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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
TELEDYNE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 95-2282626
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1901 Avenue of the Stars
Los Angeles, California 90067-6046
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(Address of principal executive offices and zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Teledyne, Inc. Series E New York Stock Exchange
Cumulative Preferred Stock Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NOT APPLICABLE
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(Title of Class)
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Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On January 25, 1995, the Board of Directors of Teledyne, Inc. (the
"CORPORATION") declared a dividend that included as a component one-one-
hundredth (1/100th) of a share of Series E Cumulative Preferred Stock (the
"SERIES E CUMULATIVE PREFERRED STOCK") for each outstanding share of the
Corporation's common stock, par value $1.00 per share (the "COMMON STOCK"), such
shares of Series E Cumulative Preferred Stock to be issuable with a stated value
of $15.00 per share (with cash being paid in lieu of fractional shares such that
each holder of record of one hundred shares of Common Stock will receive one
share of Series E Cumulative Preferred Stock). The dividend is payable on March
8, 1995 to stockholders of record on February 15, 1995.
The following summary of terms of the Series E Cumulative Preferred Stock
contained in this Registration Statement does not purport to be complete and is
subject to, and is qualified in its entirety by, the provisions of the
Corporation's Restated Certificate of Incorporation, as amended (the
"CERTIFICATE OF INCORPORATION"), including the Certificate of Designation,
Preferences and Rights of the Series E Cumulative Preferred Stock (the
"CERTIFICATE OF DESIGNATION"), copies of which are exhibits to this Registration
Statement and are hereby incorporated herein by reference.
The Certificate of Incorporation authorizes the issuance of 15,000,000
shares of preferred stock, par value $1.00 per share ("PREFERRED STOCK"). No
shares of preferred stock are currently outstanding, although 100,000 shares of
Series D Preferred Stock have been reserved for issuance pursuant to the
Preferred Share Purchase Rights of the Corporation currently outstanding. The
preferred stock may be issued from time to time in one or more series, without
stockholder approval, with such powers, preferences, and relative,
participating, optional or other special rights, and qualifications, limitations
and restrictions as shall be established by the Board of Directors. Thus,
without stockholder approval, the Corporation could authorize the issuance of
preferred stock with voting, conversion and other rights that could dilute the
voting power and affect the other rights of the holders of the Corporation's
Common Stock.
GENERAL
The Certificate of Designation establishes the series of Series E
Cumulative Preferred Stock and authorizes the issuance of up to 2,500,000 shares
thereof. When issued, the Series E Cumulative Preferred Stock will be validly
issued, fully paid and nonassessable. The holders of the Series E Cumulative
Preferred Stock will have no preemptive rights with respect to any shares of
capital stock of the Corporation or any other securities of the Corporation
convertible into or
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carrying rights or options to purchase any such shares. The Series E Cumulative
Preferred Stock will not be subject to any sinking fund or other obligation of
the Corporation to redeem or retire the Series E Cumulative Preferred Stock.
Unless redeemed by the Corporation, the Series E Cumulative Preferred Stock will
have a perpetual maturity. The Series E Cumulative Preferred Stock has been
approved for listing on the New York Stock Exchange and the Pacific Stock
Exchange under the symbol "TDYPrE." Any Series E Cumulative Preferred Stock
redeemed or otherwise acquired by the Corporation will, upon cancellation of
such shares, have the status of authorized but unissued preferred stock without
designation as to series.
RANKING
The Series E Cumulative Preferred Stock will rank junior to any shares of
preferred stock which by their terms are expressly made senior to the Series E
Cumulative Preferred Stock ("SENIOR SHARES") both as to dividends and as to the
distribution of assets on any voluntary or involuntary liquidation, dissolution
or winding-up of the Corporation, and will rank on parity with any shares of
preferred stock which by their terms are expressly placed on parity with the
Series E Cumulative Preferred Stock ("PARITY SHARES") with respect to such
matters. The Series E Cumulative Preferred Stock will rank senior to the Common
Stock, any additional class of common stock and any series of preferred stock
expressly made junior to the Series E Cumulative Preferred Stock ("JUNIOR
SHARES") both as to dividends and as to the distribution of assets on any
voluntary or involuntary liquidation, dissolution or winding-up of the
Corporation. The Corporation has the right to create Senior Shares, Parity
Shares, Junior Shares and new series of Common Stock, increase the authorized
number of Senior Shares, Parity Shares, Junior Shares and shares of Common
Stock, and issue additional Senior Shares, Parity Shares, Junior Shares and
shares of Common Stock without the consent of any holder of shares of Series E
Cumulative Preferred Stock. See "Voting Rights" below.
DIVIDENDS
Subject to the limitations discussed below, holders of shares of Series E
Cumulative Preferred Stock are entitled to receive, when and as declared by the
Board of Directors out of funds legally available therefor, cumulative dividends
from the date of the initial issuance of any particular shares of Series E
Cumulative Preferred Stock at the rate of $1.20 per share of Series E Cumulative
Preferred Stock annum. Such semi-annual dividends, whether or not declared out
of funds legally available therefor, will be "due," for all purposes of the
Certificate of Designation, semi-annually on March 1 and September 1 in each
year (a "DIVIDEND PAYMENT DATE"), commencing with the first such date that
occurs following the date of issuance of particular shares (and, in the case of
any
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due on unpaid dividends, at such additional times as determined by the Board of
Directors). Each such dividend will be due and payable to holders of record as
they appear on the stock records of the Corporation at the close of business on
such record dates, not exceeding 60 days preceding the payment dates thereof, as
may be fixed by the Board of Directors of the Corporation. Unpaid dividends on
shares of Series E Cumulative Preferred Stock will not bear interest. The
amount of dividends due for shares of Series E Cumulative Preferred Stock for
each dividend period (including the dividend period during which such shares
were issued) shall be $0.60 per share, without proration on the basis of the
length of time any particular shares of Series E Cumulative Preferred Stock have
been outstanding or otherwise. If at any time the Corporation has failed to pay
accrued dividends on any Senior Shares at the time such dividends are payable or
has failed to make any sinking fund or mandatory redemption payments on Senior
Shares, the Corporation may not pay any dividend on the Series E Cumulative
Preferred Stock.
If at any time the Corporation has failed to pay dividends on any shares of
Series E Cumulative Preferred Stock at the time such dividends are due, or if
the Corporation has defaulted in providing funds for the payment of the
redemption price of any shares of Series E Cumulative Preferred Stock called for
redemption or has defaulted in its obligations regarding the payment of
dividends with respect to shares of Series E Cumulative Preferred Stock called
for redemption, the Corporation shall not (i) authorize, create or issue any new
shares of Series E Cumulative Preferred Stock, other than to the extent that the
Corporation has, prior to such failure or default, irrevocably declared a
dividend obligating the Corporation to do so, (ii) declare, pay or set aside for
payment any dividend on the shares of Common Stock, on any Junior Shares or on
any Parity Shares or make any payment on account of, or set apart money for a
sinking or other analogous fund for, the purchase, redemption or other
acquisition of, any shares of Common Stock, any Junior Shares or any Parity
Shares or make any distribution in respect thereof, either directly or
indirectly and whether in cash or property or in obligations or shares of the
Corporation (other than in shares of Common Stock or Junior Shares),
(iii) purchase any shares of Series E Cumulative Preferred Stock or Parity
Shares (except for consideration payable in shares of Common Stock or Junior
Shares), or redeem fewer than all of the shares of Series E Cumulative Preferred
Stock then outstanding, or (iv) permit any corporation or other entity, a
majority of the voting power, equity securities or equity interest of which is
owned directly or indirectly by the Corporation (a "SUBSIDIARY"), to purchase
any shares of Common Stock, Junior Shares, Parity Shares or Series E Cumulative
Preferred Stock, unless, in each case, (i) all due but unpaid dividends on the
Series E Cumulative Preferred Stock have been or contemporaneously are declared
and paid in full or declared
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and a sum sufficient for payment of such dividends has been irrevocably set
aside in trust and (ii) all defaults with respect to the Company's obligations
relating to any shares of Series E Cumulative Preferred Stock called for
redemption have been cured.
REDEMPTION
The shares of Series E Cumulative Preferred Stock will be redeemable at any
time at the option of the Corporation, in whole but not in part, out of funds
legally available for such purpose, at a redemption price per share of $15.00.
In addition, the Corporation will be required to redeem the shares of Series E
Cumulative Preferred Stock in whole upon the occurrence of a "Change of Control"
(as defined below), out of funds legally available for such purpose, at a
redemption price per share of $16.50. "CHANGE OF CONTROL" shall mean, in
general, either (a) the acquisition by any person, entity or group of beneficial
ownership of fifty percent (50%) or more of the combined voting power of the
Corporation's outstanding securities, or (b) any merger, consolidation or
reorganization to which the Corporation is a party, or any sale, assignment,
lease, conveyance or other disposition of all or substantially all of the
Corporation's assets, in one transaction or a series of related transactions, to
any person other than a Subsidiary, unless, immediately following the
consummation of such transaction or series of related transactions, the persons
who were the Corporation's stockholders immediately before such consummation are
the beneficial owners of at least fifty percent (50%) of the combined voting
power of the then outstanding securities of the surviving, resulting or
transferee corporation in substantially the same proportion as their ownership
of the combined voting power of the then outstanding securities of the
Corporation immediately prior to such consummation. However, an acquisition of
voting securities of the Corporation either (i) from the Corporation or (ii) by
(a) an employee benefit plan (or a trust forming a part thereof) maintained by
the Corporation or any Subsidiary, (b) the Corporation or (c) any Subsidiary.
Immediately prior to any redemption of shares of Series E Cumulative
Preferred Stock, the Corporation shall pay in cash, or irrevocably set aside in
trust for payment in cash, out of funds legally available for such purpose, the
aggregate of (i) any dividends due and unpaid in respect of any dividend period
that has ended prior to the redemption date specified in the notice described
below and (ii) the dividend that would be due pursuant to the Certificate in
respect of the dividend period during which the redemption date occurs. If such
redemption date falls after a dividend payment record date and prior to the
corresponding Dividend Payment Date, then each holder of record of shares of
Series E Cumulative Preferred Stock at the close of business on such dividend
payment record date shall
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be entitled to the dividend due on such shares on the corresponding Dividend
Payment Date notwithstanding the redemption of such shares before such Dividend
Payment Date. Unless the Corporation shall default in providing funds for the
payment of the redemption price of the shares of Series E Cumulative Preferred
Stock or shall default in its obligations regarding the payment of dividends
with respect to shares of Series E Cumulative Preferred Stock called for
redemption, the Corporation shall make no payment or allowance for unpaid
dividends on shares of Series E Cumulative Preferred Stock called for
redemption.
Notice of redemption will be given to the holders of the Series E
Cumulative Preferred Stock by first class mail, postage prepaid, not less than
thirty (30) days nor more than sixty (60) days prior to the redemption date, in
the case of an optional redemption, or not less than ten (10) days nor more than
sixty (60) days prior to the redemption date, in the case of a mandatory
redemption. The redemption date will be the date specified in the notice of
redemption given to the holders of Series E Cumulative Preferred Stock and, in
the case of a mandatory redemption, will be the thirtieth (30th) business day
after the date of the Change of Control. A summary of such notice will also be
provided by publication in THE WALL STREET JOURNAL or THE NEW YORK TIMES.
From and after the redemption date (unless the Corporation defaults in
providing funds for the payment of the redemption price of the shares called for
redemption at the time and place specified in the notice or defaults in its
obligations regarding the payment of dividends with respect to shares of Series
E Cumulative Preferred Stock called for redemption), (i) such shares will no
longer be deemed to be outstanding, and (ii) all rights of the holders thereof
as holders of shares of Series E Cumulative Preferred Stock will cease (except
the rights to receive the cash payable upon such redemption, without interest
from the date of such redemption, upon surrender and endorsement of their
certificates if so required and to receive dividends in accordance to the extent
described in the preceding paragraph.
LIQUIDATION PREFERENCE
In the event of the voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation, holders of any shares of Series E Cumulative
Preferred Stock are entitled to receive the liquidation preference of $15.00 per
share of Series E Cumulative Preferred Stock, plus an amount equal to the
aggregate of (i) all dividends due and unpaid thereon in respect of any dividend
periods that have ended prior to the date of final distribution to holders of
Series E Cumulative Preferred Stock (whether or not declared), and (ii) the
dividend that would be due in respect of the dividend period during which the
final distribution to such holders occurs,
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such amount to be received before any distribution is made to the holders of
Junior Shares or shares of Common Stock, but the holders of shares of Series E
Cumulative Preferred Stock will not be entitled to receive the liquidation
preference of such shares until the liquidation preference of any Senior Shares
at the time outstanding have been paid in full. The holders of shares of Series
E Cumulative Preferred Stock and all Parity Shares (if any) are entitled to
share ratably, in accordance with the respective amounts payable thereon, in any
such distribution which is not sufficient to pay in full the aggregate of the
amounts payable thereon. After payment in full of the liquidation preference of
the Series E Cumulative Preferred Stock, the holders of such shares are not
entitled to any further participation in any distribution of assets by the
Corporation. Neither a consolidation or merger to which the Corporation is a
party, nor the sale or transfer of all or part of the Corporation's assets, will
be considered a voluntary or involuntary liquidation, dissolution or winding-up
of the Corporation.
VOTING RIGHTS
Holders of shares of Series E Cumulative Preferred Stock will not have any
voting rights except as described below or as required by applicable law.
If at any time dividends on any shares of Series E Cumulative Preferred
Stock, whether or not declared, have not been paid in an aggregate amount equal
to or greater than three semi-annual dividends on such shares (whether or not
consecutive), the number of directors constituting the whole Board of Directors
of the Corporation will automatically be increased by two and the holders of the
shares of Series E Cumulative Preferred Stock, voting noncumulatively as a
single class, will be entitled to elect such additional two directors to the
Corporation's Board of Directors until all due and unpaid dividends have been
paid in full or declared and irrevocably set aside in trust for payment.
The affirmative vote of at least two-thirds of the shares of Series E
Cumulative Preferred Stock, voting as a separate class, is required to approve
an amendment of any provision of the Certificate of Incorporation or the
Certificate of Designation to alter or change the powers, preferences or special
rights (including voting powers and rights) of shares of Series E Cumulative
Preferred Stock so as to affect them adversely. The same affirmative vote is
required to approve any merger, consolidation or reorganization pursuant to the
terms of which the Series E Cumulative Preferred Stock would not remain
outstanding in accordance with the terms of the Certificate of Designation,
unless the terms of such transaction provide that the holders of shares of
Series E Cumulative Preferred Stock would receive at least the same amount in
cash per share as they would receive in connection
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with a mandatory redemption that were to occur at the time of the consummation
of such merger, consolidation or reorganization. The affirmative vote of at
least three-fourths of the shares of Series E Cumulative Preferred Stock, voting
as a single class, is required for the authorization or creation of any shares
of preferred stock that are not Senior Shares, Parity Shares or Junior Shares.
However, without limiting such other actions as would not be deemed to alter or
change the powers, preferences or special rights (including voting powers and
rights) of holders of shares of Series E Cumulative Preferred Stock so as to
affect them adversely, neither (i) the creation, authorization or issuance of
any Senior Shares, Parity Shares, Junior Shares or shares of Common Stock, nor
(ii) subject to the provisions of clause (i) in the second paragraph under the
caption "Dividends", above, any increase in the authorized number of shares of
Series E Cumulative Preferred Stock set forth in the Certificate of Designation
will require the consent of the holders of Series E Cumulative Preferred Stock
or be deemed to alter or change the powers, preferences or special rights
(including voting powers and rights) of holders of shares of Series E Cumulative
Preferred Stock so as to affect them adversely. In addition, the above-
described voting requirements do not apply if notice of redemption of the shares
of Series E Cumulative Preferred Stock has been given and funds have been
irrevocably deposited in trust for such redemption.
Except as required by law, the holders of shares of Series E Cumulative
Preferred Stock will not be entitled to vote on any merger or consolidation
involving the Corporation or a sale of all or substantially all of the assets of
the Corporation.
Because the shares of Series E Cumulative Preferred Stock must be redeemed
following a Change of Control, it is possible that, depending on various
factors, including the number of shares of Series E Preferred Stock outstanding,
the Series E Cumulative Preferred Stock may have an effect on whether a Change
of Control occurs or the terms of any transaction pursuant to which a Change of
Control would occur.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
TELEDYNE, INC.
By: /S/JUDITH R. NELSON
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Judith R. Nelson
Secretary
Date: April 27, 1995
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