WHX Seeks Shareholder Vote on Teledyne Takeover Offer

NEW YORK — WHX Corp. said Sunday that it wants Teledyne Inc. shareholders to vote on its $1.78-billion bid for the Century City-based diversified maker of aviation, electronics and consumer products, which Teledyne’s board rejected last week.

Teledyne’s management rejected WHX’s $32-a-share offer late Thursday, saying the price didn’t come close to the “far greater” value the company expects to generate from improved earnings and its business strategy.

WHX said Sunday that it will start its second proxy fight against Teledyne’s board in two years to get its slate of directors nominated.

“We intend to pursue this transaction by nominating and seeking to elect a slate of directors committed to the sale of Teledyne to the highest bidder,” WHX Chairman Ronald LaBow wrote in a letter to Teledyne Chairman William P. Rutledge.

Teledyne officials could not immediately be reached for comment.

WHX, the New York-based parent of Wheeling-Pittsburgh Steel Corp., submitted its slate of candidates last Monday, and Teledyne nominated eight of its own candidates Thursday.

“Our goal is to allow Teledyne shareholders to decide for themselves whether or not they want to realize the enhanced value our proposal, or any higher proposal, offers to them,” LaBow wrote.

WHX has made four bids in its pursuit of Teledyne, with its first bid of $1.2 billion, or $22 a share, made in November 1994.

The steel company managed to elect just one of the two candidates--LaBow--it nominated last year in a limited proxy contest. His presence on the board hasn’t swayed fellow board members to accept WHX’s bids.

Teledyne’s pension fund surplus of $851.4 million makes the company an attractive takeover target. WHX could use the pension funds for future retirement obligations at Wheeling-Pittsburgh Steel.

If WHX succeeds in buying Teledyne, it would probably keep the specialty metals business and sell many of the company’s other businesses to raise cash and repay debt from the acquisition, analysts said.

Teledyne’s co-founders, former Chairman Henry Singleton and George Kozmetsky, control about 18.5% of Teledyne’s shares. In 1960, the two former Litton Industries Inc. executives started Teledyne.