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TELEDYNE, INC.
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(Name of Registrant as Specified In Its Charter)
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[Teledyne Logo]
FOR IMMEDIATE RELEASE Contact: Rosanne O'Brien
Teledyne, Inc.
310/551-4265
Fred Spar
Kekst and Company
212/593-2655
TELEDYNE REJECTS WHX PROPOSAL
INCREASES DIVIDEND
NOMINATES DIRECTORS
LOS ANGELES, CALIFORNIA, FEBRUARY 29, 1996 -- Teledyne, Inc. (NYSE:TDY) said
today that its Board of Directors has completed its review of WHX's proposal to
acquire Teledyne. After consulting with its advisors, Goldman, Sachs & Co., the
Board concluded that Teledyne is worth far more than $32 per share. Accordingly,
the Board determined that it is not in the best interests of Teledyne
shareholders to pursue WHX's merger proposal. WHX had offered to acquire
Teledyne for $22 per share in cash and $10 per share in WHX common stock.
"The Teledyne Board's commitment to maximize shareholder value is
unwavering," said William P. Rutledge, Chairman and Chief Executive Officer and
Donald B. Rice, President. "Consistent with this, we have concluded that the
terms of the WHX proposal do not measure up to the value we expect our business
plans will generate. Teledyne's performance in 1995 demonstrated strong earnings
momentum. We are confident that Teledyne's earnings will continue to improve,
resulting in value for shareholders far greater than the consideration offered
in the WHX proposal. In addition, the Board is actively evaluating a variety of
measures to further enhance shareholder value."
In view of the Company's progress and prospects, the Board today also
approved an increase in the quarterly dividend to 37 1/2 cents per share from 25
cents, and said it intends to pay future dividends entirely in cash. The Company
declared a supplemental cash dividend of 12 1/2 cents per share payable to
shareholders of record on March 11, 1996 to be paid on March 26, 1996,
effectively bringing the first quarter cash dividend to 22 1/2 cents per share.
The previously declared first quarter per share dividend of 10 cents cash and 15
cents face amount of Series E Preferred Stock will be paid on March 8, 1996,
bringing the total first quarter dividend to the new 37 1/2 cents per share
level.
The Company has nominated eight candidates for election at the 1996 Annual
Meeting of Shareholders. In addition to all of the current directors, except Mr.
LaBow, the Company's nominees include William G. Ouchi, a professor of
management at UCLA's Anderson Graduate School of Management.
Teledyne, Inc. is a federation of technology-based manufacturing businesses
serving worldwide customers with commercial and government-related aviation and
electronics products; specialty metals for consumer, industrial and aerospace
applications; and industrial and consumer products.
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CERTAIN INFORMATION CONCERNING PARTICIPANTS
The following information concerns the directors and nominees of Teledyne,
Inc. ("Teledyne") for election at Teledyne's 1996 Annual Meeting of
Shareholders, each of whom may be deemed participants in the solicitation of
proxies on behalf of Teledyne's Board of Directors: Frank V. Cahouet (Chairman
of the Board, Chief Executive Officer and President of Mellon Bank Corporation)
is the direct beneficial owner of 7,154 shares of Teledyne Common Stock
(including 7,054 shares subject to stock options exercisable within 60 days of
February 29, 1996) and 4 shares of Teledyne Series E Cumulative Preferred Stock
("Series E Preferred"); Diane C. Creel (Chief Executive Officer of Earth Tech)
is the direct beneficial owner of 3,668 shares of Teledyne Common Stock
(including 3,568 shares subject to stock options exercisable within 60 days of
February 29, 1996) and 3 shares of Series E Preferred Stock; William G. Ouchi
(Professor of Management, The John E. Anderson School of Management, UCLA) is
the direct beneficial owner of 500 shares of Teledyne Common Stock; Donald B.
Rice (President and Chief Operating Officer of Teledyne) is the direct
beneficial owner of 281,000 shares of Common Stock (including 180,000 shares
subject to stock options exercisable within 60 days of February 29, 1996) and
2,390 shares of Series E Preferred Stock; George A. Roberts (private investor)
directly and through his spouse, may be deemed to be the beneficial owner of
428,415 shares of Teledyne Common Stock and 17,132 shares of Series E Preferred
Stock. Dr. Roberts also is the beneficial owner of $852,000 principal amount of
Teledyne debt securities. Dr. Roberts disclaims beneficial ownership of the
shares of Common Stock and Series E Preferred Stock held in his spouse's name;
William P. Rutledge (Chairman of the Board and Chief Executive Officer of
Teledyne) is the direct beneficial owner of 419,000 shares of Teledyne Common
Stock (including 410,000 shares subject to stock options exercisable within 60
days of February 29, 1996) and 360 shares of Series E Preferred Stock; Fayez
Sarofim (Chairman of the Board and President of Fayez Sarofim & Co.)
individually and through Sarofim International Management Company which is a
wholly owned subsidiary of Fayez Sarofim & Co. (of which Mr. Sarofim is the
majority shareholder) and the Pension and Profit Sharing Trusts of Fayez Sarofim
& Co., (of which Mr. Sarofim is trustee), may be deemed to be the beneficial
owner of 1,316,250 shares of Teledyne Common Stock and 53,646 shares of Series E
Preferred Stock. In addition, as of February 27, 1996, Fayez Sarofim & Co.,
through numerous investment advisory accounts over which it may exercise
discretion, may be deemed to have beneficially owned approximately $2.3 million
principal amount of Teledyne debt securities; and, Henry E. Singleton (rancher
and private investor) is the direct beneficial owner of 7,272,260 shares of
Teledyne Common Stock and 290,888 shares of Series E Preferred Stock. Dr.
Singleton also is the beneficial owner of $28,000 principal amount of Teledyne
debt securities. Unless otherwise noted, the foregoing share ownership numbers
are as of February 29, 1996. Each of Messrs. Roberts, Sarofim and Singleton is a
director of both Argonaut Group, Inc. ("Argonaut") and Unitrin, Inc.
("Unitrin"), which are former subsidiaries of Teledyne. Mr. Cahouet is a
director of Mellon Bank Corporation ("MBC") and, Ms. Creel was a director of The
Earth Technology Corporation ("Earth Tech") until it was acquired by Tyco
International Company. Teledyne was, during 1995, and continues to be, a party
to certain contracts and transactions with Argonaut, Unitrin, Earth Tech and a
wholly-owned subsidiary of MBC.
