<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
/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.
/X/ $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:
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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:
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/ / Fee paid previously with preliminary materials.
/X/ 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:
$500
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2) Form, Schedule or Registration Statement No.:
Soliciting Material Pursuant to Rule 14a-11(c)
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3) Filing Party:
Teledyne, Inc.
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4) Date Filed:
March 1, 1996
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<PAGE>
[LOGO]
2049 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067-3101
(800) 835-3346 FAX (310) 551-4267
April 4, 1996
Dear Fellow Shareholder:
Over the past year, your Board of Directors has focused on finding strategic
alternatives to achieve our single overriding goal: maximizing value for
Teledyne shareholders. On Monday, April 1, 1996, your Board approved a
definitive merger agreement with Allegheny Ludlum Corporation that we believe
maximizes value today and creates a stronger platform for increased value in the
future.
Allegheny Ludlum is a leading producer of specialty metals, with production
facilities and products that complement Teledyne's specialty metals segment. By
combining, we will create a new entity to be called Allegheny Teledyne
Incorporated. The combined company, with $4 billion in annual sales, will be a
world class producer in specialty metals, and will maintain strong market
positions in the aerospace and electronics, industrial, and consumer products
businesses.
The transaction is designed to provide shareholders an immediate increase in
value, while preserving attractive longer-term growth opportunities.
Specifically, the terms of the agreement provide for you to receive 1.925 shares
of common stock in Allegheny Teledyne for each share of Teledyne common stock
you own. Allegheny Ludlum shareholders will receive one share of Allegheny
Teledyne for each share of Allegheny Ludlum common stock. The transaction
represents a 27% premium for Teledyne shareholders based on the close-of-market
stock prices for Allegheny Ludlum and Teledyne on March 29, 1996. The
transaction is expected to be tax-free to shareholders and accounted for as a
pooling of interests.
The combination of Allegheny Ludlum and Teledyne establishes for Allegheny
Teledyne a basis for earnings and cash flow growth beyond that which Teledyne
alone could generate. Teledyne's strong earnings growth, Allegheny Ludlum's long
history of consistent operating profitability, and the significant business and
financial synergies created by the merger are expected to increase the earnings
and cash flow of both companies in the first full year of operations. It is
expected that the cash flow of this new combination will comfortably allow
Allegheny Teledyne to pay an annual cash dividend of $.64 per share.
With Allegheny Teledyne, you will gain increased opportunities in the
attractive specialty metals segment, retain a continued stake in the operating
improvements and earnings momentum being generated by Teledyne's business plans,
and benefit from the business, financial and cost synergies created by the
combination. We expect the combination to enable savings of at least $85 million
per year in pretax earnings and $50 million of after-tax cash flow. These
amounts include the savings generated by applying Teledyne's surplus pension
assets to Allegheny Ludlum's unfunded pension and retiree medical obligations.
These amounts do not include the incremental operating profits we expect to
produce through cross-marketing opportunities in specialty metals, and other
potential gains resulting from the complementary nature of the businesses.
For 1995, Allegheny Ludlum and Teledyne had combined revenues of $4.05
billion, net income of $274 million, and a combined net debt-to-capital ratio of
33% at year-end. Based on close-of-market prices of the two companies' stocks on
March 29, 1996, Allegheny Teledyne would have a market capitalization of
approximately $3.2 billion.
OUR ANNUAL SHAREHOLDERS MEETING SCHEDULED FOR APRIL 24, 1996, HAS BEEN
POSTPONED, IN ORDER TO ENABLE YOU TO CONSIDER THIS TRANSACTION FULLY. To achieve
the benefits of this combination, the transaction will require your approval.
Therefore, you will be receiving in due course a proxy statement from Teledyne,
which will also constitute a prospectus for the shares of Allegheny Teledyne.
The offer of those shares will be made only under that prospectus once it has
been declared effective by the Securities and Exchange Commission.
<PAGE>
Along with the new proxy statement/prospectus, we will be sending you a new
proxy card enabling you to cast your vote. NEITHER THE GREEN PROXY CARD
PREVIOUSLY SENT TO YOU BY TELEDYNE, NOR THE WHITE PROXY CARD SENT TO YOU BY WHX,
WILL BE USED FOR THIS VOTE.
For those shareholders who also hold shares of our Series E Preferred Stock,
we take this opportunity to advise you that those shares are not affected by
this transaction and, upon the merger, will continue to be outstanding capital
stock of Teledyne.
We are enclosing for your reference a copy of the press release announcing
this transaction. We thank you for your continued support.
<TABLE>
<S> <C>
[SIG] [SIG]
Chairman and President and
Chief Executive Officer Chief Operating Officer
</TABLE>
<PAGE>
CONTACT: Bert Delano
Allegheny Ludlum Corporation
412/394-2813
Rosanne O'Brien
Teledyne, Inc.
310/551-4265
Fred Spar/Adam Weiner
Kekst and Company
212/593-2655
FOR IMMEDIATE RELEASE
ALLEGHENY LUDLUM AND TELEDYNE AGREE TO
STRATEGIC COMBINATION VALUED AT $3.2 BILLION
COMBINATION TO BE ACCRETIVE TO BOTH COMPANIES'
EARNINGS AND CASH FLOW
BUSINESS, FINANCIAL SYNERGIES TOTAL
MORE THAN $85 MILLION ANNUALLY
PITTSBURGH, PA. and LOS ANGELES, CALIF., April 1, 1996 -- Allegheny Ludlum
Corporation (NYSE:ALS) and Teledyne, Inc. (NYSE:TDY) today announced a strategic
merger to maximize shareholder value. The new company will be called Allegheny
Teledyne Incorporated. The combined company, with $4 billion in annual sales,
will be a world-class producer in specialty metals and will maintain strong
market positions in aviation and electronics, industrial, and consumer products
businesses.
Under the terms of the definitive agreement approved today by the Boards of
Directors of both companies, Allegheny Ludlum shareholders will receive one
share of Allegheny Teledyne common stock for each share of Allegheny Ludlum
common stock they own, and Teledyne shareholders will receive 1.925 shares of
common stock in the new entity for each of their Teledyne shares. The terms of
the transaction provide Teledyne shareholders with a 27% premium based on the
close-of-market stock prices for both companies on March 29, 1996. The
transaction is expected to be tax-free to shareholders and accounted for as a
pooling of interests.
Teledyne's strong earnings growth, together with Allegheny Ludlum's long
history of consistent profitability, is expected to result in accretive earnings
and cash flow to Allegheny Ludlum shareholders as soon as the combination
occurs. When the significant business and financial synergies resulting from the
merger are considered, the transaction is expected to be accretive to the
earnings and cash flow of both companies in the first full year of combined
operations. It is anticipated that the cash flow of this new combination will
comfortably allow Allegheny Teledyne to pay an annual cash dividend of $.64 per
share, a 23% increase for Allegheny Ludlum shareholders.
Richard P. Simmons, Chairman of Allegheny Ludlum, stated, "The combination
of Allegheny Ludlum with Teledyne is an excellent strategic fit both
operationally and financially. Our Board strongly believes that this transaction
enhances Allegheny Ludlum's long-term competitiveness in a manner that serves
the best interests of Allegheny Ludlum shareholders."
Arthur H. Aronson, Allegheny Ludlum's President and Chief Executive Officer,
added, "In specialty metals Teledyne's high-quality products, production
capabilities and strong distribution system provide immediate cross-marketing
opportunities worldwide, while its engineering and technological expertise
presents exciting possibilities for new product development. Teledyne's strong
aviation and electronics, industrial, and consumer products businesses provide
Allegheny Ludlum opportunities in attractive markets we do not currently serve,
while balancing the cyclicality of the metals business.
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"We expect the combination to produce synergies of at least $85 million per
year in pretax earnings and $50 million of after-tax cash flow. These amounts
include the utilization of Teledyne's pension surplus to fund Allegheny Ludlum's
pension and retiree medical expenses."
William P. Rutledge, Teledyne's Chairman and Chief Executive Officer,
stated, "We are extremely pleased to join forces with Allegheny Ludlum. Our
Board's efforts over the past year have focused on finding a strategic option
which would provide our shareholders an immediate increase in value while
preserving longer-term growth opportunities. This combination does exactly that.
Not only does it provide Teledyne shareholders with an immediate premium to the
market value of Teledyne shares, but through business and financial synergies it
establishes an even stronger basis for earnings and cash flow accretion over the
long term.
"In addition, this transaction utilizes Teledyne's surplus pension assets
efficiently and ratifies the progress of our business plans. It strengthens the
prospects for long-term ProfitableGrowth for our shareholders."
Donald B. Rice, President and Chief Operating Officer of Teledyne, stated,
"With Allegheny Teledyne, Teledyne shareholders will gain increased
opportunities in specialty metals and will participate in a new entity featuring
strong earnings, cash flow and capital structure. Shareholders will have a
continued stake in the operating improvements and earnings momentum being
generated by our business plans, and will receive even greater benefit from new
opportunities to share interrelated technologies and skills across Allegheny
Teledyne's businesses."
Following is a table showing combined 1995 revenues by continuing business
segments:
<TABLE>
<CAPTION>
AMOUNT PERCENTAGE
(MILLIONS)
---------- ----------
<S> <C> <C>
Specialty Metals........................ $2,362 58.3
Aviation & Electronics.................. 1,015 25.0
Industrial.............................. 347 8.6
Consumer................................ 327 8.1
---------- -----
$4,051 100.0
</TABLE>
The combined 1995 net income of the two companies was $274 million, and the
combined net debt-to-market capitalization ratio was approximately 14% at
year-end. Based on 1995 sales, the defense industry component of the combined
company was approximately 15%. Based on close-of-market prices on March 29,
1996, Allegheny Teledyne would have a combined market capitalization of
approximately $3.2 billion.
Allegheny Teledyne will be a holding company headquartered in Pittsburgh,
Pa. Its specialty metals operations will be headquartered in Pittsburgh, Pa.,
and its diversified technology operations will be headquartered in Los Angeles,
Calif.
Under the definitive agreement, the Board of Directors of Allegheny Teledyne
will consist of Richard P. Simmons as Chairman of the Board and Chairman of the
Executive Committee and 14 additional members, half of whom will be named by
Allegheny Ludlum and half by Teledyne. William P. Rutledge will be Allegheny
Teledyne's President and Chief Executive Officer. Arthur H. Aronson, Allegheny
Ludlum's President and Chief Executive Officer, and Donald B. Rice, Teledyne's
President and Chief Operating Officer, will become Executive Vice Presidents of
Allegheny Teledyne. In addition, Mr. Aronson will remain President and Chief
Executive Officer of Allegheny Teledyne's Allegheny Ludlum subsidiary, while Dr.
Rice will remain President and will become Chief Executive Officer of the
Teledyne subsidiary.
In connection with the respective approvals of the definitive combination
agreement, the Board of Directors of Allegheny Ludlum received advice from
Salomon Brothers, and the Board of Directors of Teledyne was advised by Goldman,
Sachs & Co.
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The transaction is conditioned on approval by the respective companies'
shareholders, as well as customary regulatory and closing conditions. Allegheny
Ludlum will schedule and hold a special shareholders' meeting to consider the
combination. Teledyne's annual shareholders' meeting, scheduled for April 24,
1996, has been postponed.
Teledyne, Inc. is a federation of technology-based businesses serving
worldwide customers with commercial and government-related aviation and
electronics products; high-value specialty metals for consumer, industrial and
aviation applications; and industrial and consumer products.
Allegheny Ludlum Corporation is a leading producer of a wide range of
specialty materials including stainless steels, tool steels, high technology
alloys and grain-oriented silicon steel.
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