<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ 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.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
2049 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067-3101
(310) 551-4306 FAX (310) 551-4366
March 8, 1996
Dear Common Stock Shareholder:
We are pleased to announce that on January 24, 1996, Teledyne's Board of
Directors declared a quarterly dividend payable on March 8, 1996 to holders of
record on February 20, 1996. The New York Stock Exchange set February 15, 1996
as the ex-distribution date for the dividend, which is being distributed in two
components on each share of Teledyne, Inc. Common Stock ("Common Stock") as
follows:
(1) $0.10 in cash, and
(2) $0.15 of stated amount (.01 share) of Teledyne's Series E Cumulative
Preferred Stock ("Series E Preferred Stock"). On each 100 shares of
Common Stock you own, you will receive 1 share of Series E Preferred
Stock.
Shareholders who own fewer than 100 shares of Common Stock will not
receive a Series E Preferred Stock certificate, but will receive a check
representing cash in lieu of the preferred stock fractional share
interest. All fractional share interests of the preferred stock will be
settled in cash using a $15.00 full share settlement price (I.E., 1 share
Common Stock = .01 fractional share of preferred stock X $15.00 = $0.15;
2 shares Common Stock = .02 fractional share of preferred stock X $15.00
= $0.30, etc.).
Teledyne Series E Preferred Stock (CUSIP 879335 60 2) trades on the New York
and Pacific Stock Exchanges under the trading symbol "TDYPrE." Series E
Preferred Stock pays a semiannual dividend of $0.60 per share on March 1st and
September 1st, when declared by the Board of Directors out of legally available
funds. Detailed information regarding the terms of the Series E Preferred Stock
is available upon written request to Teledyne's Shareholder Services Department
at the above address.
We are including this letter with each certificate and check forwarded to
record holders receiving the dividend distribution. Shareholders who own their
Common Stock beneficially through a brokerage house or bank ("street name
holder") will receive the dividend distribution through such firm, and should
direct any questions concerning the distribution to their broker or bank.
The certificate or check enclosed with this letter is registered in the
name(s) recorded on the Common Stock records as of the record date, February 20,
1996. Any changes in registration subsequent to the record date would not be
reflected on the enclosed certificate or check. If you sold shares of Common
Stock prior to the ex-distribution date (February 15, 1996), but such shares
remained in your name on the record date, the broker executing the sale will
claim from you the dividend payment owing to the buyer of your shares.
<PAGE>
DIVIDEND TAX RULING
In accordance with a ruling received from the Internal Revenue Service
("IRS"), Teledyne will report as taxable the full shares of Series E Preferred
Stock received in this dividend. A statement of the fair market value of the
full shares of Series E Preferred Stock (I.E., the average trading price of the
Series E Preferred Stock on March 8, 1996) will accompany the 1996 Form 1099-DIV
that will be sent to holders in January 1997. The cash portion of this dividend,
including the cash paid in lieu of fractional shares of Series E Preferred
Stock, is taxable and also will be reported to the IRS on a 1996 Form 1099-DIV.
If you have not provided or certified your Tax Identification Number, the
IRS requires that Chemical Mellon Shareholder Services ("CMSS"), as dividend
paying agent, withhold 31% from your payment. Any amounts so withheld from the
enclosed check will be paid to the IRS immediately by CMSS. If the enclosed
check reflects tax withholding and you wish to receive future cash dividends in
full, or if you have any questions concerning the enclosed dividend, please
contact the Stock Transfer Agent at the following address:
Chemical Mellon Shareholder Services
P. O. Box 590
Ridgefield Park, New Jersey 07660-0590
Telephone: 1.800.356.2017
Annex A to this letter contains a summary description of the federal income
tax consequences of this distribution of the Series E Preferred Stock component
of Teledyne's March 1996 Common Stock dividend. BECAUSE YOUR INDIVIDUAL
CIRCUMSTANCES MAY AFFECT THE TAX TREATMENT OF YOUR RECEIPT, OWNERSHIP AND
DISPOSITION OF THE SERIES E PREFERRED STOCK, YOU SHOULD CONSULT YOUR OWN TAX
ADVISOR REGARDING ANY PARTICULAR CONSEQUENCES TO YOU.
ALSO INCLUDED HEREWITH IS A COPY OF THE PRESS RELEASE TELEDYNE ISSUED ON
FEBRUARY 29, 1996, WHICH ANNOUNCES TELEDYNE'S REJECTION OF WHX'S PROPOSAL AND
THE BOARD'S DECISION TO INCREASE THE QUARTERLY COMMON STOCK DIVIDEND TO $0.375
PER SHARE TO BE PAID ENTIRELY IN CASH COMMENCING IN THE SECOND QUARTER. A FIRST
QUARTER SUPPLEMENTAL CASH PAYMENT OF $0.125 PER SHARE ON COMMON STOCK WILL BE
MAILED ON MARCH 26, 1996 TO HOLDERS OF RECORD ON MARCH 11, 1996.
Sincerely,
[SIGNATURE] [SIGNATURE]
William P. Rutledge Donald B. Rice
CHAIRMAN AND PRESIDENT AND
CHIEF EXECUTIVE OFFICER CHIEF OPERATING OFFICER
Enclosures
<PAGE>
ANNEX A
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
THIS ANNEX IS A SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSIDERATIONS THAT
MAY BE RELEVANT TO SHAREHOLDERS RECEIVING THE TELEDYNE, INC. SERIES E CUMULATIVE
PREFERRED STOCK (THE "PREFERRED STOCK") AS A COMPONENT OF THE DIVIDEND REFERRED
TO IN THE FOREGOING LETTER. THE DISCUSSION IS BASED UPON THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), TREASURY REGULATIONS, INTERNAL REVENUE
SERVICE ("IRS") RULINGS AND JUDICIAL DECISIONS NOW IN EFFECT, ALL OF WHICH ARE
SUBJECT TO CHANGE AT ANY TIME BY LEGISLATIVE, JUDICIAL OR ADMINISTRATIVE ACTION.
ANY SUCH CHANGES COULD BE APPLIED RETROACTIVELY IN A MANNER THAT COULD ADVERSELY
AFFECT A HOLDER OF THE PREFERRED STOCK. NO INFORMATION OR DISCUSSION IS PROVIDED
HEREIN WITH RESPECT TO FOREIGN, STATE OR LOCAL TAX LAWS, ESTATE AND GIFT TAX
CONSIDERATIONS, OR OTHER TAX ISSUES. THIS INFORMATION APPLIES TO SHAREHOLDERS
WHO HOLD TELEDYNE, INC. COMMON STOCK ("COMMON STOCK") AND WILL HOLD THE
PREFERRED STOCK AS A "CAPITAL ASSET" WITHIN THE MEANING OF SECTION 1221 OF THE
CODE. IN ADDITION, THE TAX CONSEQUENCES TO A PARTICULAR TYPE OF HOLDER
(INCLUDING LIFE INSURANCE COMPANIES, TAX-EXEMPT ORGANIZATIONS, BANKS, DEALERS IN
SECURITIES, AND FOREIGN PERSONS) MAY BE AFFECTED BY MATTERS NOT DISCUSSED
HEREIN. ACCORDINGLY, SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS
REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE RECEIPT,
OWNERSHIP AND DISPOSITION OF THE PREFERRED STOCK.
------------------------
RECEIPT OF FULL SHARES OF SERIES E CUMULATIVE PREFERRED STOCK
In accordance with the letter ruling received from the IRS, Teledyne will
report as taxable the Preferred Stock received as a component of the March 8,
1996 distribution.
For those holders of Common Stock receiving full shares of the Preferred
Stock, the taxable amount of the full shares of Preferred Stock should be equal
to the fair market value of the Preferred Stock on the distribution date. This
amount should be treated as ordinary dividend income to the extent of current or
accumulated earnings and profits of the Company determined as of the end of
1996. Under Code Section 243, dividends received by a corporation may be
eligible for the 70% dividends received deduction, to the extent they are made
out of current or accumulated earnings and profits, subject to certain
exceptions and limitations respecting holding period, debt financing,
"extraordinary dividends" and the corporate alternative minimum tax.
A holder of Common Stock receiving a taxable distribution of Preferred Stock
will take a basis in such Preferred Stock equal to the fair market value of such
Preferred Stock on the distribution date. The holding period for such holders of
the Preferred Stock will begin on the day following the distribution date.
Upon the sale or exchange of such Preferred Stock, the holder will recognize
gain or loss equal to the difference between the amount realized and the
holder's adjusted tax basis in such Preferred Stock. The resulting gain or loss
will be a capital gain or loss and will be a long-term capital gain or loss if
the Preferred Stock was held for more than one year.
CASH RECEIVED IN LIEU OF FRACTIONAL SHARES
Cash received in lieu of fractional shares of Preferred Stock should
constitute a dividend to the recipients, to the extent of current and
accumulated earnings and profits of the Company, determined as of the end of
1996, allocable to such distributions.
RECEIPT OF CASH DIVIDENDS ON PREFERRED STOCK
Cash dividend distributions paid on the Preferred Stock will be taxable as
ordinary dividend income to a holder to the extent of the Company's current or
accumulated earnings and profits determined as of the end of the Company's
respective taxable year.
<PAGE>
As a participant in a Teledyne employee benefit program (I.E., Stock Advantage
Plan, 401(k) Plan or Savings & Retirement Supplement Plan), you are being
furnished with this letter for informational purposes only. If you own Common
Stock in any of the Teledyne benefit plans, the dividend payment referenced in
this letter has been transmitted directly to your account in the benefit plan;
NO DIVIDEND PAYMENT IS ENCLOSED WITH THIS LETTER. The dividend will be included
in the next statement you receive listing your assets in the benefit plan.
[LOGO]
2049 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067-3101
(310) 551-4306 FAX (310) 551-4366
March 8, 1996
Dear Common Stock Shareholder:
We are pleased to announce that on January 24, 1996, Teledyne's Board of
Directors declared a quarterly dividend payable on March 8, 1996 to holders of
record on February 20, 1996. The New York Stock Exchange set February 15, 1996
as the ex-distribution date for the dividend, which is being distributed in two
components on each share of Teledyne, Inc. Common Stock ("Common Stock") as
follows:
(1) $0.10 in cash, and
(2) $0.15 of stated amount (.01 share) of Teledyne's Series E Cumulative
Preferred Stock ("Series E Preferred Stock"). On each 100 shares of
Common Stock you own, you will receive 1 share of Series E Preferred
Stock.
Shareholders who own fewer than 100 shares of Common Stock will not
receive a Series E Preferred Stock certificate, but will receive a check
representing cash in lieu of the preferred stock fractional share
interest. All fractional share interests of the preferred stock will be
settled in cash using a $15.00 full share settlement price (I.E., 1 share
Common Stock = .01 fractional share of preferred stock X $15.00 = $0.15;
2 shares Common Stock = .02 fractional share of preferred stock X $15.00
= $0.30, etc.).
Teledyne Series E Preferred Stock (CUSIP 879335 60 2) trades on the New York
and Pacific Stock Exchanges under the trading symbol "TDYPrE." Series E
Preferred Stock pays a semiannual dividend of $0.60 per share on March 1st and
September 1st, when declared by the Board of Directors out of legally available
funds. Detailed information regarding the terms of the Series E Preferred Stock
is available upon written request to Teledyne's Shareholder Services Department
at the above address.
We are including this letter with each certificate and check forwarded to
record holders receiving the dividend distribution. Shareholders who own their
Common Stock beneficially through a brokerage house or bank ("street name
holder") will receive the dividend distribution through such firm, and should
direct any questions concerning the distribution to their broker or bank.
The certificate or check enclosed with this letter is registered in the
name(s) recorded on the Common Stock records as of the record date, February 20,
1996. Any changes in registration subsequent to the record date would not be
reflected on the enclosed certificate or check. If you sold shares of Common
Stock prior to the ex-distribution date (February 15, 1996), but such shares
remained in your name on the record date, the broker executing the sale will
claim from you the dividend payment owing to the buyer of your shares.
<PAGE>
DIVIDEND TAX RULING
In accordance with a ruling received from the Internal Revenue Service
("IRS"), Teledyne will report as taxable the full shares of Series E Preferred
Stock received in this dividend. A statement of the fair market value of the
full shares of Series E Preferred Stock (I.E., the average trading price of the
Series E Preferred Stock on March 8, 1996) will accompany the 1996 Form 1099-DIV
that will be sent to holders in January 1997. The cash portion of this dividend,
including the cash paid in lieu of fractional shares of Series E Preferred
Stock, is taxable and also will be reported to the IRS on a 1996 Form 1099-DIV.
If you have not provided or certified your Tax Identification Number, the
IRS requires that Chemical Mellon Shareholder Services ("CMSS"), as dividend
paying agent, withhold 31% from your payment. Any amounts so withheld from the
enclosed check will be paid to the IRS immediately by CMSS. If the enclosed
check reflects tax withholding and you wish to receive future cash dividends in
full, or if you have any questions concerning the enclosed dividend, please
contact the Stock Transfer Agent at the following address:
Chemical Mellon Shareholder Services
P. O. Box 590
Ridgefield Park, New Jersey 07660-0590
Telephone: 1.800.356.2017
Annex A to this letter contains a summary description of the federal income
tax consequences of this distribution of the Series E Preferred Stock component
of Teledyne's March 1996 Common Stock dividend. BECAUSE YOUR INDIVIDUAL
CIRCUMSTANCES MAY AFFECT THE TAX TREATMENT OF YOUR RECEIPT, OWNERSHIP AND
DISPOSITION OF THE SERIES E PREFERRED STOCK, YOU SHOULD CONSULT YOUR OWN TAX
ADVISOR REGARDING ANY PARTICULAR CONSEQUENCES TO YOU.
ALSO INCLUDED HEREWITH IS A COPY OF THE PRESS RELEASE TELEDYNE ISSUED ON
FEBRUARY 29, 1996, WHICH ANNOUNCES TELEDYNE'S REJECTION OF WHX'S PROPOSAL AND
THE BOARD'S DECISION TO INCREASE THE QUARTERLY COMMON STOCK DIVIDEND TO $0.375
PER SHARE TO BE PAID ENTIRELY IN CASH COMMENCING IN THE SECOND QUARTER. A FIRST
QUARTER SUPPLEMENTAL CASH PAYMENT OF $0.125 PER SHARE ON COMMON STOCK WILL BE
MAILED ON MARCH 26, 1996 TO HOLDERS OF RECORD ON MARCH 11, 1996.
Sincerely,
[SIGNATURE] [SIGNATURE]
William P. Rutledge Donald B. Rice
CHAIRMAN AND PRESIDENT AND
CHIEF EXECUTIVE OFFICER CHIEF OPERATING OFFICER
Enclosures
<PAGE>
ANNEX A
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
THIS ANNEX IS A SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSIDERATIONS THAT
MAY BE RELEVANT TO SHAREHOLDERS RECEIVING THE TELEDYNE, INC. SERIES E CUMULATIVE
PREFERRED STOCK (THE "PREFERRED STOCK") AS A COMPONENT OF THE DIVIDEND REFERRED
TO IN THE FOREGOING LETTER. THE DISCUSSION IS BASED UPON THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), TREASURY REGULATIONS, INTERNAL REVENUE
SERVICE ("IRS") RULINGS AND JUDICIAL DECISIONS NOW IN EFFECT, ALL OF WHICH ARE
SUBJECT TO CHANGE AT ANY TIME BY LEGISLATIVE, JUDICIAL OR ADMINISTRATIVE ACTION.
ANY SUCH CHANGES COULD BE APPLIED RETROACTIVELY IN A MANNER THAT COULD ADVERSELY
AFFECT A HOLDER OF THE PREFERRED STOCK. NO INFORMATION OR DISCUSSION IS PROVIDED
HEREIN WITH RESPECT TO FOREIGN, STATE OR LOCAL TAX LAWS, ESTATE AND GIFT TAX
CONSIDERATIONS, OR OTHER TAX ISSUES. THIS INFORMATION APPLIES TO SHAREHOLDERS
WHO HOLD TELEDYNE, INC. COMMON STOCK ("COMMON STOCK") AND WILL HOLD THE
PREFERRED STOCK AS A "CAPITAL ASSET" WITHIN THE MEANING OF SECTION 1221 OF THE
CODE. IN ADDITION, THE TAX CONSEQUENCES TO A PARTICULAR TYPE OF HOLDER
(INCLUDING LIFE INSURANCE COMPANIES, TAX-EXEMPT ORGANIZATIONS, BANKS, DEALERS IN
SECURITIES, AND FOREIGN PERSONS) MAY BE AFFECTED BY MATTERS NOT DISCUSSED
HEREIN. ACCORDINGLY, SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS
REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE RECEIPT,
OWNERSHIP AND DISPOSITION OF THE PREFERRED STOCK.
------------------------
RECEIPT OF FULL SHARES OF SERIES E CUMULATIVE PREFERRED STOCK
In accordance with the letter ruling received from the IRS, Teledyne will
report as taxable the Preferred Stock received as a component of the March 8,
1996 distribution.
For those holders of Common Stock receiving full shares of the Preferred
Stock, the taxable amount of the full shares of Preferred Stock should be equal
to the fair market value of the Preferred Stock on the distribution date. This
amount should be treated as ordinary dividend income to the extent of current or
accumulated earnings and profits of the Company determined as of the end of
1996. Under Code Section 243, dividends received by a corporation may be
eligible for the 70% dividends received deduction, to the extent they are made
out of current or accumulated earnings and profits, subject to certain
exceptions and limitations respecting holding period, debt financing,
"extraordinary dividends" and the corporate alternative minimum tax.
A holder of Common Stock receiving a taxable distribution of Preferred Stock
will take a basis in such Preferred Stock equal to the fair market value of such
Preferred Stock on the distribution date. The holding period for such holders of
the Preferred Stock will begin on the day following the distribution date.
Upon the sale or exchange of such Preferred Stock, the holder will recognize
gain or loss equal to the difference between the amount realized and the
holder's adjusted tax basis in such Preferred Stock. The resulting gain or loss
will be a capital gain or loss and will be a long-term capital gain or loss if
the Preferred Stock was held for more than one year.
CASH RECEIVED IN LIEU OF FRACTIONAL SHARES
Cash received in lieu of fractional shares of Preferred Stock should
constitute a dividend to the recipients, to the extent of current and
accumulated earnings and profits of the Company, determined as of the end of
1996, allocable to such distributions.
RECEIPT OF CASH DIVIDENDS ON PREFERRED STOCK
Cash dividend distributions paid on the Preferred Stock will be taxable as
ordinary dividend income to a holder to the extent of the Company's current or
accumulated earnings and profits determined as of the end of the Company's
respective taxable year.
