<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:
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WHX
Contact: Joele Frank/Adam Miller
Abernathy MacGregor Scanlon
212/371-5999
FOR IMMEDIATE RELEASE
WHX URGES TELEDYNE SHAREHOLDERS
TO VOTE FOR WHX NOMINEES
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New York (April 20, 1995) - WHX Corporation (NYSE: WHX) today issued
the following statement:
"We urge all Teledyne shareholders to vote for the two WHX nominees at the
April 26, 1995 meeting of Teledyne shareholders. WHX's nominees are committed
to maximizing shareholder value by urging Teledyne's board to sell Teledyne to
the highest bidder.
"WHX has repeatedly expressed its willingness and desire to negotiate
with Teledyne but has been repeatedly rebuffed. If the WHX nominees are
elected, they will, consistent with their fiduciary obligations, do everything
in their power to influence the rest of the Teledyne board of directors to move
ahead expeditiously with a sale of Teledyne to the highest bidder."
WHX remains skeptical of the Teledyne board's pursuit of a sale of
the company.
WHX noted that should the Teledyne board of directors not seek to
maximize value and sell Teledyne to the highest bidder, options available
to WHX include: an offer on the same terms to all shareholders to acquire
at least a majority of Teledyne's outstanding shares, a consent solicitation,
the sale of WHX's Teledyne shares or, after December 22, 1995, the purchase
of additional shares of Teledyne. However, WHX noted that it has not yet
made any determination to pursue any of these options and will review its
alternatives in light of future developments.
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