Registration No. 333-48649
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
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 SAVINGS PLAN
OREGON METALLURGICAL CORPORATION STOCK COMPENSATION PLAN - UNION EMPLOYEES
(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) 394-2936
(Telephone number, including area code, of agent for service)
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-8 of Allegheny Teledyne Incorporated (the "Registrant") is being filed for the
sole purpose of revising and filing the exhibits listed on the Exhibit Index
attached hereto.
<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 Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Pittsburgh,
Commonwealth of Pennsylvania, on this 7th day of May, 1998.
ALLEGHENY TELEDYNE INCORPORATED
By: /s/ Jon D. Walton
--------------------------------
Jon D. Walton
Senior Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to Form S-8 Registration Statement has been signed by the
following persons in the capacities and on the date(s) indicated:
SIGNATURE CAPACITY DATE
--------- -------- ----
*
----------------------
Richard P. Simmons Chairman, President and Chief May 7, 1998
Executive Officer and a
Director
*
----------------------
Robert P. Bozzone Vice Chairman and a Director May 7, 1998
*
----------------------
Arthur H. Aronson Executive Vice President and May 7, 1998
a Director
*
----------------------
James L. Murdy Executive Vice President, May 7, 1998
Finance and Administration
and Chief Financial Officer
*
----------------------
Dale G. Reid Vice President - Controller May 7, 1998
(Principal Accounting Officer)
<PAGE>
SIGNATURE CAPACITY DATE
--------- -------- ----
*
----------------------
Paul S. Brentlinger Director May 7, 1998
*
----------------------
Frank V. Cahouet Director May 7, 1998
*
----------------------
Diane C. Creel Director May 7, 1998
*
----------------------
C. Fred Fetterolf Director May 7, 1998
*
----------------------
W. Craig McClelland Director May 7, 1998
*
----------------------
Robert Mehrabian Director May 7, 1998
*
----------------------
William G. Ouchi Director May 7, 1998
*
----------------------
Charles J. Queenan, Jr. Director May 7, 1998
*
----------------------
George A. Roberts Director May 7, 1998
*
----------------------
James E. Rohr Director May 7, 1998
*
----------------------
Fayez Sarofim Director May 7, 1998
* /s/ Jon D. Walton
--------------------- Director May 7, 1998
Jon D. Walton, Attorney in
Fact, pursuant to Power of
Attorney previously filed as
part of the Registration
Statement on Form S-8
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION SEQUENTIAL PAGE NUMBER
23.1 Consent of Ernst & Young LLP. 6
23.2 Consent of Arthur Andersen LLP. 7
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 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, filed with the Securities Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Pittsburgh, Pennsylvania
March 24, 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.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Los Angeles, California
March 24, 1998