File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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
incorporation or organization) Identification No.)
1000 SIX PPG PLACE
PITTSBURGH, PENNSYLVANIA 15222-5479
(Address of principal executive offices) (Zip Code)
ALLEGHENY TELEDYNE INCORPORATED EMPLOYEE STOCK PURCHASE PLAN,
FORMERLY KNOWN AS THE TELEDYNE, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
JON D. WALTON
SENIOR 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)
CALCULATION OF REGISTRATION FEE
================================================================================
TITLE OF PROPOSED PROPOSED
SECURITIES MAXIMUM MAXIMUM AMOUNT OF
TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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COMMON STOCK,
PAR VALUE $0.10
PER SHARE(1) 2,000,000 $25.22(2) $50,440,000.00 $14,880
================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this Registration Statement also covers an indeterminate number of
interests to be offered or sold pursuant to the Allegheny Teledyne Incorporated
Employee Stock Purchase Plan.
(2) 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 Registrant's Common Stock reported on the New
York Stock Exchange Composite Tape on February 3, 1998.
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<PAGE>
EXPLANATORY NOTE
Allegheny Teledyne Incorporated's earlier Registration Statement on Form
S-8 (File No. 333-10227), filed with the Securities and Exchange Commission on
August 15, 1996 and pertaining to the Teledyne, Inc. Employee Stock Purchase
Plan, which is now knowN as the Allegheny Teledyne Incorporated Employee Stock
Purchase Plan, is incorporated herein by reference. This incorporation is made
pursuant to General Instruction E of Form S-8 regarding the registration of
additional securities of the same class as other securities for which there has
been filed a Registration Statement on Form S-8 relating to the same employee
benefit plan.
II-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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)).
5.1 Opinion of Jon D. Walton, Esquire, Senior 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, Senior 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).
II-2
<PAGE>
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 9th
day of February, 1998.
ALLEGHENY TELEDYNE INCORPORATED
By: /S/ RICHARD P. SIMMONS
------------------------------------
Richard P. Simmons
Chairman, President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes either James L. Murdy or Jon D. Walton, 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, President February 9, 1998
- ------------------------ and Chief Executive
Richard P. Simmons Officer and a Director
/S/ ROBERT P. BOZZONE Vice Chairman and a February 7, 1998
- ------------------------ and a Director
Robert P. Bozzone
/S/ ARTHUR H. ARONSON Executive Vice February 9, 1998
- ------------------------ President and Director
Arthur H. Aronson
/S/ JAMES L. MURDY Executive Vice President, February 9, 1998
- ------------------------ and Administration
James L. Murdy and Chief Financial Officer
/S/ DALE G. REID Vice President - Controller February 10, 1998
- ------------------------ (Principal Accounting Officer)
Dale G. Reid
II-3
<PAGE>
/S/ PAUL S. BRENTLINGER Director February 10, 1998
- -----------------------
Paul S. Brentlinger
/S/ FRANK V. CAHOUET Director February 4, 1998
- ----------------------
Frank V. Cahouet
/S/ DIANE C. CREEL Director February 2, 1998
- ----------------------
Diane C. Creel
/S/ C. FRED FETTEROLF Director February 2, 1998
- ----------------------
C. Fred Fetterolf
/S/ W. CRAIG MCCLELLAND Director February 10, 1998
- -----------------------
W. Craig McClelland
/S/ ROBERT MEHRABIAN Senior Vice President February 3, 1998
- ----------------------- and a Director
Robert Mehrabian
/S/ WILLIAM G. OUCHI Director February 3, 1998
- -----------------------
William G. Ouchi
/S/ CHARLES J. QUEENAN, JR. Director February 3, 1998
- ---------------------------
Charles J. Queenan, Jr.
/S/ GEORGE A. ROBERTS Director February 1, 1998
- --------------------------
George A. Roberts
/S/ JAMES E. ROHR Director February 9, 1998
- --------------------------
James E. Rohr
/S/ FAYEZ SAROFIM Director February 10, 1998
- --------------------------
Fayez Sarofim
II-4
<PAGE>
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE 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, Senior 7
Vice President, General Counsel and
Secretary, as to the legality of the shares
being registered.
23.1 Consent of Ernst & Young LLP. 8
23.2 Consent of Arthur Andersen LLP. 9
23.3 Consent of Jon D. Walton, Esquire, Senio --
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).
II-5
Exhibit 5.1
[Allegheny Teledyne, Inc. logo]
1000 Six PPG Place
Pittsburgh, PA 15222-5479
February 10, 1998
Jon D. Walton
Senior Vice President
General Counsel and Secretary
Allegheny Teledyne Incorporated
1000 Six PPG Place
Pittsburgh, PA 15222-5479
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
I am Senior 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
2,000,000 shares (the "Shares") of the Registrant's Common Stock, par value $.10
per share, in connection with the Allegheny Teledyne Employee Stock Purchase
Plan, formerly known as the Teledyne, Inc.
Employee Stock Purchase 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
---------------------------
John D. Walton
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Allegheny Teledyne Incorporated of our report dated January 22,
1997, 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, 1996, filed with the Securities Exchange Commission.
/s/ Ernst & Young LLP
----------------------------
Ernst & Young LLP
Pittsburgh, Pennsylvania
February 10, 1998
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation in
this Registration Statement of our report dated January 13, 1996, on the
consolidated financial statements 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, 1996.
/s/ Arthur Andersen LLP
----------------------------
Arthur Andersen LLP
Los Angeles, California
February 10, 1998
