Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Allegheny Teledyne Incorporated
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
25-1792394
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(I.R.S. Employer Identification Number)
1000 Six PPG Place
Pittsburgh, PA 15222-5479
(412) 394-2800
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(Address of Principal Executive Offices) (Zip Code)
Allegheny Teledyne Incorporated Executive Deferred Compensation Plan
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(Full title of the plan)
Jon D. Walton
Allegheny Teledyne Incorporated
Senior Vice President, General Counsel and Secretary
1000 Six PPG Place
Pittsburgh, PA 15222-5479
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(Name address of agent for service)
(412) 394-2836
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(Telephone number, including area code, of agent for service)
Calculation of the Registration Fee
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<TABLE>
<CAPTION>
<
<
Proposed maximum
Title of each class Proposed maximum aggregate offering
of securities to be Amount to be offering price per price(1) Amount of
registered registered(1) unit registration fee
- ---------------------- -------------------- --------------------- --------------------- --------------------
- ---------------------- -------------------- --------------------- --------------------- --------------------
<S> <C> <C> <C> <C>
Deferred
Compensation $40,000,000 N/A $40,000,000 $11,800.00
Obligations(2)(3)
- ---------------------- -------------------- --------------------- --------------------- --------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the
Securities Act.
(2) The Deferred Compensation Obligations are unsecured obligations of
Allegheny Teledyne Incorporated to pay deferred compensation in the future
in accordance with the terms of the Allegheny Teledyne Incorporated
Executive Deferred Compensation Plan.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the Allegheny Teledyne Incorporated Executive Deferred
Compensation Plan.
</TABLE>
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INTRODUCTION
Allegheny Teledyne Incorporated (the "Corporation" or the "Registrant")
is filing this Registration Statement because of the uncertainty as to whether
the Deferred Compensation Obligations (as defined below) would or should be
considered "securities" or be subject to registration under the Securities Act
of 1933, as amended (the "Securities Act"). The filing of this Registration
Statement is not an admission by the Registrant that the Deferred Compensation
Obligations are securities or are subject to the registration requirements of
the Securities Act.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are hereby incorporated herein by
reference:
(i) Annual Report on Form 10-K for the year ended December 31, 1997,
as amended by Form 10-K/A (Amendment No. 1);
(ii) Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1998; and
(iii) Current Reports on Form 8-K dated January 30, 1998, March 12,
1998, March 17, 1998, April 4, 1998 and May 29, 1998.
All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all of the securities offered
hereby have been sold or which withdraws from registration such securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. 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 following summarizes the $40,000,000 of deferred compensation
obligations ("Deferred Compensation Obligations") created pursuant to the
Allegheny Teledyne Incorporated Executive Deferred Compensation Plan (the
"Plan"). This summary is qualified in its entirety by reference to the terms of
the Plan filed as Exhibit 4 hereto and incorporated herein by reference.
Certain members of management and other highly compensated employees of
the Corporation and its subsidiaries are permitted to defer salary and bonuses,
if any, pursuant to the Plan. When an employee makes a deferral election under
the Plan, the Corporation retains the amount deferred and credits the value of
such amount by book entry to an account maintained under the Plan for the
employee of the Corporation or participating subsidiary of the
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Corporation. The Corporation then assumes a general, unsecured obligation
to pay the employee (a "participant") in the future the deferred amount in
accordance with the terms of the Plan under which salary or bonuses were
deferred, as adjusted during the deferred period in accordance with applicable
investment measures as selected by the participant.
Payments of the Deferred Compensation Obligations will be made from the
general assets of the Corporation, except to the extent payments are made
pursuant to insurance policies owned and maintained by the Corporation as
described below. Each participant is a general unsecured creditor of the
Corporation with a claim against the Corporation for the amount the participant
has deferred, as adjusted during the deferral period in accordance with the
applicable investment measures as selected by the participant. The Deferred
Compensation Obligations are unsecured general obligations of the Corporation
and rank equally with other unsecured and subordinated indebtedness of the
Corporation from time to time outstanding.
Participants receive quarterly statements about their accounts under
the Plan. The Corporation determines the investment measures available under the
Plan. Each participant may elect to allocate the participant's account among the
available measures and may change the allocation in accordance with the terms of
the Plan.
Participants may not assign or transfer the Deferred Compensation
Obligations, other than by designating a beneficiary or beneficiaries to receive
payment if a participant dies before receiving full payment of the amount
credited to the participant's account, and the Deferred Compensation Obligations
shall not be subject to alienation, encumbrance, garnishment, attachment, or
execution by levy.
Payment of Deferred Compensation Obligations generally is made at the
time and in the manner elected by the participants at the time of the deferral
election as permitted by the Plan. Payment elections for salary deferrals for a
subsequent calendar year may be changed by filing a new election form on or
before December 1 of the preceding calendar year. Bonus deferral elections are
irrevocable and apply only to the bonus payable with respect to services
performed during the calendar year for which the election is made Each
participant (or, in the case of the participant's death, the participant's
beneficiary) shall be entitled to receive a distribution under the Plan as soon
as practicable following the participant's "Payment Eligibility Date". "Payment
Eligibility Date" means the first day of the month following the end of the
calendar quarter in which a participant terminates employment or dies. A
participant receiving benefits under a short-term disability plan or on an
approved leave of absence shall not be deemed to have terminated employment for
the purposes of the Plan. The amount payable to a participant shall be the
amount credited to the participant's account as of the participant's Payment
Eligibility Date.
Under the Plan, the Corporation will own and maintain one or more life
insurance policies on the life of an insurable participant. If a participant
dies at least 60 days following the first day of the month in which allocations
are first made to the participant's Plan account and prior to the participant's
Payment Eligibility Date, the participant's beneficiary will receive directly
from the insurance company in a single lump sum an amount equal to the greater
of (1) ten times the salary and bonus amounts allocated to such participant's
account during the first 12 months in which the insurable participant receives
allocations to the participant's account, and (2) two times the insurable
participant's account balance as of the participant's date of death if the
participant has not attained age 56 at the date of death or, if the insurable
participant is age 56 or older at death, 1.5 times the insurable participant's
account balance as of the participant's date
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of death. If a participant dies before the 60-day eligibility period, his
or her beneficiary will receive only the balance in the participant's account as
of the participant's Payment Eligibility Date.
Any benefits otherwise payable with respect to an insurable participant
under the Plan shall be reduced by the value of benefits received by the
insurable participant's beneficiary under the insurance policy or policies. If a
participant dies on or after the participant's Payment Eligibility Date, the
participant's beneficiary will not receive benefits under the insurance policy
or policies and any death benefits will be paid to the Corporation.
A participant may take an earlier distribution at any time prior to his
or her Payment Eligibility Date equal to 90% of the participant's account
balance by filing a request with the Corporation. The remaining 10% are a
penalty and forfeited by the participant to the Corporation. In addition, such
participant would become ineligible to participate in the Plan for the remainder
of the Plan year and the following Plan year.
The Deferred Compensation Obligations are not convertible into
securities of the Corporation, and participants have no voting rights with
respect to the Deferred Compensation Obligations. The Deferred Compensation
Obligations will not have the benefit of any negative pledge or other
affirmative or negative covenant on the part of the Corporation. No trustee has
been appointed having authority to take action with respect to the Deferred
Compensation Obligations and each participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any request for consents, waivers or amendments to the Deferred
Compensation Obligations, enforcing covenants and taking action upon any
default.
The Plan is administered by a Committee, consisting of at least three
members, appointed by the Executive Vice President, Finance and Administration
and Chief Financial Officer of the Corporation. Committee members serve without
compensation for their services. The Committee has the full discretion to
construe and interpret the terms and provision of the Plan, provided
administration of the Plan is done in a uniform and nondiscriminatory manner and
in accordance with laws applicable to the Plan. A member of a Committee is not
permitted to vote or act upon any matter which relates solely to himself as a
participant. The Committee may appoint a Plan administrator or any other agent,
and delegate to such person such powers and duties in connection with
administration of the Plan as the Committee may specify. The Corporation's Plan
Oversight Committee has general oversight power with respect to the Plan's
Committee.
The Corporation's Plan Oversight Committee has the right to amend, modify,
suspend or terminate the Plan, in whole or in part, at any time, subject to
ratification by the Personnel and Compensation Committee of the Corporation's
Board of Directors. No such amendment, modification, suspension or termination,
however, will reduce amounts then credited to a participant's account.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities of the Corporation being registered
hereby has been passed upon by Melanie S. Cibik, Counsel - Corporate and
Securities of the Corporation. As of June 30, 1998, Miss Cibik beneficially
owned no shares of the Corporation's Common Stock.
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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.
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 Corporation has purchased directors' and officers' liability
insurance covering certain liabilities which may be incurred by the officers and
directors of the Corporation in connection with the performance of their duties.
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Section 9.5.3 of the Plan provides that the Corporation shall indemnify and
save harmless the Committee and each member thereof, the Plan Oversight
Committee of the Corporation and each member thereof, the Chief Operating
Officer, the Executive Vice President, Finance and Administration and Chief
Financial Officer, the Director of Human Resources, and any delegate of the
Committee who is an employee of the Corporation against any and all expenses,
liabilities and claims, including legal fees to defend against such liabilities
and claims arising out of their discharge of responsibilities under or incident
to the Plan, other than expenses and liabilities arising out of willful
misconduct.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed on the Exhibit Index of this Registration Statement
are filed herewith or are incorporated by reference to other filings.
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 of 1933;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective 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) of this section
do not apply if the Registration Statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
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(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of the 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 the purposes of
determining liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 July
14, 1998.
Registrant
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 of 1933, this
Registration Statement and the foregoing Power of Attorney has been signed by
the following persons in the capacities and on the dates indicated.
Signature Capacity Date
/s/ Richard P. Simmons
________________________ Chairman, President and Chief July 14, 1998
Richard P. Simmons Executive Officer and a Director
/s/ James L. Murdy
________________________ Executive Vice President, Finance July 14, 1998
James L. Murdy and Administration and Chief
Financial Officer
/s/ Dale G. Reid
________________________ Vice President - Controller July 14, 1998
Dale G. Reid and Principal Accounting Officer
*
________________________ Director July 14, 1998
Robert P. Bozzone
*
________________________ Director July 14, 1998
Arthur H. Aronson
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*
________________________ Director July 14, 1998
Paul S. Brentlinger
*
________________________ Director July 14, 1998
Frank V. Cahouet
*
________________________ Director July 14, 1998
Diane C. Creel
*
________________________ Director July 14, 1998
C. Fred Fetterolf
*
________________________ Director July 14, 1998
Ray J. Groves
*
________________________ Director July 14, 1998
W. Craig McClelland
*
________________________ Director July 14, 1998
Robert Mehrabian
*
________________________ Director July 14, 1998
William G. Ouchi
*
________________________ Director July 14, 1998
Charles J. Queenan, Jr.
*
________________________ Director July 14, 1998
George A. Roberts
*
________________________ Director July 14, 1998
James E. Rohr
/s/ Jon D. Walton
By: _______________________________________
Jon D. Walton, Attorney-in-Fact and Agent,
pursuant to Power of Attorney filed as
Exhibit 24
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Committee 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 July 14, 1998.
Plan
Allegheny Teledyne Incorporated
Executive Deferred Compensation Plan
/s/ Richard D. Mercer
By: _______________________________
Richard D. Mercer
Committee Member
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EXHIBIT INDEX
Exhibit
Number Description
4 Allegheny Teledyne Incorporated Executive Deferred Compensation
Plan, filed herewith.
5 Opinion of Counsel with respect to the legality of the Deferred
Compensation Obligations 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 Counsel (included in opinion filed as Exhibit 5).
24 Power of Attorney of certain officers and directors of the
Corporation, filed herewith.
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EXHIBIT 4
ALLEGHENY TELEDYNE INCORPORATED
EXECUTIVE DEFERRED COMPENSATION PLAN
(as amended and restated as of July 9, 1998)
1 Purpose. The Allegheny Teledyne Incorporated Executive Deferred
Compensation Plan, formerly known as the Teledyne, Inc. Executive Deferred
Compensation Plan, is an unfunded plan maintained for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").
2 Definitions.
2.1 "Account" shall mean the bookkeeping account maintained by the
Committee for each Participant that is credited with (1) the portion of the
Participant's Salary that he elects to defer, (2) the portion of the
Participan's Bonus that he elects to defer, (3) portions of the Participant's
account balance under the Prior Plan and (4) earnings on such amounts.
2.2 "Beneficiary" shall mean the Participant's spouse or, if the
Participant has no spouse or the spouse consents in writing in the presence of a
notary public, the person or persons, trustee, or other legal entity or entities
last designated by the Participant on a form substantially as set forth in
Exhibit "A" attached hereto to receive the benefits specified hereunder in the
event of the Participant's death. If the Participant has not designated a
beneficiary or if no person designated as a beneficiary survives the
Participant, the payment of the Participant's benefits under this Plan following
his death shall be made (a) to the Participant's spouse, if living, (b) if his
spouse is not then living, to his then living issue by right of representation,
(c) if neither his spouse nor his issue are then living, to his then living
parents, or (d) if none of the above are then living, to his estate.
Notwithstanding the foregoing, the Beneficiary of an Insurable Participant under
the Plan must be the same as the beneficiary designated with respect to the
benefit provided under Article 8 hereof if the Insurable Participant dies prior
to his Payment Eligibility Date.
2.3 "Bonus" shall mean the award or awards payable under the Allegheny
Teledyne Incorporated management bonus program (or any predecessor or successor
program).
2.4 "Chief Operating Officer" shall mean the Chief Operating Officer of
Allegheny Teledyne Incorporated.
2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.6 "Committee" shall mean the administrative committee appointed pursuant
to Section 9.1 of the Plan.
2.7 "Company" shall mean Allegheny Teledyne Incorporated, a Delaware
corporation, and any corporation which is a subsidiary of the corporation
(within the meaning of Code Section 424(f)) of Allegheny Teledyne Incorporated,
unless the context requires otherwise.
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2.8 "Compensation" shall mean the Salary and Bonus paid by the Company to a
Participant.
2.9 "Director of Human Resources" shall mean the Director, Compensation and
Benefits of Allegheny Teledyne Incorporated located at 1000 Six PPG Place,
Pittsburgh, Pennsylvania 15222-5479 or such other person as the Committee may
from time to time designate.
2.10 "Effective Date" shall mean September 1, 1994.
2.11 "Eligible Employee" shall mean:
2.11.1 For a Plan Year other than the Plan Years described in Sections
2.11.2, 2.11.3 and 2.11.4, each employee of the Company who: (a) as of December
1 of the preceding Plan Year holds the title of president of an operating
company; or (b) received Compensation during the preceding Plan Year at least
equal to $100,000.
2.11.2 For the first Plan Year of the Plan, each employee of the Company
who: (a) as of the Effective Date holds the title of president of an operating
company; or (b) for employees of Teledyne, Inc. who were participants in the
Plan prior to July 9, 1998 received or is expected to receive Compensation
during calendar year 1994 at least equal to the amount specified in Section
4.14(q)(1)(B) of the Code, as such amount is adjusted for such calendar year by
the Secretary of the Treasury for increases in the cost of living.
2.11.3 For the first Plan Year in which employees of Allegheny Teledyne
Incorporated and Allegheny Ludlum Corporation may participate in the Plan, each
employee of the Company who: (a) as of July 9, 1998 holds the title of president
of an operating company; or (b) received or is expected to receive Compensation
during calendar year 1998 at least equal to the amount specified in Section
4.14(q)(1)(B) of the Code, as such amount is adjusted for such calendar year by
the Secretary of the Treasury for increases in the cost of living.
2.11.4 For any Plan Year beginning after the Effective Date which includes
an employee's date of hire, each employee of the Company who: (a) as of the
employee's date of hire holds the title of president of an operating company; or
(b) receives Compensation during such Plan Year at least equal to $100,000. For
purposes of this Section 2.11.4 only, Compensation shall include Salary that
would be paid if the employee's Salary were paid for the full Plan Year.
2.12 "Fund" or "Funds" shall mean one or more of the mutual funds or
contracts selected by the Committee pursuant to Section 4.2.2.
2.13 "Initial Election Period" shall mean the first thirty days of the
first Plan Year during which an employee of the Company is an Eligible Employee
or, in the case of an employee who is an Eligible Employee on his date of hire
after the Effective Date, the first thirty days after such date of hire;
provided, however, that the Initial Election Period for employees of Allegheny
Teledyne Incorporated and Allegheny Ludlum Corporation shall mean the period
from July 9, 1998 through July 31, 1998, unless the Committee shall determine to
extend such Initial Election Period to a date no later than August 30, 1998.
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2.14 "Insurable Participant" shall mean a Participant who satisfies
underwriting standards for the issuance of life insurance determined by the
insurance company selected by the Company to provide the pre-distribution death
benefit described in Article 8.
2.15 "Interest Rate" shall mean, for each Fund, an amount equal to the net
rate, expressed as a percent, of gain or loss on the assets of such Fund during
a month reduced, with respect to Funds selected by Insurable Participants, by
.0833 percent. If a Participant satisfies the definition of an Insurable
Participant (as set forth in Section 2.14) at the time he becomes a Participant,
but fails to satisfy such definition thereafter, the .0833 percent reduction
described in the preceding sentence shall apply only to that portion of the net
rate of gain or loss credited to the Participant's Account as:
(1) the Participant's Account balance on the last of the month in which
such failure occurs bears to
(2) the Participant's Account balance on the last day of the month
preceding the month for which such gain or loss is allocated.
2.16 "Participant" shall mean any Eligible Employee who, prior to the
Effective Date, has not announced his intention to retire and who (a) elects to
defer Compensation in accordance with Section 4.1, or (b) has an account balance
under the Prior Plan.
2.17 "Payment Eligibility Date" shall mean the first day of the month
following the end of the calendar quarter in which a Participant terminates
employment or dies. A Participant receiving benefits under the Company's
short-term disability plan or on an approved leave of absence shall not be
deemed to have terminated employment for purposes of the Plan.
2.18 "Plan" shall mean the Allegheny Teledyne Incorporated Executive
Deferred Compensation Plan as set forth herein, or as amended from time to time.
The Plan was formerly known as the Teledyne, Inc. Executive Deferred
Compensation Plan.
2.19 "Plan Year" shall mean the calendar year, except that the initial Plan
Year shall be the period from the Effective Date through December 31, 1994 for
employees of Teledyne, Inc. and its subsidiaries and the initial Plan Year shall
be the period from August 1, 1998 through December 31, 1998 for employees of
Allegheny Teledyne Incorporated and Allegheny Ludlum Corporation.
2.20 "Prior Plan" shall mean the nonqualified plan or arrangement
maintained by the Company for deferral of bonuses prior to the Effective Date.
2.21 "Retirement" shall mean the date as of which a Participant commences
to receive a benefit under a pension plan maintained by the Company, the date as
of which a Participant commences to receive disability benefits under the
Company's long-term disability plan or, in the case of a Participant who is not
entitled to benefits under the Company's long-term disability plan, the date the
Committee determines is the first date the Participant satisfies the definition
of disability set forth in that plan.
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2.22 "Salary" shall mean the base rate of pay that an employee is entitled
to receive for services rendered to the Company.
3 Participation. An Eligible Employee who, prior to the Effective Date, has
not announced his intention to retire shall become a Participant in the Plan on
(a) the first day of the first pay period for which he elects to defer a portion
of his Compensation in accordance with Section 4.1, or (b) the Effective Date if
he has an account balance under the Prior Plan.
4 Deferral Elections.
4.1 Elections to Defer Compensation.
4.1.1 General Rule. An Eligible Employee may elect to defer up to 50
percent of his Salary and up to 100 percent of his Bonus; provided, however,
that the amount of Salary and/or Bonus not paid to the Eligible Employee during
any Plan Year because of such election must be at least equal to five percent of
the Eligible Employee's anticipated Salary for that Plan Year; and provided,
further, that the amount of a Participant's Salary and/or Bonus which may be
deferred for a Plan Year shall not reduce the Participant's Salary and/or Bonus
(after taking into account such deferrals) below the amount necessary to satisfy
any employment or income tax withholding requirements which may be applicable
with respect to the Participant.
4.1.1(a) Committee Discretion. Notwithstanding Section 4.1.1 and in
addition to any other power or discretion granted to the Committee, the
Committee may, in its sole discretion and on a case-by-case basis, permit one or
more Eligible Employees to elect to defer more than 50% of his or her Salary. In
the event that the Committee permits one or more Eligible Employees to defer
more than 50% of his or her Salary, the amount permitted to be deferred shall
not exceed the amount necessary to permit the Eligible Employee to make
contributions, as elected by or required of the Eligible Employee, under
employee benefit plans, and to have withheld applicable federal, state and local
income or payroll tax and such other amounts as determined appropriate by the
Committee.
4.1.2 Initial Election Period. Each Eligible Employee may elect to defer
Compensation by filing with the Director of Human Resources an election, on a
form provided by the Committee, no later than the last day of his or her Initial
Election Period. An election to defer Compensation during the Initial Election
Period shall be effective with respect to the Participant's Salary earned during
the first pay period beginning after the election and with respect to the
portion of the Participant's Bonus attributable to the portion of the calendar
year following the election.
4.1.3 Elections other than Elections during the Initial Election Period.
Subject to the limitations of Section 4.1.1 above, any Eligible Employee who
fails to elect to defer Compensation during his or her Initial Election Period
may subsequently elect to defer Compensation, and any Eligible Employee who has
terminated a prior Salary deferral election may elect to again defer Salary, by
filing with the Director of Human Resources an election, on a form provided by
the Committee, to defer Compensation as described in Section 4.1.1 above. An
election to defer Salary payable during a calendar year must be filed with the
Director of Human Resources on or before December 1 of the preceding calendar
year. An election to defer
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Bonus payable with respect to services rendered
during a calendar year must be filed with the Director of Human Resources on or
before December 1 of the preceding calendar year.
4.1.4 Duration of Salary Deferral Election. Any Salary deferral election
made under Section 4.1.2 or Section 4.1.3 shall remain in effect,
notwithstanding any change in the Participant's Salary, until changed or
terminated in accordance with the terms of this Section 4.1.4; provided,
however, that such election shall terminate for any Plan Year for which the
Participant is not an Eligible Employee. A Participant may increase, decrease or
terminate his or her Salary deferral election with respect to Salary earned
during a calendar year by filing a new election, in accordance with the terms of
this Section 4.1, with the Director of Human Resources on or before December 1
of the preceding calendar year.
4.1.5 Duration of Bonus Deferral Election. Any Bonus deferral election made
under Section 4.1.2 or Section 4.1.3 shall be irrevocable and shall apply only
to the Bonus payable with respect to services performed during the calendar year
for which the election is made. For each subsequent calendar year, an Eligible
Employee must make a new election, subject to the limitations set forth in this
Section 4.1, to defer a percentage of his or her Bonus. Such election shall be
on forms provided by the Committee and shall be filed with the Director of Human
Resources on or before December 1 of the calendar year preceding the calendar
year in which the services that are to result in the Bonus are performed.
4.1.6 Extension of Election Deadline. Notwithstanding the foregoing
provisions of this Section 4.1, the Committee may extend the deadline for filing
elections set forth in Sections 4.1.3, 4.1.4 and 4.1.5 from December 1 of a
particular calendar year as the Committee shall determine. The Committee shall
give notice of such extension to all Eligible Employees.
4.2 Investment Elections.
4.2.1 Investment Options. The Committee shall select from time to time the
types of mutual funds or contracts in which Participants' Accounts shall be
deemed to be invested. At the time an Eligible Employee first becomes a
Participant, the Participant shall file with the Director of Human Resources a
form provided by the Committee designating which of such types of mutual funds
or contracts the Participant's Account shall be deemed to be invested in for
purposes of determining the amount of earnings to be credited to such Account.
In making the designation pursuant to this Section 4.2.1, the Participant may
specify that all or any 10-percent multiple of his Account be deemed to be
invested in one or more of the types of mutual funds or contracts selected by
the Committee. A Participant may change monthly the designation made under this
Section 4.2.1 by filing with the Director of Human Resources an election, on a
form provided by the Committee, at any time during a month, with such change to
be effective as of the first day of the month immediately succeeding the date on
which such form is filed. If a Participant fails to elect a type of fund under
this Section 4.2.1, any prior election shall remain in effect or, if there is no
prior election of types of funds, any deferral election made by the Participant
shall be void. If a Participant who receives allocations to his Account only
pursuant to Sections 5.3 and 5.4 fails to elect a type of fund under this
Section 4.2.1, he shall be deemed to have elected the fund or contract
designated by the Committee as the default fund.
4.2.2 Committee Selection of Funds. Although the Participant may designate
the type of mutual funds pursuant to Section 4.2.1, the Committee shall select
from time to time,
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in its sole discretion, a commercially available fund or
contract of each of the types selected pursuant to Section 4.2.1 to be the
Funds. The Interest Rate of each such Fund shall be used to determine the amount
of earnings to be credited to Participants' Accounts under Section 5.4.
5 Participant Accounts. The Committee shall establish and maintain an
Account for each Participant under the Plan. Each Participant's Account shall be
further divided into separate subaccounts ("mutual fund subaccounts"), each of
which corresponds to a mutual fund or contract elected by the Participant in
accordance with Section 4.2. A Participant's Account shall be credited as
follows:
5.1 Salary Credits. As of the last day of each month, the Committee shall
credit the mutual fund subaccounts of the Participant's Account with an amount
equal to Salary deferred by the Participant during each pay period ending in
that month in accordance with the Participant's election under Section 4.2; that
is, the portion of the Participant's deferred Salary that the Participant has
elected to be deemed to be invested in a certain type of mutual fund shall be
credited to the mutual fund subaccount corresponding to that mutual fund.
5.2 Bonus Credits. As of the last day of the month in which the Bonus is
payable, the Committee shall credit the mutual fund subaccounts of the
Participant's Account with an amount equal to the portion of the Bonus deferred
by the Participant in accordance with the Participant's election under Section
4.2; that is, the portion of the Participant's deferred Bonus that the
Participant has elected to be deemed to be invested in a particular type of
mutual fund shall be credited to the mutual fund subaccount corresponding to
that mutual fund.
5.3 Prior Plan Credits. As of the Effective Date, the Committee shall
credit the mutual fund subaccounts of the Participant's Account with an amount
equal to 25 percent of the Participant's account balance under the Prior Plan as
of the Effective Date. As of September 1 of each of the following years, the
Committee shall credit the mutual fund subaccounts of the Participant's Account
with an amount equal to the percentage set forth below of the Participant's
account balance under the Prior Plan as of such date:
1995 33-1/3
1996 50
1997 100
Notwithstanding the foregoing, as of a Participant's Payment Eligibility
Date prior to September 1, 1997, the Committee shall credit the mutual fund
subaccounts of the Participant's Account with an amount equal to any unpaid
balance then remaining in the Participant's account under the Prior Plan.
5.4 Earnings Credits. As of the last day of each month in which any amount
remains credited to a Participant's Account, each mutual fund subaccount of a
Participant's Account shall be credited with earnings in an amount equal to that
determined by multiplying the balance credited to such mutual fund subaccount as
of the last day of the preceding month by the Interest Rate for that month for
the corresponding Fund selected by the Company pursuant to Section 4.2.2.
6 Vesting. A Participant's Account shall be 100 percent vested at all
times.
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7 Distributions.
7.1 Amount and Time of Distribution.
7.1.1 Payment as of Payment Eligibility Date. Each Participant (or, in the
case of his death, his Beneficiary) shall be entitled to receive a distribution
of benefits under this Plan as soon as practicable following his Payment
Eligibility Date. The amount payable to a Participant shall be the amount
credited to the Participant's Account as of his Payment Eligibility Date.
7.1.2 Payment Prior to Payment Eligibility Date. A Participant may elect by
filing with the Director of Human Resources a form substantially as set forth in
Exhibit "B" attached hereto to receive an amount equal to ninety percent of his
Account balance at any time prior to his Payment Eligibility Date. If the
Participant makes an election described in this Section 7.1.2: the balance of
the Participant's Account not distributed to the Participant shall be forfeited
to the Company; the amount to which he is entitled under this Section 7.1.2
shall be distributed to the Participant in a single lump sum within thirty days
following such election; the Participant shall be prohibited from participating
in the Plan for the balance of the Plan Year in which this distribution is made
and the following Plan Year; and any elections previously made pursuant to
Article 4 of this Plan shall cease to be effective.
7.2 Form of Distribution.
7.2.1 Pre-Retirement Distributions. If a Participant's Payment Eligibility
Date occurs prior to the date of his Retirement, the Participant's Account shall
be paid to such Participant in a single lump sum.
7.2.2 Post-Retirement Distributions. If a Participant's Payment Eligibility
Date occurs on or after the date of his Retirement, the Participant's Account
shall be paid to such Participant or, in the event of the Participant's death on
or after his Payment Eligibility Date, his Beneficiary in the form of sixty
quarterly installments. Such installment payments shall commence on the
Participant's Payment Eligibility Date or as soon thereafter as is practicable
and shall continue on the first day of each of the 59 calendar quarters
thereafter.
7.2.3 Election of Optional Form of Distributions. Notwithstanding the
provisions of Section 7.2.2, a Participant whose Payment Eligibility Date occurs
on or after the date of his Retirement may elect to receive distribution of his
Account balance in a single lump sum, twenty quarterly installments, or forty
quarterly installments provided that at least one year prior to his Payment
Eligibility Date, the Director of Human Resources receives from the Participant
a notice, in substantially the form of Exhibit "C" attached hereto, that the
Participant elects to receive payment in one of such optional forms. Any such
payment shall be made or commence to be made as of the Participant's Payment
Eligibility Date. Any election made pursuant to this Section 7.2.3 may be
revoked by filing notice of such revocation with the Director of Human Resources
on or before the date which is one year prior to the Participants Payment
Eligibility Date.
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7.2.4 Method for Calculating Installments. If a Participant or Beneficiary
receives payment of his Account balance in installments pursuant to Section
7.2.2 or 7.2.3, the amount of each quarterly installment payable during the Plan
Year which includes the Participant's Payment Eligibility Date shall equal the
Participant's Account balance on the Payment Eligibility Date divided by the
total number of installments the Participant or Beneficiary is scheduled to
receive. The amount of each quarterly installment payable during each succeeding
Plan Year, other than the last Plan Year in which the Participant or Beneficiary
receives installment payments under the Plan, shall equal the Participant's
Account balance on September 30 of the preceding Plan Year divided by the number
of installments remaining to be paid after the last day of such preceding Plan
Year. The amount of each quarterly installment payable during the last Plan Year
in which the Participant or Beneficiary receives installment payments under the
Plan shall equal the Participant's Account balance on the last day of the second
preceding calendar quarter divided by the number of installments remaining to be
paid after the last day of the preceding calendar quarter, except that the final
quarterly installment shall be equal to the remaining balance in the
Participant's Account.
7.2.5 Small Account Balances. Notwithstanding any other provision of this
Section 7.2, if a Participant's Account balance on his Payment Eligibility Date
is $10,000 or less, such Account balance shall be paid in a single lump sum.
8 Pre-Distribution Death Benefit.
8.1 Amount of Benefit. The Company shall own and maintain one or more life
insurance policies on the life of each Insurable Participant (collectively, the
"Policy"). Until an employee of the Company (other than a Participant who has
already been determined not to be an Insurable Participant) completes an
application for the Policy, any deferral elections made by the employee pursuant
to Article 4 hereof shall be void. If an Insurable Participant shall die at
least sixty days following the first day of the month in which allocations
pursuant to Article 5 of the Plan are first made to his Account and prior to his
Payment Eligibility Date, his Beneficiary shall receive directly from the
insurance company issuing the Policy in a single lump sum an amount equal to the
greater of:
8.1.1 Ten times the amounts allocated to the Insurable Participant's
Account pursuant to Sections 5.1 and/or 5.2 during the first twelve months in
which the Insurable Participant receives allocations to his Account; or
8.1.2 Two times the Insurable Participant's Account balance as of his date
of death if the Insurable Participant has not attained age 56 at the date of
death or, if the Insurable Participant is age 56 or older at death, 1.5 times
the Insurable Participant's Account balance as of his date of death.
8.2 Other Rules.
8.2.1 Reduction of Account Balance. Notwithstanding anything contained
herein to the contrary, any benefits otherwise payable with respect to an
Insurable Participant under this Plan shall be reduced by the value of benefits
received by the Insurable Participant's Beneficiary under the Policy.
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8.2.2 Death on or After Payment Eligibility Date. If an Insurable
Participant shall die on or after his Payment Eligibility Date, his Beneficiary
shall receive no benefits under the Policy and any death benefits thereunder
shall be paid to the Company.
8.2.3 Effect of Account Distribution Prior to Payment Eligibility Date. If
an Insurable Participant receives a distribution pursuant to Section 7.1.2, for
purposes of Section 8.1.1, the first twelve months in which he receives
allocations to his Account shall be deemed to be the first Plan Year after such
distribution in which he receives allocations under Section 5.1 or 5.2 and, for
purposes of Section 8.1.2, the Insurable Participant's Account shall include
only amounts allocated to the Insurable Participant's Account following such
distribution and prior to his date of death.
8.2.4 Death Prior to Eligibility for Pre-Distribution Death Benefit. If a
Participant should die before completing the sixty-day eligibility period for
the pre-distribution death benefit set forth in Section 8.1, his Beneficiary
shall receive only the balance in the Participant's Account as of the
Participant's Payment Eligibility Date.
8.2.5 Failure to Remain Insurable. Notwithstanding the foregoing provisions
of this Article 8, if a Participant satisfies the definition of an Insurable
Participant (as set forth in Section 2.14) at the time he becomes a Participant,
but fails to satisfy such definition thereafter, the pre-distribution death
benefit payable to the Participant's Beneficiary shall equal the lesser of:
(1) the pre-distribution death benefit determined under the foregoing
provisions of this Article 8; or
(2) the death benefit under the Policy payable to the Participant's
Beneficiary at the time the Participant fails to satisfy the definition of an
Insurable Participant.
9 Administration.
9.1 Committee Action. The Plan shall be administered by the Committee,
consisting of at least three members, appointed by and holding office at the
pleasure of the Executive Vice President, Finance and Administration and Chief
Financial Officer. The Committee shall act at meetings by an affirmative vote of
a majority of the members of the Committee. Any action permitted to be taken at
a meeting may be taken without a meeting if a written consent to the action is
signed by all members of the Committee and such written consent is filed with
the minutes of the proceedings of the Committee. A member of the Committee shall
not vote or act upon any matter which relates solely to himself as a
Participant. The Chairman or any other member or members of the Committee
designated by the Chairman may execute any certificate or other written
direction on behalf of the Committee.
9.2 Powers and Duties of the Committee. The Committee, on behalf of the
Participants and their Beneficiaries, shall enforce the Plan in accordance with
its terms, shall be charged with the general administration of the Plan, and
shall have all powers necessary to accomplish its purposes, including, but not
by way of limitation, the following:
9.2.1 To determine all questions relating to the eligibility of employees
to participate;
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9.2.2 To construe and interpret the terms and provisions of this Plan;
9.2.3 To compute and certify to the amount and kind of benefits payable to
Participants and their Beneficiaries;
9.2.4 To maintain all records that may be necessary for the administration
of the Plan;
9.2.5 To provide for the disclosure of all information and the filing or
provision of all reports and statements to Participants, Beneficiaries or
governmental agencies as shall be required by law;
9.2.6 To make and publish such rules for the regulation of the Plan and
procedures for the administration of the Plan as are not inconsistent with the
terms hereof; and
9.2.7 To appoint a plan administrator or, any other agent, and to delegate
to such person such powers and duties in connection with the administration of
the Plan as the Committee may from time to time prescribe.
9.3 Construction and Interpretation. The Committee shall have full
discretion to construe and interpret the terms and provisions of this Plan,
which interpretation or construction shall be final and binding on all parties,
including but not limited to the Company and any Participant or Beneficiary. The
Committee shall administer such terms and provisions in a uniform and
nondiscriminatory manner and in full accordance with any and all laws applicable
to the Plan.
9.4 Information. To enable the Committee to perform its functions, the
Company shall supply full and timely information to the Committee on all matters
relating to the Compensation of all Participants, their death or other cause of
termination, and such other pertinent facts as the Committee may require.
9.5 Compensation, Expenses and Indemnity.
9.5.1 The members of the Committee shall serve without compensation for
their services hereunder.
9.5.2 The Committee is authorized at the expense of the Company to employ
such legal counsel as it may deem advisable to assist in the performance of its
duties hereunder. Expenses and fees in connection with the administration of the
Plan shall be paid by the Company.
9.5.3 The Company shall indemnify and save harmless the Committee and each
member thereof, the Plan Oversight Committee of the Company and each member
thereof, the Chief Operating Officer, the Executive Vice President, Finance and
Administration and Chief Financial Officer, the Director of Human Resources, and
any delegate of the Committee who is an employee of the Company against any and
all expenses, liabilities and claims, including legal fees to defend against
such liabilities and claims, arising out of their discharge of responsibilities
10
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under or incident to the Plan, other than expenses and liabilities arising out
of willful misconduct. This indemnity shall not preclude such further
indemnities as may be available under insurance purchased by the Company or
provided by the Company under any bylaw, agreement or otherwise, as such
indemnities are permitted under applicable law.
9.6 Quarterly Statements. Under procedures established by the Committee, a
Participant shall receive quarterly statements with respect to such
Participant's Account.
9.7 Plan Oversight Committee. The Plan Oversight Committee of the Company
shall have general oversight power with respect to the Committee, and the
Committee shall from time to time report its actions under and in respect of the
Plan to the Plan Oversight Committee of the Company.
10 Miscellaneous.
10.1 Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors, and assigns shall have no legal or equitable rights, claims,
or interest in any specific property or assets of the Company. No assets of the
Company shall be held in any way as collateral security for the fulfilling of
the obligations of the Company under this Plan. The Company's obligation under
the Plan shall be merely that of an unfunded and unsecured promise of the
Company to pay money in the future, and the rights of the Participants and
Beneficiaries shall be no greater than those of unsecured general creditors. The
Plan is intended to be unfunded for tax purposes and for purposes of Title I of
ERISA.
10.2 Restriction Against Assignment. The Company shall pay all amounts
payable hereunder only to the person or persons designated by the Plan and not
to any other person or corporation. No part of a Participant's Account shall be
liable for the debts, contracts, or engagements of any Participant, his
Beneficiary, or successors in interest, nor shall a Participant's Account be
subject to execution by levy, attachment, or garnishment or by any other legal
or equitable proceeding, nor shall any such person have any right to alienate,
anticipate, commute, pledge, encumber, or assign any benefits or payments
hereunder in any manner whatsoever.
10.3 No Right to Continued Employment. Neither an employee's participation
in the Plan, nor his rights to his Account shall confer upon such employee any
right with respect to continuance of employment by or receipt of Bonuses from
the Company, nor shall such items interfere in any way with the right of the
Company to terminate such employee's employment or alter such employee's
Compensation at any time.
10.4 Withholding. There shall be deducted from each payment made under the
Plan or, if such payment is not large enough, from any other funds payable to
the Participant, all taxes which the Company determines are required to be
withheld with respect to such payment under the Plan. The Company shall have the
right to reduce any payment by the amount of cash sufficient to provide the
amount of said taxes.
10.5 Amendment, Modification, Suspension or Termination. The Company's Plan
Oversight Committee may at any time amend, modify, suspend or terminate the Plan
in whole or in part, subject to ratification by the Personnel and Compensation
Committee of the Company's
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Board of Directors, except that no amendment,
modification, suspension or termination shall reduce any amounts then credited
to a Participant's Account. The Company shall provide notice of such action to
all Participants and Beneficiaries of deceased Participants.
10.6 Governing Law. Except to the extent that it is preempted by federal
law, this Plan shall be construed, governed and administered in accordance with
the laws of the State of Delaware.
10.7 Receipt or Release. Any payment to a Participant or the Participant's
Beneficiary in accordance with the provisions of the Plan, including but not
limited to any payment from an insurance company, shall, to the extent thereof,
be in full satisfaction of all claims under the Plan against the Committee and
the Company. Any payment, whether by the Company or an insurance company, to a
Participant or the Participant's Beneficiary of an amount described in Section
5.3 shall, to the extent thereof, be in full satisfaction of all claims to such
amount which the Participant or his Beneficiary or any beneficiary designated in
accordance with the Prior Plan may have against the Company or any other person
under the Prior Plan. The Committee may require such Participant or Beneficiary,
as a condition precedent to such payment, to execute a receipt and release to
such effect.
10.8 Payments on Behalf of Minors. In the event that any amount becomes
payable under the Plan to a minor or a person who, in the sole judgment of the
Committee, is considered by reason of physical or mental condition to be unable
to give a valid receipt therefore, the Committee may direct that such payment be
made only to the conservator or the guardian of the estate of such person
appointed by a court of competent jurisdiction or such other person or in such
other manner as the Committee determines is necessary to assure that the payment
will legally discharge the Plants obligation to such person. Any payment made
pursuant to such determination shall constitute a full release and discharge of
the Committee and the Company.
10.9 Miscellaneous. All pronouns and any variations thereof contained
herein shall be deemed to refer to masculine or feminine, singular or plural, as
the identity of the person or persons may require. The headings used in this
Plan are for convenience only and shall not be construed in interpreting this
Plan.
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EXHIBIT A
BENEFICIARY DESIGNATION
I hereby designate the following individual or entity to receive any
benefits to which I am entitled under the Allegheny Teledyne Incorporated
Executive Deferred Compensation Plan if such benefits become payable after my
death:
Name: ________________________________________
Address: _____________________________________
Relationship: ________________________________
Social Security or Tax Identification Number:______________________
I understand and acknowledge that if I am married on the date of my death
and I have designated above someone other than the individual who is my spouse
on the date of my death, such designation shall not be effective unless my
spouse consents in writing as set forth on the following page in the presence of
a notary.
________________ _______________________
Date Signature
_______________________
Printed Name
<PAGE>
SPOUSAL CONSENT TO BENEFICIARY DESIGNATION
I am the spouse of _____________________. I hereby consent to the
designation made by my spouse of ____________________ as the beneficiary under
the Allegheny Teledyne Incorporated Executive Deferred Compensation Plan. I
understand that this consent is valid only with respect to the naming of the
beneficiary indicated on the prior page and that the designation of any other
beneficiary will not be valid unless I consent in writing to such designation.
This consent is being voluntarily given, and no undue influence or coercion
has been exercised in connection with my consent to the designation made by my
spouse of the beneficiary named on the prior page rather than myself as the
beneficiary under the Allegheny Teledyne Incorporated Executive Deferred
Compensation Plan.
_____________________ ___________________________
Date Spouse's Signature
___________________________
Print Spouse's Name
State of __________________
County of__________________
On __________ (date) before me _______________(name, title) personally
appeared ___________________________ (name of spouse)
________ personally known to me (or)
________ proved to me on the basis of
satisfactory evidence
to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument the person executed the
instrument.
WITNESS my hand and official seal.
___________________________
Signature of Notary
<PAGE>
EXHIBIT B
DISTRIBUTION PRIOR TO PAYMENT ELIGIBILITY DATE
Pursuant to Section 7.1.2 of the Allegheny Teledyne Incorporated Executive
Deferred Compensation Plan (the "Plan"), I hereby elect to receive distribution
of ninety percent (90%) of my account balance under the Plan within thirty days
of the receipt of this election by the Director of Human Resources of Allegheny
Teledyne Incorporated.
I understand and acknowledge that as a result of this election:
1. The balance of my account under the Plan not distributed to me shall be
forfeited to Allegheny Teledyne Incorporated;
2. I shall be prohibited from participating in the Plan for the balance of
the Plan Year in which this distribution is made and the following Plan Year;
3. Any deferral elections previously made pursuant to Article 4 of the Plan
shall cease to be
effective; and
4. The pre-distribution death benefit provided under the Plan shall cease
to be available to my beneficiary following this distribution. If I resume
participation in the Plan to the extent permitted by the Plan in accordance with
paragraph 2 above, my beneficiary may again be eligible to receive a death
benefit under the Plan but such death benefit shall be computed only with
respect to allocations to my account under the Plan following such distribution
and prior to my date of death.
_________ _____________________
Date Signature
_____________________
Printed Name
Received by Allegheny Teledyne Incorporated
on _________________
by _________________
<PAGE>
EXHIBIT C
ELECTION OF FORM OF DISTRIBUTION
Pursuant to Section 7.2.3 of the Allegheny Teledyne Incorporated Executive
Deferred Compensation Plan (the "Plan"), I hereby notify Allegheny Teledyne
Incorporated that instead of receiving distribution of my Account balance under
the Plan in sixty quarterly installments, I hereby elect that my Account balance
under the Plan be paid to me in one of the following forms:
________ forty quarterly installments;
________ twenty quarterly installments; or
________ a single lump sum.
I understand that in order for this election to be effective:
1. This notice must be received by Allegheny Teledyne Incorporated, c/o the
Director of Human Resources, 1000 Six PPG Place, Pittsburgh, Pennsylvania
15222-5479, at least one year prior to my Payment Eligibility Date; and
2. My Payment Eligibility Date, as that term is defined in the Plan, must
occur on or after the date as of which I commence to receive a benefit under a
pension plan maintained by Allegheny Teledyne Incorporated or a subsidiary, the
date as of which I commence to receive disability benefits under the long-term
disability plan of Allegheny Teledyne Incorporated or a subsidiary, or, if I am
not entitled to benefits under the long-term disability plan of Allegheny
Teledyne Incorporated or a subsidiary, the date the Administrative Committee of
the Plan determines is the first date I satisfy the definition of disability set
forth in such disability plan.
_______________________ _________________________
Date Signature
_________________________
Printed Name
Received by Allegheny
Teledyne Incorporated
on ______________________
by ______________________
EXHIBIT 5
[Allegheny Teledyne Incorporated Letterhead]
July 14, 1998
Allegheny Teledyne Incorporated
1000 Six PPG Place
Pittsburgh, PA 15222-5479
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8
("Registration Statement") of Allegheny Teledyne Incorporated (the "Company")
related to the registration of $40,000,000 of deferred compensation obligations
(the "Deferred Compensation Obligations") and an indeterminate amount of
interests of participation offered pursuant to the Allegheny Teledyne
Incorporated Executive Deferred Compensation Plan (the "Plan").
I am Counsel - Corporate and Securities to the Company and, in such
capacity, I have been requested to furnish an opinion to be included as Exhibit
5 to the Registration Statement. In conjunction with the furnishing of this
opinion, I have examined the Company's Restated Certificate of Incorporation and
Amended and Restated By-laws, each as amended to date, the Registration
Statement, the Plan and such other corporate documents and have made such
investigation of matters of fact and law as I have deemed necessary to render
this opinion.
In making such examination and rendering the opinions set forth below,
I have assumed: (i) the genuineness and authenticity of all signatures on
original documents; (ii) the authenticity of all documents submitted to me as
originals; and (iii) the conformity of originals of all documents submitted to
me as certified, telecopied, photostated or reproduced copies and the
authenticity of all originals of such documents.
I am admitted to practice law in the Commonwealth of Pennsylvania and
do not purport to be an expert on or to express any opinion on any laws other
than the laws of the Commonwealth of Pennsylvania and the federal securities
laws of the United States of America. The Plan provides that it is to be
construed, governed and administered in accordance with the laws of the State of
Delaware, a State in which I am not admitted to practice. I have assumed for the
purposes of this opinion that the laws of the State of Delaware are identical to
the laws of the Commonwealth of Pennsylvania. I have not examined the laws of
the State of Delaware to determine any differences between the laws of such
State and the laws of the Commonwealth of Pennsylvania. There will be
differences.
<PAGE>
Allegheny Teledyne Incorporated
July 14, 1998
Page 2
In addition, this opinion speaks as of today's date and is limited to
present statutes, regulations and judicial interpretations. I express no opinion
other than as expressly provided below (including without limitation any opinion
on the content of any prospectus). In rendering this opinion, I assume no
obligation to revise or supplement this opinion should the present laws be
changed by legislative or regulatory action, judicial decision or otherwise or
should the Plan be amended or modified.
Based on the foregoing, I am of the opinion that the Deferred
Compensation Obligations, when issued by the Company in the manner provided
pursuant to the Plan, will be valid and binding obligations of the Company,
enforceable against the Company in accordance with the terms of the Plan,
subject, as to enforcement, (x) to bankruptcy, insolvency, reorganization,
readjustment of debt, arrangement, moratorium, fraudulent conveyance and other
laws of general applicability relating to or affecting creditor's rights
generally, and (y) to general principles of equity, whether such enforcement is
considered in a proceeding at equity or at law.
I consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Melanie S. Cibik
Melanie S. Cibik
Counsel - Corporate and Securities
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-8 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
July 14, 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 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
July 14, 1998
EXHIBIT 24
POWER OF ATTORNEY
REGISTRATION STATEMENT
ALLEGHENY TELEDYNE INCORPORATED
EXECUTIVE DEFERRED COMPENSATION PLAN
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and/or officers of Allegheny Teledyne Incorporated constitutes and appoints each
of James L. Murdy and Jon D. Walton, severally, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution
in each, for him or her and in his or her name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-8, and any amendment or
amendments thereto, relating to the registration of deferred compensation
obligations under the Allegheny Teledyne Incorporated Executive Deferred
Compensation Plan, and to file the same with all exhibits thereto, and other
documentation in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done with respect to such registration, as fully to all intent and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, and each of his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
WITNESS the due execution hereof as this July 9, 1998.
Signature Capacity
/s/ Richard P. Simmons
___________________________ Chairman, President and Chief Executive
Richard P. Simmons Officer and a Director
/s/ James L. Murdy
___________________________ Executive Vice President, Finance and
James L. Murdy Administration and Chief Financial Officer
/s/ Dale G. Reid
___________________________ Vice President - Controller and Chief
Dale G. Reid Accounting Officer
/s/ Robert P. Bozzone
___________________________ Director
Robert P. Bozzone
/s/ Arthur H. Aronson
___________________________ Director
Arthur H. Aronson
<PAGE>
/s/ Paul S. Brentlinger
___________________________ Director
Paul S. Brentlinger
/s/ Frank V. Cahouet
___________________________ Director
Frank V. Cahouet
/s/ Diane C. Creel
___________________________ Director
Diane C. Creel
/s/ C. Fred Fetterolf
___________________________ Director
C. Fred Fetterolf
/s/ Ray J. Groves
___________________________ Director
Ray J. Groves
/s/ W. Craig McClelland
___________________________ Director
W. Craig McClelland
/s/ Robert Mehrabian
___________________________ Director
Robert Mehrabian
/s/ William G. Ouchi
___________________________ Director
William G. Ouchi
/s/ Charles J. Queenan, Jr.
___________________________ Director
Charles J. Queenan, Jr.
/s/ George A. Roberts
___________________________ Director
George A. Roberts
/s/ James E. Rohr
___________________________ Director
James E. Rohr
2
