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TELEDYNE, INC.
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[LOGO] TELEDYNE, INC.
2049 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067-3101
(310) 551-4306 FAX (310) 551-4267
March 29, 1995
Dear Fellow Teledyne Shareholder:
As substantial owners of Teledyne common stock, your Directors have one
overriding objective: building value for ALL Teledyne shareholders.
To achieve this goal, your Board and management are pursuing aggressive business
plans across all our operating units to generate profitable growth for the
balance of the 1990s and beyond. We are encouraged by our recent results and the
positive performance of our businesses thus far in 1995.
WE ARE COMMITTED TO EXPLORING ALTERNATIVES
FOR ENHANCING SHAREHOLDER VALUE
While the Company believes that substantial shareholder value will be created
through execution of its business plans, it is committed to determining whether
a sale of the Company or other transaction will achieve superior value for
Teledyne's shareholders.
To that end, the Company:
- commenced a process to solicit offers for the possible sale of Teledyne;
- retained the investment banking firm of Goldman, Sachs & Co. to assist in
this 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.
With the assistance of Goldman Sachs, we will assess any bona fide offers
against our baseline strategy of building shareholder value through the
execution of our business plans. The process your Company is pursuing will be
conducted in your best interests, carefully and expeditiously.
A PLAN FOR PROFITABLE GROWTH
The central themes of our companies' business plans were highlighted in the
recently mailed Teledyne Annual Report:
- business renewal through process improvement and new product development;
- expanded international business;
- developing commercial products from defense technologies; and
- acquisitions of complementary businesses.
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We are well positioned to advance this agenda as a result of the major
restructuring and realignment we completed over the past few years. These
efforts included:
- the disposition of over 25 businesses;
- the realignment of 65 operating companies into 18;
- a substantial reduction in operating costs; and
- the resolution of virtually all significant litigation dating from the
1980s.
The initial benefits of this plan can be seen in fourth quarter results that
were sharply higher than in prior years. Reflecting its confidence in the
Company's future, your Board voted in January to resume payment of quarterly
dividends on Teledyne's common stock.
WHX NOMINEES HAVE A CONFLICT OF INTEREST
WHX Corporation wants to replace your Board with members of the WHX Board. Its
nominees say they are committed to selling Teledyne. At the same time, WHX is
offering to buy Teledyne. They are offering $22 per share, $18 in cash and $4 in
WHX common stock.
The WHX nominees cannot be expected to protect the interests of Teledyne's
shareholders. All of them are WHX directors, whose fiduciary duties are to WHX
shareholders, not to Teledyne shareholders. By attempting to act as both a
seller and an inside-track bidder for Teledyne, the WHX slate has a clear and
irreconcilable conflict of interest.
Teledyne's objective is straight-forward -- to maximize the value of the Company
for our shareholders. WHX's objective is different. It is to buy Teledyne as
cheaply as possible for the benefit of WHX's shareholders. We think you are best
served by having directors whose economic interests are identical to yours, and
who are committed solely to enhancing the value of your investment.
We urge you to re-elect your current Board of Directors. Sign, date and mail the
GREEN proxy card promptly in the enclosed postage-paid envelope. Thank you for
your support.
On behalf of your Board of Directors,
Sincerely,
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<S> <C>
[SIG] [SIG]
William P. Rutledge Donald B. Rice
CHAIRMAN AND CHIEF EXECUTIVE OFFICER PRESIDENT AND CHIEF OPERATING OFFICER
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