SHARING AGREEMENT. Notwithstanding anything
in this Agreement to the contrary, and subject to the provisions of Article IV
hereof, the Tax Sharing Agreement will be the exclusive agreement among the
parties with respect to all matters pertaining to Taxes, including, without
limitation, indemnification with respect to matters pertaining to Taxes and
indemnification with respect to the qualification of the Distribution as a
tax-free distribution under Section 355 and related provisions of the Code.
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<PAGE> 46
IN WITNESS WHEREOF, the parties have caused this Separation and
Distribution Agreement to be executed by their duly authorized representatives.
ALLEGHENY TELEDYNE INCORPORATED
By:
Name:
Title:
TDY HOLDINGS, LLC
By:
Name:
Title:
TELEDYNE INDUSTRIES, INC.
By:
Name:
Title:
TELEDYNE TECHNOLOGIES INCORPORATED
By:
Name:
Title:
43
<PAGE> 1
Exhibit 3.1
FORM OF
RESTATED CERTIFICATE OF INCORPORATION
OF
TELEDYNE TECHNOLOGIES INCORPORATED
ONE: The name of the corporation is Teledyne Technologies Incorporated
(hereinafter referred to as the "Corporation").
TWO: The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle,
and the name of its registered agent at such address is The Corporation Trust
Company.
THREE: The purpose of the Corporation is to engage in any lawful act or
activity for which a Corporation may be organized under the Delaware General
Corporation Law.
FOUR: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is One Hundred Forty Million
(140,000,000), consisting of One Hundred Twenty Five Million (125,000,000)
shares of Common Stock, par value one cent ($.01) per share (the "Common
Stock"), and Fifteen Million (15,000,000) shares of Preferred Stock, par
value one cent ($.01) per share (the "Preferred Stock"). The term "Voting
Stock" shall hereafter refer to all shares of capital stock entitled to
vote generally in the election of directors.
A. Common Stock
1. Except where otherwise provided by law, by this Restated Certificate
of Incorporation, or by resolution of the Board of Directors pursuant to this
Article FOUR, the holders of the Common Stock issued and outstanding shall have
and possess the exclusive right to notice of stockholders' meetings and the
exclusive voting rights and powers of the capital stock.
2. Subject to any preferential rights of the Preferred Stock, dividends
may be paid on the Common Stock, as and when declared by the Board of Directors,
out of any funds of the Corporation legally available for the payment of such
dividends.
B. Preferred Stock
The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of shares of Preferred Stock in
series, and by filing a certificate pursuant to the applicable law of the State
of Delaware (such certificate being hereinafter referred to as a "Preferred
Stock Designation"), to establish from time to time the number of shares to be
included in each such series, and to fix the designation, powers (including but
not limited to voting powers, if any), preferences and rights of the shares of
each such series and any qualifications, limitations or restrictions thereof.
The number of authorized shares of Preferred Stock may be increased or decreased
(but not below the number of shares thereof then outstanding) by the affirmative
vote of the holders of a majority of the Common Stock, without a vote of the
holders of the Preferred Stock, or of any series thereof, unless a vote of any
such holders is required pursuant to the terms of any Preferred Stock
Designation.
FIVE: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of
<PAGE> 2
the powers of the Corporation and of its directors and stockholders:
A. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors. In
addition to the powers and authority expressly conferred upon them by
statute or by this Restated Certificate of Incorporation or the Bylaws
of the Corporation, the directors are hereby empowered to exercise all
such powers and do all such acts and things as may be exercised or done
by the Corporation.
B. The Board of Directors may adopt, amend or repeal the
Bylaws of the Corporation. The stockholders of the Corporation may not
adopt, amend or repeal the Bylaws of the Corporation other than by the
affirmative vote of 75% of the combined voting power of all outstanding
voting securities of the Corporation entitled to vote generally in the
election of directors of the Board of Directors of the Corporation
("Voting Power"), voting together as a single class.
C. The directors of the Corporation need not be elected by
written ballot unless the Bylaws so provide.
SIX: The Corporation reserves the right to amend and repeal any
provision contained in this Restated Certificate of Incorporation in the manner
from time to time prescribed by the laws of the State of Delaware.
All rights herein conferred are granted subject to this reservation.
SEVEN: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which such director derived any
improper personal benefit. No amendment to or repeal of this Article SEVEN shall
apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal. If the Delaware General
Corporation Law is amended to authorize corporate action further eliminating the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as amended.
EIGHT: A. Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director or an officer of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith; provided, however, that, except as provided in Section C of this
Article EIGHT with respect to proceedings to enforce rights to indemnification,
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<PAGE> 3
the Corporation shall indemnify any such indemnitee in connection with a
proceeding (or part thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation.
B. Right to Advancement of Expenses. The right to indemnification
conferred in Section A of this Article EIGHT shall include the right to be paid
by the Corporation the expenses (including attorneys' fees) incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a director or officer of the Corporation (and not in
any other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section B or otherwise. The rights to indemnification and to the
advancement of expenses conferred in Sections A and B of this Article EIGHT
shall be contract rights and such rights shall continue as to an indemnitee who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
C. Right of Indemnitee to Bring Suit. If a claim under Section A or B
of this Article EIGHT is not paid in full by the Corporation within sixty (60)
days after a written claim has been received by the Corporation, except in the
case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty (20) days, the indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In any suit brought by the indemnitee to
enforce a right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and in any suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the Corporation
shall be entitled to recover such expenses upon a final adjudication that the
indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article EIGHT or otherwise shall be on the Corporation.
D. Non-Exclusivity of Rights. The rights to indemnification and to the
advancement of expenses conferred in this Article EIGHT shall not be exclusive
of any other right which any person may have or hereafter acquire under any
statute, the Corporation's Restated Certificate of
-3-
<PAGE> 4
Incorporation, Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise.
E. Insurance. The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
F. Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the Corporation, including any subsidiary of the
Corporation, to the fullest extent of the provisions of this Article with
respect to the indemnification and advancement of expenses of directors and
officers of the Corporation.
G. Amendment. Any repeal or modification of this Article EIGHT shall
not change the rights of any person to indemnification with respect to any
action or omission occurring prior to such repeal or modification.
NINE: The following provisions are inserted for the definition,
limitation and regulation of actions of the stockholders of the Corporation:
A. Action to be Taken at Stockholder Meetings Only. Any action required
or permitted to be taken by the stockholders of the Corporation must be effected
at a duly called annual or special meeting of such stockholders and may not be
effected by the written consent of such stockholders.
B. Calling of Special Meetings. Special meetings of the stockholders,
other than those required by statute, may be called only by the Board of
Directors pursuant to a resolution approved by a majority of the directors then
in office, the Chairman of the Board or the Chief Executive Officer. The Board
of Directors may postpone, reschedule or cancel any previously scheduled special
meeting.
Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (a)
by or at the direction of the Board of Directors or (b) by any stockholder of
the Corporation who is a stockholder of record at the time of giving of notice
as provided in this Article NINE, Section B, who shall be entitled to vote at
the meeting and who complies with the notice procedures set forth in this
Article NINE, Section B. Nominations by stockholders of persons for election to
the Board of Directors may be made at such a special meeting of stockholders if
the stockholder's notice required by Article NINE, Section C shall be delivered
to the Secretary of the Corporation at the principal executive offices of the
Corporation not earlier than the ninetieth day prior to such special meeting and
not later than the close of business on the later of the seventy-fifth day prior
to such special meeting or the tenth day following the day on which a public
announcement (as defined in subparagraph (e) of Article NINE, Section C) is
first made of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.
C. Notice of Nominations and Action to be Taken at an Annual Meeting.
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<PAGE> 5
(a) Nominations of persons for election to the Board of Directors of
the Corporation and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders (i) pursuant to
the Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) by any stockholder of the Corporation who was a stockholder
of record at the time of giving of the notice provided for in this Article NINE,
Section C who is entitled to vote at the meeting and who complies with the
notice procedures set forth in this Article NINE, Section C.
(b) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (iii) of paragraph (a) of
this Article NINE, Section C, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation and such business must be
a proper matter for stockholder action under the Delaware General Corporation
Law. To be timely, a stockholder's notice shall be delivered to the Secretary at
the principal executive offices of the Corporation not less than seventy-five
days nor more than ninety days prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date of the
annual meeting is advanced by more than thirty days or delayed by more than
sixty days from such anniversary date, or in the case of the first annual
meeting of the Corporation's stockholders after the Corporation becomes subject
to the reporting requirements of Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), notice by the stockholder to be timely
must be so delivered not earlier than the ninetieth day prior to such annual
meeting and not later than the close of business on the later of the sixtieth
day prior to such annual meeting or the tenth day following the day on which
public announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth (i) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (ii) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any financial or other interest in such
business of such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made; and (iii) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made,
(1) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (2) the class and number
of shares of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.
(c) Notwithstanding anything in the second sentence of paragraph (b) of
this Article NINE, Section C to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by the
Corporation at least eighty-five days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice required by this Article
NINE, Section C shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the tenth day following the day on which
such public announcement is first made by the Corporation.
(d) Only such persons who are nominated in accordance with the
procedures set forth in this Article NINE, Section C shall be eligible to serve
as directors and only such business shall be conducted at an annual meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Article NINE, Section C. The presiding officer
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<PAGE> 6
of the meeting shall have the power and duty to determine whether a nomination
or any business proposed to be brought before the meeting was made in accordance
with the procedures set forth in this Article NINE, Section C and, if any
proposed nomination or business is not in compliance with this Article NINE,
Section C, to declare that such defective proposed business or nomination shall
be disregarded.
(e) For purposes of this Article NINE, Section C, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or a comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.
(f) Notwithstanding the foregoing provisions of this Article NINE,
Section C, a stockholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Article NINE, Section C. Nothing in this Article NINE,
Section C shall be deemed to affect any rights of stockholders to request
inclusion of proposals in the Corporation's proxy statement pursuant to Rule
14a-8 under the Exchange Act.
(g) The Bylaws of the Corporation may contain additional provisions not
inconsistent with this Article NINE, Section C regarding nominations of persons
for election to the Board of Directors of the Corporation and the proposal of
business to be transacted by the stockholders. Without limiting the category of
such provisions which would not be inconsistent with this Article NINE, Section
C, a provision in the Bylaws of the Corporation which sets forth additional
information which must be provided by a stockholder in the notice required by
this Article NINE, Section C shall not be deemed to be so inconsistent.
D. Voting. The stockholders shall not have the right to cumulate their
votes in the election of directors.
TEN: (A) Except as otherwise fixed pursuant to the provisions of
Article FOUR hereof relating to the rights of the holders of any class or series
of stock having a preference over the Common Stock as to dividends or upon
liquidation to elect additional directors under specified circumstances, the
number of directors of the Corporation shall be fixed from time to time by the
affirmative vote of a majority of the whole Board of Directors. The directors,
other than those who may be elected by the holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation, shall be classified, with respect to the time for which they
severally hold office, into three classes: Class I, Class II and Class III. The
terms of office of the initial classes of directors shall be as follows: the
Class I Directors shall be elected to hold office for a term to expire at the
first annual meeting of stockholders after the initial classification of
directors; the Class II Directors shall be elected to hold office for a term to
expire at the second annual meeting of stockholders after the initial
classification of directors; and the Class III Directors shall be elected to
hold office for a term to expire at the third annual meeting of stockholders
after the initial classification of directors; and in the case of each class,
until their respective successors are duly elected and qualified. At each annual
meeting of stockholders the directors elected to succeed those whose terms have
expired shall be identified as being of the same class as the directors they
succeed and shall be elected to hold office for a term to expire at the third
annual meeting of stockholders after their election, or until his or her earlier
resignation or removal, and until their respective successors are duly elected
and qualified.
(B) Except as otherwise fixed pursuant to the provisions of Article
FOUR hereof relating to the rights of the holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect directors:
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<PAGE> 7
(a) In case of any increase in the number of directors, the additional
director or directors, and in case of any vacancy in the Board of Directors due
to death, resignation, removal, disqualification or any other reason, the
successors to fill the vacancies, shall be elected only by a majority of the
directors then in office, even though less than a quorum, or by a sole remaining
director and not by the stockholders, unless otherwise provided by law or by
resolution adopted by a majority of the whole Board of Directors.
(b) Directors appointed in the manner provided in paragraph (a) to
newly created directorships resulting from any increase in the authorized number
of directors or any vacancies on the Board of Directors resulting from death,
resignation, removal, disqualification or any other cause shall hold office for
a term expiring at the next annual meeting of stockholders at which the term of
the class to which they have been elected expires.
(c) No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.
(C) Except as otherwise fixed pursuant to the provisions of Article
FOUR hereof relating to the rights of the holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect directors, any director or directors may be removed from
office at any time, but only for cause and only by the affirmative vote of 75%
of the Voting Power, voting together as a single class.
ELEVEN: In addition to any other considerations which the Board of
Directors, any committee thereof or any individual director lawfully may take
into account in determining whether to take or refrain from taking corporate
action on any matter, including making or declining to make any recommendations
to the stockholders of the Corporation, the Board of Directors, any committee
thereof or any individual director may in its, his or her discretion consider
the long term as well as the short term best interests of the Corporation
(including the possibility that these interests may best be served by the
continued independence of the Corporation), taking into account and weighing as
deemed appropriate the effects of such action on employees, suppliers,
distributors and customers of the Corporation and its subsidiaries and the
effect upon communities in which the offices or facilities of the Corporation
and its subsidiaries are located and any other factors considered pertinent.
This Article ELEVEN shall be deemed to grant discretionary authority to the
Board of Directors, any committee thereof and each individual director, and
shall not be deemed to provide to any specific constituency any right to be
considered.
TWELVE: In addition to the requirements of (i) law and (ii) the other
provisions of this Restated Certificate of Incorporation, the affirmative vote
of the holders of at least two-thirds of the outstanding shares of Common Stock
of the Corporation entitled to vote shall be required for the adoption or
authorization of a Fundamental Change unless the Fundamental Change has been
approved at a meeting of the Board of Directors by the vote of more than
two-thirds of the incumbent members of the Board of Directors.
As used in this Article Twelve, "Fundamental Change" shall mean (1) any
merger or consolidation of the Corporation with or into any other corporation,
(2) any sale, lease, exchange, transfer or other disposition, but excluding a
mortgage or any other security device, of all or substantially all of the assets
of the Corporation, (3) any merger or consolidation of a Significant Shareholder
with or into the Corporation or a direct or indirect subsidiary of the
Corporation, (4) any sale, lease, exchange, transfer or other disposition to the
Corporation or to a direct or indirect subsidiary of the Corporation of any
Common Stock of the Corporation held by a Significant Shareholder or any other
assets of a Significant Shareholder which, if included with all other
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<PAGE> 8
dispositions consummated during the same fiscal year of the Corporation by the
same Significant Shareholder, would result in dispositions of assets having an
aggregate fair value in excess of five percent of the total consolidated assets
of the Corporation as shown on its certified balance sheet as of the end of the
fiscal year preceding the proposed disposition, (5) any reclassification of
Common Stock of the Corporation, or any recapitalization involving Common Stock
of the Corporation, consummated within five years after a Significant
Shareholder becomes a Significant Shareholder, whereby the number of outstanding
shares of Common Stock is reduced or any of such shares are converted into or
exchanged for cash or other securities, (6) any dissolution and (7) any
agreement, contract or other arrangement providing for any of the transactions
described in this definition of Fundamental Change but, notwithstanding anything
to the contrary herein, Fundamental Change shall not include any merger pursuant
to the Delaware General Corporation Law, as amended from time to time, which
does not require a vote of the Corporation's stockholders for approval.
As used in this Article TWELVE, "Significant Shareholder" shall mean
any person who or which beneficially owns a number of shares of Common Stock of
the Corporation, whether or not such number includes shares not then outstanding
or entitled to vote, which exceeds a number equal to fifteen percent of the
outstanding shares of Common Stock of the Corporation entitled to vote, any and
all affiliates of such person and any and all associates and family members of
such person or any such affiliate.
THIRTEEN: Notwithstanding any other provisions of this Restated
Certificate of Incorporation or any provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any affirmative vote of the
holders of any particular class or series of Voting Stock required by law or
this Restated Certificate of Incorporation, the affirmative vote of the holders
or at least 75% of the Voting Power, voting together as a single class, shall be
required to alter, amend, supplement or repeal, or to adopt any provision
inconsistent with the purpose or intent of, paragraph B of Article FIVE and
Articles SEVEN, NINE, TEN, ELEVEN, TWELVE or THIRTEEN; provided, however, that
no amendment of Article TWELVE shall apply to any person who is a Significant
Shareholder at the time of the adoption of such amendment.
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<PAGE> 1
Exhibit 3.2
----------------------------------------------
AMENDED AND RESTATED BYLAWS
OF TELEDYNE TECHNOLOGIES INCORPORATED
----------------------------------------------
ADOPTED: _______________, 1999
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C> <C>
ARTICLE I OFFICES.....................................................................................1
Section 1. Registered Office...........................................................1
Section 2. Other Offices...............................................................1
ARTICLE II MEETINGS OF STOCKHOLDERS....................................................................1
Section 1. Place of Meetings...........................................................1
Section 2. Annual Meeting..............................................................1
Section 3. Special Meetings............................................................1
Section 4. Notice of Meetings..........................................................1
Section 5. Quorum; Adjournment.........................................................2
Section 6. Proxies and Voting..........................................................2
Section 7. Stock List..................................................................2
ARTICLE III BOARD OF DIRECTORS..........................................................................3
Section 1. Duties and Powers...........................................................3
Section 3. Vacancies...................................................................4
Section 4. Meetings....................................................................4
Section 5. Quorum......................................................................5
Section 6. Actions of Board Without a Meeting..........................................5
Section 7. Meetings by Means of Conference Telephone...................................5
Section 8. Committees..................................................................5
Section 9. Compensation................................................................5
Section 10. Removal.....................................................................6
Section 11. Initial Period..............................................................6
ARTICLE IV OFFICERS....................................................................................6
Section 1. General.....................................................................6
Section 2. Election; Term of Office....................................................7
Section 3. Chairman of the Board.......................................................7
Section 4. Chief Executive Officer.....................................................7
Section 5. President...................................................................7
Section 6. Vice President..............................................................8
Section 7. Secretary...................................................................8
Section 8. Assistant Secretaries.......................................................8
Section 9. Treasurer...................................................................8
Section 10. Assistant Treasurers........................................................8
Section 11. Other Officers..............................................................9
ARTICLE V STOCK.......................................................................................9
Section 1. Form of Certificates; Uncertificated Shares.................................9
Section 2. Signatures..................................................................9
</TABLE>
i
<PAGE> 3
<TABLE>
<S> <C> <C>
Section 3. Lost Certificates...........................................................9
Section 4. Transfers...................................................................9
Section 5. Record Date................................................................10
Section 6. Beneficial Owners..........................................................10
Section 7. Voting Securities Owned by the Corporation.................................10
ARTICLE VI NOTICES....................................................................................10
Section 1. Notices....................................................................10
Section 2. Waiver of Notice...........................................................11
ARTICLE VII GENERAL PROVISIONS.........................................................................11
Section 1. Dividends..................................................................11
Section 2. Disbursements..............................................................11
Section 3. Corporation Seal...........................................................11
ARTICLE VIII AMENDMENTS.................................................................................11
</TABLE>
ii
<PAGE> 4
AMENDED AND RESTATED BYLAWS
OF
TELEDYNE TECHNOLOGIES INCORPORATED
--------------------------------------------
(hereinafter called the "Corporation")
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.
Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may determine from time to time.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors or the officer of the Corporation
calling the meeting as authorized by the Corporation's Certificate of
Incorporation and stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
Section 2. Annual Meeting. Each Annual Meeting of Stockholders shall be
held on such date and at such time as shall be designated from time to time by
the Board of Directors and stated in the notice of the meeting. At an Annual
Meeting, the stockholders shall elect directors, and transact such other
business as may properly be brought before the meeting.
Section 3. Special Meetings. Special meetings of the stockholders,
other than those required by statute, may be called only as provided in, and for
the purposes specified in accordance with, the Corporation's Certificate of
Incorporation.
Section 4. Notice of Meetings. Written notice of the place, date, and
time of each meeting of the stockholders shall be given not less than ten (10)
nor more than sixty (60) days before the date on which the meeting is to be
held, to each stockholder entitled to vote at such meeting, except as otherwise
provided herein or as required from time to time by the Delaware
<PAGE> 5
General Corporation Law or the Certificate of Incorporation. The notice of a
special meeting shall also state the purpose or purposes for which the meeting
is called.
Section 5. Quorum; Adjournment. At any meeting of the stockholders, the
holders of a majority of all of the shares of the stock entitled to vote at the
meeting, present in person or by proxy, shall constitute a quorum for all
purposes, unless or except to the extent that the presence of a larger number
may be required by law or the Certificate of Incorporation. If a quorum shall
fail to attend any meeting, the chairperson of the meeting or the holders of a
majority of the shares of stock entitled to vote who are present, in person or
by proxy, may adjourn the meeting to another place, date, or time until a quorum
shall be present or represented.
When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than thirty
(30) days after the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written notice of the place,
date, and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
Section 6. Proxies and Voting. At any meeting of the stockholders,
every stockholder entitled to vote may vote in person or by proxy, authorized by
an instrument in writing or in such manner as may be prescribed by the Delaware
General Corporation Law, filed in accordance with the procedure established for
the meeting.
Each stockholder shall have one vote for every share of stock entitled
to vote which is registered in his name on the record date for the meeting,
except as otherwise provided herein or required by law or the Certificate of
Incorporation.
All voting, including on the election of directors but excepting where
otherwise provided herein or required by law or the Certificate of
Incorporation, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or such stockholder's proxy, or at
the discretion of the chairperson of the meeting, a stock vote shall be taken.
Every stock vote shall be taken by ballots, each of which shall state the name
of the stockholder or proxy voting and such other information as may be required
under the procedure established for the meeting. Every vote taken by ballots
shall be counted by an inspector or inspectors appointed by the Board of
Directors or the chairperson of the meeting.
All elections shall be determined by a plurality of the votes cast.
Except as otherwise required by law or the Certificate of Incorporation, all
other matters shall be determined by a majority of the votes cast. For purposes
of these Bylaws, a vote characterized as an abstention shall not count as a vote
"cast."
Section 7. Stock List. A complete list of stockholders entitled to vote
at any meeting of stockholders, arranged in alphabetical order for each class of
stock and showing the address of each such stockholder and the number of shares
registered in such stockholder's name, shall be open to the examination of any
such stockholder, for any purpose germane to the meeting, during
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<PAGE> 6
ordinary business hours for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held.
The stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine the identity
of the stockholders entitled to vote at the meeting and the number of shares
held by each of them.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.
Section 2. Number and Term of Office. Subject to Section 11 of this
Article III, the Board of Directors shall consist of not less than four (4) and
not more than ten (10) members. Subject to the foregoing sentence, the number of
directors shall be fixed and may be changed from time to time by resolution duly
adopted by a majority of the directors then in office, except as otherwise
provided by law, the Certificate of Incorporation or these Bylaws. Except as
provided in Section 3 of this Article, directors shall be elected by the holders
of record of a plurality of the votes cast at Annual Meetings of stockholders.
Any director may resign at any time upon written notice to the Corporation.
Directors need not be stockholders.
The directors, other than those who may be elected by the holders of
any class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation, shall be classified, with respect to the time for
which they severally hold office, into three classes: Class I, Class II and
Class III. Each class shall consist, as nearly as may be possible, of one-third
of the whole number of the Board of Directors. The terms of office of the
initial classes of directors shall be as follows: the Class I Directors shall be
elected to hold office for a term to expire at the first Annual Meeting of
stockholders after the initial classification of directors; the Class II
Directors shall be elected to hold office for a term to expire at the second
Annual Meeting of stockholders; and the Class III Directors shall be elected to
hold office for a term to expire at the third Annual Meeting of stockholders;
and in the case of each class, until their respective successors are duly
elected and qualified. At each annual meeting of stockholders the directors
elected to succeed those whose terms have expired shall be identified as being
of the same class as the directors they succeed and shall be elected to hold
office for a term to expire at the third Annual Meeting of stockholders after
their election, or until his or her earlier resignation or removal, and until
their respective successors are duly elected and qualified. This paragraph of
Article III, Section 2 is also contained in Article TEN, Section (A) of the
Corporation's Certificate of Incorporation, and accordingly, may be altered,
amended or repealed only to the extent and at the time the comparable
Certificate Article is altered, amended or repealed.
3
<PAGE> 7
Section 3. Vacancies. Except as otherwise fixed pursuant to the
provisions of Article FOUR of the Corporation's Certificate of Incorporation
relating to the rights of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
directors:
(a) In case of any increase in the number of directors, the
additional director or directors, and in case of any vacancy in the Board of
Directors due to death, resignation, removal, disqualification or any other
reason, the successors to fill the vacancies, shall be elected by a majority of
the directors then in office, even though less than a quorum, or by a sole
remaining director.
(b) Directors appointed in the manner provided in paragraph (a) to
newly created directorships resulting from any increase in the authorized number
of directors or any vacancies on the Board of Directors resulting from death,
resignation, removal, disqualification or any other cause shall hold office for
a term expiring at the next Annual Meeting of stockholders at which the term of
the class to which they have been elected expires and until their successors are
duly elected and qualified, or until their earlier resignation or removal.
(c) No decrease in the number of directors constituting the Board
of Directors shall shorten the term of any incumbent director.
The foregoing provisions of this Article III, Section 3 are also
contained in Article TEN, Section (B) of the Corporation's Certificate of
Incorporation, and accordingly, may be altered, amended or repealed only to the
extent and at the time the comparable Certificate Article is altered, amended or
repealed.
Section 4. Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly-elected Board of Directors shall be
held immediately following the Annual Meeting of Stockholders and no notice of
such meeting shall be necessary to be given the newly-elected directors in order
legally to constitute the meeting, provided a quorum shall be present. Regular
meetings of the Board of Directors may be held without notice at such time and
at such place as may from time to time be determined by the Board of Directors.
Special meetings of the Board of Directors may be called by the Chairman of the
Board, the President or a majority of the directors then in office. Notice
thereof stating the place, date and hour of the meeting shall be given to each
director either by mail not less than forty-eight (48) hours before the date of
the meeting, by telephone, telegram or facsimile transmission on twenty-four
(24) hours' notice, or on such shorter notice as the person or persons calling
such meeting may deem necessary or appropriate in the circumstances. Meetings
may be held at any time without notice if all the directors are present or if
all those not present waive such notice in accordance with Section 2 of Article
VI of these Bylaws.
Section 5. Quorum. Except as may be otherwise specifically provided by
law, the Certificate of Incorporation or these Bylaws (including Section 11 of
this Article III), at all meetings of the Board of Directors, a majority of the
directors then in office shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any
4
<PAGE> 8
meeting at which there is a quorum shall be the act of the Board of Directors.
If a quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 6. Actions of Board Without a Meeting. Unless otherwise
provided by the Certificate of Incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if all members of the Board
of Directors or committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or committee.
Section 7. Meetings by Means of Conference Telephone. Unless otherwise
provided by the Certificate of Incorporation or these Bylaws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 7 shall constitute
presence in person at such meeting.
Section 8. Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of any such committee. In the absence or disqualification of a member of a
committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not such members constitute a quorum, may unanimously appoint another member
of the Board of Directors to act at the meeting in the place of any such absent
or disqualified member. Any committee, to the extent allowed by law and provided
in the Bylaw or resolution establishing such committee, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it. Each
committee shall keep regular minutes and report to the Board of Directors when
required.
Section 9. Compensation. Unless otherwise restricted by the Certificate
of Incorporation or these Bylaws, the Board of Directors shall have the
authority to fix the compensation of directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.
Section 10. Removal. Any director or directors may be removed from
office only as provided in the Corporation's Certificate of Incorporation.
5
<PAGE> 9
Section 11. Initial Period. (a) As used in these Bylaws, (i) the "Third
Annual Meeting" means the third Annual Meeting of stockholders held after the
date on which the common stock of the Corporation becomes registered pursuant to
Section 12 of the Securities Exchange Act of 1934, (ii) the "Initial Period"
means the period beginning on the date of the adoption of this Section 11 and
ending on the date of the Third Annual Meeting, (iii) "ATI" means Allegheny
Teledyne Incorporated, a Delaware corporation, (iv) and "Majority Directors"
means directors of the Corporation who are also members of the Board of
Directors of ATI.
(b) During the Initial Period, at least a majority of the
directors of the Corporation shall be Majority Directors. If the election of any
director at any time during the Initial Period or if a director's ceasing to be
a member of the Board of Directors of ATI results in the number of Majority
Directors being less than a majority of the directors of the Corporation then in
office, the number of directors shall be increased to the next largest number
such that the filling of the resulting vacancy or vacancies by the election of
one or more directors who are also members of the Board of Directors of ATI will
result in a majority of the directors of the Corporation being Majority
Directors, and the successor or successors to fill said vacancy or vacancies
shall be elected by a majority of the Majority Directors then in office, or by a
sole remaining Majority Director.
(c) In case of any vacancy in the Board of Directors during the
Initial Period due to death, resignation, removal or disqualification of or any
other reason affecting any Majority Director, the successor to fill the vacancy
shall be elected by a majority of the Majority Directors then in office, or by a
sole remaining Majority Director. Directors elected in the manner provided in
this paragraph (c) shall hold office for a term expiring at the next Annual
Meeting of stockholders at which the term of the class to which they have been
elected expires and until their successors are duly elected and qualified, or
until their earlier resignation or removal.
(d) During the Initial Period, no quorum shall exist at a meeting
of the Board of Directors and no act shall be the act of the Board of Directors
unless a majority of the directors present at any such meeting are Majority
Directors.
(e) The provisions of this Section 11 may not be altered, amended
or repealed during the Initial Period except by a resolution duly adopted by all
of the Majority Directors.
ARTICLE IV
OFFICERS
Section 1. General. The officers of the Corporation shall be appointed
by the Board of Directors and shall consist of a Chairman of the Board, a Chief
Executive Officer, a President, such number of Vice Presidents as the Board of
Directors shall elect from time to time, a Secretary, a Treasurer (or a position
with the duties and responsibilities of a Treasurer) and such other officers and
assistant officers (if any) as the Board of Directors may elect from time to
time. Any number of offices may be held by the same person, unless the
Certificate of Incorporation or these Bylaws otherwise provide.
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<PAGE> 10
Section 2. Election; Term of Office. The Board of Directors at its
first meeting held after each Annual Meeting of stockholders shall elect a
Chairman of the Board or a President, or both, a Secretary and a Treasurer (or a
position with the duties and responsibilities of a Treasurer), and may also
elect at that meeting or any other meeting, such other officers and agents as it
shall deem necessary or appropriate. Each officer of the Corporation shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors together with the powers and duties customarily
exercised by such officer; and each officer of the Corporation shall hold office
until such officer's successor is elected and qualified or until such officer's
earlier resignation or removal. Any officer may resign at any time upon written
notice to the Corporation. The Board of Directors may remove any officer at any
time, with or without cause, by the affirmative vote of a majority of directors
then in office.
Section 3. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the stockholders and the Board of Directors and shall
have such other duties and powers as may be prescribed by the Board of Directors
from time to time. The Board of Directors may also designate one of its members
as Vice Chairman of the Board. The Vice Chairman of the Board shall, during the
absence or inability to act of the Chairman of the Board, have the powers and
perform the duties of the Chairman of the Board, and shall have such other
powers and perform such other duties as shall be prescribed from time to time by
the Board of Directors.
Section 4. Chief Executive Officer. The Chief Executive Officer shall
have general charge and control over the affairs of the Corporation, subject to
the Board of Directors, shall see that all orders and resolutions of the Board
of Directors are carried out, shall report thereon to the Board of Directors,
and shall have such other powers and perform such other duties as shall be
prescribed from time to time by the Board of Directors.
Section 5. President. The President shall have general and active
management of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The President
shall have and exercise such further powers and duties as may be specifically
delegated to or vested in the President from time to time by these Bylaws or the
Board of Directors. In the absence of the Chairman of the Board and the Vice
Chairman of the Board, or in the event of the inability of or refusal to act by
the Chairman of the Board and the Vice Chairman of the Board, or if the Board of
Directors has not designated a Chairman or Vice Chairman, the President shall
perform the duties of the Chairman of the Board, and, when so acting, shall have
all of the powers and be subject to all of the restrictions upon the Chairman of
the Board.
Section 6. Vice President. In the absence of the President or in the
event of his inability or refusal to act, the Vice President (or in the event
there be more than one vice president, the vice presidents in the order
designated by the Board of Directors, or in the absence of any designation, then
in the order of their election) shall perform the duties of the President and,
when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. The Vice Presidents shall perform such other
duties and have such other powers as the Board of Directors or the President may
from time to time prescribe.
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<PAGE> 11
Section 7. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for the standing and special committees
when required. The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or the President. If the Secretary shall be unable or shall refuse to cause to
be given notice of all meetings of the stockholders and special meetings of the
Board of Directors, and if there be no Assistant Secretary, then either the
Board of Directors or the President may choose another officer to cause such
notice to be given. The Secretary shall have custody of the seal of the
Corporation and the Secretary or any Assistant Secretary, if there be one, shall
have authority to affix the same to any instrument requiring it and when so
affixed, it may be attested by the signature of the Secretary or by the
signature of any such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his or her signature. The Secretary shall see that all
books, reports, statements, certificates and other documents and records
required by law to be kept or filed are properly kept or filed, as the case may
be.
Section 8. Assistant Secretaries. Except as may be otherwise provided
in these Bylaws, Assistant Secretaries, if there be any, shall perform such
duties and have such powers as from time to time may be assigned to them by the
Board of Directors, the President, or the Secretary, and shall have the
authority to perform all functions of the Secretary, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
Secretary.
Section 9. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities, shall keep complete and accurate accounts of all
receipts and disbursements of the Corporation, and shall deposit all monies and
other valuable effects of the Corporation in its name and to its credit in such
banks and other depositories as may be designated from time to time by the Board
of Directors. The Treasurer shall disburse the funds of the Corporation, taking
proper vouchers and receipts for such disbursements. The Treasurer shall, when
and if required by the Board of Directors, give and file with the Corporation a
bond, in such form and amount and with such surety or sureties as shall be
satisfactory to the Board of Directors, for the faithful performance of his or
her duties as Treasurer. The Treasurer shall have such other powers and perform
such other duties as the Board of Directors or the President shall from time to
time prescribe.
Section 10. Assistant Treasurers. Except as may be otherwise provided
in these Bylaws, Assistant Treasurers, if there be any, shall perform such
duties and have such powers as from time to time may be assigned to them by the
Board of Directors, the President, or the Treasurer, and shall have the
authority to perform all functions of the Treasurer, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
Treasurer.
Section 11. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as may be
assigned to them from time to time by the Board of Directors. The Board of
Directors may delegate to any officer of the Corporation the power to choose
such other officers and to prescribe their respective duties and powers.
8
<PAGE> 12
ARTICLE V
STOCK
Section 1. Form of Certificates; Uncertificated Shares. The shares of
the Corporation shall be represented by certificates; provided, that the Board
of Directors may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be uncertificated shares in accordance
with the Delaware General Corporation Law. Any such resolution shall not apply
to shares represented by a certificate until such certificate is surrendered to
the Corporation. Notwithstanding the adoption of such a resolution by the Board
of Directors, every holder of stock in the Corporation represented by a
certificate, and upon request every holder of uncertificated shares of stock in
the Corporation, shall be entitled to have a certificate signed in the name of
the Corporation (i) by the Chairman of the Board or the President or a Vice
President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation, certifying the number of shares
owned by such holder in the Corporation.
Section 2. Signatures. Any or all the signatures on the certificate may
be a facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue.
Section 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or such owner's legal representative, to advertise the same in such
manner as the Board of Directors shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.
Section 4. Transfers. Stock of the Corporation shall be transferable in
the manner prescribed by law and in these Bylaws. Transfers of stock shall be
made on the books of the Corporation only by the person named in the certificate
or in the Corporation's books as the registered owner of uncertificated shares
or by such person's attorney lawfully constituted in writing and upon the
surrender of the certificate (if any) therefor, which shall be cancelled before
a new certificate shall be issued.
Section 5. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date,
9
<PAGE> 13
which shall not be more than sixty (60) days nor less than ten (10) days before
the date of such meeting, nor more than sixty (60) days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
Section 6. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.
Section 7. Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the Chairman of the Board, the President,
any Vice President or the Secretary and any such officer may, in the name of and
on behalf of the Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and power incident to
the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.
ARTICLE VI
NOTICES
Section 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these Bylaws, to be given to any director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such director, member of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telegram, facsimile transmission, electronic mail,
telex or cable and such notice shall be deemed to be given at the time of
receipt thereof if given personally or at the time of transmission thereof if
given by telegram, facsimile transmission, electronic mail, telex or cable.
Section 2. Waiver of Notice. Whenever any notice is required by law,
the Certificate of Incorporation or these Bylaws to be given to any director,
member or a committee or stockholder, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.
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<PAGE> 14
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special meeting
or by any Committee of the Board of Directors having such authority at any
meeting thereof, and may be paid in cash, in property, in shares of the capital
stock or in any combination thereof. Before payment of any dividend, there may
be set aside out of any funds of the Corporation available for dividends such
sum or sums as the Board of Directors from time to time, in its absolute
discretion, deems proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for any proper purpose, and the Board of Directors may modify or
abolish any such reserve.
Section 2. Disbursements. All notes, checks, drafts and orders for the
payment of money issued by the Corporation shall be signed in the name of the
Corporation by such officers or such other persons as the Board of Directors may
designate from time to time.
Section 3. Corporation Seal. The corporate seal, if the Corporation
shall have a corporate seal, shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE VIII
AMENDMENTS
Except as otherwise specifically provided in the particular Article of
these Bylaws to be altered, amended or repealed, these Bylaws may be altered,
amended or repealed and new Bylaws may be adopted at any meeting of the Board of
Directors or of the stockholders, provided notice of the proposed change was
given in the notice of the meeting.
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<PAGE> 1
Exhibit 4.2
TELEDYNE TECHNOLOGIES INCORPORATED
AND
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
RIGHTS AGENT
RIGHTS AGREEMENT
DATED AS OF ____________, 1999
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
Section 1. Definitions.....................................................................................1
Section 2. Appointment of Rights Agent.....................................................................4
Section 4. Form of Right Certificates......................................................................6
Section 5. Countersignature and Registration...............................................................6
Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates;
Mutilated, Destroyed, Lost or Stolen Right Certificates.........................................6
Section 7. Exercise of Rights: Purchase Price; Expiration Date of Rights...................................7
Section 8. Cancellation and Destruction of Right Certificates..............................................8
Section 9. Availability of Preferred Shares................................................................8
Section 10. Preferred Shares Record Date....................................................................9
Section 11. Adjustment of Purchase Price, Number of Shares or Number of Rights..............................9
Section 12. Certificate of Adjustments.....................................................................14
Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power...........................15
Section 14. Fractional Rights and Fractional Shares........................................................15
Section 15. Rights of Action...............................................................................16
Section 16. Agreement of Right Holders.....................................................................16
Section 17. Right Certificate Holder Not Deemed a Stockholder..............................................17
Section 18. Concerning the Rights Agent....................................................................17
Section 19. Merger or Consolidation or Change of Name of Rights Agent......................................17
Section 20. Duties of Rights Agent.........................................................................18
Section 21. Change of Rights Agent.........................................................................20
Section 22. Issuance of New Right Certificates.............................................................20
Section 23. Redemption.....................................................................................20
</TABLE>
i
<PAGE> 3
<TABLE>
<S> <C> <C>
Section 24. Exchange.......................................................................................21
Section 25. Notice of Certain Events.......................................................................22
Section 26. Notices........................................................................................23
Section 27. Supplements and Amendments.....................................................................23
Section 28. Successors.....................................................................................23
Section 29. Benefits of this Rights Agreement..............................................................24
Section 30. Severability...................................................................................24
Section 31. Governing Law..................................................................................24
Section 32. Counterparts...................................................................................24
Section 33. Descriptive Headings...........................................................................24
EXHIBIT A
Section 1. Designation and Amount......................................................................A-1
Section 2. Dividends and Distributions.................................................................A-2
Section 3. Voting Rights...............................................................................A-3
Section 4. Certain Restrictions........................................................................A-3
Section 5. Reacquired Shares...........................................................................A-4
Section 6. Liquidation, Dissolution or Winding Up......................................................A-4
Section 7. Consolidation, Merger, etc..................................................................A-5
Section 8. No Redemption...............................................................................A-5
Section 9. Rank........................................................................................A-5
Section 10. Amendment...................................................................................A-5
EXHIBIT B
</TABLE>
ii
<PAGE> 4
Agreement, dated as of ______________, 1999, between TELEDYNE
TECHNOLOGIES INCORPORATED, a Delaware corporation (the "Company"), and
CHASEMELLON SHAREHOLDER SERVICES, L.L.C., a limited liability company (the
"Rights Agent").
The Board of Directors of the Company has authorized and declared a
dividend of one preferred share purchase right (a "Right") for each Common Share
(as hereinafter defined) of the Company to be distributed in the distribution of
Common Shares of the Company (the "Spin-Off") by Allegheny Teledyne
Incorporated, a Delaware corporation ("ATI"), to ATI's stockholders, each Right
representing the right to purchase one one-hundredth of a Preferred Share (as
hereinafter defined) upon the terms and subject to the conditions herein set
forth, and has further authorized and directed the issuance of one Right with
respect to each Common Share of the Company that shall become outstanding
between the effective date of the Spin-Off (the "Record Date") and the earliest
of the Distribution Date, the Redemption Date and the Final Expiration Date (as
such terms are hereinafter defined).
Accordingly, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
Section 1. Definitions. For purposes of this Rights Agreement, the
following terms have the meanings indicated:
"Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall be the Beneficial Owner of
15 % or more of the Common Shares of the Company then outstanding, but shall not
include the Company, any Subsidiary of the Company, any employee benefit plan of
the Company or any Subsidiary of the Company or ATI, any entity holding Common
Shares for or pursuant to the terms of any such plan. Notwithstanding the
foregoing, no Person shall become an "Acquiring Person" as the result of an
acquisition of Common Shares of the Company by the Company which, by reducing
the number of shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 15 % or more of the Common Shares then
outstanding; provided, however, that if a Person shall become the Beneficial
Owner of 15 % or more of the Common Shares then outstanding by reason of share
purchases by the Company and shall, after such share purchases by the Company,
become the Beneficial Owner of any additional Common Shares, then such Person
shall be deemed to be an "Acquiring Person." Notwithstanding the foregoing, if
the Board of Directors of the Company determines in good faith that a Person who
would otherwise be an "Acquiring Person," as defined pursuant to the foregoing
provisions of this Section 1(a), has become such inadvertently, and such Person
divests as promptly as practicable a sufficient number of Common Shares so that
such Person would no longer be an "Acquiring Person," as defined pursuant to the
foregoing provisions of this Section 1(a), then such Person shall not be deemed
to be an "Acquiring Person" for any purposes of this Rights Agreement.
Notwithstanding the foregoing provisions of this Section 1(a), ATI shall not be
deemed to be an Acquiring Person by virtue of its ownership of capital stock of
the Company prior to the Spin-Off.
<PAGE> 5
(b) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Exchange Act, as in effect on the date of this Rights Agreement.
(c) A Person shall be deemed the "Beneficial Owner" of and shall
be deemed to "beneficially own" any Securities:
(i) that such Person or any of such Person's Affiliates or Associates
beneficially owns, directly or indirectly;
(ii) that such Person or any of such Person's Affiliates or
Associates has (A) the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding (other than customary agreements with and between
underwriters and selling group members with respect to a bona fide public
offering of Securities), upon the exercise of conversion rights, exchange
rights, rights (other than these Rights), warrants or options, or otherwise;
provided, however, that a Person shall not be deemed the Beneficial Owner of, or
to beneficially own, Securities tendered pursuant to a tender or exchange offer
made by or on behalf of such Person or any of such Person's Affiliates or
Associates until such tendered Securities are accepted for purchase or exchange;
or (B) the right to vote pursuant to any agreement, arrangement or
understanding; provided, however, that a Person shall not be deemed the
Beneficial Owner of, or to beneficially own, any Security if the agreement,
arrangement or understanding to vote such Security (1) arises solely from a
revocable proxy or consent given to such Person in response to a public proxy or
consent solicitation made pursuant to, and in accordance with, the applicable
rules and regulations promulgated under the Exchange Act and (2) is not also
then reportable on Schedule 13D under the Exchange Act (or any comparable or
successor report); or
(iii) that are beneficially owned, directly or indirectly, by any
other Person with which such Person or any of such Person's Affiliates or
Associates has any agreement, arrangement or understanding (other than customary
agreements with and between underwriters and selling group members with respect
to a bona fide public offering of Securities) for the purpose of holding,
acquiring, voting (except to the extent contemplated by the provisos to Section
l(c)(ii)) or disposing of any Securities of the Company.
Notwithstanding anything in this definition of Beneficial Ownership to
the contrary, the phrase "then outstanding," when used with reference to a
Person's Beneficial Ownership of Securities of the Company, shall mean the
number of such Securities then issued and outstanding together with the number
of such Securities not then actually issued and outstanding which such Person
would be deemed to own beneficially hereunder.
(d) "Business Day" shall mean any day other than a Saturday, a
Sunday or a day on which banking institutions in the State of California and/or
the State of New York are authorized or obligated by law or executive order to
close.
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<PAGE> 6
(e) "Close of business" on any given date shall mean 5:00 P.M.,
Eastern time, on such date; provided, however, that if such date is not a
Business Day it shall mean 5:00 P.M., Eastern time, on the next succeeding
Business Day.
(f) "Common Shares" when used with reference to the Company shall
mean the shares of common stock, par value $.01 per share, of the Company.
"Common Shares" when used with reference to any Person other than the Company
shall mean the capital stock (or equity interest) with the greatest voting power
of such other Person or, if such other Person is a Subsidiary of another Person,
the Person that ultimately controls such first-mentioned Person.
(g) "Company" shall have the meaning set forth in the preamble hereof.
(h) "Current per share market price" shall have the meaning set
forth in Section 11(d).
(i) "Distribution Date" shall have the meaning set forth in Section 3.
(j) "Equivalent preferred shares" shall have the meaning set forth in
Section 11(b).
(k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(l) "Exchange Ratio" shall have the meaning set forth in Section 24(a).
(m) "Final Expiration Date" shall have the meaning set forth in Section
7(a).
(n) "Person" shall mean any individual, firm, corporation or other
entity, and shall include any successor (by merger or otherwise) of such entity.
(o) "Preferred Shares" shall mean shares of Series A Junior
Participating Preferred Stock, par value $.01 per share, of the Company having
the rights and preferences set forth in the form of Certificate of Designations
attached to this Rights Agreement as Exhibit A.
(p) "Purchase Price" shall have the meaning set forth in Section 4.
(q) "Record Date" shall have the meaning set forth in the second
paragraph hereof.
(r) "Redemption Date" shall have the meaning set forth in Section 7(a).
(s) "Redemption Price" shall have the meaning set forth in Section
23(a).
(t) "Right" shall have the meaning set forth in the second paragraph
hereof.
(u) "Right Certificate" shall have the meaning set forth in Section
3(a).
(v) "Rights Agent" shall have the meaning set forth in the preamble
hereof.
(w) "Security" shall have the meaning set forth in Section 3(a)(10) of
the Exchange Act.
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<PAGE> 7
(x) "Shares Acquisition Date" shall mean the first date of public
announcement by the Company or an Acquiring Person that an Acquiring Person has
become such.
(y) "Subsidiary" of any Person shall mean any corporation or other
entity of which a majority of the voting power of the voting equity securities
or equity interests is owned, directly or indirectly, by such Person.
(z) "Summary of Rights" shall have the meaning set forth in Section
3(b).
(aa) "Trading Day" shall have the meaning set forth in Section 11(d).
Section 2. Appointment of Rights Agent. The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights (who,
in accordance with Section 3, shall prior to the Distribution Date also be the
holders of the Common Shares of the Company) in accordance with the terms and
conditions hereof, and the Rights Agent hereby accepts such appointment. The
Company may from time to time appoint such co-Rights Agents as it may deem
necessary or desirable.
Section 3. Issue of Right Certificates. (a) Until the earlier of (i)
the Shares Acquisition Date or (ii) the tenth business day (or such later date
as may be determined by action of the Board of Directors prior to such time as
any Person becomes an Acquiring Person) after the date of the commencement or
the announcement of an intention to commence by any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan of the Company
or of any Subsidiary of the Company or any entity holding Common Shares for or
pursuant to the terms of any such plan) of a tender or exchange offer the
consummation of which would result in any Person becoming the Beneficial Owner
of Common Shares of the Company aggregating 15% or more of the then outstanding
Common Shares (including any such date which is after the date of this Rights
Agreement and prior to the issuance of the Rights; the earlier of such dates
being herein referred to as the "Distribution Date"), (x) the Rights will be
evidenced (subject to the provisions of Section 3(b)) by the certificates for
Common Shares registered in the names of the holders thereof (which certificates
shall also be deemed to be Right Certificates) and not by separate Right
Certificates, and (y) the right to receive Right Certificates will be
transferable only in connection with the transfer of Common Shares. As soon as
practicable after the Distribution Date, the Company will prepare and execute,
the Rights Agent will countersign, and the Company will send or cause to be sent
(and the Rights Agent will, if requested, send) by first-class, insured,
postage-prepaid mail, to each record holder of Common Shares as of the close of
business on the Distribution Date at the address of such holder shown on the
records of the Company a Right Certificate, in substantially the form of Exhibit
B hereto, evidencing one Right for each Common Share so held (a "Right
Certificate"). As of the Distribution Date, the Rights will be evidenced solely
by such Right Certificates.
(b) Until the Distribution Date (or the earlier of the Redemption
Date or the Final Expiration Date), the surrender for transfer of any
certificate for Common Shares outstanding on the Record Date shall also
constitute the transfer of the Rights associated with the Common Shares
represented thereby.
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<PAGE> 8
(c) Until the earliest of the Distribution Date, the Redemption
Date or the Final Expiration Date, certificates for Common Shares shall have
impressed on, printed on, written on or otherwise affixed to them the following
legend:
This certificate also evidences and entitles the holder hereof to
certain rights as set forth in a Rights Agreement between Teledyne Technologies
Incorporated and ChaseMellon Shareholder Services, L.L.C., dated as of
______________, 1999, as amended from time to time (as so amended, the "Rights
Agreement"), the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal executive offices of Teledyne
Technologies Incorporated. Under certain circumstances, as set forth in the
Rights Agreement, such Rights will be evidenced by separate certificates and
will no longer be evidenced by this certificate. Teledyne Technologies
Incorporated will mail to the holder of this certificate a copy of the Rights
Agreement without charge after receipt of a written request therefor. Under
certain circumstances, as set forth in the Rights Agreement, Rights issued to
any Person who becomes an Acquiring Person (as defined in the Rights Agreement)
may become null and void.
With respect to the certificates containing the foregoing legend, until
the Distribution Date the Rights associated with the Common Shares represented
by such certificates shall be evidenced by such certificates alone, and the
surrender for transfer of any such certificate shall also constitute the
transfer of the Rights associated with the Common Shares represented thereby.
(d) Until the earliest of the Distribution Date, the Redemption
Date or the Final Expiration Date, confirmations and account statements sent to
holders of Common Shares in book-entry form and initial transaction statements
relating to the registration, pledge or release from pledge of Common Shares in
uncertificated form shall have impressed on, printed on, written on or otherwise
affixed to them substantially the following legend:
The shares of the Common Stock, par value $.01 per share, of Teledyne
Technologies Incorporated, to which this statement relates also evidence and
entitle the holder thereof to certain Rights as set forth in a Rights Agreement
between Teledyne Technologies Incorporated and ChaseMellon Shareholder Services,
L.L.C., dated as of __________, 1999 (the "Rights Agreement"), the terms of
which are hereby incorporated herein by reference and a copy of which is on file
at the principal executive offices of Teledyne Technologies Incorporated. Under
certain circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by the shares
to which this statement relates. Teledyne Technologies Incorporated will mail to
the holder of the shares to which this statement relates and any registered
pledgee of uncertificated shares a copy of the Rights Agreement without charge
after receipt of a written request therefor. Under certain circumstances, as set
forth in the Rights Agreement, Rights issued to any Person who becomes an
Acquiring Person (as defined in the Rights Agreement) may become null and void.
With respect to Common Shares in book-entry form for which there has
been sent a confirmation or account statement and Common Shares in
uncertificated form for which there has been sent an initial transaction
statement containing the foregoing legend, until the Distribution Date, the
rights associated with such Common Shares shall be evidenced by such Common
Shares alone, and the registration of transfer or pledge, or the release from
pledge, of
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<PAGE> 9
any such Common Shares shall also constitute the registration of transfer or
pledge, or the release from pledge, as the case may be, of the rights associated
with such Common Shares.
(e) In the event that the Company purchases or acquires any Common
Shares after the Record Date but prior to the Distribution Date, any Rights
associated with such Common Shares shall be deemed cancelled and retired so that
the Company shall not be entitled to exercise any Rights associated with Common
Shares that are no longer outstanding.
Section 4. Form of Right Certificates. The Right Certificates (and the
forms of election to purchase Preferred Shares and of assignment to be printed
on the reverse thereof) shall be substantially the same as Exhibit B hereto and
may have such marks of identification or designation and such legends, summaries
or endorsements printed thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Rights Agreement or as may be
required to comply with any applicable law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange or
automated quotation system on which the Rights may from time to time be listed
or to conform to usage. Subject to the provisions of Section 22, the Right
Certificates shall entitle the holders thereof to purchase such number of one
one-hundredths of a Preferred Share as shall be set forth therein at the price
per one one-hundredth of a Preferred Share set forth therein (the "Purchase
Price"), but the number of such one one-hundredths of a Preferred Share and the
Purchase Price shall be subject to adjustment as provided herein.
Section 5. Countersignature and Registration. The Right Certificates
shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, any of its Vice Presidents, or its
Treasurer, either manually or by facsimile signature, shall have affixed thereto
the Company's seal or a facsimile thereof, and shall be attested by the
Secretary or an Assistant Secretary of the Company, either manually or by
facsimile signature. The Right Certificates shall be manually countersigned by
the Rights Agent and shall not be valid for any purpose unless countersigned. In
case any officer of the Company who shall have signed any of the Right
Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company,
such Right Certificates nevertheless may be countersigned by the Rights Agent
and issued and delivered by the Company with the same force and effect as though
the person who signed such Right Certificates had not ceased to be such officer
of the Company; and any Right Certificate may be signed on behalf of the Company
by any person who, at the actual date of the execution of such Right
Certificate, shall be a proper officer of the Company to sign such Right
Certificate, although at the date of execution of this Rights Agreement any such
person was not such an officer.
Following the Distribution Date, the Rights Agent will keep or cause to
be kept, at its principal office, books for registration and transfer of the
Right Certificates issued hereunder. Such books shall show the names and
addresses of the holders of the Right Certificates, the number of Rights
evidenced on its face by each of the Right Certificates and the date of each of
the Right Certificates.
Section 6. Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. Subject
to the provisions of Section 14,
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<PAGE> 10
at any time after the close of business on the Distribution Date and at or prior
to the close of business on the earlier of the Redemption Date or the Final
Expiration Date, any Right Certificate or Right Certificates (other than Right
Certificates representing Rights that have become void pursuant to Section
11(a)(ii) or that have been exchanged pursuant to Section 24) may be
transferred, split up, combined or exchanged for another Right Certificate or
Right Certificates, entitling the registered holder to purchase a like number of
one one-hundredths of a Preferred Share as the Right Certificate or Right
Certificates surrendered then entitled such holder to purchase. Any registered
holder desiring to transfer, split up, combine or exchange any Right Certificate
or Right Certificates shall make such request in writing delivered to the Rights
Agent and shall surrender the Right Certificate or Right Certificates to be
transferred, split up, combined or exchanged at the principal office of the
Rights Agent. Thereupon the Rights Agent shall countersign and deliver to the
person entitled thereto a Right Certificate or Right Certificates, as the case
may be, as so requested. The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Right Certificates.
Upon receipt by the Company and the Rights Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Right
Certificate and, in case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to them and, at the Company's request, reimbursement to
the Company and the Rights Agent of all reasonable expenses incidental thereto
and upon surrender to the Rights Agent and cancellation of the Right Certificate
if mutilated, the Company will make and deliver a new Right Certificate of like
tenor to the Rights Agent for delivery to the registered holder in lieu of the
Right Certificate so lost, stolen, destroyed or mutilated.
Section 7. Exercise of Rights: Purchase Price; Expiration Date of
Rights. (a) The registered holder of any Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein) in whole or in
part at any time after the Distribution Date upon surrender of the Right
Certificate, with the form of election to purchase on the reverse side thereof
duly executed, to the Rights Agent at the principal office of the Rights Agent,
together with payment of the Purchase Price for each one one-hundredth of a
Preferred Share as to which Rights are being exercised, at or prior to the
earliest of (i) the close of business on ___________, 2009 (the "Final
Expiration Date"), (ii) the time at which the Rights are to be redeemed as
provided in Section 23 (the "Redemption Date"), or (iii) the time at which such
Rights are to be exchanged as provided in Section 24.
(b) The Purchase Price for each one one-hundredth of a Preferred
Share purchasable pursuant to the exercise of a Right shall initially be
$______, shall be subject to adjustment from time to time as provided in Section
11 or 13, and shall be payable in lawful money of the United States of America
in accordance with Section 7 (c).
(c) Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase duly executed, accompanied by
payment of the Purchase Price for the shares to be purchased and an amount equal
to any applicable transfer tax required to be paid by the holder of such Right
Certificate in accordance with Section 9 by certified check, cashier's check or
money order payable to the order of the Company, the Rights Agent shall
thereupon
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<PAGE> 11
promptly (i) (A) requisition from any transfer agent of the Preferred Shares
certificates for the number of Preferred Shares to be purchased and the Company
hereby authorizes such transfer agent to comply with all such requests or (B)
requisition from the depositary agent depositary receipts representing such
number of one one-hundredths of a Preferred Share as are to be purchased (in
which case certificates for the Preferred Shares represented by such receipts
shall be deposited by the transfer agent with the depositary agent) and the
Company hereby directs the depositary agent to comply with such request, (ii)
when appropriate, requisition from the Company the amount of cash to be paid in
lieu of issuance of fractional shares in accordance with Section 14, (iii)
promptly after receipt of such certificates or depositary receipts, cause the
same to be delivered to or upon the order of the registered holder of such Right
Certificate, registered in such name or names as may be designated by such
holder, and (iv) when appropriate, after receipt, promptly deliver such cash to
or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall
exercise less than all the Rights evidenced thereby, a new Right Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued
by the Rights Agent to the registered holder of such Right Certificate or to his
duly authorized assigns, subject to the provisions of Section 14.
Section 8. Cancellation and Destruction of Right Certificates. All
Right Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
agents, be delivered to the Rights Agent for cancellation or in cancelled form,
or, if surrendered to the Rights Agent, shall be cancelled by it, and no Right
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Rights Agreement. The Company shall deliver to the
Rights Agent for cancellation and retirement and the Rights Agent shall so
cancel and retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
all cancelled Right Certificates to the Company or shall, at the written request
of the Company, destroy such cancelled Right Certificates and in such case shall
deliver a certificate of destruction thereof to the Company.
Section 9. Availability of Preferred Shares. The Company covenants and
agrees that it will cause to be reserved and kept available out of its
authorized and unissued Preferred Shares or any Preferred Shares held in its
treasury the number of Preferred Shares that will be sufficient to permit the
exercise in full of all outstanding Rights in accordance with Section 7. The
Company covenants and agrees that it will take all such action as may be
necessary to ensure that all Preferred Shares delivered upon exercise of Rights
shall, at the time of delivery of the certificates for such Preferred Shares
(subject to payment of the Purchase Price), be duly and validly authorized and
issued and fully paid and nonassessable shares.
The Company further covenants and agrees that it will pay when due and
payable any and all federal and state transfer taxes and charges which may be
payable in respect of the issuance or delivery of the Right Certificates or of
any Preferred Shares upon the exercise of Rights. The Company shall not,
however, be required to pay any transfer tax which may be payable in respect of
any transfer or delivery of Right Certificates to a person other than, or any
issuance or delivery of certificates or depositary receipts for Preferred Shares
in a name other than that of, the
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<PAGE> 12
registered holder of the Right Certificate evidencing the Rights surrendered for
exercise or to issue or to deliver any certificates or depositary receipts for
Preferred Shares upon the exercise of any Rights until any such tax shall have
been paid (any such tax being payable by the holder of such Right Certificate at
the time of surrender) or until it has been established to the Company's
reasonable satisfaction that no such tax is due.
Section 10. Preferred Shares Record Date. Each person in whose name any
certificate for Preferred Shares is issued upon an exercise of Rights shall for
all purposes be deemed to have become the holder of record of the Preferred
Shares represented thereby on, and such certificate shall be dated, the date
upon which the Right Certificate evidencing such Rights was duly surrendered and
payment of the Purchase Price (and any applicable transfer taxes) was made;
provided, however, that if the date of such surrender and payment is a date upon
which the Preferred Share transfer books of the Company are closed, such person
shall be deemed to have become the record holder of such shares on and such
certificate shall be dated the next succeeding Business Day on which the
Preferred Share transfer books of the Company are open. Prior to the exercise of
the Rights evidenced thereby, the holder of a Right Certificate shall not be
entitled to any rights of a holder of the Preferred Shares for which such Rights
shall be exercisable, including, without limitation, the right to vote, to
receive dividends or other distributions or to exercise any preemptive rights,
and shall not be entitled to receive any notice of any proceedings of the
Company except as provided herein.
Section 11. Adjustment of Purchase Price, Number of Shares or Number of
Rights. The Purchase Price, the number of Preferred Shares covered by each Right
and the number of Rights outstanding are subject to adjustment from time to time
as provided in this Section 11.
(a) (i) In the event that the Company shall at any time after the date
of this Rights Agreement (A) declare a dividend on the Preferred Shares payable
in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine
the outstanding Preferred Shares into a smaller number of Preferred Shares or
(D) issue any shares of its capital stock in a reclassification of the Preferred
Shares (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing or surviving corporation),
except as otherwise provided in this Section 11(a), the Purchase Price in effect
at the time of the record date for such dividend or of the effective date of
such subdivision, combination or reclassification and the number and kind of
shares of capital stock issuable on such date shall be proportionately adjusted
so that the holder of any Right exercised after such time shall be entitled to
receive the aggregate number and kind of shares of capital stock which, if such
Right had been exercised immediately prior to such date and at a time when the
Preferred Share transfer books of the Company were open, he would have owned
upon such exercise and been entitled to receive by virtue of such dividend,
subdivision, combination or reclassification; provided, however, that in no
event shall the consideration to be paid upon the exercise of one Right be less
than the aggregate par value of the shares of capital stock of the Company
issuable upon exercise of one Right.
(ii) Subject to Section 24, in the event that any Person becomes an
Acquiring Person, each holder of a Right shall thereafter have a right to
receive, upon exercise thereof at a price equal to the then-current Purchase
Price multiplied by the number of one one-hundredths of a
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<PAGE> 13
Preferred Share for which a Right is then exercisable, in accordance with the
terms of this Rights Agreement and in lieu of Preferred Shares, such number of
Common Shares of the Company as shall equal the result obtained by (A)
multiplying the then-current Purchase Price by the number of one one-hundredths
of a Preferred Share for which a Right is then exercisable and dividing that
product by (B) 50% of the current per share market price of the Common Shares
(determined pursuant to Section 11(d)) on the date of such event. In the event
that any Person shall become an Acquiring Person and the Rights shall then be
outstanding, the Company shall not take any action which would eliminate or
diminish the benefits intended to be afforded by the Rights.
From and after the occurrence of such event, any Rights that are or
were acquired or beneficially owned by any Acquiring Person (or any Associate or
Affiliate of such Acquiring Person) shall be void and any holder of such Rights
shall thereafter have no right to exercise such Rights under any provision of
this Rights Agreement. No Right Certificate shall be issued pursuant to Section
3 to represent Rights beneficially owned by an Acquiring Person or any Associate
or Affiliate thereof whose Rights have become void pursuant to the preceding
sentence; no Right Certificate shall be issued at any time for the transfer of
any Rights to an Acquiring Person or any Associate or Affiliate thereof or to
any nominee of such Acquiring Person, Associate or Affiliate as such Rights
would be void pursuant to the preceding sentence; and any Right Certificate
delivered to the Rights Agent for transfer to an Acquiring Person shall be
canceled.
(iii) In the event that there shall not be sufficient Common Shares
issued but not outstanding or authorized but unissued to permit the exercise in
full of the Rights in accordance with the foregoing subparagraph (ii), the
Company shall take all such action as may be necessary to authorize additional
Common Shares for issuance upon exercise of the Rights. In the event the Company
shall, after good faith effort, be unable to take all such action as may be
necessary to authorize such additional Common Shares, the Company shall
substitute, for each Common Share that would otherwise be issuable upon exercise
of a Right, a number of Preferred Shares or fraction thereof such that the
product of the current per share market price of one Preferred Share multiplied
by such number or fraction is equal to the current per share market price of one
Common Share as of the date of issuance of such Preferred Shares or fraction
thereof.
(b) In case the Company shall fix a record date for the issuance
of rights, options or warrants to all holders of Preferred Shares entitling them
(for a period expiring within 45 calendar days after such record date) to
subscribe for or purchase Preferred Shares (or shares having the same rights,
privileges and preferences as the Preferred Shares ("equivalent preferred
shares")) or Securities convertible into or exchangeable for Preferred Shares or
equivalent preferred shares at a price per Preferred Share or equivalent
preferred share (or having a conversion or exchange price per share, if a
Security convertible into or exchangeable for Preferred Shares or equivalent
preferred shares) less than the then-current per share market price of the
Preferred Shares on such record date, the Purchase Price to be in effect after
such record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the number of Preferred Shares outstanding on such record date plus the
number of Preferred Shares which the aggregate offering price of the total
number of Preferred Shares and/or equivalent preferred shares so to be offered
(and/or the aggregate initial conversion or exchange price of the convertible or
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<PAGE> 14
exchangeable Securities so to be offered) would purchase at such current market
price and the denominator of which shall be the number of Preferred Shares
outstanding on such record date plus the number of additional Preferred Shares
and/or equivalent preferred shares to be offered for subscription or purchase
(or into or for which the convertible or exchangeable Securities so to be
offered are initially convertible or exchangeable); provided, however, that in
no event shall the consideration to be paid upon the exercise of one Right be
less than the aggregate par value of the shares of capital stock of the Company
issuable upon exercise of one Right. In case such subscription price may be paid
in a consideration part or all of which shall be in a form other than cash, the
value of such consideration shall be as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent. Preferred Shares owned by or held for the account
of the Company shall not be deemed outstanding for the purpose of any such
computation. Such adjustment shall be made successively whenever such a record
date is fixed; and in the event that such rights, options or warrants are not so
issued, the Purchase Price shall be adjusted to be the Purchase Price which
would then be in effect if such record date had not been fixed.
(c) In case the Company shall fix a record date for making a
distribution to all holders of the Preferred Shares (including any such
distribution to be made in connection with a consolidation or merger in which
the Company is the continuing or surviving corporation) of assets or evidences
of indebtedness (other than a regular quarterly cash dividend or a dividend
payable in Preferred Shares) or subscription rights or warrants (excluding those
referred to in Section 11(b)), the Purchase Price to be in effect after such
record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the then-current per share market price of the Preferred Shares on such
record date, less the fair market value (as determined in good faith by the
Board of Directors of the Company, whose determination shall be described in a
statement filed with the Rights Agent) of the portion of the assets or evidences
of indebtedness so to be distributed or of such subscription rights or warrants
applicable to one Preferred Share, and the denominator of which shall be such
current per share market price of the Preferred Shares; provided, however, that
in no event shall the consideration to be paid upon the exercise of one Right be
less than the aggregate par value of the shares of capital stock of the Company
to be issued upon exercise of one Right. Such adjustments shall be made
successively whenever such a record date is fixed; and in the event that such
distribution is not so made, the Purchase Price shall again be adjusted to be
the Purchase Price which would then be in effect if such record date had not
been fixed.
(d) (i) For the purpose of any computation hereunder, the "current per
share market price" of any Security on any date shall be deemed to be the
average of the daily closing prices per share or other unit of such Security for
the 30 consecutive Trading Days immediately prior to such date; provided,
however, that in the event that the current per share market price of a Security
is to be determined for any date during a period that follows the announcement
by the issuer of such Security of (A) a dividend or distribution on such
Security payable in shares or other units of such Security or Securities
convertible into or exchangeable for such shares or other units of such
Security, or (B) any subdivision, combination or reclassification of such
Security and does not end prior to the expiration of 30 Trading Days after the
ex-dividend date for such dividend or distribution or the record date for such
subdivision, combination or reclassification, then, and in each such case, the
current per share market price shall be
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<PAGE> 15
appropriately adjusted to reflect such dividend, distribution, subdivision,
combination or reclassification. The closing price of a Security for any Trading
Day shall be the last sale price, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked prices, regular way,
in either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the New York
Stock Exchange or, if such Security is not listed or admitted to trading on the
New York Stock Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to trading on the
principal national securities exchange on which such Security is listed or
admitted to trading or, if such Security is not listed or admitted to trading on
any national securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market,
as reported by the National Association of Securities Dealers, Inc. Automated
Quotations System ("NASDAQ") or such other system then in use, or, if on any
such Trading Day such Security is not reported by any such system, the average
of the closing bid and asked prices as furnished by a professional market maker
making a market in such Security selected by the Board of Directors of the
Company. The term "Trading Day" for any Security shall mean a day on which the
principal national securities exchange on which such Security is listed or
admitted to trading is open for the transaction of business or, if such Security
is not listed or admitted to trading on any national securities exchange, a
Business Day.
(ii) For the purpose of any computation hereunder, the current per
share market price of the Preferred Shares shall be determined in accordance
with the method set forth in Section 11(d)(i) if possible. If the Preferred
Shares are not publicly traded, the current per share market price of the
Preferred Shares shall be conclusively deemed to be the current per share market
price of the Common Shares as determined pursuant to Section 11(d)(i) multiplied
by one hundred (appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof). If neither the
Common Shares nor the Preferred Shares are publicly held or listed or traded,
current per share market price shall mean the fair value per share as determined
in good faith by the Board of Directors of the Company, whose determination
shall be described in a statement filed with the Rights Agent.
(e) No adjustment in the Purchase Price shall be required unless
such adjustment would require an increase or decrease of at least 1% in the
Purchase Price; provided, however, that any adjustments which by reason of this
Section 11(e) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section
11 shall be made to the nearest cent or to the nearest one one-millionth of a
Preferred Share or one ten-thousandth of any other Security, as the case may be.
Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
years from the date of the transaction which requires such adjustment or (ii)
the date of the expiration of the right to exercise any Rights.
(f) If, as a result of an adjustment made pursuant to Section
11(a), the holder of any Right thereafter exercised shall become entitled to
receive any shares of capital stock of the Company other than Preferred Shares,
then the number of such other shares so receivable upon exercise of any Right
shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the Preferred
Shares
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<PAGE> 16
contained in Section 11(a) through (c) inclusive, and the provisions of Sections
7, 9, 10 and 13 with respect to the Preferred Shares shall apply on like terms
to any such other shares.
(g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of one one-hundredths of a
Preferred Share purchasable from time to time hereunder upon exercise of the
Rights, all subject to further adjustment as provided herein.
(h) Unless the Company shall have exercised the option provided in
Section 11(i), upon each adjustment of the Purchase Price as a result of any
calculation made pursuant to Section 11(b) or (c), each Right outstanding
immediately prior to the making of such adjustment shall thereafter evidence the
right to purchase, at the adjusted Purchase Price, that number of one
one-hundredths of a Preferred Share (calculated to the nearest one one-millionth
of a Preferred Share) obtained by (i) multiplying (A) the number of one
one-hundredths of a share covered by a Right immediately prior to this
adjustment by (B) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price and (ii) dividing the product so obtained by
the Purchase Price in effect immediately after such adjustment of the Purchase
Price.
(i) The Company may elect on or after the date of any adjustment
of the Purchase Price to adjust the number of Rights, in substitution for any
adjustment in the number of one one-hundredths of a Preferred Share purchasable
upon the exercise of a Right. Each of the Rights outstanding after such
adjustment of the number of Rights shall be exercisable for the number of one
one-hundredths of a Preferred Share for which a Right was exercisable
immediately prior to such adjustment. Each Right held of record prior to such
adjustment of the number of Rights shall become that number of Rights
(calculated to the nearest one ten-thousandth) obtained by dividing the Purchase
Price in effect immediately prior to adjustment of the Purchase Price by the
Purchase Price in effect immediately after adjustment of the Purchase Price. The
Company shall make a public announcement of its election to adjust the number of
Rights, indicating the record date for the adjustment, and, if known at the
time, the amount of the adjustment to be made. This record date may be the date
on which the Purchase Price is adjusted or any day thereafter, but, if Right
Certificates have been issued, shall be at least 10 days later than the date of
the public announcement. If Right Certificates have been issued, upon each
adjustment of the number of Rights pursuant to this Section 11(i), the Company
shall, as promptly as practicable, cause to be distributed to holders of record
of Right Certificates on such record date Right Certificates evidencing, subject
to Section 14, the additional Rights to which such holders shall be entitled as
a result of such adjustment, or, at the option of the Company, shall cause to be
distributed to such holders of record in substitution and replacement for the
Right Certificates held by such holders prior to the date of adjustment and,
upon surrender thereof, if required by the Company, new Right Certificates
evidencing all the Rights to which such holders shall be entitled after such
adjustment. Right Certificates so to be distributed shall be issued, executed
and countersigned in the manner provided for herein and shall be registered in
the names of the holders of record of Right Certificates on the record date
specified in the public announcement.
(j) Irrespective of any adjustment or change in the Purchase Price
or the number of one one-hundredths of a Preferred Share issuable upon exercise
of the Rights, the Right Certificates theretofore and thereafter issued may
continue to express the Purchase Price and the
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<PAGE> 17
number of one one-hundredths of a Preferred Share which were expressed in the
initial Right Certificates issued hereunder.
(k) Before taking any action that would cause an adjustment
reducing the Purchase Price below one one-hundredth of the then par value, if
any, of the Preferred Shares issuable upon exercise of the Rights, the Company
shall take any corporate action which may, in the opinion of its counsel, be
necessary in order that the Company may validly and legally issue fully paid and
nonassessable Preferred Shares at such adjusted Purchase Price.
(l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer, until the occurrence of such
event, issuing to the holder of any Right exercised after such record date the
Preferred Shares and other Securities of the Company, if any, issuable upon such
exercise over and above the Preferred Shares and other Securities of the
Company, if any, issuable upon such exercise on the basis of the Purchase Price
in effect prior to such adjustment; provided, however, that the Company shall
deliver to such holder a due bill or other appropriate instrument evidencing
such holder's right to receive such additional shares or Securities upon the
occurrence of the event requiring such adjustment.
(m) Anything in this Section 11 to the contrary notwithstanding,
the Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that it in its sole discretion shall determine to be advisable in
order that any consolidation or subdivision of the Preferred Shares or issuance
wholly for cash of Preferred Shares or Securities which by their terms are
convertible into or exchangeable for Preferred Shares, of dividends on Preferred
Shares payable in Preferred Shares or of rights, options or warrants referred to
in Section 11(b) hereafter made by the Company to holders of its Preferred
Shares shall not be taxable to such stockholders.
(n) In the event that at any time after the Record Date and prior
to the Distribution Date, the Company shall (i) pay any dividend on the Common
Shares payable in Common Shares or (ii) effect a subdivision, combination or
consolidation of the Common Shares (by reclassification or otherwise than by
payment of dividends in Common Shares) into a greater or lesser number of Common
Shares, then in any such case (A) the number of one one-hundredths of a
Preferred Share purchasable after such event upon proper exercise of each Right
shall be determined by multiplying the number of one one-hundredths of a
Preferred Share so purchasable immediately prior to such event by a fraction,
the numerator of which is the number of Common Shares outstanding immediately
before such event and the denominator of which is the number of Common Shares
outstanding immediately after such event, and (B) each Common Share outstanding
immediately after such event shall have issued with respect to it that number of
Rights which each Common Share outstanding immediately prior to such event had
issued with respect to it. The adjustments provided for in this Section 11(n)
shall be made successively whenever such a dividend is paid or such a
subdivision, combination or consolidation is effected.
Section 12. Certificate of Adjustments. Whenever an adjustment is made
as provided in Section 11 or 13, the Company shall promptly (a) prepare a
certificate setting forth such adjustment and a brief statement of the facts
accounting for such adjustment, (b) file with the
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<PAGE> 18
Rights Agent and with each transfer agent for the Common Shares or the Preferred
Shares a copy of such certificate, and (c) mail such certificate or a brief
summary thereof to each holder of a Right Certificate in accordance with Section
25.
Section 13. Consolidation, Merger or Sale or Transfer of Assets or
Earning Power. In the event that, directly or indirectly, at any time after a
Person has become an Acquiring Person, (a) the Company shall consolidate with,
or merge with and into, any other Person, (b) any Person shall consolidate with
the Company or merge with and into the Company and the Company shall be the
continuing or surviving corporation of such merger and, in connection with such
transaction, all or part of the Common Shares shall be changed into or exchanged
for stock or other Securities of any other Person (or the Company) or cash or
any other property, or (c) the Company shall sell or otherwise transfer (or one
or more of its Subsidiaries shall sell or otherwise transfer), in one or more
transactions, assets or earning power aggregating 50% or more of the assets or
earning power of the Company and its Subsidiaries, taken as a whole, to any
Person other than the Company or one or more of its wholly owned Subsidiaries,
then, and in each such case, proper provision shall be made so that (i) each
holder of a Right (except as otherwise provided herein) shall thereafter have
the right to receive, upon exercise thereof at a price equal to the then-current
Purchase Price multiplied by the number of one one-hundredths of a Preferred
Share for which a Right is then exercisable, in accordance with the terms of
this Rights Agreement and in lieu of Preferred Shares, such number of Common
Shares of such other Person (including the Company as the successor or surviving
corporation) as shall equal the result obtained by (A) multiplying the
then-current Purchase Price by the number of one one-hundredths of a Preferred
Share for which a Right is then exercisable and dividing that product by (B) 50%
of the current per share market price of the Common Shares of such other Person
(determined pursuant to Section 11(d)) on the date of consummation of such
consolidation, merger, sale or transfer; (ii) the issuer of such Common Shares
shall thereafter be liable for and shall assume, by virtue of such
consolidation, merger, sale or transfer, all the obligations and duties of the
Company pursuant to this Rights Agreement; (iii) the term "Company" shall
thereafter be deemed to refer to such issuer; and (iv) such issuer shall take
such steps (including, but not limited to, the reservation of a sufficient
number of its Common Shares in accordance with Section 9) in connection with
such consummation as may be necessary to assure that the provisions hereof shall
thereafter be applicable, as nearly as reasonably may be, in relation to the
Common Shares thereafter deliverable upon exercise of the Rights. The Company
shall not consummate any such consolidation, merger, sale or transfer unless
prior thereto the Company and such issuer shall have executed and delivered to
the Rights Agent a supplemental agreement so providing. The Company shall not
enter into any transaction of the kind referred to in this Section 13 if at the
time of such transaction there are any rights, warrants, instruments or
securities outstanding or any agreements or arrangements which, as a result of
the consummation of such transaction, would eliminate or substantially diminish
the benefits intended to be afforded by the Rights. The provisions of this
Section 13 shall similarly apply to successive mergers, consolidations, sales
and other transfers.
Section 14. Fractional Rights and Fractional Shares. (a) The Company
shall not be required to issue fractions of Rights or to distribute Right
Certificates which evidence fractional Rights. In lieu of such fractional
Rights, there shall be paid to any registered holder of a Right Certificate with
regard to which a fractional Right would otherwise be issuable, an amount in
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<PAGE> 19
cash equal to the same fraction of the current market value of a whole Right.
For purposes of this Section 14(a), the current market value of a whole Right
shall be the closing price of the Rights on the Trading Day immediately prior to
the date on which fractional Rights would otherwise have been issuable
(determined in accordance with Section 11(d)(i)). If for any such date no
closing price of the Rights can be determined, the current market value of a
whole Right shall be its fair value on such date as determined in good faith by
the Board of Directors of the Company.
(b) The Company shall not be required to issue fractions of
Preferred Shares (other than fractions which are integral multiples of one
one-hundredth of a Preferred Share) upon exercise of the Rights or to distribute
certificates which evidence fractional Preferred Shares (other than fractions
which are integral multiples of one one-hundredth of a Preferred Share).
Fractions of Preferred Shares in integral multiples of one one-hundredth of a
Preferred Share may, at the election of the Company, be evidenced by depositary
receipts pursuant to an appropriate agreement between the Company and a
depositary selected by it; provided, that such agreement shall provide that the
holders of such depositary receipts shall have all the rights, privileges and
preferences to which they are entitled as beneficial owners of the Preferred
Shares represented by such depositary receipts. In lieu of fractional Preferred
Shares that are not integral multiples of one one-hundredth of a Preferred
Share, the Company shall pay to any registered holder of a Right Certificate at
the time Rights represented thereby are exercised as herein provided an amount
in cash equal to the same fraction of the current market value of one Preferred
Share. For purposes of this Section 14(b), the current market value of a
Preferred Share shall be the closing price of a Preferred Share on the Trading
Day immediately prior to the date of such exercise (determined in accordance
with Section 11(d)(i)).
(c) The holder of a Right by the acceptance of such Right
expressly waives his right to receive any fractional Rights or any fractional
shares upon exercise of a Right (except as provided above).
Section 15. Rights of Action. All rights of action in respect of this
Rights Agreement, excepting the rights of action given to the Rights Agent under
Section 18, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Shares); and any registered holder of any Right Certificate (or, prior to
the Distribution Date, of Common Shares), without the consent of the Rights
Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of Common Shares), may, in his own behalf and for his own
benefit, enforce and may institute and maintain any suit, action or proceeding
against the Company to enforce or otherwise act in respect of his right to
exercise the Rights evidenced by such Right Certificate in the manner provided
in such Right Certificate and in this Rights Agreement. Without limiting the
foregoing or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Rights Agreement and will be entitled to specific
performance of the obligations under and injunctive relief against actual or
threatened violations of the obligations of any Person subject to this Rights
Agreement.
Section 16. Agreement of Right Holders. Every holder of a Right, by
accepting the same, consents and agrees with the Company and the Rights Agent
and with every other holder of a Right that:
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<PAGE> 20
(a) prior to the Distribution Date, Rights will be transferable only in
connection with the transfer of the applicable Common Shares;
(b) after the Distribution Date, the Right Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the principal office of the Rights Agent, duly endorsed or accompanied by a
proper instrument of transfer; and
(c) the Company and the Rights Agent may deem and treat the person in
whose name a Right Certificate (or, prior to the Distribution Date, the
associated Common Share certificate) is registered as the absolute owner thereof
and of the Rights evidenced thereby (notwithstanding any notations of ownership
or writing on any Right Certificate or the associated Common Share certificate
made by anyone other than the Company or the Rights Agent) for all purposes
whatsoever, and neither the Company nor the Rights Agent shall be affected by
any notice to the contrary.
Section 17. Right Certificate Holder Not Deemed a Stockholder. No
holder, as such, of any Right Certificate shall be entitled to vote or receive
dividends or be deemed for any purpose the holder of the Preferred Shares or any
other Securities of the Company which may at any time be issuable on the
exercise of the Rights represented thereby, nor shall anything contained herein
or in any Right Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a stockholder of the Company,
including any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof or to give or withhold consent
to any corporate action or to receive notice of meetings or other actions
affecting stockholders (except as provided in Section 25) or to receive
dividends or subscription rights or otherwise, until the Right or Rights
evidenced by such Right Certificate shall have been exercised in accordance with
the provisions hereof.
Section 18. Concerning the Rights Agent. The Company agrees to pay to
the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the administration
and execution of this Rights Agreement and the exercise and performance of its
duties hereunder. The Company also agrees to indemnify the Rights Agent for, and
to hold it harmless against, any loss, liability or expense incurred without
negligence, bad faith or willful misconduct on the part of the Rights Agent for
anything done or omitted by the Rights Agent in connection with the acceptance
and administration of this Rights Agreement, including the costs and expenses of
defending against any claim of liability in the premises.
The Rights Agent shall be protected and shall incur no liability for or
in respect of any action taken, suffered or omitted by it in connection with its
administration of this Rights Agreement in reliance upon any Right Certificate
or certificate for the Preferred Shares or Common Shares or for other Securities
of the Company, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate,
statement, or other paper or document believed by it to be genuine and to be
signed, executed and, where necessary, verified or acknowledged by the proper
person or persons or otherwise in reliance upon the advice of counsel as set
forth in Section 20.
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<PAGE> 21
Section 19. Merger or Consolidation or Change of Name of Rights Agent.
Any corporation into which the Rights Agent or any successor Rights Agent may be
merged or with which it may be consolidated or any corporation resulting from
any merger or consolidation to which the Rights Agent or any successor Rights
Agent shall be a party or any corporation succeeding to the stock transfer or
corporate trust powers of the Rights Agent or any successor Rights Agent shall
be the successor to the Rights Agent under this Rights Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, that such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of Section 21. In
case at the time such successor Rights Agent shall succeed to the agency created
by this Rights Agreement any of the Right Certificates shall have been
countersigned but not delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such Right
Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of the successor Rights Agent; and in all such cases such
Right Certificates shall have the full force provided in the Right Certificates
and in this Rights Agreement.
In case at any time the name of the Rights Agent shall be changed and
at such time any of the Right Certificates shall have been countersigned but not
delivered, the Rights Agent may adopt the countersignature under its prior name
and deliver Right Certificates so countersigned; and in case at that time any of
the Right Certificates shall not have been countersigned, the Rights Agent may
countersign such Right Certificates either in its prior name or in its changed
name; and in all such cases such Right Certificates shall have the full force
provided in the Right Certificates and in this Rights Agreement.
Section 20. Duties of Rights Agent. The Rights Agent undertakes the
duties and obligations imposed by this Rights Agreement upon the following terms
and conditions, by all of which the Company and the holders of Right
Certificates, by their acceptance thereof, shall be bound:
(a) The Rights Agent may consult with legal counsel (who may be
legal counsel for the Company), and the opinion of such counsel shall be full
and complete authorization and protection to the Rights Agent as to any action
taken or omitted by it in good faith and in accordance with such opinion.
(b) The Rights Agent shall not be deemed to have knowledge of any
fact or matter pertaining to the performance of its duties under this Rights
Agreement, except such facts or matters as are evidenced by records which are
required to be created and maintained by it hereunder or to the extent it shall
have been advised thereof in writing by the Company or by a holder of Rights.
Whenever in the performance of its duties under this Rights Agreement the Rights
Agent shall deem it necessary or desirable that any fact or matter be proved or
established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and established
by a certificate signed by any one of the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President, the Treasurer or the
Secretary of the Company and delivered to the Rights Agent; and such certificate
shall be full
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<PAGE> 22
authorization to the Rights Agent for any action taken or suffered in good faith
by it under the provisions of this Rights Agreement in reliance upon such
certificate.
(c) The Rights Agent shall be liable hereunder to the Company and
any other Person only for its own negligence, bad faith or willful misconduct.
(d) The Rights Agent shall not be liable for or by reason of any
of the statements of fact or recitals contained in this Rights Agreement or in
the Right Certificates (except its countersignature thereof) or be required to
verify the same, but all such statements and recitals are and shall be deemed to
have been made by the Company only.
(e) The Rights Agent shall not be under any responsibility in
respect of the validity of this Rights Agreement or the execution and delivery
hereof (except the due execution hereof by the Rights Agent) or in respect of
the validity or execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Rights Agreement or in any Right
Certificate; nor shall it be responsible for any change in the exercisability of
the Rights (including any Rights becoming void pursuant to Section 11(a)(ii)) or
any adjustment in the terms of the Rights (including the manner, method or
amount thereof) provided for in Section 3, 11, 13, 23 or 24 or the ascertaining
of the existence of facts that would require any such change or adjustment
(except with respect to the exercise of Rights evidenced by Right Certificates
after actual notice that such change or adjustment is required); nor shall it by
any act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any Preferred Shares to be issued pursuant to
this Rights Agreement or any Right Certificate or as to whether any Preferred
Shares will, when issued, be validly authorized and issued and fully paid and
nonassessable.
(f) The Company agrees that it will perform, execute, acknowledge
and deliver or cause to be performed, executed, acknowledged and delivered all
such further and other acts, instruments and assurances as may reasonably be
required by the Rights Agent for the carrying out or performing by the Rights
Agent of the provisions of this Rights Agreement.
(g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
one of the Chairman of the Board, the Chief Executive Officer, the President,
any Vice President, the Secretary or the Treasurer of the Company and to apply
to such officers for advice or instructions in connection with its duties, and
the Rights Agent shall not be liable for any action taken or suffered by it in
good faith in accordance with instructions of any such officer or for any delay
in acting while waiting for those instructions.
(h) The Rights Agent and any stockholder, director, officer or
employee of the Rights Agent may buy, sell or deal in any of the Rights or other
Securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested or contract with or lend money to the
Company or otherwise act as fully and freely as though it were not the Rights
Agent under this Rights Agreement. Nothing herein shall preclude the Rights
Agent from acting in any other capacity for the Company or for any other legal
entity.
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(i) The Rights Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys or agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss resulting from any such act, default, neglect or
misconduct; provided, that reasonable care was exercised in the selection and
continued employment thereof.
Section 21. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Rights
Agreement upon 30 days' notice in writing mailed to the Company and to each
transfer agent of the Common Shares or Preferred Shares by registered or
certified mail and to the holders of the Right Certificates by first-class mail.
The Company may remove the Rights Agent or any successor Rights Agent upon 30
days' notice in writing mailed to the Rights Agent or successor Rights Agent, as
the case may be, and to each transfer agent of the Common Shares or Preferred
Shares by registered or certified mail and to the holders of the Right
Certificates by first-class mail. If the Rights Agent shall resign or be removed
or shall otherwise become incapable of acting, the Company shall appoint a
successor to the Rights Agent. If the Company shall fail to make such
appointment within a period of 30 days after giving notice of such removal or
after it has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a Right Certificate
(which holder shall, with such notice, submit such holder's Right Certificate
for inspection by the Company), then the registered holder of any Right
Certificate may apply to any court of competent jurisdiction for the appointment
of a new Rights Agent. Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be a corporation or limited liability company
which is authorized under applicable laws to exercise corporate trust or stock
transfer powers and is subject to supervision or examination by federal or state
authority and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $50 million. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as the Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment the
Company shall file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Common Shares or Preferred Shares and mail a
notice thereof in writing to the registered holders of the Right Certificates.
Failure to give any notice provided for in this Section 21, however, or any
defect therein shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor Rights Agent, as
the case may be.
Section 22. Issuance of New Right Certificates. Notwithstanding any of
the provisions of this Rights Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such form as may be approved by its Board of Directors to reflect any adjustment
or change in the Purchase Price and the number or kind or class of shares or
other Securities or property purchasable under the Right Certificates made in
accordance with the provisions of this Rights Agreement.
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<PAGE> 24
Section 23. Redemption. (a) The Board of Directors of the Company may,
at its option, at any time prior to such time as any Person becomes an Acquiring
Person, redeem all but not less than all of the outstanding Rights at a price of
$.01 per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof (such redemption
price being hereinafter referred to as the "Redemption Price"). The redemption
of the Rights by the Board of Directors may be made effective at such time, on
such basis and with such conditions as the Board of Directors in its sole
discretion may establish.
(b) Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights pursuant to paragraph (a) of this
Section 23 and without any further action and without any notice, the right to
exercise the Rights will terminate and the only right thereafter of the holders
of Rights shall be to receive the Redemption Price. The Company shall promptly
give public notice of any such redemption; provided, however, that the failure
to give, or any defect in, any such notice shall not affect the validity of such
redemption. Within 10 days after such action of the Board of Directors ordering
the redemption of the Rights, the Company shall mail a notice of redemption to
all holders of the outstanding Rights at their last addresses as they appear
upon the registry books of the Rights Agent or, prior to the Distribution Date,
on the registry books of the transfer agent for the Common Shares. Any notice
which is mailed in the manner herein provided shall be deemed given, whether or
not any particular holder receives notice. Each such notice of redemption will
state the method by which payment of the Redemption Price will be made. Neither
the Company nor any of its Affiliates or Associates may redeem, acquire or
purchase for value any Rights at any time in any manner other than that
specifically set forth in this Section 23 or in Section 24 and other than in
connection with the purchase of Common Shares prior to the Distribution Date.
Section 24. Exchange. (a) The Board of Directors of the Company may, at
its option, at any time after any Person becomes an Acquiring Person, exchange
all or part of the then outstanding and exercisable Rights (which shall not
include any Rights that have become void pursuant to the provisions of Section
11(a)(ii)) for Common Shares at an exchange ratio of one Common Share per Right
(the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors
shall not be empowered to effect such exchange at any time after any Person
(other than the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or any such Subsidiary, or any entity holding Common Shares
for or pursuant to the terms of any such plan), together with all Affiliates and
Associates of such Person, becomes the Beneficial Owner of 50% or more of the
Common Shares then outstanding.
(b) Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to paragraph (a) of this
Section 24 and without any further action and without any notice, the right to
exercise such Rights will terminate and the only right thereafter of a holder of
such Rights shall be to receive that number of Common Shares equal to the number
of such Rights held by such holder multiplied by the Exchange Ratio. The Company
shall promptly give public notice of any such exchange; provided, however, that
the failure to give, or any defect in, any such notice shall not affect the
validity of such exchange. The Company promptly shall mail notice of such
exchange to all holders of such Rights at their last addresses as they appear
upon the registry books of the Rights Agent. Any notice which is mailed in the
manner herein provided shall be deemed given, whether or not any particular
holder
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<PAGE> 25
receives notice. Each such notice of exchange will state the method by which the
exchange of the Common Shares for Rights will be effected and, in the event of
any partial exchange, the number of Rights which will be exchanged. Any partial
exchange shall be effected pro rata based on the number of Rights (other than
Rights which have become void pursuant to the provisions of Section 11(a)(ii))
held by each holder of Rights.
(c) In the event that there shall not be sufficient Common Shares
issued but not outstanding or authorized but unissued to permit an exchange of
Rights in accordance with this Section 24, the Company shall take all such
action as may be necessary to authorize additional Common Shares for issuance
upon exchange of the Rights. In the event the Company shall, after good faith
effort, be unable to take all such action as may be necessary to authorize such
additional Common Shares, the Company shall substitute, for each Common Share
that would otherwise be issuable upon exchange of a Right, a number of Preferred
Shares or equivalent preferred shares or fraction thereof such that the product
of the current per share market price of one Preferred Share or equivalent
preferred share multiplied by such number or fraction is equal to the current
per share market price of one Common Share as of the date of issuance of such
Preferred Shares or equivalent preferred shares or fraction thereof.
(d) The Company shall not be required to issue fractions of Common
Shares or to distribute certificates which evidence fractional Common Shares in
an exchange. In lieu of such fractional Common Shares, the Company shall pay to
any registered holder of a Right Certificate with regard to which a fractional
Common Share would otherwise be issuable an amount in cash equal to the same
fraction of the current market value of a whole Common Share. For purposes of
this paragraph (d), the current market value of a whole Common Share shall be
the closing price of a Common Share on the Trading Day immediately prior to the
date of exchange pursuant to this Section 24 (determined in accordance with
Section 11(d)(i)).
Section 25. Notice of Certain Events. (a) In case the Company shall
propose (i) to pay any dividend payable in stock of any class to the holders of
its Preferred Shares or to make any other distribution to the holders of its
Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer
to the holders of its Preferred Shares rights or warrants to subscribe for or to
purchase any additional Preferred Shares or shares of stock of any other class
or any other Securities, (iii) to effect any reclassification of its Preferred
Shares (other than a reclassification involving only the subdivision of
outstanding Preferred Shares), (iv) to effect any consolidation or merger into
or with, or to effect any sale or other transfer (or to permit one or more of
its Subsidiaries to effect any sale or other transfer), in one or more
transactions, of 50% or more of the assets or earning power of the Company and
its Subsidiaries, taken as a whole, to, any other Person, or (v) to effect the
liquidation, dissolution or winding up of the Company, then, in each such case,
the Company shall give to each holder of a Right Certificate, in accordance with
Section 26, a notice of such proposed action, which shall specify (x) the record
date for the purposes of such stock dividend or distribution of rights or
warrants or the date on which such reclassification, consolidation, merger,
sale, transfer, liquidation, dissolution or winding up is to take place and (y)
the date of participation therein by the holders of the Common Shares and/or
Preferred Shares, if any such date is to be fixed, and such notice shall be so
given in the case of any action covered by clause (i) or (ii) above at least 10
days prior to the record date for determining holders of the Preferred Shares
for purposes of such action, and in the case of any
22
<PAGE> 26
such other action at least 10 days prior to the date of the taking of such
proposed action or the date of participation therein by the holders of the
Common Shares and/or Preferred Shares, whichever shall be the earlier.
(b) In case the event set forth in Section 11(a)(ii) shall occur,
then the Company shall as soon as practicable thereafter give to each holder of
a Right Certificate, in accordance with Section 26, a notice of the occurrence
of such event, which notice shall describe such event and the consequences of
such event to holders of Rights under said Section 11(a)(ii).
Section 26. Notices. Notices or demands authorized by this Rights
Agreement to be given or made by the Rights Agent or by the holder of any Right
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:
Teledyne Technologies Incorporated
2049 Century Park East
Los Angeles, California 90067-3101
Attention: Corporate Secretary
Subject to the provisions of Section 21, any notice or demand authorized by this
Rights Agreement to be given or made by the Company or by the holder of any
Right Certificate to or on the Rights Agent shall be sufficiently given or made
if sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Company) as follows:
ChaseMellon Shareholder Services, L.L.C.
Overpeck Centre
85 Challenger Road
Ridgefield Park, NJ 07660
Notices or demands authorized by this Rights Agreement to be given or made by
the Company or the Rights Agent to the holder of any Right Certificate shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the registry
books of the Company.
Section 27. Supplements and Amendments. The Company may from time to
time supplement or amend this Rights Agreement without the approval of any
holders of Right Certificates in order to cure any ambiguity, to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provision herein, or to make any other provisions with respect to
the Rights which the Company may deem necessary or desirable, any such
supplement or amendment to be evidenced by a writing signed by the Company and
the Rights Agent; provided, however, that from and after such time as any Person
becomes an Acquiring Person this Rights Agreement shall not be amended in any
manner which would adversely affect the interests of the holders of Rights.
Without limiting the foregoing, the Company may at any time prior to such time
as any Person becomes an Acquiring Person amend this Rights Agreement to extend
the Final Expiration Date or change the Purchase Price hereunder.
23
<PAGE> 27
Section 28. Successors. All the covenants and provisions of this Rights
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.
Section 29. Benefits of this Rights Agreement. Nothing in this Rights
Agreement shall be construed to give to any person or corporation other than the
Company, the Rights Agent and the registered holders of the Right Certificates
(and, prior to the Distribution Date, the Common Shares) any legal or equitable
right, remedy or claim under this Rights Agreement; but this Rights Agreement
shall be for the sole and exclusive benefit of the Company, the Rights Agent and
the registered holders of the Right Certificates (and, prior to the Distribution
Date, the Common Shares).
Section 30. Severability. If any term, provision, covenant or
restriction of this Rights Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Rights
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.
Section 31. Governing Law. This Rights Agreement and each Right
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.
Section 32. Counterparts. This Rights Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
Section 33. Descriptive Headings. Descriptive headings of the several
Sections of this Rights Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Rights
Agreement to be duly executed and attested all as of the day and year first
above written.
TELEDYNE TECHNOLOGIES
Attest: INCORPORATED
By: By:
Title: Title:
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
Attest: Rights Agent
By: By:
Title: Assistant Vice President Title: Vice President
24
<PAGE> 28
Exhibit A
FORM
of
CERTIFICATE OF DESIGNATIONS
of
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
of
TELEDYNE TECHNOLOGIES INCORPORATED
(Pursuant to Section 151 of the
Delaware General Corporation Law)
Teledyne Technologies Incorporated, a corporation organized and
existing under the General Corporation Law of the State of Delaware (hereinafter
called the "Corporation"), hereby certifies that the following resolution was
adopted by the Board of Directors of the Corporation as required by Section 151
of the General Corporation Law at a meeting duly called and held on
______________, 1999.
RESOLVED, that, pursuant to the authority granted to and vested in the
Board of Directors of this Corporation (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of the Certificate
of Incorporation, the Board of Directors hereby creates a series of Preferred
Stock, par value $.01 per share (the "Preferred Stock"), of the Corporation and
hereby states the designation and number of shares and fixes the relative
rights, preferences, and limitations thereof as follows:
Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be 1,250,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series A Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion or exchange of any outstanding securities issued by the
Corporation convertible into or exchangeable for shares of Series A Preferred
Stock.
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<PAGE> 29
Section 2. Dividends and Distributions.
(A) Subject to the rights of the holders of any shares of any series of
Preferred Stock (or any similar stock) ranking prior and superior to the Series
A Preferred Stock with respect to dividends, the holders of shares of Series A
Preferred Stock, in preference to the holders of shares of Common Stock, par
value $.01 per share (the "Common Stock"), of the Corporation and of any other
junior stock, shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on the first day of March, June, September and
December in each year (each such date being referred to herein as a "Quarterly
Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or fraction of a share of Series A Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth,
100 times the aggregate per share amount of all cash dividends and 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Series A Preferred Stock. In the event the Corporation shall at any time declare
or pay any dividend on the Common Stock payable in shares of Common Stock or
effect a subdivision or combination or consolidation of the outstanding shares
of Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number of shares of Common
Stock, then in each such case the amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under clause (b)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.
(B) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (A) of this Section
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided, that, in
the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $1 per share on the
Series A Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the date of issue of such
shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear
A-2
<PAGE> 30
interest. Dividends paid on the shares of Series A Preferred Stock in an amount
less than the total amount of such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series A Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record
date shall be not more than 60 days prior to the date fixed for the payment
thereof.
Section 3. Voting Rights. The holders of shares of Series A Preferred
Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Preferred Stock shall entitle the holder thereof to 100 votes
on all matters submitted to a vote of the stockholders of the Corporation. In
the event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the number of votes per share to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) Except as otherwise provided herein, in any other Certificate of
Designations creating a series of Preferred Stock or any similar stock, or by
law, the holders of shares of Series A Preferred Stock and the holders of shares
of Common Stock and any other capital stock of the Corporation having general
voting rights shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.
(C) Except as set forth herein or as otherwise provided by law, holders
of Series A Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of the Common Stock as set forth herein) for taking any corporate
action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Preferred Stock outstanding shall have
been paid in full, the Corporation shall not:
(i) declare or pay dividends or make any other distributions on any
shares of stock ranking junior (as to dividends) to the Series A Preferred
Stock;
(ii) declare or pay dividends or make any other distributions on any
shares of stock ranking on a parity (as to dividends) with the Series A
Preferred Stock, except dividends paid
A-3
<PAGE> 31
ratably on the Series A Preferred Stock and all such parity stock on which
dividends are payable and in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled;
(iii) redeem, purchase or otherwise acquire for consideration shares of
any stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock; provided, that the
Corporation may at any time redeem, purchase or otherwise acquire shares of any
such junior stock in exchange for shares of any stock of the Corporation ranking
junior (either as to dividends or upon dissolution, liquidation or winding up)
to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for consideration any shares
of Series A Preferred Stock or any shares of stock ranking on a parity with the
Series A Preferred Stock, except in accordance with a purchase offer made in
writing or by publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.
(B) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized and unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the
Certificate of Incorporation or in any other Certificate of Designations
creating a series of Preferred Stock or any similar stock or otherwise required
by law.
Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (upon liquidation,
dissolution or winding up) to the Series A Preferred Stock unless, prior
thereto, the holders of shares of Series A Preferred Stock shall have received
$100 per share, plus an amount equal to the accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment;
provided, that the holders of shares of Series A Preferred Stock shall be
entitled to receive an aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of shares of Common Stock, or (2) to the
holders of shares of stock ranking on a parity (upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except distributions made ratably
on the Series A Preferred Stock and all such parity stock in proportion to the
total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the Corporation shall at
any time declare or pay any dividend on the Common Stock payable in shares of
Common Stock or effect
A-4
<PAGE> 32
a subdivision or combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise than by payment of a dividend in
shares of Common Stock) into a greater or lesser number of shares of Common
Stock, then in each such case the aggregate amount to which holders of shares of
Series A Preferred Stock were entitled immediately prior to such event under the
proviso in clause (1) of the preceding sentence shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.
Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 8. No Redemption. The shares of Series A Preferred Stock shall
not be redeemable.
Section 9. Rank. The Series A Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all other
series of the Preferred Stock.
Section 10. Amendment. The Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the shares of Series A
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of at least two-thirds of the outstanding shares of Series A
Preferred Stock, voting together as a single class.
IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Corporation by its Chairman of the Board and attested by its
Secretary this _____ th day of _______, 1999.
Attest:
Secretary President and Chief Financial Officer
A-5
<PAGE> 33
Exhibit B
Form of Right Certificate
Certificate No. R- Rights
NOT EXERCISABLE AFTER _________________, 2009 OR EARLIER IF REDEMPTION
OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT AND
TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
Right Certificate
TELEDYNE TECHNOLOGIES INCORPORATED
This certifies that _______________________, or registered assigns, is
the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Rights Agreement, dated as of ______________, 1999, as amended from time to
time (as so amended, the "Rights Agreement"), between Teledyne Technologies
Incorporated, a Delaware corporation (the "Company"), and ChaseMellon
Shareholder Services, L.L.C., a limited liability company (the "Rights Agent"),
to purchase from the Company at any time after the Distribution Date (as such
term is defined in the Rights Agreement) and prior to 5:00 P.M., Eastern time,
on __________, 2009 at the principal office of the Rights Agent, or at the
office of its successor as Rights Agent, one one-hundredth of a fully paid
non-assessable share of Series A Junior Participating Preferred Stock, par value
$.01 per share (the "Preferred Shares"), of the Company, at a purchase price of
$_____ per one one-hundredth of a Preferred Share (the "Purchase Price"), upon
presentation and surrender of this Right Certificate with the Form of Election
to Purchase duly executed. The number of Rights evidenced by this Right
Certificate (and the number of one one-hundredths of a Preferred Share which may
be purchased upon exercise hereof) set forth above, and the Purchase Price set
forth above, are the number and Purchase Price as of ______________, 1999, based
on the Preferred Shares as constituted at such date. As provided in the Rights
Agreement, the Purchase Price and the number of one one-hundredths of a
Preferred Share which may be purchased upon the exercise of the Rights evidenced
by this Right Certificate are subject to modification and adjustment upon the
happening of certain events.
This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right Certificates. Copies of
the Rights Agreement are on file at the principal executive offices of the
Company and the above-mentioned office of the Rights Agent.
B-1
<PAGE> 34
Subject to the provisions of the Rights Agreement, this Right
Certificate, with or without other Right Certificates, upon surrender at the
principal office of the Rights Agent, may be exchanged for another Right
Certificate or Right Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of Preferred Shares as
the Rights evidenced by the Right Certificate or Right Certificates surrendered
shall have entitled such holder to purchase. If this Right Certificate shall be
exercised in part, the holder shall be entitled to receive upon surrender hereof
another Right Certificate or Right Certificates for the number of whole Rights
not exercised.
Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Certificate (i) may be redeemed by the Company at a redemption price of
$.01 per Right or (ii) may be exchanged in whole or in part for shares of the
Company's Common Stock, par value $.01 per share, or Preferred Shares.
No fractional Preferred Shares will be issued upon the exercise of any
Right or Rights evidenced hereby (other than fractions which are integral
multiples of one one-hundredth of a Preferred Share, which may, at the election
of the Company, be evidenced by depositary receipts), but in lieu thereof a cash
payment will be made as provided in the Rights Agreement.
No holder of this Right Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the Preferred
Shares or of any other securities of the Company which may at any time be
issuable upon exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder of the Company, including any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, to give or withhold consent to any corporate action, to receive
notice of meetings or other actions affecting stockholders (except as provided
in the Rights Agreement), or to receive dividends or subscription rights, until
the Right or Rights evidenced by this Right Certificate shall have been
exercised as provided in the Rights Agreement.
This Right Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Rights Agent.
B-2
<PAGE> 35
WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal. Dated as of ___________________ .
TELEDYNE TECHNOLOGIES
ATTEST: INCORPORATED
By
Countersigned:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Rights Agent
By
Authorized Signature
B-3
<PAGE> 36
Form of Reverse Side of Right Certificate
FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to
transfer this Right Certificate.)
FOR VALUE RECEIVED _______________________________________________
hereby sells, assigns and transfers unto
_____________________________________________________________________ (Please
print name and address of transferee)
______________________________________________________________________________
this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint ________________, as his
Attorney, to transfer the within Right Certificate on the books of the
within-named Company, with full power of substitution.
Dated:
Signature
Signature Guaranteed:
Signatures must be guaranteed by a member firm of a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank or trust company having an office or correspondent in
the United States.
The undersigned hereby certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).
Signature
B-4
<PAGE> 37
Form of Reverse Side of Right Certificate -- continued
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to exercise Rights represented by
this Right Certificate.)
To: TELEDYNE TECHNOLOGIES INCORPORATED
The undersigned hereby irrevocably elects to exercise
__________________ Rights represented by this Right Certificate to purchase the
Preferred Shares issuable upon the exercise of such Rights and requests that
certificates for such Preferred Shares be issued in the name of:
Please insert social security
or other identifying number
(Please print name and address)
If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:
Please insert social security or other identifying number
(Please print name and address)
Dated:
Signature
B-5
<PAGE> 38
Form of Reverse Side of Right Certificate - continued
Signature Guaranteed:
Signatures must be guaranteed by a member firm of a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank or trust company having an office or correspondent in
the United States.
The undersigned hereby certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).
Signature
NOTICE
The signature in the Form of Assignment or Form of Election to
Purchase, as the case may be, must conform to the name as written upon the face
of this Right Certificate in every particular, without alteration or enlargement
or any change whatsoever.
In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not
completed, the Company and the Rights Agent will deem the beneficial owner of
the Rights evidenced by this Right Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement) and such
Assignment or Election to Purchase will not be honored.
B-6
<PAGE> 1
Exhibit 10.1
TAX SHARING AND INDEMNIFICATION AGREEMENT
THIS TAX SHARING AND INDEMNIFICATION AGREEMENT (the "Agreement"), dated
as of ___________1999, is made by and between Allegheny Teledyne Incorporated, a
Delaware corporation ("ATI") on behalf of itself and each member of the ATI
Consolidated Group, and Teledyne Technologies Incorporated, a Delaware
corporation ("SPINCO"), on behalf of itself and each member of the SPINCO Group
and their respective successors.
Witnesseth:
WHEREAS, ATI has determined to effect the Distribution pursuant to the
Distribution Agreement;
WHEREAS, the IRS has issued the IRS Ruling which states the tax
treatment of the Distribution and the Other Transactions;
WHEREAS, the parties are entering into this Agreement to ensure the
continuing effectiveness of the IRS Ruling, to provide for certain indemnities,
and to provide for various administrative matters relating to Taxes, including:
1. the preparation and filing of Tax Returns along with the payment of
Taxes shown due and payable thereon;
2. the retention and maintenance of relevant records necessary to
prepare and file appropriate Tax Returns, as well as providing for appropriate
access to those records by the parties to this Agreement;
3. the conduct of audits, examinations, and proceedings by appropriate
government entities which could result in a redetermination of Taxes; and
4. the cooperation of all parties with one another in order to fulfill
their duties and responsibilities under this Agreement and under the Code and
other applicable law; and
WHEREAS, it is the intent of the parties that SPINCO or the appropriate
member of the SPINCO Group shall economically bear the burden of all Taxes
otherwise imposed upon or attributable to the Operations of members of the
SPINCO Group occurring after the Effective Date, and that SPINCO will be
responsible for and reimburse ATI for any Incremental Tax Assessment.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
conditions contained in this Agreement, and intending to be legally bound
hereby, the parties hereto agree as follows:
<PAGE> 2
ARTICLE I
DEFINITIONS
SECTION 1.1 DEFINITIONS. For the purposes of this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural of the terms involved):
ADJUSTMENT means any final change in the Tax Liability of a taxpayer.
AFFILIATE means, when used with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with such Person.
AFFILIATED PERSON has the meaning ascribed to such term in the
Investment Company Act of 1940, as amended, and the rules and regulations
promulgated thereunder.
AGREEMENT means this Tax Sharing and Indemnification Agreement.
ASSOCIATES has the meaning ascribed to such term in the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.
ATI CONSOLIDATED RETURN means any Tax Return that includes any member
of the ATI Consolidated Group.
ATI CONSOLIDATED GROUP means, as of any relevant date, ATI and its
Subsidiaries, determined as of such date.
BENEFICIAL OWNERSHIP has the meaning ascribed to such term in the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.
BUSINESS TAXES means any Tax (except for federal income, state income
or franchise, and local and foreign gross or net income) including interest,
penalties, and other assessments thereon that is attributable to Operations of
SPINCO or members of the SPINCO Group for a tax period ending prior to or
including the Effective Date.
BUSINESS TAX RETURNS means all reports, estimates, declarations of
estimated tax, information statements and returns relating to or required to be
filed in connection with any Business Taxes, including information returns or
reports with respect to backup withholding and other payments to third parties.
CODE means the Internal Revenue Code of 1986, as amended, and the
Treasury regulations promulgated thereunder.
COMBINED RETURN shall mean all state income tax returns which ATI files
on a combined or unitary basis with respect to some or all of its Subsidiaries.
2
<PAGE> 3
DISQUALIFIED SPINCO STOCK is defined at Section 5.2.
DISTRIBUTION means the distribution of SPINCO common stock to the
stockholders of ATI pursuant to the Distribution Agreement.
DISTRIBUTION AGREEMENT means the Separation and Distribution Agreement
among ATI, SPINCO and certain other parties dated as of __________________1999.
EFFECTIVE DATE means the date on which the Distribution occurs.
EFFECTIVE TIME means 5 p.m., Eastern Standard Time or Eastern Daylight
Time (whichever shall then be in effect), on the Effective Date.
FINAL DETERMINATION means the final resolution of any Tax matter. A
Final Determination shall result from the first to occur of:
1. the expiration of 30 days after the IRS's acceptance of a
Waiver of Restrictions on Assessment and Collection of Deficiency in
Tax and Acceptance of Overassessment on Form 870 or 870-AD (or any
successor comparable form) (the "Waiver"), except as to reserved
matters specified therein, or the expiration of 30 days after
acceptance by any other taxing authority of a comparable agreement or
form under the laws of any other jurisdiction, including state, local,
and foreign jurisdictions; unless, within such period, the taxpayer
gives notice to the other party to this Agreement of the taxpayer's
intention to attempt to recover all or part of any amount paid pursuant
to the Waiver by the filing of a timely claim for refund;
2. a decision, judgment, decree, or other order by a court of
competent jurisdiction that is not subject to further judicial review
(by appeal or otherwise) and has become final;
3. the execution of a closing agreement under Code Section
7121, or the acceptance by the IRS of an offer in compromise under Code
Section 7122, or comparable agreements under the laws of any other
jurisdiction, including state, local, and foreign jurisdictions, except
as to reserved matters specified therein;
4. the expiration of the time for filing a claim for refund or
for instituting suit in respect of a claim for refund that was
disallowed in whole or in part by the IRS or any other taxing
authority;
5. the expiration of the applicable statute of limitations; or
6. an agreement by the parties hereto that a Final
Determination has been made.
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<PAGE> 4
GROSS ASSET VALUE means, when used with respect to a specified Person,
the fair market value of such Person's assets unencumbered by any liabilities.
GROUP has the meaning ascribed to such term in the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder.
INCREMENTAL TAX ASSESSMENT means any increase in Business Taxes imposed
upon ATI after the date hereof.
INDEMNIFIED LIABILITY is defined at Section 7.1.
INDEMNIFIED PARTY is defined at Section 6.1.
INDEMNIFYING PARTIES is defined at Section 6.1.
INTERNAL DISTRIBUTIONS means the distributions of SPINCO common stock
by Teledyne Industries, Inc. to TDY Holdings, LLC, a Delaware limited liability
company wholly owned by ATI, and by TDY Holdings, LLC to ATI.
IRS means the U.S. Internal Revenue Service.
IRS INTEREST RATE means the rate of interest imposed from time to time
on underpayments of income tax pursuant to Code Section 6621(a)(2).
IRS RULING means the private letter ruling (together with any
supplements) issued by the IRS in respect of the Ruling Request.
OPERATIONS means any business activity of any SPINCO business unit, as
described in the Ruling Request.
OTHER TRANSACTIONS means the Internal Distributions and all other
transactions related to the Distribution and described in the Ruling Request,
including all modifications to such transactions reflected in supplements to the
Ruling Request.
PERSON means any natural person, corporation, limited liability
company, business trust, joint venture, association, company, partnership or
government, or any agency or political subdivision thereof.
POST-DISTRIBUTION PERIOD means any taxable period that begins after the
Effective Date.
PRE-DISTRIBUTION PERIOD means any taxable period that ends on or before
the Effective Date.
PROCEEDING is defined at Section 8.2(a).
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PUBLIC OFFERING means the first public offering of SPINCO common stock
following the Distribution. The gross proceeds of such Public Offering shall be
approximately $125 million or such other amount as ATI, in its sole discretion,
may approve.
RESTRICTED PERIOD means the two year period following the Effective
Date.
RESTRICTED REDEMPTION PERIOD means the two year period beginning on the
Effective Date and ending two years following the Public Offering.
RULING REQUEST means the request for ruling (including all exhibits),
under Section 355, and other provisions of the Code, as originally filed on
behalf of ATI on April 6, 1999, as amended and supplemented, in respect of the
Distribution.
SPINCO GROUP means: (i) as of any relevant date after the Effective
Date, SPINCO and its Subsidiaries determined as of such date; and (ii) as of any
relevant date on or before the Effective Date, SPINCO and those businesses which
become part of SPINCO or its Subsidiaries as contemplated by the Distribution
Agreement, whether or not such Persons or businesses were Subsidiaries of SPINCO
before the Distribution.
STRADDLE PERIOD means any taxable period with respect to a Tax Return,
that begins on or before the Effective Date and ends after the Effective Date.
SUBSIDIARY means with respect to ATI or SPINCO, any Person of which ATI
or SPINCO, respectively, controls or owns, directly or indirectly, more than 50%
of the stock or other equity interest entitled to vote on the election of
members to the board of directors or similar governing body.
TAXES means all federal, state, local and foreign gross or net income,
gross receipts, withholding, payroll, franchise, transfer, sales, use, value
added, estimated or other taxes of any kind whatsoever or similar charges and
assessments, such as customs, duties and the like, or other amounts paid in
respect thereof, including all interest, penalties and additions imposed with
respect to such amounts.
TAX LIABILITY means the net amount of Taxes due and paid or payable for
any taxable period, determined after applying all tax credits and all applicable
carrybacks or carryovers for net operating losses, net capital losses, unused
general business tax credits, or any other Tax items arising from a prior or
subsequent taxable period, and all other relevant adjustments.
TAX RETURNS means all reports, estimates, declarations of estimated
tax, information statements and returns relating to or required to be filed in
connection with any Taxes, other than Business Taxes, including information
returns or reports with respect to backup withholding and other payments to
third parties.
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ARTICLE II
FILING OF TAX RETURNS AND PAYMENT OF TAXES
SECTION 2.1. TAX RETURNS REQUIRED TO BE FILED PRIOR TO DISTRIBUTION
DATE. ATI shall file or cause to be filed all Tax Returns of ATI and any member
of the ATI Consolidated Group required to be filed (after giving effect to any
valid extension of time in which to make such filings) prior to the Effective
Date and shall pay or cause to be paid any Tax Liability due with respect to
such Tax Returns.
SECTION 2.2. TAX RETURNS FOR PRE-DISTRIBUTION PERIODS.
(a) SPINCO shall prepare or cause to be prepared, consistent with past
practice, Business Tax Returns for the Pre-Distribution Period and shall pay or
cause to be paid any Tax Liability due with respect to such Business Tax
Returns. ATI will promptly notify SPINCO of any audit, assessment, notice, levy,
or questionnaire with respect to Business Taxes. SPINCO shall control all
matters relating to such Business Taxes and shall pay or cause to be paid and/or
indemnify ATI or cause ATI to be indemnified, whatever the case may be, for and
defend and hold ATI harmless against any Incremental Tax Assessment set forth in
a Final Determination of Business Taxes. Payment to ATI with respect to such
Incremental Tax Assessment shall be made in the same manner as if SPINCO were an
Indemnifying Party as set forth in Section 8.3.
(b) Except as provided in Section 2.2(a), ATI shall prepare or cause to
be prepared, for Pre-Distribution Periods, all (1) Combined Returns and (2) Tax
Returns required to be filed on a separate return basis by any member of the ATI
Consolidated Group, in each case, which Tax Returns are not required to be
(after giving effect to any valid extensions), and are not, filed on or prior to
the Effective Date and shall pay or cause to be paid any Tax Liability due with
respect to such Tax Returns. With respect to Tax Returns described in this
Section 2.2(b), ATI shall prepare the returns in a manner, absent any
intervening law change, consistent with ATI's preparation of Tax Returns covered
by Section 2.1. With respect to any Tax Returns described in part (2) of the
first sentence of this Section 2.2(b) relating to a member of the SPINCO Group,
ATI shall file such Tax Returns with the appropriate tax authority, pursuant to
a power of attorney executed and delivered to ATI by SPINCO pursuant to Section
10.15 hereof and shall pay or cause to be paid any Tax Liability due with
respect to such Tax Returns.
(c) Notwithstanding Section 2.2(a), ATI will be responsible for paying
Business Taxes that arise directly from the Distribution and Other Transactions.
For this Section 2.2(c) to apply, ATI must consent in writing, which consent
shall not be unreasonably withheld, that the amount of such Business Taxes has
been correctly determined. In addition, ATI shall have the right to control any
audit, litigation or proceeding regarding such Business Taxes.
SECTION 2.3. TAX RETURNS FOR POST-DISTRIBUTION PERIODS. SPINCO shall
(a) prepare and file or cause to be prepared and filed all Tax Returns required
to be filed by any member of the SPINCO Group for any Post-Distribution Period
and (b) pay or cause to be paid any Tax Liability due with respect to such Tax
Returns.
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SECTION 2.4. TAX RETURNS FOR STRADDLE PERIOD. ATI shall prepare all Tax
Returns of or which include any member of the SPINCO Group for a Straddle
Period. ATI shall pay or cause to be paid and shall defend, indemnify and hold
SPINCO and members of the SPINCO Group harmless against the Tax Liabilities
attributable to the affected member or members of the SPINCO Group for the
portion of the Straddle Period ending on the Effective Date and SPINCO shall pay
or cause to be paid and shall defend, indemnify, and hold ATI and members of the
ATI Consolidated Group harmless against the Tax Liabilities attributable to the
affected member or members of the SPINCO Group for the remainder of the Straddle
Period beginning with the day after the Effective Date. ATI's determination of
Tax Liabilities up to and following the Effective Date shall be based on ATI's
interim closing of the books, determined as of the Effective Time, of the
affected member or members of the SPINCO Group.
SECTION 2.5. TAX-BASIS BALANCE SHEETS. In the case of any business that
was conducted prior to the Effective Date as a division of ATI, its Subsidiaries
or a member of the ATI Consolidated Group and which will be conducted after the
Effective Date by a member of the SPINCO Group, ATI shall prepare and furnish to
SPINCO, within 120 days after the Effective Date, a tax-basis balance sheet,
prepared consistent with past practices, relating to such business as of the
Effective Date.
ARTICLE III
COOPERATION AND EXCHANGE OF INFORMATION; AUDITS AND ADJUSTMENTS;
SECTION 3.1. TAX RETURN INFORMATION
(a) SPINCO shall, and shall cause each appropriate member of the SPINCO
Group to, provide ATI with all information and other assistance reasonably
requested by ATI to enable the members of the ATI Consolidated Group to prepare
and file ATI Consolidated Returns required to be filed by the ATI Consolidated
Group pursuant to this Agreement.
(b) ATI shall, and shall cause each appropriate member of the ATI
Consolidated Group to, provide SPINCO with all information and other assistance
reasonably requested by SPINCO to enable the members of the SPINCO Group to
prepare and file SPINCO Returns required to be filed by the SPINCO Group
pursuant to this Agreement.
(c) Within 60 days of the Effective Date, SPINCO shall provide and
cause each appropriate member of the SPINCO Group to provide to ATI customary
tax packages prepared consistent with past practice for any Pre-Distribution
Period or Straddle Period.
SECTION 3.2. AUDITS AND ADJUSTMENTS
(a) Except as provided for in Section 3.3, ATI shall have full control
over and absolute discretion with respect to all matters relating to any Tax
Return covered by Section 2.1, Section 2.2 or Section 2.4.
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(b) SPINCO shall have full control over and absolute discretion with
respect to all Tax Returns covered by Section 2.3.
(c) SPINCO agrees to cooperate with ATI in the negotiation, settlement,
and litigation of or other proceeding regarding any liability for or refund of
Taxes of any member paid or payable by the ATI Consolidated Group.
(d) ATI agrees to cooperate with SPINCO in the negotiation, settlement,
and litigation of or other proceeding regarding any liability for Taxes paid or
payable by any member of the SPINCO Group.
(e) ATI will promptly notify SPINCO in writing of any Adjustment
involving a change in the tax basis of any asset of SPINCO, specifying the
nature of the change so that the SPINCO Group will be able to reflect the
revised basis in its tax books and records for periods beginning on or after the
Effective Date.
(f) In the event of a conflict between the operation of this Section
3.2 and Articles VI, VII, or VIII, those Articles will take precedence over this
Section 3.2.
SECTION 3.3. CARRYBACKS. SPINCO shall make an election under Section
172(b)(3) of the Code to relinquish the entire carryback period with respect to
any net operating loss attributable to SPINCO or any of its Subsidiaries in any
taxable period beginning after or including the Effective Date that could be
carried back to a taxable year of SPINCO or any Subsidiaries ending on or before
the Effective Date. Neither ATI nor any member of the ATI Consolidated Group
shall be required to pay to SPINCO or its Subsidiaries any refund or credit of
Taxes that results from the carryback to any taxable period ending on or before
the Effective Date of any net operating loss, capital loss, or tax credit
attributable to SPINCO or any of its Subsidiaries in any taxable period
beginning after or including the Effective Date.
ARTICLE IV
RETENTION OF RECORDS; STATUTES OF LIMITATIONS
SECTION 4.1. RETENTION OF RECORDS. ATI and SPINCO agree to retain the
appropriate records which may affect the determination of the liability for
Taxes of any member of the ATI Consolidated Group or the SPINCO Group,
respectively, until such time as there has been a Final Determination with
respect to such liability for Taxes. A party may satisfy its obligations under
the preceding sentence by allowing the other party to duplicate records at such
second party's expense.
SECTION 4.2. DESTRUCTION OF RECORDS. Any member of the SPINCO Group
intending to destroy any materials, records, or documents relating to Taxes
shall provide ATI 90 days advance notice and the reasonable opportunity to copy
or take possession of such materials, records, or documents.
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SECTION 4.3. STATUTE OF LIMITATIONS. ATI and SPINCO will notify each
other in writing of any waivers or extensions of the applicable statute of
limitations that may affect the period for which any materials, records, or
documents must be retained.
ARTICLE V
REPRESENTATIONS AND COVENANTS
SECTION 5.1. COMPLIANCE WITH IRS RULING. SPINCO shall, and shall cause
each member of the SPINCO Group to, comply with each representation and
statement concerning SPINCO and the SPINCO Group made in the Ruling Request and
in the materials submitted to the IRS in connection with the Ruling Request,
including, without limitation, statements relating to actions regarding the
Public Offering and the use of Public Offering proceeds by the SPINCO Group.
SPINCO has reviewed the materials submitted to the IRS in connection with the
Ruling Request and represents to ATI that these materials, including without
limitation, any statements and representations concerning SPINCO, its business
operations, capital structure and/or organization, are complete and accurate.
During the Restricted Period, neither SPINCO nor any member of the SPINCO Group
shall take any action, refrain from taking any action or enter into any
transaction or series of transactions or agree to take any action, refrain from
taking any action or enter into any transaction or series of transactions that
could jeopardize the tax-free status of the Distribution, including any action,
inaction or transaction that would be inconsistent with any representation or
statement made to the IRS in connection with the Ruling Request, unless prior
thereto SPINCO obtains the express written consent of ATI which consent will be
granted, if at all, in the sole discretion of ATI. SPINCO hereby represents and
warrants to ATI that SPINCO has no intention to undertake or allow to be
undertaken any of the transactions set forth in Section 5.2(a)(iii), nor does
SPINCO or any member of the SPINCO Group have any intention to cease to engage
in the active conduct of its trade or business (within the meaning of Section
355(b)(2) of the Code).
SECTION 5.2. COVENANTS.
(a) Without limiting the generality of Section 5.1, SPINCO and each
member of the SPINCO Group jointly and severally covenant and agree with ATI
that during the Restricted Period or, in the case of a transaction described in
Section 5.2(a)(iii)(4), the Restricted Redemption Period:
(i) SPINCO and the members of the SPINCO Group will continue
to engage in its business, and will continue to maintain a substantial
portion of their respective assets and business operations, as they
existed immediately prior to the Distribution; provided that the
foregoing shall not be deemed to prohibit SPINCO and the members of the
SPINCO Group from entering into or acquiring other businesses or
operations or from disposing of or shutting down segments of such
Businesses so long as SPINCO and the members of the SPINCO Group
continue to engage in such businesses and continue to so maintain such
substantial portion of their assets and business operations;
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(ii) SPINCO will continue to manage and to own (A) directly,
assets which represent at least 50% of the Gross Asset Value which
SPINCO managed and owned directly immediately after the Distribution,
and (B) directly or indirectly, through one or more entities, assets
which represent at least 50% of the Gross Asset Value which SPINCO
owned indirectly through one or more entities immediately after the
Distribution;
(iii) Except as provided in Section 5.2(c), neither SPINCO nor
any of its Affiliates nor any of its or their respective directors,
officers or other representatives (acting in their capacity as
directors, officers, or representatives) will undertake, authorize,
approve, recommend, permit, facilitate, or enter into any contract, or
consummate any transaction with respect to:
(1) the issuance of SPINCO common stock (including
options, warrants, rights or securities exercisable for, or
convertible into, SPINCO common stock) in a single transaction
or in a series of related or unrelated transactions (including
the Public Offering) which represents (treating any such
options, warrants, rights, or securities as exercised or
converted) 40% or more of the outstanding shares of SPINCO
common stock;
(2) the issuance of any class or series of capital
stock or any other instrument (other than SPINCO common stock
and options, warrants, rights or securities exercisable for,
or convertible into, SPINCO common stock) that would
constitute equity for federal tax purposes (such classes or
series of capital stock and other instruments being referred
to herein as "Disqualified SPINCO Stock");
(3) the issuance of any options, rights, warrants,
securities or similar arrangements exercisable for, or
convertible into, Disqualified SPINCO Stock;
(4) any redemptions, repurchases or other
acquisitions of capital stock or other equity interests in
SPINCO by SPINCO; and/or
(5) the dissolution, merger, or complete or partial
liquidation of SPINCO or any announcement of such action.
(b) In addition to the other representations, warranties, covenants and
agreements set forth in this Agreement, SPINCO and each member of the SPINCO
Group will take, or refrain from taking, as the case may be, such actions as ATI
may request to ensure that the Distributions and the Other Transactions qualify
for the tax-free treatment stated in the IRS Ruling, including, without
limitation, such actions as ATI determines may be necessary to preserve the
validity of the IRS Ruling. Without limiting the generality of the foregoing,
SPINCO and the SPINCO Group shall cooperate with ATI if ATI, in its sole
discretion, determines to obtain additional or supplemental IRS rulings
pertaining to whether any actual or proposed change in facts and circumstances
affects the tax-free status of the Distribution or the Other Transactions.
Regardless of the fact that ATI shall control matters set forth in the preceding
sentence of this Section 5.2(b),
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the ATI Consolidated Group, on one hand, and SPINCO and the SPINCO Group, on the
other hand, shall equally bear responsibility for all expenses associated with
any such additional or supplemental IRS rulings; provided, however, that any
expenses associated with any additional or supplemental IRS Rulings based on a
proposed action or omission by SPINCO or a member of the SPINCO Group will be
borne solely by SPINCO.
(c) Following the Effective Date, SPINCO and its Affiliates shall not
take any action or engage in conduct otherwise prohibited by Section 5.2 unless
prior to such action or conduct, as the case may be, SPINCO receives express
written consent from ATI which consent will be granted, if at all, in the sole
discretion of ATI.
(d) SPINCO will consummate the Public Offering within one year after
the Effective Date and will use the Public Offering proceeds in the manner and
during time periods set forth in the Ruling Request.
(e) If, within two years after the Public Offering, SPINCO disposes of
any assets, other than inventory, SPINCO will use the proceeds (net of tax and
transaction costs) from such disposition in a manner that is, in ATI's sole
discretion, consistent with the business purpose of expanding SPINCO's business
as set forth in the Ruling Request.
ARTICLE VI
SPINCO INDEMNITY OBLIGATIONS
SECTION 6.1. SPINCO INDEMNITY. If SPINCO, or another member (or former
member) of the SPINCO Group (collectively, the "Indemnifying Parties") takes or
fails to take any action whether or not prohibited or required by Article V or
violates a representation or covenant in Article V or in the Ruling Request, and
the Distribution or any of the Other Transactions fail to or otherwise do not
qualify for the tax treatment stated in the IRS Ruling as a result of such
action, failure to take action, or violation, then the Indemnifying Parties
shall jointly and severally defend, indemnify and hold harmless ATI and each
member of the ATI Consolidated Group and each of their respective directors,
officers, employees, agents or other representatives (collectively, and/or
individually, as the case may be, the "Indemnified Party") against any liability
for such Taxes which the Indemnified Party may assume or otherwise incur and any
and all Taxes or other liabilities directly or indirectly imposed upon or
incurred by the Indemnified Party as a result of such failure or lack of
qualification, including, without limitation, any liability of the Indemnified
Party arising from Taxes imposed on stockholders of ATI whether or not any
stockholder or stockholders of ATI, or the IRS or other taxing authority,
successfully seeks recourse against the Indemnified Party on account of any such
failure.
SECTION 6.2. TENDER OFFER OR PURCHASE OFFER. Notwithstanding anything
to the contrary set forth in this Agreement, if, during the Restricted Period,
any Person or Group of Affiliated Persons or Associates acquires Beneficial
Ownership of SPINCO common stock (or any other class of outstanding SPINCO
stock) or commences a tender or other purchase offer for the capital stock of
SPINCO or initiates any other form of transaction to acquire directly or
indirectly SPINCO capital stock, upon consummation of which such Person or Group
of
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Affiliated Persons or Associates would acquire Beneficial Ownership of SPINCO
common stock (or any other class of outstanding SPINCO stock or equity) and as a
result thereof the Distribution or any of the Other Transactions shall fail to
or otherwise do not qualify for the tax treatment stated in the IRS Ruling then
the Indemnifying Parties shall defend, indemnify and hold harmless the
Indemnified Party against any liability for Taxes which the Indemnified Party
may assume or otherwise incur and any and all Taxes or other liabilities
directly or indirectly imposed upon or incurred by any Indemnified Party and/or
its stockholders as a result of such failure.
SECTION 6.3. EFFECT OF EXPRESS WRITTEN CONSENT OF ATI. The Indemnified
Party shall be defended, indemnified and held harmless under Section 6.1 without
regard to the fact that the Indemnifying Party may have received the express
written consent of ATI as contemplated by Article V. The Indemnified Party shall
be defended, indemnified and held harmless under Section 6.2 whether or not the
acquisition of Beneficial Ownership results from a transaction which is not
prohibited under Article V.
ARTICLE VII
CALCULATION OF SPINCO INDEMNITY AMOUNTS
SECTION 7.1. AMOUNT OF INDEMNITY. The amount indemnified against under
Article VI ("Indemnified Liability") for a Tax based on or determined with
reference to income shall be deemed to be, for each applicable taxing
jurisdiction, an amount determined by multiplying (i) the taxing jurisdiction's
highest marginal corporate income or tax rate for the taxable period in which
the Distribution or Other Transaction occurs, times (ii) the gain or income of
the Indemnified Party which is subject to such Tax. In the case of other
Indemnified Liabilities, the amount of the Indemnified Liability shall be equal
to the amount so owed. In addition, the amount of any Indemnified Liability
shall be increased by any interest, costs, legal and professional fees,
additions, expenses and penalties incurred by the Indemnified Party. All amounts
payable under this Article VII shall, to the extent that such amounts constitute
taxable income, be grossed-up, based on the tax rate referred to in clause (i)
of the first sentence of this Section 7.1.
ARTICLE VIII
PROCEDURAL ASPECTS OF SPINCO INDEMNITY
SECTION 8.1. GENERAL.
(a) If either the Indemnified Party or any of the Indemnifying Parties
receives any written notice of deficiency, claim or adjustment or any other
written communication from a taxing authority or any other Person that may
result in an Indemnified Liability, the party receiving such notice or
communication shall promptly give written notice thereof to the other parties,
provided that any delay by the Indemnified Party in so notifying an Indemnifying
Party shall not relieve the Indemnifying Party of any liability hereunder,
except to the extent the Indemnifying Party is materially and adversely
prejudiced by such delay.
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(b) Each party hereto undertakes and agrees that from and after such
time as it obtains knowledge that any representative of a taxing authority has
begun to investigate or inquire into the Distribution or any of the Other
Transactions (whether or not such investigation or inquiry is a formal or
informal investigation or inquiry), such party shall (i) notify the other
parties thereof, provided that any delay by the Indemnified Party in so
notifying the Indemnifying Party shall not relieve the Indemnifying Party of any
liability hereunder (except to the extent the Indemnifying Party is materially
and adversely prejudiced by such delay), (ii) consult with the other parties
from time to time as to the conduct of such investigation or inquiry, (iii)
provide the other parties with copies of all correspondence with such taxing
authority or any representative thereof or other Person pertaining to such
investigation or inquiry, and (iv) arrange for a representative of the other
parties to be present at all meetings with such taxing authority or any
representative thereof pertaining to such investigation or inquiry.
(c) SPINCO undertakes and agrees to give full cooperation and support
to ATI, including without limitation, attestations and/or access to Information,
as requested by ATI, to document and verify the use of the Public Offering
proceeds in the manner and during the time period set forth in the Ruling
Request. SPINCO will submit a quarterly accounting to ATI, due within 30 days
after the end of each calendar quarter, which sets forth in detail the use of
Public Offering proceeds. This information will be submitted to ATI in a format
substantially similar to the chart attached hereto as Appendix I.
SECTION 8.2. CONTESTS.
(a) If (i) the Indemnifying Party furnishes the Indemnified Party with
evidence satisfactory to the Indemnified Party of its ability to pay the full
amount of the Indemnified Liability and (ii) such Indemnifying Party
acknowledges in writing that the asserted liability is an Indemnified Liability,
such Indemnifying Party may assume and direct the tax examination,
administrative appeal, hearing, arbitration, suit or other proceeding (each a
"Proceeding") commenced, filed or otherwise initiated or convened to investigate
or resolve the existence and extent of such Indemnified Liability.
(b) Notwithstanding the foregoing, if at any time during a Proceeding
controlled by the Indemnifying Party pursuant to Section 8.2(a), such
Indemnifying Party fails to provide evidence satisfactory to the Indemnified
Party of its continuing ability to pay the full amount of the Indemnified
Liability or the Indemnified Party determines that such Indemnifying Party may
be unable to pay the full amount of the Indemnified Liability, then the
Indemnified Party may immediately assume control of and direct the Proceedings.
(c) During the period in which the Indemnifying Party assumes and
directs the Proceeding, if the Indemnified Liability is grouped with other
unrelated asserted liabilities or issues in the Proceeding, the parties shall
use their respective best efforts to cause the Indemnified Liability to be the
subject of a separate proceeding. If such severance is not possible, the
Indemnifying Party shall assume and direct and be responsible only for the
matters relating to the Indemnified Liability.
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(d) In addition to the amounts referred to in Section 6.1, an
Indemnifying Party shall pay all out-of-pocket expenses and other costs related
to the Indemnified Liability, including but not limited to fees for attorneys,
accountants, expert witnesses or other consultants retained by such Indemnifying
Party and/or the Indemnified Party with respect to a claim pursuant to this
Agreement. To the extent that any such expenses and other costs have been or are
paid by an Indemnified Party, the Indemnifying Party shall promptly upon written
request reimburse the Indemnified Party therefor.
(e) An Indemnifying Party shall not pay (unless otherwise required by a
proper notice of levy and after prompt written notification to the Indemnified
Party of receipt of notice and demand for payment), settle, compromise or
concede any portion of the Indemnified Liability without the express written
consent of the Indemnified Party. An Indemnifying Party shall, on a timely
basis, keep the Indemnified Party informed of all developments in the Proceeding
and provide the Indemnified Party with copies of all pleadings, briefs, orders,
and other written papers; provided that in the event that the Indemnifying Party
determines that the providing of a written paper could waive an attorney-client
privilege, the parties shall take all reasonable measures to permit the
compliance with such obligation in a manner that avoids such consequence.
(f) Any Proceeding which is not controlled or which is no longer
controlled by an Indemnifying Party pursuant to Section 8.2 shall be controlled
and directed exclusively by the Indemnified Party, and any related out-of-pocket
expenses and other costs incurred by the Indemnified Party, including but not
limited to, fees for attorneys, accountants, expert witnesses or other
consultants, with respect to a claim pursuant to this Agreement, shall be
reimbursed by such Indemnifying Party. An Indemnified Party will not be required
to pursue the claim in federal district court, the Court of Federal Claims or
any state or foreign court if as a prerequisite to such court's jurisdiction,
the Indemnified Party is required to pay the asserted liability unless the funds
necessary to invoke such jurisdiction are provided by such Indemnifying Party.
SECTION 8.3. TIME AND MANNER OF PAYMENT. Upon receipt of notice of a
Final Determination, an Indemnifying Party shall pay, within seven (7) business
days of such receipt, to the Indemnified Party the amount of the Indemnified
Liability and any expenses or other costs indemnified against (less, in the case
of an Indemnified Liability for Taxes, any amount of such Taxes paid directly by
an Indemnifying Party to the taxing authority). With respect to payments of an
Indemnified Liability for amounts other than Taxes including any and all
Liabilities with respect to ATI stockholders, the Indemnifying Party shall pay
to the Indemnified Party the amount of this Indemnified Liability within seven
(7) days of a final determination of the amount of such Liability and, in the
case of Liabilities with respect to ATI stockholders, no less than seven (7)
days prior to the date that payment is required to be made to such stockholders.
Such payment shall be paid by wire transfer of immediately available funds to an
account designated by the Indemnified Party by written notice to an Indemnifying
Party at the address specified in Section 10.11 prior to the due date of such
payment. If an Indemnifying Party delays making payment beyond the due date
hereunder, such party shall pay interest on the amount unpaid at the IRS
Interest Rate for each day and the actual number of days for which any amount
due hereunder is unpaid.
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<PAGE> 15
SECTION 8.4. COOPERATION. The parties shall cooperate with one another
in a timely manner in any administrative or judicial Proceeding involving any
matter that may result in an Indemnified Liability.
SECTION 8.5. ADMINISTRATION. ATI's and SPINCO's Chief Tax Officer or
other designated tax representative shall have primary responsibility for the
day-to-day administration of the provisions of this Agreement.
ARTICLE IX
DISPUTES
SECTION 9.1. DISPUTES.
(a) Resolution of any and all disputes arising from or in connection
with this Agreement, whether based on contract, tort, statute or otherwise,
including, but not limited to, unreasonable withholding of consent and disputes
in connection with claims by third parties (collectively, "Disputes"), shall be
subject to the provisions of this Section 9.1; provided, however, that nothing
contained herein shall preclude either party from seeking or obtaining (i)
injunctive relief or (ii) equitable or other judicial relief to enforce the
provisions hereof or to preserve the status quo pending the final resolution of
Disputes hereunder.
(b) Either party may give the other party written notice of any Dispute
not resolved in the normal course of business. The parties shall attempt in good
faith to resolve any Dispute promptly by negotiation between executives of the
parties who have authority to settle the controversy. Within 15 days after
delivery of the notice, the foregoing executives of both parties shall meet at a
mutually acceptable time and place, and thereafter as often as they reasonably
deem necessary for a period not to exceed 5 days, to attempt to resolve the
Dispute. All reasonable requests for information made by one party to the other
will be honored. If the parties do not resolve the Dispute within such 20 day
period (the "Initial Mediation Period"), the parties shall attempt in good faith
to resolve the Dispute by negotiation between (a) in the case of ATI, the Chief
Financial Officer and General Counsel, and (b) in the case of SPINCO, the Chief
Financial Officer and General Counsel (collectively, the "Designated Officers").
Such officers shall meet at a mutually acceptable time and place (but in any
event no later than 20 days following the expiration of the Initial Mediation
Period) and thereafter as often as they reasonably deem necessary for a period
not to exceed 20 days, to attempt to resolve the Dispute.
(c) If the Dispute has not been resolved by negotiation within 50 days
of the first party's notice, or if the parties failed to meet within 15 days of
the first party's notice, or if the Designated Officers failed to meet within 35
days of the first party's notice, either party may commence any litigation or
other procedure allowed by law.
15
<PAGE> 16
ARTICLE X
GENERAL
SECTION 10.1. ELECTIONS UNDER CODE SECTION 1552. Nothing in this
Agreement is intended to change or otherwise affect any election made by or on
behalf of the ATI Consolidated Group with respect to the calculation of earnings
and profits under Code Section 1552.
SECTION 10.2. PRE-DISTRIBUTION EARNINGS AND PROFITS. ATI and SPINCO
agree to allocate pre-Distribution earnings and profits in accordance with
Treasury Regulation Sections 1.312-10 and 1.1502-33.
SECTION 10.3. REMEDIES. SPINCO acknowledges that its obligations under
Article V of this Agreement are of a special, unique, unusual and extraordinary
character. Because the failure of SPINCO to perform its obligations set forth in
Article V of this Agreement could cause unique and extraordinary injury to ATI,
ATI shall, notwithstanding anything to the contrary herein, have the right in
addition to any other remedies available, at law or in equity, to seek an
injunction in a court of equity to compel SPINCO to perform such obligations.
SPINCO hereby waives any and all defenses it may have on the ground of lack of
jurisdiction or competence of the court to grant an injunction or other
equitable relief, or otherwise, and agrees that it will not assert any such
defense or any defense to a request by ATI for injunctive relief based on the
alleged existence of an adequate remedy at law or for money damages. Without
limiting the foregoing, SPINCO hereby waives the right to require ATI to post
any bond or other security with respect to any proceeding to enforce any
provisions of this Agreement. The existence of the rights of ATI set forth in
this Section 10.3 shall not preclude any other rights and remedies at law or in
equity which ATI may have.
SECTION 10.4. ASSIGNMENT. Neither of the parties may assign or delegate
any of its rights or duties under this Agreement without the prior written
consent of the other party. This Agreement shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
permitted assigns, by merger, acquisition of assets or otherwise.
SECTION 10.5. FURTHER ASSURANCES. Subject to the provisions hereof, the
parties hereto shall make, execute, acknowledge, and deliver such other
instruments and documents, and take all such other actions, as may be reasonably
required in order to effectuate the purposes of this Agreement and to consummate
the transactions contemplated hereby. Subject to the provisions hereof, each of
the parties shall, in connection with entering into this Agreement, performing
its obligations hereunder and taking any and all actions relating hereto, comply
with all applicable laws, regulations, orders, and decrees, and promptly provide
the other parties with all such information as they may reasonably request in
order to be able to comply with the provisions of this Agreement.
SECTION 10.6. WAIVERS. No failure or delay on the part of the parties
in exercising any power or right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce
16
<PAGE> 17
such right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. No modification or waiver of any provision
of this Agreement nor consent to any departure by the parties therefrom shall in
any event be effective unless the same shall be in writing, and then such waiver
or consent shall be effective only in the specific instance and for the purpose
for which given.
SECTION 10.7. CHANGE OF LAW. If, due to any change in applicable law or
regulations or their interpretation by any court of law or other governing body
having jurisdiction subsequent to the date of this Agreement, performance of any
provision of this Agreement or any transaction contemplated thereby shall become
impracticable or impossible, the parties hereto shall use their best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such provision.
SECTION 10.8. CONFIDENTIALITY. Subject to any contrary requirement of
law and the right of each party to enforce its rights hereunder in any legal
action, each party agrees that it shall keep strictly confidential, and shall
cause its employees and agents to keep strictly confidential, any information
which it or any of its employees or agents may acquire pursuant to, or in the
course of performing its obligations under, any provision of this Agreement.
SECTION 10.9. HEADINGS. Descriptive headings are for convenience only
and shall not control or affect the meaning or construction of any provision of
this Agreement.
SECTION 10.10. COUNTERPARTS. For the convenience of the parties, any
number of counterparts of this Agreement may be executed by the parties hereto,
and each such executed counterpart shall be, and shall be deemed to be, an
original instrument.
SECTION 10.11. NOTICES. All notices, requests, claims and other
communications hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made upon receipt) by delivery by
hand, by reputable overnight courier service, by facsimile transmission, or by
registered or certified mail (postage prepaid, return receipt requested) to the
respective parties at the addresses (or at such other address for a party as
shall be specified in a notice given in accordance with this Section 10.11)
listed below:
Allegheny Teledyne Incorporated
1000 Six PPG Place
Pittsburgh, Pennsylvania 15222-5479
Attn: Jon D. Walton
Senior Vice President, General Counsel
and Secretary
Fax No.:412-394-2837
Teledyne Technologies Incorporated
2049 Century Park East
Los Angeles, California 90067-3101
Attn: John T. Kuelbs
Senior Vice President, General Counsel
and Secretary
Attn: Fax No.:310-551-4366
17
<PAGE> 18
or to such other address as any party may, from time to time, designate in a
written notice given in a like manner. Notice given by hand shall be deemed
delivered when received by the recipient. Notice given by mail as set out above
shall be deemed delivered five (5) calendar days after the date the same is
mailed. Notice given by reputable overnight courier shall be deemed delivered on
the next following business day after the same is sent. Notice given by
facsimile transmission shall be deemed delivered on the day of transmission
provided telephone confirmation of receipt is obtained promptly after completion
of transmission.
SECTION 10.12. COSTS AND EXPENSES. Unless otherwise specifically
provided herein, each party agrees to pay its own costs and expenses resulting
from the fulfillment of its respective obligations hereunder.
SECTION 10.13. CANCELLATION OF PRIOR TAX ALLOCATION OR TAX-SHARING
AGREEMENTS. On or prior to the Effective Date, ATI shall cancel or cause to be
canceled all agreements (other than this Agreement) providing for the allocation
or sharing of Taxes to which any member of the SPINCO Group would otherwise be
bound following the Distribution.
SECTION 10.14. INTEREST ON LATE PAYMENTS. If a party makes any payment
beyond the due date hereunder, such party shall pay interest on the amount
unpaid at the IRS Interest Rate for each day and the actual number of days for
which any amount due hereunder is unpaid.
SECTION 10.15. POWER OF ATTORNEY. Each member of the SPINCO Group shall
execute and deliver to ATI any power of attorney or other document reasonably
requested by ATI in connection with the filing of the Tax Returns and payment of
Taxes described in Article II hereof, or any Proceeding described in Article
VIII hereof. Each member of the ATI Consolidated Group shall execute and deliver
to SPINCO a power of attorney in connection with any matters controlled by
SPINCO under Section 2.2.
SECTION 10.16. GENERAL. This Agreement, including the attachments,
shall constitute the entire agreement between the parties hereto with respect to
the subject matter hereof and shall supersede all prior agreements and
undertakings, both written and oral, between the parties with respect to the
subject matter hereof and thereof. This Agreement may not be amended or modified
except (a) by an instrument in writing signed by, or on behalf of, the parties
or (b) by a waiver in accordance with Section 10.6. This Agreement shall be
binding upon and inure solely to the benefit of the parties hereto and their
respective present and future Subsidiaries, and nothing herein, express or
implied, is intended to or shall confer upon any third parties any legal or
equitable right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.
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<PAGE> 19
SECTION 10.17. GOVERNING LAW: CONSENT TO JURISDICTION.
(a) This Agreement shall be governed by and construed and interpreted
in accordance with the laws of the Commonwealth of Pennsylvania as to all
matters, including matters of validity, construction, effect, enforceability,
performance and remedies, irrespective of the choice of laws and principles of
the laws of the Commonwealth of Pennsylvania.
(b) Each of the parties hereto irrevocably submits to the exclusive
jurisdiction of (i) the Court of Common Pleas of Allegheny County, Pennsylvania
and (ii) the United States District Court for the Western District of
Pennsylvania, for the purposes of any suit, action or other proceeding arising
out of this Agreement or any transaction contemplated hereby or thereby (and
agrees not to commence any action, suit or proceeding relating thereto except in
such courts). Each of the parties hereto further agrees that service of any
process, summons, notice or document hand delivered or sent by U.S. registered
mail to such parties respective address set forth in Section 10.11 will be
effective service of process for any action, suit or proceeding in Pennsylvania
with respect to any matters to which it has submitted to jurisdiction as set
forth in the immediately preceding sentence. Each of the parties hereto
irrevocably and unconditionally waives any objection to the laying of venue of
any action, suit or proceeding arising out of this Agreement or the transactions
contemplated hereby or thereby (i) the Court of Common Pleas of Allegheny
County, Pennsylvania or (ii) the United States District Court for the Western
District of Pennsylvania, and hereby further irrevocably and unconditionally
waives and agrees not to plead or claim in any such court that any such action,
suit or proceeding brought in any such court has been brought in an inconvenient
forum.
SECTION 10.18. SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any law or
public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner in
order that the transactions contemplated hereby are consummated as originally
contemplated to the greatest extent possible.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed by their respective officers, each of whom is duly authorized, all
as of the Effective Date.
ALLEGHENY TELEDYNE INCORPORATED
By:
------------------------------------
(Name)
(Title)
19
<PAGE> 20
TELEDYNE TECHNOLOGIES INCORPORATED
By:
------------------------------------
(Name)
(Title)
[OTHER COMPANIES]
By:
------------------------------------
(Name)
(Title)
20
<PAGE> 1
Exhibit 10.3
EMPLOYEE BENEFITS AGREEMENT
BETWEEN
ALLEGHENY TELEDYNE INCORPORATED
AND
TELEDYNE TECHNOLOGIES INCORPORATED
DATED AS OF _______________, 1999
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <C>
ARTICLE I DEFINITIONS............................................................................................1
ARTICLE II GENERAL PRINCIPLES....................................................................................6
2.1 ASSUMPTION OF LIABILITIES...............................................................6
2.2 ESTABLISHMENT OF TELEDYNE TECHNOLOGIES PLANS............................................6
2.3 TERMS OF PARTICIPATION BY TELEDYNE TECHNOLOGIES INDIVIDUALS IN TELEDYNE
TECHNOLOGIES PLANS...................................................................7
ARTICLE III DEFINED BENEFIT PLANS................................................................................8
3.1 ESTABLISHMENT OF TELEDYNE TECHNOLOGIES PENSION PLAN AND TRUST...........................8
3.2 ASSUMPTION OF PENSION PLAN LIABILITIES AND ALLOCATION OF INTERESTS IN THE ATI
MASTER PENSION TRUST.................................................................8
3.3 FREEZING OF PENSION PLAN BENEFITS.......................................................9
3.4 CREDITING SERVICE UNDER ATI'S PENSION PLAN..............................................9
ARTICLE IV DEFINED CONTRIBUTION PLANS............................................................................9
4.1 401(k) PLAN.............................................................................9
ARTICLE V HEALTH AND WELFARE PLANS..............................................................................11
5.1 ASSUMPTION OF HEALTH AND WELFARE PLAN LIABILITIES......................................11
5.2 VENDOR CONTRACTS.......................................................................11
5.3 PROCEDURES FOR AMENDMENTS TO PLANS, PLAN DESIGNS, ADMINISTRATIVE PRACTICES,
AND VENDOR CONTRACTS................................................................13
5.4 ATI SICKNESS AND ACCIDENT, LONG TERM DISABILITY AND PENSION DISABILITY
BENEFITS............................................................................14
5.5 POST-RETIREMENT HEALTH AND LIFE INSURANCE BENEFITS.....................................14
5.6 COBRA AND DIRECT PAY...................................................................15
5.7 POST-DISTRIBUTION TRANSITIONAL ARRANGEMENTS............................................15
5.8 APPLICATION OF ARTICLE V TO TELEDYNE TECHNOLOGIES ENTITIES.............................16
</TABLE>
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<PAGE> 3
<TABLE>
<S> <C>
ARTICLE VI EXECUTIVE BENEFITS AND NON-EMPLOYEE DIRECTOR BENEFITS................................................17
6.1 ASSUMPTION OF OBLIGATIONS..............................................................17
6.2 CONSENTS AND NOTIFICATIONS.............................................................17
6.3 ATI 1999 BONUS PLAN....................................................................17
6.4 ATI INCENTIVE PLANS....................................................................17
6.5 ATI NONQUALIFIED DEFERRED COMPENSATION PROGRAMS........................................20
6.6 NON-EMPLOYEE DIRECTOR BENEFITS.........................................................20
6.7 CONFIDENTIALITY AND PROPRIETARY INFORMATION............................................21
ARTICLE VII GENERAL AND ADMINISTRATIVE..........................................................................21
7.1 INTERIM SERVICES AGREEMENT.............................................................21
7.2 PAYMENT OF LIABILITIES, PLAN EXPENSES AND RELATED MATTERS..............................21
7.3 SHARING OF PARTICIPANT INFORMATION.....................................................22
7.4 REPORTING AND DISCLOSURE AND COMMUNICATIONS TO PARTICIPANTS............................22
7.5 NON-TERMINATION OF EMPLOYMENT; NO THIRD-PARTY BENEFICIARIES............................22
7.6 BENEFICIARY DESIGNATIONS...............................................................23
7.7 REQUESTS FOR IRS RULINGS AND DOL OPINIONS..............................................23
7.8 FIDUCIARY MATTERS......................................................................23
7.9 COLLECTIVE BARGAINING..................................................................23
7.10 CONSENT OF THIRD PARTIES..............................................................23
7.11 INDEMNIFICATION OF ATI................................................................24
ARTICLE VIII MISCELLANEOUS......................................................................................24
8.1 FOREIGN PLANS..........................................................................24
8.2 EFFECT IF DISTRIBUTION DOES NOT OCCUR..................................................24
8.3 RELATIONSHIP OF PARTIES................................................................24
8.4 AFFILIATES.............................................................................24
8.5 COUNTERPARTS; ENTIRE AGREEMENT; CORPORATE POWER........................................24
8.6 GOVERNING LAW; CONSENT TO JURISDICTION.................................................25
8.7 ASSIGNABILITY..........................................................................25
8.8 THIRD PARTY BENEFICIARIES..............................................................26
8.9 NOTICES................................................................................26
8.10 SEVERABILITY..........................................................................26
8.12 HEADINGS..............................................................................26
8.13 WAIVERS OF DEFAULT....................................................................27
8.15 AMENDMENTS............................................................................27
8.16 INTERPRETATION........................................................................27
8.17 DISPUTES..............................................................................27
</TABLE>
ii
<PAGE> 4
EMPLOYEE BENEFITS AGREEMENT
________________, 1999
The parties to this Employee Benefits Agreement, dated as of the date
written above, are Allegheny Teledyne Incorporated, a Delaware corporation
("ATI"), and Teledyne Technologies Incorporated, a Delaware corporation
("Teledyne Technologies"). Capitalized terms used herein (other than the formal
names of ATI Plans (as defined below) and related trusts of ATI) and not
otherwise defined shall have the respective meanings assigned to them in Article
I hereof or as assigned to them in the Separation and Distribution Agreement (as
defined below).
WHEREAS, the Board of Directors of ATI has determined that it is in the
best interests of ATI and its stockholders to separate ATI's aerospace and
electronics businesses into an independent business entity;
WHEREAS, in furtherance of the foregoing, ATI and Teledyne Technologies
have entered into a Separation and Distribution Agreement, dated as of the date
hereof (the "Separation and Distribution Agreement"), and certain other
agreements that will govern certain matters relating to the Separation, the
Distribution and the relationship of ATI and Teledyne Technologies, and their
respective Subsidiaries following the Distribution; and
WHEREAS, pursuant to the Separation and Distribution Agreement, ATI and
Teledyne Technologies have agreed to enter into this agreement allocating
assets, liabilities and responsibilities with respect to certain employee
compensation and benefit plans and programs between them.
NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:
ARTICLE I
DEFINITIONS
For purposes of this Agreement the following terms shall have the
following meanings:
1.1 Agreement means this Employee Benefits Agreement,
including all the Schedules and Exhibits hereto.
1.2 ASO Contract is defined in Section 5.2(a)(i).
1.3 ATI Entity means any entity that is, at the relevant time,
an Affiliate of ATI, except that, for periods beginning Immediately After the
Distribution Date, the term "ATI Entity" shall not include Teledyne Technologies
or a Teledyne Technologies Entity.
<PAGE> 5
1.4 ATI Executive means an employee or former employee of ATI,
an ATI Entity, Teledyne Technologies or a Teledyne Technologies Entity, who
immediately before the Close of the Distribution Date is eligible to participate
in or receive a benefit under any ATI Executive Benefit Plan.
1.5 ATI Master Pension Trust means the master trust under
which the assets of the ATI Pension Plan are held.
1.6 ATI Pension Plan means the Allegheny Teledyne Incorporated
Pension Plan.
1.7 ATI Stock Value means the closing price per share of ATI
Common Stock (regular way) on the NYSE on the Distribution Date.
1.8 Award means an award under the Incentive Plan, including
Performance Awards and SARP Awards. When immediately preceded by "ATI," the term
Award (including the term Performance Award or SARP Award) means an award under
the ATI Incentive Plan. When immediately preceded by "Teledyne Technologies,"
the term Award (including the term Performance Award or SARP Award) means an
award under the Teledyne Technologies Incentive Plan.
1.9 Benefit Liabilities means any Liabilities (as defined in
the Separation and Distribution Agreement) relating to any contributions,
compensation or other benefits accrued or payable under any profit sharing,
pension, savings, deferred compensation, fringe benefit, insurance, medical,
medical reimbursement, life, disability, accident, post-retirement health or
welfare benefit, stock option, stock purchase, sick pay, vacation, employment,
severance, termination or other compensation or benefit plan, agreement,
contract, policy, trust fund or arrangement.
1.10 Change is defined in Section 5.3(b)(i).
1.11 Close of the Distribution Date means 5:00 P.M., Eastern
Standard Time or Eastern Daylight Time (whichever shall then be in effect), on
the Distribution Date.
1.12 COBRA means the continuation coverage requirements for
"group health plans" under Title X of the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended, and as codified in Code Section 4980B
and ERISA Sections 601 through 608.
1.13 Code means the Internal Revenue Code of 1986, as amended.
Reference to a specific Code provision also includes any proposed, temporary, or
final regulation in force under that provision.
1.14 Corporate-Owned Life Insurance Policies means the life
insurance policies owned by ATI insuring the lives of certain ATI Executives and
certain other highly compensated employees of ATI or an ATI Entity.
1.15 DOL means the United States Department of Labor.
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<PAGE> 6
1.16 ERISA means the Employee Retirement Income Security Act
of 1974, as amended. Reference to a specific provision of ERISA also includes
any proposed, temporary, or final regulation in force under that provision.
1.17 Executive Benefit Plans, when immediately preceded by
"ATI," means the executive benefit plans, programs, and arrangements
established, maintained, agreed upon, or assumed by ATI or an ATI Entity for the
benefit of employees and former employees of ATI or an ATI Entity before the
Close of the Distribution Date as listed in Schedule 1.17. When immediately
preceded by "Teledyne Technologies," Executive Benefit Plans means the executive
benefit plans and programs to be established by Teledyne Technologies pursuant
to Section 2.2 that correspond to the respective ATI Executive Benefit Plans.
1.18 Foreign Plan means a Plan maintained by ATI, an ATI
Entity, Teledyne Technologies, or a Teledyne Technologies Entity for the benefit
of employees outside the U.S.
1.19 Group Insurance Policies is defined in Section 5.2(b)(i).
1.20 HCRA Plan, when immediately preceded by "ATI," means the
ATI Health Care Reimbursement Account Plan. When immediately preceded by
"Teledyne Technologies," HCRA Plan means the Health Care Reimbursement Account
Plan to be established by Teledyne Technologies pursuant to Section 2.2.
1.21 Health and Welfare Plans, when immediately preceded by
"ATI," means the health and welfare plans listed on Schedule 1.21 established
and maintained by ATI for the benefit of employees and retirees of ATI and
certain ATI Entities, and such other welfare plans or programs as may apply to
such employees and retirees of ATI or an ATI Entity before the Close of the
Distribution Date. When immediately preceded by "Teledyne Technologies," Health
and Welfare Plans means the health and welfare plans to be established by
Teledyne Technologies pursuant to Section 2.2 that correspond to the respective
ATI Health and Welfare Plans.
1.22 HMO means a health maintenance organization that provides
benefits under one or more of the ATI Health and Welfare Plans or the Teledyne
Technologies Health and Welfare Plans.
1.23 HMO Agreements is defined in Section 5.2(c)(i).
1.24 Immediately After the Distribution Date means 5:01 P.M.,
Eastern Standard Time or Eastern Daylight Time (whichever shall then be in
effect), on the Distribution Date.
1.25 Incentive Plan, when immediately preceded by "ATI," means
any of the Allegheny Teledyne Incorporated 1996 Incentive Plan, any predecessor
Incentive Plan thereto and any other stock-based incentive plans assumed by ATI
by reason of merger, combination, acquisition or otherwise. When immediately
preceded by "Teledyne Technologies," Incentive Plan means the Incentive Plan to
be established by Teledyne Technologies pursuant to Section 2.2.
3
<PAGE> 7
1.26 IRS means the Internal Revenue Service.
1.27 Material Feature means any feature of a Plan that could
reasonably be expected to be of material importance to the sponsoring employer
or the participants and beneficiaries of the Plan, which could include,
depending on the type and purpose of the particular Plan, the class or classes
of employees eligible to participate in such Plan, the nature, type, form,
source, and level of benefits provided by the employer under such Plan and the
amount or level of contributions, if any, required to be made by participants
(or their dependents or beneficiaries) to or under such Plan.
1.28 Non-Employee Director, when immediately preceded by
"ATI," means a member of ATI's Board of Directors who is not an employee of ATI
or an ATI Entity. When immediately preceded by "Teledyne Technologies,"
Non-Employee Director means a member of Teledyne Technologies' Board of
Directors who is not an employee of Teledyne Technologies or a Teledyne
Technologies Entity.
1.29 Non-Employee Director Plans, when immediately preceded by
"ATI," means the Allegheny Teledyne Incorporated 1996 Non-Employee Director
Stock Compensation Plan and the Allegheny Teledyne Incorporated Fee Continuation
Plan for Non-Employee Directors. When immediately preceded by "Teledyne
Technologies," Non-Employee Director Plans means the plans and programs to be
established by Teledyne Technologies pursuant to Section 2.2 that correspond to
the ATI Non-Employee Director Plans.
1.30 Nonqualified Deferred Compensation Programs, when
immediately preceded by "ATI," means the Allegheny Teledyne Incorporated
Executive Deferred Compensation Plan, the Allegheny Teledyne Incorporated
Supplemental Pension Plan and the Teledyne, Inc. Pension Equalization Plan. When
immediately preceded by "Teledyne Technologies," Deferral Plan means the
Executive Deferred Compensation Plan to be established by Teledyne Technologies
pursuant to Section 2.2.
1.31 Option, when immediately preceded by "ATI," means an
option to purchase ATI Common Stock and, when immediately preceded by "Teledyne
Technologies," Option means an option to purchase Teledyne Technologies Common
Stock, in each case pursuant to an Incentive Plan.
1.32 PBGC means the Pension Benefit Guaranty Corporation.
1.33 Performance Award means any Award granted pursuant to the
terms of the Performance Share Program.
1.34 Performance Share Program means the Allegheny Teledyne
Incorporated Performance Share Program adopted pursuant to Administrative Rules
under the ATI Incentive Plan.
1.35 Plan, when immediately preceded by "ATI" or "Teledyne
Technologies," means any plan, policy, program, payroll practice, on-going
arrangement, contract, trust, insurance policy or other agreement or funding
vehicle providing benefits to employees, former
4
<PAGE> 8
employees or Non-Employee Directors of ATI or an ATI Entity, or Teledyne
Technologies or a Teledyne Technologies Entity, as applicable.
1.36 Ratio means the amount obtained by dividing the ATI Stock
Value by the Teledyne Technologies Stock Value.
1.37 Reasonable Efforts means such acts or actions that, in
the reasonable good faith opinion of the party taking such acts or actions, are
calculated to achieve, or otherwise further, the applicable provisions to which
the term applies; provided, however, to the extent any costs, fees or other
expenditures (the "Expenses") occur as a result of a party's use of Reasonable
Efforts and such expenses are not expressly allocated under the terms of this
Agreement or any Ancillary Agreement, such Expenses shall be borne by the party
for whose benefit such Expenses are incurred and such party shall indemnify and
hold harmless the other party with respect to such Expenses.
1.38 SARP, when immediately preceded by "ATI," means the
Allegheny Teledyne Incorporated Stock Acquisition and Retention Program.
1.39 SARP Award means any Award granted pursuant to the terms
of the SARP.
1.40 Section 414(l) Amount is defined in the last sentence of
Section 3.2(a).
1.41 Separation and Distribution Agreement is defined in the
third paragraph of the preamble of this Agreement.
1.42 Stock Purchase Plan when immediately preceded by "ATI,"
means the Allegheny Teledyne Incorporated Employee Stock Purchase Plan. When
immediately preceded by "Teledyne Technologies," Stock Purchase Plan means the
employee stock purchase plan to be established by Teledyne Technologies pursuant
to Section 2.2.
1.43 Teledyne means Teledyne, Inc., a Delaware corporation, or
its successors or assigns.
1.44 Teledyne 401(k) Plan means the Teledyne, Inc. 401(k)
Plan.
1.45 Teledyne Technologies Entity means any Person that is, at
the relevant time, a Subsidiary of Teledyne Technologies or is otherwise
controlled, directly or indirectly, by Teledyne Technologies.
1.46 Teledyne Technologies 401(k) Plan means, for the period
between the Close of the Distribution Date and April 1, 2000, that portion of
the Teledyne 401(k) Plan amended as described in Section 4.1(a) and, for the
period on and after April 1, 2000, the separate 401(k) plan established by
Teledyne Technologies effective no later than April 1, 2000.
1.47 Teledyne Technologies Individual means any individual
who, Immediately After the Distribution Date, (i) is an active hourly or
salaried employee of one of the Teledyne
5
<PAGE> 9
Technologies Entities or (ii) is a former hourly or salaried employee who is in
pay status or deferred vested status under the ATI Pension Plan of one of the
Teledyne Technologies Entities listed in Schedule 1.47.
1.48 Teledyne Technologies Pension Plan means the pension plan
established by Teledyne Technologies pursuant to Article III and Section 2.2.
1.49 Teledyne Technologies Pension Plan Participants means,
collectively, the Teledyne Technologies Individuals who are eligible to
participate and/or receive benefits under the terms of the Teledyne Technologies
Pension Plan.
1.50 Teledyne Technologies Stock Value means the opening price
per share of Teledyne Technologies Common Stock on the NYSE on the day following
the Distribution Date.
ARTICLE II
GENERAL PRINCIPLES
2.1 ASSUMPTION OF LIABILITIES. Except as otherwise expressly
provided in Article III and Article VI, Teledyne Technologies hereby assumes and
agrees to pay, perform, fulfill and discharge, in accordance with their
respective terms, all of the following (regardless of when or where such Benefit
Liabilities arose or arise or were or are incurred): (i) all Benefit Liabilities
to or relating to Teledyne Technologies Individuals, and their respective
dependents and beneficiaries, in each case relating to, arising out of or
resulting from employment by ATI or an ATI Entity before the Distribution Date
(including Benefit Liabilities under ATI Plans and Teledyne Technologies Plans);
(ii) all other Benefit Liabilities to or relating to Teledyne Technologies
Individuals and other employees of Teledyne Technologies or a Teledyne
Technologies Entity, and their dependents and beneficiaries, to the extent
relating to, arising out of or resulting from future, present or former
employment with Teledyne Technologies or a Teledyne Technologies Entity
(including Benefit Liabilities under ATI Plans and Teledyne Technologies Plans);
(iii) all Benefit Liabilities relating to, arising out of or resulting from any
other actual or alleged employment relationship with Teledyne Technologies or a
Teledyne Technologies Entity; (iv) all Benefit Liabilities relating to, arising
out of or resulting from the imposition of withdrawal liability under Subtitle E
of Title IV of ERISA as a result of a complete or partial withdrawal of any ATI
Entity from a "multiemployer plan" within the meaning of ERISA Section 4021
which occurs solely as a result of the Separation or the Distribution; and (v)
all other Benefit Liabilities relating to, arising out of or resulting from
obligations, liabilities and responsibilities expressly assumed or retained by
Teledyne Technologies, a Teledyne Technologies Entity, or a Teledyne
Technologies Plan pursuant to this Agreement. Notwithstanding the generality of
the foregoing, Teledyne Technologies does not assume or agree to pay, perform,
fulfill or discharge any Benefit Liabilities relating to, arising out of or
resulting from the Teledyne Savings and Retirement Supplemental Plan.
2.2 ESTABLISHMENT OF TELEDYNE TECHNOLOGIES PLANS. Effective prior
to the Distribution Date, Teledyne Technologies shall adopt, or cause to be
adopted, the Teledyne
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Technologies Pension Plan and its related trust, the amended Teledyne 401(k)
Plan for the period between the Distribution Date and April 1, 2000, the
Teledyne Technologies Stock Purchase Plan, the Teledyne Technologies Health and
Welfare Plans, and the Teledyne Technologies Executive Benefit Plans for the
benefit of the Teledyne Technologies Individuals and other current and future
employees of Teledyne Technologies and the Teledyne Technologies Entities;
provided, however, that Teledyne Technologies may, in its sole discretion, elect
not to adopt or establish the Plan or Plans listed in Schedule 2.2(a). Subject
to the provisions of Section 4.1 regarding the Teledyne Technologies 401(k)
Plan, or as otherwise may be set forth in Schedule 2.2(b), the foregoing
Teledyne Technologies Plans shall be substantially identical in all Material
Features to the corresponding ATI Plans as in effect as of the Close of the
Distribution Date. Effective prior to or within a reasonable time after the
Distribution Date, Teledyne Technologies shall adopt, or cause to be adopted,
the Teledyne Technologies Non-Employee Director Plans, for the benefit of
Teledyne Technologies Non-Employee Directors. The Teledyne Technologies
Non-Employee Director Plans shall be substantially similar in all Material
Features to the corresponding ATI Non-Employee Director Plans as in effect on
the Distribution Date. Effective no later than April 1, 2000, Teledyne
Technologies shall adopt the Teledyne Technologies 401(k) Plan and its related
trust.
2.3 TERMS OF PARTICIPATION BY TELEDYNE TECHNOLOGIES INDIVIDUALS IN
TELEDYNE TECHNOLOGIES PLANS. The Teledyne Technologies Plans shall be, with
respect to Teledyne Technologies Individuals, in all respects the successors in
interest to, and shall not provide benefits that duplicate benefits provided by,
the corresponding ATI Plans. ATI and Teledyne Technologies shall agree on
methods and procedures, including amending the respective Plan documents and/or
requesting approvals or consents of Teledyne Technologies Individuals where the
parties deem appropriate, to prevent Teledyne Technologies Individuals from
receiving duplicative benefits from the ATI Plans and the Teledyne Technologies
Plans. With respect to Teledyne Technologies Individuals, each Teledyne
Technologies Plan shall provide that all service, all compensation and all other
benefit-affecting determinations that, as of the Close of the Distribution Date,
were recognized under the corresponding ATI Plan shall, as of Immediately After
the Distribution Date, receive full recognition, credit, and validity and be
taken into account under such Teledyne Technologies Plan to the same extent as
if such items occurred under such Teledyne Technologies Plan, except to the
extent that duplication of benefits would result. The provisions of this
Agreement for the transfer of assets from certain trusts relating to ATI Plans
(including Foreign Plans) to the corresponding trusts relating to Teledyne
Technologies Plans (including Foreign Plans) are based upon the understanding of
the parties that each such Teledyne Technologies Plan will assume all Benefit
Liabilities of the corresponding ATI Plan to or relating to Teledyne
Technologies Individuals, as provided for herein. If any such Benefit
Liabilities are not effectively assumed by the appropriate Teledyne Technologies
Plan, then the amount of assets transferred to the trust relating to such
Teledyne Technologies Plan from the trust relating to the corresponding ATI Plan
shall be recomputed as set forth below, but taking into account the retention of
such Benefit Liabilities by such ATI Plan, and assets shall be transferred by
the trust relating to such Teledyne Technologies Plan to the trust relating to
such ATI Plan so as to place each such trust in the position it would have been
in, had the initial asset transfer been made in accordance with such recomputed
amount of assets.
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ARTICLE III
DEFINED BENEFIT PLANS
3.1 ESTABLISHMENT OF TELEDYNE TECHNOLOGIES PENSION PLAN AND TRUST.
The Teledyne Technologies Pension Plan, established by Teledyne Technologies
pursuant to Section 2.2, (i) shall be a qualified defined benefit pension plan
within the meaning of Code Section 401(a), (ii) shall contain provisions, terms
and conditions substantially similar to the provisions, terms and conditions of
the ATI Pension Plan, (iii) shall provide coverage to and assume the benefit
payment obligations of the ATI Pension Plan with respect to the Teledyne
Technologies Pension Plan Participants, (iv) shall provide a benefit formula
which shall accrue benefits for eligible Teledyne Technologies Individuals at a
rate substantially similar to the rate at which benefits are accrued under the
ATI Pension Plan and (v) shall provide that the Teledyne Technologies Pension
Plan cannot be amended to increase the rate of benefit accrual until January 1,
2001 without the prior written consent of ATI. The trust related to the Teledyne
Technologies Pension Plan, established by Teledyne Technologies pursuant to
Section 2.2, is intended to be exempt from taxation under Code Section 501(a)
and Teledyne Technologies shall take all steps necessary or appropriate to cause
such trust to meet the requirements for tax exemption under Code Section 501(a).
3.2 ASSUMPTION OF PENSION PLAN LIABILITIES AND ALLOCATION OF INTERESTS
IN THE ATI MASTER PENSION TRUST.
(a) CALCULATION OF ASSET ALLOCATION. A nationally-recognized
actuarial firm, selected by ATI in its sole and absolute discretion (the
"Actuary"), shall determine the Section 414(l) Amount effective as of the
Distribution Date. As soon as practicable after the Distribution Date, the
Actuary shall deliver to ATI and Teledyne Technologies a written report, with
the necessary supporting data, setting forth the calculations by the Actuary of
the Section 414(l) Amount and a certification that such amount complies with
Section 414(l) of the Code. The Actuary's determination of the Section 414(l)
Amount shall be final and binding on all parties hereto and for all purposes
hereunder. The costs of the Actuary with respect to the determination of the
Section 414(l) Amount under this Section 3.2(a) shall be borne equally by ATI
and Teledyne Technologies. The "Section 414(l) Amount" means the minimum amount
required to be transferred from the ATI Pension Plan to the Teledyne
Technologies Pension Plan with respect to the Teledyne Technologies Pension Plan
Participants pursuant to Section 208 of ERISA and Section 414(l) of the Code and
the applicable rulings and regulations thereunder using actuarial assumptions
deemed reasonable in the aggregate by the Actuary within the meaning of Treasury
Regulation Section 1.414(l)-1(b)(9) with respect to plan terminations occurring
as of the Distribution Date.
(b) TRANSFER OF ASSETS. As soon as practicable after
determination of the Section 414(l) Amount in accordance with the procedures set
forth in Section 3.2(a) but in no event earlier than two (2) business days after
the Distribution Date or more than sixty (60) days after the Distribution Date,
ATI shall cause to be transferred from the ATI Master Pension Trust to the
Teledyne Technologies Master Pension Trust assets in a form determined by ATI in
its
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sole discretion with a market value then equal to the sum of (i) the Section
414(l) Amount and (ii) $50,000,000, together with interest on such Section
414(l) Amount for the period from the Distribution Date to the date of transfer
at a rate equal to the rate of interest on 90-day U.S. Treasury bills as of the
Distribution Date, reduced by the amount of any benefit payments due and made to
or on behalf of any of the Teledyne Technologies Individuals from the ATI Master
Pension Trust during such period and not taken into account in determining the
Section 414(l) Amount. As of the date of such transfer of assets, Teledyne
Technologies shall assume all Benefit Liabilities to or relating to Teledyne
Technologies Pension Plan Participants under ATI's Pension Plan and ATI's
Pension Plan shall retain no liability for such benefits.
3.3 FREEZING OF PENSION PLAN BENEFITS. Effective Immediately After
the Distribution Date, the accrued benefits with respect to Teledyne
Technologies Individuals who, as of the Distribution Date, were participants
under the ATI Pension Plan shall be frozen and such Individuals shall not accrue
any additional benefits from and after the Distribution Date under the ATI
Pension Plan. The assets and Benefit Liabilities with respect to such
Individuals, determined as of the Distribution Date, shall be retained by the
ATI Pension Plan and its related trust and paid therefrom when due under the
terms of the ATI Pension Plan.
3.4 CREDITING SERVICE UNDER ATI'S PENSION PLAN. Teledyne
Technologies Individuals other than Teledyne Technologies Pension Plan
Participants who, as of the Distribution Date, were participants in the ATI
Pension Plan will continue to receive service credit for vesting and retirement
benefit eligibility purposes under the ATI Pension Plan for service with
Teledyne Technologies after the Distribution Date.
ARTICLE IV
DEFINED CONTRIBUTION PLANS
4.1 401(k) PLAN.
(a) ADOPTION BY TELEDYNE TECHNOLOGIES OF TELEDYNE 401(k) PLAN
AMENDED TO BE A MULTIPLE EMPLOYER PLAN. On or before the Distribution Date, the
Teledyne 401(k) Plan will be amended by Teledyne to be and become a multiple
employer plan under which Teledyne Technologies may elect to be a contributing
sponsor and to provide participation to Teledyne Technologies Individuals under
the terms and conditions set forth in the Teledyne 401(k) Plan for a period
ending on the earlier of (i) adoption by Teledyne Technologies of the Teledyne
Technologies 401(k) Plan or (ii) April 1, 2000. The right to amend the Teledyne
401(k) Plan in any respect shall be exclusively within the power of Teledyne at
all relevant times. As amended, the Teledyne 401(k) Plan shall provide that (A)
Teledyne Technologies Individuals shall not be permitted to direct investments
after the Distribution Date in shares of common stock of ATI ("ATI Common
Stock") or in the common stock of Teledyne Technologies or any other corporation
spun off by ATI on the Distribution Date and (B) that each Teledyne Technologies
Individual shall have the right to direct the administrator of the Teledyne
401(k) Plan to liquidate such Teledyne Technologies Individual's interest in
shares of ATI Common Stock, Teledyne Technologies Common Stock or the common
stock of any other previously related corporation
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and direct the method of reinvestment of the proceeds of such sale from among
the options then available under the Teledyne 401(k) Plan.
(b) ESTABLISHMENT OF TELEDYNE TECHNOLOGIES 401(k) PLAN AND
TRUST. The Teledyne Technologies 401(k) Plan, established by Teledyne
Technologies no later than April 1, 2000 pursuant to Section 2.2, (i) shall be a
qualified defined contribution plan within the meaning of Code Section 401(a),
(ii) except as provided under Section 4.1(c), shall contain provisions, terms
and conditions substantially similar to the provisions, terms and conditions of
the Teledyne 401(k) Plan, including provisions with respect to the ATI Common
Stock and the common stock of Teledyne Technologies and any other corporation
spun off by ATI on the Distribution Date, and shall further provide that if ATI
Common Stock and/or common stock of any previously related corporation other
than Teledyne Technologies is held in accounts of Teledyne Technologies
Individuals in the Teledyne 401(k) Plan as of December 31, 2002, interests of
Teledyne Technologies Individuals in such stock shall be liquidated by the Plan
administrator and the proceeds reinvested in Teledyne Technologies Common Stock,
and (iii) shall provide coverage from and after the earlier of (i) its adoption
by Teledyne Technologies or (ii) April 1, 2000 with respect to Teledyne
Technologies Individuals who, as of the later of the dates above, were
participants in the Teledyne 401(k) Plan, as amended as described in Section
4.1(a). The trust related to the Teledyne Technologies 401(k) Plan, established
by Teledyne Technologies pursuant to Section 2.2, shall be exempt from taxation
under Code Section 501(a).
(c) ASSUMPTION OF LIABILITIES AND TRANSFER OF ASSETS.
(i) Effective Immediately After the Distribution Date
and until the earlier of (i) the date of adoption by Teledyne Technologies of
the Teledyne Technologies 401(k) Plan or (ii) April 1, 2000, ATI shall
administer or cause the administration of the assets and Benefit Liabilities of
the Teledyne 401(k) Plan with respect to both Teledyne employees and Teledyne
Technologies Individuals. Teledyne Technologies shall pay to ATI, within thirty
days of presentment of an invoice therefor, an amount equal to the actual cost
incurred by ATI for administration of the assets and Benefit Liabilities in the
Teledyne 401(k) Plan relating to Teledyne Technologies Individuals. Teledyne
Technologies Individuals shall continue to accrue service credit under the
Teledyne 401(k) Plan for vesting and benefit eligibility purposes until the
earlier of (i) the date of adoption by Teledyne Technologies of the Teledyne
Technologies 401(k) Plan or (ii) April 1, 2000. Effective as of the earlier of
(i) adoption by Teledyne Technologies of the Teledyne Technologies 401(k) Plan
or (ii) April 1, 2000: (A) the Teledyne Technologies 401(k) Plan shall assume
and be solely responsible for all Benefit Liabilities to or relating to Teledyne
Technologies Individuals under the Teledyne Technologies 401(k) Plan, and (B)
ATI shall cause an amount equal to the aggregate account balances of the
Teledyne Technologies Individuals participating under the Teledyne 401(k) Plan,
whether such amounts are vested or unvested under the terms of the Teledyne
401(k) Plan, which are held by the related trust as of the applicable of (i) the
date of adoption by Teledyne Technologies of the Teledyne Technologies 401(k)
Plan or (ii) April 1, 2000 (or such other date as may be agreed by ATI and
Teledyne Technologies) to be transferred to the Teledyne Technologies 401(k)
Plan, and its related trust, and Teledyne Technologies shall cause such
transferred accounts to be accepted by such plan and trust. In ATI's sole and
absolute discretion, the amount so transferred may be in cash or in kind or a
combination thereof; provided, however, that the following shall be transferred
in kind: (A) shares of ATI Common Stock, shares of Teledyne Technologies Common
Stock allocated to participants' accounts as a result of the Distribution and
shares of Water Pik Technologies, Inc.
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Common Stock allocated to participants' accounts as a result of the spin-off of
ATI's consumer business; and (B) all promissory notes reflecting participant
loans to Teledyne Technologies Individuals under the Teledyne 401(k) Plan
outstanding as of the Distribution Date.
(ii) If any benefit with respect to a Teledyne
Technologies Individual under the Teledyne 401(k) Plan is subject to a qualified
domestic relations order at the time of transfer, all documentation concerning
such qualified domestic relations order shall be assigned to the Teledyne
Technologies 401(k) Plan.
ARTICLE V
HEALTH AND WELFARE PLANS
5.1 ASSUMPTION OF HEALTH AND WELFARE PLAN LIABILITIES.
(a) Immediately After the Distribution Date, all Benefit
Liabilities to or relating to Teledyne Technologies Individuals under the ATI
Health and Welfare Plans shall cease to be Benefit Liabilities of the ATI Health
and Welfare Plans and shall be assumed by the corresponding Teledyne
Technologies Health and Welfare Plans.
(b) Notwithstanding Section 5.1(a), all treatments which have
been pre-certified for or are being provided to a Teledyne Technologies
Individual as of the Close of the Distribution Date shall be provided without
interruption under the appropriate ATI Health and Welfare Plan until such
treatment is concluded or discontinued pursuant to applicable plan rules and
limitations, but Teledyne Technologies shall continue to be responsible for all
Benefit Liabilities relating to, arising out of or resulting from such ongoing
treatments as of the Close of the Distribution Date.
5.2 VENDOR CONTRACTS.
(a) THIRD-PARTY ASO CONTRACTS.
(i) ATI shall use its Reasonable Efforts to amend
each administrative services only contract with a third-party administrator that
relates to any of the ATI Health and Welfare Plans (an "ASO Contract") in
existence as of the date of this Agreement to permit Teledyne Technologies to
participate in the terms and conditions of such ASO Contract from Immediately
After the Distribution Date until December 31, 2000. ATI shall use its
Reasonable Efforts to cause all ASO Contracts into which ATI enters after the
date of this Agreement but before the Close of the Distribution Date to allow
Teledyne Technologies to participate in the terms and conditions thereof
effective Immediately After the Distribution Date on the same basis as ATI.
(ii) ATI shall have the right to determine, and shall
promptly notify Teledyne Technologies of, the manner in which Teledyne
Technologies' participation in the terms and conditions of ASO Contracts as set
forth above shall be effectuated. The permissible
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ways in which Teledyne Technologies' participation may be effectuated include
automatically making Teledyne Technologies a party to the ASO Contracts or
obligating the third party to enter into a separate ASO Contract with Teledyne
Technologies providing for the same terms and conditions as are contained in the
ASO Contracts to which ATI is a party (or such other arrangement as to which ATI
and Teledyne Technologies shall mutually agree). Such terms and conditions shall
include the financial and termination provisions, performance standards,
methodology, auditing policies, quality measures, reporting requirements and
target claims. Teledyne Technologies hereby authorizes ATI to act on its behalf
to extend to Teledyne Technologies the terms and conditions of the ASO
Contracts. Teledyne Technologies shall fully cooperate with ATI in such efforts,
and Teledyne Technologies shall not perform any act, including discussing any
alternative arrangements with any third party, that would prejudice ATI's
efforts.
(b) GROUP INSURANCE POLICIES.
(i) This Section 5.2(b) applies to group insurance
policies not subject to allocation or transfer pursuant to the foregoing
provisions of this Article V ("Group Insurance Policies").
(ii) ATI shall use its Reasonable Efforts to amend
each Group Insurance Policy in existence as of the date of this Agreement for
the provision or administration of benefits under the ATI Health and Welfare
Plans to permit Teledyne Technologies to participate in the terms and conditions
of such policy from Immediately After the Distribution Date until December 31,
2000. ATI shall use its Reasonable Efforts to cause all Group Insurance Policies
into which ATI enters or which ATI renews after the date of this Agreement but
before the Close of the Distribution Date to allow Teledyne Technologies to
participate in the terms and conditions thereof effective Immediately After the
Distribution Date on the same basis as ATI.
(iii) Teledyne Technologies' participation in the
terms and conditions of each such Group Insurance Policy shall be effectuated by
obligating the insurance company that issued such insurance policy to ATI to
issue one or more separate policies to Teledyne Technologies. Such terms and
conditions shall include the financial and termination provisions, performance
standards and target claims. Teledyne Technologies hereby unconditionally and
irrevocably authorizes ATI to act on its behalf to extend to Teledyne
Technologies the terms and conditions of such Group Insurance Policies. Teledyne
Technologies shall fully cooperate with ATI in such efforts, and Teledyne
Technologies shall not perform any act, including discussing any alternative
arrangements with third parties, that would prejudice ATI's efforts.
(c) HMO AGREEMENTS.
(i) Before the Distribution Date, ATI shall use its
Reasonable Efforts to amend all letter agreements with HMOs that provide medical
services under the ATI Medical Plans for 1999 ("HMO Agreements") in existence as
of the date of this Agreement to permit Teledyne Technologies to participate in
the terms and conditions of such HMO Agreements, in each case, from Immediately
After the Distribution Date until December 31, 2000. ATI shall use its
Reasonable Efforts to cause all HMO Agreements into which ATI enters after the
date of this
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Agreement but before the Close of the Distribution Date to allow Teledyne
Technologies to participate in the terms and conditions of such HMO Agreements
from Immediately After the Distribution Date until December 31, 2000 on the same
basis as ATI.
(ii) ATI shall have the right to determine, and shall
promptly notify Teledyne Technologies of, the manner in which Teledyne
Technologies' participation in the terms and conditions of all HMO Agreements as
set forth above shall be effectuated. The permissible ways in which Teledyne
Technologies' participation may be effectuated include automatically making
Teledyne Technologies a party to the HMO Agreements or obligating the HMOs to
enter into letter agreements with Teledyne Technologies which are identical to
the HMO Agreements (or such other arrangement as to which ATI and Teledyne
Technologies shall mutually agree). Such terms and conditions shall include the
financial and termination provisions of the HMO Agreements. Teledyne
Technologies hereby authorizes ATI to act on its behalf to extend to Teledyne
Technologies the terms and conditions of the HMO Agreements. Teledyne
Technologies shall fully cooperate with ATI in such efforts, and Teledyne
Technologies shall not perform any act, including discussing any alternative
arrangements with any third-party, that would prejudice ATI's efforts.
(iii) Notwithstanding anything in this Article V to
the contrary, Teledyne Technologies shall have the sole discretion to determine
which HMOs to offer to the participants in the Teledyne Technologies Health and
Welfare Plans for 2001 and subsequent years, and all HMO Agreements in which
Teledyne Technologies participates pursuant to this Section 5.2(c) shall provide
Teledyne Technologies with the right to discontinue its participation effective
January 1, 2001.
5.3 PROCEDURES FOR AMENDMENTS TO PLANS, PLAN DESIGNS, ADMINISTRATIVE
PRACTICES, AND VENDOR CONTRACTS.
(a) AMENDMENTS TO PLAN DOCUMENTS. From Immediately After the
Distribution Date through December 31, 2000, Teledyne Technologies shall not
amend any Teledyne Technologies Health and Welfare Plan or Plans, and Teledyne
Technologies shall have no rights or privileges with respect to such Plans other
than those rights and privileges contained in any policy, contract or other
written arrangement governing such Plans. During any period in which ATI is
providing Interim Services with respect to any Teledyne Technologies Health and
Welfare Plan pursuant to Section 7.1, ATI shall have the right to amend any
applicable Teledyne Technologies Health and Welfare Plan; provided that, in
ATI's reasonable good faith opinion, such amendment will have no material
adverse impact on the Teledyne Technologies Health and Welfare Plan or its
participants or, to the extent a material adverse impact would occur, such
impact would affect both the applicable Teledyne Technologies Health and Welfare
Plan and any corresponding ATI Health and Welfare Plan and any costs incurred as
a result of such amendment shall be borne by ATI and Teledyne Technologies in
the same proportion that Teledyne Technologies and ATI employees, respectively,
participate.
(b) CHANGES IN VENDOR CONTRACTS, GROUP INSURANCE POLICIES,
PLAN DESIGN, AND ADMINISTRATION PRACTICES AND PROCEDURES.
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(i) From Immediately After the Distribution Date
until December 31, 2000, Teledyne Technologies shall not materially modify, or
take other action which would have a material effect on, any of the following
items (each such modification, a "Change"): (A) the termination date,
administration, or operation of (1) an ASO contract between ATI or Teledyne
Technologies and a third-party administrator, (2) a Group Insurance Policy
issued to ATI or Teledyne Technologies, or (3) an HMO Agreement with ATI or
Teledyne Technologies, in each case, the material terms and conditions of which
contracts and policies are extended to Teledyne Technologies or to which
Teledyne Technologies becomes a party pursuant to Section 5.2; (B) the design of
either an ATI Health and Welfare Plan or a Teledyne Technologies Health and
Welfare Plan; or (C) the financing, operation, administration or delivery of
benefits under either an ATI Health and Welfare Plan or a Teledyne Technologies
Health and Welfare Plan.
(ii) During any period in which ATI is providing
Interim Services with respect to any Teledyne Technologies Health and Welfare
Plan pursuant to Section 7.1, ATI shall be permitted to make any Change to such
Teledyne Technologies Plan; provided that, in ATI's reasonable good faith
opinion, such Change would affect both the applicable Teledyne Technologies
Health and Welfare Plan and any corresponding ATI Health and Welfare Plan and
any costs incurred as a result of such amendment shall be borne by ATI and
Teledyne Technologies in the same proportion that Teledyne Technologies and ATI
employees, respectively, participate.
(c) EMPLOYEE CONTRIBUTIONS. Except as otherwise expressly
provided in Sections 5.3(a) and 5.3(b), as of January 1, 2001, Teledyne
Technologies shall have the right, in its sole and absolute discretion and
without compliance with Sections 5.3(a) and 5.3(b), to increase or decrease the
amount of employee contributions under their respective Health and Welfare
Plans.
5.4 ATI SICKNESS AND ACCIDENT, LONG TERM DISABILITY AND PENSION
DISABILITY BENEFITS. ATI shall transfer to Teledyne Technologies, effective
Immediately After the Distribution Date, responsibility for administering all
claims incurred by Teledyne Technologies Individuals and other employees and
former employees of Teledyne Technologies and the Teledyne Technologies Entities
before the Close of the Distribution Date that are administered by ATI as of the
Close of the Distribution Date. Teledyne Technologies shall administer such
claims in the same manner, and using the same methods and procedures, as ATI
used in administering such claims. Teledyne Technologies shall have sole
discretionary authority to make any necessary determinations with respect to
such claims, including entering into settlements with respect to such claims.
5.5 POST-RETIREMENT HEALTH AND LIFE INSURANCE BENEFITS. As soon as
practicable after the Distribution Date, Teledyne Technologies shall provide ATI
with a list of all Teledyne Technologies Individuals who are, to the best
knowledge of Teledyne Technologies, eligible to receive retiree medical or
dental coverage under the ATI Health and Welfare Plans from and after the
Distribution Date and/or post-retirement life insurance coverage under the ATI
Group Life Program, and the type of retiree medical or dental coverage and the
level of life insurance coverage for which they are eligible, as applicable.
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5.6 COBRA AND DIRECT PAY. Effective Immediately After the
Distribution Date, Teledyne Technologies shall solely be responsible for
administering compliance with the health care continuation coverage requirements
of COBRA and the Teledyne Technologies Health and Welfare plans, and, with
respect to Teledyne Technologies Individuals, the ATI Health and Welfare Plans.
5.7 POST-DISTRIBUTION TRANSITIONAL ARRANGEMENTS.
(a) CONTINUANCE OF ELECTIONS, CO-PAYMENTS AND MAXIMUM
BENEFITS.
(i) Teledyne Technologies shall cause the Teledyne
Technologies Health and Welfare Plans to recognize and maintain all coverage and
contribution elections made by Teledyne Technologies Individuals under the ATI
Health and Welfare Plans and apply such elections under the Teledyne
Technologies Health and Welfare Plans for the remainder of the period or periods
for which such elections are by their terms applicable. The transfer or other
movement of employment from ATI to Teledyne Technologies at any time before the
Close of the Distribution Date shall neither constitute nor be treated as a
"status change" under the ATI Health and Welfare Plans or the Teledyne
Technologies Health and Welfare Plans.
(ii) Teledyne Technologies shall cause the Teledyne
Technologies Health and Welfare Plans to recognize and give credit for (A) all
amounts applied to deductibles, out-of-pocket maximums, and other applicable
benefit coverage limits with respect to which such expenses have been incurred
by Teledyne Technologies Individuals under the ATI Health and Welfare Plans for
the remainder of the year in which the Distribution occurs, and (B) all benefits
paid to Teledyne Technologies Individuals under the ATI Health and Welfare Plans
for purposes of determining when such persons have reached their lifetime
maximum benefits under the Teledyne Technologies Health and Welfare Plans.
(iii) Teledyne Technologies shall recognize and
maintain through December 31, 1999 all eligible populations covered by the ATI
Health and Welfare Plans (as defined in the applicable ATI Health and Welfare
Plan documents), including Class I and Class II dependents, term and temporary
employees, alternate benefit plan employees, and all categories of part-time
employees (which are fully and non-fully eligible for company contributions).
(iv) Teledyne Technologies shall (A) provide coverage
to Teledyne Technologies Individuals under the Teledyne Technologies Group Life
Program without the need to undergo a physical examination or otherwise provide
evidence of insurability, and (B) recognize and maintain all irrevocable
assignments and accelerated benefit option elections made by Teledyne
Technologies Individuals under the ATI Group Life Program.
(b) OTHER POST-DISTRIBUTION TRANSITIONAL RULES.
(i) ATI HCRA PLAN. To the extent any Teledyne
Technologies Individual contributed to an account under the ATI HCRA Plan during
the calendar year that includes the Distribution Date, effective as of the Close
of the Distribution Date, ATI shall
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transfer to the Teledyne Technologies HCRA Plan the account balances of Teledyne
Technologies Individuals for such calendar year under the ATI HCRA Plan,
regardless of whether the account balance is positive or negative.
(ii) ATI CHILD/ELDER CARE REIMBURSEMENT ACCOUNT PLAN.
To the extent any Teledyne Technologies Individual contributed to the ATI CECRA
Plan during the calendar year that includes the Distribution Date, ATI shall
transfer the account balances of Teledyne Technologies Individuals for such
calendar year in the ATI CECRA Plan to the Teledyne Technologies CECRA Plan.
(iii) POST-RETIREMENT MEDICAL PLAN. For a period
ending on December 31st of the calendar year which is five calendar years after
the Distribution Date, Teledyne Technologies shall comply with all cost
maintenance period requirements and benefit maintenance period requirements
under Code Section 401(h) or 420 that are applicable to post-retirement health
benefits under the Teledyne Technologies Health Plans for any pension asset
transfers pursuant to Code Section 420 by or on behalf of ATI for qualified
current retiree health liabilities (as defined under Code Section 420). With
respect to any pension asset transfers pursuant to Code Section 420, Teledyne
Technologies shall obtain ATI's prior written approval before amending any
Teledyne Technologies Health Plan with respect to the provision of
post-retirement health benefits during the cost maintenance or benefit
maintenance periods to which the ATI Health Plans are subject pursuant to Code
Section 420 and no such amendment shall be effective in any respect until ATI's
prior written approval is obtained. No pension asset transfer pursuant to Code
Section 420 shall be made by Teledyne Technologies after the date hereof and
before the Close of the Distribution Date unless Teledyne Technologies and ATI
so agree.
(iv) HEALTH AND WELFARE PLANS SUBROGATION RECOVERY.
After the Close of the Distribution Date, ATI shall pay to Teledyne Technologies
any amounts ATI recovers from time to time through subrogation or otherwise for
claims incurred by or reimbursed to any Teledyne Technologies Individual. If
Teledyne Technologies recovers any amounts through subrogation or otherwise for
claims incurred by or reimbursed to employees and former employees of ATI or an
ATI Entity and their respective beneficiaries and dependents (other than
Teledyne Technologies Individuals), Teledyne Technologies shall pay such amounts
to ATI.
5.8 APPLICATION OF ARTICLE V TO TELEDYNE TECHNOLOGIES ENTITIES.
Any reference in this Article V to "Teledyne Technologies" shall include a
reference to a Teledyne Technologies Entity when and to the extent ATI or
Teledyne Technologies has caused the Teledyne Technologies Entity to (a) become
a party to a vendor contract, group insurance contract, or HMO letter agreement
associated with a Teledyne Technologies Health and Welfare Plan, (b) become a
self-insured entity for the purposes of one or more Teledyne Technologies Health
and Welfare Plans, (c) assume all or a portion of the liabilities or
administrative responsibilities for benefits which arose before the Close of the
Distribution Date under an ATI Health and Welfare Plan and which were expressly
assumed by Teledyne Technologies pursuant to the terms of this Agreement, or (d)
take any other action, extend any coverage, assume any other liability or
fulfill any other responsibility that Teledyne Technologies would otherwise be
required to take under the terms of this Article V, unless it is clear from the
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context that the particular reference is not intended to include a Teledyne
Technologies Entity. In all such instances in which a reference in this Article
V to "Teledyne Technologies" includes a reference to a Teledyne Technologies
Entity, Teledyne Technologies shall be responsible to ATI for ensuring that the
Teledyne Technologies Entity complies with the applicable terms of this
Agreement and the Teledyne Technologies Individuals allocated to such Teledyne
Technologies Entity shall have the same rights and entitlements to benefits
under the applicable Teledyne Technologies Health and Welfare Plans that the
Teledyne Technologies Individual would have had if he or she had instead been
allocated to Teledyne Technologies. Further, each such Teledyne Technologies
Entity, unless otherwise expressly provided under the terms of this Agreement or
any Ancillary Agreement, shall defend, indemnify and hold harmless ATI for any
costs incurred by ATI pursuant to the provisions of Article V on behalf of or
related to such Teledyne Technologies Entity.
ARTICLE VI
EXECUTIVE BENEFITS AND NON-EMPLOYEE DIRECTOR BENEFITS
6.1 ASSUMPTION OF OBLIGATIONS. Except as otherwise expressly
provided in this Article VI, effective Immediately After the Distribution Date,
Teledyne Technologies and the Teledyne Technologies Entities shall assume and be
solely responsible for all Benefit Liabilities to or relating to Teledyne
Technologies Individuals under all ATI Executive Benefit Plans.
6.2 CONSENTS AND NOTIFICATIONS. ATI and Teledyne Technologies
shall use their Reasonable Efforts to obtain, or cause to be obtained, to the
extent necessary, the written consent of each Teledyne Technologies Individual
who is a party to a separate agreement between the Individual and ATI and/or a
participant in any ATI Executive Benefit Plan, to the treatment of such
individual agreement and/or Executive Benefit Plan, as applicable, in accordance
with this Article VI, including the assumption by Teledyne Technologies and the
Teledyne Technologies Entities, of sole responsibility for, and the release of
ATI and the ATI Entities from, all Benefit Liabilities thereunder; provided,
that no failure to seek or to obtain any such consent shall have any effect upon
the obligations of Teledyne Technologies and the Teledyne Technologies Entities
with respect to such Benefit Liabilities.
6.3 ATI 1999 BONUS PLAN. Subject to the provisions of Section
6.4(a)(ii)(B), Teledyne Technologies shall be responsible for determining, with
respect to all Awards that would otherwise be payable under any bonus Plan or
arrangement to Teledyne Technologies Individuals for the 1999 performance year,
(a) the extent to which established performance criteria (as interpreted by
Teledyne Technologies, in its sole discretion, after taking into account the
effects of the Distribution) have been met and (b) the payment level for each
Teledyne Technologies Individual.
6.4 ATI INCENTIVE PLANS. ATI and Teledyne Technologies shall use
their Reasonable Efforts to take all actions necessary or appropriate so that
each outstanding Award granted under any ATI Incentive Plan held by any Teledyne
Technologies Individual shall be
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determined, converted or replaced, as the case may be, as set forth in this
Section 6.4 with an Award under the Teledyne Technologies Incentive Plan.
(a) TELEDYNE TECHNOLOGIES INDIVIDUALS WHO ARE ACTIVE EMPLOYEES
OF TELEDYNE TECHNOLOGIES.
(i) STOCK OPTIONS. Teledyne Technologies shall cause
each ATI Option that is outstanding as of the Close of the Distribution Date and
is held by a Teledyne Technologies Individual to be converted, effective
Immediately After the Distribution Date, to a Teledyne Technologies Option (a
"Converted Option"). Such Converted Option shall provide for the option to
purchase a number of shares of Teledyne Technologies Common Stock equal to the
number of shares of ATI Common Stock subject to such ATI Option as of the Close
of the Distribution Date, multiplied by the Ratio, and then rounded up to the
nearest whole share. The per-share exercise price of such Converted Option shall
equal the per-share exercise price of such ATI Option as of the Close of the
Distribution Date divided by the Ratio. Each such Converted Option shall
otherwise have the same terms and conditions as were applicable to the
corresponding ATI Option as of the Close of the Distribution Date, except that
references to ATI and its Affiliates shall be amended to refer to Teledyne
Technologies and its Affiliates.
(ii) PERFORMANCE AWARDS.
(A) The current performance period under the
ATI Performance Share Program is the three-year period commencing on January 1,
1998. Either prior to or within a reasonable time after the Distribution Date,
in accordance with the provisions of Section 6.4(a)(ii)(B), the applicable ATI
Performance Award under the ATI Performance Share Program shall be determined by
ATI with respect to each Teledyne Technologies Individual for the period from
January 1, 1998 through the Distribution Date. Effective Immediately After the
Distribution Date, Teledyne Technologies and the Teledyne Technologies Entities
shall assume and be solely responsible for all Benefit Liabilities to or
relating to Teledyne Technologies Individuals with respect to the administration
and distribution of Performance Awards to such Teledyne Technologies
Individuals.
(B) Notwithstanding the provisions of
Section 6.3, the ATI Personnel and Compensation Committee or the Stock Incentive
Award Subcommittee, as the case may be, shall determine, in its sole and
absolute discretion, with respect to each Teledyne Technologies Individual, the
extent to which, as of the Distribution Date, such Individual has achieved
target performance levels established under the ATI Performance Share Program
and the appropriate Performance Award for such Individual based upon such
performance. The Performance Award so determined shall be pro-rated by
multiplying the Performance Award determined under the preceding sentence by a
fraction, the numerator of which shall be equal to the number of months from and
including January 1, 1998 to the month in which the Distribution Date occurs and
the denominator of which shall be 36. The Performance Award as determined
hereunder shall be distributed by Teledyne Technologies and the Teledyne
Technologies Entities to the applicable Teledyne Technologies Individual as
provided under the terms of the Performance Share Program; provided, however,
that any ATI Common Stock allocated or otherwise awarded to a Teledyne
Technologies Individual as part of a Performance Award under
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the provisions of this Section 6.4(a)(ii) shall, prior to any distribution to
such Individual and, in any event, no later than Immediately After the
Distribution Date, be converted into Teledyne Technologies Common Stock by
multiplying the number of shares of ATI Common Stock subject to such Performance
Award by an appropriate ratio, as determined by ATI's Board of Directors or an
applicable Committee thereof and then rounding the product up to the nearest
whole share. Teledyne Technologies shall pay to the holder of such Performance
Award, at the time of such conversion, cash in lieu of any fractional share
based on the Teledyne Technologies Stock Value.
(iii) SARP. As of the Distribution Date, all shares
of ATI Common Stock issued and outstanding held by a Teledyne Technologies
Individual under the ATI SARP as Designated Stock or Purchased Stock (as those
terms are defined in the ATI SARP) shall continue to be so held, and the shares
of Teledyne Technologies Common Stock received by Teledyne Technologies
Individuals in respect of their Purchased Stock and Designated Stock pursuant to
the distribution terms of Article III of the Separation and Distribution
Agreement and the shares of Water Pik Technologies, Inc. Common Stock received
by Teledyne Technologies Individuals in respect of their Purchased Stock and
Designated Stock as a result of the spin-off of Water Pik Technologies, Inc. by
ATI to ATI's stockholders shall also be considered Designated Stock or Purchased
Stock, as the case may be, subject to the terms of the ATI SARP. Effective
Immediately After the Distribution Date, Teledyne Technologies shall assume all
Benefit Liabilities to or relating to Teledyne Technologies Individuals under
the ATI SARP relating to the Restricted Stock (as that term is defined in the
ATI SARP), but ATI shall retain all promissory notes payable by participants
into the ATI SARP, including Teledyne Technologies Individuals, to the order of
ATI, and the collateral with respect to such notes shall include all shares of
ATI Common Stock that were pledged as collateral for purposes of the ATI SARP
immediately prior to the Distribution Date as well as the shares of Teledyne
Technologies Common Stock and Water Pik Technologies, Inc. Common Stock issued
in respect of such shares of ATI Common Stock held as collateral. Effective
Immediately After the Distribution Date, pursuant to the terms of the ATI SARP,
all Teledyne Technologies Individuals holding awards of Restricted Stock under
the ATI SARP as of the Distribution Date shall receive, without any further
action on their part and in substitution for all shares of Restricted Stock held
immediately prior to the Distribution Date by such Teledyne Technologies
Individuals under the ATI SARP, a number of shares of Teledyne Technologies
Common Stock determined by multiplying the number of shares of ATI Common Stock
that are held immediately prior to the Distribution Date as Restricted Stock
under the ATI SARP by an appropriate ratio, as determined by ATI's Board of
Directors or an applicable Committee thereof then rounding the product up to the
nearest whole share, and such shares of Teledyne Technologies Common Stock shall
be subject to the same restrictions as the shares of ATI Common Stock prior to
the conversion.
(b) TELEDYNE TECHNOLOGIES INDIVIDUALS WHO ARE NOT ACTIVE
EMPLOYEES OF TELEDYNE TECHNOLOGIES. Each outstanding Award that is held by an
individual who, as of the Close of the Distribution Date, would otherwise be a
Teledyne Technologies Individual but is not an active employee of or on leave of
absence from Teledyne Technologies or a Teledyne Technologies Entity shall
remain outstanding Immediately After the Distribution Date in accordance with
its terms as applicable as of the Close of the Distribution Date, subject to
such adjustments as may be applicable to outstanding Awards held
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by individuals who remain active employees of or on leave of absence from ATI or
an ATI Entity after the Distribution Date.
6.5 ATI NONQUALIFIED DEFERRED COMPENSATION PROGRAMS.
(a) ASSUMPTION OF LIABILITIES AND TRANSFER OF ASSETS.
Effective Immediately After the Distribution Date, Teledyne Technologies shall
assume all Benefit Liabilities to or relating to Teledyne Technologies
Individuals under the ATI Nonqualified Deferred Compensation Programs. Effective
Immediately After the Distribution Date, to the extent ATI has acquired
Corporate-Owned Life Insurance Policies as a source of payment of liabilities
which are or may be payable under the Allegheny Teledyne Incorporated Executive
Deferred Compensation Plan with respect to Teledyne Technologies Individuals,
ATI shall cause the transfer, either by assignment or any other reasonable
means, to Teledyne Technologies of Policies on the lives of Teledyne
Technologies Individuals and such other employees or former employees of ATI or
its subsidiaries as ATI may, in its sole and absolute discretion select, or any
portion thereof, having in the aggregate a cash surrender value equal to the
amount of any Benefit Liabilities for Teledyne Technologies Individuals under
the Allegheny Teledyne Incorporated Executive Deferred Compensation Plan.
(b) GUARANTEE OF CERTAIN OBLIGATIONS. ATI shall guarantee to
Teledyne Technologies Individuals who are participants in the Teledyne, Inc.
Pension Equalization Plan payment of the Benefit Liabilities of Teledyne under
such plan to such participants as of the Distribution Date to the extent
Teledyne Technologies is unable to satisfy such Benefit Liabilities.
(c) CORPORATE-OWNED LIFE INSURANCE. ATI and Teledyne
Technologies shall take all actions necessary to replicate the manner in which
ATI has heretofore held Corporate-Owned Life Insurance Policies, and executing
or accepting delivery of any assignments reasonably requested by either party or
any insurance company insuring one or more lives under the Corporate-Owned Life
Insurance Policies, as may be necessary or appropriate in order to assign those
Policies insuring Teledyne Technologies Individuals to Teledyne Technologies,
effective Immediately After the Distribution Date. If a Corporate-Owned Life
Insurance Policy is so assigned to Teledyne Technologies, Teledyne Technologies
shall assume and be solely responsible for all Benefit Liabilities, and shall be
entitled to all benefits, thereunder, effective as of the earlier of (i) the
Close of the Distribution Date and (ii) the date of such assignment. ATI and
Teledyne Technologies shall continue, liquidate and/or administer such
Corporate-Owned Life Insurance Policies on terms and conditions agreed to by ATI
and Teledyne Technologies. ATI and Teledyne Technologies shall share all
information that may be necessary to identify the individuals insured by the
Corporate-Owned Life Insurance Policies owned by ATI and/or Teledyne
Technologies and to determine when and whether such individuals are deceased.
6.6 NON-EMPLOYEE DIRECTOR BENEFITS. The parties intend that all
Teledyne Technologies Non-Employee Directors who were ATI Non-Employee Directors
prior to the Distribution Date may continue to serve as ATI Non-Employee
Directors. In furtherance of such intention, ATI shall retain all Benefit
Liabilities with respect to the services of its Non-Employee
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Directors under the ATI Non-Employee Director Plans accrued as of the
Distribution Date. Teledyne Technologies assumes no Benefit Liabilities under
the ATI Non-Employee Director Plans.
6.7 CONFIDENTIALITY AND PROPRIETARY INFORMATION. No provision of
this Agreement shall be deemed to release any individual for a violation of any
agreement or policy pertaining to confidential or proprietary information of ATI
or any of its Affiliates, or otherwise relieve any individual of his or her
obligations under any such agreement or policy.
ARTICLE VII
GENERAL AND ADMINISTRATIVE
7.1 INTERIM SERVICES AGREEMENT. Effective on or before the
Distribution Date, ATI and Teledyne Technologies shall enter into an agreement
relating to the coordination of and payment for interim services to be provided
by ATI regarding the establishment and administration of the Teledyne
Technologies Plans (the "Interim Services Agreement"). The provisions of the
Interim Services Agreement shall be incorporated by reference in this Agreement
and shall become a part of this Agreement.
7.2 PAYMENT OF LIABILITIES, PLAN EXPENSES AND RELATED MATTERS.
(a) ACTUARIAL AND ACCOUNTING METHODOLOGIES AND ASSUMPTIONS.
For purposes of this Agreement, unless specifically indicated otherwise: (i) all
actuarial methodologies and assumptions used for a particular Plan shall (except
to the extent otherwise determined by ATI and Teledyne Technologies to be
reasonable or necessary) be substantially the same as those used in the
actuarial valuation of that Plan used to determine minimum funding requirements
under ERISA Section 302 and Code Section 412(c) for 1999, or, if such Plan is
not subject to such minimum funding requirements, the assumptions used to
prepare ATI's audited financial statements for 1999, as the case may be; and
(ii) the value of plan assets shall be the value established by ATI for purposes
of audited financial statements of the relevant plan or trust for the period
ending on the date as of which the valuation is to be made. Except as otherwise
contemplated by this Agreement or as required by law, all determinations as to
the amount or valuation of any assets of or relating to any ATI Plan (whether or
not such assets are being transferred to a Teledyne Technologies Plan) shall be
made by ATI in its sole and absolute discretion and such determination shall be
final and binding on all parties.
(b) PAYMENT OF LIABILITIES; DETERMINATION OF EMPLOYEE STATUS.
Teledyne Technologies shall pay directly, or reimburse ATI promptly for, all
Benefit Liabilities assumed by it pursuant to this Agreement, including all
compensation payable to Teledyne Technologies Individuals for services rendered
while in the employ of ATI or an ATI Entity before becoming a Teledyne
Technologies Individual (to the extent not charged for pursuant to Section 7.1
or another Ancillary Agreement). To the extent the amount of such Benefit
Liabilities is not yet determinable because the status of individuals as
Teledyne Technologies Individuals is not yet determined, except as otherwise
specified herein or in another
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Ancillary Agreement with respect to particular Benefit Liabilities, Teledyne
Technologies shall make such payments or reimbursements based upon ATI's
reasonable estimates of the amounts thereof, and when such status is determined,
Teledyne Technologies shall make additional reimbursements or payments, or ATI
shall reimburse Teledyne Technologies, to the extent necessary to reflect the
actual amount of such Benefit Liabilities. In determining the number of
individuals in any particular group of employees described in this Agreement
(such as "Teledyne Technologies Individuals"), no individual shall be counted
twice. Determinations of what entity employs or employed a particular individual
shall be made by reference to the applicable legal entity and/or other
appropriate accounting code, to the extent possible.
7.3 SHARING OF PARTICIPANT INFORMATION. ATI and Teledyne
Technologies shall share, ATI shall cause each applicable ATI Entity to share,
and Teledyne Technologies shall cause each applicable Teledyne Technologies
Entity to share, with each other and their respective agents and vendors
(without obtaining releases) all participant information necessary for the
efficient and accurate administration of each of the ATI Plans and the Teledyne
Technologies Plans. ATI and Teledyne Technologies and their respective
authorized agents shall, subject to applicable laws on confidentiality, be given
reasonable and timely access to, and may make copies of, all information
relating to the subjects of this Agreement in the custody of the other party, to
the extent necessary for such administration. Until December 31, 2000, all
participant information shall be provided in a manner and medium that is
compatible with the data processing systems of ATI as in effect on the Close of
the Distribution Date, unless otherwise agreed to by ATI and Teledyne
Technologies.
7.4 REPORTING AND DISCLOSURE AND COMMUNICATIONS TO PARTICIPANTS.
Teledyne Technologies shall take, and shall cause each other applicable Teledyne
Technologies Entity to take, all actions necessary or appropriate to facilitate
the distribution of all applicable ATI Plan-related communications and materials
to Teledyne Technologies Individuals and their beneficiaries, including summary
plan descriptions and related summaries of material modification, summary annual
reports, investment information, prospectuses, notices and enrollment material
related to the Teledyne Technologies Plans. Teledyne Technologies shall pay ATI
the cost relating to the copies of all such documents provided to Teledyne
Technologies, except to the extent such costs are charged pursuant to Section
7.1 or pursuant to an Ancillary Agreement. Teledyne Technologies shall assist,
and Teledyne Technologies shall cause each other applicable Teledyne
Technologies Entity to assist, ATI in complying with all reporting and
disclosure requirements of ERISA, including the preparation of Form 5500 annual
reports for the ATI Plans, where applicable.
7.5 NON-TERMINATION OF EMPLOYMENT; NO THIRD-PARTY BENEFICIARIES.
No provision of this Agreement or the Separation and Distribution Agreement
shall be construed to create any right, or accelerate entitlement, to any
compensation or benefit whatsoever on the part of any Teledyne Technologies
Individual or other future, present or former employee of ATI, an ATI Entity,
Teledyne Technologies, or a Teledyne Technologies Entity under any ATI Plan or
Teledyne Technologies Plan or otherwise. Without limiting the generality of the
foregoing: (i) the Distribution shall not cause any employee to be deemed to
have incurred a termination of employment which entitles such individual to the
commencement of benefits under any of the ATI Plans, any of the Teledyne
Technologies Plans,
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or any individual agreements; and (ii) except as expressly provided in this
Agreement, nothing in this Agreement shall preclude Teledyne Technologies, at
any time after the Close of the Distribution Date, from amending, merging,
modifying, terminating, eliminating, reducing, or otherwise altering in any
respect any Teledyne Technologies Plan, any benefit under any Plan or any trust,
insurance policy or funding vehicle related to any Teledyne Technologies Plan
unless such change could or will increase the obligations of ATI or any ATI
Entity under any plan or arrangement.
7.6 BENEFICIARY DESIGNATIONS. All beneficiary designations made by
Teledyne Technologies Individuals for ATI Plans shall be transferred to and be
in full force and effect under the corresponding Teledyne Technologies Plans
until such beneficiary designations are replaced or revoked by the Teledyne
Technologies Individual who made the beneficiary designation.
7.7 REQUESTS FOR IRS RULINGS AND DOL OPINIONS. Teledyne
Technologies shall cooperate fully with ATI on any issue relating to the
transactions contemplated by this Agreement for which ATI elects to seek a
determination letter or private letter ruling from the IRS or an advisory
opinion from the DOL. ATI shall cooperate fully with Teledyne Technologies with
respect to any request for a determination letter or private letter ruling from
the IRS or advisory opinion from the DOL with respect to any of the Teledyne
Technologies Plans relating to the transactions contemplated by this Agreement.
7.8 FIDUCIARY MATTERS. ATI and Teledyne Technologies each
acknowledges that actions required to be taken pursuant to this Agreement may be
subject to fiduciary duties or standards of conduct under ERISA or other
applicable law, and no party shall be deemed to be in violation of this
Agreement if it fails to comply with any provisions hereof based upon its good
faith determination that to do so would violate such a fiduciary duty or
standard.
7.9 COLLECTIVE BARGAINING. To the extent any provision of this
Agreement is contrary to the provisions of any collective bargaining agreement
to which ATI or any Affiliate of ATI is a party, the terms of such collective
bargaining agreement shall prevail. Should any provisions of this Agreement be
deemed to relate to a topic determined by an appropriate authority to be a
mandatory subject of collective bargaining, ATI or Teledyne Technologies may be
obligated to bargain with the union representing affected employees concerning
those subjects. Neither party will agree to a modification of any collective
bargaining agreement without the consent of the other.
7.10 CONSENT OF THIRD PARTIES. If any provision of this Agreement
is dependent on the consent of any third party (such as a vendor or a union) and
such consent is withheld, ATI and Teledyne Technologies shall use their
Reasonable Efforts to implement the applicable provisions of this Agreement to
the full extent practicable. If any provision of this Agreement cannot be
implemented due to the failure of such third party to consent, ATI and Teledyne
Technologies shall negotiate in good faith to implement the provision in a
mutually satisfactory manner.
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7.11 INDEMNIFICATION OF ATI. Teledyne Technologies shall indemnify,
defend and hold harmless ATI, each ATI Entity and each of their respective
directors, officers and employees, and each of the heirs, executors, successors
and assigns of any of the foregoing (collectively, the "ATI Indemnitees") from
and against (i) any and all Benefit Liabilities of the ATI Indemnitees to the
extent any such Benefit Liabilities are assumed by Teledyne Technologies or a
Teledyne Technologies Entity under this Agreement and (ii) any and all changes
or modifications to any rights, privileges or benefits of or relating to any
Teledyne Technologies Individual as provided in or otherwise contemplated by
this Agreement.
ARTICLE VIII
MISCELLANEOUS
8.1 FOREIGN PLANS. To the extent that Teledyne Technologies has or
assumes any responsibility for sponsorship, maintenance or administration of any
Foreign Plan, ATI shall have no responsibility or liability with respect to such
Plan and Teledyne Technologies shall indemnify and hold harmless ATI from any
liability under such Plan.
8.2 EFFECT IF DISTRIBUTION DOES NOT OCCUR. If the Distribution
does not occur, then all actions and events that are, under this Agreement, to
be taken or occur effective as of the Close of the Distribution Date,
Immediately After the Distribution Date, or otherwise in connection with the
Distribution, shall not be taken or occur except to the extent specifically
agreed by Teledyne Technologies and ATI.
8.3 RELATIONSHIP OF PARTIES. Nothing in this Agreement shall be
deemed or construed by the parties or any third party as creating the
relationship of principal and agent, partnership or joint venture between the
parties, it being understood and agreed that no provision contained herein, and
no act of the parties, shall be deemed to create any relationship between the
parties other than the relationship set forth herein.
8.4 AFFILIATES. Each of ATI and Teledyne Technologies shall cause
to be performed, and hereby guarantees the performance of, all actions,
agreements and obligations set forth in this Agreement to be performed by an ATI
Entity or a Teledyne Technologies Entity, respectively.
8.5 COUNTERPARTS; ENTIRE AGREEMENT; CORPORATE POWER. (a) This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other party.
(b) This Agreement, and the Exhibits, Schedules and Appendices hereto
and thereto contain the entire agreement between the parties with respect to the
subject matter hereof, supersede all previous agreements, negotiations,
discussions, writings, understandings, commitments and conversations with
respect to such subject matter and there are no agreements or understandings
between the parties other than those set forth or referred to herein or therein.
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(c) ATI represents on behalf of itself and each ATI Entity, and
Teledyne Technologies represents on behalf of itself and each Teledyne
Technologies Entity, as follows:
(i) each such Person has the requisite corporate or other
power and authority and has taken all corporate or other action necessary in
order to execute, deliver and perform each of this Agreement and to consummate
the transactions contemplated hereby; and
(ii) this Agreement has been duly executed and delivered by it
and constitutes a valid and binding agreement of it enforceable in accordance
with the terms thereof.
(d) Each party hereto acknowledges that it and each other party hereto
may be executing this Agreement by facsimile, stamp or mechanical signature.
Each party hereto expressly adopts and confirms each such facsimile, stamp or
mechanical signature made in its respective name as if it were a manual
signature, agrees that it will not assert that any such signature is not
adequate to bind such party to the same extent as if it were signed manually and
agrees that at the reasonable request of any other party hereto at any time it
will as promptly as reasonably practicable cause this Agreement to be manually
executed (any such execution to be as of the date of the initial date thereof).
8.6 GOVERNING LAW; CONSENT TO JURISDICTION.
(a) This Agreement shall be governed by and construed and interpreted
in accordance with the laws of the Commonwealth of Pennsylvania as to all
matters, including matters of validity, construction, effect, enforceability,
performance and remedies, irrespective of the choice of laws principles of the
Commonwealth of Pennsylvania.
(b) Each of the parties hereto irrevocably submits to the
exclusive jurisdiction of (i) the Court of Common Pleas of Allegheny County,
Pennsylvania and (ii) the United States District Court for the Western District
of Pennsylvania, for the purposes of any suit, action or other proceeding
arising out of this Agreement or any transaction contemplated hereby (and agrees
not to commence any action, suit or proceeding relating thereto except in such
courts). Each of the parties hereto further agrees that service of any process,
summons, notice or document hand delivered or sent by U.S. registered mail to
such party's respective address set forth in Section 8.9 will be effective
service of process for any action, suit or proceeding in Pennsylvania with
respect to any matters to which it has submitted to jurisdiction as set forth in
the immediately preceding sentence. Each of the parties hereto irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit
or proceeding arising out of this Agreement or the transactions contemplated
hereby in (i) the Court of Common Pleas of Allegheny County, Pennsylvania or
(ii) the United States District Court for the Western District of Pennsylvania,
and hereby further irrevocably and unconditionally waives and agrees not to
plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum.
8.7 ASSIGNABILITY. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns; provided, however, that
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no party hereto may assign its respective rights or delegate its respective
obligations under this Agreement without the express prior written consent of
the other party hereto.
8.8 THIRD PARTY BENEFICIARIES. Except as otherwise expressly
provided herein, (a) the provisions of this Agreement are solely for the benefit
of the parties and are not intended to confer upon any Person except the parties
any rights or remedies hereunder, (b) there are no third party beneficiaries of
this Agreement, and (c) this Agreement shall not provide any third person with
any remedy, claim, liability, reimbursement, claim of action or other right in
excess of those existing without reference to this Agreement. No party shall be
required to deliver any notice under this Agreement to any other party with
respect to any matter in which such other party has no right, remedy or claim.
8.9 NOTICES. All notices or other communications under this
Agreement shall be in writing and shall be deemed to be duly given when (a)
delivered in person or (b) deposited in the United States mail or private
express mail, postage prepaid, addressed as follows:
If to ATI, to: Allegheny Teledyne Incorporated
1000 Six PPG Place
Pittsburgh, Pennsylvania 15222-5479
Attn: Senior Vice President, General Counsel
& Secretary
If to Teledyne
Technologies, to: Teledyne Technologies Incorporated
2049 Century Park East
Los Angeles, California 90067-3101
Attn: Senior Vice President, General Counsel
& Secretary
Any party may, by notice to the other party, change the address to which such
notices are to be given.
8.10 SEVERABILITY. If any provision of this Agreement or the
application thereof to any Person or circumstance is determined by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions hereof or thereof, or the application of such provision to Persons or
circumstances or in jurisdictions other than those as to which it has been held
invalid or unenforceable, shall remain in full force and effect and shall in no
way be affected, impaired or invalidated thereby, so long as the economic or
legal substance of the transactions contemplated hereby or thereby, as the case
may be, is not affected in any manner adverse to any party. Upon such
determination, the parties shall negotiate in good faith in an effort to agree
upon such a suitable and equitable provision to effect the original intent of
the parties.
8.11 HEADINGS. The article, section and paragraph headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.
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8.12 WAIVERS OF DEFAULT. Waiver by any party of any default by the
other party of any provision of this Agreement shall not be deemed a waiver by
the waiving party of any subsequent or other default, nor shall it prejudice the
rights of the other party.
8.13 AMENDMENTS. No provisions of this Agreement shall be deemed
waived, amended, supplemented or modified by any party, unless such waiver,
amendment, supplement or modification is in writing and signed by the authorized
representative of the party against whom it is sought to enforce such waiver,
amendment, supplement or modification.
8.14 INTERPRETATION. Words in the singular shall be held to include
the plural and vice versa and words of one gender shall be held to include the
other genders as the context requires. The terms "hereof," "herein," and
"herewith" and words of similar import shall, unless otherwise stated, be
construed to refer to this Agreement as a whole (including all of the Schedules,
Exhibits and Appendices hereto) and not to any particular provision of this
Agreement. Article, Section, Exhibit, Schedule and Appendix references are to
the Articles, Sections, Exhibits, Schedules and Appendices to this Agreement
unless otherwise specified. The word "including" and words of similar import
when used in this Agreement shall mean "including, without limitation," unless
the context otherwise requires or unless otherwise specified. The word "or"
shall not be exclusive. Unless expressly stated to the contrary in this
Agreement, all references to "the date hereof," "the date of this Agreement,"
"hereby" and "hereupon" and words of similar import shall all be references to
__________, 1999, regardless of any amendment or restatement hereof.
8.15 DISPUTES.
(a) Resolution of any and all disputes arising from or in connection
with this Agreement, whether based on contract, tort, statute or otherwise,
including, but not limited to, disputes in connection with claims by third
parties (collectively, "Disputes"), shall be subject to the provisions of this
Section 8.17; provided, however, that nothing contained herein shall preclude
any party from seeking or obtaining (i) injunctive relief or (ii) equitable or
other judicial relief to enforce the provisions hereof or to preserve the status
quo pending resolution of Disputes hereunder.
(b) Any party may give the other parties written notice of any Dispute
not resolved in the normal course of business. The parties shall attempt in good
faith to resolve any Dispute promptly by negotiation between executives of the
parties who have authority to settle the controversy. Within 15 days after
delivery of the notice, the foregoing executives of both parties shall meet at a
mutually acceptable time and place, and thereafter as often as they reasonably
deem necessary for a period not to exceed five days, to attempt to resolve the
Dispute. All reasonable requests for information made by one party to the other
will be honored. If the parties do not resolve the Dispute within such 20 day
period (the "Initial Mediation Period"), the parties shall attempt in good faith
to resolve the Dispute by negotiation between or among the Designated Officers
(as defined in the Separation and Distribution Agreement). The Designated
Officers shall meet at a mutually acceptable time and place (but in no event no
later than 15 days following the expiration of the Initial Mediation Period) and
thereafter as often as they reasonably deem necessary for a period not to exceed
15 days, to attempt to resolve the Dispute.
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(c) If the Dispute has not been resolved by negotiation within 50 days
of the first party's notice, or if the parties failed to meet within 15 days of
the first party's notice, or if the Designated Officers failed to meet within 35
days of the first party's notice, any party may commence any litigation or other
procedure allowed by law.
IN WITNESS WHEREOF, the parties have caused this Employee Benefits
Agreement to be duly executed as of the day and year first above written.
ALLEGHENY TELEDYNE INCORPORATED
By
Title
TELEDYNE TECHNOLOGIES
INCORPORATED
By
Title
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