<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
Teledyne, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
WHX Corporation
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $500.00
(2) Form, Schedule or Registration Statement No.: Schedule 14A
(3) Filing Party: WHX Corporation
(4) Date Filed: March 3, 1995
<PAGE> 2
1995 ANNUAL MEETING OF STOCKHOLDERS
OF
TELEDYNE, INC.
------------------------
PROXY STATEMENT
OF
WHX CORPORATION
------------------------
This Proxy Statement (this "Proxy Statement"), the accompanying letter to
stockholders and the enclosed WHITE proxy card are furnished in connection with
the solicitation of proxies by WHX Corporation, a Delaware corporation ("WHX"),
for use at the 1995 Annual Meeting of Stockholders of Teledyne, Inc., a Delaware
corporation (the "Company" or "Teledyne"), to be held on Wednesday, April 26,
1995 at 11:00 a.m. at the Santa Monica Civic Auditorium, 1855 Main Street, Santa
Monica, California 90401 and at any adjournments or postponements thereof (the
"Annual Meeting").
At the Annual Meeting, seven directors of Teledyne will each be elected for
a one-year term or until the election and qualification of each of their
successors. WHX is soliciting proxies pursuant to this Proxy Statement to elect
the two nominees of WHX named herein (the "WHX Nominees") to the Board of
Directors of Teledyne (the "Teledyne Board").
BOTH WHX NOMINEES ARE COMMITTED TO A SALE OF TELEDYNE TO THE HIGHEST BIDDER
AND WILL ATTEMPT TO INFLUENCE THE MAJORITY OF THE TELEDYNE BOARD TO EFFECT SUCH
A SALE RATHER THAN REMAIN INDEPENDENT.
The record date for determining stockholders of Teledyne (collectively,
"Stockholders") entitled to notice of and to vote at the Annual Meeting is March
1, 1995 (the "Record Date"). Stockholders of record at the close of business on
the Record Date will be entitled to one vote for each share of Teledyne common
stock, par value $1.00 per share (the "Shares"), held on the Record Date on all
matters submitted to a vote of Stockholders at the Annual Meeting, except that
each Stockholder is entitled to cumulate his or her votes in electing directors.
In voting for directors, a Stockholder may cast the number of votes equal to the
number of Shares held of record on the Record Date by such Stockholder
multiplied by the number of directors (7) to be elected. All of these votes may
be cast for any combination of one or more directors. Stockholders voting by
means of the accompanying WHITE proxy card will be granting the proxy holders
discretionary authority to vote their Shares cumulatively at the discretion of
the persons named in the WHITE proxy card, but such Stockholders may not mark
the WHITE proxy card to cumulate their own votes. As set forth in the definitive
proxy statement of Teledyne filed with the Securities and Exchange Commission on
March 29, 1995 (the "Teledyne Proxy Statement"), as of the Record Date, there
were 55,515,298 Shares issued and outstanding.
------------------------
This Proxy Statement, the accompanying letter to Stockholders and the WHITE
proxy card are first being furnished to Stockholders on or about March 31, 1995.
The principal executive offices of the Company are located at 1901 Avenue of the
Stars, Los Angeles, California 90067-6046.
<PAGE> 3
IMPORTANT
At the Annual Meeting, WHX seeks to elect the WHX Nominees as two of the
directors of Teledyne.
WHX URGES YOU TO MARK, SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD
TO VOTE FOR THE ELECTION OF THE WHX NOMINEES.
A VOTE FOR THE WHX NOMINEES WILL PROVIDE YOU -- AS THE OWNERS OF
TELEDYNE -- WITH AT LEAST TWO REPRESENTATIVES ON THE TELEDYNE BOARD WHO ARE
COMMITTED TO A NEGOTIATED SALE OR MERGER OF TELEDYNE TO OR WITH THE HIGHEST
BIDDER.
WHX URGES YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY TELEDYNE. IF YOU
HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BY DELIVERING A WRITTEN NOTICE
OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING TO WHX, C/O
GEORGESON & COMPANY INC. ("GEORGESON") AT WALL STREET PLAZA, 88 PINE STREET, NEW
YORK, NEW YORK 10005, OR TO THE SECRETARY OF TELEDYNE, OR BY VOTING IN PERSON AT
THE ANNUAL MEETING. SEE "VOTING AND PROXY PROCEDURES" BELOW.
THE WHX NOMINEES SUPPORT THE SALE OF TELEDYNE
Both of the WHX Nominees are committed to a sale or merger of the Company
to or with the highest bidder. If elected, the WHX Nominees will, subject in all
respects to their fiduciary duties, seek to cause the full Teledyne Board to
consummate the sale or merger of Teledyne at the earliest practicable date.
As indicated under "Background and Reasons for the Solicitation" below, the
incumbent Teledyne directors have rejected WHX's acquisition proposal but have
not committed to sell the Company by a certain date to the highest bidder.
If, like us, you believe that you should have the opportunity to decide the
future of your Company and that the Company should be sold so that you can
maximize the value of your Shares, WHX urges you to vote your WHITE proxy card
FOR the election of the WHX Nominees. All of the WHX Nominees will, subject to
their fiduciary duties, seek to give all Stockholders the opportunity to dispose
of their Shares in a transaction with WHX or another purchaser. The WHX Nominees
are committed to support a transaction with the highest bidder for your Shares.
ELECTION OF DIRECTORS
According to publicly available information, the Company currently has
eight directors. The terms of the eight incumbent directors, Frank V. Cahouet,
Diane C. Creel, George Kozmetsky, Donald B. Rice, George A. Roberts, William P.
Rutledge, Fayez Sarofim and Henry E. Singleton, will expire at the Annual
Meeting. As set forth in the Teledyne Proxy Statement, Mr. Kozmetsky intends to
resign from the Teledyne Board prior to the election of directors at the Annual
Meeting. The Teledyne Proxy Statement further states that seven directors are to
be elected at the Annual Meeting each to serve for a one-year term or until
election and qualification of their successors.
WHX proposes that the Stockholders elect the WHX Nominees as two of the
seven directors of Teledyne at the Annual Meeting. The two WHX Nominees are
listed below and have furnished the following information concerning their
principal occupations or employment and certain other matters. Each WHX Nominee,
if elected, would hold office for a one-year term or until a successor has been
elected and qualified. Although WHX has no reason to believe that any of the WHX
Nominees will be unable to serve as directors, if any one or more of the WHX
Nominees shall not be available for election, the persons named on the WHITE
proxy card have agreed to vote for the election of such substitute nominees as
may be proposed by WHX.
2
<PAGE> 4
WHX NOMINEES FOR DIRECTORS:
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
PRINCIPAL BUSINESS ADDRESS DURING LAST FIVE YEARS; CURRENT DIRECTORSHIPS(1)
---------------------------------------- ---------------------------------------------------
<S> <C>
Ronald LaBow (60)....................... Chairman of the Board of Directors of WHX
Stonehill Investment Corp. Corporation since July 1994(2); Chairman of the
110 East 59th Street Board of Directors of Wheeling-Pittsburgh
New York, New York 10022 Corporation since 1991; President, Stonehill
Investment Corp. since February 1990. Formerly with
Neuberger & Berman, a New York based investment
advisory and management firm, from 1978 to 1990.
Mr. LaBow is also a director of Regency Equities
Corp.
Marvin L. Olshan (67)................... Director and Secretary of WHX Corporation since
Olshan Grundman Frome & Rosenzweig July 1994(2); Director and Secretary of Wheeling-
505 Park Avenue Pittsburgh Corporation since 1991; Partner, Olshan
New York, New York 10022 Grundman Frome & Rosenzweig, 1956 to present;
Chairman, President and Director, Regency Equities
Corp., 1984 to December 1990.
</TABLE>
---------------
(1) Unless otherwise indicated, all directorships are of publicly held
corporations.
(2) In July 1994, WHX Corporation was created as the new holding company of the
Wheeling-Pittsburgh Corporation group of companies, and Wheeling-Pittsburgh
Corporation became a wholly-owned subsidiary of WHX Corporation.
Cumulative voting for directors will be in effect at the Annual Meeting.
Cumulative voting means that each Stockholder will be entitled to cast,
distributed among any one or more nominees, total votes equal to the number of
Shares held of record on the Record Date by such Stockholder multiplied by the
number of directors (7) to be elected. Stockholders voting by means of the
accompanying WHITE proxy card will be granting the proxy holders discretionary
authority to vote their Shares cumulatively as described below, but such
Stockholders may not mark the WHITE proxy card to cumulate their own votes.
Unless votes are withheld for any of the WHX Nominees, the persons named as
proxies on the WHITE proxy card intend to cumulate such votes in a manner so as
to maximize representation on the Teledyne Board of the WHX Nominees.
WHX is soliciting the discretionary authority to cumulate votes and the
persons named in the accompanying proxy will have the authority to cumulate
votes at their discretion. WHX has not determined the order of priority in which
it will cast its cumulative votes disproportionately among its two nominees, if
it elects to cumulate disproportionately. WHX reserves the right to change the
priority of its nominees once determined, depending upon the manner in which WHX
believes other votes will be cast and such other factors as WHX may deem
appropriate in its discretion consistent with the goal of maximizing the number
of WHX nominees elected to the Teledyne Board.
The persons named as proxies on the WHITE proxy card do not intend to vote
any Shares for the election of the nominees proposed by Teledyne. Instead, such
persons will cumulate votes in respect of such Shares to elect the maximum
number of the WHX Nominees. In the event the number of persons constituting the
Teledyne Board is increased prior to the election of directors at the Annual
Meeting, the persons named as proxies on the WHITE proxy card reserve the right
to vote for any additional nominees for directors nominated by WHX.
The accompanying WHITE proxy card will be voted at the Annual Meeting in
accordance with your instructions on such card. You may vote FOR the election of
the WHX Nominees as the directors of Teledyne or withhold authority to vote for
the election of the WHX Nominees by marking the proper box on the WHITE proxy
card. You may also withhold your vote from either of the WHX Nominees by
striking the name of such nominee in the list provided on the WHITE proxy card.
IF NO MARKING IS MADE AND YOU HAVE SIGNED AND DATED THE PROXY CARD, YOU WILL BE
DEEMED TO HAVE GIVEN A DIRECTION TO CUMULATE AND VOTE THE SHARES REPRESENTED BY
THE WHITE PROXY CARD FOR THE ELECTION OF THE WHX NOMINEES, WHICH VOTES WILL BE
CUMULATIVELY ALLOCATED AMONG THE WHX NOMINEES AT THE DISCRETION OF THE PERSONS
NAMED IN THE WHITE PROXY CARD.
3
<PAGE> 5
WHX believes that it is in YOUR best interest to elect the WHX Nominees at
the Annual Meeting. BOTH OF THE WHX NOMINEES ARE COMMITTED TO A SALE OF THE
COMPANY TO WHX OR ANOTHER PURCHASER AND WILL ATTEMPT TO INFLUENCE THE MAJORITY
OF THE BOARD OF DIRECTORS TO EFFECT SUCH A SALE RATHER THAN REMAIN INDEPENDENT.
WHX STRONGLY RECOMMENDS A VOTE FOR THE ELECTION OF THE WHX NOMINEES.
BACKGROUND AND REASONS FOR THE SOLICITATION
BACKGROUND.
On November 28, 1994, Mr. LaBow sent the following letter on behalf of
WHX to the Teledyne Board:
"Gentlemen:
This letter is for the purpose of proposing a business combination
between WHX Corporation ("WHX") and Teledyne, Inc. ("Teledyne") and for
expressing our desire that the two companies work together to accomplish
such combination on a negotiated basis.
The Board of Directors of WHX has authorized me to present to you our
offer to acquire in a merger transaction all of the outstanding shares of
common stock of Teledyne at a price of $22 per Teledyne share. Our proposal
represents a premium of approximately 23% over the closing market price of
your common stock on November 25, 1994.
In the merger, Teledyne stockholders would receive a combination of
cash and WHX convertible preferred stock. The aggregate amount of cash we
are prepared to pay would be an amount sufficient to render the treatment
of WHX stock received by Teledyne stockholders in the transaction as
tax-free and would be mutually determined by our respective tax advisors.
In no event, however, would the aggregate cash consideration be less than
50% of the aggregate acquisition consideration. In addition to the market
price premium and tax-free attributes of our proposal, those stockholders
receiving WHX stock would participate in the future results of a stronger
and more profitable combined company.
The WHX convertible preferred stock would have terms substantially
similar to the terms of the WHX Series A Convertible Preferred Stock which
is currently traded on the New York Stock Exchange. As with the WHX Series
A Convertible Preferred Stock, the WHX convertible preferred shares to be
received by Teledyne shareholders would pay a cash dividend and would be
convertible into WHX common stock at any time at $15.78 per share, subject
to adjustment. On November 25, 1994, shares of WHX common stock closed at
$14.125 per share.
This proposal is, and consummation of the acquisition would be,
subject to negotiation, preparation and execution of appropriate definitive
agreements containing mutually acceptable representations, warranties,
terms and conditions, and requisite shareholder approval.
In pursuing this acquisition, we would expect representatives from
Teledyne's Board of Directors to join the Board of Directors of the
combined enterprise and Teledyne's senior management to stay with Teledyne
under mutually satisfactory arrangements.
We are confident of our ability to complete this transaction on these
terms. In this respect, please note that we currently have approximately
$450 million in cash and cash equivalents.
We would welcome your interest in receiving additional information
regarding WHX and it is possible that we would be prepared to increase our
offer if additional information provided by Teledyne demonstrates to us
that additional consideration is warranted.
We are certain that, upon reflection, the Teledyne Board of Directors
will recognize the extraordinary opportunity that a combination with WHX
represents for Teledyne stockholders. Our objective is to work with you in
a professional and constructive manner to complete our proposal so that the
best interest of all of your stockholders can be served.
4
<PAGE> 6
In this connection, we are willing to discuss with you or a committee
of your directors all aspects of our proposal. I and other representatives
of WHX are available to meet with you for this purpose at any time.
Yours sincerely,
/s/ RONALD LABOW
--------------------------------------
Chairman of the Board"
In a telephone call on December 1, 1994, Mr. Rutledge told Mr. LaBow that WHX's
proposal would be considered at the next meeting of the Teledyne Board. On
December 5, 1994, Mr. LaBow sent the following letter to Mr. Rutledge:
"Dear Mr. Rutledge:
It was a pleasure speaking with you on Thursday, December 1, and I was
encouraged to hear that our proposal will be considered by your Board of
Directors at their next meeting.
When you indicated to me that your Board would be unable to meet for
approximately three to four weeks, I presumed that, among other things,
this delay was designed to afford your investment bankers the opportunity
to review and analyze our proposal and to be in a position to make a
presentation to your Board. Upon reflection, it seemed to me that in order
to facilitate the work of your investment bankers it would be prudent to
use the next few weeks to permit your investment bankers to meet with our
investment bankers so that you can learn more about our company and its
resources. To that end, I would like to formally propose a meeting to be
attended by investment bankers and company personnel, so that we can answer
any questions you might have concerning such issues as our ability to
consummate this transaction and the value of the securities we are prepared
to offer to your shareholders.
I look forward to hearing from you shortly and hope that a meeting can
be arranged so that your Board can be fully informed when it considers our
proposal at its next meeting.
Very truly yours,
/s/ RONALD LABOW"
--------------------------------------
On December 6, 1994, Mr. Rutledge sent the following letter to Mr. LaBow:
"Dear Mr. LaBow:
This is in response to your letter of December 5, 1994. Teledyne has
scheduled a Board Meeting for Saturday, December 17. We do not think it
appropriate for our representatives to meet prior to that Board Meeting.
Very truly yours,
/s/ WILLIAM P. RUTLEDGE"
--------------------------------------
On December 19, 1994, Mr. Rutledge sent the following letter to Mr. LaBow:
"Dear Mr. LaBow:
Our Board of Directors has met to consider the proposal contained in
your letter dated November 28, 1994. The Board believes that Teledyne's
long-term strategic business plans suggest substantial increases in future
values for our shareholders.
5
<PAGE> 7
The Board has conducted a careful evaluation of all factors and
circumstances which it considered relevant, including its view that there
is no significant value to Teledyne shareholders associated with combining
our companies. The resultant unanimous conclusion by the directors was that
they have no interest in pursuing your proposal.
Very truly yours,
/s/ WILLIAM P. RUTLEDGE"
--------------------------------------
On December 21, 1994, WHX issued the following press release:
"WHX Corporation (NYSE:WHX) announced today that it is filing a
notification form under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 to allow it to acquire up to 15% of the outstanding shares of
Teledyne, Inc. (NYSE:TDY).
WHX also stated that it had been advised that Teledyne's Board of
Directors has no interest in pursuing a WHX merger proposal dated November
28, 1994 in which Teledyne's stockholders would receive $22 per share in a
combination of cash (at least $11 per share) and the balance, on a tax-free
basis, in a WHX convertible preferred stock.
WHX Corporation is a holding company which indirectly owns
Wheeling-Pittsburgh Steel Corporation, the nation's eighth largest
integrated steel manufacturer. WHX had 1993 sales of $1.05 billion, with
income before extraordinary items of $30.7 million."
On January 5, 1995, the Teledyne Board announced the adoption of a plan
(the "Rights Plan") commonly known as a "poison pill" (the "Poison Pill"),
pursuant to which preferred stock purchase rights (the "Rights") have been
issued as a distribution on outstanding Shares. The Rights Plan entitles all
Stockholders, except a non-approved acquiror, to purchase a specified number of
additional Shares at a 50 percent discount from the prevailing market price for
Shares if, without the prior approval of the Teledyne Board, a person or group
acquires 15 percent or more of the Shares or engages in certain enumerated
transactions with Teledyne after making a non-approved stock acquisition. The
Rights Plan has the practical effect of thwarting any acquisition of Teledyne
that does not have the approval of its Teledyne Board.
On March 22, 1995, WHX and Teledyne entered into a confidentiality
agreement (the "Confidentiality Agreement") pursuant to which WHX agreed to keep
confidential non-public information concerning Teledyne that Teledyne may, in
its discretion, disclose to WHX. Among other provisions customary in
confidentiality agreements, WHX agreed in the Confidentiality Agreement, for a
period ending December 22, 1995, without the prior consent of Teledyne, to not
acquire, directly or indirectly, any of the outstanding Shares other than
pursuant to a possible negotiated transaction with Teledyne, or a possible offer
made on the same terms to all stockholders to acquire at least a majority of the
outstanding Shares. Thereafter, representatives of Teledyne disclosed certain
non-public information to representatives of WHX and information relating to WHX
was given to Teledyne representatives.
On March 27, 1995, Messrs. Rutledge and Rice sent a letter to Mr. LaBow
stating that the Teledyne Board had instructed its investment bankers to
formally solicit offers for the possible sale of the Company and requesting that
WHX terminate its pending proxy fight.
On March 28, 1995, Teledyne announced, among other things, that it (i)
commenced a process to solicit offers for the possible sale of the Company, (ii)
retained an investment banking firm to assist in such process and (iii) received
and is responding to expressions of interest from third parties other than WHX.
Teledyne further announced that it had requested WHX to terminate its announced
proxy contest.
6
<PAGE> 8
On March 28, 1995, Mr. LaBow sent to the Teledyne Board, on behalf of the
WHX Board, the following letter altering the terms of its initial proposed
acquisition made by letter, dated November 28, 1994:
"Gentlemen:
This letter is for the purpose of amending our letter of November 28,
1994 to you in which we proposed a business combination between WHX
Corporation ("WHX") and Teledyne, Inc. ("Teledyne").
Based on information furnished to us under the confidentiality letter
between us dated March 22, 1995, the Board of Directors of WHX has
authorized me to present to you our offer to acquire in a merger
transaction all of the outstanding shares of common stock of Teledyne at a
price of $22 per Teledyne share but payable in a combination of $18 per
share in cash and $4 per share in WHX common stock.
Our respective investment bankers have shared information which we
trust demonstrates to you that the transaction can be completed and that
the WHX stock to be received by Teledyne stockholders would enable your
stockholders to participate in the future results of the Teledyne and WHX
businesses and to realize the value of all of the assets of Teledyne and
WHX on the most tax-efficient basis.
We note your offer to provide WHX the opportunity to participate in
the process on the same basis as any other bidder and our representatives
will be contacting you to gather the information already requested as well
as that which has been or will be provided to other parties. We stand ready
to negotiate appropriate definitive agreements containing mutually
acceptable representations, terms and conditions.
We note that your Board has instructed Goldman, Sachs & Co. to
"formally solicit offers for the possible sale of Teledyne, Inc." We
believe that an informal solicitation has been ongoing for some weeks. We
are unaware of any higher offer.
We are considering your request that WHX terminate the pending proxy
contest. We regret that you have chosen not to postpone the Annual Meeting
to a date after which the solicitation of offers has been completed. Such a
postponement would have enabled stockholders to vote on a more informed
basis. What concerns us and probably concerns other Teledyne stockholders
is that your Board has not committed to sell Teledyne by a certain date to
the highest bidder. A commitment by your Board to sell to the highest
bidder would eliminate the need for a proxy contest.
I and other representatives of WHX are available to meet with you at
any time and look forward to completing this extraordinary opportunity to
combine our companies.
Yours sincerely,
/s/ RONALD LABOW
--------------------------------------
Chairman of the Board"
WHX remains willing to negotiate with Teledyne with respect to its proposal
to acquire Teledyne. If any such negotiations are held and result in a
definitive merger or other agreement between Teledyne and WHX, the consideration
to be received by holders of Shares could include or consist of common or
preferred stock of WHX, other securities, cash or any combination thereof. Such
negotiations could result in, among other things, termination of this proxy
solicitation. As indicated elsewhere in this Proxy Statement, the WHX Nominees,
if elected, will, subject in all respects to their fiduciary duties, seek to
cause the full Teledyne Board to consummate a negotiated acquisition of
Teledyne. WHX reserves the right to alter the terms of its revised proposed
acquisition made by letter, dated March 28, 1995 (the "Revised Acquisition
Proposal"), including to provide for a change in the consideration offered in
exchange for Shares but has made no determination to revise the Acquisition
Proposal.
7
<PAGE> 9
REASONS FOR THE SOLICITATION; PLANS FOR SALE OF TELEDYNE.
In light of the failure of the Teledyne Board to commit to the sale of the
Company, WHX has determined to seek your votes in support of the WHX Nominees
for election to the Teledyne Board at the Annual Meeting. Each WHX Nominee is
committed, subject in all respects to his fiduciary duties, to maximizing
Stockholder value by seeking to effect promptly a negotiated sale of Teledyne
and will urge the full Teledyne Board to do so.
If the WHX Nominees are elected, it is anticipated that the WHX Nominees,
subject in all respects to their fiduciary duties, would attempt to convince the
Teledyne Board to negotiate the sale of Teledyne to the highest bidder rather
than remain independent, redeem the Poison Pill, grant requisite approval under
Section 203 of the Delaware General Corporation Law and remove any barriers to
facilitate a negotiated sale of Teledyne.
In the event the Teledyne Board recommends acceptance of an offer from a
person other than WHX, the WHX Nominees, if elected, will seek to cause Teledyne
to reimburse WHX for all of its expenses incurred in connection with this proxy
solicitation and the proposed business combination between WHX and Teledyne
(including, without limitation, legal, investment banking and printing costs).
In the event WHX acquires the entire equity interest in Teledyne, WHX has
no present intention to make any significant changes in the business strategies
of Teledyne, and WHX has not identified any specific assets, corporate structure
or other business strategy which warrants change. However, WHX has made a
preliminary review of, and will continue to review, on the basis of available
information, various possible business strategies that it might consider if it
acquires control of Teledyne. If WHX acquires control of Teledyne, WHX intends
to conduct a detailed review of Teledyne and its assets, pension plans,
corporate structure, dividend policy, capitalization, operations, properties,
policies, management and personnel and consider what, if any, changes or sale of
assets would be desirable in light of the circumstances which then exist.
Specifically, WHX currently intends to study (i) the feasibility of employing
the Teledyne pension fund assets to maximize the value of such assets for the
benefit of the stockholders of WHX which, under WHX's Revised Acquisition
Proposal, would include stockholders of Teledyne, and (ii) the feasibility of
disposing of certain of Teledyne's businesses.
OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
APPROVAL OF THE TELEDYNE, INC. 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
As set forth in the Teledyne Proxy Statement, at the Annual Meeting of
Stockholders will be asked to approve the Teledyne, Inc. 1995 Non-Employee
Director Stock Option Plan (the "Plan") adopted by the Teledyne Board on October
27, 1994. A description of the Plan is contained in the Teledyne Proxy Statement
and is incorporated herein by reference. WHX is not making any recommendations
on this proposal.
The accompanying WHITE proxy card will be voted in accordance with your
instructions on such card. You may vote for approval of the Plan or vote
against, or abstain from voting on, the approval of the Plan by marking the
proper box on the WHITE proxy card. IF NO MARKING IS MADE, YOU WILL BE DEEMED TO
HAVE GIVEN A DIRECTION TO ABSTAIN FROM VOTING THE SHARES REPRESENTED BY THE
WHITE PROXY CARD WITH RESPECT TO THE APPROVAL OF THE PLAN.
OTHER PROPOSALS
EXCEPT AS SET FORTH ABOVE, WHX IS NOT AWARE OF ANY PROPOSALS TO BE BROUGHT
BEFORE THE ANNUAL MEETING. SHOULD OTHER PROPOSALS BE BROUGHT BEFORE THE ANNUAL
MEETING, THE PERSONS NAMED ON THE WHITE PROXY CARD WILL ABSTAIN FROM VOTING ON
SUCH PROPOSALS UNLESS SUCH PROPOSALS ADVERSELY AFFECT THE INTERESTS OF WHX AS
DETERMINED BY WHX IN ITS SOLE DISCRETION, IN WHICH EVENT SUCH PERSONS WILL VOTE
ON SUCH PROPOSALS AT THEIR DISCRETION.
8
<PAGE> 10
VOTING PROCEDURES
The affirmative vote of the majority of the Shares that are present or
represented at the Annual Meeting and entitled to vote is required for approval
of the proposed Plan.
VOTING AND PROXY PROCEDURES
At the Annual Meeting, seven directors of Teledyne will each be elected for
a one-year term or until the election and qualification of their successors. WHX
is soliciting your proxy in support of the election of WHX's two nominees named
herein as directors of Teledyne.
The Teledyne Board has set March 1, 1995 as the Record Date for determining
those Stockholders who will be entitled to notice of and to vote at the Annual
Meeting. Stockholders of record at the close of business on the Record Date will
be entitled to one vote for each Share held on the Record Date on all matters
submitted to a vote of Stockholders at the Annual Meeting, except that each
Stockholder is entitled to cumulate his or her votes in electing directors. In
voting for directors, a Stockholder may cast the number of votes equal to the
number of Shares held of record on the Record Date by such Stockholder
multiplied by the number of directors (7) to be elected. All of these votes may
be cast for any combination of one or more directors. As set forth in the
Teledyne Proxy Statement, as of the Record Date, there were 55,515,298 Shares
issued and outstanding.
IN ORDER FOR YOUR VIEWS ON THE ABOVE-DESCRIBED PROPOSALS TO BE REPRESENTED
AT THE ANNUAL MEETING, PLEASE MARK, SIGN AND DATE THE ENCLOSED WHITE PROXY CARD
AND RETURN IT TO WHX, C/O GEORGESON AT WALL STREET PLAZA, 88 PINE STREET, NEW
YORK, NEW YORK 10005, IN THE ENCLOSED ENVELOPE IN TIME TO BE VOTED AT THE ANNUAL
MEETING. Execution of the WHITE proxy card will not affect your right to attend
the Annual Meeting and to vote in person. Any proxy may be revoked at any time
prior to the Annual Meeting by delivering a written notice of revocation or a
later dated proxy for the Annual Meeting to WHX or to the Secretary of Teledyne,
or by voting in person at the Annual Meeting. ONLY YOUR LATEST DATED PROXY FOR
THE ANNUAL MEETING WILL COUNT.
Only Stockholders of record as of the close of business on the Record Date
will be entitled to vote. If you were a Stockholder of record on the Record
Date, you will retain your voting rights for the Annual Meeting even if you sell
such Shares after the Record Date. ACCORDINGLY, IT IS IMPORTANT THAT YOU VOTE
THE SHARES HELD BY YOU ON THE RECORD DATE, OR GRANT A PROXY TO VOTE SUCH SHARES
ON THE WHITE PROXY CARD, EVEN IF YOU SELL SUCH SHARES AFTER THE RECORD DATE.
Stockholders voting by means of the accompanying WHITE proxy card will be
granting the proxy holders discretionary authority to vote their Shares
cumulatively at the discretion of the persons named in the WHITE proxy card, but
such Stockholders may not mark the WHITE proxy card to cumulate their own votes.
If any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution on the Record Date, only it can vote such Shares
and only upon receipt of your specific instructions. Accordingly, please contact
the person responsible for your account and instruct that person to execute on
your behalf the WHITE proxy card.
CERTAIN ADDITIONAL INFORMATION
The Teledyne Proxy Statement contains additional information with respect
to the Record Date, the number of Shares outstanding on the Record Date, the
voting and revocation of proxies, cumulative voting for the election of
directors, Teledyne's nominees for election of directors, Proposal 2, the vote
required to approve Proposal 2, the beneficial owners of more than 5% of the
Shares, the Share ownership of directors and officers of Teledyne, and the date
by which Stockholder proposals intended to be submitted at the Company's next
annual stockholders' meeting must be received by the Company for inclusion in
its proxy statement for that meeting. Such information, which WHX has not
independently verified, is incorporated by reference in this Proxy Statement,
upon reliance on the Company.
9
<PAGE> 11
SOLICITATION OF PROXIES
Proxies may be solicited by mail, advertisement, telephone, telecopier or
in person. Solicitations may be made by directors, officers, investor relations
personnel and other employees of WHX, none of whom will receive additional
compensation for such solicitations. WHX has requested banks, brokerage firms
and other custodians, nominees and fiduciaries to forward all of its
solicitation materials to the beneficial owners of the Shares they hold of
record. WHX will reimburse these record holders for customary clerical and
mailing expenses incurred by them in forwarding these materials to their
customers.
WHX has retained Georgeson for solicitation and advisory services in
connection with the solicitation, for which Georgeson is to receive a fee of
approximately $180,000, together with reimbursement for its reasonable
out-of-pocket expenses. WHX has also agreed to indemnify Georgeson against
certain liabilities and expenses, including liabilities and expenses under the
federal securities laws. Georgeson will solicit proxies for the Annual Meeting
from individuals, brokers, banks, bank nominees and other institutional holders.
It is anticipated that Georgeson will employ approximately 100 persons to
solicit votes from Stockholders for the Annual Meeting.
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") is acting as
WHX's exclusive financial advisor in connection with the solicitation of proxies
from Stockholders and related matters. DLJ has received an initial advisory fee
of $1,000,000 from WHX. WHX has agreed to pay DLJ additional fees of (i)
$500,000 payable on the date that WHX first sends Stockholders proxy cards in
connection with its proxy solicitation and (ii) $2,000,000 payable on the date
that a number of the WHX Nominees are elected to the Teledyne Board which
constitute a majority of such Teledyne Board. Additionally, DLJ will be paid
$1,000,000 if WHX and Teledyne enter into a merger agreement or if WHX initiates
certain transactions which, if consummated, would result in a business
combination with Teledyne. DLJ will receive substantial additional fees under
certain circumstances including in connection with an acquisition, merger or
similar transaction by WHX with Teledyne. In the event WHX acquires Teledyne in
a merger or similar transaction, DLJ will be retained as the exclusive
investment banker to WHX and Teledyne with respect to certain asset sales under
certain circumstances. DLJ will also have the right to act as the exclusive
private placement agent or sole managing underwriter to WHX under certain
circumstances. In all such instances, DLJ will be entitled to receive customary
and usual investment banking fees for its role. DLJ will be reimbursed from time
to time for all out-of-pocket expenses (including the reasonable fees and
expenses of counsel) incurred by DLJ in connection with its engagement up to
$1,000,000, and WHX will indemnify DLJ and certain related persons against
certain liabilities and expenses in connection with its engagement, including
certain liabilities under the Federal securities laws.
In connection with DLJ's engagement as exclusive financial advisor, WHX
anticipates that certain employees of DLJ may communicate in person, by
telephone or otherwise with institutions, brokers or other persons who are
Stockholders for the purpose of assisting in the solicitation of proxies for the
Annual Meeting. DLJ will not receive any fee for or in connection with such
solicitation activities apart from the fees which it is otherwise entitled to
receive as described above. DLJ is currently acting as an underwriter and
co-manager in a proposed initial public offering of common stock of
Wheeling-Pittsburgh Corporation ("WPC"), a wholly-owned subsidiary of WHX and
the parent company of Wheeling-Pittsburgh Steel Corporation, and is expected to
continue to render investment banking and other advisory services to WHX and its
affiliates, for which it has received and will continue to receive customary
compensation.
The entire expense of soliciting proxies for the Annual Meeting is being
borne by WHX. WHX will not seek reimbursement for such expenses from Teledyne
except that in the event the Teledyne Board recommends acceptance of an offer
from a person other than WHX, the WHX Nominees, if elected, will seek to cause
Teledyne to reimburse WHX for all of its expenses incurred in connection with
this proxy solicitation (including, without limitation, legal, investment
banking and printing costs). Although no precise estimate can be made at this
time, WXH anticipates that the aggregate amount to be spent by WHX will be
approximately $2,200,000 of which approximately $150,000 has been incurred to
date. This amount includes expenditures for printing, postage, legal,
accounting, public relations, soliciting, advertising and related expenses but
excludes fees and expenses paid and to be paid to DLJ.
10
<PAGE> 12
INFORMATION CONCERNING WHX
WHX, through its indirect wholly-owned subsidiary, Wheeling-Pittsburgh
Steel Corporation, is the ninth largest domestic integrated steel manufacturer
in the United States. WHX manufactures a wide variety of flat-rolled products
for construction, container, converter/processor, steel service center,
automotive and other markets as well as fabricated steel products for the
construction, highway and agricultural markets. Flat-rolled products consist of
a variety of sheet products, including hot-rolled, cold-rolled, galvanized and
pre-painted products, and tin mill products. Fabricated steel products include
roof deck, culvert, highway and other products. On February 24, 1995, WPC filed
a Registration Statement on Form S-1 with the Securities and Exchange Commission
relating to an initial public offering of WPC's common stock. Assuming
completion of such public offering, WHX would continue to own approximately 60%
of the shares of common stock of WPC. The principal address of WHX is 110 East
59th Street, New York, New York 10022.
Certain information about certain directors, executive officers, employees
and other representatives of WHX and Wheeling-Pittsburgh Capital Corporation, a
wholly-owned subsidiary of WHX ("WPCC"), who, in each case, may also assist
Georgeson in soliciting proxies, is set forth in the attached Schedule I.
Schedule II sets forth certain information relating to Shares owned by WHX,
certain individuals and the WHX Nominees and certain transactions between any of
them and Teledyne. Schedule III sets forth certain information, as made
available in public documents, regarding Shares held by Teledyne's management.
PLEASE INDICATE YOUR SUPPORT OF THE WHX NOMINEES BY MARKING, SIGNING AND
DATING THE ENCLOSED WHITE PROXY CARD AND RETURN IT PROMPTLY TO WHX, C/O
GEORGESON IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF THE ENVELOPE IS
MAILED IN THE UNITED STATES.
WHX CORPORATION
March 31, 1995
11
<PAGE> 13
SCHEDULE I
INFORMATION CONCERNING CERTAIN DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER REPRESENTATIVES OF WHX AND WPCC
The following table sets forth the name and the present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such employment is carried on, of
certain directors, officers, employees and other representatives of WHX and WPCC
who, in each case, may also assist Georgeson in soliciting proxies from
Stockholders. Unless otherwise indicated, the principal business address of each
director, officer or employee is 110 East 59th Street, New York, New York 10022.
CERTAIN DIRECTORS, OFFICERS AND EMPLOYEES OF
WHX AND WPCC
<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER
BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
---------------------------------------- ---------------------------------------------------
<S> <C>
Neil D. Arnold.......................... Director; Senior Vice President and Chief Financial
Varity Corporation Officer of Varity Corporation
672 Delaware Avenue
Buffalo, NY 14209
Paul W. Bucha........................... Director; President, Paul W. Bucha and Company,
Paul W. Bucha and Company, Inc. Inc.
Foot of Chapel Avenue
Jersey City, NJ 07305
Frederick G. Chbosky.................... Chief Financial Officer of WHX; Executive Vice
President -- Finance and Chief Financial Officer of
Wheeling-Pittsburgh Steel Corporation
Robert A. Davidow....................... Director; Private Investor
11601 Wilshire Boulevard
Suite 1940
Los Angeles, CA 90025
William Goldsmith....................... Director; Management and Marketing Consultant
Fiber Fuel International, Inc.
221 Executive Circle
Suite 11
Savannah, GA 31406
Ronald LaBow............................ Director, Chairman of the Board of WHX; President,
Stonehill Investment Corp.
Howard Mileaf........................... Vice President, Special Counsel of WHX
Marvin L. Olshan........................ Director, Secretary of WHX; Partner, Olshan
Olshan Grundman Frome & Rosenzweig Grundman Frome & Rosenzweig
505 Park Avenue
New York, NY 10022
Stewart E. Tabin........................ Assistant Treasurer of WHX; Vice President,
Stonehill Investment Corp.
Neale X. Trangucci...................... Assistant Treasurer of WHX; Vice President,
Stonehill Investment Corp.
Raymond S. Troubh....................... Director; Financial Consultant
10 Rockefeller Plaza
Suite 712
New York, NY 10021
Steven Wolosky.......................... Assistant Secretary of WHX; Partner, Olshan
Olshan Grundman Frome & Rosenzweig Grundman Frome & Rosenzweig
505 Park Avenue
New York, NY 10022
James L. Wareham........................ Director; President of WHX; Chairman of the Board
Wheeling-Pittsburgh Steel Corporation and Chief Executive Officer, Wheeling-Pittsburgh
1134 Market Street Steel Corporation
Wheeling, WV 26003
</TABLE>
S-I-1
<PAGE> 14
REPRESENTATIVES OF WHX
<TABLE>
<CAPTION>
PRESENT OFFICE OR OTHER
NAME AND PRINCIPAL PRINCIPAL OCCUPATION OR
BUSINESS ADDRESS EMPLOYMENT
---------------------------------------------------------------- -----------------------------
<S> <C>
Ken Moelis...................................................... Managing Director of DLJ
Donaldson, Lufkin & Jenrette
Securities Corporation
2121 Avenue of the Stars
Los Angeles, California 90067
Paul D'Addario.................................................. Managing Director of DLJ
Donaldson, Lufkin & Jenrette
Securities Corporation
140 Broadway
New York, New York 10005
Michael Hooks................................................... Senior Vice President of DLJ
Donaldson, Lufkin & Jenrette
Securities Corporation
2121 Avenue of the Stars
Los Angeles, California 90067
Jason Ackerman.................................................. Vice President, DLJ
Donaldson, Lufkin & Jenrette
Securities Corporation
2121 Avenue of the Stars
Los Angeles, California 90067
Ephraim Fields.................................................. Associate, DLJ
Donaldson, Lufkin & Jenrette
Securities Corporation
2121 Avenue of the Stars
Los Angeles, California 90067
</TABLE>
S-I-2
<PAGE> 15
SCHEDULE II
SHARES HELD BY WHX, WPCC, CERTAIN OF
THEIR DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER REPRESENTATIVES AND THE WHX NOMINEES
AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND TELEDYNE
WPCC is the beneficial and record holder of Shares purchased in open market
transactions executed on the NYSE in the amount and on the dates set forth
below:
<TABLE>
<CAPTION>
DATE OF NUMBER OF
TRANSACTION SHARES PURCHASED
-------------------------------------------------- -----------------
<S> <C>
9/29/94.......................................... 195,300
10/18/94.......................................... 24,900
10/19/94.......................................... 11,100
10/20/94.......................................... 15,100
10/21/94.......................................... 62,200
10/24/94.......................................... 85,400
10/25/94.......................................... 50,000
11/07/94.......................................... 9,800
11/08/94.......................................... 60,600
11/09/94.......................................... 33,600
11/10/94.......................................... 5,500
11/11/94.......................................... 47,500
11/14/94.......................................... 7,800
11/15/94.......................................... 6,300
11/17/94.......................................... 35,500
11/18/94.......................................... 118,600
11/21/94.......................................... 14,000
11/22/94.......................................... 94,300
11/23/94.......................................... 17,200
11/25/94.......................................... 14,000
11/28/94.......................................... 21,300
11/29/94.......................................... 13,000
11/30/94.......................................... 7,000
1/13/95.......................................... 61,000
1/16/95.......................................... 40,600
1/17/95.......................................... 317,300
1/18/95.......................................... 21,900
1/19/95.......................................... 122,000
1/25/95.......................................... 100,000
1/26/95.......................................... 67,700
1/27/95.......................................... 160,800
2/02/95.......................................... 30,700
2/03/95.......................................... 50,000
2/07/95.......................................... 50,000
2/09/95.......................................... 6,500
2/10/95.......................................... 50,000
2/14/95.......................................... 193,000
2/17/95.......................................... 68,000
2/21/95.......................................... 188,300
-----------------
2,477,800
================
</TABLE>
Ronald LaBow and Marvin L. Olshan have agreed to serve as the proxies on
the WHITE proxy card.
S-II-1
<PAGE> 16
Except as disclosed in this Proxy Statement, none of WHX, WPCC, any of
their respective directors, officers, employees or other representatives named
in Schedule I or the WHX Nominees owns any securities of Teledyne or any
subsidiary of Teledyne, beneficially or of record, has purchased or sold any of
such securities within the past two years or is or was within the past year a
party to any contract, arrangement or understanding with any person with respect
to any such securities. Except as disclosed in this Proxy Statement, to the best
knowledge of WHX, such directors, officers, employees and other representatives
and the WHX Nominees, none of their associates beneficially owns, directly or
indirectly, any securities of Teledyne.
In the ordinary course of its business, DLJ engages in securities trading
and brokerage activities and may trade or otherwise effect transactions in debt
or equity securities of Teledyne for its own account and the accounts of its
customers and, accordingly, may at any time hold a long or short position in
such securities. As of March 29, 1995, DLJ held a net short position of less
than 1% of all the outstanding shares of Teledyne common stock.
Except as disclosed in this Proxy Statement, none of WHX, WPCC, their
respective directors, officers, employees or other representatives named in
Schedule I or the WHX Nominees or, to their best knowledge, their associates has
any arrangement or understanding with any person (1) with respect to any future
employment by the Company or its affiliates or (2) with respect to future
transactions to which the Company or any of its affiliates will or may be a
party, other than sales of products and services in the ordinary course of
business.
S-II-2
<PAGE> 17
SCHEDULE III
SHARES HELD BY TELEDYNE'S MANAGEMENT
As of February 17, 1995, the directors and executive officers of Teledyne
beneficially owned (within the meaning of the rules under Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) 12,724,477
Shares (or approximately 22.9% of the Shares reported as outstanding on such
date). All of the foregoing information has been taken from the Teledyne Proxy
Statement.
To the knowledge of WHX, based on a review of the Teledyne Proxy Statement,
Henry E. Singleton, George Kozmetsky and GSB Investment Management, Inc. each
beneficially own 5% or more of the outstanding Shares.
Although WHX and WPCC do not have any information that would indicate that
any information contained in this Proxy Statement that has been taken from the
Teledyne Proxy Statement or any other document on file with the Securities and
Exchange Commission is inaccurate or incomplete, neither WHX nor WPCC takes any
responsibility for the accuracy or completeness of such information.
S-III-1
<PAGE> 18
IMPORTANT
Your proxy is important. No matter how many Shares you own, please give WHX
your proxy FOR the election of the WHX Nominees by:
MARKING the enclosed WHITE proxy card,
SIGNING the enclosed WHITE proxy card,
DATING the enclosed WHITE proxy card, and
MAILING the enclosed WHITE proxy card TODAY in the envelope provided
(no postage is required if mailed in the United States).
If you have already submitted a proxy to Teledyne for the Annual Meeting,
you may change your vote to a vote FOR the election of the WHX Nominees by
marking, signing, dating and returning the enclosed WHITE proxy card for the
Annual Meeting, which must be dated after any proxy you may have submitted to
Teledyne. Only your latest dated proxy for the Annual Meeting will count at such
meeting.
If you have any questions or require any additional information concerning
this Proxy Statement or the proposal by WHX to acquire Teledyne, please contact
GEORGESON at the address set forth below. IF ANY OF YOUR SHARES ARE HELD IN THE
NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE OR OTHER INSTITUTION, ONLY IT CAN
VOTE SUCH SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS.
ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT
THAT PERSON TO EXECUTE THE WHITE PROXY CARD.
S-III-2
<PAGE> 19
PROXY
TELEDYNE, INC.
ANNUAL MEETING OF STOCKHOLDERS - APRIL 26, 1995
THIS PROXY IS SOLICITED ON BEHALF OF WHX CORPORATION
The stockholder designated on the reverse of this card hereby appoints
Ronald LaBow and Marvin L. Olshan as proxies, and each of them, the
stockholder's attorney and proxy, each with full power of substitution, to vote
upon the propositions set forth herein all shares of Teledyne, Inc. common
stock held as of March 1, 1995 which the undersigned may be entitled to vote,
at the Annual Meeting of Stockholders of Teledyne, Inc. and at all
postponements and adjournments or postponements thereof to be held at the Santa
Monica Civic Auditorium, 1855 Main Street, Santa Monica, California 90401, at
11:00 a.m. on April 26, 1995. This proxy revokes all prior proxies given by the
undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. WITH RESPECT TO THE ELECTION OF DIRECOTRS (PROPOSAL 1), WHERE
NO VOTE IS SPECIFIED OR WHERE A VOTE FOR ALL NOMINEES IS MARKED, THE CUMULATIVE
VOTES REPRESENTED BY A PROXY WILL BE CAST AT THE DISCRETION OF THE PROXIES
NAMED HEREIN IN ORDER TO ELECT ONE OR BOTH OF THE TWO NOMINEES IN ORDER TO
ELECT AS MANY AS BELIEVED POSSIBLE UNDER THE THEN PREVAILING CIRCUMSTANCES. IF
YOU WITHHOLD YOUR VOTE FOR A NOMINEE, ALL OF YOUR CUMULATIVE VOTES WILL BE
DISTRIBUTED TO THE REMAINING NOMINEE. WITH RESPECT TO PROPOSAL 2, IF NO MARKING
IS MADE, THIS PROXY WILL BE TREATED AS DIRECTION TO ABSTAIN FROM VOTING WITH
RESPECT TO APPROVAL OF THE PLAN. THE INDIVIDUALS NAMED ABOVE ARE AUTHORIZED TO
VOTE IN THEIR DISCRETION ON ANY OTHER MATTERS THAT PROPERLY COME BEFORE THE
MEETING. ____________
| |
CONTINUED AND TO BE SIGNED ON THE OTHER SIDE. |SEE REVERSE |
| SIDE |
|____________|
<PAGE> 20
PLEASE MARK
/X/ VOTES AS IN
THIS EXAMPLE
1. ELECTION OF DIRECTORS
/ / FOR ALL NOMINEES LISTED BELOW / / WITHHOLD AUTHORITY TO VOTE FOR
(EXCEPT AS MARKED TO THE ALL NOMINEES LISTED BELOW
CONTRARY BELOW)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THAT NOMINEE'S NAME IN THE LIST BELOW.)
Ronald LaBow, Marvin L. Olshan
______________________________________________________________________________
2. Approval of the adoption of the Teledyne, Inc. 1995 Non-Employee Director
Stock Option Plan
FOR AGAINST ABSTAIN
/ / / / / /
3. In their discretion the proxies are authorized to vote for the election of
such substitute nominee(s) for director(s) as such proxies shall select if
any nominee(s) named above become(s) unable to serve and upon such other
business as may properly come before the meeting and any adjournments
thereof.
Please date this Proxy and sign exactly as
your name(s) appears hereon. When signing
as attorney, executor, administrator,
trustee, guardian or other representative,
give your full title as such. If a
corporation, sign the full corporate name
by an authorized officer, stating his/her
title. If a partnership, sign in
partnership name by authorized person.
Date: ______________________________, 1995
Signature ________________________________
Signature ________________________________
If held jointly
