EXHIBIT 99.2
ALLEGHENY LUDLUM CORPORATION
VOTING INSTRUCTION CARD FOR SPECIAL MEETING
PERSONAL RETIREMENT ACCOUNT PLAN
RETIREMENT SAVINGS PLAN
SAVINGS AND SECURITY PLAN OF THE SPECIAL MATERIALS DIVISION
SAVINGS AND SECURITY PLAN OF THE TUBULAR PRODUCTS DIVISION
401(K) SAVINGS ACCOUNT PLAN FOR EMPLOYEES OF THE WASHINGTON PLANT
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALLEGHENY LUDLUM CORPORATION
The undersigned hereby directs the Trustee of the above Plans to vote the
full number of shares of Common Stock allocated to the account of the
undersigned under the Plans, at the Special Meeting of Shareholders of
Allegheny Ludlum Corporation on August 15, 1996, and any adjournments thereof,
upon the matters set forth on the reverse of this card, and, in its discretion,
upon such other matters as may properly come before such meeting.
YOU ARE REQUESTED TO COMPLETE, DATE AND SIGN THIS CARD AND TO RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
THIS VOTING INSTRUCTION CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN. IF NO DIRECTION TO THE CONTRARY IS INDICATED, IT WILL
BE VOTED "FOR" ALL PROPOSALS.
Please, vote, date and sign on the reverse side.
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
[X] Please mark
your vote as
indicated in the
example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING ITEMS:
1. Approval and adoption of the Agreement and Plan of Merger and Combination
and the transactions contemplated thereby
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. Approval of the adoption of the Allegheny Teledyne Incorporated 1996
Incentive Plan
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Approval of the adoption of the Allegheny Teledyne Incorporated 1996 Non-
Employee Director Stock Compensation Plan
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. Approval of the adoption of the amended and restated Performance Share Plan
for Employees of Allegheny Ludlum Corporation and Subsidiaries
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. Approval of the adoption of Teledyne Inc. 1996 Senior Executive Performance
Plan
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
DATE: __________________________, 1996
______________________________________
______________________________________
(Signature)
Please sign EXACTLY as your name
appears at the left.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
ALLEGHENY LUDLUM CORPORATION
PERSONAL RETIREMENT ACCOUNT PLAN
RETIREMENT SAVINGS PLAN
SAVINGS AND SECURITY PLAN OF THE SPECIAL MATERIALS DIVISION
SAVINGS AND SECURITY PLAN OF THE TUBULAR PRODUCTS DIVISION
401(K) SAVINGS ACCOUNTS PLAN FOR EMPLOYEES OF THE WASHINGTON PLANT
July 1996
Dear Participant:
Enclosed you will find a Notice of Special Meeting of Shareholders, a copy of
a Joint Proxy Statement/Prospectus, a voting instruction card (above), a
postage-paid return envelope addressed to Mellon Bank, N.A., as Trustee of each
of the above-named Plans, and a postage-paid ticket request card.
As a participant in one of the Plans, you have the right to direct the
Trustee as to the manner in which voting rights will be exercised at the
meeting with respect to the full number of shares of Common Stock of the
Company allocated to your Plan account and shown on the above voting
instruction card. Your directions to the Trustee will be held in complete
confidence by the Trustee except as may be necessary to meet legal
requirements. The Trustee will vote shares for which no participant
instructions are received in the same proportion as shares for which
participant instructions have been received. The Trustee will also exercise its
sole discretion in voting or not voting fractional shares.
The enclosed Joint Proxy Statement/Prospectus contains detailed information
concerning voting at the Special Meeting and the matters that will be acted
upon. You are encouraged to read the enclosed materials carefully and to
exercise your right to direct the Trustee how to vote your Plan shares.
You must complete and sign the above voting instruction card, and it must be
received by the Trustee by August 12, 1996 in order to have your shares under
the Plan voted at the meeting.
You will also receive proxy solicitation materials, including a proxy card,
from the Company if you own shares of Common Stock that are not held by the
Trustee under the Plan. In order to vote your non-Plan shares, you should
complete and sign the proxy card and return it to the Company.
Very truly yours,
J. F. Schatt, Plan Administrator