TELEDYNE INC
DEFA14A, 1996-05-02
AIRCRAFT ENGINES & ENGINE PARTS
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                            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.
/ /  $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:
        ------------------------------------------------------------------------
/X/  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] TELEDYNE, INC.


NEWS RELEASE


FOR IMMEDIATE RELEASE                             CONTACT:  Rosanne O'Brien
                                                            Teledyne, Inc.
                                                            310/551-4265

              TELEDYNE TO SCHEDULE SPECIAL SHAREHOLDERS MEETING TO
               VOTE ON STRATEGIC COMBINATION WITH ALLEGHENY LUDLUM

     LOS ANGELES, California., May 1, 1996 -- Teledyne, Inc. (NYSE:TDY)
announced today that it will schedule a special meeting of shareholders to
approve its strategic combination with Allegheny Ludlum Corporation to form
Allegheny Teledyne Incorporated.

     Under terms of the combination agreement, Teledyne shareholders will
receive 1.925 shares of common stock in Allegheny Teledyne for each share of
Teledyne common stock.  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.

     In announcing the combination agreement on April 1, 1996, Teledyne stated
that it had postponed its annual shareholders meeting scheduled for April 24.
Since that announcement, Allegheny Ludlum has announced that it has postponed
its annual meeting, which was scheduled for May 17, and will schedule a special
meeting to vote on the pending strategic combination.

     A joint proxy statement/prospectus describing the proposed transaction will
be furnished to shareholders of both companies in advance of these meetings.

     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


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