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_________________________________________________________________
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 (I.R.S. Employer
of incorporation or Identification No.)
organization)
1000 Six PPG Place 15222-5479
Pittsburgh, Pennsylvania (Zip Code)
(Address of principal
executive offices)
ALLEGHENY TELEDYNE INCORPORATED 1996 NON-EMPLOYEE DIRECTOR
STOCK COMPENSATION 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)
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CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registrat
to be regis- offering aggregate ion
registered tered price offering price fee
per share
Common Stock, 700,000 $20.38<F1> $14,266,000.00 $4,919.31
par value $0.10 shares
per share
[FN]
<F1>
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]
_________________________________________________________________
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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
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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 Allegheny Teledyne Incorporated 1996 Non-Employee Director
Stock Compensation Plan (the "Plan"), 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.
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 Plan, 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,
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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
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)).
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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).
24.1 Power of Attorney (set forth on the
signature page of this Registration
Statement).
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
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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
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 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,
________________________ Board and a Director 1996
Richard P. Simmons
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Signature Capacity Date
/s/ William P. Rutledge President and Chief August 15,
________________________ Executive Officer 1996
William P. Rutledge and a Director
/s/ Robert P. Bozzone Vice Chairman of the August 15,
________________________ Board and a Director 1996
Robert P. Bozzone
/s/ Arthur H. Aronson Executive Vice August 15,
________________________ President and a 1996
Arthur H. Aronson Director
/s/ James L. Murdy Senior Vice August 15,
________________________ President and Chief 1996
James L. Murdy Financial Officer
(Principal Financial
Officer)
/s/ Douglas J. Grant Vice President- August 15,
________________________ Finance and Deputy 1996
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
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Signature Capacity Date
/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,
Jr. 1996
________________________
Charles J. Queenan, Jr.
/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
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EXHIBIT INDEX
Sequential
Exhibit Description Page
No. 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, 11
Esquire, Vice President -
General Counsel and
Secretary, as to the
legality of the shares
being registered.
23.1 Consent of Ernst & Young 12
LLP.
23.2 Consent of Arthur 13
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 (set --
forth on the signature
page of this Registration
Statement).
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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 700,000
shares (the "Shares") of the Registrant's Common Stock, par value
$.10 per share, in connection with the Allegheny Teledyne
Incorporated 1996 Non-Employee Director Stock Compensation Plan
(the "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 Plan, 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
