Registration No. 333-46695
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO FORM S-4*
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALLEGHENY TELEDYNE INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 25-1792394
(State or other jurisdiction of (I.R.S.Employer Identification No.)
incorporation or organization)
1000 SIX PPG PLACE
PITTSBURGH, PENNSYLVANIA 15222-5479
(Address of principal executive offices) (Zip Code)
OREGON METALLURGICAL CORPORATION 1996 EMPLOYEE STOCK OPTION PLAN
OREGON METALLURGICAL CORPORATION 1997 EMPLOYEE STOCK OPTION PLAN
WARRANT AGREEMENT (NONTRANSFERABLE WARRANT)
(Full title of the plan)
JON D. WALTON
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ALLEGHENY TELEDYNE INCORPORATED
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" or the "Corporation")
hereby amends its Registration Statement on Form S-4 (File No. 333-46695),
effective February 23, 1998 (the "Form S-4"), by filing this Post-Effective
Amendment No. 1 on Form S-8 to Form S-4 (the "Registration Statement") relating
to an aggregate of 601,423 shares of Common Stock, par value $.10 per share, of
the Registrant (the "Common Stock") issuable in connection with the Oregon
Metallurgical Corporation 1996 Employee Stock Option Plan, the Oregon
Metallurgical Corporation 1997 Employee Stock Option Plan, and the Warrant
Agreement (Nontransferable Warrant) dated September 19, 1994 between Oregon
Metallurgical Corporation ("OREMET") and James S. Paddock (collectively, the
"Plans").
On March 24, 1998, pursuant to an Agreement and Plan of Merger dated as
of October 31, 1997 (the "Combination Agreement"), Sea Merger, Inc., a wholly
owned subsidiary of the Registrant, was merged with and into OREMET, with OREMET
surviving as a wholly owned subsidiary of the Registrant (the "Combination"). As
provided in the Combination Agreement, each outstanding share of common stock of
OREMET was converted into the right to receive 1.296 shares of the Registrant's
Common Stock.
Pursuant to the Combination Agreement, the Registrant has taken such
actions as are necessary such that 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 601,423 shares of the
Registrant's Common Stock registered on the Form S-4 that were not issued in the
Combination and that are issuable with respect to the Plans. A registration fee
in the aggregate amount of $7,471.61 was previously paid in connection with the
Form S-4 and the Preliminary Proxy Statement relating thereto filed with the
Commission on February 23, 1998 and November 26, 1997, respectively.
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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
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference into this Registration Statement: (i) the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997, as amended by
Form 10-K/A (Amendment No. 1), (ii) the Registrant's Quarterly Reports on
Form 10-Q for the quarterly periods ended March 31, 1998 and June 30, 1998,
(iii) the Registrant's Current Reports on Form 8-K dated January 28, 1998,
March 12, 1998, March 13, 1998, March 24, 1998 and May 29, 1998, and (iv)
the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on July 30, 1996.
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 of 1933, as amended (the "Securities Act"). Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
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 validity of the securities of the Registrant being registered
hereby has been passed upon by Kirkpatrick & Lockhart LLP. Charles J.
Queenan, Jr., Senior Counsel to Kirkpatrick & Lockhart LLP, is a director
of the Registrant.
The consolidated financial statements of the Corporation incorporated
by reference in the Corporation's Annual Report (Form 10-K) for the year
ended December 31, 1997, as amended, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon
incorporated by reference therein and herein. Such financial statements
are incorporated herein by reference in reliance upon the report of Ernst
& Young LLP pertaining to such financial statements given upon the
authority of such firm as experts in accounting and auditing.
The consolidated statements of operation, shareholders' equity and cash
flows of Teledyne, Inc. for the year ended December 31, 1995 incorporated
by reference in the Corporation's Annual Report (Form 10-K) for the year
ended December 31, 1997, as amended, have been audited by Arthur Andersen
LLP, independent auditors, as set forth in their report thereon
incorporated by reference therein and herein. Such financial statements
are incorporated herein by reference in reliance upon the report of Arthur
Andersen LLP pertaining to such financial statements given upon the
authority of such firm as experts in accounting and auditing.
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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 breach 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 being a director or officer of the corporation if it is determined that
the director or the officer 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
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 such person 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.
The Registrant has purchased directors' and officers' liability
insurance covering certain liabilities that may be incurred by the
officers and directors of the Corporation in connection with the
performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
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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 Opinion of Kirkpatrick & Lockhart LLP, as to the
legality of the shares being registered, filed
herewith.
23.1 Consent of Ernst & Young LLP, filed herewith.
23.2 Consent of Arthur Andersen LLP, filed herewith.
23.3 Consent of Kirkpatrick & Lockhart LLP (included
in the Opinion filed as Exhibit 5).
24 Power of Attorney (incorporated by reference to the
signature page of the Registrant's Registration
Statement on Form S-4, filed with the Commission
on February 23, 1998 (File No. 333-46695)).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required
by Section 0(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
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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 2nd
day of September, 1998.
ALLEGHENY TELEDYNE INCORPORATED
/s/ Richard P. Simmons
By:____________________________________
Richard P. Simmons
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, 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, President and Chief, September 2, 1998
Richard P. Simmons Executive Officer and a Director
/s/ James L. Murdy
_________________________ Executive Vice President, Finance September 2, 1998
James L. Murdy and Administration and Chief
Financial Officer
/s/ Dale G. Reid
_________________________ Vice President - Controller and September 2, 1998
Dale G. Reid Principal Accounting Officer
* Director September 2, 1998
_________________________
Robert P. Bozzone
* Director September 2, 1998
_________________________
Arthur H. Aronson
* Director September 2, 1998
_________________________
Paul S. Brentlinger
* Director September 2, 1998
_________________________
Frank V. Cahouet
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* Director September 2, 1998
_________________________
Diane C. Creel
* Director September 2, 1998
_________________________
C. Fred Fetterolf
_________________________ Director ___________, 1998
Ray J. Groves
* Director September 2, 1998
_________________________
W. Craig McClelland
* Director September 2, 1998
_________________________
Robert Mehrabian
* Director September 2, 1998
_________________________
William G. Ouchi
* Director September 2, 1998
_________________________
Charles J. Queenan, Jr.
* Director September 2, 1998
_________________________
George A. Roberts
* Director September 2, 1998
_________________________
James E. Rohr
* By: /s/ Jon D. Walton September 2, 1998
_______________________________
Jon D. Walton, Attorney-in-Fact
and Agent pursuant to Power of
Attorney filed as Exhibit 24
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EXHIBIT INDEX
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 Opinion of Kirkpatrick & Lockhart LLP, 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 Kirkpatrick & Lockhart LLP (included in the Opinion
filed as Exhibit 5).
24 Power of Attorney (incorporated by reference to the
signature page of the Registrant's Registration
Statement on Form S-4, filed with the Commission on
February 23, 1998 (File No.333-46695)).
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Exhibit 5
[Kirkpatrick & Lockhart LLP Letterhead]
September 2, 1998
Allegheny Teledyne Incorporated
1000 Six PPG Place
Pittsburgh, PA 15222-5479
Ladies and Gentlemen:
We are counsel to Allegheny Teledyne Incorporated, a Delaware
corporation (the "Registrant"), and in such capacity we have acted as counsel to
the Registrant in connection with the Registrant's Post-Effective Amendment No.
1 on Form S-8 to Form S-4 Registration Statement (File No. 333-46695) (the
"Registration Statement"). 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 601,423 shares (the
"Shares") of the Registrant's Common Stock, par value $.10 per share, issuable
in connection with the Oregon Metallurgical Corporation 1996 Employee Stock
Option Plan, the Oregon Metallurgical Corporation 1997 Employee Stock Option
Plan, and the Warrant Agreement (Nontransferable Warrant) dated September 19,
1994 between Oregon Metallurgical Corporation and James S. Paddock
(collectively, the "Plans").
We are familiar with the Registration Statement and the Plans, and we
have examined the Registrant's Restated Certificate of Incorporation and the
Registrant's Amended and Restated By-Laws. We have also examined such other
public and corporate documents, certificates, instruments and corporate records,
and such questions of law, as we have deemed necessary or appropriate for the
purpose of this opinion.
Based on the foregoing, we are of the opinion that the Shares, when
issued in accordance with the Plans, will be duly authorized, validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Yours truly,
/s/ Kirkpatrick & Lockhart LLP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Post-Effective Amendment No. 1 on Form S-8 to Form S-4 Registration Statement of
Allegheny Teledyne Incorporated and to the incorporation by reference therein of
our report dated January 19, 1998, with respect to the consolidated financial
statements of Allegheny Teledyne Incorporated, previously incorporated by
reference into Allegheny Teledyne Incorporated's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997, as amended, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Pittsburgh, Pennsylvania
September 2, 1998
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation in the
Post-Effective Amendment No. 1 on Form S-8 to Form S-4 Registration Statement of
our report dated January 13, 1996, on the consolidated statements of operations,
shareholders' equity, and cash flows of Teledyne, Inc. for the year ended
December 31, 1995, which was previously incorporated by reference into Allegheny
Teledyne Incorporated's Form 10-K for the year ended December 31, 1997, as
amended.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Los Angeles, California
September 2, 1992
