<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (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
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
TELEDYNE, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/X/ $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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
------------------------------------------------------------------------
* $500 fee paid previously in connection with the filing of materials
pursuant to Section 240.14a-11(c) on February 24, 1995.
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[Logo] TELEDYNE, INC.
MAXIMIZING SHAREHOLDER VALUE:
COMMITMENT
[Logo] Substantial shareholder value will be created through execution of
Teledyne's business plan.
[Logo] Committed to determine if sale of the Company could deliver greater
shareholder value.
[Logo] Committed to doing the right thing for our shareholders.
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[Logo] TELEDYNE, INC.
MAXIMIZING SHAREHOLDER VALUE:
CURRENT PROCESS
THE COMPANY:
[Logo] Commenced a process to solicit offers for the possible sale of Teledyne;
[Logo] Retained the investment banking firm of Goldman, Sachs & Co. to assist
in the process;
[Logo] Received and is responding to expressions of interest from third parties
other than WHX Corporation;
[Logo] Is providing WHX Corporation the opportunity to participate in the
process on the same basis as any other bidder;
[Logo] Process is well underway and being pursued carefully and expeditiously.
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[Logo] TELEDYNE, INC.
MAXIMIZING SHAREHOLDER VALUE:
RECENT ACCOMPLISHMENTS
[Logo] Disposed of more than 25 businesses.
[Logo] Realigned 65 operating companies into 18, reducing overhead costs and
eliminating layer of corporate management.
[Logo] Resolved virtually all significant litigation dating from the 1980s.
[Logo] Resumed quarterly dividend.
[Logo] Adopted EVA as primary measure of financial performance.
[Logo] Encouraged by trend of 1994 results and strong performance so far in
1995.
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[Logo] TELEDYNE, INC.
STRATEGIES FOR PROFITABLE GROWTH
[Logo] Business renewal through process improvement and new product
development.
[Logo] Expanded international business.
[Logo] Developing commercial products from defense technologies.
[Logo] Acquisitions of complementary businesses.
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[Logo] TELEDYNE, INC.
STRATEGIES FOR PROFITABLE GROWTH
EXAMPLES OF BUSINESS RENEWAL THROUGH PROCESS IMPROVEMENT AND NEW PRODUCT
DEVELOPMENT:
[Logo] Water Pik introduced SenSonic-TM- Plaque Removal Instrument in 1994,
rolling out its new Pour-Thru Water Filter-TM- in 1995.
[Logo] Teledyne Laars will introduce its MAXX-PURE-TM- ozone sanitizing system
for swimming pools in 1995.
[Logo] Allvac, Wah Chang and Portland Forge producing exotic metals for the
orthopedic implant industry.
[Logo] Reduced Continental Motors' cylinder shop size from 42,000 square feet
to 14,000 square feet; production capacity almost doubled; costs reduced
by $300,000.
[Logo] New Rodney Metals rolling mill only one in the world that can reduce 50-
inch-wide metal to .0024 of an inch thin; reduces costs, increases
capacity.
[Logo] Across Teledyne -- cell-based manufacturing; plant consolidation; new
information and measurement systems.
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[Logo] TELEDYNE, INC.
STRAGETIES FOR PROFITABLE GROWTH
EXAMPLES OF EXPANDED INTERNATIONAL BUSINESS:
[Logo] Water Pik continues to grow existing markets in developed countries,
Eastern Europe and Russia for its water filtration products; targeting
developing areas for future expansion.
[Logo] Teledyne Brown Engineering will market its modular water treatment
systems in developing countries.
[Logo] Rodney Metals new distribution and service facility in Taiwan.
[Logo] Casting Service is selling new 120,000-pound cylindrical paper rolls to
the Northern European printing market.
[Logo] International sales in 1994 up to 21.4 percent from 19.9 percent in
1993.
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[Logo] TELEDYNE, INC.
STRATEGIES FOR PROFITABLE GROWTH
EXAMPLES OF DEVELOPING COMMERCIAL PRODUCTS FROM DEFENSE TECHNOLOGIES:
[Logo] Electronic Technologies introduced a compact, transportable, highly
sensitive mass spectrometer using technology developed under Army
contract exploring feasibility of detecting biological and chemical
agents on the battlefield.
[Logo] Electronic Technologies applying decades of experience developing
military encryption systems to develop security devices for next
generation of digital set-top boxes to prevent program piracy on cable
television and telephone networks.
[Logo] Vehicle Systems applies combat vehicle experience to commercial bus
suspension that allows the bus to "kneel".
(CONTINUED)
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[Logo] TELEDYNE, INC.
STRATEGIES FOR PROFITABLE GROWTH
[Logo] Brown Engineering is developing a series of modular point of entry water
treatment systems derived from Space Station technologies for ultrapure
filtration.
[Logo] Ryan Aeronautical's Ordnance business unit, which has been a leader in
the military ordnance arena, has leveraged this technology into
automotive airbag and seatbelt pretensioner applications.
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[Logo] TELEDYNE, INC.
STRATEGIES FOR PROFITABLE GROWTH
EXAMPLES OF ACQUISITIONS OF COMPLEMENTARY BUSINESSES:
[Logo] Acquired Kooi Beheer B.V., Europe's largest supplier of truck-mountable,
self-propelled material handlers.
[Logo] Acquired the business, product rights and other intellectual property of
Green Biosphere Designs, Canadian research lab with significant
expertise in water treatment technologies; Laars' MAXX-PURE ozone
sanitizing pool treatment system a direct result.
[Logo] Acquired Stromsholmen, a Sweden-based manufacturer of nitrogen gas
springs, in 1993 to complement the Company's Hyson line of similar
products.
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TELEDYNE, INC.
RESULTS OF OPERATIONS
(IN MILLIONS)
<TABLE>
<CAPTION>
YEAR
----------------------- 4TH QUARTER
1994 1993 1992 1994
------------------------ -----------
<S> <C> <C> <C> <C>
SALES:
Continuing Operations:
Aviation and Electronics 899.4 976.4 1,045.5 241.2
Specialty Metals 683.6 626.3 628.7 179.0
Industrial 322.8 338.7 311.7 94.2
Consumer 316.3 313.1 303.0 85.3
------------------------- -------
2,222.1 2,254.5 2,288.9 599.7
Discontinued 169.1 237.2 598.7 44.7
------------------------- -------
Total 2,391.2 2,491.7 2,887.6 644.4
------------------------- -------
------------------------- -------
INCOME BEFORE TAXES, EXTRAORDINARY LOSS
AND CUMULATIVE EFFECT OF ACCOUNTING
CHANGES:
CONTINUING OPERATIONS
AVIATION AND ELECTRONICS (2.2) 49.5 56.0 36.8
Government Settlements 88.8 3.6 19.7 -
------------------------- -------
86.6 53.1 75.7 36.8
SPECIALTY METALS 28.6 33.9 28.0 (3.1)
Government Settlements 13.0 - 0.2 13.0
------------------------- -------
41.6 33.9 28.2 9.9
INDUSTRIAL 13.5 15.1 11.6 11.0
CONSUMER 22.2 21.5 27.5 7.6
------------------------- -------
163.9 123.6 143.0 65.3
CORPORATE EXPENSE
Salaries and Benefits (21.2) (23.9) (23.6) (4.4)
Other (52.3) (52.4) (44.5) (17.9)
INTEREST EXPENSE (43.5) (45.1) (56.2) (11.2)
PENSION INCOME 79.1 66.2 37.9 22.5
OTHER 10.2 14.1 4.6 0.8
------------------------- -------
TOTAL CONTINUING 136.2 82.5 61.2 55.1
DISCONTINUED (38.1) (6.0) 45.7 (4.0)
GOVERNMENT SETTLEMENTS - CONTINUING OP'S (101.8) (3.6) (19.9) (13.0)
GAIN ON SALE OF LITTON COMMON STOCK - 40.4 - -
------------------------- -------
TOTAL (3.7) 113.3 87.0 38.1
------------------------- -------
------------------------- -------
MARGINS EXCLUDING GOVERNMENT SETTLEMENTS:
AVIATION AND ELECTRONICS 9.6% 5.4% 7.2% 15.3%
SPECIALTY METALS 6.1% 5.4% 4.5% 5.5%
INDUSTRIAL 4.2% 4.5% 3.7% 11.7%
CONSUMER 7.0% 6.9% 9.1% 8.9%
</TABLE>
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[Logo] TELEDYNE, INC.
PENSION SURPLUS: AN IMPORTANT STRATEGIC ASSET
Pension Assets Exceeded Liabilities by $928 million at December 31, 1994 of
which only $320 million is Recorded on Teledyne's Balance Sheet.
Surplus Generates Pension Income of approximately $84 million Before Tax per
Year.
As a Result of this Surplus, Teledyne Avoids Pension Expense of approximately
$21 million in 1995.
Commencing in 1994, the Company Reimburses $15 million annually of Retiree
Medical Expense from Surplus Pension Assets.
Surplus Pension Assets Offer other Strategic Value, e.g. Enhancing Earnings and
Cash Flow from Acquisitions.
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<PAGE>
[Logo] TELEDYNE, INC.
MAXIMIZING SHAREHOLDER VALUE
[Logo] Substantial shareholder value will be created through execution of
Teledyne's business plan.
[Logo] Committed to exploring alternatives for maximizing shareholder value:
- Commenced a process to solicit offers for the possible sale of
Teledyne;
- Retained the investment banking firm of Goldman, Sachs & Co. to
assist in the process;
- Received and is responding to expressions of interest from third
parties other than WHX Corporation; and
- Is providing WHX Corporation the opportunity to participate in the
process on the same basis as any other bidder.
[Logo] Committed to doing the right thing for our shareholders.
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