[Irell & Manella Letterhead]
(213) 229-0594
January 13, 1995
VIA EDGAR
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Securities and Exchange Commission
450 - 5th Street, N.W.
Washington, D.C. 20549
Re: Teledyne, Inc. ("Teledyne")
Commission File No. 1-5212
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Gentlemen:
Enclosed for filing pursuant to Section 12(b) of the Securities Exchange
Act of 1934, as amended, is one complete copy of an amendment to Form 8-A
Registration Statement (the "Amendment") of Teledyne relating to certain share
purchase rights (the "Rights") to be issued to Teledyne's shareholders as of
the close of business on January 27, 1995 as a dividend. Copies of this filing
are concurrently being sent to the New York Stock Exchange and the Pacific Stock
Exchange.
The balance of this letter sets forth Teledyne's responses to the Staff's
comments included in the letter dated January 10, 1995 of Gregory W. Carr,
Branch Chief. For the convenience of the Staff, the Staff's comments are set
forth immediately preceding each corresponding response. Please note that
Teledyne's responses have been discussed informally with John L. Krug, Esq. of
the Staff.
1. STAFF COMMENT
Expand the discussion to clarify whether a shareholder may exercise the
rights after a distribution date, but prior to the receipt of a right
certificate.
RESPONSE
A responsive change has been made.
<PAGE>
2. STAFF COMMENT
Indicate whether the Company may redeem the right certificate after a
distribution date:
(1) prior to the distribution of right certificates or (2) after exercise of
the right certificate.
RESPONSE
A responsive change has been made.
3. STAFF COMMENT
The discussion should be expanded to provide the information requested by
Item 202(a)(5) of Regulation 8-K, to the extent applicable.
RESPONSE
A responsive change has been made.
4. STAFF COMMENT
The opinion should opine as to the legality of the Rights Plan under state
law. The opinion should include a discussion of the board's legal authority to
issue the Rights without shareholder approval and a discussion of the
application of the business judgment rule. Opinions as to the availability of
the business judgment rule which are based on certain enumerated assumptions
regarding the board's conduct in adopting the Plan may be acceptable if
followed by the caveat that nothing has come to the attention of counsel that
would lead them to believe they are not justified in relying on such
assumptions. The opinion should also address the legality of the "flip-over"
and "flip-in" provisions of the Plan as well as the legality of any provision
designed to void the rights held by a substantial shareholder.
RESPONSE
A responsive change has been made in the supplemental opinion, a copy of
which will be provided supplementally to the Staff under separate cover.
Please note that accelerated effectiveness of this Registration Statement
is requested to occur before the above-mentioned dividend record date.
Accordingly, Teledyne would greatly appreciate the Staff's prompt response to
this filing.
<PAGE>
Questions or comments with respect to the foregoing or the enclosed
documents should be directed to the undersigned or, in his absence,
Andrew Gross, Esq. (310-203-7032).
Sincerely,
Henry Lesser
HL:rng
Enclosures
cc: New York Stock Exchange
Pacific Stock Exchange
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
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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Preferred Share Repurchase New York Stock Exchange
Rights Pursuant to Rights Pacific Stock Exchange
Agreement
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
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(Title of Class)
Item 1. Description of Securities to be Registered.
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On January 4, 1995 (the "Effective Date"), the Board of
Directors (the "Board") of Teledyne, Inc. (the "Corporation")
declared a dividend distribution of one preferred share
purchase right (a "Right") for each outstanding share of
Common Stock, par value $1.00 per share (the "Common Shares"),
of the Corporation. The dividend is payable to the
stockholders of record on January 27, 1995 (the "Record
Date"), and with respect to Common Shares issued thereafter
until the Distribution Date (as defined below) and, in certain
circumstances, with respect to Common Shares issued after the
Distribution Date. Except as set forth below, each Right,
when it becomes exercisable, entitles the registered holder to
purchase from the Corporation one one-thousandth (1/1000th) of
a share of Series D Preferred Stock, $1.00 par value per share
(the "Preferred Shares"), of the Corporation at a price of
$75.00 per one one-thousandth (1/1000th) of a Preferred Share
(the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Corporation and
Chemical Trust Company of California, as Rights Agent (the
"Rights Agent"), dated as of January 4, 1995.
Initially, the Rights will be attached to all
certificates representing Common Shares then outstanding, and
no separate Right Certificates will be distributed. The
Rights will separate from the Common Shares upon the earlier
to occur of (i) a person or group of affiliated or associated
persons having acquired, without the prior approval of the
Corporation's Board of Directors, beneficial ownership of 15%
or more of the outstanding Common Shares (except pursuant to a
Permitted Offer, as hereinafter defined); or (ii) 10 days (or
such later date as the Board may determine) following the
commencement of, or announcement of an intention to make, a
tender offer or exchange offer the consummation of which would
result in a person or group of affiliated or associated
persons becoming an Acquiring Person (as hereinafter defined)
(the "Distribution Date"). A person or group whose
acquisitions of Common Shares cause a Distribution Date
pursuant to clause (i) above is an "Acquiring Person," with
certain exceptions as set forth in the Rights Agreement. The
date that a person or group is first publicly announced to
have become such by the Corporation or such Acquiring Person
is the "Shares Acquisition Date."
The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and
only with the Common Shares. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common
Share certificates issued after the Record Date upon transfer
or new issuance of Common Shares 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
Common Shares outstanding as of the Record Date, even without
attaching thereto such notation or a copy of the Summary of
Rights attached to the Rights Agreement as Exhibit C, will
also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will
be mailed to the holders of record of the Common Shares as of
the Close of Business (as defined in the Rights Agreement) on
the Distribution Date (and to each initial record holder of
certain Common Shares issued after the Distribution Date), and
such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution
Date has occurred and the Company has distributed Rights
Certificates as discussed in the immediately preceding
paragraph. The Rights will expire at the Close of Business on
January 4, 2005, unless earlier redeemed by the Corporation as
described below.
In the event that any person becomes an Acquiring Person
(except pursuant to a tender or exchange offer which is for
all outstanding Common Shares at a price and on terms which a
majority of certain members of the Board determines to be
adequate and in the best interests of the Corporation, its
stockholders and other relevant constituencies, other than
such Acquiring Person, its affiliates and associates (a
"Permitted Offer")), each holder of a Right will thereafter
have the right (the "Flip-In Right") to receive upon exercise
the number of Common Shares (or, in certain circumstances, of
one one-thousandths (1/1000ths) of a Preferred Share or other
securities of the Corporation) having a value (immediately
prior to such triggering event) equal to two times the
exercise price of the Right. Notwithstanding the foregoing,
following the occurrence of the event described above, all
Rights that are, or (under certain circumstances specified in
the Rights Agreement) were, beneficially owned by any
Acquiring Person or any affiliate or associate thereof will be
null and void. The Board has the option, at any time after
any person becomes an Acquiring Person, to exchange all or
part of the then-exercisable Rights (excluding those that have
become void, as described in the immediately preceding
sentence) for Common Shares, at an exchange ratio determined
by dividing the then-applicable Purchase Price by the then-
current market price per Common Share as determined in
accordance with the Rights Agreement. However, this option
generally terminates if any person becomes the beneficial
owner of 50% or more of the Common Shares.
In the event that, at any time following the Shares
Acquisition Date, (i) the Corporation is acquired in a merger
or other business combination transaction in which the holders
of all of the outstanding Common Shares immediately prior to
the consummation of the transaction are not the holders of all
of the surviving corporation's voting power, or (ii) more than
50% of the Corporation's assets or earning power is sold or
transferred, in either case with or to an Acquiring Person or
any affiliate or associate thereof or any other person in
which such Acquiring Person, affiliate or associate has an
interest or any person acting on behalf of or in concert with
such Acquiring Person, affiliate or associate, or if, in such
transaction, all holders of Common Shares are not treated
alike, any other person, then each holder of a Right (except
Rights which previously have been voided as set forth above)
shall thereafter have the right (the "Flip-Over Right") to
receive, upon exercise, common shares of the acquiring company
having a value equal to two times the exercise price of the
Right. The holder of a Right will continue to have the Flip-
Over Right whether or not such holder exercises or surrenders
the Flip-In Right.
The Purchase Price payable, and the number of Preferred
Shares, Common Shares or other securities issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend
on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) 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 (iii) upon the distribution to holders of the
Preferred Shares of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to
above).
The number of outstanding Rights and the number of the
one-thousandths (1/1000ths) of a Preferred Share issuable upon
exercise of each Right are also subject to adjustment in the
event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or
subdivisions, consolidations or combinations of the Common
Shares occurring, in any such case, prior to the Distribution
Date.
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.
At any time prior to the earlier to occur of (i) a person
becoming an Acquiring Person or (ii) the expiration of the
Rights, and under certain other circumstances, the Corporation
may redeem the Rights in whole, but not in part, at a price
(payable in cash or, at the Corporation's election, in Common
Shares) of $.01 per Right (the "Redemption Price"), which
redemption shall be effective upon the action of the Board.
Additionally, following the Shares Acquisition Date, the
Corporation may redeem the then outstanding Rights in whole,
but not in part, at the Redemption Price, provided that such
redemption is in connection with a merger or other business
combination transaction or series of transactions involving
the Corporation in which all holders of Common Shares are
treated alike but not involving an Acquiring Person or its
affiliates or associates.
If a Distribution Date has occurred but the facts causing
the occurrence of such Distribution Date do not also give rise
to the existence of an Acquiring Person, the Corporation may
redeem the Rights whether or not Rights Certificates have been
distributed, and whether or not the Rights have been exercised
(which, prior to the existence of an Acquiring Person and the
consequential exercisability of the Flip-In Right, is unlikely
to occur because the Rights will represent a right to acquire
a security (i.e., one one-thousandth of a Preferred Share)
which is unlikely to have a value equal to or greater than the
Purchase Price.
All of the provisions of the Rights Agreement may be
amended by the Board of Directors of the Corporation prior to
the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board
in order to cure any ambiguity, defect or inconsistency, to
make changes that do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring
Person), or, subject to certain limitations, to shorten or
lengthen any time period under the Rights Agreement.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Corporation,
including, without limitation, the right to vote or to receive
dividends. While the distribution of the Rights will not be
taxable to stockholders of the Corporation, stockholders may,
depending upon the circumstances, recognize taxable income
should the Rights become exercisable or upon the occurrence of
certain events thereafter.
This summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference
to the Rights Agreement, which is hereby incorporated herein
by reference.
As of December 31, 1994, there were 55,462,298 Common
Shares outstanding (as well as a further 7,481,640 shares
reserved for issuance pursuant to an employee stock purchase
plan and upon exercise of stock options, of which 3,281,375
were reserved with respect to options outstanding on that
date). Each Common Share outstanding on the Record Date will
receive one Right. As long as the Rights are attached to the
Common Shares, the Corporation will issue one Right with each
new Common Share so that all such shares will have attached
rights.
The Rights have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or group
that attempts to acquire the Corporation without conditioning
the offer on the Rights being redeemed or a substantial number
of Rights being acquired. However, the Rights should not
interfere with any tender offer or merger approved by the
Corporation (other than with an Acquiring Person) because the
Rights do not become exercisable in the event of a Permitted
Offer or other acquisition exempted by the Company's Board.
Concurrent with its approval of the Rights Agreement, the
Board adopted an amendment to the Corporation's Restated
By-Laws to require advance notice (generally 60-90 days prior
to the first anniversary of the preceding year's annual
stockholder meeting) of a stockholder's intention to nominate
Board members or submit proposals for consideration at an
annual stockholders meeting. The amendment also requires that
a stockholder desiring to solicit the written consent of other
stockholders request the Board to fix a record date for the
solicitation within ten days of the request. The full text of
the Corporation's Restated By-Laws, including the text of
Article II, Sections 14 and 15, which contain such amendments,
was filed as Exhibit 3 to the Corporation's Form 8-K dated
January 3, 1995.
Item 2. Exhibits.
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1. Rights Agreement, dated as of January 4, 1995,
between Teledyne, Inc. and Chemical Trust Company of
California as Rights Agent, which includes: as
Exhibit A thereto, the Form of Certificate of
Designation, Preferences and Rights of Series D
Preferred Stock of Teledyne, Inc.; as Exhibit B
thereto, the Form of Right Certificate; and, as
Exhibit C thereto, the Summary of Rights to Purchase
Series D Preferred Stock.*
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*Previously filed as Exhibit 1 to the Corporation's
Registration Statement on Form 8-A dated January 5 filed
with the Securities and Exchange Commission and
incorporated herein by reference.
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
-----------------------------------------
Judith R. Nelson
Secretary
Date: January 13, 1995
EXHIBIT INDEX
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Exhibit Description Page
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1 Rights Agreement, dated as of
January 4, 1995, between Teledyne,
Inc. and Chemical Trust Company of
California as Rights Agent, which
includes: as Exhibit A thereto, the
Form of Certificate of Amendment of
Certificate of Designation,
Preferences and Rights of Series D
Preferred Stock of Teledyne, Inc.; as
Exhibit B thereto, the Form of Right
Certificate; and, as Exhibit C
thereto, the Summary of Rights to
Purchase Series D Preferred Stock.*
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*Previously filed as Exhibit 1 to the Corporation's
Registration Statement on Form 8-A dated January 5 filed
with the Securities and Exchange Commission and
incorporated herein by reference.
