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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) July 16, 1996
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TELEDYNE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-5212 95-2282626
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(State or other jurisdiction (Commission File No.) (I.R.S.Employer
of incorporation) Identification No.)
2049 Century Park East
Los Angeles, California 90067-6046
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (310) 277-3311
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Item 5. Other Events.
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As contemplated by the Agreement and Plan of Merger and Combination dated as
of April 1, 1996, as amended and restated (the "Combination Agreement"), among
Allegheny Teledyne Incorporated, a newly formed Delaware corporation ("ATI"),
Allegheny Ludlum Corporation, a Pennsylvania corporation, ALS Merger
Corporation, a newly formed Pennsylvania corporation and wholly owned subsidiary
of ATI, Teledyne, Inc., a Delaware corporation (the "Company"), and TDY Merger,
Inc., a Delaware corporation and wholly owned subsidiary of the Company, the
Company has adopted an amendment (the "Amendment") to the Rights Agreement,
dated as of January 4, 1995 (the "Rights Agreement") between the Company and
Chemical Trust Company of California, as Rights Agent, to provide that the
rights issued pursuant to the Rights Agreement will expire at the effective time
of the combination contemplated by the Combination Agreement. The foregoing
description of the Amendment is qualified by reference to the Amendment, a copy
of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.
On July 17, 1996, the Company issued a press release announcing that Dr.
Donald B. Rice, a director, the President and Chief Operating Officer of the
Company, would resign as a director and officer of the Company effective upon
the closing of the strategic combination of the Company and Allegheny Ludlum
Corporation contemplated by the Combination Agreement. A copy of this press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
On July 24, 1996, the Company issued a press release announcing that the
Company's Board of Directors had declared a quarterly dividend on the Company's
common stock, a copy of which is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibits are filed as part of this Current
Report on Form 8-K:
4.1 Amendment to Rights Agreement, dated July 16, 1996, by and between
Teledyne, Inc., a Delaware corporation, and Chemical Bank, a New York
banking corporation, as successor rights agent to Chemical Trust
Company of California
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99.1 Press Release dated July 17, 1996 regarding the resignation of Dr.
Donald B. Rice
99.2 Press Release dated July 24, 1996 regarding the announcement of the
declaration of a quarterly dividend on the Company's common stock
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TELEDYNE, INC.
By: /s/ Douglas J. Grant
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Douglas J. Grant
Treasurer
Date: July 24, 1996
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EXHIBIT INDEX
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<CAPTION>
Exhibit Description Page
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<S> <C> <C>
4.1 Amendment to Rights Agreement, dated
July 16, 1996, by and between
Teledyne, Inc., a Delaware
corporation, and Chemical Bank, a
New York banking corporation, as
successor rights agent to Chemical
Trust Company of California
99.1 Press Release dated July 17, 1996
regarding the resignation of Dr.
Donald B. Rice
99.2 Press Release dated July 24, 1996
regarding the announcement of the
declaration of a quarterly dividend
on the Company's common stock
</TABLE>
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EXHIBIT 4.1
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_____________________________________
TELEDYNE, INC.
AND
CHEMICAL BANK
AMENDMENT TO RIGHTS AGREEMENT
DATED AS OF JULY 16, 1996
_______________________________________
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AMENDMENT TO RIGHTS AGREEMENT
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THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made as of this
16th day of July, 1996 by and between Teledyne, Inc., a Delaware corporation
(the "Corporation"), and Chemical Bank, a New York banking corporation, as
successor rights agent to Chemical Trust Company of California (the "Rights
Agent") with reference to the following facts and circumstances:
A. The Corporation has entered into an Agreement and Plan of Merger and
Combination (as the same may be amended from time to time, the "Combination
Agreement") with Allegheny Teledyne Incorporated, a Delaware corporation
("ATI"), and Allegheny Ludlum Corporation, a Pennsylvania corporation ("ALC"),
providing for transactions (collectively, the "Combination") pursuant to which,
among other things, ALC and the Corporation will become wholly-owned
subsidiaries of ATI and the former stockholders of ALC and the Corporation will
become stockholders of ATI.
B. The Corporation and the Rights Agent are parties to a Rights
Agreement dated as of January 4, 1995 (the "Rights Agreement").
C. Pursuant to the definition of "Acquiring Person" contained in
Section 1.1 of the Rights Agreement and used herein with the same meaning, the
Board of Directors of the Corporation has approved, for purposes of the Rights
Agreement, the execution and delivery of the Combination Agreement and the
consummation of the transactions contemplated thereby (such execution, delivery
and consummation being collectively, the "Combination Transactions"), with the
intent and effect that none of the Combination Transactions shall result in (i)
any person becoming an Acquiring Person, (ii) a Distribution Date (as defined in
the Rights Agreement) occurring, (iii) the Rights (as defined in the Rights
Agreement) becoming exercisable, or (iv) a Shares Acquisition Date (as defined
in the Rights Agreement) occurring.
D. The parties desire to amend the Rights Agreement in the respects
hereafter set forth as a result of the execution and delivery of the Combination
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Section 1.17 of the Rights Agreement is hereby amended to read in
its entirety as follows: "'Final Expiration Date' means the earlier of (i) the
'Effective Time,' as defined in the Combination Agreement among Allegheny
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Teledyne Incorporated, a Delaware corporation, Allegheny Ludlum Corporation, a
Pennsylvania corporation, and the Corporation dated as of April 1, 1996, as the
same may be amended from time to time, or (ii) the Close of Business on January
4, 2005."
2. Clause (i) of Section 7.1 of the Rights Agreement is hereby amended
to read in its entirety as follows: "(i) the Final Expiration Date,".
3. All references in the Rights Agreement to Chemical Trust Company of
California as the Rights Agent shall be replaced by references to Chemical Bank
as successor Rights Agent.
4. The Rights Agreement, as amended by this Amendment, shall remain in
full force and effect in accordance with its terms.
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IN WITNESS WHEREOF, the parties herein have caused this Agreement to be
duly executed and attested, all as of the date and year first above written.
TELEDYNE, INC.
Attest:
By: /s/ Donald B. Rice By: /s/ William P. Rutledge
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Donald B. Rice William P. Rutledge
President and Chairman of the Board
Chief Operating Officer and Chief Executive
Officer
CHEMICAL BANK
Attest:
By: /s/Florence Curley By: /s/Eric Leason
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Florence Curley Eric Leason
Assistant Vice President Vice President
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EXHIBIT 99.1
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[LOGO OF TELEDYNE]
NEWS RELEASE
FOR IMMEDIATE RELEASE Contact: Rosanne O'Brien
Teledyne, Inc.
310/551-4265
DR. DONALD B. RICE TO RESIGN AS TELEDYNE
OFFICER AND DIRECTOR FOLLOWING COMBINATION
WITH ALLEGHENY LUDLUM; WILL PURSUE OTHER
OPPORTUNITIES AND SERVE AS CONSULTANT
LOS ANGELES, California, July 17, 1996. Teledyne, Inc. (NYSE:TDY) announced
today that its President and Chief Operating Officer, Dr. Donald B. Rice, has
announced his resignation as a director and officer effective with the closing
of the pending strategic combination with Allegheny Ludlum Corporation. Dr. Rice
has also resigned his positions as a director and officer of Allegheny Teledyne
Incorporated, the new company that will become the parent of Teledyne and
Allegheny Ludlum in the combination.
Dr. Rice has decided to pursue other opportunities after the combination is
consummated. However, he will provide consulting services to Allegheny Teledyne,
and serve as a non-managerial director of the subsidiary through which Teledyne
conducts European operations.
Dr. Rice stated, "It has been extremely satisfying to have teamed with Bill
Rutledge in leading the restructuring and delayering of Teledyne, the
re-engineering and focusing of its businesses, and the resolution of several
major legal matters. The result is a profitably growing company of which
Teledyne shareholders and employees can be justly proud."
He added, "I fully support the strategic combination with Allegheny Ludlum
and expect to remain a substantial shareholder in Allegheny Teledyne. While I
will continue to assist the Company as a consultant, it is time for me to move
on to other opportunities that provide a role in the strategic direction or
repositioning of the enterprise."
Mr. William P. Rutledge, Chairman of Teledyne, and Chief Executive Officer
of Teledyne and Allegheny Teledyne, stated, "For the past three-and-one-half
years, Don Rice and I have worked as a team leading the creation and
implementation of Teledyne's business plans for ProfitableGrowth. On behalf of
the board and our
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shareholders, I thank him for his unique contributions. I am confident he will
be equally successful in his future undertakings. Meanwhile, we are fortunate to
have the benefit of his services in a consultant role as we transition into our
new company, Allegheny Teledyne."
Teledyne, Inc. is a technology-based manufacturing corporation serving
worldwide customers with commercial and government-related aviation and
electronics products; specialty metals for consumer, industrial and aerospace
applications; and industrial and consumer products.
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Teledyne Corporate Relations Department 2049 Century Park East Los Angeles, CA
90067-3101 Telephone: 310-551-4268
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EXHIBIT 99.2
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[LOGO OF TELEDYNE, INC.]
NEWS RELEASE
FOR IMMEDIATE RELEASE CONTACT: Rosanne O'Brien
Teledyne, Inc.
310/551-4265
TELEDYNE DECLARES QUARTERLY CASH DIVIDEND
OF 31 CENTS PER SHARE
Los Angeles, Calif., July 24, 1996 - The Board of Directors of Teledyne,
Inc. today declared a regular quarterly cash dividend of $0.31 per share of
Common Stock. The dividend is payable August 23, 1996 to shareholders of record
at the close of business August 8, 1996.
The $0.31 amount reflects the proposed combination of Allegheny Ludlum and
Teledyne. As previously announced, Teledyne has scheduled a special meeting of
shareholders for August 15, 1996 to vote on the proposed combination. The record
date for determination of shareholders entitled to vote at the meeting is
July 8, 1996.
Teledyne's stock trades on the New York Stock Exchange (symbol: TDY). The
company had 56,061,932 shares of common stock outstanding on July 22, 1996.
Teledyne, Inc. is a technology-based manufacturing corporation serving
worldwide customers with commercial and government-related aviation and
electronics products; specialty metals for consumer, industrial and aerospace
applications; and industrial and consumer products.
# # #
Teledyne Corporate Relations Department 2049 Century Park East Los Angeles, CA
90067-3101 Telephone: 310-551-4268
