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Page 1 of 21 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TELEDYNE, INC.
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
879335 10 7
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(CUSIP Number)
Jon D. Walton, Esq., Vice President-General Counsel and
Secretary, Allegheny Ludlum Corporation
1000 Six PPG Place, Pittsburgh, PA 15222-5479 (412) 394-2836
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 1, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [X].
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act.
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Schedule 13D
CUSIP No. 879335 10 7 Page 2 of 21 pages
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1. NAME OF REPORTING PERSON ALLEGHENY LUDLUM CORPORATION
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 25-1364894
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS OO (see Item 3)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania
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NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 8,738,010
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 8,738,010
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,738,010
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.6
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14. TYPE OF REPORTING PERSON CO
--
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Schedule 13D
CUSIP No. 879335 10 7 Page 3 of 21 pages
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This Schedule 13D is being filed in connection with the Agreement
and Plan of Merger and Combination dated as of April 1, 1996 (the
"Combination Agreement"), among XYZ/Power, Inc., a Delaware
corporation subsequently renamed Allegheny Teledyne Incorporated
("ATI"), Allegheny Ludlum Corporation, a Pennsylvania corporation
("ALC"), and Teledyne, Inc., a Delaware corporation ("Teledyne"
or the "Company"), which provides, among other things, that upon
the terms and subject to the conditions thereof ALC and Teledyne
will each become a wholly-owned subsidiary of ATI (the
"Combination"). In connection with the execution of the
Combination Agreement, each of Donald B. Rice, George A. Roberts,
William P. Rutledge, Fayez Sarofim, and Henry E. Singleton (each
a "Stockholder"), executive officers and/or directors of Teledyne
who own in the aggregate 8,738,010 shares of Teledyne Common
Stock, has entered into a Stockholder Agreement dated as of April
1, 1996 with ALC (together, the "Stockholder Agreements"), in
which each has individually agreed to vote his shares of Teledyne
Common Stock in favor of the approval and adoption of the
Combination Agreement and the TI Merger (as defined in the
Combination Agreement) and otherwise in favor of the Combination
and to grant to ALC, upon ALC's request, his irrevocable proxy to
vote such shares.
COPIES OF THE COMBINATION AGREEMENT AND OF THE FORM OF
STOCKHOLDER AGREEMENT ARE FILED HEREWITH AS EXHIBITS 1 AND 2,
RESPECTIVELY AND ARE INCORPORATED HEREIN BY REFERENCE. THE
DESCRIPTIONS OF SUCH AGREEMENTS IN THIS SCHEDULE 13D ARE
QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE COMPLETE TEXT OF
SUCH EXHIBITS.
ITEM 1. SECURITY AND ISSUER
The title of the class of equity security to which this Schedule
13D relates is Common Stock, $1.00 par value ("Teledyne Common
Stock"), and the name of the issuer of such securities is
Teledyne, Inc. The principal executive offices of Teledyne are
located at 2049 Century Park East, Los Angeles, California 90067-
3101. As used herein, "Teledyne Common Stock" includes the
related Rights issued pursuant to the Stockholders Rights Plan
dated January 4, 1995 between Teledyne and Chemical Trust Company
of California, as Rights Agent.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by Allegheny Ludlum Corporation,
a Pennsylvania corporation. The principal executive offices of
ALC are located at 1000 Six PPG Place, Pittsburgh, Pennsylvania
15222-5479. ALC is a leading producer of a wide range of
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Schedule 13D
CUSIP No. 879335 10 7 Page 4 of 21 pages
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specialty materials including stainless steels, tool steels, high
technology alloys and grain-oriented silicon steel.
Annex I attached hereto and incorporated herein by reference sets
forth the following information with respect to each director and
executive officer of ALC: (a) name; (b) residence or business
address; and (c) present principal occupation or employment and
the name, principal business and address of any corporation or
other organization in which such employment is conducted.
All of the directors and executive officers of ALC are United
States citizens.
During the last five years, neither ALC nor, to the knowledge of
ALC, any of the persons named in Annex I has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the last five years, neither ALC nor, to the knowledge of
ALC, any of the persons named in Annex I has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to each Stockholder Agreement, the consideration given
by ALC in connection with the execution and performance thereof
was its agreement to enter into the Combination Agreement and to
incur the obligations set forth therein.
ITEM 4. PURPOSE OF TRANSACTION
Pursuant to the Combination Agreement, at the "Effective Time"
(as defined in the Combination Agreement) a wholly-owned
subsidiary of ATI will merge with and into ALC and ALC will
become a wholly owned subsidiary of ATI, and a separate wholly-
owned subsidiary of ATI will merge with and into Teledyne and
Teledyne will become a wholly owned subsidiary of ATI. At or
prior to the Effective Time, the Certificate of Incorporation and
Bylaws of ATI will be amended and restated in their entirety to
read as set forth in Annexes A and B to the Combination
Agreement, respectively. Reference is hereby made to the
complete text of the provisions of such proposed Certificate of
Incorporation and Bylaws as set forth in Annexes A and B,
respectively, to Exhibit 1 to this Schedule 13D.
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Schedule 13D
CUSIP No. 879335 10 7 Page 5 of 21 pages
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By virtue of the Combination, (i) each issued and outstanding
share of the Common Stock of ALC (other than shares issued and
held in the treasury of ALC or owned of record by Teledyne, the
merger subsidiary of Teledyne or any direct or indirect
subsidiary thereof) will be converted into and will become one
share of ATI Common Stock, par value $.10 per share ("ATI Common
Stock"), and (ii) each issued and outstanding share of Teledyne
Common Stock (other than shares issued and held in the treasury
of Teledyne or owned of record by ALC, the merger subsidiary of
ALC or any direct or indirect subsidiary thereof) will be
converted into and will become 1.925 shares of ATI Common Stock
(although cash will be paid in lieu of the issuance of fractional
shares). Upon consummation of the Combination, the Teledyne
Common Stock will be delisted from the New York Stock Exchange
and the Pacific Stock Exchange and withdrawn from registration
under the Securities Exchange Act of 1934. The Combination
Agreement does not provide for any change with respect to the
Series E Cumulative Preferred Stock, $1.00 par value, of
Teledyne. Among the conditions to the obligation of each party
to the Combination Agreement to effect the Combination is the
approval of the shares of ATI Common Stock to be issued in the
Combination for listing on the New York Stock Exchange upon
official notice of issuance. Consummation of the Combination is
conditioned upon approval by the stockholders of Teledyne, as
well as other conditions set forth in the Combination Agreement.
It is anticipated that, following the consummation of the
Combination, dividends on the ATI Common Stock will initially be
paid at the annual rate of $.64 per share.
Upon consummation of the Combination, it is expected that the
Board of Directors of ATI will consist of Richard P. Simmons as
Chairman of the Board and Chairman of the Executive Committee,
Arthur H. Aronson, Robert P. Bozzone, Paul S. Brentlinger,
Charles J. Queenan, Jr., Donald B. Rice, George A. Roberts,
William P. Rutledge, Henry E. Singleton, and six additional
directors, half of whom will be named by ALC and half by
Teledyne. Messrs. Simmons, Aronson, Bozzone, Brentlinger and
Queenan are currently members of the Board of Directors of ALC
and, if any of them is unable or unwilling to serve, ALC will
have the right to name a substitute. Drs. Rice, Roberts and
Singleton, and Mr. Rutledge, are currently members of the Board
of Directors of Teledyne and, if any of them is unable or
unwilling to serve, Teledyne will have the right to name a
substitute.
Upon consummation of the Combination, William P. Rutledge, who is
currently Chairman of the Board and Chief Executive Officer of
Teledyne, will be President and Chief Executive Officer of ATI.
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Schedule 13D
CUSIP No. 879335 10 7 Page 6 of 21 pages
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Arthur H. Aronson, ALC's President and Chief Executive Officer,
and Donald B. Rice, Teledyne's President and Chief Operating
Officer, will become Executive Vice Presidents of ATI. In
addition, Mr. Aronson will remain President and Chief Executive
Officer of ATI's ALC subsidiary, and Dr. Rice will remain
President and will become Chief Executive Officer of ATI's
Teledyne subsidiary. James L. Murdy, currently Senior Vice
President-Finance and Chief Financial Officer of ALC, and Jon D.
Walton, currently Vice President-General Counsel and Secretary of
ALC, will hold the same positions, respectively, with ATI.
In connection with the Combination, each of Donald B. Rice,
George A. Roberts, William P. Rutledge, Fayez Sarofim, and Henry
E. Singleton has entered into a Stockholder Agreement with ALC
pursuant to which such Stockholder has individually agreed that,
until the earlier of the Effective Time or the date on which the
Combination Agreement is terminated in accordance with its terms
(the ealier such date, the "Expiration Date"), he will vote, or
take action by written consent with respect to, all of his shares
of Teledyne Common Stock in favor of the adoption and approval of
the Combination Agreement and the approval of the TI Merger (as
defined in the Combination Agreement) and otherwise in favor of
the Combination and any other transaction contemplated by the
Combination Agreement as the Combination Agreement may be
modified or amended from time to time and against any action,
omission or agreement which would or could impede or interfere
with, or have the effect of discouraging, the Combination,
including, without limitation, any Acquisition Proposal (as
defined in the Combination Agreement) other than the Combination.
At the request of ALC, the Stockholder will promptly execute, in
accordance with the provisions of the Delaware General
Corporation Law, and deliver to ALC an irrevocable proxy and
irrevocably appoint ALC or its designees his attorney and proxy
to vote or give consent with respect to all of his shares of
Teledyne Common Stock for the purposes set forth above. Any such
proxy will terminate on the Expiration Date. Each Stockholder
has agreed, among other things, that he will not sell or
otherwise dispose of any of such shares until the Expiration
Date.
Except as set forth above or as provided in the Combination
Agreement or the Stockholder Agreements, neither ALC nor any of
the persons listed in Item 2 hereof has any plans or proposals
which relate to or would result in any of the matters described
in Paragraphs (a) through (j), inclusive, of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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Schedule 13D
CUSIP No. 879335 10 7 Page 7 of 21 pages
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By virtue of the Stockholder Agreements with the Stockholders
that such Stockholders will vote, or grant to ALC, at ALC's
request, a proxy with respect to, the 8,738,010 shares of
Teledyne Common Stock owned by them in the aggregate, ALC may be
deemed to have shared power to vote such shares. By virtue of
their agreements with ALC that they will not dispose of such
shares, ALC may be deemed to have shared power to dispose of such
shares. Such shares represent approximately 15.6% of the shares
of Teledyne Common Stock outstanding on February 28, 1996.
Neither ALC nor any of the persons listed in Item 2 hereof has
effected any transactions relating to the Teledyne Common Stock
within the past 60 days. Except as has been reported in filings
made by any of the Stockholders under Section 13(d) or 13(g) of
the Securities Exchange Act of 1934, no person other than the
Stockholders is known to have the right to receive or the power
to direct the dividends from, or the proceeds from the sale of,
the shares described in the preceding paragraph.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Other than as set forth in the Combination Agreement, the
Stockholder Agreements, and the Shareholder Agreements with
respect to the voting and disposition of shares of ALC Common
Stock as reported in ALC's Current Report on Form 8-K dated April
2, 1996, neither ALC nor any of the persons named in Item 2
hereof has any contracts, arrangements, understandings or
relationships (legal or otherwise) with respect to any securities
of the Company, including but not limited to transfer or voting
of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of
proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
1. Agreement and Plan of Merger and Combination dated as of
April 1, 1996, among XYZ/Power Inc., Allegheny Ludlum
Corporation and Teledyne, Inc.
2. Form of Stockholder Agreement, dated as of April 1, 1996, by
and between Allegheny Ludlum Corporation and the Stockholder
named therein
NOTE: In accordance with Rule 12b-31 under the Securities
Exchange Act of 1934, copies of Stockholder Agreements dated as
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Schedule 13D
CUSIP No. 879335 10 7 Page 8 of 21 pages
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of April 1, 1996 between Allegheny Ludlum Corporation and Donald
B. Rice, George A. Roberts, William P. Rutledge, Fayez Sarofim,
and Henry E. Singleton, respectively, are not filed herewith.
The following schedule sets forth the material details
(consisting only of the name of the Stockholder and the number of
shares of Teledyne Common Stock listed on the signature page
thereof) in which such documents differ from Exhibit 2 filed
herewith:
NUMBER OF SHARES OF
NAME OF STOCKHOLDER TELEDYNE COMMON STOCK
Donald B. Rice 101,000
George A. Roberts 428,415
William P. Rutledge 9,000
Fayez Sarofim 927,335
Henry E. Singleton 7,272,260
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Schedule 13D
CUSIP No. 879335 10 7 Page 9 of 21 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
ALLEGHENY LUDLUM CORPORATION
By: JON D. WALTON
--------------------------------
Jon D. Walton
Vice President-General Counsel
and Secretary
Date: April 10, 1996
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Schedule 13D
CUSIP No. 879335 10 7 Page 10 of 21 pages
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ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS OF ALLEGHENY LUDLUM CORPORATION
NAME; PRESENT PRINCIPAL ADDRESS AND PRINCIPAL BUSINESS OF
OCCUPATION ORGANIZATION IN WHICH EMPLOYED
Richard P. Simmons Allegheny Ludlum Corporation
Chairman of the Board 1000 Six PPG Place
Pittsburgh, PA 15222
Specialty Materials
Robert P. Bozzone Allegheny Ludlum Corporation
Vice Chairman of the Board 1000 Six PPG Place
Pittsburgh, PA 15222
Specialty Materials
Arthur H. Aronson Allegheny Ludlum Corporation
President and Chief 1000 Six PPG Place
Executive Officer Pittsburgh, PA 15222
Specialty Materials
James L. Murdy Allegheny Ludlum Corporation
Senior Vice President - 1000 Six PPG Place
Finance/Chief Financial Pittsburgh, PA 15222
Officer Specialty Materials
Robert W. Rutherford Allegheny Ludlum Corporation
Senior Vice President - 1000 Six PPG Place
Commercial Pittsburgh, PA 15222
Specialty Materials
Jack W. Shilling Allegheny Ludlum Corporation
Senior Vice President - 1000 Six PPG Place
Technical Pittsburgh, PA 15222
Specialty Materials
Harry R. Wagner Allegheny Ludlum Corporation
Senior Vice President - 1000 Six PPG Place
Operations Pittsburgh, PA 15222
Specialty Materials
Douglas A. Kittenbrink Allegheny Ludlum Corporation
Vice President - Engineering 1000 Six PPG Place
and Information Technology Pittsburgh, PA 15222
Specialty Materials
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Schedule 13D
CUSIP No. 879335 10 7 Page 11 of 21 pages
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Bruce A. McGillivray Allegheny Ludlum Corporation
Vice President - 1000 Six PPG Place
Human Resources Pittsburgh, PA 15222
Specialty Materials
Carl R. Moulton Allegheny Ludlum Corporation
Group Vice President 1000 Six PPG Place
Pittsburgh, PA 15222
Specialty Materials
Robert S. Park Allegheny Ludlum Corporation
Vice President - Treasurer 1000 Six PPG Place
Pittsburgh, PA 15222
Specialty Materials
Richard S. Roeser Allegheny Ludlum Corporation
Vice President - 1000 Six PPG Place
Controller Pittsburgh, PA 15222
Specialty Materials
David G. Vietmeier Allegheny Ludlum Corporation
Vice President - 1000 Six PPG Place
Purchasing Pittsburgh, PA 15222
Specialty Materials
Jon D. Walton Allegheny Ludlum Corporation
Vice President - 1000 Six PPG Place
General Counsel and Pittsburgh, PA 15222
Secretary Specialty Materials
Paul S. Brentlinger Morgenthaler Ventures
Partner 700 National City Bank Building
Cleveland, OH 44114
Venture Capital
C. Fred Fetterolf Q-Core Enterprise
Consultant 210 Overlook Drive
79 North Industrial Park
Sewickley, PA 15143
Consulting services
Thomas Marshall Dynamet, Inc.
Vice Chairman 195 Museum Road
Washington, PA 15301
Titanium, superalloy products,
machine components and die forgings
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Schedule 13D
CUSIP No. 879335 10 7 Page 12 of 21 pages
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W. Craig McClelland Union Camp Corporation
President and Chief 1600 Valley Road
Executive Officer Wayne, NJ 07470
Paper products
Richard K. Pitler 2 Red Cedar Road
Retired Amelia Island, FL 32034
Anne Pol Thermo Electron Corporation
Vice President 81 Wyman Street
P.O. Box 9046
Waltham, MA 02254
Cogeneration, environmental,
biomedical, engineering and
metallurgical products, systems and
services
Charles J. Queenan, Jr. Kirkpatrick & Lockhart LLP
Senior Counsel 1500 Oliver Building
Pittsburgh, PA 15222
Attorneys
James E. Rohr PNC Bank Corp.
President One PNC Plaza
30th Floor
Fifth Avenue & Wood Street
Pittsburgh, PA 15222
Banking services
George W. Tippins Tippins Incorporated
Chairman 435 Butler Street
P.O. Box 9547
Pittsburgh, PA 15223
Design, engineering and
construction of rolling mills for
the steel industry
Steven C. Wheelwright Harvard University
Professor of Business Graduate School of Business
Administration
One Soldiers Field Park
Boston, MA 02163
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Schedule 13D
CUSIP No. 879335 10 7 Page 13 of 21 pages
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EXHIBIT INDEX
Exhibit
No. Description Page
1. Agreement and Plan of Merger and Combination dated as of
April 1, 1996, among XYZ/Power Inc., Allegheny Ludlum
Corporation and Teledyne, Inc. *
2. Form of Stockholder Agreement, dated as of April 1, 1996,
by and between Allegheny Ludlum Corporation and the
Stockholder named therein 14
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* A copy of this document, filed as Exhibit 2.1 to the Current
Report on Form 8-K dated April 2, 1996 of Allegheny Ludlum
Corporation, is incorporated herein by reference.
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Schedule 13D
CUSIP No. 879335 10 7 Page 14 of 21 pages
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EXHIBIT NO. 2
STOCKHOLDER AGREEMENT
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THIS STOCKHOLDER AGREEMENT, dated as of April 1, 1996,
by and between Allegheny Ludlum Corporation, a Pennsylvania
corporation ("ALC"), and the stockholder listed on the signature
page hereof (such stockholder and (with respect to Shares owned
jointly with his or her spouse) together with his or her spouse,
being referred to herein as the "Stockholder");
WITNESSETH:
WHEREAS, the Stockholder, as of the date hereof, is the
owner of or has the sole right to vote the number of shares of
Common Stock, par value $1.00 per share (the "Common Stock"), of
Teledyne, Inc., a Delaware corporation (the "Company"), set forth
below the name of the Stockholder on the signature page hereof
(the "Shares"); and
WHEREAS, in reliance upon the execution and delivery of
this Agreement, ALC will enter into an Agreement and Plan of
Merger and Combination, dated as of the date hereof (the
"Combination Agreement"), with New Corporation and the Company
which provides, among other things, that upon the terms and
subject to the conditions thereof ALC and the Company will each
become a wholly owned subsidiary of New Corporation (the
"Combination"); and
WHEREAS, to induce ALC to enter into the Combination
Agreement and to incur the obligations set forth therein, the
Stockholder is entering into this Agreement pursuant to which the
Stockholder agrees to vote in favor of the Combination and
certain other matters as set forth herein, and to make certain
agreements with respect to the Shares upon the terms and
conditions set forth herein;
NOW THEREFORE, in consideration of the foregoing and of
the mutual covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the parties hereto agree as
follows:
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Schedule 13D
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Section 1. Voting of Shares; Proxy. (a) The
Stockholder agrees that until the earlier of (i) the Effective
Time (as defined in the Combination Agreement) or (ii) the date
on which the Combination Agreement is terminated (the earliest
thereof being hereinafter referred to as the "Expiration Date"),
the Stockholder shall vote all Shares owned by the Stockholder at
any meeting of the Company's stockholders (whether annual or
special and whether or not an adjourned meeting), or, if
applicable, take action by written consent (i) for adoption and
approval of the Combination Agreement and in favor of the TI
Merger (as defined in the Combination Agreement) and otherwise in
favor of the Combination and any other transaction contemplated
by the Combination Agreement as such Combination Agreement may be
modified or amended from time to time and (ii) against any
action, omission or agreement which would or could impede or
interfere with, or have the effect of discouraging, the
Combination, including, without limitation, any Acquisition
Proposal (as defined in the Combination Agreement) other than the
Combination. Any such vote shall be cast or consent shall be
given in accordance with such procedures relating thereto as
shall ensure that it is duly counted for purposes of determining
that a quorum is present and for purposes of recording the
results of such vote or consent.
(b) At the request of ALC, the Stockholder, in
furtherance of the transactions contemplated hereby and by the
Combination Agreement, and in order to secure the performance by
the Stockholder of his or her duties under this Agreement, shall
promptly execute, in accordance with the provisions of
Section 212(e) of the Delaware General Corporation Law, and
deliver to ALC, an irrevocable proxy, substantially in the form
of Annex A hereto, and irrevocably appoint ALC or its designees,
with full power of substitution, his or her attorney and proxy to
vote, or, if applicable, to give consent with respect to, all of
the Shares owned by the Stockholder in respect of any of the
matters set forth in, and in accordance with the provisions of,
clauses (i) and (ii) above of Section 1(a). The Stockholder
acknowledges that the proxy executed and delivered by him or her
shall be coupled with an interest, shall constitute, among other
things, an inducement for ALC to enter into the Combination
Agreement, shall be irrevocable and shall not be terminated by
operation of law upon the occurrence of any event, including,
without limitation, the death or incapacity of the Stockholder.
Notwithstanding any provision contained in such proxy, such proxy
shall terminate upon the Expiration Date.
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Schedule 13D
CUSIP No. 879335 10 7 Page 16 of 21 pages
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Section 2. Covenants of the Stockholder. The
Stockholder covenants and agrees for the benefit of ALC that,
until the Expiration Date, he will:
(a) not sell, transfer, pledge, hypothecate, encumber,
assign, tender or otherwise dispose of, or enter into any
contract, option or other arrangement or understanding with
respect to the sale, transfer, pledge, hypothecation,
encumbrance, assignment, tender or other disposition of, any
of the Shares owned by him or her or any interest therein
(provided, that the foregoing shall not prevent the
Stockholder from transferring the Shares to an entity for
estate planning purposes, provided that the Stockholder
retains sole voting rights over the Shares or the estate
planning entity executes a joinder agreeing to be bound by
the terms of this Agreement;
(b) other than as expressly contemplated by this
Agreement, not grant any powers of attorney or proxies or
consents in respect of any of the Shares owned by him or
her, deposit any of the Shares owned by him or her into a
voting trust, enter into a voting agreement with respect to
any of the Shares owned by him or her or otherwise restrict
the ability of the holder of any of the Shares owned by him
or her freely to exercise all voting rights with respect
thereto;
(c) not, in his or her capacity as a shareholder of
the Company (it being understood that nothing in this
Stockholder Agreement shall restrict or affect Stockholder
in any other capacity, including as a director or officer,
as applicable, of the Company) and he or she shall direct
and use his or her best efforts to cause his or her agents
and representatives not to, initiate, solicit or encourage,
directly or indirectly, any inquiries or the making or
implementation of any Acquisition Proposal or engage in any
negotiations concerning, or provide any confidential
information or data to, or have any discussions with, any
person relating to an Acquisition Proposal, or otherwise
facilitate any effort or attempt to make or implement an
Acquisition Proposal. The Stockholder shall immediately
cease and cause to be terminated any existing activities,
including discussions or negotiations with any parties,
conducted heretofore with respect to any of the foregoing
and will take the necessary steps to inform his or her
agents and representatives of the obligations undertaken in
this Section 2(c). The Stockholder shall notify ALC
immediately if any such inquiries or proposals are received
by, any such information is requested from, or any such
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Schedule 13D
CUSIP No. 879335 10 7 Page 17 of 21 pages
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negotiations or discussions are sought to be initiated or
continued with, him or her; and
(d) not take any action whatsoever that, based on
advice from ALC's or the Company's independent auditors
would or could prevent the Combination from qualifying for
"pooling of interests" accounting treatment.
Section 3. Covenants of ALC. ALC covenants and agrees
for the benefit of the Stockholder that (a) immediately upon
execution of this Agreement, ALC shall enter into the Combination
Agreement, and (b) until the Expiration Date, it shall use all
reasonable efforts to take, or cause to be taken, all action, and
do, or cause to be done, all things necessary or advisable in
order to consummate and make effective the transactions
contemplated by this Agreement and the Combination Agreement,
consistent with the terms and conditions of each such agreement;
provided, however, that nothing in this Section 3, Section 12 or
any other provision of this Agreement is intended, nor shall it
be construed, to limit or in any way restrict ALC's right or
ability to exercise any of its rights under the Combination
Agreement.
Section 4. Representations and Warranties of the
Stockholder. The Stockholder represents and warrants to ALC
that: (a) the execution, delivery and performance by the
Stockholder of this Agreement will not conflict with, require a
consent, waiver or approval under, or result in a breach of or
default under, any of the terms of any contract, commitment or
other obligation (written or oral) to which the Stockholder is
bound; (b) this Agreement has been duly executed and delivered by
the Stockholder and constitutes a legal, valid and binding
obligation of the Stockholder, enforceable against the
Stockholder in accordance with its terms; (c) the Stockholder is
the sole owner of or has the sole right to vote the Shares and
the Shares represent all shares of Common Stock which the
Stockholder is the sole owner of or has the sole right to vote at
the date hereof, and the Stockholder does not have any right to
acquire, nor is he the "beneficial owner" (as such term is
defined in Rule 13d-3 under the Securities Exchange Act of 1934,
as amended) of, any other shares of any class of capital stock of
the Company or any securities convertible into or exchangeable or
exercisable for any shares of any class of capital stock of the
Company (other than shares subject to options or other rights
granted by the Company); (d) the Stockholder has full right,
power and authority to execute and deliver this Agreement and to
perform his or her obligations hereunder; and (e) the Stockholder
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CUSIP No. 879335 10 7 Page 18 of 21 pages
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owns the Shares free and clear of all liens, claims, pledges,
charges, proxies, restrictions, encumbrances, proxies, voting
trusts and voting agreements of any nature whatsoever other than
as provided by this Agreement. The representations and
warranties contained herein shall be made as of the date hereof
and as of each day from the date hereof through and including the
Effective Time (as defined in the Combination Agreement).
Section 5. Adjustments; Additional Shares. In the
event (a) of any stock dividend, stock split, merger (other than
the Combination) recapitalization, reclassification, combination,
exchange of shares or the like of the capital stock of the
Company on, of or affecting the Shares or (b) that the
Stockholder shall become the beneficial owner of any additional
shares of Common Stock or other securities entitling the holder
thereof to vote or give consent with respect to the matters set
forth in Section 1, then the terms of this Agreement shall apply
to the shares of capital stock or other instruments or documents
held by the Stockholder immediately following the effectiveness
of the events described in clause (a) or the Stockholder becoming
the beneficial owner thereof as described in clause (b), as
though, in either case, they were Shares hereunder.
Section 6. Specific Performance. The Stockholder
acknowledges that the agreements contained in this Agreement are
an integral part of the transactions contemplated by the
Combination Agreement, and that, without these agreements, ALC
would not enter into the Combination Agreement, and acknowledges
that damages would be an inadequate remedy for any breach by him
or her of the provisions of this Agreement. Accordingly, the
Stockholder and ALC each agree that the obligations of the
parties hereunder shall be specifically enforceable and neither
party shall take any action to impede the other from seeking to
enforce such right of specific performance.
Section 7. Notices. All notices, requests, claims,
demands and other communications hereunder shall be effective
upon receipt (or refusal of receipt), shall be in writing and
shall be delivered in person, by telecopy or telefacsimile, by
telegram, by next-day courier service, or by mail (registered or
certified mail, postage prepaid, return receipt requested) to the
Stockholder at the address listed on the signature page hereof,
and to ALC at 1000 Six PPG Place, Pittsburgh, Pennsylvania 15222,
Attention: Secretary, telecopy number 412-394-3010, or to such
other address or telecopy number as any party may have furnished
to the other in writing in accordance herewith.
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Section 8. Binding Effect; Survival. Upon execution
and delivery of this Agreement by ALC, this Agreement shall
become effective as to the Stockholder at the time the
Stockholder executes and delivers this Agreement. This Agreement
shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, personal representatives,
successors and assigns.
Section 9. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the
State of Delaware applicable to agreements made and to be
performed entirely within such State.
Section 10. Counterparts. This Agreement may be
executed in two counterparts, both of which shall be an original
and both of which together shall constitute one and the same
agreement.
Section 11. Effect of Headings. The Section headings
herein are for convenience of reference only and shall not affect
the construction hereof.
Section 12. Additional Agreements; Further Assurance.
Subject to the terms and conditions herein provided, each of the
parties hereto agrees to use all reasonable efforts to take, or
cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable to consummate and make
effective the transactions contemplated by this Agreement. The
Stockholder will provide ALC with all documents which may
reasonably be requested by ALC and will take reasonable steps to
enable ALC to obtain all rights and benefits provided it
hereunder.
Section 13. Amendment; Waiver. No amendment or waiver
of any provision of this Agreement or consent to departure
therefrom shall be effective unless in writing and signed by ALC
and the Stockholder, in the case of an amendment, or by the party
which is the beneficiary of any such provision, in the case of a
waiver or a consent to depart therefrom.
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IN WITNESS WHEREOF, this Agreement has been duly
executed by the parties hereto all as of the day and year first
above written.
ALLEGHENY LUDLUM CORPORATION
By A. H. ARONSON
--------------------------
Name: Arthur H. Aronson
Title: President and Chief
Executive Officer
__________________________
Stockholder
__________________________
Spouse
Address:
Number of Shares:
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ANNEX A
[Form of Proxy]
IRREVOCABLE PROXY
In order to secure the performance of the duties of the
undersigned pursuant to the Stockholder Agreement, dated as of
April 1, 1996 (the "Stockholder Agreement"), between the
undersigned and Allegheny Ludlum Corporation., a Pennsylvania
corporation, a copy of such agreement being attached hereto and
incorporated by reference herein, the undersigned hereby
irrevocably appoints _________________ and ___________________,
and each of them, the attorneys, agents and proxies, with full
power of substitution in each of them, for the undersigned and in
the name, place and stead of the undersigned, in respect of any
of the matters set forth in clauses (i) and (ii) of Section 1 of
the Stockholder Agreement, to vote or, if applicable, to give
written consent, in accordance with the provisions of said
Section 1 and otherwise act (consistent with the terms of the
Stockholder Agreement) with respect to all shares of Common
Stock, par value $1.00 per share (the "Shares"), of Teledyne,
Inc., a Delaware corporation (the "Company"), whether now owned
or hereafter acquired, which the undersigned is or may be
entitled to vote at any meeting of the Company held after the
date hereof, whether annual or special and whether or not an
adjourned meeting, or, if applicable, to give written consent
with respect thereto. This Proxy is coupled with an interest,
shall be irrevocable and binding on any successor in interest of
the undersigned and shall not be terminated by operation of law
upon the occurrence of any event, including, without limitation,
the death or incapacity of the undersigned. This Proxy shall
operate to revoke any prior proxy as to the Shares heretofore
granted by the undersigned. This Proxy shall terminate on
September 30, 1996. This Proxy has been executed in accordance
with Section 212(e) of the Delaware General Corporation Law.
Dated:____________________ _______________________
Dated:____________________ _______________________
