On January 13, 2023 a Exhibit,Appendix was filed involving a dispute between Kathleen Spezio, Roger Paul Spezio Sr., and 3M Company, Individually And As Successor To Minnesota Mining And Manufacturing Company, Aii Acquisition Corporation, Llc Individually And As Successor-In-Interest To Athlone Industries, Inc. And Holland Furnace Company, Air & Liquid Systems Corporation As Successor By Merger To Buffalo Pumps, Inc., Alcoa Inc., Individually And As Successor In Interest To Tilo Roofing Co., American Optical Corporation, A.O. Smith Water Products, Armstrong International, Inc., Atwood & Morrill Co., Inc. D B A Weir Valves & Controls Usa Inc., Aurora Pump Company, Avco Corporation, A Textron Lycoming Division, Individually And As Successor To Lycoming Engines F K A Lycoming Manufacturing, Spencer Heater Company, And Spencer Heater Division Of Lycoming, Bw Ip International Co., Formerly Known As Borg Warner Industrial Products Inc., A Former Subsidiary Of And Successor To Borg Warner Corp. And Byron Jackson Pumps, Carrier Corporation, Cbs Corporation, A Delaware Corporation, F K A Viacom Inc, Successor By Merger To Cbs Corporation, A Pennsylvania Corporation, F K A Westinghouse Electric Corporation, Cleaver-Brooks Company F K A Aqua-Chem, Inc., Columbia Boiler Company Of Pottstown, Compudyne Corporation, Individually And As Successor To York-Shipley, Continental Motors Inc., Continental Motors Inc. F K A Teledyne Continental Motors, Inc., Individually And As Successor To Continental Motors Inc. And Continental Motors Company, Crown Boiler Co., Dean Pump Division, Eaton Aeroquip, Inc. F K A Aeroquip Corporation, Ecr International, Inc., Individually And As Successor To Dunkirk, Dunkirk Boilers And Utica Boilers And Pennco, Inc., Electrolux Home Products, Inc., Individually And As Successor To Tappan And Copes-Vulcan Company, Flowserve Us, Inc., Solely As Successor To Rockwell Manufacturing Company, Edward Valves, Inc., Nordstrom Valves, Inc. And Edward Vogt Valve Company, Fmc Corporation, Individually And As Successor To Northern Pump Company, Coffin And Peerless Pump Company, Gardner Denver, Inc., Individually And As Successor To Nash Engineering Company, Gardner Denver Nash, Llc, Individually And As Successor To Nash Engineering Company, General Electric Company, Goulds Pumps, Inc., Grinnell Corporation, Hoffman New Yorker, Inc., Honeywell International, Inc., Individually And F K A Alliedsignal, Inc., And As Successor-In-Interest To The Bendix Corp., Howden Buffalo, Inc., Individually And As Successor-In-Interest To Fb Sturtevant, The Howden Buffalo Group And Buffalo Fan, International Comfort Products Llc, Individually And As Successor To Heil Heating And Cooling, I.T.T. Industries, Inc., Individually And As Successor To Bell & Gossett, Kohler Co., Lennox Industries, Inc., Individually And As Successor To Lennox Furnace Company And Ducane, Mario & Dibono Plastering Co. Inc., Metropolitan Life Insurance Company, New Yorker Boiler Company, Inc., Parker Hannifin Corporation, Individually And As Successor By Merger To Stratoflex, Inc., Pratt & Whitney Measurement Systems, Inc., Pratt & Whitney Power Systems, Inc., Redco Corp. F K A Crane Co., Rheem Manufacturing Company, Inc., Rockwell Automation, Inc., Individually And As Successor To Allen Bradley, Timken Heating Business And S. Co., Inc. F K A Scaife Company, As Successor In Interest To Rockwell Spring & Axle Companys Timken Silent Automatic Division, Sid Harvey Industries, Inc., Sid Harvey Supply, Inc., Spence Engineering Company, Inc., Spencer Heater A Lycoming Division Of Avco Corporation, Spirax Sarco, Inc., Taco, Inc., Technify Motor Individually And As Successor To Teledyne Continental Motors, Inc. F K A Continental Motors, Inc. And Continental Motors Company, Teledyne Technologies Inc., Individually And As Successor To Teledyne Continental Motors, Inc. F K A Continental Motors, Inc., Continental Motors Company, Texaco, Inc., Union Carbide Corporation, United Technologies Corporation, Individually And As Successor To Pratt & Whitney, Velan Valve Corp., Warren Pumps Llc, Individually And As Successor To The Quimby Pump Company, Weil Mclain, A Division Of Marley-Wylain Company, William Powell Company, York International Corporation, Individually And As Successor To Frick Company, for Torts - Asbestos in the District Court of Ulster County.
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FILED: ULSTER COUNTY CLERK 03/10/2023 11:54 AM INDEX NO. EF2023-99 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 03/10/2023 Exhibit C FILED: ULSTER COUNTY CLERK 03/10/2023 11:54 AM INDEX NO. EF2023-99 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 03/10/2023 ALLEGHENY TELEDYNE I N C O R P O RA T E D November 12, 1999 To Our Stockholders: These are exciting times at your company. In January we announced our plans to effect a major transformation of Allegheny Teledyne that included the spin-offs of certain businesses in two of our business segments into independent, publicly-traded companies. This transformation is nowbeing implemented. Certain businesses formerly comprising our Aerospace and Electronics segment will now be a separate company known as Teledyne Technologies Incorporated. The businesses formerly comprising our Consumer segment will be a separate company known as Water Pik Technologies, Inc. The common stock of these "TDY" companies will be traded on the New York Stock Exchange under the symbols and "PIK," respectively. Concurrently with the spin-offs we will change our name to "Allegheny Technologies Incorporated." After the spin-offs, our common stock will be traded on the New York Stock "ATI." Exchange under the symbol We also intend to effect a one-for-two reverse split of our common stock immediately after the spin-offs. The spin-offs will allow Allegheny Technologies to focus exclusively on its strategic growth objectives as one of the largest and most diversified specialty metals companies in the world. ATI's strong base of companies provides an excellent foundation for enhanced operating synergies and for adding strategically complementary acquisitions. At the same time, the spin-offs provide each new company with a sharper focus, more efficient access to capital markets, and substantial growth opportunities in its respective areas of expertise. By creating these new companies, we believe that we will unlock greater value for their respective businesses and enhance their ability to thrive in today's competitive marketplace. Both of the spin-offs, which will be tax-free to U.S. stockholders and which do not require any action on your part, will be completed on November 29, 1999. For every seven shares of ATI common stock that you own as of the close of business on November 22, 1999, you will receive one share of Teledyne Technologies common stock. For every 20 shares of ATI common stock that you own as of the close of business on that date, you will receive one share of Water Pik Technologies common stock. The enclosed Information Statement contains information about the spin-off of Teledyne Technologies' Technologies and about Teledyne business, management and financial performance. Information about the Water Pik Technologies spin-off is being provided to you in a separate document. We encourage you to read all of these materials carefully. Very truly yours, Richard P. Simmons Chairman FILED: ULSTER COUNTY CLERK 03/10/2023 11:54 AM INDEX NO. EF2023-99 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 03/10/2023 TELEDYNE TECHNOLOGlES November 12, 1999 To Our Future Stockholders: Welcome to Teledyne Technologies Incorporated. On November 29, 1999 you will become a stockholder of our company. Our common stock will be traded on the New York Stock Exchange under the symbol "TDY". We hope that you share our enthusiasm about our new company and its future. Teledyne Technologies has a strong foundation. We are a leading provider of sophisticated electronic and communication products, systems engineering solutions and information technology services, and aerospace engines and components. Our customers include aerospace prime contractors, general aviation companies, government agencies and major communications and other commercial companies. We serve high-value niche market segments where performance, precision and reliability are critical and where we are in several cases the leading supplier. Our businesses are interrelated by their use of advanced engineering and specialized technology to provide cost-effective and value-added solutions. The business operations of our company consist of a group of high technology businesses that have critical mass and shared core competencies, are strategically complementary and have the potential for profitable growth. Our products include avionics systems that collect and communicate information for airlines and business aircraft systems; broadband communications subsystems for wireless and satellite systems; engineering and information technology services for space, defense and industrial customers; and engines for general aviation aircraft and for cruise missiles. Our goal is to become the leading provider of specialized products, systems engineering solutions and information services for a broad range of high technology applications. We are fortunate to have a technically-sophisticated and well-educated workforce. I am excited to be working with a management team that will provide high-caliber, experienced leadership and that is committed to our new company. Please read the enclosed material for more information about our company. We look forward to your support and are pleased to have you share in this exciting opportunity. Very truly yours, Robert Mehrabian President and Chief Executive Officer FILED: ULSTER COUNTY CLERK 03/10/2023 11:54 AM INDEX NO. EF2023-99 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 03/10/2023 Information Statement Allegheny Teledyne Incorporated's Spin-Off of Teledyne Technologies Incorporated We are furnishing you with this Information Statement in connection with the spin-off by Allegheny Teledyne Incorporated ("ATI") of all of the outstanding common stock of Teledyne Technologies Incorporated to stockholders of ATI. We will own and operate the businesses formerly comprising the Teledyne Electronic Technologies, Teledyne Brown Engineering, Teledyne Continental Motors and Teledyne Cast Parts divisions of ATI's Aerospace and Electronics segment. ATI will accomplish the spin-off by distributing all issued and outstanding shares of our common stock to holders of record of ATI common stock. ATI will distribute one share of our common stock for every seven ATI shares held as of the close of business on November 22, 1999. The actual number of our shares to be distributed will depend on the number of ATI shares outstanding on that date. Our common stock will be traded on the "TDY." New York Stock Exchange under the symbol Concurrently with the spin-off, ATI will change its name to "Allegheny Technologies Incorporated." After the spin-off, ATI's common stock will be traded on the New York Stock "ATI." Exchange under the symbol Owning shares of our common stock will entail risks. Please read "Risk Factors" beginning on page 16. No vote of stockholders is required in connection with the spin-off. We are not asking you for a proxy and you are not requested to send us a proxy. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this Information Statement is truthful or complete. Any representation to the contrary is a criminal offense. This Information Statement does not constitute an offer to sell or the solicitation of an offer to buy any securities. The date of this Information Statement is November 12, 1999. FILED: ULSTER COUNTY CLERK 03/10/2023 11:54 AM INDEX NO. EF2023-99 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 03/10/2023 Table of Contents Page Summary ................................................................ 3 Risk Factors ............................................................. 16 Cautionary Statement as to Forward-Looking Statements ......................... 22 The Spin-Off............................................................. 22 Reasons for the Spin-Off ................................................. 22 Manner of Effecting the Spin-Off .......................................... 23 Results of the Spin-Off................................................... 23 Material Federal Income Tax Consequences of the Spin-Off .................... 24 Listing and Trading of Our Common Stock.................................. 25 Our Historical Selected Financial Data ........................................ 27 Our Unaudited Pro Forma Consolidated Financial Information..................... 28 Management's Discussion and Analysis of Financial Condition and Results of Operations ............................................................. 34 Our Business............................................................. 45 Overview .............................................................. 45 Our Business and Growth Strategy ......................................... 45 Our Business Segments .................................................. 48 Sales and Marketing..................................................... 55 Competition............................................................ 56 Research and Development ............................................... 56. Intellectual Property ..................................................... 56 Our Facilities........................................................... 57 Legal Proceedings....................................................... 58 Employees ............................................................. 58 Arrangements with ATI Relating to the Spin-Off................................ 58 Separation and Distribution Agreement...................................... 58 Employee Benefits Agreement............................................. 59 Tax Sharing and Indemnification Agreement ................................. 60 Interim Services Agreement............................................... 61 Trademark License Agreement............................................. 61 Management ............................................................. 62 Security Ownership........................................................ 73 Description of Our Capital Stock ............................................ 75 Liability and Indemnification of Our Officers and Directors ....................... 81 Available Information ...................................................... 81 Index to Our Financial Statements............................................ F-1 . . FILED: ULSTER COUNTY CLERK 03/10/2023 11:54 AM INDEX NO. EF2023-99 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 03/10/2023 Summary This summary highlights material information from this Information Statement, but does not contain all the details concerning the spin-off including information that may be important to you. To better understand us and the spin-off you should carefully review this "we," "us," "our," Technologies" entire document. References to "Teledyne or "the Company" mean Teledyne Technologies Incorporated and our subsidiaries and divisions. "ATI" References to mean Allegheny Teledyne Incorporated and its subsidiaries and divisions. Who We Are Teledyne Technologies is a leading provider of sophisticated electronic and communica- tion products, systems engineering solutions and information technology services, and aerospace engines and components. Our customers include aerospace prime contractors, general aviation companies, government agencies and major communications and other commercial companies. We serve high-value niche market segments where performance, . precision and reliability are critical and where we are in several cases the leading supplier. Our businesses are interrelated by their use of advanced engineering and specialized technology to provide cost-effective and value-added solutions. Our products include avionics systems that collect and communicate information for airlines and business aircraft systems; broadband communications subsystems for wireless and satellite systems; engineering and information technology services for space, defense and industrial customers; and engines for general aviation aircraft and for cruise missiles. Total sales in 1998 were $780 million, compared to $757 million and $716 million in 1997 and 1996, respectively. Our operating profits were $89 million, $75 million and $75 million in 1998, 1997 and 1996, respectively. Approximately 60% of our total sales in 1998 were to commercial customers and the balance was to the U.S. Government. Approximately 69% of these U.S. Government sales were attributable to fixed price-type contracts and the balance to cost plus fee-type contracts. International sales accounted for approximately 22% of total sales in 1998. We have a total workforce of approximately 5,800, of whom approximately 1,400 individuals have engineering, physics, mathematics or computer science degrees. We believe that as several of the markets we serve experience consolidation, customers have tended to become increasingly dependent on technologically-sophisticated specialized suppliers, such as ourselves, to provide a more comprehensive range of products and services. With our history of product innovation, advanced research and development and highly sophisticated engineering and manufacturing capabilities, we believe that we are well- positioned to take advantage of opportunities to expand our business. Our History The original Teledyne, Inc. was founded Dr. Henry Singleton in 1960. Over the by following two decades, Teledyne acquired over 100 high technology and specialty metals businesses. The original Teledyne focused on four major business segments: ultimately aviation and electronics, specialty metals, industrial and consumer. In 1996, Teledyne and Allegheny Ludlum Corporation combined to form ATI, one of the largest and most diversified specialty metals producers in the world. Subsequently, ATI integrated the Teledyne specialty 3 FILED: ULSTER COUNTY CLERK 03/10/2023 11:54 AM INDEX NO. EF2023-99 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 03/10/2023 metals businesses with those of Allegheny Ludlum. ATI also established new management and a new management philosophy for our businesses, with an increased emphasis on manufacturing discipline and on strengthening cost management systems. After a strategic review initiated in 1998, ATI concluded that certain of its aerospace and electronics businesses, which will comprise our company, would be able to grow faster and be a stronger competitor as a separate company. As a separate company, Teledyne Technologies will be better able to focus on its own strategic priorities and will have more efficient access to the capital markets than it could as part of ATI. The operations included in Teledyne Technologies are a group of high technology businesses that have critical mass and shared core competencies, are strategically complementary and have the potential for profitable growth. Concurrently with the spin-off, ATI will change its name to "Allegheny Technologies Incorporated." Our Business Segments Technologies' Teledyne three business segments, their respective operating companies and their contribution to our sales in 1998 are summarized in the following table. Percentage of Segment Operating Companies 1998 Sales Electronics and Teledyne Electronic Technologies 44% Communications Systems Engineering Solutions Teledyne Brown Engineering 29% Aerospace Engines and Teledyne Continental Motors 27% Components Teledyne Cast Parts Electronics and Communications Our Electronics and Communications segment, through Teledyne Electronic Technolo- gies, applies proprietary technology, advanced software and hardware design skills and manufacturing capabilities in three areas: Data Acquisition and Communications Products; Precision Electronic Devices; and Electronic Contract Manufacturing Services. " Data Acquisition and Communications Pmducts. With over 200 commercial airline . customers, we are one of the leading suppliers of systenis that collect and communicate essential performance data for the commercial airline industry. We have provided these data acquisition systems for our airline customers for over one- half of Boeing aircraft currently in production. We were recently selected by Airbus Industrie's partner, DaimlerChrysler Aerospace-Airbus, to provide our systems for certain of its aircraft customers. Teledyne Technologies is also one of the largest suppliers of air-to-ground telephony and facsimile and data transmission products to the growing business and commuter aircraft market. We also supply microwave power amplifiers used in satellite uplink transmitters for corporate networking and mobile news gathering, and are developing new products to support the growing market for high data rate broadband communications, including Internet applications. " Precision Electronic Devices. We and manufacture specialized electronic develop components for demanding applications in the defense, commercial aerospace, 4 FILED: ULSTER COUNTY CLERK 03/10/2023 11:54 AM INDEX NO. EF2023-99 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 03/10/2023 medical, instrumentation and industrial markets, where high performance and reliability are of paramount importance. Our miniature electromechanical relays are used to switch high-speed digital and microwave signals in wireless systems, communication satellites, semiconductor test equipment and other applications where maintenance of signal fidelity is essential. We provide custom microelectronic modules for high reliability ranging from fiber optic systems applications on the International Space Station to life-sustaining medical devices such as cardiac pacemakers. We also manufacture instruments designed to provide the precise data that are essential for control of critical processes in the semiconductor and petrochemical industries. " Electronic Contract Manufacturing Services. We operate turnkey manufacturing facilities in Tennessee, Mexico and Scotland for low-to-moderate volume, technically- sophisticated products, ranging from individual printed circuit board assemblies to complete electronic systems. We manufacture subsystems used in such diverse products as weapons release systems and medical magnetic resonance imaging systems. We also support our customers with our patented REGAL® rigid-flex technology, which combines rigid and flexible printed circuits into one assembly that eliminates board-to-board connectors, resulting in improved reliability and packaging density. Systems Engineering Solutions Our Systems Engineering Solutions segment, through Teledyne Brown Engineering, offers a wide range of engineering solutions and information services to government defense, aerospace and commercial customers. Our solutions and services are focused on five areas: Aerospace Solutions, Defense Solutions, Information Services, Environmental Solutions, and Enterprise Control and Energy Products. " Aemspace Solutions. We provide a broad range of highly-sophisticated engineering solutions and services to U.S. space programs, including mission planning, payload integration, launch and flight operations and astronaut crew training for the Space Shuttle. We also provide various solutions and services for the International Space Station. " Defense Solutions. For over 45 years, we have played a key role in the development of the U.S. defense systems. For ballistic missile defense programs, we have provided solutions in systems engineering, integration, and testing; real-time distributed testing and training; radar and optical systems design; command center development; and intelligence studies and threat analysis. We p