<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. ___)
[_] Filed by the Registrant
[x] Filed by a Party other than the Registrant
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14-
a6(e)(2))
[_] Definitive Proxy Statement
[x] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TELEDYNE, INC.
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(Name of Registrant as Specified in Its Charter)
WHX CORPORATION
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(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), 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: $
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed: <PAGE>
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Proxy Services Western Union
51 Mercedes Way Mailgram
Edgewood NY 11717
Alan Miller
Georgeson & Company Inc.
Wall Street Plaza
New York NY 10005
WHX CORPORATION
IMPORTANT
April 20, 1995
Dear Fellow Teledyne Shareholder:
The annual meeting of Teledyne, Inc. is only a few days away. We need
your support to elect directors who are committed to maximizing value
for Teledyne shareholders. A vote for the WHX nominees will send a
clear message to Teledyne's board that shareholders want to obtain
maximum value for their Teledyne shares now. In our view, that value
can only be realized through a sale of the company, given Teledyne's
mediocre historical performance. Send a message to Teledyne's board
that you want maximum value now and not the so-called "strategic
plan."
The value of your investment in Teledyne is at stake. Vote the white
proxy today. Remember, only your latest dated proxy counts.
Since time is short and your vote extremely important, we have
established a method to enable you to vote by toll-free telephone.
Please follow the simple instructions below.
Thank you for your support.
WHX Corporation
Ronald LaBow
Chairman of the Board of Directors
NYFS05...:\41\80941\0003\1635\FRM4245L.490<PAGE>
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Western Union
Mailgram
PAGE 2
TOLL-FREE PROXYGRAM OPERATORS
ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call toll-free 1-800-437-7699 anytime, day or night.
2. Tell the operator that you wish to send a collect proxygram to ID
NO. 4722, WHX Corporation.
3. State your name, address and telephone number.
4. State the bank or brokerage firm at which you shares are held.
5. State the control number that appears below your bank or brokerage
firm on this mailgram.
Alan Miller
Bank/Broker: Georgeson & Company Inc.
Control No.: 123456
No. of Shares: 500
If you need assistance in voting, call our solicitor, Georgeson &
Company, Inc. at 1-800-223-2064.
TELEDYNE, INC.
Annual Meeting of Stockholders - April 26, 1995
THIS PROXY IS SOLICITED ON BEHALF OF WHX CORPORATION
The stockholder designated below 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 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 DIRECTORS (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 NOMINEES AS BELIEVED
POSSIBLE UNDER THE THEN PREVAILING CIRCUMSTANCES. IF YOU WITHHOLD YOUR
VOTE FOR A NOMINEE, ALL OF YOUR
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Western Union
Mailgram
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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 A 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.
1. ELECTION OF DIRECTORS
( ) FOR all nominees ( ) WITHHOLD
listed below AUTHORITY to vote
(except as marked for all nominees
to the contrary listed below
below)
(INSTRUCTION: To withhold authority to vote for any individual
nominee, give that nominee's name to the operator.)
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 postponements and adjournments
thereof.
