As filed with the Securities and Exchange Commission on June 26, 1995.
Registration No. 33-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TELEDYNE, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-2282626
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2049 Century Park East
Los Angeles, California 90067-3101
(Address of principal executive offices) (Zip Code)
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN OF TELEDYNE, INC.
(Full title of the plan)
____________________
Judith R. Nelson, Secretary and General Counsel
Teledyne, Inc.
2049 Century Park East
Los Angeles, CA 90067-3101
(Name and address of agent for service)
(310) 277-3311
(Telephone number, including area code,
of agent for service)
===========================================================================
Calculation of Registration Fee
- ---------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities Amount to be price offering registration
to be registered registered (1) per unit (2) price (2) fee (2)
- ---------------- -------------- ------------ ---------- ------------
Common Stock 200,000 shares $23.83 $4,766,000 $1,643.45
($1.00 par value)
- ---------------------------------------------------------------------------
(1) This Registration Statement also includes an indeterminate number of
additional shares of Common Stock that may become issuable pursuant to
the antidilution adjustment provisions of the 1995 Non-Employee
Director Stock Option Plan of Teledyne, Inc. (the "Plan").
(2) The proposed maximum offering price per share and the proposed maximum
aggregate offering price were determined in accordance with Rule
457(c) and Rule 457(h) under the Securities Act of 1933, as amended
(the "Securities Act"), based upon a weighted average of (i) an
average exercise price of $19.59 per share for the 10,528 shares of
Common Stock that are subject to outstanding options under the Plan
and (ii) an estimated exercise price of $24.06 per share, which
represents the average of the high and low prices for a share of the
Common Stock on the New York Stock Exchange on June 21, 1995, for the
189,472 shares of Common Stock which are not yet subject to option
grants under the Plan and the actual exercise price of which has not
yet been determined.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
- ---------------------------
Item 2. Registrant Information and Employee Plan Annual Information*
- ----------------------------------------------------------------------
*Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 424(b) under the Securities Act and the Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- -------------------------------------------------
The following documents filed by the registrant, Teledyne, Inc., a
Delaware corporation ("Teledyne"), with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) Teledyne's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(b) All other reports filed by Teledyne pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1994; and
(c) The description of Teledyne's Common Stock which is contained in
Teledyne's registration statement filed under Section 12 of the Exchange
Act, including any amendments or reports filed for the purpose of updating
such description.
All documents subsequently filed by Teledyne pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall
also be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
Item 4. Description of Securities
- -----------------------------------
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel
- ------------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
- ---------------------------------------------------
Subject to the limitations set forth therein, Article Ninth of
Teledyne's Restated Certificate of Incorporation, Section 7 of Article VII
of Teledyne's Amended and Restated By-Laws and Section 145 of the General
Corporation Law of Delaware eliminate the potential personal liability of
directors to Teledyne or Teledyne's shareholders for monetary damages for
breaches of their fiduciary duty of care as directors. Subject to certain
limitations, these provisions also provide for the indemnification and
defense of officers, directors, agents and employees of Teledyne if they
are named or threatened to be named in any legal action as a result of
executing their duties or responsibilities on behalf of Teledyne. Teledyne
maintains insurance which covers damages, settlements, costs, expenses,
charges and judgments resulting from any such actions.
Item 7. Exemption from Registration Claimed
- ---------------------------------------------
Not applicable.
Item 8. Exhibits
- ------------------
Exhibit
Number
- -------
4.1 Restated Certificate of Incorporation of Teledyne, as amended
(previously filed with the Commission as Exhibit No. 3 to
Teledyne's Annual Report on Form 10-K dated January 20, 1992 for
the fiscal year ended December 31, 1991, File No. 1-5212, and
incorporated herein by reference)
4.2 By-laws of Teledyne, as amended and restated
4.3 1995 Non-Employee Director Stock Option Plan of Teledyne
(previously filed with the Commission as Exhibit A to Teledyne's
Proxy Statement dated March 28, 1995 for the Annual Meeting of
Shareholders held on April 26, 1995, File No. 1-5212, and
incorporated herein by reference)
5.1 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Powers of Attorney to execute this Registration Statement
<PAGE>
Item 9. Undertakings
- ----------------------
1. Teledyne hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
this Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by Teledyne pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. Teledyne hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of Teledyne's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of Teledyne pursuant to the foregoing provisions, or otherwise,
Teledyne has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
Teledyne of expenses incurred or paid by a director, officer or controlling
person of Teledyne in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Teledyne will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, Teledyne certifies
that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on June 26,
1995.
TELEDYNE, INC.
By /s/ DONALD B. RICE
________________________________________
Donald B. Rice
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities
indicated on June 26, 1995.
Signature Title
--------- -----
WILLIAM P. RUTLEDGE Chairman of the Board of Directors
_________________________________ and Chief Executive Officer
William P. Rutledge* (Principal Executive Officer
/s/ DONALD B. RICE Director, President and
_________________________________ Chief Operating Officer
Donald B. Rice
FRANK V. CAHOUET Director
_________________________________
Frank V. Cahouet
DIANE C. CREEL Director
_________________________________
Diane C. Creel*
RONALD LABOW Director
_________________________________
Ronald LaBow*
GEORGE A. ROBERTS Director
_________________________________
George A. Roberts*
<PAGE>
HENRY E. SINGLETON Director
_________________________________
Henry E. Singleton*
FAYEZ SAROFIM Director
_________________________________
Fayez Sarofim*
/s/ DOUGLAS J. GRANT Treasurer
_________________________________ (Principal Financial Officer)
Douglas J. Grant
/s/ DALE REID Controller
_________________________________ (Principal Accounting Officer)
Dale Reid
*By /s/ DONALD B. RICE
______________________________
Donald B. Rice
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------------ -----------
4.1 Restated Certificate of Incorporation of Teledyne, as
amended (previously filed with the Commission as Exhibit No.
3 to Teledyne's Annual Report on Form 10-K dated January 20,
1992 for the fiscal year ended December 31, 1991, File No.
1-5212, and incorporated herein by reference)
4.2 By-laws of Teledyne, as amended and restated
4.3 1995 Non-Employee Director Stock Option Plan of Teledyne
(previously filed with the Commission as Exhibit A to
Teledyne's Proxy Statement dated March 28, 1995 for the
Annual Meeting of Shareholders held on April 26, 1995, File
No. 1-5212, and incorporated herein by reference)
5.1 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Powers of Attorney to execute this Registration Statement
Amended and Restated
as of May 15, 1995
TELEDYNE, INC.
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B Y - L A W S
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ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other
places both within and without the State of Delaware as the board of
directors may from time to time determine or the business of the
corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Any meeting of stockholders for any purpose may be held
at such time and place, within or without the State of Delaware, as shall
be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.
Section 2. The annual meeting of stockholders shall be fixed by
resolution of the board of directors.
Section 3. Written notice of the annual meeting shall be given to
each stockholder entitled to vote thereat not less than ten nor more than
sixty days before the date of the meeting.
Section 4. Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the certificate
of incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the board
of directors, or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued
and outstanding and entitled to vote. Such request shall state the purpose
or purposes of the proposed meeting.
Section 5. Written notice of a special meeting of stockholders,
stating the time, place and object thereof, shall be given to each
stockholder entitled to vote thereat, not less than ten nor more than sixty
days before the date fixed for the meeting.
Section 6. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 7. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of and
the number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at
least ten 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, and the list shall be produced and kept at the time
and place of the meeting during the whole time thereof, and subject to the
inspection of any stockholder who may be present.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for
the transaction of business except as otherwise provided by statute or by
the certificate of incorporation. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall
have power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present
or represented any business may be transacted which might have been
transacted at the meeting as originally notified.
Section 9. When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before
such meeting, unless the question is one upon which by express provision of
the statutes or of the certificate of incorporation, a different vote is
required in which case such express provision shall govern and control the
decision of such question.
Section 10. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share
of the capital stock having voting power held by such stockholder, but no
proxy shall be voted on after three years from its date, unless the proxy
provides for a longer period.
Section 11. Whenever the vote of stockholders at a meeting thereof
is required or permitted to be taken in connection with any corporate
action by any provisions of the statutes or of the certificate of
incorporation, the meeting and vote of stockholders may be dispensed with,
if all the stockholders who would have been entitled to vote upon the
action if such meeting were held, shall consent in writing to such
corporate action being taken.
Section 12. Every stockholder of record of the corporation's common
stock and every other stockholder of record of any other class of the
corporation's stock which is expressly granted such rights shall have the
right to cumulate his votes and give one candidate a number of votes equal
to the number of directors to be elected by such class of stock multiplied
by the number of votes to which his shares are entitled, or to distribute
his votes on the same principle among as many candidates as he shall think
fit. The candidate receiving the highest number of votes up to the number
of directors to be elected by a particular class of stock shall be elected.
Section 13. Prior to any meeting of stockholders, the board of
directors shall designate one or more inspectors of elections or votes to
be taken at the annual meeting or any other meeting of the stockholders, or
any adjournment thereof. The inspector or inspectors may be, in the
discretion of the board of directors, officers, employees or agents of the
corporation, or independent individuals, corporations, partnerships, or
other forms of organization, or any combination thereof.
Section 14. (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 II, Section 14, who is entitled to vote
at the meeting and who complied with the notice procedures set forth in
this Article II, Section 14.
(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 II, Section 14, the stockholder must have given timely
notice thereof in writing to the Secretary of the corporation. To be
timely, a stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the corporation not less than sixty 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, 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
Securities Exchange Act of 1934, as amended (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 II, Section 14 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 seventy days prior to the first
anniversary of the preceding year's annual meeting, a stockholder's notice
required by this Article II, Section 14 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 II, Section 14 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 II, Section 14.
The presiding officer 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 II, Section 14 and, if any proposed nomination or business is
not in compliance with this Article II, Section 14, to declare that such
defective proposed business or nomination shall be disregarded.
(e) For purposes of this Article II, Section 14, "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 II,
Section 14, 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 II, Section 14.
Nothing in this Article II, Section 14 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.
Section 15. In order that the corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the board of directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date
is adopted by the board of directors, and which date shall not be more than
10 days after the date upon which the resolution fixing the record date is
adopted by the board of directors. Any stockholder of record seeking to
have the stockholders authorize or take corporate action by written consent
shall, by written notice to the Secretary, request the board of directors
to fix a record date. The board of directors shall promptly, but in all
events within 10 days after the date on which such a request is received,
adopt a resolution fixing the record date. If no record date has been
fixed by the board of directors within 10 days of the date on which such a
request is received, the record date for determining stockholders entitled
to consent to corporate action in writing without a meeting, when no prior
action by the board of directors is required by applicable law, shall be
the first date on which a signed written consent setting forth the action
taken or proposed to be taken is delivered to the corporation by delivery
to its registered office in the State of Delaware, its principal place of
business, or any officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded.
Delivery made to the corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested. If no record date
has been fixed by the board of directors and prior action by the board of
directors is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the board of
directors adopts the resolution taking such prior action.
ARTICLE III
DIRECTORS
Section 1. Except as set forth below, the number of directors
which shall constitute the whole board shall be not less than three nor
more than eight, not including the number of directors to be elected by
holders of preferred stock of the corporation as set forth in the
certificate of incorporation. Within the limits above specified, and
except as otherwise provided by statute or the certificate of
incorporation, the number of directors shall be determined by resolution of
the board of directors or by the stockholders at the annual meeting.
Except as otherwise provided by statute or the certificate of
incorporation, the directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 3 of this Article, and each
director elected shall hold office until his successor is elected and
qualified. Directors need not be stockholders.
Section 2. The board of directors shall designate one of its
members Chairman of the Board to serve until his resignation or removal.
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
are specified in the corporation's certificate of incorporation and these
Bylaws or as may be prescribed by the board of directors from time to time.
The board of directors may designate one of its members Vice Chairman of
the Board to serve until his resignation or removal. The Vice Chairman of
the Board shall, in the absence or disability of the Chairman of the Board,
perform the duties and exercise the powers of the Chairman of the Board and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe. The Chairman of the Board may
be removed only by the board of directors in accordance with a resolution
adopted by a majority of the directors then in office.
Section 3. Except as otherwise provided by statute or the
certificate of incorporation, vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be
filled by a majority of the directors then in office, though less than a
quorum, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify,
unless sooner displaced.
Section 4. The business of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the
certificate of incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 5. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 6. Regular meetings of the board of directors may be fixed
by resolution of the board of directors.
Section 7. Special meetings of the board may be called by the
Chairman of the Board, Chief Executive Officer or the President on one
day's notice to each director, either personally or by mail, by telegram or
by facsimile transmission; special meetings shall be called by the Chairman
of the Board, Chief Executive Officer, or the President or Secretary in
like manner and on like notice on the written request of two directors.
Section 8. At all meetings of the board a majority of the
directors shall constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is
a quorum shall be the act of the board of directors, except as may be
otherwise specifically provided by statute or by the certificate of
incorporation. 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 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, 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 prior to such action a written consent
thereto is signed by all members of the board or of such committee as the
case may be, and such written consent is filed with the minutes of
proceedings of the board or committee.
COMMITTEES OF DIRECTORS
Section 10. 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 two or more of the directors of the corporation,
which, to the extent provided in the resolution, shall have and may
exercise the powers 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. Such
committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the board of directors.
Section 11. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 12. 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.
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or stockholders
at their addresses appearing on the books of the corporation. Notice by
mail shall be deemed to be given at the time when the same shall be mailed.
Notice to directors may also be given by telegram or by facsimile
transmission. Notice by telegram shall be deemed to be given when sent and
notice by facsimile transmission shall be deemed to be given when receipt
is confirmed through the sender's transmission equipment.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of
these bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the
board of directors and shall be a Chief Executive Officer, a President, a
Secretary, and a Treasurer. The board of directors may also choose one or
more Vice Presidents, any of whom may be designated Executive Vice
President or Senior Vice President, and one or more assistant secretaries
and assistant treasurers. Two or more offices may be held by the same
person.
Section 2. The board of directors may appoint such other officers
and agents as it shall deem necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.
Section 3. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
Section 4. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed
by the board of directors may be removed at any time by the affirmative
vote of a majority of the board of directors. Any vacancy occurring in any
office of the corporation shall be filled by the board of directors.
CHIEF EXECUTIVE OFFICER
Section 5. The Chief Executive Officer shall be the chief
executive officer of the corporation, 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, and may
execute bonds, mortgages and other contracts requiring a seal, under the
seal of the corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.
THE PRESIDENT
Section 6. The President shall, after the Chief Executive Officer,
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 execute bonds, mortgages and
other contracts requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated
by the board of directors to some other officer or agent of the
corporation.
THE VICE-PRESIDENTS
Section 7. The Vice-president, or if there shall be more than one,
the Vice-presidents in the order determined by the board of directors,
shall, in the absence or disability of the President, perform the duties
and exercise the powers of the President and shall perform such other
duties and have such other powers as the board of directors may from time
to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 8. The Secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the board of
directors in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He 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 President, under whose
supervision he shall be. He shall keep in safe custody the seal of the
corporation and, when authorized by the board of directors, affix the same
to any instrument requiring it and, when so affixed, it shall be attested
by his signature or by the signature of an assistant secretary.
Section 9. The assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the board of
directors, shall, in the absence or disability of the Secretary, perform
the duties and exercise the powers of the Secretary and shall perform such
other duties and have such other powers as the board of directors may from
time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 10. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the corporation and shall deposit
all moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the board of
directors.
Section 11. He shall disburse the funds of the corporation as may
be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the President and the board of
directors, at its regular meetings, or when the board of directors so
requires, an account of all his transactions as Treasurer and of the
financial condition of the corporation.
Section 12. If required by the board of directors, he shall give
the corporation a bond (which shall be renewed every six years) in such sum
and with such surety or sureties as shall be satisfactory to the board of
directors for the faithful performance of the duties of his office and for
the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money
and other property of whatever kind in his possession or under his control
belonging to the corporation.
Section 13. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of
directors, shall, in the absence or disability of the Treasurer, perform
the duties and exercise the powers of the Treasurer and shall perform such
other duties and have such other powers as the board of directors may from
time to time prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the
corporation by, the President or a Vice-president and the Treasurer or an
assistant treasurer, or the Secretary or an assistant secretary of the
corporation, certifying the number of shares owned by him in the
corporation.
Section 2. Where a certificate is signed (1) by a transfer agent
or an assistant transfer agent or (2) by a transfer clerk acting on behalf
of the corporation and a registrar, the signature of any such President,
Vice-president, Treasurer, assistant treasurer, Secretary or assistant
secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any
such certificate or certificates shall cease to be such officer or officers
of the corporation, whether because of death, resignation or otherwise,
before such certificate or certificates have been delivered by the
corporation, such certificate or certificates may nevertheless be adopted
by the corporation and be issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile
signature or signatures have been used thereon had not ceased to be such
officer or officers of the corporation.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed certificate
or certificates, or his legal representative, to advertise the same in such
manner as it 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 or destroyed.
TRANSFERS OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer, it
shall be the duty of the corporation to issue a new certificate to the
person entitled thereto, cancel the old certificate and record the
transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 5. For the purpose of determining the stockholders who
shall exclusively, notwithstanding any subsequent stock transfers, be
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or
disbursement 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 either fix,
in advance, a record date, 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, or close the stock transfer
books for a period which shall not exceed sixty (60) days nor be less than
ten (10) days before the date of such meeting, nor for a period exceeding
sixty (60) days prior to any other action.
REGISTERED STOCKHOLDERS
Section 6. 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 the laws of Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. 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,
pursuant to law. Dividends may be paid in cash, in property, or in shares
of the capital stock, subject to the provisions of the certificate of
incorporation.
Section 2. 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 directors from time to time, in their absolute discretion,
think 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 such other purpose as the directors shall think
conducive to the interest of the corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by
vote of the stockholders, a full and clear statement of the business and
condition of the corporation.
Section 3.1 The board of directors of the corporation shall cause
to be sent to the stockholders not later than one hundred and twenty (120)
days after the close of the fiscal or calendar year an annual report in
compliance with the provision of Section 3006, et seq., of the California
Corporations Code.
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other
person or persons as the board of directors may from time to time
designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 6. The 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.
INDEMNIFICATION
Section 7. (a) To the fullest extent permitted by the Delaware
General Corporation Law as it presently exists or may hereafter be amended,
no director of the corporation shall be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director. Neither the amendment nor repeal of this Section 7(a), nor the
adoption of any provision of the Restated By-laws of the corporation
inconsistent with this Section 7(a), shall eliminate or reduce the effect
of this Section 7(a) in respect of any act or omission of any director of
the corporation or any matter occurring, or of any cause of action, suit or
claim that, but for this Section 7(a), would accrue or arise prior to such
amendment, repeal or adoption of an inconsistent provision.
(b) Each person who was or is made a party or is threatened to be
made a party to or is involved in any claim, action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that such person, or a person of whom
such person is the legal representative, is or was a director, officer,
employee or agent of the corporation or is or was serving in the course of
such employment, or 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
employee benefit plans, whether the basis of such proceeding is alleged
action or inaction 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 it presently 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 said
Law permitted the corporation to provide prior to such amendment), against
all expense, liability and loss (including attorneys' fees, judgments,
fines, excise taxes pursuant to the Employee Retirement Income Security Act
of 1974, as amended, or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith. The right to indemnification conferred by this Section 7(b)
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors, administrators and other legal representatives; provided,
however, that, except as provided in this Section 7(b), the corporation
shall indemnify any such person seeking indemnification in connection with
such a proceeding (or part thereof) initiated by such person only if such
proceeding (or part thereof), or the initiation thereof, was authorized or
approved by the corporation. The right to indemnification conferred by
this Section 7(b) shall be a contract right and shall include the right to
be paid by the corporation the expenses incurred in defending any such
proceeding in advance of its final disposition in accordance with and to
the fullest extent permitted by the Delaware General Corporation Law, as it
presently exists or may hereafter be amended; provided, however, that, if
the Delaware General Corporation Law requires the payment of such expenses
incurred by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered
by such person while a director or officer, including, without limitation,
service to an employee benefit plan) in advance of the final disposition of
a proceeding, payment shall be made only upon delivery to the corporation
of an undertaking by or on behalf of such director or officer to repay all
amounts so advanced if it shall ultimately be determined that such director
or officer is not entitled to be indemnified under this Section or
otherwise.
(c) If a claim under Section 7(b) of this Article VII is not paid in
full by the corporation within thirty (30) days after a written claim has
been received by the corporation, the claimant may at any time thereafter
bring suit against the corporation to recover the unpaid amount of the
claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall
be a defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending any proceeding in advance of its
final disposition where the requirements of the Delaware General
Corporation Law have been complied with by the claimant) that the claimant
has not met the standards of conduct which make it permissible under the
Delaware General Corporation Law for the corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense
shall be on the corporation. Neither the failure of the corporation
(including its Board of Directors, independent legal counsel, or it
stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the
circumstances because the claimant 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 claimant has not
met such applicable standard or conduct, shall be a defense to the action
or create a presumption that the claimant has not met the applicable
standard of conduct.
(d) The rights conferred by Section 7(b) and Section 7(c) of this
Article VII shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the Certificate
of Incorporation of the corporation, By-law, agreement, vote of
stockholders or disinterested directors or otherwise.
(e) The corporation may maintain insurance, at its expense, to
protect itself, its subsidiary and affiliated corporations, and any such
director, officer, employee, or agent of the corporation or another
corporation, partnership, joint venture, trust or other enterprise against
any such 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) The corporation may enter into indemnity agreements with the
persons who are members of its Board of Directors from time to time, and
with such officers, employees and agents as the Board may designate, such
indemnity agreements to provide in substance that the corporation will
indemnify such persons to the fullest extent contemplated by this
Section 7.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered or repealed at any regular
meeting of the stockholders or of the board of directors or at any special
meeting of the stockholders or of the board of directors if notice of such
alteration or repeal be contained in the notice of such special meeting.
No change of the time or place of the meeting for the election of directors
shall be made within sixty days next before the day on which such meeting
is to be held, and in case of any change of such time or place, notice
thereof shall be given to each stockholder in person or by letter mailed to
his last known post office address at least twenty days before the meeting
is held.
June 22, 1995
Teledyne, Inc.
2049 Century Park East
Los Angeles, California 90067-3101
Ladies and Gentlemen:
The undersigned is Senior Counsel to Teledyne, Inc. and is
familiar with the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission with
respect to the registration under the Securities Act of 1933, as amended,
of 200,000 shares of the Common Stock ($1.00 par value) of Teledyne, Inc.
that are issuable under the 1995 Non-Employee Director Stock Option Plan of
Teledyne, Inc. (the "Plan").
Based upon my examination and consideration of such documents,
instruments, certificates, records and legal matters as I have deemed
necessary for the purposes thereof, I am of the opinion that the shares of
Common Stock to be registered on the Registration Statement, when issued,
delivered and paid for in accordance with the terms and conditions of the
Plan, will be validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to my name in the Registration
Statement.
Very truly yours,
/s/ JOSHUA D. ZARROW
Joshua D. Zarrow
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report
dated January 19, 1995 included in Teledyne, Inc.'s Form 10-K for the year
ended December 31, 1994.
ARTHUR ANDERSEN LLP
Los Angeles, California
June 23, 1995
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS;
That I, William P. Rutledge, hereby constitute and appoint DONALD B.
RICE my true and lawful attorney-in-fact and agent, with full power of
substitution, for me and in my name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-8 under the
Securities Act of 1933 relating to the 1995 Non-Employee Director Stock
Option Plan of Teledyne, Inc. and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Date: June 22, 1995.
/s/ WILLIAM P. RUTLEDGE
________________________________________
WILLIAM P. RUTLEDGE, Chief Executive
Officer and Chairman of the Board of
Directors
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS;
That I, George A. Roberts, hereby constitute and appoint DONALD B.
RICE and WILLIAM P. RUTLEDGE, and each of them or either of them, my true
and lawful attorneys-in-fact and agents, with full power of substitution,
for me and in my name, place and stead, in any and all capacities, to sign
the Registration Statement on Form S-8 under the Securities Act of 1933
relating to the 1995 Non-Employee Director Stock Option Plan of Teledyne,
Inc. and all amendments thereto, and to file the same, with all exhibits
thereto, and other documents therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them or either of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they or he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Date: June 22, 1995.
/s/ GEORGE A. ROBERTS
_______________________________________
GEORGE A. ROBERTS, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS;
That I, Frank V. Cahouet, hereby constitute and appoint DONALD B.
RICE and WILLIAM P. RUTLEDGE, and each of them or either of them, my true
and lawful attorneys-in-fact and agents, with full power of substitution,
for me and in my name, place and stead, in any and all capacities, to sign
the Registration Statement on Form S-8 under the Securities Act of 1933
relating to the 1995 Non-Employee Director Stock Option Plan of Teledyne,
Inc. and all amendments thereto, and to file the same, with all exhibits
thereto, and other documents therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them or either of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they or he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Date: June 22, 1995.
/s/ FRANK V. CAHOUET
_______________________________________
FRANK V. CAHOUET, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS;
That I, Fayez Sarofim, hereby constitute and appoint DONALD B. RICE
and WILLIAM P. RUTLEDGE, and each of them or either of them, my true and
lawful attorneys-in-fact and agents, with full power of substitution, for
me and in my name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-8 under the Securities Act of 1933
relating to the 1995 Non-Employee Director Stock Option Plan of Teledyne,
Inc. and all amendments thereto, and to file the same, with all exhibits
thereto, and other documents therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them or either of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they or he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Date: June 22, 1995.
/s/ FAYEZ SAROFIM
________________________________________
FAYEZ SAROFIM, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS;
That I, Henry E. Singleton, hereby constitute and appoint DONALD B.
RICE and WILLIAM P. RUTLEDGE, and each of them or either of them, my true
and lawful attorneys-in-fact and agents, with full power of substitution,
for me and in my name, place and stead, in any and all capacities, to sign
the Registration Statement on Form S-8 under the Securities Act of 1933
relating to the 1995 Non-Employee Director Stock Option Plan of Teledyne,
Inc. and all amendments thereto, and to file the same, with all exhibits
thereto, and other documents therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them or either of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they or he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Date: June 22, 1995.
/s/ HENRY E. SINGLETON
________________________________________
HENRY E. SINGLETON, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS;
That I, Donald B. Rice, hereby constitute and appoint WILLIAM P.
RUTLEDGE my true and lawful attorney-in-fact and agent, with full power of
substitution, for me and in my name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-8 under the
Securities Act of 1933 relating to the 1995 Non-Employee Director Stock
Option Plan of Teledyne, Inc. and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Date: June 22, 1995.
/s/ DONALD B. RICE
________________________________________
DONALD B. RICE, President, Chief
Operating Officer and Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS;
That I, Ronald LaBow, hereby constitute and appoint DONALD B. RICE
and WILLIAM P. RUTLEDGE, and each of them or either of them, my true and
lawful attorneys-in-fact and agents, with full power of substitution, for
me and in my name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-8 under the Securities Act of 1933
relating to the 1995 Non-Employee Director Stock Option Plan of Teledyne,
Inc. and all amendments thereto, and to file the same, with all exhibits
thereto, and other documents therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them or either of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they or he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Date: June 22, 1995.
/s/ RONALD LABOW
________________________________________
RONALD LABOW, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS;
That I, Diane C. Creel, hereby constitute and appoint DONALD B. RICE
and WILLIAM P. RUTLEDGE, and each of them or either of them, my true and
lawful attorneys-in-fact and agents, with full power of substitution, for
me and in my name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-8 under the Securities Act of 1933
relating to the 1995 Non-Employee Director Stock Option Plan of Teledyne,
Inc. and all amendments thereto, and to file the same, with all exhibits
thereto, and other documents therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them or either of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they or he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Date: June 22, 1995.
/s/ DIANE C. CREEL
________________________________________
DIANE C. CREEL, Director
