-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TYCx3Iy28p9/cbuWblcPnFbv6yMww4MOsW7Od9/PAUGLLCJEKDbXeKgz2nEDksGa 0uy2NRTb9Laj8ACe9I/GjA== 0000898431-96-000033.txt : 19960411 0000898431-96-000033.hdr.sgml : 19960411 ACCESSION NUMBER: 0000898431-96-000033 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960410 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELEDYNE INC CENTRAL INDEX KEY: 0000096935 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 952282626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-08319 FILM NUMBER: 96545950 BUSINESS ADDRESS: STREET 1: 2049 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067-3101 BUSINESS PHONE: (310)277-3311 MAIL ADDRESS: STREET 1: 2049 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067-3101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALLEGHENY LUDLUM CORP ET AL CENTRAL INDEX KEY: 0000811929 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 251364894 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1000 SIX PPG PL CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4123942800 SC 13D 1 Page 1 of 21 pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TELEDYNE, INC. ----------------------------------------------------------------- (Name of Issuer) Common Stock, $1.00 par value ----------------------------------------------------------------- (Title of Class of Securities) 879335 10 7 -------------- (CUSIP Number) Jon D. Walton, Esq., Vice President-General Counsel and Secretary, Allegheny Ludlum Corporation 1000 Six PPG Place, Pittsburgh, PA 15222-5479 (412) 394-2836 ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 1, 1996 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [X]. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. Schedule 13D CUSIP No. 879335 10 7 Page 2 of 21 pages ---------------------------------------------------------------- 1. NAME OF REPORTING PERSON ALLEGHENY LUDLUM CORPORATION ---------------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 25-1364894 ---------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO (see Item 3) --------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania ------------- NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 8,738,010 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 8,738,010 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,738,010 --------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.6 ---- 14. TYPE OF REPORTING PERSON CO -- Schedule 13D CUSIP No. 879335 10 7 Page 3 of 21 pages ---------------------------------------------------------------- This Schedule 13D is being filed in connection with the Agreement and Plan of Merger and Combination dated as of April 1, 1996 (the "Combination Agreement"), among XYZ/Power, Inc., a Delaware corporation subsequently renamed Allegheny Teledyne Incorporated ("ATI"), Allegheny Ludlum Corporation, a Pennsylvania corporation ("ALC"), and Teledyne, Inc., a Delaware corporation ("Teledyne" or the "Company"), which provides, among other things, that upon the terms and subject to the conditions thereof ALC and Teledyne will each become a wholly-owned subsidiary of ATI (the "Combination"). In connection with the execution of the Combination Agreement, each of Donald B. Rice, George A. Roberts, William P. Rutledge, Fayez Sarofim, and Henry E. Singleton (each a "Stockholder"), executive officers and/or directors of Teledyne who own in the aggregate 8,738,010 shares of Teledyne Common Stock, has entered into a Stockholder Agreement dated as of April 1, 1996 with ALC (together, the "Stockholder Agreements"), in which each has individually agreed to vote his shares of Teledyne Common Stock in favor of the approval and adoption of the Combination Agreement and the TI Merger (as defined in the Combination Agreement) and otherwise in favor of the Combination and to grant to ALC, upon ALC's request, his irrevocable proxy to vote such shares. COPIES OF THE COMBINATION AGREEMENT AND OF THE FORM OF STOCKHOLDER AGREEMENT ARE FILED HEREWITH AS EXHIBITS 1 AND 2, RESPECTIVELY AND ARE INCORPORATED HEREIN BY REFERENCE. THE DESCRIPTIONS OF SUCH AGREEMENTS IN THIS SCHEDULE 13D ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE COMPLETE TEXT OF SUCH EXHIBITS. ITEM 1. SECURITY AND ISSUER The title of the class of equity security to which this Schedule 13D relates is Common Stock, $1.00 par value ("Teledyne Common Stock"), and the name of the issuer of such securities is Teledyne, Inc. The principal executive offices of Teledyne are located at 2049 Century Park East, Los Angeles, California 90067- 3101. As used herein, "Teledyne Common Stock" includes the related Rights issued pursuant to the Stockholders Rights Plan dated January 4, 1995 between Teledyne and Chemical Trust Company of California, as Rights Agent. ITEM 2. IDENTITY AND BACKGROUND This Schedule 13D is being filed by Allegheny Ludlum Corporation, a Pennsylvania corporation. The principal executive offices of ALC are located at 1000 Six PPG Place, Pittsburgh, Pennsylvania 15222-5479. ALC is a leading producer of a wide range of Schedule 13D CUSIP No. 879335 10 7 Page 4 of 21 pages ---------------------------------------------------------------- specialty materials including stainless steels, tool steels, high technology alloys and grain-oriented silicon steel. Annex I attached hereto and incorporated herein by reference sets forth the following information with respect to each director and executive officer of ALC: (a) name; (b) residence or business address; and (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. All of the directors and executive officers of ALC are United States citizens. During the last five years, neither ALC nor, to the knowledge of ALC, any of the persons named in Annex I has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither ALC nor, to the knowledge of ALC, any of the persons named in Annex I has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Pursuant to each Stockholder Agreement, the consideration given by ALC in connection with the execution and performance thereof was its agreement to enter into the Combination Agreement and to incur the obligations set forth therein. ITEM 4. PURPOSE OF TRANSACTION Pursuant to the Combination Agreement, at the "Effective Time" (as defined in the Combination Agreement) a wholly-owned subsidiary of ATI will merge with and into ALC and ALC will become a wholly owned subsidiary of ATI, and a separate wholly- owned subsidiary of ATI will merge with and into Teledyne and Teledyne will become a wholly owned subsidiary of ATI. At or prior to the Effective Time, the Certificate of Incorporation and Bylaws of ATI will be amended and restated in their entirety to read as set forth in Annexes A and B to the Combination Agreement, respectively. Reference is hereby made to the complete text of the provisions of such proposed Certificate of Incorporation and Bylaws as set forth in Annexes A and B, respectively, to Exhibit 1 to this Schedule 13D. Schedule 13D CUSIP No. 879335 10 7 Page 5 of 21 pages ---------------------------------------------------------------- By virtue of the Combination, (i) each issued and outstanding share of the Common Stock of ALC (other than shares issued and held in the treasury of ALC or owned of record by Teledyne, the merger subsidiary of Teledyne or any direct or indirect subsidiary thereof) will be converted into and will become one share of ATI Common Stock, par value $.10 per share ("ATI Common Stock"), and (ii) each issued and outstanding share of Teledyne Common Stock (other than shares issued and held in the treasury of Teledyne or owned of record by ALC, the merger subsidiary of ALC or any direct or indirect subsidiary thereof) will be converted into and will become 1.925 shares of ATI Common Stock (although cash will be paid in lieu of the issuance of fractional shares). Upon consummation of the Combination, the Teledyne Common Stock will be delisted from the New York Stock Exchange and the Pacific Stock Exchange and withdrawn from registration under the Securities Exchange Act of 1934. The Combination Agreement does not provide for any change with respect to the Series E Cumulative Preferred Stock, $1.00 par value, of Teledyne. Among the conditions to the obligation of each party to the Combination Agreement to effect the Combination is the approval of the shares of ATI Common Stock to be issued in the Combination for listing on the New York Stock Exchange upon official notice of issuance. Consummation of the Combination is conditioned upon approval by the stockholders of Teledyne, as well as other conditions set forth in the Combination Agreement. It is anticipated that, following the consummation of the Combination, dividends on the ATI Common Stock will initially be paid at the annual rate of $.64 per share. Upon consummation of the Combination, it is expected that the Board of Directors of ATI will consist of Richard P. Simmons as Chairman of the Board and Chairman of the Executive Committee, Arthur H. Aronson, Robert P. Bozzone, Paul S. Brentlinger, Charles J. Queenan, Jr., Donald B. Rice, George A. Roberts, William P. Rutledge, Henry E. Singleton, and six additional directors, half of whom will be named by ALC and half by Teledyne. Messrs. Simmons, Aronson, Bozzone, Brentlinger and Queenan are currently members of the Board of Directors of ALC and, if any of them is unable or unwilling to serve, ALC will have the right to name a substitute. Drs. Rice, Roberts and Singleton, and Mr. Rutledge, are currently members of the Board of Directors of Teledyne and, if any of them is unable or unwilling to serve, Teledyne will have the right to name a substitute. Upon consummation of the Combination, William P. Rutledge, who is currently Chairman of the Board and Chief Executive Officer of Teledyne, will be President and Chief Executive Officer of ATI. Schedule 13D CUSIP No. 879335 10 7 Page 6 of 21 pages ---------------------------------------------------------------- Arthur H. Aronson, ALC's President and Chief Executive Officer, and Donald B. Rice, Teledyne's President and Chief Operating Officer, will become Executive Vice Presidents of ATI. In addition, Mr. Aronson will remain President and Chief Executive Officer of ATI's ALC subsidiary, and Dr. Rice will remain President and will become Chief Executive Officer of ATI's Teledyne subsidiary. James L. Murdy, currently Senior Vice President-Finance and Chief Financial Officer of ALC, and Jon D. Walton, currently Vice President-General Counsel and Secretary of ALC, will hold the same positions, respectively, with ATI. In connection with the Combination, each of Donald B. Rice, George A. Roberts, William P. Rutledge, Fayez Sarofim, and Henry E. Singleton has entered into a Stockholder Agreement with ALC pursuant to which such Stockholder has individually agreed that, until the earlier of the Effective Time or the date on which the Combination Agreement is terminated in accordance with its terms (the ealier such date, the "Expiration Date"), he will vote, or take action by written consent with respect to, all of his shares of Teledyne Common Stock in favor of the adoption and approval of the Combination Agreement and the approval of the TI Merger (as defined in the Combination Agreement) and otherwise in favor of the Combination and any other transaction contemplated by the Combination Agreement as the Combination Agreement may be modified or amended from time to time and against any action, omission or agreement which would or could impede or interfere with, or have the effect of discouraging, the Combination, including, without limitation, any Acquisition Proposal (as defined in the Combination Agreement) other than the Combination. At the request of ALC, the Stockholder will promptly execute, in accordance with the provisions of the Delaware General Corporation Law, and deliver to ALC an irrevocable proxy and irrevocably appoint ALC or its designees his attorney and proxy to vote or give consent with respect to all of his shares of Teledyne Common Stock for the purposes set forth above. Any such proxy will terminate on the Expiration Date. Each Stockholder has agreed, among other things, that he will not sell or otherwise dispose of any of such shares until the Expiration Date. Except as set forth above or as provided in the Combination Agreement or the Stockholder Agreements, neither ALC nor any of the persons listed in Item 2 hereof has any plans or proposals which relate to or would result in any of the matters described in Paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Schedule 13D CUSIP No. 879335 10 7 Page 7 of 21 pages ---------------------------------------------------------------- By virtue of the Stockholder Agreements with the Stockholders that such Stockholders will vote, or grant to ALC, at ALC's request, a proxy with respect to, the 8,738,010 shares of Teledyne Common Stock owned by them in the aggregate, ALC may be deemed to have shared power to vote such shares. By virtue of their agreements with ALC that they will not dispose of such shares, ALC may be deemed to have shared power to dispose of such shares. Such shares represent approximately 15.6% of the shares of Teledyne Common Stock outstanding on February 28, 1996. Neither ALC nor any of the persons listed in Item 2 hereof has effected any transactions relating to the Teledyne Common Stock within the past 60 days. Except as has been reported in filings made by any of the Stockholders under Section 13(d) or 13(g) of the Securities Exchange Act of 1934, no person other than the Stockholders is known to have the right to receive or the power to direct the dividends from, or the proceeds from the sale of, the shares described in the preceding paragraph. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Other than as set forth in the Combination Agreement, the Stockholder Agreements, and the Shareholder Agreements with respect to the voting and disposition of shares of ALC Common Stock as reported in ALC's Current Report on Form 8-K dated April 2, 1996, neither ALC nor any of the persons named in Item 2 hereof has any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS EXHIBIT NO. DESCRIPTION 1. Agreement and Plan of Merger and Combination dated as of April 1, 1996, among XYZ/Power Inc., Allegheny Ludlum Corporation and Teledyne, Inc. 2. Form of Stockholder Agreement, dated as of April 1, 1996, by and between Allegheny Ludlum Corporation and the Stockholder named therein NOTE: In accordance with Rule 12b-31 under the Securities Exchange Act of 1934, copies of Stockholder Agreements dated as Schedule 13D CUSIP No. 879335 10 7 Page 8 of 21 pages ---------------------------------------------------------------- of April 1, 1996 between Allegheny Ludlum Corporation and Donald B. Rice, George A. Roberts, William P. Rutledge, Fayez Sarofim, and Henry E. Singleton, respectively, are not filed herewith. The following schedule sets forth the material details (consisting only of the name of the Stockholder and the number of shares of Teledyne Common Stock listed on the signature page thereof) in which such documents differ from Exhibit 2 filed herewith: NUMBER OF SHARES OF NAME OF STOCKHOLDER TELEDYNE COMMON STOCK Donald B. Rice 101,000 George A. Roberts 428,415 William P. Rutledge 9,000 Fayez Sarofim 927,335 Henry E. Singleton 7,272,260 Schedule 13D CUSIP No. 879335 10 7 Page 9 of 21 pages ---------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. ALLEGHENY LUDLUM CORPORATION By: JON D. WALTON -------------------------------- Jon D. Walton Vice President-General Counsel and Secretary Date: April 10, 1996 Schedule 13D CUSIP No. 879335 10 7 Page 10 of 21 pages ---------------------------------------------------------------- ANNEX I DIRECTORS AND EXECUTIVE OFFICERS OF ALLEGHENY LUDLUM CORPORATION NAME; PRESENT PRINCIPAL ADDRESS AND PRINCIPAL BUSINESS OF OCCUPATION ORGANIZATION IN WHICH EMPLOYED Richard P. Simmons Allegheny Ludlum Corporation Chairman of the Board 1000 Six PPG Place Pittsburgh, PA 15222 Specialty Materials Robert P. Bozzone Allegheny Ludlum Corporation Vice Chairman of the Board 1000 Six PPG Place Pittsburgh, PA 15222 Specialty Materials Arthur H. Aronson Allegheny Ludlum Corporation President and Chief 1000 Six PPG Place Executive Officer Pittsburgh, PA 15222 Specialty Materials James L. Murdy Allegheny Ludlum Corporation Senior Vice President - 1000 Six PPG Place Finance/Chief Financial Pittsburgh, PA 15222 Officer Specialty Materials Robert W. Rutherford Allegheny Ludlum Corporation Senior Vice President - 1000 Six PPG Place Commercial Pittsburgh, PA 15222 Specialty Materials Jack W. Shilling Allegheny Ludlum Corporation Senior Vice President - 1000 Six PPG Place Technical Pittsburgh, PA 15222 Specialty Materials Harry R. Wagner Allegheny Ludlum Corporation Senior Vice President - 1000 Six PPG Place Operations Pittsburgh, PA 15222 Specialty Materials Douglas A. Kittenbrink Allegheny Ludlum Corporation Vice President - Engineering 1000 Six PPG Place and Information Technology Pittsburgh, PA 15222 Specialty Materials Schedule 13D CUSIP No. 879335 10 7 Page 11 of 21 pages ---------------------------------------------------------------- Bruce A. McGillivray Allegheny Ludlum Corporation Vice President - 1000 Six PPG Place Human Resources Pittsburgh, PA 15222 Specialty Materials Carl R. Moulton Allegheny Ludlum Corporation Group Vice President 1000 Six PPG Place Pittsburgh, PA 15222 Specialty Materials Robert S. Park Allegheny Ludlum Corporation Vice President - Treasurer 1000 Six PPG Place Pittsburgh, PA 15222 Specialty Materials Richard S. Roeser Allegheny Ludlum Corporation Vice President - 1000 Six PPG Place Controller Pittsburgh, PA 15222 Specialty Materials David G. Vietmeier Allegheny Ludlum Corporation Vice President - 1000 Six PPG Place Purchasing Pittsburgh, PA 15222 Specialty Materials Jon D. Walton Allegheny Ludlum Corporation Vice President - 1000 Six PPG Place General Counsel and Pittsburgh, PA 15222 Secretary Specialty Materials Paul S. Brentlinger Morgenthaler Ventures Partner 700 National City Bank Building Cleveland, OH 44114 Venture Capital C. Fred Fetterolf Q-Core Enterprise Consultant 210 Overlook Drive 79 North Industrial Park Sewickley, PA 15143 Consulting services Thomas Marshall Dynamet, Inc. Vice Chairman 195 Museum Road Washington, PA 15301 Titanium, superalloy products, machine components and die forgings Schedule 13D CUSIP No. 879335 10 7 Page 12 of 21 pages ---------------------------------------------------------------- W. Craig McClelland Union Camp Corporation President and Chief 1600 Valley Road Executive Officer Wayne, NJ 07470 Paper products Richard K. Pitler 2 Red Cedar Road Retired Amelia Island, FL 32034 Anne Pol Thermo Electron Corporation Vice President 81 Wyman Street P.O. Box 9046 Waltham, MA 02254 Cogeneration, environmental, biomedical, engineering and metallurgical products, systems and services Charles J. Queenan, Jr. Kirkpatrick & Lockhart LLP Senior Counsel 1500 Oliver Building Pittsburgh, PA 15222 Attorneys James E. Rohr PNC Bank Corp. President One PNC Plaza 30th Floor Fifth Avenue & Wood Street Pittsburgh, PA 15222 Banking services George W. Tippins Tippins Incorporated Chairman 435 Butler Street P.O. Box 9547 Pittsburgh, PA 15223 Design, engineering and construction of rolling mills for the steel industry Steven C. Wheelwright Harvard University Professor of Business Graduate School of Business Administration One Soldiers Field Park Boston, MA 02163 Schedule 13D CUSIP No. 879335 10 7 Page 13 of 21 pages ---------------------------------------------------------------- EXHIBIT INDEX Exhibit No. Description Page 1. Agreement and Plan of Merger and Combination dated as of April 1, 1996, among XYZ/Power Inc., Allegheny Ludlum Corporation and Teledyne, Inc. * 2. Form of Stockholder Agreement, dated as of April 1, 1996, by and between Allegheny Ludlum Corporation and the Stockholder named therein 14 ------- * A copy of this document, filed as Exhibit 2.1 to the Current Report on Form 8-K dated April 2, 1996 of Allegheny Ludlum Corporation, is incorporated herein by reference. Schedule 13D CUSIP No. 879335 10 7 Page 14 of 21 pages ---------------------------------------------------------------- EXHIBIT NO. 2 STOCKHOLDER AGREEMENT --------------------- THIS STOCKHOLDER AGREEMENT, dated as of April 1, 1996, by and between Allegheny Ludlum Corporation, a Pennsylvania corporation ("ALC"), and the stockholder listed on the signature page hereof (such stockholder and (with respect to Shares owned jointly with his or her spouse) together with his or her spouse, being referred to herein as the "Stockholder"); WITNESSETH: WHEREAS, the Stockholder, as of the date hereof, is the owner of or has the sole right to vote the number of shares of Common Stock, par value $1.00 per share (the "Common Stock"), of Teledyne, Inc., a Delaware corporation (the "Company"), set forth below the name of the Stockholder on the signature page hereof (the "Shares"); and WHEREAS, in reliance upon the execution and delivery of this Agreement, ALC will enter into an Agreement and Plan of Merger and Combination, dated as of the date hereof (the "Combination Agreement"), with New Corporation and the Company which provides, among other things, that upon the terms and subject to the conditions thereof ALC and the Company will each become a wholly owned subsidiary of New Corporation (the "Combination"); and WHEREAS, to induce ALC to enter into the Combination Agreement and to incur the obligations set forth therein, the Stockholder is entering into this Agreement pursuant to which the Stockholder agrees to vote in favor of the Combination and certain other matters as set forth herein, and to make certain agreements with respect to the Shares upon the terms and conditions set forth herein; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: Schedule 13D CUSIP No. 879335 10 7 Page 15 of 21 pages ---------------------------------------------------------------- Section 1. Voting of Shares; Proxy. (a) The Stockholder agrees that until the earlier of (i) the Effective Time (as defined in the Combination Agreement) or (ii) the date on which the Combination Agreement is terminated (the earliest thereof being hereinafter referred to as the "Expiration Date"), the Stockholder shall vote all Shares owned by the Stockholder at any meeting of the Company's stockholders (whether annual or special and whether or not an adjourned meeting), or, if applicable, take action by written consent (i) for adoption and approval of the Combination Agreement and in favor of the TI Merger (as defined in the Combination Agreement) and otherwise in favor of the Combination and any other transaction contemplated by the Combination Agreement as such Combination Agreement may be modified or amended from time to time and (ii) against any action, omission or agreement which would or could impede or interfere with, or have the effect of discouraging, the Combination, including, without limitation, any Acquisition Proposal (as defined in the Combination Agreement) other than the Combination. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. (b) At the request of ALC, the Stockholder, in furtherance of the transactions contemplated hereby and by the Combination Agreement, and in order to secure the performance by the Stockholder of his or her duties under this Agreement, shall promptly execute, in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law, and deliver to ALC, an irrevocable proxy, substantially in the form of Annex A hereto, and irrevocably appoint ALC or its designees, with full power of substitution, his or her attorney and proxy to vote, or, if applicable, to give consent with respect to, all of the Shares owned by the Stockholder in respect of any of the matters set forth in, and in accordance with the provisions of, clauses (i) and (ii) above of Section 1(a). The Stockholder acknowledges that the proxy executed and delivered by him or her shall be coupled with an interest, shall constitute, among other things, an inducement for ALC to enter into the Combination Agreement, shall be irrevocable and shall not be terminated by operation of law upon the occurrence of any event, including, without limitation, the death or incapacity of the Stockholder. Notwithstanding any provision contained in such proxy, such proxy shall terminate upon the Expiration Date. Schedule 13D CUSIP No. 879335 10 7 Page 16 of 21 pages ---------------------------------------------------------------- Section 2. Covenants of the Stockholder. The Stockholder covenants and agrees for the benefit of ALC that, until the Expiration Date, he will: (a) not sell, transfer, pledge, hypothecate, encumber, assign, tender or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, hypothecation, encumbrance, assignment, tender or other disposition of, any of the Shares owned by him or her or any interest therein (provided, that the foregoing shall not prevent the Stockholder from transferring the Shares to an entity for estate planning purposes, provided that the Stockholder retains sole voting rights over the Shares or the estate planning entity executes a joinder agreeing to be bound by the terms of this Agreement; (b) other than as expressly contemplated by this Agreement, not grant any powers of attorney or proxies or consents in respect of any of the Shares owned by him or her, deposit any of the Shares owned by him or her into a voting trust, enter into a voting agreement with respect to any of the Shares owned by him or her or otherwise restrict the ability of the holder of any of the Shares owned by him or her freely to exercise all voting rights with respect thereto; (c) not, in his or her capacity as a shareholder of the Company (it being understood that nothing in this Stockholder Agreement shall restrict or affect Stockholder in any other capacity, including as a director or officer, as applicable, of the Company) and he or she shall direct and use his or her best efforts to cause his or her agents and representatives not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any Acquisition Proposal or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. The Stockholder shall immediately cease and cause to be terminated any existing activities, including discussions or negotiations with any parties, conducted heretofore with respect to any of the foregoing and will take the necessary steps to inform his or her agents and representatives of the obligations undertaken in this Section 2(c). The Stockholder shall notify ALC immediately if any such inquiries or proposals are received by, any such information is requested from, or any such Schedule 13D CUSIP No. 879335 10 7 Page 17 of 21 pages ---------------------------------------------------------------- negotiations or discussions are sought to be initiated or continued with, him or her; and (d) not take any action whatsoever that, based on advice from ALC's or the Company's independent auditors would or could prevent the Combination from qualifying for "pooling of interests" accounting treatment. Section 3. Covenants of ALC. ALC covenants and agrees for the benefit of the Stockholder that (a) immediately upon execution of this Agreement, ALC shall enter into the Combination Agreement, and (b) until the Expiration Date, it shall use all reasonable efforts to take, or cause to be taken, all action, and do, or cause to be done, all things necessary or advisable in order to consummate and make effective the transactions contemplated by this Agreement and the Combination Agreement, consistent with the terms and conditions of each such agreement; provided, however, that nothing in this Section 3, Section 12 or any other provision of this Agreement is intended, nor shall it be construed, to limit or in any way restrict ALC's right or ability to exercise any of its rights under the Combination Agreement. Section 4. Representations and Warranties of the Stockholder. The Stockholder represents and warrants to ALC that: (a) the execution, delivery and performance by the Stockholder of this Agreement will not conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract, commitment or other obligation (written or oral) to which the Stockholder is bound; (b) this Agreement has been duly executed and delivered by the Stockholder and constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms; (c) the Stockholder is the sole owner of or has the sole right to vote the Shares and the Shares represent all shares of Common Stock which the Stockholder is the sole owner of or has the sole right to vote at the date hereof, and the Stockholder does not have any right to acquire, nor is he the "beneficial owner" (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of, any other shares of any class of capital stock of the Company or any securities convertible into or exchangeable or exercisable for any shares of any class of capital stock of the Company (other than shares subject to options or other rights granted by the Company); (d) the Stockholder has full right, power and authority to execute and deliver this Agreement and to perform his or her obligations hereunder; and (e) the Stockholder Schedule 13D CUSIP No. 879335 10 7 Page 18 of 21 pages ---------------------------------------------------------------- owns the Shares free and clear of all liens, claims, pledges, charges, proxies, restrictions, encumbrances, proxies, voting trusts and voting agreements of any nature whatsoever other than as provided by this Agreement. The representations and warranties contained herein shall be made as of the date hereof and as of each day from the date hereof through and including the Effective Time (as defined in the Combination Agreement). Section 5. Adjustments; Additional Shares. In the event (a) of any stock dividend, stock split, merger (other than the Combination) recapitalization, reclassification, combination, exchange of shares or the like of the capital stock of the Company on, of or affecting the Shares or (b) that the Stockholder shall become the beneficial owner of any additional shares of Common Stock or other securities entitling the holder thereof to vote or give consent with respect to the matters set forth in Section 1, then the terms of this Agreement shall apply to the shares of capital stock or other instruments or documents held by the Stockholder immediately following the effectiveness of the events described in clause (a) or the Stockholder becoming the beneficial owner thereof as described in clause (b), as though, in either case, they were Shares hereunder. Section 6. Specific Performance. The Stockholder acknowledges that the agreements contained in this Agreement are an integral part of the transactions contemplated by the Combination Agreement, and that, without these agreements, ALC would not enter into the Combination Agreement, and acknowledges that damages would be an inadequate remedy for any breach by him or her of the provisions of this Agreement. Accordingly, the Stockholder and ALC each agree that the obligations of the parties hereunder shall be specifically enforceable and neither party shall take any action to impede the other from seeking to enforce such right of specific performance. Section 7. Notices. All notices, requests, claims, demands and other communications hereunder shall be effective upon receipt (or refusal of receipt), shall be in writing and shall be delivered in person, by telecopy or telefacsimile, by telegram, by next-day courier service, or by mail (registered or certified mail, postage prepaid, return receipt requested) to the Stockholder at the address listed on the signature page hereof, and to ALC at 1000 Six PPG Place, Pittsburgh, Pennsylvania 15222, Attention: Secretary, telecopy number 412-394-3010, or to such other address or telecopy number as any party may have furnished to the other in writing in accordance herewith. Schedule 13D CUSIP No. 879335 10 7 Page 19 of 21 pages ---------------------------------------------------------------- Section 8. Binding Effect; Survival. Upon execution and delivery of this Agreement by ALC, this Agreement shall become effective as to the Stockholder at the time the Stockholder executes and delivers this Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns. Section 9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within such State. Section 10. Counterparts. This Agreement may be executed in two counterparts, both of which shall be an original and both of which together shall constitute one and the same agreement. Section 11. Effect of Headings. The Section headings herein are for convenience of reference only and shall not affect the construction hereof. Section 12. Additional Agreements; Further Assurance. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement. The Stockholder will provide ALC with all documents which may reasonably be requested by ALC and will take reasonable steps to enable ALC to obtain all rights and benefits provided it hereunder. Section 13. Amendment; Waiver. No amendment or waiver of any provision of this Agreement or consent to departure therefrom shall be effective unless in writing and signed by ALC and the Stockholder, in the case of an amendment, or by the party which is the beneficiary of any such provision, in the case of a waiver or a consent to depart therefrom. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Schedule 13D CUSIP No. 879335 10 7 Page 20 of 21 pages ---------------------------------------------------------------- IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto all as of the day and year first above written. ALLEGHENY LUDLUM CORPORATION By A. H. ARONSON -------------------------- Name: Arthur H. Aronson Title: President and Chief Executive Officer __________________________ Stockholder __________________________ Spouse Address: Number of Shares: Schedule 13D CUSIP No. 879335 10 7 Page 21 of 21 pages ---------------------------------------------------------------- ANNEX A [Form of Proxy] IRREVOCABLE PROXY In order to secure the performance of the duties of the undersigned pursuant to the Stockholder Agreement, dated as of April 1, 1996 (the "Stockholder Agreement"), between the undersigned and Allegheny Ludlum Corporation., a Pennsylvania corporation, a copy of such agreement being attached hereto and incorporated by reference herein, the undersigned hereby irrevocably appoints _________________ and ___________________, and each of them, the attorneys, agents and proxies, with full power of substitution in each of them, for the undersigned and in the name, place and stead of the undersigned, in respect of any of the matters set forth in clauses (i) and (ii) of Section 1 of the Stockholder Agreement, to vote or, if applicable, to give written consent, in accordance with the provisions of said Section 1 and otherwise act (consistent with the terms of the Stockholder Agreement) with respect to all shares of Common Stock, par value $1.00 per share (the "Shares"), of Teledyne, Inc., a Delaware corporation (the "Company"), whether now owned or hereafter acquired, which the undersigned is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. This Proxy is coupled with an interest, shall be irrevocable and binding on any successor in interest of the undersigned and shall not be terminated by operation of law upon the occurrence of any event, including, without limitation, the death or incapacity of the undersigned. This Proxy shall operate to revoke any prior proxy as to the Shares heretofore granted by the undersigned. This Proxy shall terminate on September 30, 1996. This Proxy has been executed in accordance with Section 212(e) of the Delaware General Corporation Law. Dated:____________________ _______________________ Dated:____________________ _______________________ -----END PRIVACY-ENHANCED MESSAGE-----