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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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[_] 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.
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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)
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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1996 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 1996
Annual Meeting of Stockholders of Teledyne, Inc., a Delaware
corporation (the "Company" or "Teledyne"), to be held at 11:00 a.m. on
Wednesday, April 24, 1996, at the Century Plaza Hotel, 2025 Avenue of
the Stars, Los Angeles, California 90067-4696 and at any adjournments
or postponements thereof (the "Annual Meeting" or the "1996 Annual
Meeting").
At the Annual Meeting, eight 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 eight nominees of WHX named herein
(the "WHX Nominees") to the Board of Directors of Teledyne (the
"Teledyne Board").
THE WHX NOMINEES ARE COMMITTED TO A SALE OF TELEDYNE TO THE
HIGHEST BIDDER AND WILL ATTEMPT TO EFFECT SUCH A SALE RATHER THAN
REMAIN INDEPENDENT.
The record date for determining stockholders of Teledyne
(collectively, "Stockholders") entitled to notice of and to vote at
the Annual Meeting is February 28, 1996 (the "Record Date").
Stockholders of record at the close of business on the Record Date
will be entitled to one vote for each share of Teledyne common stock,
par value $1.00 per share (the "Shares"), 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 (8) 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 March 1, 1996
(the "Teledyne Proxy Statement"), on the Record Date, there were
55,896,923 Shares issued and outstanding and entitled to vote.
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This Proxy Statement, the accompanying letter to
Stockholders and the WHITE proxy card are first being furnished to
Stockholders on or about March __, 1996. The principal executive
offices of the Company are located at 2049 Century Park East, Los
Angeles, California 90067-3101.
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IMPORTANT
At the Annual Meeting, WHX seeks to elect the WHX
Nominees as all of 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
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NOMINEES.
A VOTE FOR THE WHX NOMINEES WILL PROVIDE YOU-THE
OWNERS OF TELEDYNE-WITH A BOARD WHICH IS COMMITTED TO A
NEGOTIATED SALE TO OR MERGER OF TELEDYNE WITH THE HIGHEST
BIDDER.
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
In March 1995, the Teledyne Board also announced that it was
soliciting purchasers in a possible sale of the Company prior to the
1995 Annual Meeting of Stockholders of the Company (the "1995 Annual
Meeting"). This followed WHX's proposal in November 1994, as amended
in March 1995, to acquire all of the outstanding Shares which proposal
was rejected by the Teledyne Board. In October 1995, however, the
directors of Teledyne, other than Ronald LaBow, a director of Teledyne
and Chairman of the board of directors of WHX, voted to cancel these
efforts.
In February 1996, WHX proposed to acquire the Company at $30
per share, two-thirds of which would be payable in cash and one-third
of which would be payable in WHX common stock. WHX increased its
offer to $32 per share, $22 of which would be payable in cash and $10
of which would be payable in WHX common stock (the "1996 Acquisition
Proposal"), on February 26, 1996. The Teledyne directors, other than
Ronald LaBow, rejected WHX's 1996 Acquisition Proposal.
In light of the failure of Teledyne's Board to commit to the
sale of the Company, WHX has determined to seek your votes in support
of the WHX Nominees for election to the Teledyne Board at the Annual
Meeting. All of WHX's Nominee are committed to a sale or merger of
the Company for a price of at least $32 per Share. If elected, the
WHX Nominees will seek to (i) solicit and review all acquisition
offers and negotiate the sale of the Company and (ii) remove any other
barriers to facilitate a negotiated sale of the Company. All of the
WHX Nominees are either directors or officers of WHX. Any WHX Nominee
who retains his position with WHX or any of its subsidiaries after the
1996 Annual Meeting and who is elected to the Teledyne Board will have
a conflict of interest in evaluating the 1996 Acquisition Proposal or
any other WHX proposal to acquire all of the outstanding Shares.
Because of possible conflicts of interest that might exist if all of
the WHX Nominees were elected to the Teledyne Board, WHX currently
plans that the solicitation would be conducted by the Company together
with a nationally recognized investment banking firm which the WHX
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Nominees would cause the Company to retain, or the Company's current
investment banking firm, as described in "Background and Reasons for
the Solicitation." The investment banking firm selected, if different
than the Company's current investment banking firm (which was not
chosen by WHX), would not be a firm which is advising or is otherwise
providing investment banking services to WHX and will assist the
Teledyne Board in reviewing all offers. For further information with
respect to the contemplated sale process, including the conflicts of
interest in connection therewith, see "Background and Reasons for the
Solicitation -- Reasons for the Solicitation; Plans for Sale of
Teledyne."
If, like us, you share the opinion that the Company should
be sold so that you can maximize the value of your Shares, WHX urges
you to vote your WHITE proxy card FOR the election of the WHX
Nominees. All of the WHX Nominees will seek to give all Stockholders
the opportunity to dispose of their Shares in a transaction with WHX
or another purchaser at a price of not less than $32 per Share. The
WHX Nominees are committed to the sale of Teledyne for a price of at
least $32 per Share.
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, Ronald LaBow, Donald B.
Rice, George A. Roberts, William P. Rutledge, Fayez Sarofim and Henry
E. Singleton, will expire at the Annual Meeting. The Teledyne Proxy
Statement further states that 8 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 eight directors of Teledyne at the Annual Meeting. The eight 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.
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WHX NOMINEES FOR DIRECTORS:
Principal Occupation
and Business Experience
Name, Age and During Last Five Years;
Principal Business Address Current Directorships (1)
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Neil D. Arnold (47) Director of WHX Corporation since
Varity Corporation July 1994 (2); Director of
672 Delaware Avenue Wheeling-Pittsburgh Corporation from
Buffalo, New York 1992 to July 1994; Senior Vice
14209 President and 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 (53) Director of WHX Corporation since
Paul W. Bucha July 1994 (2); Director of Wheeling-
& Company, Inc. Pittsburgh Corporation from 1993 to
Foot of Chapel Avenue July 1994; President, Paul W. Bucha &
Jersey City, Company, Inc., an international
New Jersey 07305 marketing consulting firm, 1979 to
present; President, BLHJ, Inc., an
international consulting firm, since
July 1991 to present; President, The
Spoerry Group, the general partner of
a real estate partnership, from 1986-
January 1992; President,
Congressional Medal of Honor Society
of U.S., September 1995 to present.
Robert A. Davidow (53) Director of WHX Corporation since
11601 Wilshire July 1994 (2); Director of Wheeling-
Boulevard Pittsburgh Corporation since 1991;
Suite 1940 Private investor since January 1990.
Los Mr. Davidow is also a director of
Angeles, California Arden Group, Inc.
90025
Ronald LaBow (61) Chairman of the Board of Directors of
Stonehill Investment WHX Corporation since July 1994 (2);
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. Mr. LaBow
is also a director of Regency
Equities Corp., a real estate
company, and Teledyne, Inc.
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(1) Unless otherwise indicated, all directorships are of
publicly held corporations.
(2) 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.
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Marvin L. Olshan (68) Director and Secretary of WHX
Olshan Grundman Corporation since July 1994 (2);
Frome & Director and Secretary of Wheeling-
Rosenzweig LLP Pittsburgh Corporation since 1991;
505 Park Avenue Partner, Olshan Grundman Frome &
New York, New York Rosenzweig LLP, 1956 to present.
10022
Stewart E. Tabin (39) Director of Wheeling-Pittsburgh Steel
Stonehill Investment Corporation since 1992; Vice
Corp. President, Stonehill Investment Corp.
110 East 59th Street since 1990.
New York, New York
10022
Neale X. Trangucci (38) Director of Wheeling-Pittsburgh Steel
Stonehill Investment Corporation since 1991; Director of
Corp. Wheeling Nisshin, Inc., a privately
110 East 59th Street held company, since 1993; Vice
New York, New York President, Stonehill Investment Corp.
10022 since 1990.
Raymond S. Troubh (69) Director of WHX Corporation since
10 Rockefeller Plaza, July 1994 (2); Director of
Suite 712 Wheeling-Pittsburgh Corporation from
New York, New York 1992 to July 1994; Financial
10020 Consultant for in excess of past five
years. Mr. Troubh is also a director
of ADT Limited, a provider of
electronic security alarm protection,
America West Airlines, Inc., Applied
Power Inc., a manufacturer and
distributor of hydraulic power
equipment, ARIAD Pharmaceuticals,
Inc., Becton, Dickinson and Company,
a medical instrumentation and
equipment company, Benson Eyecare
Corporation, Diamond Offshore
Drilling, Inc., Foundation Health
Corporation, General American
Investors Company, Manville
Corporation, Olsten Corporation, a
temporary help company, Petrie Stores
Corporation, a retail chain,
Riverwood International Corporation,
a packaging and carton company, Time
Warner Inc. and Triarc Companies,
Inc., a company engaged in the
production and distribution of food
and soft drinks.
Cumulative voting for directors will be in effect at the
Annual Meeting. Cumulative voting means that each Stockholder will be
entitled to cast a number of votes, distributed among any one or more
nominees, equal to the number of Shares held of record on the Record
Date by such Stockholder multiplied by the number of directors (8) 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 on the WHITE proxy card intend to cumulate
such votes in a manner so as to maximize representation on the
Teledyne Board of the WHX Nominees.
- --------------------
(2) 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, a publicly held
company.
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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 the WHX 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 be cast and on such other factors
as WHX, in its discretion, may deem appropriate and consistent with
the goal of maximizing the number of WHX Nominees elected to the
Teledyne Board.
If five WHX Nominees are elected, the WHX Nominees will
constitute a majority of the Teledyne Board. The persons named as
proxies on the WHITE proxy card 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 Teledyne Board is increased prior to the
election of directors at the Annual Meeting, the persons named as
proxies on the WHITE proxy card 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 Teledyne 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 AT A
PRICE OF NOT LESS THAN $32 PER SHARE.
WHX STRONGLY RECOMMENDS A VOTE FOR THE ELECTION OF THE WHX
NOMINEES.
BACKGROUND AND REASONS FOR THE SOLICITATION
BACKGROUND.
On November 28, 1994, Mr. LaBow sent a letter on behalf of
WHX to the Teledyne Board offering to acquire in a merger transaction
all of the outstanding shares of common stock of Teledyne at a price
of $22 per Share in cash and WHX convertible preferred stock
representing a premium of approximately 23% over the closing market
price of Teledyne common stock on November 25, 1994.
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 Teledyne Board. On December 5, 1994, Mr. LaBow sent a letter
to Mr. Rutledge formally proposing a meeting to be attended by
investment bankers and Company personnel, so that WHX could answer any
questions Teledyne might have concerning such issues as WHX's
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ability to consummate a business combination with Teledyne and the
value of the WHX securities WHX was preparing to offer to
Stockholders.
On December 6, 1994, Mr. Rutledge sent a letter to Mr. LaBow
rejecting WHX's request for a meeting because of an impending Teledyne
Board meeting.
On December 19, 1994, Mr. Rutledge sent a letter to Mr.
LaBow stating that the Teledyne Board had no interest in pursuing
WHX's proposal.
On December 21, 1994, WHX issued a press release publicly
announcing that the Teledyne Board had no interest in pursuing WHX's
merger proposal dated November 28, 1994 in which 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 WHX convertible
preferred stock.
On January 5, 1995, the Teledyne 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 Teledyne 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 Teledyne Board.
In February 1995, a wholly owned subsidiary of WHX notified
Teledyne that it intended to nominate certain individuals for election
to the Teledyne Board. Subsequently WHX nominated two individuals for
election to the Teledyne Board, one of whom, Ronald LaBow, Chairman of
the WHX board of directors, was elected at the 1995 Annual Meeting.
On March 5, 1995, the Teledyne Board offered individual
severance agreements (the "Severance Agreements") with each of
Teledyne's executive officers. As disclosed in the Teledyne Proxy
Statement, on February 29, 1996, the Teledyne Board approved
amendments to the Severance Agreements extending their term one year.
The Severance Agreements provide various benefits to such executive
officers in the event their employment is terminated under certain
conditions within one year of a Change of Control defined to include,
among other things, (i) the acquisition of a majority of the voting
power of the Company's stock on or prior to July 31, 1997; (ii) the
individuals who comprised the Teledyne Board on March 5, 1995 cease to
comprise a majority of the Teledyne Board at or before the conclusion
of the 1996 Annual Meeting, or (iii) a merger, consolidation,
reorganization or sale of all or substantially all of the Company's
assets occurs and the Company's Stockholders do not own, in
substantially the same proportion as immediately before such
transaction, at least 70% of the voting securities of the entity which
results from such merger, consolidation or reorganization or which
acquires such assets.
The Severance Agreements provide to each executive officer
named above (i) a lump sum payment based on a multiple of his or her
annualized compensation, including performance bonuses, (ii)
continuation for up to two years of the life and health insurance
benefits that were being provided by the Company to such officer and
his or her family immediately prior to termination, (iii) personal
financial and estate planning services and (iv) outplacement services
for up to 52 weeks at the Company's expense (up to a maximum of
$15,000). Each of the Severance Agreements contains identical terms
and conditions, except that the severance compensation multiple for
Mr. Rutledge and Dr. Rice is 2.5 and the multiple for the other
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executive officers is 2.25. As disclosed in the Teledyne Proxy
Statement, all severance benefits payable under the Severance
Agreements would be reduced to the extent necessary to prevent any
executive officer from being subject to the excise tax provisions of
Section 4999 of the Internal Revenue Code of 1986, as amended (the
"Code"), applicable to any "excess parachute payment" (as defined in
Section 280G of the Code) and to preserve the ability of Teledyne to
deduct the severance benefits paid; provided, that the severance
benefits payable to an executive officer may not exceed the highest
amount payable to Teledyne's Chairman and Chief Executive Officer. As
disclosed in the Teledyne Proxy Statement, severance arrangements also
are in effect for certain other employees of Teledyne and its
subsidiaries, conditional on a change of control with respect to
Teledyne and termination upon significant negative changes in the
terms of employment for such employees. As disclosed in the Teledyne
Proxy Statement, in total, approximately 235 employees are covered by
such arrangements. As disclosed in the Teledyne Proxy Statement, if
all such employees and all of the executive officers subject to the
Severance Agreements were terminated upon a change of control, at
current salary and target bonus levels, the maximum aggregate value of
benefits to be received by all such individuals as a group would be
approximately $28 million.
On March 22, 1995, WHX and Teledyne entered into a
confidentiality agreement (the "Confidentiality Agreement") pursuant
to which WHX agreed to keep confidential non-public information
concerning Teledyne that Teledyne may, in its discretion, disclose to
WHX. Among other provisions customary in confidentiality agreements,
WHX agreed in the Confidentiality Agreement, for a period ending
December 22, 1995, without the prior consent of Teledyne, to not
acquire, directly or indirectly, any of the outstanding Shares other
than pursuant to a possible negotiated transaction with Teledyne, or a
possible offer made on the same terms to all the Stockholders to
acquire at least a majority of the outstanding Shares. Thereafter,
representatives of Teledyne disclosed certain non-public information
to representatives of WHX and information relating to WHX was given to
Teledyne representatives.
On March 27, 1995, Messrs. Rutledge and Rice sent a letter
to Mr. LaBow stating that the Teledyne Board had instructed its
investment bankers to formally solicit offers for the possible sale of
the Company and requesting that WHX terminate its pending proxy fight.
On March 28, 1995, Teledyne announced, among other things,
that it (i) had commenced a process to solicit offers for the possible
sale of the Company, (ii) had retained an investment banking firm to
assist in such process and (iii) had received and was responding to
expressions of interest from third parties other than WHX. Teledyne
further announced that it had requested WHX to terminate its announced
proxy contest.
On March 28, 1995, Mr. LaBow sent to the Teledyne Board, on
behalf of the WHX Board, a letter altering the terms of WHX's initial
proposed acquisition made by letter, dated November 28, 1994. WHX's
revised proposal was to acquire in a merger transaction all of the
outstanding Shares at a price of $22 per Share payable in a
combination of $18 per Share in cash and $4 per Share in WHX common
stock.
At the 1995 Annual Meeting, WHX received enough votes to
elect Mr. LaBow as a director of the Teledyne Board.
On October 26, 1995, the Teledyne Board announced that it
was officially discontinuing its search for a potential buyer for the
Company.
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On February 9, 1996, Mr. LaBow sent to Mr. Rutledge, on
behalf of the WHX Board, the following letter:
"Dear Bill:
This letter is for the purpose of proposing a business
combination between WHX Corporation ("WHX") and Teledyne, Inc.
("Teledyne") 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 $30
per Teledyne share. Our proposal represents a premium of
approximately 12% over the closing market price of your common
stock on February 9, 1996.
In the merger, Teledyne stockholders would receive a
combination of approximately two-thirds in cash and one-third in
WHX common stock.
This proposal is, and consummation of the acquisition would
be, subject to the negotiation, preparation and execution of
appropriate definitive agreements containing mutually acceptable
representations, warranties, terms and conditions, and requisite
shareholder approvals.
In pursuing this combination, 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 $420 million in cash and cash equivalents.
We certainly are prepared to provide you with additional
information regarding WHX and it is possible that we would be
prepared to increase our offer if additional information
demonstrates to us that additional consideration is warranted.
We trust that the Teledyne Board of Directors will recognize
the extraordinary opportunity that a combination with WHX
represents for Teledyne stockholders. Not only would Teledyne
shareholders receive a substantial amount of cash but they will
own approximately one-half of the combined business, offering
them an opportunity to share in the benefits of the combination,
including Teledyne's business plan and the full utilization of
its assets.
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.
Sincerely,
/s/ Ronald LaBow
Chairman of the Board"
On February 21, 1996, Teledyne announced that it was sending
a letter to its stockholders in which it stated that "we are now
reviewing another proposal from WHX Corporation to acquire Teledyne."
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On February 26, 1996, Mr. LaBow sent to Mr. Rutledge, on
behalf of the WHX Board, the following letter:
"Dear Bill:
We note from your recent letter to Teledyne's shareholders
that Teledyne's Board will "thoroughly and fairly consider the
new WHX proposal" and will pursue it if it presents the best
opportunity to maximize shareholder value.
To assist the Board in discharging its fiduciary duties, the
Board of Directors of WHX Corporation has authorized me to
increase to $32 per share our February 9, 1996 offer to you to
acquire in a merger transaction all of the outstanding shares of
common stock of Teledyne. In the merger, the Teledyne
stockholders would receive a combination of $22 per share in cash
and the balance in WHX common stock. Our February 9, 1996
letter, as amended to $32 per share, continues to reflect the
terms of our present offer.
With respect to timing, because Teledyne's By-laws require
advance notice of intention to nominate directors at the
April 24, 1996 Annual Meeting, we were compelled to notify you of
our intended slate last Friday so as to be timely under your
By-laws. Hopefully, we can move forward promptly toward
consummating this business combination so that another proxy
contest can be avoided.
We continue to believe that our proposed business
combination is an extraordinary opportunity for Teledyne
stockholders. It represents a substantial premium to market,
allows Teledyne shareholders to receive a substantial amount of
cash while owning approximately one-half of the combined
business, offering them an opportunity to share in the benefits
of the combination, including your business plan and the full
utilization of its assets.
With respect to your February 26, 1996 letter to
shareholders, we disagree with your characterization of events in
a number of respects, particularly in that it was made perfectly
clear to you and another director that WHX was considering at
that time making another proposal to Teledyne.
We remain available to meet at any time to discuss your
consideration of our proposal.
Very truly yours,
/s/ Ronald LaBow
Chairman of the Board"
On February 29, 1996, Teledyne announced that it had
completed its review of WHX's 1996 Acquisition Proposal. The
announcement stated that "the Board determined that it is not in the
best interests of Teledyne shareholders to pursue WHX's merger
proposal."
WHX remains willing to negotiate with Teledyne with respect
to all of the terms, including the form of consideration, of its
proposal to acquire Teledyne. If any such negotiations are held and
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.
10<PAGE>
<PAGE>
As indicated elsewhere in this Proxy Statement, the WHX Nominees, if
elected, will seek to cause the full Teledyne Board to consummate a
negotiated acquisition of Teledyne at a price of not less than $32 per
Share. Although WHX currently does not expect to lower its offer to
acquire all of the outstanding Shares, WHX reserves the right to alter
the terms of the 1996 Acquisition Proposal, including to provide for a
change in the form or amount of the consideration offered in exchange for
Shares. The factors that WHX will consider in determining whether or
not to alter the terms of the 1996 Acquisition Proposal will
necessarily be dependent on any counter-proposal or action by Teledyne
and currently cannot be determined. After the 1996 Annual Meeting,
the WHX Nominees, if elected, may consider as factors comments and
suggestions received from shareholders of Teledyne, comments and
suggestions received from possible financing sources and comments and
suggestions received from shareholders of WHX.
REASONS FOR THE SOLICITATION; PLANS FOR SALE OF TELEDYNE.
In light of Teledyne's failure to sell the Company in 1995
and its rejection of WHX's 1996 Acquisition Proposal, WHX has
determined to seek your votes in support of the WHX Nominees for
election to the Teledyne Board at the 1996 Annual Meeting. Each WHX
Nominee is committed to effect promptly a negotiated sale of Teledyne.
If the WHX Nominees are elected and constitute a majority of
the members of the Teledyne Board, it is anticipated that the WHX
Nominees would cause Teledyne to (i) solicit and review all
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.
All of the WHX Nominees are either directors or officers of
WHX. Any WHX Nominee who retains his position with WHX or any of its
subsidiaries after the 1996 Annual Meeting and who is elected to the
Teledyne Board will have a conflict of interest in evaluating the 1996
Acquisition Proposal or any other WHX proposal to acquire all of the
outstanding Shares. Because of possible conflicts of interest that
might exist if any of the WHX Nominees were elected to the Teledyne
Board, the WHX Nominees, if elected, intend to cause the Teledyne
Board to seek advice from an investment bank and legal counsel so as
to satisfy the directors' fiduciary duties under Delaware law.
Specifically, the WHX Nominees, if elected, intend 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, (i) to solicit persons interested
in acquiring Teledyne and to assist in reviewing all offers for the
acquisition of Teledyne that may be received and (ii) to advise the
Teledyne Board as to the ability of bidders to obtain sufficient
financing and to assist the Teledyne Board in evaluating any risks
that a transaction with such bidder will not be consummated. It is
presently anticipated that any investment banking firm soliciting
offers would be instructed by Teledyne to conduct the solicitation of
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 Teledyne Board. Bidders will be
requested to execute confidentiality agreements containing usual and
customary terms and conditions. It is presently anticipated that, if
the WHX Nominees are elected, they will, in consultation with their
legal and financial advisors, determine and cause the Teledyne Board
to implement appropriate procedures to conduct the review of
acquisition proposals and establish a date by which all offers to be
considered by the Teledyne Board must be received by the Teledyne
Board. It is expected that the WHX Nominees will cause the Teledyne
Board (including the WHX Nominees) to consider all offers to acquire
Teledyne. The Teledyne Board (including the WHX Nominees) would
continue to make all decisions relating to a possible acquisition. In
evaluating any such offer, it is expected that the Teledyne Board
(including the WHX Nominees) would consider all relevant criteria,
including price, arrangements for financing and risks that the
consummation of the proposed acquisition will not occur, and respond,
as appropriate, to the Stockholders. It is also expected that the WHX
11<PAGE>
<PAGE>
Nominees will take such steps to cause the Teledyne 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 (which may be done without shareholder
approval) and grant requisite approval under Section 203 of the
Delaware General Corporation Law. In the event the Teledyne 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 and the proposed business combination between WHX and
Teledyne (including, without limitation, legal, investment banking and
printing costs).
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 at least $32 per Share consisting of cash of
at least $22 per Share and the balance in shares of WHX common stock
(valued on the date of the WHX Merger Agreement) which is currently
traded on the New York Stock Exchange (the "NYSE").
There can be no assurance that if all of the WHX Nominees
are elected, they will be able to effectuate the Merger. Furthermore,
there is no assurance that they will be able to influence the Teledyne
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. 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 sales 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 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. 1996 SENIOR EXECUTIVE PERFORMANCE PLAN
As set forth in the Teledyne Proxy Statement, at the Annual
Meeting, Stockholders will be asked to consider and act upon a
proposal to approve the adoption of the Teledyne, Inc. 1996 Senior
Executive Performance Plan (the "Plan"). 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.
12
<PAGE>
<PAGE>
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 Plan.
VOTING AND PROXY PROCEDURES
At the Annual Meeting, eight 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 in support of the
election of WHX's eight nominees named herein as directors of
Teledyne.
The Teledyne Board has set February 28, 1996 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 (8) 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 the Record Date, there were 55,896,923 Shares
issued and outstanding and entitled to vote.
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 IN THE ENCLOSED PREPAID
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.
13<PAGE>
<PAGE>
If any of your Shares are held in the name of a brokerage
firm, bank, bank nominee or other institution on the 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. 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.
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 approximately $180,000, 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 Georgeson will employ
approximately 100 persons to solicit votes from Stockholders for the
Annual Meeting.
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ")
acted as WHX's exclusive financial advisor with respect to the
solicitation of proxies from Stockholders and related matters in
connection with Teledyne's 1995 Annual Meeting and will continue to
provide such services in connection with the 1996 Annual Meeting. DLJ
previously received an advisory fee of $1,500,000. WHX has also
agreed to pay DLJ additional fees of (i) $2,000,000 on the date that a
number of the WHX Nominees are elected to the Teledyne Board which
constitute a majority of such Teledyne Board and (ii) $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
14
<PAGE>
<PAGE>
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 expected to continue to render investment banking and
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 Teledyne
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). 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 $__________ of which approximately
$__________ has been incurred to date.
INFORMATION CONCERNING WHX
WHX, through its indirect wholly-owned subsidiary, Wheeling-
Pittsburgh Steel Corporation, is the ninth largest 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. 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, certain
individuals and the WHX Nominees and certain transactions between any
of them and Teledyne. Schedule III sets forth certain information, as
made available in public documents, regarding Shares held by
Teledyne's management.
15
<PAGE>
<PAGE>
PLEASE INDICATE YOUR SUPPORT OF THE WHX NOMINEES BY MARKING,
SIGNING AND DATING THE ENCLOSED WHITE PROXY CARD AND RETURN IT
PROMPTLY TO WHX IN THE ENCLOSED PREPAID ENVELOPE. NO POSTAGE IS
NECESSARY IF THE ENVELOPE IS MAILED IN THE UNITED STATES.
WHX CORPORATION
March , 1996
---
16
<PAGE>
<PAGE>
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
-------------------- ----------------------------------
Neil D. Arnold Director; Senior Vice President
Varity Corporation and Chief Financial Officer of
672 Delaware Avenue Varity Corporation
Buffalo, NY 14209
Paul W. Bucha Director; President, Paul W.
Paul W. Bucha & Bucha and Company, Inc.
Company, Inc.
Foot of Chapel Avenue
Jersey City, NJ 07305
Robert A. Davidow Director; Private Investor
11601 Wilshire Blvd.
Suite 1940
Los Angeles, CA
90025
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;
Olshan Grundman Frome Partner, Olshan Grundman Frome
& Rosenzweig LLP & Rosenzweig LLP
505 Park Avenue
New York, NY 10022
Stewart E. Tabin Assistant Treasurer of WHX;
Vice President, Stonehill
Investment Corp.
S-I-1
<PAGE>
<PAGE>
Neale X. Trangucci Assistant Treasurer of WHX;
Vice President, Stonehill
Investment Corp.
Raymond S. Troubh Director; Financial Consultant
10 Rockefeller Plaza
Suite 712
New York, NY 10021
Steven Wolosky Assistant Secretary of WHX;
Olshan Grundman Frome Partner, Olshan Grundman Frome
& Rosenzweig LLP & Rosenzweig LLP
505 Park Avenue
New York, NY 10022
S-I-2
<PAGE>
<PAGE>
REPRESENTATIVES OF WHX
PRESENT OFFICE OR
NAME AND PRINCIPAL OTHER PRINCIPAL
BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
-------------------- ------------------------
Ken Moelis Managing Director
Donaldson, Lufkin & Jenrette of DLJ
Securities Corporation
2121 Avenue of the Stars
Los Angeles, California
90067
Paul D'Addario Managing Director
Donaldson, Lufkin & Jenrette of DLJ
Securities Corporation
140 Broadway
New York, New York 10005
Michael Hooks Managing Director
Donaldson, Lufkin & Jenrette of DLJ
Securities Corporation
2121 Avenue of the Stars
Los Angeles, California
90067
Jason Ackerman Vice President,
Donaldson, Lufkin & Jenrette DLJ
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
S-I-3
<PAGE>
<PAGE>
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 175,000 Shares
purchased in open market transactions executed on the NYSE in the
amount and on the dates set forth below:
<TABLE>
<CAPTION>
Date of Number of Shares
Transaction Purchased/Sold
----------- --------------
<S> <C>
09/29/94 195,300 (P)
10/18/94 24,900 (P)
10/19/94 11,100 (P)
10/20/94 15,100 (P)
10/21/94 62,200 (P)
10/24/94 85,400 (P)
10/25/94 50,000 (P)
11/07/94 9,800 (P)
11/08/94 60,600 (P)
11/09/94 33,600 (P)
11/10/94 5,500 (P)
11/11/94 47,500 (P)
11/14/94 7,800 (P)
1/15/94 6,300 (P)
11/17/94 35,500 (P)
11/18/94 118,600 (P)
11/21/94 14,000 (P)
11/22/94 94,300 (P)
11/23/94 17,200 (P)
11/25/94 14,000 (P)
11/28/94 21,300 (P)
11/29/94 13,000 (P)
11/30/94 7,000 (P)
01/13/95 61,000 (P)
01/16/95 40,600 (P)
01/17/95 317,300 (P)
01/18/95 21,900 (P)
01/19/95 122,000 (P)
01/25/95 100,000 (P)
01/26/95 67,700 (P)
01/27/95 160,800 (P)
02/02/95 30,700 (P)
02/03/95 50,000 (P)
02/07/95 50,000 (P)
02/09/95 6,500 (P)
02/10/95 50,000 (P)
02/14/95 193,000 (P)
02/17/95 68,000 (P)
02/21/95 188,300 (P)
09/06/95 64,600 (S)
09/07/95 20,500 (S)
09/07/95 62,200 (S)
09/08/95 12,500 (S)
S-II-1
<PAGE>
<PAGE>
09/11/95 139,500 (S)
09/11/95 160,800 (S)
09/11/95 53,500 (S)
09/11/95 50,000 (S)
09/11/95 50,000 (S)
09/11/95 6,500 (S)
09/11/95 146,500 (S)
09/11/95 30,700 (S)
09/11/95 67,700 (S)
09/11/95 100,000 (S)
09/11/95 122,000 (S)
09/11/95 10,800 (S)
09/12/95 50,400 (S)
09/13/95 92,000 (S)
09/14/95 85,000 (S)
09/15/95 109,100 (S)
09/15/95 3,500 (S)
09/19/95 7,200 (S)
09/19/95 348,900 (S)
09/26/95 20,000 (S)
09/27/95 65,000 (S)
10/02/95 50,000 (S)
10/05/95 1,100 (S)
10/06/95 19,800 (S)
10/09/95 12,000 (S)
10/10/95 75,000 (S)
11/14/95 41,000 (S)
11/15/95 20,000 (S)
11/15/95 30,000 (S)
11/17/95 20,000 (S)
11/17/95 15,100 (S)
11/20/95 14,900 (S)
11/21/95 30,000 (S)
01/04/96 20,000 (S)
01/10/96 20,000 (S)
01/17/96 30,000 (S)
01/18/96 25,000 (S)
______________________
<FN>
(P) Shares Purchased.
(S) Shares Sold.
</TABLE>
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.
S-II-2
<PAGE>
<PAGE>
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
March 4, 1996, DLJ held no shares of Teledyne common stock. DLJ
executed the following trader of Shares for its own account in the
amounts and on the dates set forth below:
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.
S-II-3
<PAGE>
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SCHEDULE III
SHARES HELD BY TELEDYNE'S MANAGEMENT
As of February 29, 1996, 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")) 10,324,497 Shares (or approximately
18.1% 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 the Teledyne
Proxy Statement, Henry E. Singleton and George Kozmetsky each
beneficially own 5% or more of the outstanding Shares.
S-III-1
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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 1-800-223-2064. 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.
NYFS05...:\41\80941\0003\1635\STA2146W.37F
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TELEDYNE, INC.
ANNUAL MEETING OF STOCKHOLDERS - APRIL 24, 1996
THIS PROXY IS SOLICITED ON BEHALF OF WHX CORPORATION
The stockholder designated on the reverse of this card
hereby appoints Ronald LaBow and Marvin L. Olshan 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 February 28, 1996
which the undersigned may be entitled to vote, at the Annual Meeting
of Stockholders of Teledyne, Inc. and at all adjournments or
postponements thereof to be held at 11:00 a.m. on April 24, 1996.
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 OF THE EIGHT 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 TO THE
REMAINING NOMINEES. WITH RESPECT TO PROPOSAL 2, IF NO MARKING IS
MADE, THIS PROXY WILL BE TREATED AS 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.
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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
(INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through that nominee's name in the list below.)
Neil D. Arnold; Paul W. Bucha; Robert A. Davidow; Ronald LaBow; Marvin
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L. Olshan; Stewart E. Tabin; Neale X. Trangucci; Raymond S. Troubh
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2. Approval of the adoption of the Teledyne, Inc. 1996 Senior
Executive Performance Plan
FOR [_] AGAINST [_] ABSTAIN [_]
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 postponements and 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. This proxy votes all
shares held in all capacities.
Date: , 1996
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Signature
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Signature
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