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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TELEDYNE, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-2760133
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
2049 Century Park East
Los Angeles, California 90067-6046
(Address of principal executive offices) (zip code)
If this Form relates to the registration of a If this Form relates to the
class of debt securities and is effective registration of a class of debt
upon filing pursuant to General securities and is to become
Instruction A(c)(1) please check the effective simultaneously with
following box. [_] the effectiveness of a
concurrent registration
statement under the Securities
Act of 1933 pursuant to
General Instruction A(c)(2)
please check the following
box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Preferred Share Purchase Rights New York Stock Exchange
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Pacific Stock Exchange
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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(TITLE OF CLASS)
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(TITLE OF CLASS)
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The Form 8-A registration statement dated January 5, 1995, as amended by the
amendment dated January 13, 1995, filed by Teledyne, Inc. (the "Company") is
hereby amended as follows.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Company has entered into an Agreement and Plan of Merger and
Combination dated as of April 1, 1996, as amended and restated (the "Combination
Agreement"), pursuant to which the Company will, if shareholder approval is
obtained and certain other conditions are satisfied, engage in a strategic
business combination (the "Combination") with Allegheny Ludlum Corporation
pursuant to which the Company will become a wholly-owned subsidiary of a newly-
formed holding company, Allegheny Teledyne Incorporated, a Delaware corporation
("ATI"), and shareholders of the Company will receive 1.925 shares of the common
stock of ATI in exchange for each of their shares in the Company.
In connection with the approval of the Combination, the Board of
Directors of the Company approved an amendment to the Rights Agreement dated as
of January 4, 1995, between the Company and Chemical Trust Company of
California, as Rights Agent (the "Amendment"). Among other things, the
Amendment amends and restates Section 1.17 to provide that the preferred share
purchase rights granted under the Rights Agreement will expire upon the earlier
to occur of (i) the 'Effective Time,' as defined in the Combination Agreement,
or (ii) the Close of Business (as defined in the Rights Agreement) on January 4,
2005. A copy of the Amendment is incorporated by reference and attached hereto
as Exhibit 4.1.
ITEM 2 EXHIBITS
Exhibit
Number Description
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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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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
TELEDYNE, INC.
(Registrant)
Date: July 24, 1996 By: /s/ Douglas J. Grant
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Douglas J. Grant
Treasurer
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EXHIBIT INDEX
The following exhibits are hereby filed as part of this Form 8-A/A:
Exhibit Page
Number Description Number
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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 (incorporated by reference to the
Company's Current Report on Form 8-K dated July 16, 1996)
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