<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
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14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
TELEDYNE, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
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14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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/X/ Fee paid previously with preliminary materials.*
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* $500 fee paid previously in connection with the filing of materials
pursuant to Section 240.14a-11(c) on February 24, 1995.
<PAGE>
FOR IMMEDIATE RELEASE Contact: Rosanne O'Brien
Teledyne, Inc.
310/551-4265
Fred Spar/Adam Weiner
212/593-2655
TELEDYNE REPORTS STRONGER FIRST QUARTER RESULTS - - SEGMENT DATA
Los Angeles, Calif., April 13, 1995 - As previously announced, Teledyne,
Inc. (NYSE:TDY) reported first quarter 1995 net income of $64.3 million or $1.16
per share compared to a net loss of $55.1 million or $0.99 per share for the
first quarter 1994. Excluding an after tax gain of $30.3 million on the sale of
Teledyne Electronic Systems, first quarter 1995 income increased 160 percent to
$34.0 million or $0.61 per share over first quarter 1994 income of $13.1 million
or $0.24 per share, excluding a $68.2 million after tax charge to resolve
certain U.S. government contracting issues. Sales from continuing operations
were $623.8 million for the first quarter of 1995 compared to $527.4 million for
the same period of 1994.
"Strong sales gains were reported in each of our business segments,
reflecting improvement in many of the worldwide markets served by Teledyne's
businesses," said William P. Rutledge, chairman and chief executive officer and
Donald B. Rice, president and chief operating officer. "Operating income was
also up across-the-board, except in our Consumer segment where planned
investment in the introduction of new products, such as the SenSonic-TM- Plaque
Removal Instrument, the Pour-Thru Water Filter-TM- device, and the MAXX-PURE-TM-
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ozone sanitizing system for swimming pools, reduced reported income. First
quarter performance, following a strong fourth quarter of 1994, reinforces our
positive outlook for the balance of 1995."
RESULTS OF OPERATIONS
Sales and operating profit for the Company's four business segments are
presented separately in the tables below for continuing results, discontinued
results and pension income.
AVIATION AND ELECTRONICS
Sales from continuing operations increased $22.5 million to $238.7 million
for the first quarter of 1995 compared to $216.2 million for the same period of
1994. Sales increases were the result of improved sales of engines and spare
parts for the general aviation market, electronic countermeasure equipment for
the international market, microwave devices and electromechanical relays for
government and commercial customers, avionics for the commercial aviation
market, and fabricated products for the U.S. armed forces, partially offset by a
decline in sales of ground power generators to the U.S. Air Force.
Operating profit from continuing operations increased $14.4 million to
$26.2 million for the first quarter of 1995 compared to $11.8 million for the
same period of 1994, excluding charges of $85.0 million to resolve certain U.S.
government contracting matters in the first quarter of 1994. Operating profit
increased primarily due to the sales increases described above, reduced losses
on wire and cable
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products and the partial reversal of estimated losses as a result of the
negotiated termination of a U.S. government contract.
On January 6, 1995, the Company sold substantially all of the business and
assets of Teledyne Electronic Systems. The transaction did not include the
Company's Lewisburg, Tennessee-based electronic contract manufacturing
operations, its commercial encryption business or any real estate. The
transaction resulted in a pretax gain of $50.7 million, included in other
income.
Operating results for Teledyne Electronic Systems, including charges of
$27.5 million in the 1994 first quarter to resolve certain U.S. government
contracting issues, have been reclassified and are presented in discontinued
results.
SPECIALTY METALS
Sales from continuing operations increased $44.2 million to $207.2 million
for the first quarter of 1995 compared to $163.0 million for the same period of
1994. Sales increased primarily due to the improvement in the worldwide markets
served by Teledyne's specialty metals businesses, particularly in the
automotive, commercial aerospace, power generation, cutting tool and other
industrial markets.
Operating profit from continuing operations increased $10.5 million to
$23.6 million for the first quarter of 1995 compared to $13.1 million for the
same period of 1994. The improvement in operating profit was primarily the
result of increased sales in the areas listed above, improved margins in nickel
and titanium-based alloys and specialty steels, and the strong performance of
thin rolled and tungsten-based products, partially offset by lower margins
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on zirconium products and increased legal costs associated with export license
cases.
INDUSTRIAL
Sales from continuing operations increased $24.2 million to $99.9 million
for the first quarter of 1995 compared to $75.7 million for the same period of
1994. Sales improved primarily due to increased sales of crash fire rescue
vehicles to the U.S. Air Force and higher sales of material handling equipment
primarily as a result of the January 1995 acquisition of Kooi Beheer B.V., a
Netherlands company that is Europe's largest supplier of truck-mountable, self-
propelled material handlers. A decline in sales related to land combat vehicle
development partially offset the overall sales increase.
Operating profit from continuing operations increased $4.8 million to $5.8
million for the first quarter of 1995 compared to $1.0 million for the same
period of 1994. The increase in operating profit was due primarily to the
strong performance of tank engines for the international market and metal
stamping dies, plastic compression molds and industrial valves for the
automotive and truck markets, partially offset by costs associated with the Kooi
acquisition and plant rationalization expenses.
CONSUMER
Sales from continuing operations increased $5.5 million to $78.0 million
for the first quarter of 1995 compared to $72.5 million for the same period of
1994. International sales and sales related to metal tube products for the
pharmaceutical industry increased in 1995.
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Operating profit from continuing operations decreased $1.4 million to $2.3
million for the first quarter of 1995 compared to $3.7 million for the same
period of 1994. The 1995 results were adversely affected by new product startup
costs for the SenSonic Plaque Removal Instrument, the Pour-Thru Water Filter
device for producing high quality drinking water in the home from tap water, and
the new line of MAXX-PURE sanitizing systems utilizing advanced ozone technology
for the swimming pool industry. The decrease in operating profit was partially
offset by the strong performance of metal tube products for the pharmaceutical
industry.
CORPORATE EXPENSE
Corporate expense increased $0.2 million for the first quarter of 1995 over
the same period of 1994 primarily due to higher salaries and benefits and
increased legal and advisory fees associated with an unsolicited merger proposal
and ensuing proxy contest, offset by a reduction in insurance costs.
PENSION INCOME
Teledyne's non-cash pension income recorded the amount by which the
amortization into income of pension surplus and estimated return on plan assets
exceeds the current year's cost of providing benefits. Pension income before
tax increased to $21.1 million in the first quarter of 1995 from $19.0 million
for the same period of 1994. This increase in pension income was a result of a
higher expected return on pension assets and a reduction in the number of
employees partially offset by a change in mortality assumptions.
DIVIDENDS
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During the quarter ended March 31, 1995, a dividend of $0.25 per share for
each common stock outstanding, consisting of $0.10 in cash and $0.15 in face
value of redeemable preferred stock, was paid on March 8, 1995, to shareholders
of record on February 15, 1995. The redeemable preferred stock is a new issue
of Series E Cumulative Preferred Stock, $15 face value per share, callable by
the Company at any time at face value, with a mandatory call at $16.50 per share
on change of control, paying an annual eight percent cumulative cash dividend
payable semi-annually. Shareholders received one share of the Series E
Cumulative Preferred Stock for each one hundred shares of common stock with cash
paid in lieu of fractional shares.
Teledyne is a diversified manufacturing corporation serving customers
worldwide through 18 operating companies focused in four business segments:
Aviation & Electronics; Specialty Metals; Industrial; and Consumer.
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Teledyne, Inc. and Subsidiaries
(In millions)
<TABLE>
<CAPTION>
Quarter Ended
March 31,
----------------
1995 1994
------ ------
<S> <C> <C>
Sales:
Aviation and electronics:
Continuing $238.7 $216.2
Discontinued - 37.5
------ ------
238.7 253.7
------ ------
Specialty metals:
Continuing 207.2 163.0
Discontinued 0.4 0.3
------ ------
207.6 163.3
------ ------
Industrial:
Continuing 99.9 75.7
Discontinued 1.3 7.7
------ ------
101.2 83.4
------ ------
Consumer:
Continuing 78.0 72.5
Discontinued - -
------ ------
78.0 72.5
------ ------
Total:
Continuing 623.8 527.4
Discontinued 1.7 45.5
------ ------
$625.5 $572.9
------ ------
------ ------
</TABLE>
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Teledyne, Inc. and Subsidiaries
(In millions except share and per share amounts)
<TABLE>
<CAPTION>
Quarter Ended
March 31,
-------------------
1995 1994
-------- --------
<S> <C> <C>
Operating Profit (Loss):
Aviation and electronics:
Continuing $ 26.2 $ (73.2)
Discontinued - (28.9)
Pension income 4.5 3.8
------- -------
30.7 (98.3)
------- -------
Specialty metals:
Continuing 23.6 13.1
Discontinued - 3.8
Pension income 4.0 3.7
------- -------
27.6 20.6
------- -------
Industrial:
Continuing 5.8 1.0
Discontinued - 0.5
Pension income 12.1 10.5
------- -------
17.9 12.0
------- -------
Consumer:
Continuing 2.3 3.7
Discontinued - (2.1)
Pension income 0.1 0.1
------- -------
2.4 1.7
------- -------
Total Continuing 57.9 (55.4)
Discontinued - (26.7)
------- -------
57.9 (82.1)
Corporate expense:
Salaries and benefits (7.0) (6.2)
Other (12.7) (13.3)
Interest expense (10.6) (10.5)
Pension income 21.1 19.0
Other 54.2 2.0
------- -------
Income (Loss) Before Taxes 102.9 (91.1)
Provision (Credit) for Taxes 38.6 (36.0)
------- -------
Net Income (Loss) $ 64.3 $ (55.1)
------- -------
------- -------
Net Income (Loss) Per Share $ 1.16 $ (0.99)
------- -------
------- -------
Average shares outstanding 55,500,626 55,441,455
</TABLE>
Note - As a result of the January 6, 1995 sale of Teledyne Electronic Systems,
sales and operating results for 1994 have been reclassified and presented in
discontinued results.
April 13, 1995
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