<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
-------------
[_] Filed by the Registrant
[x] Filed by a Party other than the Registrant
Check the appropriate box:
[x] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14-
a6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TELEDYNE, INC.
- ---------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
WHX CORPORATION
- ---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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: $ 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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<PAGE>
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 seven nominees of WHX named herein
(the "WHX Nominees") to the Board of Directors of Teledyne (the
"Board").
ALL WHX NOMINEES ARE COMMITTED TO A SALE OF TELEDYNE TO WHX
OR ANOTHER PURCHASER FOR A PRICE OF AT LEAST $22 PER SHARE OF TELEDYNE
COMMON STOCK, PAR VALUE $1.00 PER SHARE (THE "SHARES").
The record date for determining Stockholders (as hereinafter
defined) 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 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
preliminary proxy statement of Teledyne filed with the Securities and
Exchange Commission on February 27, 1995 (the "Teledyne Proxy
Statement"), as of the close of business on the Record Date, there
were Shares issued and outstanding.
NYFS05...:\41\80941\0003\2150\STA1165U.25L
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------------------
This Proxy Statement, the accompanying letter to
Stockholders and the WHITE proxy card are first being furnished to
Teledyne stockholders (collectively, the "Stockholders") on or about
March , 1995. The principal executive offices of the Company are
located at 1901 Avenue of the Stars, Los Angeles, California 90067-
6046.
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<PAGE>
IMPORTANT
At the Annual Meeting, WHX seeks to elect the WHX
Nominees as 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 REPRESENTATIVES ON THE TELEDYNE BOARD
WHO ARE COMMITTED TO A NEGOTIATED SALE OF TELEDYNE FOR A PRICE
OF AT LEAST $22 PER SHARE.
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
All WHX Nominees are committed to a sale or merger of the
Company for a price of at least $22 per Share. If elected, the WHX
Nominees will, subject in all respects to their fiduciary duties, seek
to cause the Company to (i) solicit and review all bona fide
acquisition offers and negotiate the sale of the Company and (ii)
remove any other barriers to facilitate a negotiated sale of the
Company. WHX currently plans that the solicitation would be conducted
by the Company together with a nationally recognized investment
banking firm which the WHX Nominees would cause the Company to retain.
The investment banking firm selected would not be a firm which is
advising or is otherwise providing investment banking services to WHX
and will assist the Board in reviewing all bona fide offers.
As indicated under "Background and Reasons for the
Solicitation" below, the incumbent Teledyne directors have rejected
WHX's acquisition proposal but have not presented you with any
alternative other than having the Company remain independent.
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<PAGE>
If, like us, you believe that you should have the
opportunity to decide the future of your company and that you should
have the chance to receive not less than $22 per Share for all of your
Shares, WHX urges you to vote your WHITE proxy card FOR the election
of each of the WHX Nominees. All of the WHX Nominees will, subject to
their fiduciary duties, seek to give all Stockholders the opportunity
to sell their Shares to WHX or another purchaser at a price of not
less than $22 per Share.
<PAGE>
<PAGE>
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 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
the seven directors of Teledyne at the Annual Meeting. The seven 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.
<PAGE>
<PAGE>
WHX NOMINEES FOR DIRECTORS:
Principal Occupation
and Business Experience
Name, Age and During Last Five Years;
Principal Business Address Current Directorships(F1)
-------------------------- ---------------------------
Neil D. Arnold (46) Director of WHX Corporation since July
Varity Corporation 1994(F2); Director of Wheeling-
672 Delaware Avenue Pittsburgh Corporation from 1992 to
Buffalo, New York July 1994; Senior Vice President and
14209 Chief Financial Officer of Varity
Corporation, a manufacturer of farm
machinery, automotive components and
diesel engines, since July 1990; prior
thereto for in excess of six years, a
Vice President or Senior Vice
President of such corporation.
Paul W. Bucha (51) Director of WHX Corporation since July
Paul W. Bucha & 1994(F2); Director of Wheeling-Pittsburgh
Company, Inc. Corporation from 1993 to July 1994;
Foot of Chapel Avenue President, Paul W. Bucha & Company,
Jersey City, New Jersey Inc., an international marketing
07305 consulting firm, 1979 to present;
President and Managing Partner, Port
Liberte Partners, 1984-January 1993.
Robert A. Davidow (52) Director of WHX Corporation since July
11601 Wilshire Blvd., 1994(F2); Director of Wheeling-Pittsburgh
Suite 1940 Corporation since 1991; Private
Los Angeles, California investor since January 1990. Mr.
90025 Davidow is also a director of Arden
Group, Inc.
- -------------------
(F1) Unless otherwise indicated, all directorships are of
publicly held corporations.
(F2) In July 1994, WHX Corporation was created as the new
holding company of the Wheeling-Pittsburgh Corporation group of
companies (the "Corporate Reorganization"). Pursuant to the
Corporate Reorganization, Wheeling-Pittsburgh Corporation became
a wholly-owned subsidiary of WHX Corporation.
<PAGE>
<PAGE>
William Goldsmith (76) Director of WHX Corporation since July
221 Executive Circle, 1994(F2); Director of Wheeling-
Suite 11 Pittsburgh Corporation from 1987 to
Savannah, Georgia July 1994; Management and Marketing
31406 Consultant; Chairman and Chief
Executive Officer of Overspin Golf
Company, a privately held company,
since January 1994; Chairman of the
Board, TMP, Inc. dba "The Meeting
Place," a privately held company, from
January 1992 to July 1993; Chairman of
the Board and Chief Executive Officer
of Fiber Fuel International, Inc., a
privately held company, from 1994 to
present; Life Trustee to Carnegie
Mellon University since 1980.
Ronald LaBow (60) Chairman of the Board of Directors of
Stonehill Investment WHX Corporation since July 1994(F2);
Corp. Chairman of the Board of Directors of
110 East 59th Street Wheeling-Pittsburgh Corporation since
New York, New York 1991; President, Stonehill Investment
10022 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
Olshan Grundman Frome & Corporation since July 1994(F2); Director
Rosenzweig and Secretary of Wheeling-Pittsburgh
505 Park Avenue Corporation since 1991; Partner,
New York, New York Olshan Grundman Frome & Rosenzweig,
10022 1956 to present; Chairman, President
and Director, Regency Equities Corp.,
1984 to December 1990.
- ----------------
(F2) In July 1994, WHX Corporation was created as the new
holding company of the Wheeling-Pittsburgh Corporation group of
companies. Pursuant to the Corporate Reorganization, Wheeling-
Pittsburgh Corporation became a wholly-owned subsidiary of WHX
Corporation.
<PAGE>
<PAGE>
Raymond S. Troubh (68) Director of WHX Corporation since July
10 Rockefeller Plaza, 1994(F2); Director of Wheeling-
Suite 712 Pittsburgh Corporation from 1992 to
New York, New York July 1994; Financial Consultant for in
10021 excess of past five years. Mr. Troubh
is also a director of ADT Limited,
America West Airlines, Inc., American
Maize-Products Company, Applied Power
Inc., ARIAD Pharmaceuticals, Inc.,
Becton, Dickinson and Company, Benson
Eyecare Corporation, Foundation Health
Corporation, General American
Investors Company, Manville
Corporation, Olsten Corporation,
Petrie Stores Corporation, Riverwood
International Corporation, Time Warner
Inc. and Triarc Companies, Inc.
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 intend to cumulate such votes in a manner so
as to maximize representation on the 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 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
- ----------------
(F2) In July 1994, WHX Corporation was created as the new
holding company of the Wheeling-Pittsburgh Corporation group of
companies. Pursuant to the Corporate Reorganization, Wheeling-
Pittsburgh Corporation became a wholly-owned subsidiary of WHX
Corporation.
<PAGE>
<PAGE>
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 Board.
If four WHX Nominees are elected, the WHX Nominees will
constitute a majority of the Board. The persons named as proxies 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 Board
is increased prior to the election of directors at the Annual Meeting,
the proxy holders reserve the right to vote for any additional
nominees for directors nominated by WHX in order that the WHX Nominees
constitute a majority of the Board.
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 any of the WHX Nominees by writing the
name of such nominee in the space 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.
WHX believes that it is in YOUR best interest to elect the
WHX Nominees at the Annual Meeting. ALL OF THE WHX NOMINEES ARE
COMMITTED TO A SALE OF THE COMPANY TO WHX OR ANOTHER PURCHASER IN A
TRANSACTION IN WHICH ALL STOCKHOLDERS WILL RECEIVE AGGREGATE
CONSIDERATION VALUED AT NOT LESS THAN $22 PER SHARE FOR ALL OF THEIR
SHARES.
WHX STRONGLY RECOMMENDS A VOTE FOR THE ELECTION OF THE WHX
NOMINEES.
<PAGE>
<PAGE>
BACKGROUND AND REASONS FOR THE SOLICITATION
BACKGROUND.
On November 28, 1994, Mr. LaBow sent the following letter on
behalf of WHX to the 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
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<PAGE>
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.
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
Board. On December 5, 1994, Mr. LaBow sent the following letter to
Mr. Rutledge:
<PAGE>
<PAGE>
"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 to 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"
<PAGE>
<PAGE>
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.
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."
<PAGE>
<PAGE>
On January 5, 1995, the 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 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
Board.
WHX remains willing to negotiate with Teledyne with respect
to its proposal to acquire Teledyne. If such negotiations 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 Board to consummate a negotiated acquisition of Teledyne for
aggregate consideration of at least $22 per Share. WHX reserves the
right to alter the terms of its initial proposed acquisition made by
letter, dated November 28, 1994 (the "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.
REASONS FOR THE SOLICITATION; PLANS FOR SALE OF TELEDYNE.
In light of Teledyne's rejection of the Acquisition Proposal
and its refusal to enter into discussions or negotiations regarding a
potential merger transaction, WHX has determined to seek your votes in
support of the WHX Nominees for election to the Board at the Annual
Meeting. WHX believes that you, the true owners of Teledyne, should
have the right to decide whether Teledyne should be sold. 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 pursuant to which Stockholders would
receive aggregate consideration valued at not less than $22 per Share.
If the WHX Nominees are elected and constitute a majority of
the members of the Board, it is anticipated that the
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WHX Nominees, subject in all respects to their fiduciary duties, would
cause Teledyne to (i) solicit and review all bona fide acquisition
offers and negotiate the sale of Teledyne and (ii) redeem the Poison
Pill and remove any other barriers to facilitate a negotiated sale of
Teledyne.
The WHX Nominees intend, if elected, to cause Teledyne to
retain as advisors a nationally recognized investment banking firm,
other than any firm which is advising or otherwise providing
investment banking services to WHX, to solicit persons interested in
acquiring Teledyne and to assist in reviewing all bona fide offers for
the acquisition of Teledyne that may be received. It is presently
anticipated that any such investment banking firm would be instructed
by Teledyne to conduct the solicitation of bona fide offers to acquire
the Company in accordance with Delaware law and without giving any
bidder or potential bidder, including WHX, information not otherwise
given to all bidders or potential bidders during the period prior to
any presentation of, or recommendation with respect to, any such
offers to the Board. It is presently anticipated that, if the WHX
Nominees are elected, they will, subject in all respects to their
fiduciary duties, in consultation with such advisors, determine and
cause the Board to implement appropriate procedures to conduct the
review of bona fide acquisition proposals and establish a date by
which all bona fide offers to be considered by the Board must be
received by the Board. It is expected that the WHX Nominees will
cause the Board (including the WHX Nominees) to consider any bona fide
offer to acquire Teledyne that has satisfactory arrangements for
financing, is higher in value than $22 per share and does not involve
unacceptable risks to, or delays in the consummation of, a negotiated
acquisition of Teledyne. In evaluating any such offer, it is expected
that the Board (including the WHX Nominees) would consider all
relevant criteria and respond, as appropriate, in accordance with
their fiduciary duties to the Stockholders. It is also expected that
the WHX Nominees will take such steps to cause the Board to facilitate
a negotiated acquisition of Teledyne as promptly as may be appropriate
under the circumstances, including seeking to cause Teledyne to redeem
the Rights and grant requisite approval under Section 203 of the
Delaware General Corporation Law. In the event the 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) up to a maximum of $ .
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<PAGE>
If the WHX Nominees constitute a majority of the Board, WHX
presently intends to propose acquiring the entire equity interest in
Teledyne by entering into a merger agreement with Teledyne (the "WHX
Merger Agreement") pursuant to which a wholly-owned subsidiary of WHX
would be merged with Teledyne (the "Merger") and each outstanding
Share (other than Shares held by WHX or any of their respective
wholly-owned subsidiaries, treasury shares and shares held by
Stockholders who properly exercise any appraisal rights available to
them under the Delaware General Corporation Law) would be converted
into the right to receive aggregate consideration of at least $22 per
Share consisting of cash of at least $11 per Share and the balance in
shares of WHX convertible preferred stock (valued on the date of the
WHX Merger Agreement) which has terms substantially similar to the
terms of the WHX Series A Convertible Preferred Stock which is
currently traded on the New York Stock Exchange (the "NYSE"). As with
the WHX Series A Convertible Preferred Stock, the WHX convertible
preferred stock to be received by Stockholders pursuant to the Merger
would be convertible into WHX common stock at any time at a price of
$15.78 per share, subject to adjustment.
There can be no assurance that if all of the WHX Nominees
are elected, they will be able to cause Teledyne to be sold for more
than $22 per Share or to effectuate the Merger. Furthermore, if the
WHX Nominees elected as directors of Teledyne constitute less than a
majority of directors, there is no assurance that they will be able to
influence the Board to effectuate a sale of Teledyne or take other
actions to increase stockholder value.
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 the proposal
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made, 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 Stockholders will be asked to approve the Teledyne, Inc. 1995
Non-Employee Director Stock Option Plan (the "Plan") adopted by the
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.
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
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in support of the election of WHX's seven nominees named herein as
directors of Teledyne.
The 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
close of business on March 1, 1995, there were 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
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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.
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 $ , 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
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Georgeson will employ approximately 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 Board which constitute a
majority of such 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
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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 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) up to a maximum of $ . Costs incidental
to these solicitations of proxies include expenditures for printing,
postage, legal, accounting, public relations, soliciting, advertising
and related expenses and are expected to be approximately $ .
Total costs incurred to date in furtherance of or in connection with
these solicitations of proxies are approximately $ .
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, such
individuals and the WHX Nominees and certain transactions between any
of them and Teledyne. Schedule
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<PAGE>
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 , 1995
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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
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER
BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
-------------------- ----------------------------------
Paul W. Bucha Director; President, Paul W.
Bucha and Company, Inc.
Frederick G. Chief Financial Officer of WHX;
Chbosky Executive Vice President -
Finance and Chief Financial
Officer of Wheeling-Pittsburgh
Steel Corporation
Robert A. Director; Private Investor
Davidow
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 Grundman Frome
& Rosenzweig
Stewart E. Tabin Assistant Treasurer of WHX;
Vice President, Stonehill
Investment Corp.
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Neale X. Assistant Treasurer of WHX;
Trangucci Vice President, Stonehill
Investment Corp.
Raymond S. Director; Financial Consultant
Troubh
Steven Wolosky Assistant Secretary of WHX;
Partner, Olshan Grundman Frome
& Rosenzweig
James L. Wareham Director; President of WHX;
Chairman of the Board and Chief
Executive Officer, Wheeling-
Pittsburgh Steel Corporation
REPRESENTATIVES OF WHX
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER
BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
-------------------- ----------------------------------
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
Donaldson, Lufkin DLJ
& Jenrette
Securities
Corporation
2121 Avenue of the
Stars
Los Angeles,
California 90067
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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
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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:
Ronald LaBow and Marvin L. Olshan have agreed to serve as
the proxies on the WHITE proxy card.
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
, 1995, DLJ held a net short position of less than %
of all the outstanding shares of Teledyne common stock.
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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.
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SCHEDULE III
SHARES HELD BY TELEDYNE'S MANAGEMENT
As of March , 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")) ________ Shares (or approximately __% 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 documents on
file as of _______________ with the Securities and Exchange Commission
under the Exchange Act, ________________ beneficially owns 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.
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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.
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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 ____________________ and ____________________ 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 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 AS MANY
NOMINEES AS BELIEVED POSSIBLE UNDER THE THEN PREVAILING CIRCUMSTANCES.
IF YOU WITHHOLD YOUR VOTE FOR A NOMINEE, ALL OF YOUR CUMULATIVE VOTES
WILL BE DISTRIBUTED AMONG THE REMAINING NOMINEES AT THE DISCRETION OF
THE PROXIES. 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.
(Continued and to be signed on the other side)
NYFS05...:\41\80941\0003\1635\NTS2285S.55A
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<PAGE>
Item (1) ELECTION OF DIRECTORS
/ / FOR all nominees listed below (except as marked to the
contrary below)
/ / WITHHOLD AUTHORITY to vote for all nominees listed below
Neil D. Arnold, Paul W. Bucha, Robert A. Davidow, William
Goldsmith, Ronald LaBow, Marvin L. Olshan, Raymond S. Troubh
(INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name on the line
below.)
............................................................
....
Item (2) Approval of the adoption of the Teledyne, Inc. 1995 Non-
Employee Director Stock Option Plan
/ / FOR
/ / AGAINST
/ / ABSTAIN
Item (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
