WHX to Start New Fight for Teledyne

WHX Corp., rebuffed last year in a $1.2-billion bid to acquire Teledyne Inc., said Tuesday that it plans to begin a proxy fight for control of the board of directors of the defense and consumer company.

WHX, which owns Wheeling-Pittsburgh Steel Corp., first offered privately in November to acquire Century City-based Teledyne, offering $22 a share in cash and preferred stock. Teledyne rejected the bid.

New York-based WHX said the slate of directors it will support will be committed to “the sale or merger of Teledyne to the highest bona fide bidder that will provide Teledyne shareholders with value of at least $22 per share.”

The Teledyne board will be elected at the company’s annual meeting in April.

In December, WHX made its bid public when it filed for antitrust clearance to acquire as much as 15% of Teledyne.

Teledyne has said a merger would result in “no significant value to Teledyne shareholders.” Last month, Teledyne enacted a “poison pill” takeover defense allowing existing shareholders to buy more stock at a steep discount.

Industry experts say WHX is most interested in Teledyne’s over-funded pension plan and could use the excess funds to deal with its own pension problems. Estimates of Teledyne’s pension surplus have run from more than $800 million to as high as $1 billion.

Wheeling-Pittsburgh, the nation’s eighth-largest steelmaker, emerged from bankruptcy in 1991.

Teledyne stock closed unchanged at $23 in afternoon trading on the New York Stock Exchange. WHX was up 25 cents at $12 a share, also on the NYSE.