UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 14, 2006
Teledyne Technologies Incorporated
(Exact name of registrant as specified in its charter)
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| Delaware
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1-15295
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25-1843385 |
(State or other
jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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12333 West Olympic Boulevard
Los Angeles, California
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90064-1021 |
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(Zip Code) |
Registrant’s telephone number, including area code: (310) 893-1600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.
13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On July 14, 2006, Teledyne Technologies Incorporated amended and restated its Credit Agreement
originally dated as of June 15, 2004, as amended on March 15, 2006. The amendments principally
increase the borrowing capacity to $400 million and extend the term of the agreement through the
fifth anniversary of the closing date or July 14, 2011. Teledyne has the ability to borrow up to
an additional $80 million under the agreement subject to certain conditions. Bank of America,
N.A. continues as the Administrative Agent, Swing Line Lender and Letter of Credit Issuer, but the
composition of the lending group has changed. The following subsidiaries of Teledyne are also loan
parties and guarantors under the agreement: Teledyne Brown Engineering, Inc., Teledyne Continental
Motors, Inc., Teledyne Investment, Inc., Teledyne Isco, Inc. and Teledyne Wireless, Inc.
Interest on amounts borrowed under the Amended and Restated Credit Agreement is payable at rates
per annum equal to (1) for Base Rate loans, a base rate (the “Base Rate”) equal to the higher of
(a) the overnight federal funds rate plus 1/2 of 1% or (b) the prime rate as set by Bank of America;
or (2) for Eurodollar loans, the amount determined by dividing (x) the London Interbank Offered
Rate by (y) 1.00 minus the reserve percentage issued by the Federal Reserve Board with respect to
Eurodollar funding, plus an applicable rate ranging from 0.40% to 1.00% depending on Teledyne’s
consolidated leverage ratio (the “Applicable Rate”); or (3) for Swing Line loans, the Base Rate
plus the Applicable Rate.
The Amended and Restated Credit Agreement continues to require Teledyne to comply with various
financial and operating covenants. For example, (1) Teledyne’s consolidated net worth cannot be
less than the sum of $240 million plus 50% of consolidated net income for each fiscal quarter plus
75% of the amount of new equity issuances, (2) Teledyne’s consolidated leverage ratio cannot be
greater than 3.0 to 1.0 as of the end of any fiscal quarter, and (3) Teledyne’s consolidated
interest coverage ratio cannot be less than 3.0 to 1.0 as of the end of any fiscal quarter.
The Amended and Restated Credit Agreement contains customary events of default, such as (1) failure
by Teledyne to pay as required any amount of principal or failure to pay interest within three
business days of its due date, (2) failure by Teledyne to perform the covenants contained in the
Amended and Restated Credit Agreement, (3) breaches of Teledyne’s representations and warranties in
any material respect, (4) failure by Teledyne to make any payment when due in respect of any
indebtedness having an aggregate principal amount of more than $20 million or a default under such
indebtedness that causes such indebtedness to become due prior to its maturity, or (5) a change of
control of Teledyne.
As of July 14, 2006, $30 million in aggregate principal amount was outstanding under the Amended
and Restated Credit Agreement.
The foregoing description of the Amended Credit Agreement does not purport to be complete and is
qualified in its entirety by reference to the Amended Credit Agreement, which is filed as Exhibit
10.1 to this report and is incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On July 14, 2006, Teledyne and entered into the Amended and Restated Credit Agreement, as
described in Item 1.01.
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