<PAGE>
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
ALLEGHENY TELEDYNE INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 25-1792394
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 SIX PPG PLACE
PITTSBURGH, PENNSYLVANIA 15222-5479
(Address of principal executive offices) (Zip Code)
SAVINGS AND SECURITY PLAN OF THE TUBULAR AND PLATE PRODUCTS
DIVISIONS OF ALLEGHENY LUDLUM CORPORATION SAVINGS AND SECURITY
PLAN OF THE LOCKPORT AND WATERBURY FACILITIES ALLEGHENY LUDLUM
CORPORATION RETIREMENT SAVINGS PLAN ALLEGHENY LUDLUM CORPORATION
PERSONAL RETIREMENT AND 401(k) SAVINGS ACCOUNT PLAN 401(k)
SAVINGS ACCOUNT PLAN FOR EMPLOYEES OF THE WASHINGTON PLANT
(Full title of the plans)
JON D. WALTON
VICE PRESIDENT-GENERAL COUNSEL AND SECRETARY
1000 SIX PPG PLACE
PITTSBURGH, PENNSYLVANIA 15222-5479
(Name and address of agent for service)
(412) 394-2836
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount to offering aggregate Amount of
securities be price offering registration
to be registered registered per share price fee
<PAGE>
Common Stock, par $20.38<F2> $17,323,000.00 $5,973.45
value
$.10 per
share<F1> 50,000
Savings and shares
Security Plan of
the Tubular and
Plate Products
Divisions 50,000
Savings and shares
Security Plan of
the Lockport and
Waterbury
Facilities 300,000
Retirement Savings shares
Plan 400,000
Personal shares
Retirement and
401(k) Savings
Account Plan 50,000
401(k) Savings shares
Account Plan for
Employees of
the Washington
Plant
[FN]
<F1>
In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended, this Registration Statement
also covers an indeterminate number of interests to be offered or
sold pursuant to the Savings and Security Plan of the Tubular
Products Division of Allegheny Ludlum Corporation, the Savings
and Security Plan of the Lockport and Waterbury Facilities, the
Allegheny Ludlum Corporation Retirement Savings Plan, the
Allegheny Ludlum Corporation Personal Retirement and 401(k)
Savings Account Plan, and the 401(k) Savings Account Plan for
Employees of the Washington Plant.
[/FN]
[FN]
<F2>
Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h). The fee is calculated
on the basis of the average of the high and low prices for the
Common Stock of Allegheny Ludlum Corporation and the Common Stock
of Teledyne, Inc. on August 13, 1996, in each case as reported on
the New York Stock Exchange Composite Tape, and the respective
ratios at which such Common Stock will be converted into the
Registrant's Common Stock pursuant to the Agreement and Plan of
Merger and Combination dated April 1, 1996 among Allegheny
Teledyne Incorporated, Allegheny Ludlum Corporation, ALS Merger
Corporation, Teledyne, Inc. and TDY Merger, Inc.
[/FN]
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Allegheny Teledyne
Incorporated ("the Registrant") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference into this Registration Statement: (i)
the prospectus included in the Joint Proxy Statement (the "Joint
Proxy Statement") covering 183,778,552 shares of the Registrant's
Common Stock, par value $.10 per share (the "Common Stock"), as
filed with the Commission as part of the Registration Statement
on Form S-4 (File No. 333-8235), effective July 17, 1996, as
amended by Post-Effective Amendment No. 1, effective August 15,
1996, as further amended by Post-Effective Amendment No. 2,
effective August 15, 1996 (the "Form S-4"), and (ii) the
description of the Registrant's Common Stock contained in the
Form S-4, including all amendments and reports updating such
description.
The consolidated financial statements incorporated by
reference to the Annual Report on Form 10-K of Allegheny Ludlum
Corporation for the fiscal year ended December 31, 1995, which is
incorporated by reference to the Joint Proxy Statement, have been
so incorporated in reliance on the report of Ernst & Young LLP,
independent public accountants, given on the authority of said
firm as experts in auditing and accounting.
The consolidated financial statements incorporated by
reference to the Annual Report on Form 10-K of Teledyne, Inc. for
the fiscal year ended December 31, 1995, which is incorporated by
reference to the Joint Proxy Statement, have been so incorporated
in reliance on the report of Arthur Andersen LLP, independent
public accountants, given on the authority of said firm as
experts in auditing and accounting.
All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of this Registration Statement, but
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration
Statement. Each document incorporated by reference into this
Registration Statement shall be deemed to be a part of this
Registration Statement from the date of filing of such document
II-1
<PAGE>
with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is
incorporated by reference into this Registration Statement or by
any document which constitutes part of the prospectus relating to
the Savings and Security Plan of the Tubular Products Division of
Allegheny Ludlum Corporation, the Savings and Security Plan of
the Lockport and Waterbury Facilities, the Allegheny Ludlum
Corporation Retirement Savings Plan, the Allegheny Ludlum
Corporation Personal Retirement and 401(k) Savings Account Plan,
or the 401(k) Savings Account Plan for Employees of the
Washington Plant (collectively, the "Plans"), meeting the
requirements of Section 10(a) of the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this
Registration Statement is registered under Section 12 of the
Exchange Act.
II-2
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock to which this Registration
Statement relates has been passed upon for the Registrant by Jon
D. Walton, Vice President - General Counsel and Secretary. Mr.
Walton is paid a salary by the Registrant and participates in the
benefit plans of the Registrant and its subsidiaries, including
the Plans in respect of which Common Stock is being registered
hereunder, and beneficially owns 80,714 shares of Common Stock,
including presently exercisable options to purchase 30,666 shares
of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL") permits a Delaware corporation, in its certificate
of incorporation, to limit or eliminate, subject to certain
statutory limitations, the liability of a director to the
corporation or its stockholders for monetary damages for breaches
of fiduciary duty, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal
benefit. Article SEVEN of the Registrant's Restated Certificate
of Incorporation provides that no director of the Registrant
shall be personally liable to the Registrant or its stockholders
in accordance with the foregoing provisions of Section 102(b)(7).
Under Section 145 of the DGCL, a Delaware corporation has
the power to indemnify directors and officers under certain
prescribed circumstances and, subject to certain limitations,
against certain costs and expenses, including attorneys' fees,
actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his
being a director or officer of the corporation if it is
determined that he acted in accordance with the applicable
standard of conduct set forth in such statutory provision.
Article EIGHT of the Registrant's Restated Certificate of
Incorporation provides that the Registrant will indemnify any
person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a
director or an officer of the Registrant or is or was serving at
the request of the Registrant as a director, officer, employee or
agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an
employee benefit plan, whether the basis of such proceeding is
II-3
<PAGE>
alleged action in an official capacity as a director, officer,
employee or agent or in any capacity while serving as a director,
officer, employee or agent, shall be indemnified and held
harmless by the Registrant to the fullest extent authorized by
the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:
Exhibit No. Description
4.1 Restated Certificate of Incorporation of Allegheny
Teledyne Incorporated (incorporated by reference
to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-4, filed with the Commission
on July 17, 1996 (File No. 333-8235)).
4.2 Amended and Restated Bylaws of Allegheny Teledyne
Incorporated, (incorporated by reference to
Exhibit 3.2 of the Registrant's Registration
Statement on Form S-4, filed with the Commission
on July 17, 1996 (File No. 333-8235)).
5.1 Opinion of Jon D. Walton, Esquire, Vice President
- General Counsel and Secretary, as to the
legality of the shares being registered and
compliance of the Plans with the Employee
Retirement Income Security Act of 1974.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Jon D. Walton, Esquire, Vice President
- General Counsel and Secretary (included in
opinion filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page
of this Registration Statement).
The undersigned Registrant hereby undertakes to submit the 401(k)
Savings Account Plan for Employees of the Washington Plant to the
Internal Revenue Service in a timely manner and make all changes
II-4
<PAGE>
required by the IRS in order to qualify such Plan under Section
401(a) of the Internal Revenue Code of 1986, as amended.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered
II-5
<PAGE>
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereto.
* * *
(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Pittsburgh, Commonwealth of Pennsylvania, on this 15th day of
August, 1996.
ALLEGHENY TELEDYNE INCORPORATED
By: /s/ William P. Rutledge
------------------------------
William P. Rutledge
President and Chief Executive
Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints either William
P. Rutledge or Douglas J. Grant and either James L. Murdy or Jon
D. Walton, acting jointly, his or her true and lawful attorneys-
in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all
exhibits thereto, and other documentation in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, as
amended, this Registration Statement has been signed by the
following persons in the capacities and on the date(s) indicated:
SIGNATURE CAPACITY DATE
/s/ Richard P. Simmons Chairman of the August 15, 1996
----------------------- Board and a Director
Richard P. Simmons
/s/ William P. Rutledge President and Chief August 15, 1996
----------------------- Executive Officer
William P. Rutledge and a Director
II-7
<PAGE>
SIGNATURE CAPACITY DATE
/s/ Robert P. Bozzone Vice Chairman of the August 15, 1996
----------------------- Board and a Director
Robert P. Bozzone
/s/ Arthur H. Aronson Executive Vice August 15, 1996
----------------------- President and a
Arthur H. Aronson Director
/s/ James L. Murdy Senior Vice August 15, 1996
----------------------- President and Chief
James L. Murdy Financial Officer
(Principal Financial
Officer)
/s/ Douglas J. Grant Vice President- August 15, 1996
----------------------- Finance and Deputy
Douglas J. Grant Chief Financial
Officer (Principal
Accounting Officer)
/s/ Paul S. Brentlinger Director August 15, 1996
-----------------------
Paul S. Brentlinger
/s/ Frank V. Cahouet Director August 15, 1996
-----------------------
Frank V. Cahouet
/s/ Diane C. Creel Director August 15, 1996
-----------------------
Diane C. Creel
/s/ C. Fred Fetterolf Director August 15, 1996
-----------------------
C. Fred Fetterolf
/s/ Thomas Marshall Director August 15, 1996
-----------------------
Thomas Marshall
/s/ W. Craig McClelland Director August 15, 1996
-----------------------
W. Craig McClelland
/s/ William G. Ouchi Director August 15, 1996
-----------------------
William G. Ouchi
/s/ Charles J. Queenan, Director August 15, 1996
Jr.
-----------------------
Charles J. Queenan, Jr.
II-8
<PAGE>
SIGNATURE CAPACITY DATE
/s/ George A. Roberts Director August 15, 1996
-----------------------
George A. Roberts
/s/ James E. Rohr Director August 15, 1996
-----------------------
James E. Rohr
/s/ Fayez Sarofim Director August 15, 1996
-----------------------
Fayez Sarofim
/s/ Henry E. Singleton Director August 15, 1996
-----------------------
Henry E. Singleton
II-9
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NUMBER
4.1 Restated Certificate of Incorporation --
of Allegheny Teledyne Incorporated
(incorporated by reference to Exhibit
3.1 to the Registrant's Registration
Statement on Form S-4, filed with the
Commission on July 17, 1996 (File No.
333-8235)).
4.2 Amended and Restated Bylaws of --
Allegheny Teledyne Incorporated,
(incorporated by reference to Exhibit
3.2 of the Registrant's Registration
Statement on Form S-4, filed with the
Commission on July 17, 1996 (File No.
333-8235)).
5.1 Opinion of Jon D. Walton, Esquire, Vice 11
President - General Counsel and
Secretary, as to the legality of the
shares being registered and compliance
of the Plans with the Employee
Retirement Income Security Act of 1974.
23.1 Consent of Ernst & Young LLP. 12
23.2 Consent of Arthur Andersen LLP. 13
23.3 Consent of Jon D. Walton, Esquire, Vice --
President - General Counsel and
Secretary (included in opinion filed as
Exhibit 5.1).
24.1 Power of Attorney (set forth on the
signature page of this Registration
Statement).
II-10
<PAGE>
Exhibit 5.1
August 15, 1996
Allegheny Teledyne Incorporated
1000 Six PPG Place
Pittsburgh, PA 15222-5479
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
I am Vice President - General Counsel and Secretary of
Allegheny Teledyne Incorporated, a Delaware corporation (the
"Registrant"), and in such capacity I have acted as counsel to
the Registrant in connection with the Registrant's Registration
Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission relating to the
registration under the Securities Act of 1933, as amended, of an
aggregate of 1,000,000 shares (the "Shares") of the Registrant's
Common Stock, par value $.10 per share, in connection with the
Savings and Security Plan of the Tubular Products Division of
Allegheny Ludlum Corporation, the Savings and Security Plan of
the Lockport and Waterbury Facilities, the Allegheny Ludlum
Corporation Retirement Savings Plan, the Allegheny Ludlum
Corporation Personal Retirement and 401(k) Savings Account Plan,
or the 401(k) Savings Account Plan for Employees of the
Washington Plant (collectively, the "Plans").
I am familiar with the Registration Statement and the Plans,
and I have examined the Registrant's Restated Certificate of
Incorporation and the Registrant's Amended and Restated By-Laws.
I have also examined such other public and corporate documents,
certificates, instruments and corporate records, and such
questions of law, as I have deemed necessary or appropriate for
the purpose of this opinion.
Based on the foregoing, I am of the opinion that (i) the
Shares, when issued in accordance with the Plans, will be duly
authorized, validly issued, fully paid and nonassessable and that
(ii) the Savings and Security Plan of the Tubular Products
Division of Allegheny Ludlum Corporation, the Savings and
Security Plan of the Lockport and Waterbury Facilities, the
Allegheny Ludlum Corporation Retirement Savings Plan, and the
Allegheny Ludlum Corporation Personal Retirement and 401(k)
Savings Account Plan comply with the requirements of the Employee
Retirement Income Security Act of 1974, as amended.
I hereby consent to the filing of this opinion as Exhibit
5.1 to the Registration Statement.
Yours truly,
/s/ Jon D. Walton
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference of our reports dated
January 30, 1996, which were previously incorporated by reference
into Form S-4 No. 333-8235, with respect to the consolidated
financial statements of Allegheny Ludlum Corporation incorporated
by reference in its Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 and the related financial statement
schedule included therein, filed with the Securities Exchange
Commission into this registration statement on Form S-8 and to
the reference to our firm as experts under the caption "Item 3.
Incorporation of Documents by Reference."
/s/ Ernst & Young LLP
------------------------
Ernst & Young LLP
Pittsburgh, Pennsylvania
August 14, 1996
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated January 13, 1996,
which was previously incorporated by reference into Form S-4 No.
333-8235 and included in Teledyne Inc.'s Form 10-K for the year
ended December 31, 1995, into this Registration Statement and to
all references to our Firm included in this Registration
Statement.
/s/ Arthur Andersen LLP
------------------------
Arthur Andersen LLP
Los Angeles, California
August 14, 1996
