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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))
/ / Definitive Proxy Statement
/X/ 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
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April 13, 1995
DEAR FELLOW TELEDYNE SHAREHOLDER:
As you know, WHX last November approached Teledyne concerning the
combination of Teledyne with WHX.
FINALLY, some four months later and only 28 days before the Annual Meeting,
the Teledyne Board decided to explore a "POSSIBLE" sale of the Company.
REMEMBER what Teledyne said:
"While the Company believes that substantial shareholder value
will be created through execution of its business plan, it is
committed to DETERMINING WHETHER A SALE of the Company or
other transaction will achieve superior value for Teledyne's
shareholders."
Do you believe that the Teledyne Board will follow through after the Annual
Meeting and really sell the Company?
WE ARE NOT CONVINCED!
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IS STAYING INDEPENDENT IN YOUR INTEREST?
The incumbent Teledyne Board has said that it believes that the execution
of its long-term business plan will create substantial shareholder value.
Did Teledyne's incumbent management create shareholder value in the past
year before WHX announced its intention to begin a proxy contest?
Consider the following:
- On December 20, 1994, the last trading day before our initial proposal
was made public, the closing price of a Teledyne share was $17 1/8,
having declined by 33.8% from $25 7/8, the price one year earlier.
- The recent rise in the Teledyne share price has taken place only after
our offer was made public.
WHERE DO YOU THINK TELEDYNE SHARES WOULD TRADE IF THE INCUMBENT TELEDYNE
DIRECTORS DO NOT SELL TELEDYNE AND INSTEAD CHOOSE TO PRESERVE ITS INDEPENDENCE?
NOW
IS THE TIME
TO SELL
TO THE HIGHEST BIDDER
OUR TWO NOMINEES IF ELECTED, WILL URGE THE OTHER FIVE DIRECTORS OF THE
TELEDYNE BOARD TO EFFECT A SALE NOW RATHER THAN REMAIN INDEPENDENT.
ARE YOU SURE TELEDYNE'S NOMINEES WILL DO THE SAME?
Just consider some of the actions of the incumbent Board:
- They refused to negotiate with us for months.
- They adopted a poison pill.
- They announced rich "golden parachute" termination agreements
(totalling $26.8 MILLION).
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ELECT OUR TWO NOMINEES
As we see it, the choice is simple if you are interested in enhancing the
value of your Teledyne shares.
In our opinion, the only way to KEEP THE PRESSURE ON the Teledyne Board to
sell Teledyne is to elect our two nominees who are committed, subject to their
fiduciary duties, to a sale of Teledyne to the highest bidder.
We believe that a failure to elect our nominees will give Teledyne
management an excuse not to sell Teledyne for the benefit of all shareholders.
ACT NOW
With only a little less than two weeks to go until the 1995 Annual Meeting,
the time to act is now.
Remember, your vote at this year's meeting may be the most important one
you will cast in the history of your investment in Teledyne.
WE BELIEVE THAT A VOTE FOR OUR NOMINEES IS A VOTE TO MAXIMIZE YOUR
INVESTMENT.
PLEASE MARK, SIGN, DATE AND MAIL THE WHITE PROXY CARD TODAY IN THE ENCLOSED
ENVELOPE.
Sincerely yours,
WHX CORPORATION
/s/ Ronald LaBow
-----------------
Ronald LaBow
Chairman of the Board of Directors
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IMPORTANT
The Proxy Statement previously sent to you details the background of our
proposal. Please read it carefully. IF, LIKE US, YOU BELIEVE THAT YOU
SHOULD HAVE THE OPPORTUNITY TO DECIDE THE FUTURE OF YOUR COMPANY AND
REALIZE THE FAIR VALUE OF YOUR TELEDYNE SHARES NOW, WE URGE YOU TO MARK,
SIGN, DATE AND MAIL THE WHITE PROXY CARD TODAY IN THE ENCLOSED ENVELOPE.
IF YOU HAVE ALREADY RETURNED A PROXY CARD TO TELEDYNE, YOU CAN REVOKE THAT
PROXY BY RETURNING A NEW WHITE PROXY CARD TODAY. ONLY YOUR LATEST DATED
PROXY CARD WILL BE COUNTED.
IF YOU NEED ADDITIONAL INFORMATION OR ASSISTANCE
IN VOTING YOUR SHARES, PLEASE CALL
GEORGESON & COMPANY INC., TOLL FREE AT 1-800-223-2064.
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