SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 28, 1998
ALLEGHENY TELEDYNE INCORPORATED
(Exact name of registrant as specified in 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 1 of 6 Pages
Exhibit Index Appears on Page 4
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ITEM 5. OTHER EVENTS
On January 28, 1998, Allegheny Teledyne Incorporated issued a press
release, a copy of which is filed as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits. The following exhibit is filed as part of this Current
Report on Form 8-K:
Exhibit
Description No.
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Press Release dated January 28, 1998 99.1
Page 2 of 6 Pages
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SIGNATURES
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
By: /s/Jon D. Walton
--------------------------
Jon D. Walton
Senior Vice President, General
Counsel & Secretary
Dated: January 30, 1998
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGE NO.
99.1 Press Release dated January 28, 1998 5
Page 4 of 6 Pages
NEWS RELEASE
Bethlehem Steel Allegheny Teledyne
Media Contact: Media Contact:
Steve Donches Bill Acton
610/694-3711 412/394-2872
Investor Relations: Investor Relations:
Blaise Derrico Gary Stechmesser
610/694-4583 412/394-2861
Dan Greenfield
412/394-3004
Bethlehem and Allegheny Teledyne
Announce Agreements for
Conversion, Asset Sales, and Hot Band Supply
Bethlehem, PA and Pittsburgh, PA, January 28, 1998 - Bethlehem Steel Corporation
(NYSE:BS) and Allegheny Teledyne Incorporated (NYSE:ALT) jointly announced today
that they have entered into three agreements that would become effective
immediately after Bethlehem closes its previously announced acquisition of
Lukens Inc. (NYSE:LUC).
Under these agreements, Bethlehem would provide Allegheny Teledyne with
conversion services for stainless steel hot bands and coiled plate wider than
Allegheny Teledyne can currently produce; Allegheny Teledyne would purchase
certain assets that Lukens uses in the manufacture of stainless steel products;
and Allegheny Teledyne would supply hot roll bands to Bethlehem for further
processing on the stainless steel coil finishing facilities that Lukens
currently owns.
In a joint statement, Curtis H. Barnette, chairman and chief executive officer
of Bethlehem, and Richard P. Simmons, chairman, president and chief executive
officer of Allegheny Teledyne, said, "We believe that this arrangement provides
an excellent way for both Bethlehem and Allegheny Teledyne to achieve important
goals that will enhance their distinctive businesses. Neither Bethlehem nor
Allegheny Teledyne separately could have realized the full potential for
synergies that we believe this complementary arrangement provides."
Under the conversion agreement, Bethlehem has agreed, for a 20-year period, to
provide Allegheny Teledyne with up to 15 percent of the available time on
Lukens' Coatesville, PA electric furnace melt shop and caster and Lukens'
Conshohocken, PA Steckel mill for the melting, casting and rolling of Allegheny
Teledyne's requirements for wide stainless steel products. Bethlehem would
continue to supply conversion services for other companies on Lukens' 140-inch
plate mill in Coatesville, PA.
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Under the asset sales agreement, Allegheny Teledyne would acquire certain assets
of Lukens for $175 million. These assets include the Houston, PA plant of
Lukens' Washington Steel Division, which is used for the melting, casting and
rolling of stainless steel; the wide anneal and pickle line recently installed
at the Lukens' Massillon, OH plant; and the vacuum-oxygen decarburization unit
used in the refining of stainless steel at Lukens' Coatesville, PA plant.
Both chairmen indicated that their companies are committed to maintain customer
supplies of stainless plate without dislocation during the transition period.
In discussing Bethlehem's agreement to acquire Lukens, Mr. Barnette noted,
"Bethlehem's focus is carbon and alloy plate. We believe that our acquisition of
Lukens will improve our competitive position in this market and provide
significant synergies to Bethlehem."
Mr. Simmons stated, "The conversion agreement and the acquisition of certain
assets from Bethlehem will enable us to produce wide stainless steel products
and provide the additional melt capacity which Allegheny Ludlum has needed for
some time. The wider hot rolled products will supply Allegheny Ludlum's new
60-inch Sendzimer mill, which is scheduled to come on stream late this year. No
changes in activity at our Brackenridge plant are anticipated."
Under the hot band supply agreement, Allegheny Teledyne will supply Bethlehem
with up to 150,000 tons of stainless bands for further processing at Lukens'
stainless cold finishing facilities at its Washington, PA and Massillon, OH
plants until Bethlehem sells these facilities, as previously announced.
The agreements are subject to the completion of Bethlehem's acquisition of
Lukens as well as customary regulatory approvals. It is anticipated that the
agreements will be effective and that the asset sales will be closed soon after
Bethlehem's acquisition of Lukens is consummated.
Bethlehem is the second largest steel producer in the United States and
primarily manufactures and sells a wide variety of steel mill products.
Bethlehem's website can be found at http://bethsteel.com.
Allegheny Teledyne Incorporated is a group of technology-based companies with
significant concentration in stainless and specialty metals, complemented by
aerospace and electronics, industrial and consumer products. Allegheny
Teledyne's website can be found at http://www.alleghenyteledyne.com.
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