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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
TELEDYNE TECHNOLOGIES INCORPORATED
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Teledyne Technologies Incorporated
2049 Century Park East, Suite 1500
Los Angeles, CA 90067-3101
[TELEDYNE TECHNOLOGIES LOGO]
March 15, 2001
Dear Stockholder:
We are pleased to invite you to attend the 2001 Annual Meeting of
Stockholders of Teledyne Technologies Incorporated. The meeting will be held on
Wednesday, April 25, 2001, at the Century Plaza Hotel, 2025 Avenue of the Stars,
Los Angeles, California 90067.
This booklet includes the notice of meeting as well as the Company's Proxy
Statement.
Enclosed with this booklet are the following:
- Proxy or voting instruction card (including instructions for telephone
and Internet voting).
- Proxy or voting instruction card return envelope (postage paid if mailed
in the U.S.).
A copy of the Company's 2000 Annual Report/Form 10-K is also included.
Please read the Proxy Statement and vote your shares as soon as possible.
We encourage you to take advantage of voting by telephone or Internet as
explained on the enclosed proxy or voting instruction card. Or, you may vote by
completing, signing and returning your proxy or voting instruction card in the
enclosed postage-paid envelope. It is important that you vote, whether you own a
few or many shares and whether or not you plan to attend the meeting.
If you are a stockholder of record and plan to attend the meeting, please
mark the "WILL ATTEND" box on your proxy card so that you will be included on
our admittance list for the meeting.
Thank you for your investment in our Company. We look forward to seeing you
at the 2001 Annual Meeting.
Sincerely,
/s/ Robert Mehrabian
Robert Mehrabian
Chairman, President and
Chief Executive Officer
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[TELEDYNE TECHNOLOGIES LOGO]
TELEDYNE TECHNOLOGIES INCORPORATED
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MEETING DATE: April 25, 2001
TIME: 9:00 a.m. Pacific Time
PLACE: The Century Plaza Hotel
2025 Avenue of the Stars
Los Angeles, California 90067-4696
RECORD DATE: March 5, 2001
AGENDA
1) Election of a class of three directors for a three-year term;
2) Ratification of the appointment of Ernst & Young LLP as the Company's
independent auditors for 2001; and
3) Transaction of any other business properly brought before the meeting.
STOCKHOLDER LIST
A list of stockholders entitled to vote will be available during business
hours for 10 days prior to the meeting at the Company's executive offices, 2049
Century Park East, Suite 1500, Los Angeles, California 90067, for examination by
any stockholder for any legally valid purpose.
ADMISSION TO THE MEETING
Teledyne Technologies' stockholders or their authorized representatives by
proxy may attend the meeting. If you are a stockholder of record and you plan to
attend the meeting, please mark the "WILL ATTEND" box on your proxy card so that
you will be included on our admittance list for the meeting. If your shares are
held through an intermediary, such as a broker or a bank, you should present
proof of your ownership at the meeting. Proof of ownership could include a proxy
from your bank or broker or a copy of your account statement.
By Order of the Board of Directors,
/s/ John T. Kuelbs
John T. Kuelbs
Senior Vice President, General Counsel
and Secretary
March 15, 2001
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PROXY STATEMENT
TABLE OF CONTENTS
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PAGE
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Voting Procedures........................................... 2
Board Composition and Practices............................. 3
Item 1 on Proxy Card -- Election of Directors............... 4
Committees of our Board of Directors........................ 7
Director Compensation....................................... 9
Item 2 on Proxy Card -- Ratification of Independent
Auditors.................................................. 10
Audit and All Other Fees.................................. 10
Audit Committee Report.................................... 11
Other Business.............................................. 12
Stock Ownership Information................................. 12
Section 16(a) Beneficial Ownership Reporting Compliance... 12
Five Percent Owners of Common Stock....................... 12
Stock Ownership of Management............................. 13
2000 Report on Executive Compensation....................... 14
Compensation Committee Interlocks and Insider
Participation.......................................... 20
Executive Compensation...................................... 21
Summary Compensation Table................................ 21
Option Grants in Last Fiscal Year......................... 23
Aggregate Option Exercises in Last Fiscal Year and Fiscal
Year End Option Values................................. 24
ATI Performance Share Program Awards...................... 24
TDY Performance Share Plan Awards......................... 25
Pension Plan.............................................. 25
Employment/Change in Control Agreements................... 26
Certain Transactions........................................ 28
Cumulative Total Stockholder Return......................... 30
Other Information........................................... 31
Annual Report on Form 10-K................................ 31
2002 Annual Meeting and Stockholder Proposals............. 31
Proxy Solicitation........................................ 32
Annex A -- Audit Committee Charter
YOUR VOTE IS IMPORTANT!
Please vote as soon as possible. You can help Teledyne Technologies reduce
expenses by voting your shares by telephone or Internet. Your proxy card
contains the instructions. Alternatively, complete, sign and date your proxy
card and return it as soon as possible in the enclosed postage-paid envelope.
DEFINED TERMS
In this Proxy Statement, Teledyne Technologies Incorporated is sometimes
referred to as the "Company", "Teledyne Technologies" or "TDY". References to
"ATI" mean Allegheny Technologies Incorporated, formerly known as Allegheny
Teledyne Incorporated, the company from which we were spun off on November 29,
1999.
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PROXY STATEMENT
FOR 2001 ANNUAL MEETING OF STOCKHOLDERS
VOTING PROCEDURES
WHO MAY VOTE
If you were a stockholder on the books of the Company at the close of
business on March 5, 2001 you may vote at the Annual Meeting. On that day, there
were 31,644,395 shares of our Common Stock outstanding and eligible to vote.
Each share is entitled to one vote. In order to vote, you must either
designate a proxy to vote on your behalf or attend the meeting and vote your
shares in person. The Board of Directors requests your proxy so that your shares
will count toward a quorum and be voted at the meeting.
METHODS OF VOTING
All stockholders may transmit their proxy votes by mail. Stockholders of
record can also vote by telephone or Internet. Stockholders who hold their
shares through a bank or broker can vote by telephone or Internet if their bank
or broker offers those options.
- By Mail. Stockholders may complete, sign, date and return their proxy
cards in the postage-paid envelope provided. If you sign, date and return
your proxy card without indicating how you want to vote, your proxy will
be voted as recommended by the Board of Directors.
- By Telephone or Internet. Stockholders of record may vote by using the
toll-free number or Internet website address listed on the proxy card.
Participants who hold stock in Company employee benefit plans also may
vote by telephone or Internet. Your proxy card contains a Control Number
that will identify you as a stockholder when you vote by telephone or
Internet. You may use the telephone and Internet procedures to vote your
shares and to confirm that your votes were properly recorded. Please see
your proxy card for specific instructions.
REVOKING YOUR PROXY
You may change your mind and revoke your proxy at any time before it is
voted at the meeting by:
- sending a written notice to revoke your proxy to the Secretary of the
Company;
- transmitting a proxy at a later date than your prior proxy either by
mail, telephone or Internet;
- attending the Annual Meeting and voting in person or by proxy (except for
shares held in the employee plans described below).
VOTING BY EMPLOYEE BENEFIT PLAN PARTICIPANTS
Participants who hold Common Stock in the Company's defined contribution
savings plan may tell the plan trustee how to vote the shares of Common Stock
allocated to their accounts. You may either (1) sign and return the voting
instruction card provided by the
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plan or (2) transmit your instructions by telephone or Internet. If you do not
transmit instructions, your shares will not be voted by the plan trustee, except
as otherwise required by law.
VOTING SHARES HELD BY BROKERS, BANKS AND OTHER NOMINEES
If you hold your shares in a broker, bank or other nominee account, you are
a "beneficial owner" of TDY Common Stock. In order to vote your shares, you must
give voting instructions to your bank, broker or other intermediary who is the
"nominee holder" of your shares. The Company asks brokers, banks and other
nominee holders to obtain voting instructions from the beneficial owners of
shares that are registered in the nominee's name. Proxies that are transmitted
by nominee holders on behalf of beneficial owners will count toward a quorum
and, except as otherwise provided below, will be voted as instructed by the
nominee holder.
CONFIDENTIAL VOTING POLICY
The Company maintains a policy of keeping stockholder votes confidential.
BOARD COMPOSITION AND PRACTICES
INFORMATION AND MEETINGS
The Board of Directors directs the management of the business and affairs
of the Company as provided in the Amended and Restated Bylaws of the Company and
by the laws of the State of Delaware. Except for Robert Mehrabian, our Chairman,
President and Chief Executive Officer, the Board is not involved in day-to-day
operations. Members of the Board keep informed about the Company's business
through discussions with the senior management and other officers and managers
of the Company and its subsidiaries, by reviewing analyses and reports sent to
them, and by participating in Board and committee meetings.
In 2000, the Board of Directors held eight meetings and acted by unanimous
written consent on three occasions. During 2000, all directors attended at least
75% of the aggregate number of Board and Board committee meetings for which they
were responsible, except Diane C. Creel who attended 73% of the aggregate number
of such meetings.
NUMBER OF DIRECTORS
The Board of Directors determines the number of directors. The Board
currently consists of eight members.
DIRECTOR TERMS
The directors are divided into three classes and the directors in each
class serve for a three-year term. The term of one class of directors expires
each year at the Annual Meeting of Stockholders. The Board may fill a vacancy by
electing a new director to the same class as the director being replaced. The
Board may also create a new director
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position in any class and elect a director to hold the newly created position
until the term of the class expires.
SPIN-OFF REQUIREMENTS
In connection with our spin-off from ATI, we agreed (and our Amended and
Restated Bylaws provide) that until our Annual Meeting of Stockholders in 2002,
at least a majority of our Board of Directors must also be directors of ATI. Six
of our eight directors are directors of ATI. Of our three nominees, only Paul S.
Brentlinger is on ATI's board. Robert Mehrabian and Michael T. Smith are not on
ATI's board.
ITEM 1 ON PROXY CARD -- ELECTION OF DIRECTORS
The Board of Directors has nominated for election this year the class of
three incumbent directors whose terms expire at the 2001 Annual Meeting. This
nomination is in accordance with our Amended and Restated Bylaws and the
Separation and Distribution Agreement that we entered into with ATI in
connection with the spin-off.
The three-year term of the class of directors nominated this year will
expire at the 2004 Annual Meeting. On June 1, 2000, however, the Company adopted
a retirement policy for directors. This policy generally requires directors to
retire at the Annual Meeting following their 72nd birthday, with certain
directors being subject to a "grandfather" provision. As a result of this
policy, Mr. Brentlinger, who is currently up for re-election for a term expiring
at the 2004 Annual Meeting, if elected, will step down at the 2002 Annual
Meeting.
The three individuals who receive the highest number of votes cast will be
elected. Broker non-votes are not counted as votes cast.
If you sign and return your proxy card, or vote by telephone or Internet,
the individuals named as proxies will vote your shares for the election of the
three named nominees, unless you provide other instructions. You may withhold
authority for the proxies to vote your shares on any or all of the nominees by
following the instructions on your proxy card or the instructions provided
during your telephone or Internet voting. If a nominee becomes unable to serve,
the proxies will vote for a Board-designated substitute or the Board may reduce
the number of directors. The Board of Directors has no reason to believe that
any nominee will be unable to serve.
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Background information about the nominees and continuing directors follows.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE THREE NOMINEES.
NOMINEES -- TERMS EXPIRE AT THE 2004 ANNUAL MEETING (CLASS II)
Paul S. Brentlinger Paul S. Brentlinger is a Partner of
Partner, Morgenthaler Ventures Morgenthaler Ventures, a venture capital
Director since 1999 group located in Cleveland, Ohio and Menlo
Age: 73 Park, California. He led Morgenthaler's
investment in such companies such as
Microchip Technology, Inc. and Dispatch
Communications (now part of Nextel
Communications, Inc.). Prior to joining
Morgenthaler, he was Senior Vice
President -- Finance of Harris
Corporation, a manufacturer of
communications equipment. Mr. Brentlinger
is also a director of ATI. Mr. Brentlinger
is a member of our Audit Committee.
Robert Mehrabian Robert Mehrabian is the Chairman,
Chairman, President and Chief Executive President and Chief Executive Officer of
Officer of the Company TDY. He has been the President and Chief
Director since 1999 Executive Officer of TDY since its
Age: 59 formation. He became Chairman of the Board
on December 14, 2000. Prior to the
spin-off, Dr. Mehrabian was the President
and Chief Executive Officer of ATI's
Aerospace and Electronics segment since
July 1999 and had served ATI in various
senior executive capacities since July
1997. Before joining ATI, Dr. Mehrabian
served as President of Carnegie Mellon
University. He is also a director of
Mellon Financial Corporation and PPG
Industries, Inc.
Michael T. Smith Michael T. Smith is Chairman of the Board
Chairman of the Board and Chief Executive and Chief Executive Officer of Hughes
Officer of Hughes Electronics Electronics Corporation. He was elected to
Corporation those positions in October 1997. Mr. Smith
Age: 58 has been a director of TDY since January
1, 2001. He is also a director of Alliant
Techsystems Inc. and PanAmSat Corporation.
Mr. Smith is a member of our Personnel and
Compensation Committee and our Governance
Committee.
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CONTINUING DIRECTORS -- TERMS EXPIRE AT 2002 ANNUAL MEETING (CLASS III)
Robert P. Bozzone Robert P. Bozzone became Chairman,
Chairman, President and Chief Executive President and Chief Executive Officer of
Officer of Allegheny Technologies ATI on December 6, 2000. Mr. Bozzone had
Incorporated been Vice Chairman of the Board of ATI
Director since 1999 since August 1996. He had served as Vice
Age: 67 Chairman of Allegheny Ludlum
Corporation, a subsidiary of ATI, since
August 1994 and previously was President
and Executive Officer of Allegheny
Ludlum. He is also a director of ATI,
Water Pik Technologies, Inc. and of DQE,
Inc., whose principal subsidiary is
Duquesne Light Company. Mr. Bozzone is a
member of our Audit Committee.
Frank V. Cahouet Frank V. Cahouet served as the Chairman,
Retired Chairman and Chief Executive Officer President and Chief Executive Officer of
of Mellon Financial Corporation Mellon Financial Corporation, a bank
Director since 1999 holding company, and Mellon Bank, N.A.,
Age: 68 prior to his retirement on December 31,
1998. He is also a director of ATI,
Avery Dennison Corporation, Korn/Ferry
International and Saint-Gobain
Corporation. Mr. Cahouet is Chair of our
Audit Committee and a member of our
Governance Committee.
Charles J. Queenan, Jr. Charles J. Queenan, Jr. is Senior
Senior Counsel, Kirkpatrick & Lockhart LLP Counsel to Kirkpatrick & Lockhart LLP,
Director since 1999 attorneys-at-law. Prior to January 1996,
Age: 70 he was a partner of that firm. He is
also a director of ATI, Water Pik
Technologies, Inc. and Crane Co. Mr.
Queenan is Chair of our Personnel and
Compensation Committee.
CONTINUING DIRECTORS -- TERMS EXPIRE AT 2003 ANNUAL MEETING (CLASS I)
Diane C. Creel Diane C. Creel is Chief Executive
President and Chief Executive Officer of Officer and President of Earth Tech, an
Earth Tech international consulting engineering
Director since 1999 firm. Ms. Creel is also a director of
Age: 52 ATI and The B.F. Goodrich Company and a
member of the Boards of the Corporations
and Trusts that comprise the Fixed
Income funds of the American Funds
Group. Ms. Creel is a member of our
Personnel and Compensation Committee and
our Governance Committee.
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C. Fred Fetterolf C. Fred Fetterolf was President and
Retired President and Chief Operating Officer Chief Operating Officer of Alcoa, Inc.
of Alcoa, Inc. prior to his retirement in 1991. He is
Director since 1999 also a director of ATI, Commonwealth
Age: 72 Industries, Dentsply International Inc.
and Union Carbide Corporation. Mr.
Fetterolf is Chair of our Governance
Committee and a member of our Personnel
and Compensation Committee.
COMMITTEES OF OUR BOARD OF DIRECTORS
Our Board of Directors has established an Audit Committee, a Governance
Committee and a Personnel and Compensation Committee. From time to time, our
Board of Directors may establish other committees.
AUDIT COMMITTEE
The members of the Audit Committee are:
Frank V. Cahouet, Chair
Robert P. Bozzone
Paul S. Brentlinger
The Audit Committee held five meetings in 2000.
The primary responsibility of the Audit Committee is to assist the Board in
monitoring the integrity of our financial statements and the independence of our
external auditors. In carrying out its responsibility, the Audit Committee
undertakes to do many things, including:
- Making recommendations to the Board of Directors regarding the
appointment of the independent auditor to audit the books, records and
accounts of the Company.
- Evaluating the performance of the independent auditor.
- Receiving written periodic reports from the independent auditor
delineating all relationships between the independent auditor and the
Company.
- Reviewing with the independent auditor any problems or difficulties the
auditor may have encountered and any management letter provided by the
auditor and the Company's response to that letter.
- Reviewing the Company's annual audited financial statements and the
report thereon with the independent auditor and management prior to
publication of such statements.
- Reviewing with management and the independent auditor the Company's
quarterly financial statements prior to the release of quarterly
earnings.
- Reviewing major changes to the Company's auditing and accounting
principles and practices as suggested by the independent auditor,
internal auditors or management.
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- Meeting periodically with management to review the Company's financial
risk exposures and the steps management has taken to monitor and control
such exposures.
- Reviewing with the Company's General Counsel legal matters that may have
a material impact on the financial statements, the Company's compliance
policies and any material reports or inquiries received from regulators
or governmental agencies.
The Audit Committee recently revised its charter. A copy of this revised
charter is attached to this Proxy Statement as Annex A. The Audit Committee
meets the size, independence and experience requirements of the New York Stock
Exchange.
The report of the Audit Committee is included under "Item 2 on Proxy
Card -- Ratification of Independent Auditors."
GOVERNANCE COMMITTEE
The members of the Governance Committee are:
C. Fred Fetterolf, Chair
Frank V. Cahouet
Diane C. Creel
Michael T. Smith
The Governance Committee had two meetings in 2000.
The Governance Committee undertakes to:
- Make recommendations to the Board of Directors with respect to candidates
for nomination as new Board members and with respect to incumbent
directors for nomination as continuing board members.
- Make recommendations to the Board of Directors concerning the memberships
of committees of the Board and the Chairpersons of the respective
committees.
- Make recommendations to the Board of Directors with respect to the
remuneration paid and benefits provided to members of the Board in
connection with their service on the Board and its committees.
- Administer our formal compensation programs for directors, including the
Teledyne Technologies Incorporated 1999 Non-Employee Director Stock
Compensation Plan.
- Make recommendations to the Board of Directors concerning the
composition, organization and operations of the Board of Directors,
including the orientation of new members and the flow of information.
- Evaluate Board tenure policies as well as policies covering the
retirement or resignation of incumbent directors.
The Governance Committee will consider stockholder recommendations for
nominees for director. Any stockholders interested in suggesting a nominee
should follow the procedures outlined in "Other Information -- 2002 Annual
Meeting and Stockholder Proposals."
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PERSONNEL AND COMPENSATION COMMITTEE
The members of the Personnel and Compensation Committee are:
Charles J. Queenan, Jr., Chair
Diane C. Creel
C. Fred Fetterolf
Michael T. Smith
The Personnel and Compensation Committee held five meetings in 2000 and
acted by unanimous written consent on one occasion.
The Personnel and Compensation Committee's principal responsibilities
include:
- Making recommendations to the Board of Directors concerning general
executive management organizational matters.
- Making recommendations to the Board of Directors concerning compensation
and benefits for employees who are also our directors, consult with our
Chief Executive Officer on compensation and benefit matters relating to
other executive officers who are required to file reports under Section
16 of the Securities Exchange Act of 1934, as amended, and make
recommendations to the Board of Directors concerning compensation
policies and procedures relating to our executive officers.
- Making recommendations to the Board of Directors concerning policy
matters relating to employee benefits and employee benefit plans.
- Administering our formal incentive compensation plans.
DIRECTOR COMPENSATION
Directors who are not our employees are paid an annual retainer fee of
$24,000. Directors are also paid $1,200 for each Board meeting and $1,000 for
each committee meeting attended. Each non-employee chair of a committee is paid
an annual fee of $2,500. Directors who are our employees do not receive any
compensation for their services on our Board or its committees.
The non-employee directors also participate in the Teledyne Technologies
Incorporated 1999 Non-Employee Director Stock Compensation Plan, as amended (the
"Director Stock Plan"). The purpose of the Director Stock Plan is to provide
non-employee directors with an increased personal interest in our performance.
Under the Director Stock Plan, options to purchase 2,000 shares of our
Common Stock were granted to then non-employee directors on the date of our
spin-off from ATI and at the conclusion of our 2000 Annual Meeting. Under the
Director Stock Plan, from and after the 2001 Annual Meeting, options to purchase
4,000 shares of our Common Stock will be granted at the conclusion of each
Annual Meeting of Stockholders. If a non-employee director first becomes a
director on a date other than an Annual Meeting date, an option covering 2,000
shares of our Common Stock will be granted to such non-employee director on his
or her first date of Board service. The purchase price of our Common Stock
covered by these options is the fair market value of our Common Stock on the
date the option is granted.
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The Director Stock Plan provides that each non-employee director will
receive at least 25% of the annual retainer fee in the form of our Common Stock
and/or options to acquire our Common Stock. Each director may elect a greater
percentage (in 25% increments). A director may also elect to defer 25%, 50% or
75% of the annual retainer under our Executive Deferred Compensation Plan.
Options granted under this part of the Director Stock Plan are intended to
provide each electing director with options having an exercise value on the date
of grant equal to the foregone fees; that is, the difference between the
exercise price and the market price of the underlying shares of Common Stock on
the date of grant is intended to be equal to the foregone fees.
Effective in 2001, under the Director Stock Plan, directors may elect to
have all of their meeting fees paid in all cash, all stock or all options.
ITEM 2 ON PROXY CARD --
RATIFICATION OF INDEPENDENT AUDITORS
Ernst & Young LLP ("Ernst & Young") has served as independent auditors for
the Company since the November 29, 1999 spin-off. Ernst & Young had served as
independent auditors for ATI since August 15, 1996, when Allegheny Ludlum
Corporation combined with Teledyne, Inc. Prior to the combination, it had served
as independent auditors of Allegheny Ludlum Corporation since 1980. The Board of
Directors believes that Ernst & Young is knowledgeable about the Company's
operations and accounting practices and is well qualified to act in the capacity
of independent auditors.
The proposal to ratify the selection of Ernst & Young will be approved by
the stockholders if it receives the affirmative vote of a majority of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the proposal. If you sign and return your proxy card, your shares will be voted
(unless you indicate to the contrary) to ratify the selection of Ernst & Young
as independent auditors for 2001. If you specifically abstain from voting on the
proposal, your shares will, in effect, be voted against the proposal. Broker
non-votes will not be counted as being entitled to vote on the proposal and will
not affect the outcome of the vote. If the stockholders do not ratify the
selection of Ernst & Young, the Board will reconsider the appointment of
independent auditors. It is expected that representatives of Ernst & Young will
be present at the meeting and will have an opportunity to make a statement and
respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR RATIFICATION OF THE SELECTION
OF THE INDEPENDENT AUDITORS.
AUDIT AND ALL OTHER FEES
Ernst & Young's fees for preparing our 2000 annual audit (including
quarterly reviews) were $416,000.
In 2000, Ernst & Young did not render services to the Company with respect
to financial information systems design and implementation.
Fees for audited-related services that Ernst & Young provided for us during
2000, which included services in respect of our underwritten public offering,
totaled $357,000. Fees for all other nonaudit services totaled $402,000. Our
Audit Committee has considered
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whether such services that Ernst & Young provides are compatible with
maintaining Ernst & Young's independence as auditors.
AUDIT COMMITTEE REPORT
The following report of the Audit Committee is included in accordance with
the rules and regulations of the Securities and Exchange Commission. It is not
incorporated by reference into any of the Company's registration statements
under the Securities Act of 1933.
REPORT OF AUDIT COMMITTEE
The following is the report of the Audit Committee with respect to the
audited financial statements for the fiscal year ended December 31, 2000 (the
"Financial Statements") of Teledyne Technologies Incorporated (the "Company").
The responsibilities of the Audit Committee are set forth in the Audit
Committee Charter, which has been adopted by the Board of Directors and is
attached to this Proxy Statement as Annex A. The Audit Committee is comprised of
three directors, all of whom meet the independence requirements under applicable
provisions of the New York Stock Exchange listing standards.
Management is responsible for the Company's internal controls and financial
reporting process. Ernst & Young LLP ("Ernst & Young"), the Company's
independent accountants, are responsible for performing an independent audit of
the Company's Financial Statements. The Audit Committee reviewed and discussed
the Company's Financial Statements with management and Ernst & Young, and
discussed with Ernst & Young the matters required to be discussed by Statement
of Auditing Standards No. 61 (Communication with Audit Committees). The Audit
Committee has received from Ernst & Young appropriate disclosures regarding
Ernst & Young's independence as required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees). Based on these
reviews and discussions, the Audit Committee recommended to the Board of
Directors that the Financial Statements be included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000 for filing with the
Securities and Exchange Commission.
Submitted by the Audit Committee of the Board of Directors:
Frank V. Cahouet, Chair
Robert P. Bozzone
Paul S. Brentlinger
February 21, 2001
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OTHER BUSINESS
The Company knows of no business that may be presented for consideration at
the meeting other than the two action items indicated in the Notice of Annual
Meeting. If other matters are properly presented at the meeting, the persons
designated as proxies in your proxy card may vote at their discretion.
Following adjournment of the formal business meeting, Dr. Robert Mehrabian,
Chairman, President and Chief Executive Officer of TDY, will address the meeting
and will hold a general discussion period during which the stockholders will
have an opportunity to ask questions about the Company and its business.
STOCK OWNERSHIP INFORMATION
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The rules of the Securities and Exchange Commission require that Teledyne
Technologies disclose late filings of reports of stock ownership (and changes in
stock ownership) by its directors and statutory insiders. To the best of the
Company's knowledge, all of the filings for the Company's directors and
statutory insiders were made on a timely basis in 2000.
FIVE PERCENT OWNERS OF COMMON STOCK
The following table sets forth the number of shares of our Common Stock
owned beneficially by each person known to us who owns beneficially more than
five percent of our outstanding Common Stock. As of February 15, 2001, the
Company had received notice that the individuals and entities listed in the
following table are beneficial owners of five percent or more of TDY Common
Stock.
In general, "beneficial ownership" includes those shares a person has the
power to vote or transfer, and options to acquire Common Stock that are
exercisable currently or within 60 days.
NUMBER OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OF CLASS
------------------------------------ --------- --------
Firsthand Capital Management, Inc.(1)............. 2,288,400 7.2%
125 South Market
San Jose, CA 95113
Richard P. Simmons(2)............................. 2,281,471 7.2%
Birchmere
Quaker Hollow Road
Sewickley, PA 15143
Singleton Group LLC(3)............................ 1,999,990 6.3%
335 North Maple Drive, Suite 177
Beverly Hills, CA 90210
- -------------------------
1. Firsthand Capital Management, Inc., an investment adviser, and Kevin Michael
Landis filed a joint Schedule 13G on February 14, 2001. Mr. Landis reported
that he has sole voting and sole dispositive power of all 2,288,400 shares
held by Firsthand Capital Management, Inc., as its control person, but
disclaims beneficial ownership of all shares held by Firsthand Capital
Management, Inc.
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2. Mr. Simmons filed an amendment to his Schedule 13G on February 13, 2001. Mr.
Simmons reports that he has the sole power to direct the voting and the
disposition of 2,247,486 shares. Mr. Simmons disclaims beneficial ownership
of 33,985 shares, shown in the table, that are owned by R.P. Simmons Family
Foundation, a private charitable foundation with respect to which Mr. Simmons
serves as trustee.
3. Singleton Group LLC, jointly with William W. Singleton, Carolyn W. Singleton
and Donald E. Rugg, filed a Schedule 13G on April 19, 2000. Mr. Singleton,
Mrs. Singleton and Mr. Rugg reported that they share voting and dispositive
power with respect to 1,999,990 shares in their capacities as managers of
Singleton Group LLC. Mr. Rugg reported that he owns an additional 45 shares
of TDY Common Stock directly, with respect to which he has sole voting and
dispositive power.
STOCK OWNERSHIP OF MANAGEMENT
The following table shows the number of shares of Common Stock reported to
the Company as beneficially owned by (i) each of our directors and named
executive officers and (ii) all of our directors and executive officers as a
group, in each case based upon the beneficial ownership of such persons of
Common Stock as reported to us as of February 15, 2001, including shares as to
which a right to acquire ownership exists (for example, through the exercise of
stock options) within the meaning of Rule 13d-3(d)(1) under the Securities
Exchange Act of 1934.
NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES CLASS
---------------- --------- ----------
Robert Mehrabian.................................. 248,841 *
Robert L. Naglieri................................ 0 *
John T. Kuelbs.................................... 40,972(1) *
Nickolas L. Blauwiekel............................ 6,667 *
Dale A. Schnittjer................................ 44,188 *
Robert P. Bozzone................................. 761,697(1) 2.4%
Paul S. Brentlinger............................... 10,456(1) *
Frank V. Cahouet.................................. 8,195 *
Michael T. Smith.................................. 403(2) *
Diane C. Creel.................................... 2,959 *
C. Fred Fetterolf................................. 6,608(1) *
Charles J. Queenan, Jr. .......................... 107,985(1) *
All directors and executive officers as a group
(11 persons)(3)................................. 1,232,304 3.9%
- -------------------------
1. The amounts shown include shares to which beneficial ownership is disclaimed
as follows: 2,000 shares owned by Mr. Kuelbs's wife; 34,285 shares owned by
Mr. Bozzone's wife; 28 shares held by Mr. Brentlinger's wife; 371 shares
owned by the Fetterolf Family Foundation; and 10,028 shares owned by Mr.
Queenan's wife.
2. Excludes an aggregate of 163 shares of Common Stock paid under the Director
Stock Plan for attending meetings of the Personnel and Compensation Committee
and the Governance Committee on February 20, 2001 and a meeting of the Board
of Directors on February 21, 2001.
3. Excludes Mr. Blauwiekel who is included as a named executive officer, but
whose employment terminated on February 6, 2001.
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2000 REPORT ON EXECUTIVE COMPENSATION
This report on executive compensation is furnished by the Personnel and
Compensation Committee (the "Committee") of the Board of Directors of Teledyne
Technologies Incorporated ("TDY" or the "Company"). This report acknowledges the
resignation of Nickolas L. Blauwiekel as Vice President, Human Resources of TDY,
effective February 6, 2001. This report is not incorporated by reference into
any of the Company's registration statements filed under the Securities Act of
1933.
Effective November 29, 1999, the Company was spun-off from Allegheny
Teledyne Incorporated, now known as Allegheny Technologies Incorporated ("ATI").
In connection with the spin-off, TDY's executive compensation program was
established, having its genesis in the program established by ATI. Pursuant to
the Employee Benefits Agreement dated November 29, 1999, between the Company and
ATI executed in connection with the spin-off (the "Employee Benefits
Agreement"), the Company was contractually required to take various actions with
respect to certain executive benefit plans and programs. Since the spin-off, the
Committee has approved various modifications to the Company's executive
compensation program to enable the Company to be more competitive and aligned
with high technology businesses and, thus, better assure attraction and
retention of quality management. The Committee did not engage any outside
executive compensation consultant with respect to TDY's current executive
compensation program. In 2000, however, Watson Wyatt & Company and Hewitt
Associates LLC each provided TDY with market executive pay and other data. The
Committee also considered publicly available market and other data on executive
compensation matters.
EXECUTIVE COMPENSATION PHILOSOPHY
The Committee has determined that total compensation for TDY executives
would be comprised of three general characteristics:
- It will be competitive in the aggregate, using a set of business and
labor market competitors (by industry segment, as appropriate) to gauge
the competitive market place.
- It will be performance oriented, with a substantial portion of the total
compensation tied to internal and external measures of Company
performance.
- It will promote long-term careers at TDY.
Consistent with these characteristics, the Committee adopted the following
policy for base salaries, short-term incentives and long-term incentives.
BASE SALARY. Base salary for all management positions will be at the unit's
industry/ market median for comparable positions unless there are sound reasons,
such as competitive factors, for varying significantly from industry medians.
"Judgment" will always be the guiding factor in base salary determinations, as
well as any other compensation issue. No system should be so rigid that it
prevents the use of judgment.
SHORT-TERM INCENTIVES. Annual Incentive Plan ("AIP") awards will allow for
competitive cash compensation, based on the achievement of predefined
performance measures, with up to 200 percent of the target award paid in the
case of significant over-achievement. The majority of the award will be based on
financial performance achievement, with a smaller portion tied to the
achievement of pre-established individual goals. For 2000, 40 percent of the AIP
award was tied to the achievement of
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predetermined levels of operating profit, 25 percent to the achievement of
predetermined levels of revenue, 15 percent to the achievement of predetermined
levels of managed working capital and 20 percent to the achievement of specific
individual performance objectives. A discretionary adjustment of plus or minus
20 percent is allowed, though aggregate upward adjustments will not exceed 5
percent. All awards are paid from a pool equal to 7.5 percent of operating
profit, subject to modification by the Committee. No AIP bonus will be earned
unless operating profit is positive, after accruing for bonus payments, and
operating profit is at least 75 percent of the operating plan, subject in each
case to modification by the Committee.
LONG-TERM INCENTIVES. Long-term incentives consist of three components:
Stock options are to be awarded annually to all key employees who are
nominated by management to receive an award and whose award is approved by the
Committee. In practice, the amount of the award generally depends on the
executive's salary grade and position.
A three-year Performance Share Program ("PSP") opportunity, with a new
"cycle" beginning every three years, is available to selected officers and key
executives. The PSP provides grants of performance share units, which key
Company officers and executives may earn if specified performance objectives are
met over a three-year period. Forty percent of the PSP award is based on the
achievement of specified levels of operating profit, 30 percent on the
achievement of specified levels of revenue and 30 percent on the achievement of
specified levels of return to shareholders. For the three-year aggregate return
to shareholders performance measure, the S&P SmallCap 600 Index (in which TDY is
included) is the benchmark. No awards are made if the three-year aggregate
operating profit is less than 75 percent of target. A maximum of 200 percent for
each component can be earned if 120 percent of the target is achieved. Awards
are generally paid to the participants in three annual installments after the
conclusion of the performance cycle so long as they remain employed by TDY (with
exceptions for retirement, disability and death). If the units are earned,
two-thirds will be paid in TDY Common Stock and one-third will be paid in cash.
A Restricted Stock Award Program ("RSAP") opportunity has also been
established for selected officers and key executives, which was approved and
adopted by the Committee in 2000. The RSAP provides grants of "restricted stock"
each calendar year to selected officers and key executives at an aggregate fair
market value equal to 30 percent of each recipient's annual base salary as of
the date of the grant, unless otherwise determined by the Committee. The
restrictions are subject to both a time-based and performance-based component.
In general, the "restricted period" for each grant of restricted stock extends
from the date of the grant to the third anniversary of such date, with the
restrictions lapsing on the third anniversary. However, if the Company fails to
meet certain minimum performance goals for a multi-year performance cycle
(typically three years) established by the Committee as applicable to a
restricted stock award, then all of the restricted stock is forfeited. If the
Company achieves the minimum established performance goals, but fails to attain
an aggregate level of 100 percent of the targeted performance goals, then a
portion of the restricted stock would be forfeited.
A participant cannot transfer the restricted stock during the restricted
period. In addition, during the restricted period, restricted stock will be
forfeited upon a participant's termination of employment for any reason.
However, if the participant dies, becomes disabled or retires prior to the
expiration of the applicable performance cycle, the amount
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of the participant's restricted stock that is not subject to forfeiture at the
end of the performance cycle will be pro-rated for the portion of the
performance cycle completed by the participant prior to his death, disability or
retirement and that amount will become vested at the end of the performance
cycle. Upon expiration of the restricted period without a forfeiture, the
Company will deliver to the recipient of restricted stock one or more stock
certificates for the appropriate number of shares of Company common stock, as
determined by the Committee based on achievement of the specified performance
objectives. The RSAP replaces, and is the successor to, the Stock Acquisition
and Retention Program established by ATI (the "ATI SARP"), which the Company
assumed in part in connection with the spin-off.
2000 COMPENSATION
SHORT-TERM INCENTIVES
ANNUAL INCENTIVE PLAN. In 2000, awards under the AIP ranged from zero to
140 percent of the target incentives because the targets and levels of
achievement varied by business unit. For 2000, 40 percent of the award was tied
to the achievement of predetermined levels of operating profit, 25 percent to
the achievement of predetermined levels of revenue, 15 percent to the
achievement of predetermined levels of managed working capital and 20 percent to
the achievement of specific individual performance objectives. The bonus column
of the Summary Compensation Table contains the award for 2000 for each of the
named executive officers.
LONG-TERM INCENTIVES
STOCK OPTIONS. The Company made one annual award of stock options at the
beginning of 2000 under the Teledyne Technologies Incorporated 1999 Incentive
Plan, as amended (the "1999 Incentive Plan"). In addition, during 2000, stock
options were granted to Nickolas L. Blauwiekel (20,000 shares) and Robert J.
Naglieri (20,000 shares) when they first joined TDY and were granted to selected
other key employees, primarily as part of recruitment and retention initiatives.
PERFORMANCE SHARE PROGRAM. The Company's first three-year "cycle" under the
PSP commenced January 1, 2000. As described above, the PSP award is based on
achievement of specified levels of operating profit, revenue, and return to
shareholders during the three-year period. Of the named executive officers in
the Summary Compensation Table, only Dr. Mehrabian, Mr. Naglieri, Mr. Kuelbs,
and Mr. Schnittjer are participating in the PSP.
In 2000, the Company made the first installment payment of awards under the
shortened ATI Performance Share Program assumed in the spin-off by the Company
under the Employee Benefits Agreement. An aggregate of 41,711 shares was issued
to 19 participants. Of the named executive officers in the Summary Compensation
Table, only Dr. Mehrabian (7,646 shares) and Mr. Schnittjer (1,807 shares)
participated in this program.
RESTRICTED STOCK AWARD PROGRAM. The Company granted restricted stock
pursuant to the RSAP to selected officers and key executives. Each selected
officer and key executive received a grant of restricted stock with an aggregate
fair market value equal to 30 percent of his or her annual base salary as of the
date of the grant. The performance period for such restricted stock grants ends
December 31, 2002. In order for the recipients of grants to retain the
restricted stock, the Company must achieve specified levels of operating
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profit, revenue, and return to shareholders. Under this program, an aggregate of
50,741 shares of restricted stock is currently issued and outstanding (excluding
3,576 shares forfeited by Mr. Blauwiekel as a result of the termination of his
employment). Of the named executive officers in the Summary Compensation Table,
only Dr. Mehrabian (9,619 restricted shares), Mr. Kuelbs (5,306 restricted
shares), and Mr. Schnittjer (2,980 restricted shares) are participating in the
RSAP with respect to the 2000 grant.
ATI SARP. As a result of the spin-off, under the Employee Benefits
Agreement, seven TDY executives who had purchased or designated shares of ATI
stock under the ATI SARP received distributions of common stock of TDY and Water
Pik Technologies, Inc. ("Water Pik") on the purchased or designated ATI shares.
The shares that they received in the spin-off as well as the original shares
continue to be held as collateral for loans for purchased shares, all of which
were retained by ATI, until the loans are fully paid. Restricted shares issued
under the ATI SARP were converted into shares of TDY Common Stock and continue
to bear the restrictions set forth in the original ATI SARP. In 2000, the
Committee took action to permit TDY executives who participated in the ATI SARP
to use ATI and Water Pik shares that they had purchased under the ATI SARP to
pay down loans for purchased shares, whether or not such shares had been held
for five years as otherwise required by the ATI SARP. The Committee also
released the transfer restrictions on ATI and Water Pik shares that TDY
participants held as designated stock under the ATI SARP. Shares of TDY Common
Stock that were purchased or designated under the ATI SARP continue to be held
in accordance with the ATI SARP.
CHANGE IN CONTROL SEVERANCE AGREEMENTS
After the spin-off, the Committee recommended and the Board of Directors
approved Change in Control Severance Agreements for the named executive officers
(other than Mr. Naglieri) and selected other key executives. Mr. Naglieri's
Agreement was approved when he joined the Company in October 2000. In entering
into the Agreements, the Committee desired to assure that TDY will have the
continued dedication of certain executives and the availability of their advice
and counsel, notwithstanding the possibility of a change in control, and to
induce such executives to remain in the employ of the Company. The Committee
believes that, should the possibility of a change in control arise, it
imperative that TDY be able to receive and rely upon its executives' advice, if
requested, as to the best interests of the Company and its stockholders without
the concern that he or she might be distracted by the personal uncertainties and
risks created by the possibility of a change in control. The Committee also
considered arrangements offered to similarly situated executives of comparable
companies. The Agreements have a three-year, automatically renewing term. The
executive is entitled to severance benefits if (1) there is a change in control
of the Company and (2) within three months before or 24 months after the change
in control, either the Company terminates the executive's employment for reasons
other than cause or the executive terminates the employment for good reason.
"Severance benefits" consist of:
- A cash payment equal to three times (in the case of Dr. Mehrabian and
Messrs. Kuelbs and Naglieri and three other executives) or two times (in
the case of Mr. Schnittjer and seven other executives) the sum of (i) the
executive's highest annual base salary within the year preceding the
change in control and (ii) the AIP bonus target for the year in which the
change in control occurs or the year immediately preceding the change in
control, whichever is higher.
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- A cash payment for the current AIP bonus based on the fraction of the
year worked times the AIP target objectives at 120 percent (with payment
of the prior year bonus if not yet paid).
- Payment in cash for unpaid PSP awards, assuming applicable goals are met
at 120 percent of performance.
- Continued equivalent health and welfare (e.g., medical, dental, vision,
life insurance and disability) benefits at TDY's expense for a period of
36 months after termination (with the executive bearing any portion of
the cost the executive bore prior to the change in control); provided,
however, such benefits would be discontinued to the extent the executive
receives similar benefits from a subsequent employer.
- Immediate vesting of all stock options, with options being exercisable
for the full remaining term.
- Removal of restrictions on restricted stock issued by the Company under
any Stock Acquisition and Retention Program or any replacement plans
(i.e. the Restricted Stock Award Program).
- Full vesting under the Company's pension plans (within legal parameters).
- Up to $25,000 reimbursement for actual professional outplacement
services.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
EMPLOYMENT AGREEMENT. The Company and Robert Mehrabian, Chairman, President
and Chief Executive Officer, are parties to an Employment Agreement dated as of
December 21, 1999 (the "Employment Agreement"), which was recommended and
approved by the Committee. The Employment Agreement provides that the Company
shall employ him as the President and Chief Executive Officer and supplements
his Change in Control Severance Agreement of the same date. The Employment
Agreement terminates on December 31, 2001, but will automatically be extended
annually unless either party gives the other written notice prior to October 31
of such term that it will not be extended.
BASE SALARY AND BONUS. The Committee determined the 2000 compensation of
Dr. Mehrabian in accordance with the general compensation philosophy described
above. In setting Dr. Mehrabian's base salary at $565,000 for fiscal year 2000,
the Committee considered base salaries of comparably situated executives,
finding that Dr. Mehrabian's base salary was within the median range.
Dr. Mehrabian received an award of $465,127 under the Annual Incentive Plan
for 2000. In determining the AIP award to Dr. Mehrabian, the Committee
acknowledged and commended the efforts and leadership of Dr. Mehrabian. The
Committee recognized Dr. Mehrabian's leadership and perseverance in the timely
and successful completion of the Company's spin-off required public offering.
The Committee recognized Dr. Mehrabian's initiative and drive in developing the
Company's vision and strategic growth plan, including the actions undertaken in
the optoelectronics area to meet that plan, as well as the divestiture of the
Cast Parts business. The Committee also reviewed the AIP award paid to Dr.
Mehrabian by ATI and TDY in 1999 and 2000, respectively. In arriving at the
award amount, the Committee considered Dr. Mehrabian's performance in
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light of the Company's performance against targeted levels of operating profit,
revenue and management working capital. The Committee noted that:
- the Company's operating profit was 76.98 percent of plan.
- the Company's revenue was 96.61 percent of plan;
- the Company's managed working capital was 94.56 percent of plan; and
- Dr. Mehrabian had achieved 120 percent of his individual goals.
STOCK OPTIONS. On January 25, 2000, the Committee awarded Dr. Mehrabian
options to purchase 60,000 shares of the Company's common stock. As with other
grants under the 1999 Incentive Plan on that date, Dr. Mehrabian's options have
a per share exercise price of $9.67, are exercisable in one-third increments
commencing on January 25, 2001, and have a 10-year term. The Committee
authorized this grant to Dr. Mehrabian as a means of appropriately rewarding him
in light of the Company's performance and his efforts and leadership of the
Company.
PERFORMANCE SHARE PROGRAM. As described above, Dr. Mehrabian participated
in the PSP during fiscal year 2000. Compensation to be awarded under this plan
will be determined based on Company performance through December 31, 2002, which
is the end of the three-year performance period established under the PSP.
RESTRICTED STOCK AWARD PROGRAM. As described above, Dr. Mehrabian
participated in the RSAP during fiscal year 2000. The Company granted Dr.
Mehrabian 9,619 shares of restricted common stock, which was equivalent to 30
percent of his annual base salary as of the date of the grant. The number of
shares of common stock that Dr. Mehrabian will ultimately receive under this
plan will be determined based on Company performance through December 31, 2002,
which is the end of the three-year performance period for his restricted stock
award established by the Committee.
PENSION ARRANGEMENTS. The Employment Agreement provides Dr. Mehrabian with
a non-qualified pension arrangement, continuing his agreement with ATI. The
Company has agreed to pay Dr. Mehrabian following his retirement, as payments
supplemental to any accrued pension under the Company's qualified pension plan,
an annual amount equal to 50 percent of his base compensation as in effect at
retirement. The number of years for which such annual amount shall be paid will
be equal to the number of years of his service to TDY (including service to
ATI), but not more than 10 years.
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DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code imposes limits on tax
deductions for annual compensation paid to a chief executive officer and other
highly compensated officers unless the compensation qualifies as
"performance-based" or is otherwise exempt under the law. The 1999 Incentive
Plan is intended to meet the deductibility requirements of the regulations
promulgated under Section 162(m). However, the Committee may determine in any
year that it would be in the best interests of the Company for awards to be paid
under the 1999 Incentive Plan that would not satisfy the requirements of Section
162(m).
Submitted by the Personnel and Compensation Committee:
Charles J. Queenan, Jr., Chair
Diane C. Creel
C. Fred Fetterolf
Michael T. Smith
February 20, 2001
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Personnel and Compensation Committee of our Board of
Directors is an officer or employee of the Company. Mr. Queenan serves as senior
counsel to a law firm that provided services to the Company during 2000 and
currently provides services to the Company. Mr. Queenan does not participate in
the firm's earnings or profits. No other member of the Committee has a current
or prior relationship, and no officer who is a statutory insider of the Company
has a relationship to any other company, that is required to be described under
the Securities and Exchange Commission rules relating to disclosure of executive
compensation.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth information about the
compensation paid by TDY and, pre-spin-off, by ATI to our Chairman, President
and Chief Executive Officer for fiscal 2000, 1999, and 1998. It also sets forth
information about compensation paid to each of our officers who was required to
file reports under Section 16 of the Securities Exchange Act of 1934 (the "named
executive officers") for fiscal 2000.
Dr. Mehrabian, our Chairman, President and Chief Executive Officer, is the
only executive officer who was employed as an executive officer by ATI during
fiscal 1998. Mr. Schnittjer became an executive officer of TDY in connection
with the spin-off and has principally served as our Controller. Mr. Kuelbs
joined ATI in October 1999 in anticipation of the spin-off, while Mr. Blauwiekel
joined TDY post-spin-off in March 2000, and Mr. Naglieri joined TDY in October
2000. Mr. Blauwiekel resigned from his position with TDY in February 2001.
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------ ------------------------------------
OTHER ANNUAL RESTRICTED
NAME AND FISCAL COMPENSATION STOCK OPTIONS LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) AWARDS($) (SHARES) PAYOUTS($) COMPENSATION($)
------------------ ------------ --------- -------- ------------- ---------- -------- ------------ ---------------
Robert Mehrabian..... 2000 565,000 465,127 -- 169,505(2) 60,000 109,843(3) 300,742(4)
Chairman, President 1999 408,334 450,000 359,508(5) 166,566(6) 300,000 0 740,421(7)
and Chief Executive 1998 370,833 501,120 -- 170,991(6) 61,068(8) 0 226,492(9)
Officer
Robert J. Naglieri... 2000 75,000 29,589 -- 0 20,000 0 0
Senior Vice President (3 months)
and Chief Financial
Officer
John T. Kuelbs....... 2000 299,417 116,613 212,389(10) 93,502(2) 20,000 0 1,477(11)
Senior Vice
President, 1999 92,497 34,498 -- 0 70,000 0 0
(2 1/2
General Counsel and months)
Secretary
Dale A. Schnittjer... 2000 175,667 69,148 -- 52,513(2) 10,000 25,956(3) 3,046(12)
Controller 1999 144,655 65,113 -- 0 0 0 14,309(13)
Nickolas L.
Blauwiekel........... 2000 174,000 69,507 197,631(14) 63,016(2) 20,000 0 1,000(15)
Vice President, (10 months)
Human Resources
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1. In accordance with applicable regulations, the amounts do not include
perquisites and other personal benefits received by the named executive
officers because the aggregate value of such benefits did not exceed the
lesser of $50,000 or 10 percent of the total salary and bonus for the named
executive officers.
2. Represents the formula price ($17.621875) of TDY Common Stock on the award
date of restricted stock under the Restricted Stock Award Program. On July
25, 2000, under the Restricted Stock Award Program, Dr. Mehrabian and
Messrs. Kuelbs, Schnittjer and Blauwiekel received 9,619 shares, 5,306
shares, 2,980 shares and 3,576 shares, respectively. On December 31, 2000,
based on the closing price of such shares at December 29, 2000, the
restricted shares held by Dr. Mehrabian and Messrs. Kuelbs, Schnittjer and
Blauwiekel were valued at $227,249, $125,354, $70,403 and $84,483,
respectively. The restricted stock is subject to both time-based and
performance-based components, which may trigger forfeiture of all or some of
the restricted stock depending on the circumstances. In accordance with the
Program, Mr. Blauwiekel's restricted shares were forfeited in connection
with his termination of employment. While TDY currently does not intend to
pay dividends on its Common Stock, holders of restricted shares would
receive dividends if they were paid.
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3. Represents the first installment payment of awards under the shortened ATI
Performance Share Program. Dr. Mehrabian received $36,967 and 7,646 shares
of Common Stock. Mr. Schnittjer received $8,733 and 1,807 shares of Common
Stock. On December 31, 2000, based on the closing price of such shares at
December 29, 2000, such shares issued to Dr. Mehrabian and Mr. Schnittjer
were valued at $108,637 and $42,690, respectively.
4. Includes annual accruals for possible future payments to Dr. Mehrabian under
his supplemental pension arrangement in the amount of $288,250 and the
dollar value of the benefit to Dr. Mehrabian of company-paid premiums of
split-dollar life insurance in the amount of $12,492.
5. Includes one-time tax reimbursement of $353,658 relating to the ATI Stock
Acquisition and Retention Program.
6. Represents the closing market price on the award date of ATI restricted
stock awarded to Dr. Mehrabian under the ATI Stock Acquisition and Retention
Program. Such shares were converted into shares of TDY Common Stock in
connection with the spin-off. ATI had paid dividends on the restricted
shares. On December 31, 2000, the number of shares (and closing price of
such shares, if unrestricted, based on December 29, 2000) held by Dr.
Mehrabian under the Program were: 24,921 shares ($588,759). Prior to 1998,
Dr. Mehrabian was not eligible to participate in the Program.
7. Includes annual accruals for possible future payments to Dr. Mehrabian under
the ATI Supplemental Pension Plan in the amount of $314,846, company
contributions pursuant to the retirement portion of the ATI Retirement
Savings Plan in the amount of $10,400, company contributions to the ATI
Benefit Restoration Plan in the amount of $46,006, the dollar value of the
benefit to Dr. Mehrabian of company-paid premiums of split-dollar life
insurance in the amount of $11,960 and one-time non-cash imputed income of
$357,212 arising in connection with the ATI Stock Acquisition and Retention
Program.
8. Reflects options granted under ATI's Incentive Plan as converted into
options to purchase shares of TDY Common Stock in connection with the
spin-off. Does not include options awarded to Dr. Mehrabian in 1998 under
ATI's Non-Employee Director Stock Compensation Plan for his service as a
director of ATI before becoming an employee of ATI.
9. Includes annual accruals for possible future payments to Dr. Mehrabian under
the ATI Supplemental Pension Plan in the amount of $182,068, company
contributions pursuant to the retirement portion of the ATI Retirement
Savings Plan in the amount of $10,920, company contributions to the ATI
Benefit Restoration Plan in the amount of $24,104, and the dollar value of
the benefit to Dr. Mehrabian of the remainder of company-paid premiums for
split-dollar life insurance in the amount of $9,400.
10. Includes one-time relocation expenses of $206,487 (which includes tax
reimbursement of $62,089) and $5,902 in respect of a leased company car.
11. Includes $1,000 in company contributions pursuant to the Teledyne
Technologies Incorporated 401(k) Plan and $477 in respect of a death benefit
under the Teledyne Technologies Incorporated Executive Deferred Compensation
Plan.
12. Includes $1,000 in company contributions pursuant to the Teledyne
Technologies Incorporated 401(k) Plan, $1,200 in respect of the employer
matching contribution
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under The Stock Advantage Plan (Employee Stock Purchase Plan) and $846 in
respect of a death benefit under the Teledyne Technologies Incorporated
Executive Deferred Compensation Plan.
13. Includes company contributions pursuant to the retirement portion of the ATI
Retirement Savings Plan of $10,400 and company contributions to the ATI
Benefit Restoration Plan in the amount of $2,937.
14. Includes one-time relocation expenses of $194,688 (which includes tax
reimbursement of $57,138) and $2,943 in respect of a leased company car.
15. Represents $1,000 in company contributions pursuant to the Teledyne
Technologies Incorporated 401(k) Plan.
OPTION GRANTS IN LAST FISCAL YEAR
Shown below is information on grants to the named executive officers of
options to purchase TDY Common Stock pursuant to the 1999 Incentive Plan during
the year ended December 31, 2000. These grants are reflected in the Summary
Compensation Table.
POTENTIAL
REALIZABLE VALUE
INDIVIDUAL GRANTS AT ASSUMED RATES
------------------------------ OF STOCK PRICE
% OF TOTAL APPRECIATION FOR
NUMBER OF OPTIONS OPTION TERM(1)
SECURITIES GRANTED TO EXERCISE OR -----------------
UNDERLYING EMPLOYEES IN BASE PRICE EXPIRATION 5% 10%
NAME OPTIONS GRANTED FISCAL YEAR ($/SHARE) DATE $ $
---- --------------- ------------ ----------- ---------- ------- -------
Robert Mehrabian.............. 60,000 9.4 $ 9.67 1/25/2010 364,885 924,689
Robert J. Naglieri............ 20,000 3.1 $24.88 10/03/2010 312,937 793,046
John T. Kuelbs................ 20,000 3.1 $ 9.67 1/25/2010 121,628 308,230
Dale A. Schnittjer............ 10,000 1.6 $ 9.67 1/25/2010 60,814 154,115
Nickolas L. Blauwiekel........ 20,000 3.1 $ 8.81 3/9/2010(2) 110,811 280,817
- -------------------------
1. No gain to the optionee is possible without stock price appreciation, which
will benefit all stockholders commensurately. The assumed "potential
realizable values" are mathematically derived from certain prescribed rates
of stock price appreciation. The actual value of these option grants depends
on the future performance of TDY Common Stock and overall stock market
condition. There is no assurance that the values reflected in this table will
be realized.
2. Due to Mr. Blauwiekel's resignation in February 2001, 6,667 of the shares
underlying his options could be exercised though March 8, 2001. The remainder
of his options expired on February 6, 2001. Mr. Blauwiekel exercised his
options with respect to all 6,667 shares on February 20, 2001.
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AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
As shown in the table below, no options were exercised by the named
executive officers during 2000.
NUMBER OF SHARES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE FISCAL YEAR END(#) FISCAL YEAR END($)(2)
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ----------- ----------- ------------------------- -------------------------
Robert Mehrabian(1)......... 0 0 153,936/280,356 1,797,316/3,622,655
Robert L. Naglieri.......... 0 0 0/20,000 0/*
John T. Kuelbs.............. 0 0 7,000/83,000 94,701/1,108,286
Dale A. Schnittjer.......... 0 0 29,961/17,634 318,174/183,859
Nickolas L. Blauwiekel...... 0 0 0/20,000 0/273,175
- -------------------------
1. Includes options to purchase shares of TDY Common Stock converted from
options to purchase ATI common stock in connection with the spin-off under
the Employee Benefits Agreement, which included options granted to Dr.
Mehrabian under ATI's Non-Employee Director Stock Compensation Plan with
respect to his service as a non-employee director of ATI.
2. The "value of unexercised in-the-money options" is calculated by subtracting
the exercise price per share from $22 15/32, which was the average of the
high and low sale prices of a share of TDY Common Stock on the New York Stock
Exchange on December 29, 2000. The "*" denotes that the relevant options were
"out-of-the-money" at December 29, 2000, meaning the exercise price per share
was greater than $22 15/32.
ATI PERFORMANCE SHARE PROGRAM AWARDS
The following table sets forth information about awards for the three-year
award period made in 1998 under the ATI Performance Share Program, which, as a
result of the spin-off, and in accordance with the Employee Benefits Agreement,
was terminated and the award period shortened to cover the two-year period of
January 1, 1998 through December 31, 1999. The amounts included in the Estimated
Future Payouts columns represent the potential payment of TDY Common Stock and
cash to the named executive officers depending on whether they remain employed
by TDY (with exceptions for retirement, death and disability). The 2000 and 2001
payouts have been made.
ESTIMATED FUTURE PAYOUTS UNDER
NUMBER OF NON-STOCK PRICE-BASED PLANS
SHARES, PERFORMANCE -----------------------------------------
UNITS OR OR OTHER PERIOD 2000 2001 2002
OTHER UNTIL MATURATION PAYOUT PAYOUT PAYOUT
NAME RIGHTS(#) OR PAYOUT ($ OR #) ($ OR #) ($ OR #)
---- --------- --------------------------- ----------- ----------- -----------
Robert Mehrabian....... * 1998 - 1999 award period 7,646 shs. 7,646 shs. 7,645 shs.
(2000 - 2002 payout period) $ 36,967 $ 36,966 $ 36,966
Dale A. Schnittjer..... * 1998 - 1999 award period 1,807 shs. 1,806 shs. 1,806 shs.
(2000 - 2002 payout period) $ 8,733 $ 8,733 $ 8,732
- -------------------------
* The amount of the award is based on base salary at the beginning of the award
period. Two-thirds of the award is to be paid in TDY Common Stock, with the
number of shares based on a price of $9.67. One-third of the award is to be
paid in cash.
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TDY PERFORMANCE SHARE PLAN AWARDS
The following table sets forth estimated future payouts in the 2003 to 2005
payout period of TDY Common Stock and cash to the named executive officers
(other than Mr. Blauwiekel) under the Performance Share Plan. The amounts
included in the Estimated Future Payout columns represent the potential payments
of Common Stock and cash depending on the level of achievement (i.e., threshold,
target or maximum) of the performance goals for the three-year (2000 - 2002)
award period. The named executive officers will not receive any payment of
Common Stock or cash if TDY and/or the designated business unit do not achieve
the threshold level of performance objectives during the award period. Due to
Mr. Blauwiekel's resignation, Mr. Blauwiekel will not receive any payments under
this plan.
NUMBER OF ESTIMATED FUTURE PAYOUTS UNDER
SHARES, PERFORMANCE NON-STOCK PRICE-BASED PLANS
UNITS OR OR OTHER PERIOD ----------------------------------------------
OTHER UNTIL MATURATION THRESHOLD TARGET MAXIMUM
NAME RIGHTS(#) OR PAYOUT ($ OR #) ($ OR #) ($ OR #)
---- --------- --------------------------- ------------ ------------- -------------
Robert Mehrabian..... * 2000 - 2002 award period 12,940 shs. 51,760 shs. 103,520 shs.
(2003 - 2005 payout period) $ 62,500 $ 250,000 $ 500,000
Robert J. Naglieri... * 2000 - 2002 award period 4,852 shs. 19,410 shs. 38,820 shs.
(2003 - 2005 payout period) $ 23,438 $ 93,750 $ 187,500
John T. Kuelbs....... * 2000 - 2002 award period 5,931 shs. 23,723 shs. 47,447 shs.
(2003 - 2005 payout period) $ 28,646 $ 114,583 $ 229,167
Dale A. Schnittjer... * 2000 - 2002 award period 2,847 shs. 11,387 shs. 22,774 shs.
(2003 - 2005 payout period) $ 13,750 $ 55,000 $ 110,000
- -------------------------
* The amount of the award is based on the base salary at the beginning of the
award period. Two-thirds award is to be paid in TDY Common Stock, with the
number of shares based on the average of the high and low sale prices of a
share of Common Stock on the New York Stock Exchange on the date the award was
approved (July 25, 2000). One-third of the award is paid in cash. Mr.
Naglieri's amounts have been adjusted to reflect his joining the Company in
October 2000, partway into the award period.
PENSION PLAN
In connection with the spin-off, we adopted the Teledyne Technologies
Incorporated Pension Plan on terms substantially similar to the parts of the ATI
Pension Plan applicable to all of our employees, both active and inactive at our
operations which perform government contract work and for our active employees
at our operations which do not perform government contract work. The annual
benefits payable under these parts of the pension plans to participating
salaried employees retiring at or after age 65 is calculated under a formula
which takes into account the participant's compensation and years of service.
The Internal Revenue Code limits the amounts payable to participants under a
qualified pension plan. We have also adopted a Benefit Restoration Plan, which
is designed to restore benefits which would be payable under the pension plan
provisions but for the limits imposed by the Internal Revenue Code, to the
levels calculated pursuant to the formulas contained in the pension plan
provisions.
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The following table illustrates the approximate annual pension that may
become payable to a Teledyne Technologies employee in the higher salary
classifications under our regular and supplemental pension plans.
ESTIMATED ANNUAL PENSIONS(1)
AVERAGE ANNUAL PAY IN HIGHEST YEARS OF SERVICE(3)
60 MONTHS OF LAST 120 --------------------------------
MONTHS OF EMPLOYMENT(2) 15 20 30
- -------------------------------------- -------- -------- --------
$ 200,000................... $ 46,078 $ 61,437 $ 92,156
300,000................... 70,828 94,437 141,656
400,000................... 95,578 127,437 191,156
500,000................... 120,328 160,437 240,656
600,000................... 145,078 193,437 290,156
700,000................... 169,828 226,437 339,656
800,000................... 194,578 259,437 389,156
1,000,000................... 244,078 325,437 488,156
1,200,000................... 293,578 391,437 587,156
1,400,000................... 343,078 457,437 686,156
1,600,000................... 392,578 523,437 785,156
1,800,000................... 442,078 589,437 884,156
- -------------------------
1. The estimated amounts assume retirement at age 65 (normal retirement age)
with a straight-life annuity without reduction for a survivor annuity or for
optional benefits. They are not subject to reduction for Social Security
benefits.
2. For the period through December 31, 1994, for TDY employees who are in the
higher salary classifications, compensation for the purposes of the plan was
limited to an individual's base salary. Thereafter, plan compensation for
those employees includes base salary and up to five annual incentive payments
received on and after January 1, 1995.
3. The maximum amount of service credited under the pension provisions
applicable to our employees is 30 years of credited service, with some
exceptions.
EMPLOYMENT/CHANGE IN CONTROL AGREEMENTS
The Company has an Employment Agreement with Dr. Mehrabian, which provides
that the Company shall employ him as the President and Chief Executive Officer.
The agreement terminates on December 31, 2001, but will be extended annually
unless either party gives the other written notice prior to October 31 of each
year of such term that it will not be extended. Dr. Mehrabian has a base salary
of $565,000 for 2001. The agreement provides that Dr. Mehrabian is entitled to
participate in Teledyne Technologies' annual incentive bonus plan and other
executive compensation and benefit programs. The agreement provides Dr.
Mehrabian with a non-qualified pension arrangement, under which the Company will
pay Dr. Mehrabian following his retirement, as payments supplemental to any
accrued pension under our qualified pension plan, an amount equal to 50 percent
of his base compensation as in effect at retirement. The number of years for
which such annual amount shall be paid will be equal to the number of years of
his service to TDY (including service to ATI), but not more than 10 years.
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The Company has Change in Control Severance Agreements with Dr. Mehrabian,
Messrs. Naglieri, Kuelbs and Schnittjer and ten other current key employees. The
agreements have a three-year, automatically renewing term. Under the agreements,
the executive is entitled to severance benefits if (1) there is a change in
control of the Company and (2) within three months before or 24 months after the
change in control, either the Company terminates the executive's employment for
reasons other than for cause or the executive terminates the employment for good
reason. "Severance benefits" consist of:
- A cash payment equal to three times (in the case of Dr. Mehrabian,
Messrs. Naglieri and Kuelbs and three other executives) or two times (in
the case of Mr. Schnittjer and seven other executives) the sum of (i) the
executive's highest annual base salary within the year preceding the
change in control and (ii) the Annual Incentive Plan ("AIP") bonus target
for the year in which the change in control occurs or the year
immediately preceding the change in control, whichever is higher.
- A cash payment for the current AIP bonus based on the fraction of the
year worked times the AIP target objectives at 120 percent (with payment
of the prior year bonus if not yet paid).
- Payment in cash for unpaid Performance Share Plan awards, assuming
applicable goals are met at 120 percent of performance.
- Continued equivalent health and welfare (e.g., medical, dental, vision,
life insurance and disability) benefits at TDY's expense for a period of
36 months after termination (with the executive bearing any portion of
the cost the executive bore prior to the change in control); provided,
however, such benefits would be discontinued to the extent the executive
receives similar benefits from a subsequent employer.
- Immediate vesting of all stock options, with options being exercisable
for the full remaining term.
- Removal of restrictions on restricted stock issued by the Company under
any Stock Acquisition and Retention Program or any replacement plans
(i.e. the Restricted Stock Award Program).
- Full vesting under the Company's pension plans (within legal parameters).
- Up to $25,000 reimbursement for actual professional outplacement
services.
In connection with Mr. Blauwiekel's resignation in February 2001, the
Company agreed to pay him a cash severance equal to five months of Mr.
Blauwiekel's salary, an amount representing his annual incentive payment for
2000, and an additional lump sum cash payment of $25,000 and to accelerate the
vesting of a portion of his stock options along with granting him other
customary severance benefits. In exchange, Mr. Blauwiekel agreed to waive and
release the Company from any and all claims against TDY including any claims
under the Federal Age Discrimination and Employment Act of 1967.
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CERTAIN TRANSACTIONS
SPIN-OFF AGREEMENTS
We entered into several agreements with ATI in connection with the spin-off
under which we have continuing obligations, some of which are described below
and elsewhere in this Proxy Statement. These agreements are being described
because six of our eight directors are also directors of ATI.
SEPARATION AND DISTRIBUTION AGREEMENT. The Separation and Distribution
Agreement provided for the principal corporate transactions required to effect
the separation of our businesses from ATI, the spin-off and certain other
matters governing the relationship among us following the spin-off. The
agreement required that we initiate a public offering of our Common Stock within
eight months following the spin-off and complete the public offering within one
year following the spin-off. While we successfully and timely completed our
required public offering in the third quarter of 2000, we must continue to
satisfy the requirements, including using the approximately $84.0 million in net
proceeds in the manner contemplated by the tax-ruling issued by the Internal
Revenue Service. In addition, the Separation and Distribution Agreement provides
that until the third Annual Meeting of our stockholders held following the
spin-off, at least a majority of our directors will also be members of the Board
of Directors of ATI.
EMPLOYEE BENEFITS AGREEMENT. The Employee Benefit Agreement contains
various agreements between ATI and us concerning employees, pension and employee
benefit plans and other compensation arrangements for current and former
employees of our businesses.
Under the terms of the ATI Stock Acquisition and Retention Program, Dr.
Robert Mehrabian had delivered promissory notes, payable to ATI, as payment for
the purchase price of ATI common stock purchased under the program. Under the
Employee Benefits Agreement, notwithstanding the conversion of the restricted
ATI shares into restricted TDY Common Stock, the loans evidenced by the
promissory notes remain payable to ATI. As of December 31, 2000, Dr. Mehrabian
was indebted to ATI under this program in the amount of $412,200.29.
TAX SHARING AND INDEMNIFICATION AGREEMENT. The Tax Sharing and
Indemnification Agreement allocates certain federal, state, local and foreign
tax responsibilities and liabilities between ATI and us. This agreement provides
that we will indemnify ATI and its directors, officers, employees, agents and
representatives for any taxes imposed on, or other amounts paid by, them, or
ATI's stockholders, if we take actions or fail to take actions that result in
the spin-off not qualifying as a tax-free distribution.
INTERIM SERVICES AGREEMENT. Under the Interim Services Agreement, ATI
provided us with transitional administration and support services during 2000.
The Interim Services Agreement provides that we pay ATI a fee approximating
ATI's cost for such services plus 10 percent. Except for some minor assistance,
the provision of services by ATI under this agreement is essentially done.
TRADEMARK LICENSE AGREEMENT. Pursuant to the Trademark License Agreement,
an affiliate of ATI granted us an exclusive license to use the "Teledyne" name
and related logos, symbols and marks in connection with our operations. The
annual fee is $100,000
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for this license and on November 24, 2004, we have an option to purchase all
rights and interests in the Teledyne marks for $412,000.
OTHER RELATIONSHIPS
KIRKPATRICK & LOCKHART LLP. We retained the law firm of Kirkpatrick &
Lockhart LLP to perform services for the Company during 2000, and expect
additional services to continue in 2001. Charles J. Queenan, Jr., a member of
the Company's Board of Directors, is Senior Counsel to that law firm. See "2000
Report on Executive Compensation - Compensation Committee Interlocks and Insider
Participation."
MELLON BANK. Dr. Mehrabian is a director of Mellon Financial Corporation.
Mr. Cahouet had served as Chairman, President and Chief Executive Officer of
Mellon Financial Corporation and Mellon Bank, N.A., having retired on December
31, 1998. Mr. Cahouet ceased being a director of Mellon Financial Corporation on
April 18, 2000. We maintain various arms-length banking relationships with
Mellon Bank, N.A. Mellon Bank, N.A. is one of nine lenders under our $200
million credit facility, having committed to lend up to $33,750,000 under the
facility. Mellon Bank, N.A. also serves as trustee under the Teledyne
Technologies Incorporated Pension Plan. Mellon Investor Services LLC serves as
our transfer agent and registrar. Notwithstanding these relationships, our Board
of Directors has determined that Mr. Cahouet is "independent," within the
meaning of the rules of the New York Stock Exchange, to serve on the Audit
Committee of the Board of Directors.
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CUMULATIVE TOTAL STOCKHOLDER RETURN
The graph set forth below shows the cumulative total stockholder return
(i.e., price change plus reinvestment of dividends) on the Common Stock from
November 30, 1999, the first day of "regular way" trading in the Common Stock
following the spin-off through December 31, 2000, as compared to the Standard &
Poor's 500 Composite Index, the Standard & Poor's SmallCap 600 Index and the Dow
Jones Aerospace & Defense Index. The graph assumes that $100 was invested on
November 30, 1999.
In accordance with the rules of the Securities and Exchange Commission,
this presentation is not incorporated by reference into any of the Company's
registration statements under the Securities Act of 1933.
[PERFORMANCE GRAPH]
DOW JONES AEROSPACE
TELEDYNE TECHNOLOGIES S&P 500 S&P SMALL CAP 600 & DEFENSE
--------------------- ------- ----------------- -------------------
11/30/99 100 100 100 100
12/31/99 102 104 108 103
12/31/00 255 95 120 143
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OTHER INFORMATION
ANNUAL REPORT ON FORM 10-K
Copies of the Company's Annual Report on Form 10-K, without exhibits, can
be obtained without charge from the Senior Vice President, General Counsel and
Secretary, at Teledyne Technologies Incorporated, 2049 Century Park East, Suite
1500, Los Angeles, CA 90067, or (310) 551-4302.
2002 ANNUAL MEETING AND STOCKHOLDER PROPOSALS
Under Rule 14a-8 of the Securities and Exchange Commission, proposals of
stockholders intended to be presented at the 2002 Annual Meeting of Stockholders
must be received no later than November 15, 2001 for inclusion in the proxy
statement and proxy card for that meeting. In addition, the Company's Restated
Certificate of Incorporation provides that in order for nominations or other
business to be properly brought before an Annual Meeting by a stockholder, the
stockholder must give timely notice thereof in writing to the Corporate
Secretary. To be timely, a stockholder's notice must be delivered to the
Secretary not less than 75 days and not more than 90 days prior to the first
anniversary of the preceding year's Annual Meeting which, in the case of the
2002 Annual Meeting of Stockholders, would be no earlier than January 25, 2002
and no later than February 9, 2002. If, however, the date of the Annual Meeting
is advanced by more than 30 days or delayed by more than 60 days from such
anniversary date, to be timely, notice by the stockholder must be so delivered
not earlier than the 90th day prior to such Annual Meeting and not later than
the later of the 60th day prior to such Annual Meeting or the 10th day following
the day on which public announcement of the date of such meeting is first made.
The Company's Restated Certificate of Incorporation also requires that such
notice contain certain additional information. Copies of the Restated
Certificate of Incorporation can be obtained without charge from the Senior Vice
President, General Counsel and Secretary.
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PROXY SOLICITATION
The Company pays the cost of preparing, assembling and mailing this
proxy-soliciting material. We will reimburse banks, brokers and other nominee
holders for reasonable expenses they incur in sending these proxy materials to
our beneficial stockholders whose stock is registered in the nominee's name.
The Company has engaged Mellon Investor Services LLC to help solicit
proxies from brokers, banks and other nominee holders of the Common Stock at a
cost of $6,500, plus expenses. Our employees may also solicit proxies for no
additional compensation.
By Order of the Board of Directors,
/s/ JOHN T. KUELBS
John T. Kuelbs
Senior Vice President, General Counsel
and Secretary
March 15, 2001
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ANNEX A
AUDIT COMMITTEE CHARTER
(AS AMENDED AND RESTATED ON JANUARY 23, 2001)
The Board of Directors (the "Board") of Teledyne Technologies Incorporated
(the "Corporation") shall appoint the Audit Committee (the "Audit Committee")
which should be constituted and have the responsibility and authority as
described herein.
Composition
The Audit Committee shall meet the size, independence and experience
requirements of the New York Stock Exchange, as may be in effect from time to
time.
Responsibility
The Audit Committee's primary responsibility shall be to assist the Board
in monitoring the integrity of the financial statements of the Corporation and
the independence of the Corporation's external auditors.
In carrying out its responsibility, the Audit Committee shall undertake the
following activities:
1. Recommend to the Board, in advance of the annual meeting of the
stockholders, the appointment of the independent auditor to audit the
books, records and accounts of the Corporation. Such independent auditor is
ultimately accountable to the Board and the Audit Committee, as
representatives of the stockholders.
2. Evaluate the performance of the independent auditor and, if so
determined by the Audit Committee, recommend that the Board replace the
independent auditor.
3. Approve the fees to be paid to the independent auditor.
4. Receive written periodic reports from the independent auditor
delineating all relationships between the independent auditor and the
Corporation. This report shall be consistent with Independence Standards
Board Standard No. 1 regarding the auditor's independence. The Audit
Committee shall actively engage in dialogue with the independent auditor
with respect to any disclosed relationships or services that may impact the
objectivity and independence of the auditor, and if determined by the Audit
Committee, recommend that the Board take appropriate action to insure the
independence of the auditor.
5. Meet with the independent auditor prior to the audit to review the
planning of the audit.
6. Review with the independent auditor any problems or difficulties
the auditor may have encountered and any management letter provided by the
auditor and the Corporation's response to that letter. Such review should
include:
(a) Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to
required information.
(b) Any changes required in the planned scope of the internal
audit.
A-1
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(c) The internal audit department responsibilities, budget and
staffing related to the preparation of the financial statements.
7. Discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the conduct
of the audit.
8. Obtain from the independent auditor assurance that Section 10A of
the Securities Exchange Act of 1934 has been adhered to.
9. Review the Corporation's annual audited financial statements and
the report thereon with the independent auditor and management prior to the
publication of such statements.
10. Review with management and the independent auditor the
Corporation's quarterly financial statements prior to the release of
quarterly earnings.
11. Review an analysis prepared by management and the independent
auditor of significant financial reporting issues and judgments made in
connection with the preparation of the Corporation's financial statements.
12. Review major changes to the Corporation's auditing and accounting
principles and practices as suggested by the independent auditor, internal
auditors or management.
13. Meet periodically with management to review the Corporation's
major financial risk exposures and the steps that management has taken to
monitor and control such exposures.
14. Review the significant reports to management prepared by the
internal auditing department and management's responses.
15. Meet at least annually with the Chief Financial Officer, the
senior internal auditing executive and the independent auditor in separate
executive sessions.
16. Meet at least quarterly with the senior internal auditing
executive to discuss internal audits and findings. The senior internal
auditing executive shall directly (and separately) report to each of the
Chair of the Committee and the Chief Financial Officer of the Corporation.
The primary purpose of this dual reporting structure is to assure that
Chair of the Audit Committee has direct access to internal audit-related
information concerning the Corporation. It reflects the directive that the
Corporation's internal auditing department, through the senior internal
auditing executive, has responsibility to assure that important
audit-related issues are brought to the attention of the Chair of the Audit
Committee and ultimately the Audit Committee.
17. Review with the Corporation's General Counsel legal matters that
may have a material impact on the financial statements, the Corporation's
compliance policies and any material reports or inquiries received from
regulators or governmental agencies.
18. Prepare the report required by the rules of the Securities and
Exchange Commission to be included in the Corporation's annual proxy
statement.
19. Prepare the required written confirmation to the New York Stock
Exchange at least once a year or upon any changes to the composition of the
Audit Committee.
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20. Review and reassess the adequacy of this Charter annually and
submit it to the Board for approval.
The Audit Committee shall meet at least four times a year and make a report
to the Board following each meeting. The Audit Committee shall have the
authority to retain special legal, accounting or other advisors as it deems
necessary.
While the Audit Committee has the responsibility and authority set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Corporation's financial statements are complete
and accurate and are in accordance with generally accepted accounting
principles. This is the responsibility of management and the independent
auditor. Nor is it the duty of the Audit Committee to conduct investigations, to
resolve disagreements, if any, between management and the independent auditor or
to assure compliance with laws and regulations.
A-3
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TELEDYNE TECHNOLOGIES INCORPORATED
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS ON APRIL 25, 2001
The undersigned hereby appoints Robert J. Naglieri, John T. Kuelbs and
Melanie S. Cibik and each of them, proxies and attorneys-in fact, with power of
substitution in each of them, to vote for and on behalf of the undersigned at
the Annual Meeting of Stockholders of Teledyne Technologies Incorporated to be
held on April 25, 2001, and at any adjournments thereof, upon matters properly
coming before the meeting, as set forth in the Notice of Meeting and Proxy
Statement, both of which have been received by the undersigned, and upon all
such other matters that may properly be brought before the meeting, as to which
the undersigned hereby confers discretionary authority to vote upon said
proxies. Without otherwise limiting the general authorization given hereby, said
proxies and attorneys-in-fact are instructed to vote as follows:
Comments/Address Change:
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
(If applicable, please mark Comment/Address Box on the reverse side.)
(If you plan to attend the Annual Meeting, please mark the Will
Attend Box on the reverse side.)
(This Proxy continues and must be signed on the reverse side.)
________________________________________________________________________________
- FOLD AND DETACH HERE -
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PLEASE MARK
YOUR VOTES AS
INDICATED IN
THIS EXAMPLE [X]
Where a vote is not specified, the proxies will vote the shares represented by
the proxy FOR the election of directors and FOR proposal 2 and will vote in
accordance with their discretion on such other matters as may properly come
before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR (1) AND (2).
(1) The election of 3 Class II directors - Nominees:
01 Paul S. Brentlinger WITHHOLD
02 Robert Mehrabian FOR FOR ALL
03 Michael T. Smith [ ] [ ]
Instruction: To withhold for any particular nominee,
write such nominee's name on the line below.
(2) Ratification of Appointment of Auditors FOR AGAINST ABSTAIN
[ ] [ ] [ ]
WILL
If you plan to attend the Annual Meeting, ATTEND
please mark the WILL ATTEND box. [ ]
YES NO
Comments/Address Change on other side. [ ] [ ]
Signature ___________________________________________________
Signature if held jointly____________________________________
Date: __________________, 2001
In signing as attorney, executor, administrator, trustee or guardian, please
give full title as such, and, if signing for a corporation, please give your
title. When shares are in the name of more than one person, each should sign the
proxy. PLEASE SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
________________________________________________________________________________
- FOLD AND DETACH HERE AND READ THE REVERSE SIDE -
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF THREE WAYS:
VOTE BY INTERNET: 24 HOURS A DAY, 7 DAYS A WEEK.
Follow the instructions at our Website Address: www.proxyvoting.com/tdy
OR
[TELEPHONE GRAPHIC] VOTE BY TELEPHONE OR PROXY CARD [TELEPHONE GRAPHIC]
QUICK *** EASY *** IMMEDIATE
VOTE BY PHONE: FOR U.S. STOCKHOLDERS ONLY, CALL TOLL-FREE 1-800-840-1208.
ON A TOUCH TONE TELEPHONE 24 HOURS A DAY, 7 DAYS A WEEK.
THERE IS NO CHARGE TO YOU FOR THIS CALL. HAVE YOUR PROXY CARD IN
HAND.
- You will be asked to enter a Control Number, which is located in the box
in the lower right hand corner of this form.
OPTION 1: To vote as the Board of Directors recommends on ALL PROPOSALS: Press
1.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1.
OPTION 2: If you choose to vote on each proposal separately, Press 0. You will
hear these instructions:
Proposal 1, Director Election Proposal: To vote FOR ALL nominees, Press 1, to
WITHHOLD FOR ALL nominees, Press 9.
To WITHHOLD FOR AN INDIVIDUAL nominee,
Press 0 and listen to the instructions.
Proposal 2, Auditor Proposal: To vote FOR, Press 1, AGAINST, Press 9;
ABSTAIN, Press 0
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1
PRESS 1 to consent to view future Annual Reports and Proxy Materials for this
account via the Internet.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1
OR
VOTE BY PROXY CARD: Mark, sign and date your proxy card and return it promptly
in the enclosed envelope.
NOTE: If you voted by Internet or telephone, THERE IS NO NEED TO MAIL BACK your
proxy card.
THANK YOU FOR VOTING.
TO VIEW TELEDYNE TECHNOLOGIES' ANNUAL REPORT AND PROXY MATERIALS ONLINE GO TO:
WWW.PROXYVOTING.COM/TDY
41
CONFIDENTIAL VOTING INSTRUCTION CARD FOR 2001 ANNUAL MEETING
REQUESTED BY MELLON BANK, N.A., IN CONJUNCTION WITH PROXY SOLICITATION
ON BEHALF OF THE BOARD OF DIRECTORS OF TELEDYNE TECHNOLOGIES INCORPORATED
ALLEGHENY LUDLUM PERSONAL RETIREMENT AND 401(k) SAVINGS ACCOUNT PLAN
ALLEGHENY TECHNOLOGIES RETIREMENT SAVINGS PLAN
SAVINGS AND SECURITY PLAN OF THE LOCKPORT AND WATERBURY FACILITIES
THE 401(k) SAVINGS ACCOUNT PLAN OF ALLEGHENY LUDLUM CORPORATION
(WASHINGTON PLANT)
TELEDYNE 401(k) PLAN
The undersigned hereby directs Mellon Bank, N.A., as the Trustee of the
above Plans, to vote the full number of shares of Common Stock allocated to the
account of the undersigned under the Plans, at the Annual Meeting of
Stockholders of Teledyne Technologies Incorporated on April 25, 2001, and at any
adjournments thereof, upon the matters set forth on the reverse of this card,
and, in its discretion, upon such other matters as may properly come before the
meeting.
PLAN PARTICIPANTS MAY VOTE BY TOLL-FREE TELEPHONE OR INTERNET BY FOLLOWING THE
INSTRUCTIONS ON THE REVERSE SIDE. ALTERNATIVELY, PARTICIPANTS MAY VOTE BY
COMPLETING, DATING AND SIGNING THIS CARD AND RETURNING IT PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
IF YOU WISH TO USE THIS CARD TO VOTE YOUR SHARES, PLEASE COMPLETE, DATE AND SIGN
ON THE REVERSE SIDE.
________________________________________________________________________________
- FOLD AND DETACH HERE -
ALLEGHENY LUDLUM PERSONAL RETIREMENT AND 401(k) SAVINGS ACCOUNT PLAN
ALLEGHENY TECHNOLOGIES RETIREMENT SAVINGS PLAN
SAVINGS AND SECURITY PLAN OF THE LOCKPORT AND WATERBURY FACILITIES
THE 401(k) SAVINGS ACCOUNT PLAN OF ALLEGHENY LUDLUM CORPORATION (WASHINGTON
PLANT)
TELEDYNE 401(k) PLAN
As a Plan participant, you have the right to direct Mellon Bank, N.A., as the
Plan Trustee, how to vote the shares of Teledyne Technologies Incorporated
Common Stock that are allocated to your Plan account and shown on the attached
voting instruction card. The Trustee will hold your instructions in complete
confidence except as may be necessary to meet legal requirements.
You may vote by telephone, by Internet or by completing, signing and returning
the voting instruction card (above). A postage-paid return envelope is enclosed.
The Trustee must receive your voting instructions by April 19, 2001. If the
Trustee does not receive your instructions by 5:00 p.m., EDT on April 19, 2001,
the plan administrator may instruct the Trustee to vote your shares as the
administrator directs.
You will receive a separate set of proxy solicitation materials for any shares
of Common Stock you own other than your Plan shares. Your non-plan shares must
be voted separately from your Plan shares.
Mellon Bank, N.A., makes no recommendation regarding any voting instruction.
42
PLEASE MARK
YOUR VOTES AS
INDICATED IN
THIS EXAMPLE [X]
Where a vote is not specified, the proxies will vote the shares represented by
the proxy FOR the election of directors and FOR proposal 2 and will vote in
accordance with their discretion on such other matters as may properly come
before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR (1) AND (2).
(1) Election of 3 Class II Directors - Nominees:
01 Paul S. Brentlinger WITHHOLD
02 Robert Mehrabian FOR FOR ALL
03 Michael T. Smith [ ] [ ]
Instruction: To withhold for any particular nominee,
write such nominee's name on the line below.
____________________________________________________
(2) Ratification of Appointment of Auditors FOR AGAINST ABSTAIN
[ ] [ ] [ ]
WILL
If you plan to attend the Annual Meeting, ATTEND
please mark the WILL ATTEND box. [ ]
Signature _______________________________________________ Date: __________, 2001
Please sign exactly as your name appears above.
________________________________________________________________________________
- FOLD AND DETACH HERE AND READ THE REVERSE SIDE -
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF THREE WAYS:
VOTE BY INTERNET: 24 HOURS A DAY, 7 DAYS A WEEK.
Follow the instructions at Teledyne Technologies Website Address:
www.proxyvoting.com/tdy
OR
[TELEPHONE GRAPHIC] VOTE BY TELEPHONE OR PROXY CARD [TELEPHONE GRAPHIC]
QUICK *** EASY *** IMMEDIATE
VOTE BY PHONE: FOR U.S. STOCKHOLDERS ONLY, CALL TOLL-FREE 1-800-840-1208.
ON A TOUCH TONE TELEPHONE 24 HOURS A DAY, 7 DAYS A WEEK.
THERE IS NO CHARGE TO YOU FOR THIS CALL. HAVE YOUR PROXY CARD IN
HAND.
- You will be asked to enter a Control Number, which is located in the box
in the lower right hand corner of this form.
OPTION 1: To vote as the Board of Directors recommends on ALL PROPOSALS:
Press 1.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1.
OPTION 2: If you choose to vote on each proposal separately, Press 0. You will
hear these instructions:
Proposal 1, Director Election Proposal: To vote FOR ALL nominees, Press 1, to
WITHHOLD FOR ALL nominees, Press 9.
To WITHHOLD FOR AN INDIVIDUAL nominee,
Press 0 and listen to the instructions.
Proposal 2, Auditor Proposal: To vote FOR, Press 1, AGAINST, Press 9;
ABSTAIN, Press 0
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1
PRESS 1 to consent to view future Annual Reports and Proxy Materials for this
account via the Internet.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1
OR
VOTE BY PROXY CARD: Mark, sign and date your proxy card and return it promptly
in the enclosed envelope.
NOTE: If you voted by Internet or telephone, THERE IS NO NEED TO MAIL BACK your
proxy card.
THANK YOU FOR VOTING.
TO VIEW TELEDYNE TECHNOLOGIES' ANNUAL REPORT AND PROXY MATERIALS ONLINE GO TO:
WWW.PROXYVOTING.COM/TDY
43
TELEDYNE TECHNOLOGIES INCORPORATED
VOTING INSTRUCTION CARD FOR 2001 ANNUAL MEETING
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
TELEDYNE TECHNOLOGIES INCORPORATED
WATER PIK TECHNOLOGIES RETIREMENT PLAN
The undersigned hereby directs the Trustee of the above Plan to vote
the full number of shares of Common Stock allocated to the account of the
undersigned under the Plan, at the Annual Meeting of Stockholders of Teledyne
Technologies Incorporated on April 25, 2001, and at any adjournments thereof,
upon the matters set forth on the reverse of this card, and, in its discretion,
upon such other matters as may properly come before the meeting.
PLAN PARTICIPANTS MAY VOTE BY TOLL-FREE TELEPHONE OR INTERNET BY FOLLOWING THE
INSTRUCTIONS ON THE REVERSE SIDE. ALTERNATIVELY, PARTICIPANTS MAY VOTE BY
COMPLETING, DATING AND SIGNING THIS CARD AND RETURNING IT PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
IF YOU WISH TO USE THIS CARD TO VOTE YOUR SHARES, PLEASE COMPLETE, DATE AND SIGN
ON THE REVERSE SIDE.
________________________________________________________________________________
- FOLD AND DETACH HERE -
[TELEDYNE TECHNOLOGIES LOGO]
2049 Century Park East, Suite 1500
Los Angeles, California 90067-3101
WATER PIK TECHNOLOGIES RETIREMENT PLAN
As a Plan participant, you have the right to direct the Plan Trustee how to vote
the shares of Teledyne Technologies Incorporated Common Stock that are allocated
to your Plan account and shown on the attached voting instruction card. The
Trustee will hold your instructions in complete confidence except as may be
necessary to meet legal requirements.
You may vote by telephone, by Internet or by completing, signing and returning
the voting instruction card (above). A postage-paid return envelope is enclosed.
The Trustee must receive your voting instructions by April 19, 2001. If the
Trustee does not receive your instructions by April 19, 2001, your shares will
not be voted.
You will receive a separate set of proxy solicitation materials for any shares
of Common Stock you own other than your Plan shares. Your non-plan shares must
be voted separately from your Plan shares.
44
PLEASE MARK
YOUR VOTES AS
INDICATED IN
THIS EXAMPLE [X]
Where a vote is not specified, the proxies will vote the shares represented by
the proxy FOR the election of directors and FOR proposal 2 and will vote in
accordance with their discretion on such other matters as may properly come
before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR (1) AND (2).
(1) Election of 3 Class II Directors - Nominees:
01 Paul S. Brentlinger WITHHOLD
02 Robert Mehrabian FOR FOR ALL
03 Michael T. Smith [ ] [ ]
Instruction: To withhold for any particular nominee,
write such nominee's name on the line below.
____________________________________________________
(2) Ratification of Appointment of Auditors FOR AGAINST ABSTAIN
[ ] [ ] [ ]
WILL
If you plan to attend the Annual Meeting, ATTEND
please mark the WILL ATTEND box. [ ]
Signature _______________________________________________ Date: __________, 2001
Please sign exactly as your name appears above.
________________________________________________________________________________
- FOLD AND DETACH HERE AND READ THE REVERSE SIDE -
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF THREE WAYS:
VOTE BY INTERNET: 24 HOURS A DAY, 7 DAYS A WEEK.
Follow the instructions at Teledyne Technologies Website Address:
www.proxyvoting.com/tdy
OR
[TELEPHONE GRAPHIC] VOTE BY TELEPHONE OR PROXY CARD [TELEPHONE GRAPHIC]
QUICK *** EASY *** IMMEDIATE
VOTE BY PHONE: FOR U.S. STOCKHOLDERS ONLY, CALL TOLL-FREE 1-800-840-1208.
ON A TOUCH TONE TELEPHONE 24 HOURS A DAY, 7 DAYS A WEEK.
THERE IS NO CHARGE TO YOU FOR THIS CALL. HAVE YOUR PROXY CARD IN
HAND.
- You will be asked to enter a Control Number, which is located in the box
in the lower right hand corner of this form.
OPTION 1: To vote as the Board of Directors recommends on ALL PROPOSALS:
Press 1.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1.
OPTION 2: If you choose to vote on each proposal separately, Press 0. You will
hear these instructions:
Proposal 1, Director Election Proposal: To vote FOR ALL nominees, Press 1, to
WITHHOLD FOR ALL nominees, Press 9.
To WITHHOLD FOR AN INDIVIDUAL nominee,
Press 0 and listen to the instructions.
Proposal 2, Auditor Proposal: To vote FOR, Press 1, AGAINST, Press 9;
ABSTAIN, Press 0
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1
PRESS 1 to consent to view future Annual Reports and Proxy Materials for this
account via the Internet.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1
OR
VOTE BY PROXY CARD: Mark, sign and date your proxy card and return it promptly
in the enclosed envelope.
NOTE: If you voted by Internet or telephone, THERE IS NO NEED TO MAIL BACK your
proxy card.
THANK YOU FOR VOTING.
TO VIEW TELEDYNE TECHNOLOGIES' ANNUAL REPORT AND PROXY MATERIALS ONLINE GO TO:
WWW.PROXYVOTING.COM/TDY
45
TELEDYNE TECHNOLOGIES INCORPORATED
VOTING INSTRUCTION CARD FOR 2001 ANNUAL MEETING
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
TELEDYNE TECHNOLOGIES INCORPORATED
TELEDYNE TECHNOLOGIES INCORPORATED 401(k) PLAN
The undersigned hereby directs the Trustee of the above Plan to vote
the full number of shares of Common Stock allocated to the account of the
undersigned under the Plan, at the Annual Meeting of Stockholders of Teledyne
Technologies Incorporated on April 25, 2001, and at any adjournments thereof,
upon the matters set forth on the reverse of this card, and, in its discretion,
upon such other matters as may properly come before the meeting.
PLAN PARTICIPANTS MAY VOTE BY TOLL-FREE TELEPHONE OR INTERNET BY FOLLOWING THE
INSTRUCTIONS ON THE REVERSE SIDE. ALTERNATIVELY, PARTICIPANTS MAY VOTE BY
COMPLETING, DATING AND SIGNING THIS CARD AND RETURNING IT PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
IF YOU WISH TO USE THIS CARD TO VOTE YOUR SHARES, PLEASE COMPLETE, DATE AND SIGN
ON THE REVERSE SIDE.
________________________________________________________________________________
- FOLD AND DETACH HERE -
[TELEDYNE TECHNOLOGIES LOGO]
2049 Century Park East, Suite 1500
Los Angeles, California 90067-3101
TELEDYNE TECHNOLOGIES INCORPORATED 401(k) PLAN
As a Plan participant, you have the right to direct the Plan Trustee how to vote
the shares of Teledyne Technologies Incorporated Common Stock that are allocated
to your Plan account and shown on the attached voting instruction card. The
Trustee will hold your instructions in complete confidence except as may be
necessary to meet legal requirements.
You may vote by telephone, by Internet or by completing, signing and returning
the voting instruction card (above). A postage-paid return envelope is enclosed.
The Trustee must receive your voting instructions by April 19, 2001. If the
Trustee does not receive your instructions by April 19, 2001, your shares will
not be voted.
You will receive a separate set of proxy solicitation materials for any shares
of Common Stock you own other than your Plan shares. Your non-plan shares must
be voted separately from your Plan shares.
46
PLEASE MARK
YOUR VOTES AS
INDICATED IN
THIS EXAMPLE [X]
Where a vote is not specified, the proxies will vote the shares represented by
the proxy FOR the election of directors and FOR proposal 2 and will vote in
accordance with their discretion on such other matters as may properly come
before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR (1) AND (2).
(1) Election of 3 Class II Directors - Nominees:
01 Paul S. Brentlinger WITHHOLD
02 Robert Mehrabian FOR FOR ALL
03 Michael T. Smith [ ] [ ]
Instruction: To withhold for any particular nominee,
write such nominee's name on the line below.
____________________________________________________
(2) Ratification of Appointment of Auditors FOR AGAINST ABSTAIN
[ ] [ ] [ ]
WILL
If you plan to attend the Annual Meeting, ATTEND
please mark the WILL ATTEND box. [ ]
Signature _______________________________________________ Date: __________, 2001
Please sign exactly as your name appears above.
________________________________________________________________________________
- FOLD AND DETACH HERE AND READ THE REVERSE SIDE -
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF THREE WAYS:
VOTE BY INTERNET: 24 HOURS A DAY, 7 DAYS A WEEK.
Follow the instructions at Teledyne Technologies Website Address:
www.proxyvoting.com/tdy
OR
[TELEPHONE GRAPHIC] VOTE BY TELEPHONE OR PROXY CARD [TELEPHONE GRAPHIC]
QUICK *** EASY *** IMMEDIATE
VOTE BY PHONE: FOR U.S. STOCKHOLDERS ONLY, CALL TOLL-FREE 1-800-840-1208.
ON A TOUCH TONE TELEPHONE 24 HOURS A DAY, 7 DAYS A WEEK.
THERE IS NO CHARGE TO YOU FOR THIS CALL. HAVE YOUR PROXY CARD IN
HAND.
- You will be asked to enter a Control Number, which is located in the box
in the lower right hand corner of this form.
OPTION 1: To vote as the Board of Directors recommends on ALL PROPOSALS:
Press 1.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1.
OPTION 2: If you choose to vote on each proposal separately, Press 0. You will
hear these instructions:
Proposal 1, Director Election Proposal: To vote FOR ALL nominees, Press 1, to
WITHHOLD FOR ALL nominees, Press 9.
To WITHHOLD FOR AN INDIVIDUAL nominee,
Press 0 and listen to the instructions.
Proposal 2, Auditor Proposal: To vote FOR, Press 1, AGAINST, Press 9;
ABSTAIN, Press 0
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1
PRESS 1 to consent to view future Annual Reports and Proxy Materials for this
account via the Internet.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1
OR
VOTE BY PROXY CARD: Mark, sign and date your proxy card and return it promptly
in the enclosed envelope.
NOTE: If you voted by Internet or telephone, THERE IS NO NEED TO MAIL BACK your
proxy card.
THANK YOU FOR VOTING.
TO VIEW TELEDYNE TECHNOLOGIES' ANNUAL REPORT AND PROXY MATERIALS ONLINE GO TO:
WWW.PROXYVOTING.COM/TDY