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_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
POST-EFFECTIVE AMENDMENT NO. 2
ON FORM S-8
TO FORM S-4*
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
ALLEGHENY TELEDYNE INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or 25-1792394
organization) (I.R.S. Employer
Identification No.)
1000 Six PPG Place
Pittsburgh, Pennsylvania
(Address of principal 15222-5479
executive offices) (Zip Code)
TELEDYNE, INC. 1994 LONG-TERM INCENTIVE PLAN
1990 STOCK OPTION PLAN OF TELEDYNE, INC.
TELEDYNE, INC. 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(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)
* See Explanatory Note following this cover page
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EXPLANATORY NOTE
Allegheny Teledyne Incorporated (the "Registrant") hereby
amends its Registration Statement on Form S-4 (File No. 333-
8235), effective July 17, 1996 (the "Form S-4"), as amended by
Post-Effective Amendment No. 1, effective August 15, 1996, by
filing this Post-Effective Amendment No. 2 on Form S-8 to the
Form S-4 (the "Registration Statement") relating to 7,597,387
shares of Common Stock, par value $.10 per share, of the
Registrant (the "Common Stock") issuable in connection with the
Teledyne, Inc. 1994 Long-Term Incentive Plan, the 1990 Stock
Option Plan of Teledyne, Inc., and the Teledyne, Inc. 1995 Non-
Employee Director Stock Option Plan (collectively, the "Plans").
On August 15, 1996, pursuant to an Agreement and Plan of
Merger, dated as of April 1, 1996, as amended and restated (the
"Combination Agreement"), Allegheny Ludlum Corporation ("ALC")
and Teledyne, Inc. ("Teledyne") became wholly owned subsidiaries
of the Registrant (the "Combination"). As provided in the
Combination Agreement, each outstanding share of common stock,
par value $.10 per share, of ALC ("ALC Common Stock") was
converted into the right to receive one share of the Registrant's
Common Stock, and each share of common stock, par value $1.00 per
share, of Teledyne ("Teledyne Common Stock") was converted into
the right to receive 1.925 shares of the Registrant's Common
Stock.
Pursuant to the Combination Agreement, Teledyne and the
Registrant have taken such actions as are necessary such that
Teledyne Common Stock is no longer issuable under the Plans.
Instead, the Registrant's Common Stock will be issuable under the
Plans in such amounts and at such prices as adjusted pursuant to
the Plans and the Combination Agreement.
This Registration Statement relates only to the 7,597,387
shares of the Registrant's Common Stock registered on the Form S-
4 that will not be issued in the Combination and that are
issuable with respect to the Plans.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to
the Securities Act of 1933, as amended (the "Securities Act"),
and 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 covering 183,778,552 shares of the Registrant's
Common Stock, as filed with the Commission as part of the Form S-
4 (the "Joint Proxy Statement"), 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
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 Plans meeting the requirements of Section 10(a) of the
Securities Act.
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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.
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
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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
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 to 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.
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).
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24.1 Power of Attorney (included in the signature page
of the Registrant's Registration Statement on
Form S-4, filed with the Commission on July 17,
1996 (File No. 333-8235)).
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
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by reference in the Registration Statement 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 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.
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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 Post-Effective Amendment No. 1 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
Pursuant to the requirements of the Securities Act, as
amended, this Post-Effective Amendment No. 1 has been signed by
the following persons in the capacities and on the date(s)
indicated:
Signature Capacity Date
* Chairman of the August 15, 1996
_______________________ Board and a
Richard P. Simmons Director
* President and Chief August 15, 1996
_______________________ Executive Officer
William P. Rutledge and a Director
* Vice Chairman of August 15, 1996
_______________________ the Board and a
Robert P. Bozzone Director
* Executive Vice August 15, 1996
_______________________ President and a
Arthur H. Aronson Director
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Signature Capacity Date
* 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)
* Director August 15, 1996
_______________________
Paul S. Brentlinger
* Director August 15, 1996
_______________________
Frank V. Cahouet
* Director August 15, 1996
_______________________
Diane C. Creel
* Director August 15, 1996
_______________________
C. Fred Fetterolf
* Director August 15, 1996
_______________________
Thomas Marshall
* Director August 15, 1996
_______________________
W. Craig McClelland
* Director August 15, 1996
_______________________
William G. Ouchi
* Director August 15, 1996
_______________________
Charles J. Queenan, Jr.
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Signature Capacity Date
* Director August 15, 1996
_______________________
George A. Roberts
* Director August 15, 1996
_______________________
James E. Rohr
* Director August 15, 1996
_______________________
Fayez Sarofim
* Director August 15, 1996
_______________________
Henry E. Singleton
*/s/ William P. Rutledge August 15, 1996
_______________________
William P. Rutledge,
attorney in fact,
pursuant to Power of
Attorney previously
filed as part of the
Form S-4.
*/s/ Jon D. Walton August 15, 1996
_______________________
Jon D. Walton, attorney
in fact, pursuant to
Power of Attorney
previously filed as part
of the Form S-4.
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EXHIBIT INDEX
Sequential
Page
Exhibit No. Description 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, 10
Vice President - General Counsel and
Secretary, as to the legality of the
shares being registered.
23.1 Consent of Ernst & Young LLP. 11
23.2 Consent of Arthur Andersen LLP. 12
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 (included in the --
signature page of the Registrant's
Registration Statement on Form S-4,
filed with the Commission on July 17,
1996 (File No. 333-8235)).
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Exhibit 5.1
August 15, 1996
Allegheny Teledyne Incorporated
1000 Six PPG Place
Pittsburgh, PA 15222-5479
Re: Post-Effective Amendment No. 2 to Form S-4 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 Post-Effective Amendment No. 2 (the "Registration
Statement") on Form S-8 to the Form S-4 that was filed on July
17, 1996 (File No. 333-8235). The Registration Statement is to
be filed with the Securities and Exchange Commission and relates
to the registration under the Securities Act of 1933, as amended,
of an aggregate of 7,597,387 shares (the "Shares") of the
Registrant's Common Stock, par value $.10 per share, in
connection with the Teledyne, Inc. 1994 Long-Term Incentive Plan,
the 1990 Stock Option Plan of Teledyne, Inc., and the Teledyne,
Inc. 1995 Non-Employee Director Stock Option Plan.
I am familiar with the Registration Statement and the Plan,
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 the Shares,
when issued in accordance with the Plans, will be duly
authorized, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit
5.1 to the Registration Statement.
Yours truly,
/s/ Jon D. Walton
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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
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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
