<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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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)
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/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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<PAGE>
NEWS Release
FOR IMMEDIATE RELEASE Contact: Rosanne O'Brien
Teledyne, Inc.
310/551-4265
Fred Spar/Adam Weiner
Kekst and Company
212/593-2655
TELEDYNE REPORTS HIGHER FIRST QUARTER RESULTS,
SIXTH CONSECUTIVE QUARTER OF SALES, EARNINGS GROWTH
LOS ANGELES, April 17 /PRNewswire/ -- Teledyne, Inc. (NYSE: TDY) announced
today that income for the first quarter ended March 31, 1996, increased 11
percent to $37.7 million, or $0.67 per common share, from $34.0 million, or
$0.61 per common share, excluding gains on sales of businesses. Including gains,
net income for the first quarter of 1996 was $62.5 million, or $1.11 per common
share, compared to $64.3 million, or $1.16 per common share, for the 1995
quarter. Net income includes after-tax gains of $24.8 million in 1996 for the
sale of the Company's defense vehicle business and $30.3 million in 1995 for the
sale of its defense electronics business. Sales from continuing operations
increased 10 percent to $640.3 million for the first quarter of 1996 from $580.5
million for the same period of 1995.
Teledyne Chairman and Chief Executive Officer, William P. Rutledge, and
President and Chief Operating Officer, Donald B. Rice, said, "Sales were up
across the board during our first quarter, reflecting strong demand in a number
of our businesses as well as the benefits of recent acquisitions. The increase
in operating profits reflects improved sales and margins in the specialty metals
and consumer segments.
"These strong results again confirm the success of our business plans. We
have now recorded six consecutive quarters of sales and earnings growth, and our
outlook remains positive. These results underscore our confidence that the
combination of Allegheny Ludlum and Teledyne will be accretive to the
shareholders of both companies."
On April 1, 1996, Teledyne and Allegheny Ludlum Corporation announced a
strategic merger to create a new company, Allegheny Teledyne, that will have
about $4 billion in annual sales. Allegheny Teledyne will be a world class
producer of specialty metals, and will maintain strong market positions in
aviation and electronics, industrial and consumer products businesses. Under
terms of the definitive agreement, Teledyne shareholders will receive 1.925
shares of common stock in Allegheny Teledyne for each share of Teledyne common
stock they currently own. Allegheny Ludlum shareholders will receive one share
of Allegheny Teledyne for each share of Allegheny Ludlum common stock. The
transaction is subject to regulatory and shareholder approvals.
RESULTS OF OPERATIONS
AVIATION AND ELECTRONICS
Sales from continuing operations increased to $255.7 million for the first
quarter of 1996 from $235.1 million for the same period of 1995. Sales improved
principally due to increased development work on the United States' new High
Altitude Endurance Unmanned Aerial Surveillance/Reconnaissance Vehicle ("Global
Hawk"). Sales also improved in electronic devices and electromechanical relays
for commercial customers, engineering services related to environmental clean-up
of chemical munitions, and avionics for the commercial aviation market. The
sales increase was partially offset by lower shipments of fabricated products
for the U.S. armed forces, airframe structures for the U.S. government,
electronic countermeasure equipment for the international market, and engines
and spare parts for the general aviation market.
Operating profit from continuing operations decreased to $24.8 million for
the first quarter of 1996 from $27.7 million for the same period of 1995.
Operating profit declined year over year primarily due to 1995 non-recurring
income of $3.2 million from the reversal of estimated losses on fixed-price
development and initial production contracts. The strong performance in 1996 of
electronic devices and electromechanical relays was offset by reduced sales and
margins on engines and spare parts for the general aviation market.
<PAGE>
SPECIALTY METALS
Sales from continuing operations increased to $246.2 million for the first
quarter of 1996 from $224.0 million for the same period of 1995. The most
significant increase was for high precision milling, boring and drilling systems
sold by the European-based Stellram Group, acquired in December 1995. Sales also
increased for titanium-based alloys and specialty tool steels due to continued
improvement in worldwide commercial aerospace and other industrial markets, and
for carbide cutting tools and thin-rolled products due to new market
opportunities. Lower zirconium sales and decreased demand for forgings due to
softness in the truck market partially offset the sales increases.
Operating profit from continuing operations increased to $30.3 million for
the first quarter of 1996 from $24.8 million for the same period of 1995.
Operating profit for 1996 increased primarily due to higher sales and improved
margins. The improvement in operating profit was partially offset by lower
margins on thin-rolled products, lower productivity and increased energy costs
related to the severe winter weather.
CONSUMER
Sales from continuing operations increased to $82.3 million for the first
quarter of 1996 from $75.0 million for the same period of 1995. Sales increases
primarily occurred in oral health products, commercial and residential heating
systems, and in specialty packaging for pharmaceutical and food companies due to
sales by a Costa Rican manufacturer, Envases Comerciales, S.A., acquired in
December 1995. In addition, sales improved for Teledyne Water Pik products
introduced in 1995, the SenSonic Plaque Removal Instrument-TM- and the Pour-Thru
Water Filter device. The continuing sluggishness in spending on consumer
durables negatively effected sales of pool products and heating elements to
original equipment manufacturers.
Operating profit from continuing operations increased to $5.0 million the
first quarter of 1996 from $2.7 million for the same period of 1995. The
increase in operating profit was due primarily to higher sales and lower
start-up costs incurred on product introductions.
INDUSTRIAL
Sales from continuing operations increased to $56.1 million for the first
quarter of 1996 from $46.4 million for the same period of 1995 due to improved
sales of nitrogen cylinder systems and metal stamping dies and compression molds
for automotive and truck markets, partially offset by lower sales of vehicle
control valves to the trucking industry.
Operating profit from continuing operations was $5.1 million for the first
quarter of 1996 compared to $5.4 million for the same period of 1995. A decline
in margins of material handling equipment offset the increased profits related
to the sales increases discussed above.
In March 1996, the Company sold Teledyne Vehicle Systems, a defense supplier
of combat vehicles, mobility systems, tactical wheeled vehicles and vehicle
modernization, to General Dynamics Land Systems. The transaction resulted in a
pretax gain of $41.0 million, included in other income. Sales and operating
profit for Teledyne Vehicle Systems have been reclassified and are presented in
discontinued operations.
CORPORATE EXPENSE
Corporate expense decreased to $18.1 million for the first quarter of 1996
from $22.5 million for the same period of 1995 primarily due to lower salaries
and benefits, and to decreased legal and advisory fees associated with
unsolicited merger proposals and ensuing proxy contests.
PENSION INCOME
Teledyne's pension income reflects the amount by which the amortization into
income of pension surplus and estimated return on plan assets exceeded the
current year's cost of providing benefits. Pension income before tax was $19.8
million in the first quarter of 1996 compared to $21.1 million for the same
period of 1995. The decrease in pension income was a result of reduced
amortization of actuarial pension gains and a decrease in the discount rate, to
7.5% from 8.5%, used to calculate the pension benefit obligation, partially
offset by a higher expected return on pension assets.
INCOME TAXES
The Company's lower effective tax rate for 1995 was the result of a $2.1
million reduction in 1995 of prior's years estimated tax liabilities not
repeated in 1996.
<PAGE>
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, INC. AND SUBSIDIARIES
(In millions)
<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31,
----------------------------
1996 1995
------------- -------------
<S> <C> <C>
Sales:
Aviation and electronics:
Continuing................................................ $ 255.7 $ 235.1
Discontinued.............................................. -- --
255.7 235.1
Specialty metals:
Continuing................................................ 246.2 224.0
Discontinued.............................................. -- --
246.2 224.0
Consumer:
Continuing................................................ 82.3 75.0
Discontinued.............................................. -- --
82.3 75.0
Industrial:
Continuing................................................ 56.1 46.4
Discontinued.............................................. 28.4 45.0
84.5 91.4
Total:
Continuing................................................ 640.3 580.5
Discontinued.............................................. 28.4 45.0
$ 668.7 $ 625.5
</TABLE>
<PAGE>
TELEDYNE, INC. AND SUBSIDIARIES
(In millions except share and per share amounts)
<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31,
----------------------------
1996 1995
------------- -------------
<S> <C> <C>
Operating Profit:
Aviation and electronics:
Continuing................................................ $ 24.8 $ 27.7
Discontinued.............................................. -- --
Pension income............................................ 4.4 4.5
29.2 32.2
Specialty metals:
Continuing................................................ 30.3 24.8
Discontinued.............................................. -- --
Pension income............................................ 2.0 2.6
32.3 27.4
Consumer:
Continuing................................................ 5.0 2.7
Discontinued.............................................. -- --
Pension income............................................ -- --
5.0 2.7
Industrial:
Continuing................................................ 5.1 5.4
Discontinued.............................................. 0.4 0.1
Pension income............................................ 6.3 6.0
11.8 11.5
Total Continuing............................................ 65.2 60.6
Discontinued.............................................. 0.4 0.1
65.6 60.7
Corporate expense:
Salaries and benefits..................................... (4.5) (5.8)
Closed businesses' expenses............................... (2.8) (1.1)
Other..................................................... (10.8) (15.6)
Interest expense............................................ (10.8) (10.6)
Pension income.............................................. 19.8 21.1
Other....................................................... 44.4 54.2
Income Before Taxes......................................... 100.9 102.9
Provision for Taxes......................................... 38.4 38.6
Net Income.................................................. 62.5 64.3
Preferred Stock Dividends................................... 0.7 --
Net Income Applicable to Common Shareholders................ $ 61.8 $ 64.3
Net Income Per Common Share................................. $ 1.11 $ 1.16
Average shares outstanding.................................. 55,859,589 55,500,626
</TABLE>
Note: In March 1996, the Company sold Teledyne Vehicle Systems at a pretax gain
of $41.0 million, included in other income. Sales and operating results for
Teledyne Vehicle Systems have been reclassified and presented in discontinued
results. In January 1995, the Company sold substantially all of its defense
electronic systems business and related assets at a pretax gain of $50.7
million, included in other income. Certain amounts for 1995 have been
reclassified to conform with the 1996 presentation.
April 17, 1996
