ALLEGHENY TELEDYNE INC
8-K, 1997-02-13
SEMICONDUCTORS & RELATED DEVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    ---------


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):

                                    February 12, 1997



                         ALLEGHENY TELEDYNE INCORPORATED
             (Exact name of registrant as specified in its charter)


          DELAWARE                  1-12001           25-1792394
(State or other jurisdiction     (Commission        (IRS Employer
     of incorporation)           File Number)      Identification No.)

     1000 SIX PPG PLACE, PITTSBURGH, PENNSYLVANIA       15222-5479
        (Address of principal executive offices)        (Zip Code)



Registrant's telephone number, including area code:  412-394-2800



<PAGE>


Item 5.           Other Events
                  ------------

         On February 12, 1997, the registrant issued a press release  announcing
that its  President  and Chief  Executive  Officer,  William  P.  Rutledge,  had
tendered his  resignation  as an officer,  and that the  registrant's  Chairman,
Richard P. Simmons, will serve as President and Chief Executive Officer.  During
the  transition,  Mr.  Rutledge  will be  available  to assist Mr.  Simmons with
respect to the  registrant's  non-metals  businesses.  A copy of the text of the
press release is attached hereto as Exhibit 99.1 and is  incorporated  herein by
reference,  and the foregoing  summary is qualified in its entirety by reference
to such Exhibit.



Item 7.  Financial Statements and Exhibits
         ---------------------------------

         (a)  Not applicable.


         (b)  Not applicable.


         (c)  Exhibits.  The following  exhibit is filed as part of this Current
              Report on Form 8-K:

                                                     Exhibit
          Description                                   No.
          -----------                                -------

         Press Release dated February 12, 1997          99.1


                                     - 2 -
<PAGE>


                                    SIGNATURE



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                            ALLEGHENY TELEDYNE INCORPORATED



February 12, 1997                   By:     /s/ Jon D. Walton
                                           ----------------------------
                                           Jon D. Walton
                                           Vice President-General Counsel
                                           and Secretary

                                     - 3 -
<PAGE>


                                  EXHIBIT INDEX


                                                                Sequential
  No.                        Description                          Page No.
- -------                      -----------                        ----------



 99.1    Press Release dated February 12, 1997                        5






















                                     - 4 -





                                                     [ALLEGHENY TELEDYNE LOGO]
                                                      1000 Six PPG Place
                                                      Pittsburgh, PA  15222-5479



NEWS RELEASE                                CONTACT: Gary Stechmesser
                                                     412/394-2861
                                                     Dan Greenfield
                                                     412/394-3004


                   WILLIAM P. RUTLEDGE RESIGNS, AND RICHARD P.
                 SIMMONS ELECTED PRESIDENT AND CHIEF EXECUTIVE
                   OFFICER OF ALLEGHENY TELEDYNE INCORPORATED


Pittsburgh,  PA, February 12, 1997 - Allegheny Teledyne Incorporated (NYSE: ALT)
announced that its president and chief executive  officer,  William P. Rutledge,
tendered his resignation as an officer of the company effective today. Allegheny
Teledyne  Incorporated  (ATI) was  formed on August  15,  1996,  in a  strategic
combination  of   Pittsburgh-based   Allegheny   Ludlum   Corporation   and  Los
Angeles-based Teledyne, Inc.

Allegheny Teledyne also announced that Chairman Richard P. Simmons will serve as
president and chief executive officer of the company. During the transition, Mr.
Rutledge  will be  available  to  assist  Mr.  Simmons  with  respect  to  ATI's
non-metals businesses.

Mr. Rutledge has decided to pursue other opportunities. He stated, "For personal
and  family  reasons,  I have  found the  transition  from  California  to ATI's
Pittsburgh,  Pennsylvania headquarters difficult and have determined it to be in
the best  interest of all involved  that I resign.  I regret having to make this
decision,  but I am confident that ATI is  well-positioned  to achieve sustained
profitable growth in the years to come."

Mr. Simmons stated, "The board and I wish to thank Bill for his past performance
and  support.  We  respect  his  decision  to step down at this time for  family
reasons and we wish him well in his future endeavors."

Allegheny   Teledyne   Incorporated   is  a   federation   of   technology-based
manufacturing  businesses with significant  concentration  in specialty  metals,
complemented by aerospace and electronics, industrial, and consumer products.

                                      # # #





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