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
(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)
CALCULATION OF REGISTRATION FEE
================================================================================
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE
================================================================================
Common Stock,
Par Value $.10
$5,724.18
Savings Plan 500,000(1) $27.72(2) $13,860,000
Stock Compen-
sation Plan 200,000 $27.72(2) $ 5,544,000
================================================================================
(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 Oregon Metallurgical Corporation
Savings 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 March 19, 1998.
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference into this
Registration Statement: (i) the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997, (ii) the Registrant's Current Reports on Form 8-K
dated January 28, 1998, March 12, 1998 and March 13, 1998, and (iii) the
description of the Registrant's Common Stock contained in the Registrant's
Registration Statement on Form 8-A filed on July 30, 1996.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of this
Registration Statement from the date of filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement or by any document which constitutes part of the
prospectus relating to the Plans meeting the requirements of Section 10(a) of
the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
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 his being
II-1
<PAGE>
a director or officer of the corporation if it is determined that he 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 the Registrant will indemnify 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 he or she 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
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 Kirkpatrick & Lockhart LLP as to the legality of
the shares being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Kirkpatrick & Lockhart LLP (included in the
Opinion filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
II-2
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereto.
* * *
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The Registrant will submit or has submitted the Oregon Metallurgical
Corporation Savings Plan and any amendment thereto to the Internal Revenue
Service ("IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify such plan.
II-3
<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 Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Pittsburgh, Commonwealth of Pennsylvania, on this 18 day of March,
1998.
ALLEGHENY TELEDYNE INCORPORATED
By: /S/ RICHARD P. SIMMONS
------------------------------
Richard P. Simmons
Chairman, President, and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints 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, this Registration
Statement and the foregoing Power of Attorney have been signed by the following
persons in the capacities and on the date(s) indicated:
SIGNATURE CAPACITY DATE
/S/ RICHARD P. SIMMONS Chairman, President and March 18, 1998
- --------------------------- Chief Executive Officer
Richard P. Simmons and a Director
/S/ ROBERT P. BOZZONE Vice Chairman and a March 25, 1998
- --------------------------- Director
Robert P. Bozzone
/S/ ARTHUR H. ARONSON Executive Vice President March 25, 1998
- --------------------------- and a Director
Arthur H. Aronson
/S/ JAMES L. MURDY Executive Vice President, March 25, 1998
- --------------------------- Finance and Administration
James L. Murdy and Chief Financial Officer
/S/ DALE G. REID Vice President - Controller March 25, 1998
- ---------------------------- (Principal Accounting Officer)
Dale G. Reid
II-4
<PAGE>
SIGNATURE CAPACITY DATE
/S/ PAUL S. BRENTLINGER Director March 25, 1998
- ----------------------------
Paul S. Brentlinger
/S/ FRANK V. CAHOUET Director March 25, 1998
- ----------------------------
Frank V. Cahouet
/S/ DIANE C. CREEL Director March 25, 1998
- ----------------------------
Diane C. Creel
/S/ C. FRED FETTEROLF Director March 25, 1998
- ----------------------------
C. Fred Fetterolf
/S/ W. CRAIG MCCLELLAND Director March 23, 1998
- ----------------------------
W. Craig McClelland
/S/ ROBERT MEHRABIAN Director March 19, 1998
- ----------------------------
Robert Mehrabian
/S/ WILLIAM G. OUCHI Director March 19, 1998
- ----------------------------
William G. Ouchi
/S/ CHARLES J. QUEENAN, JR. Director March 19, 1998
- ----------------------------
Charles J. Queenan, Jr.
/S/ GEORGE A. ROBERTS Director March 25, 1998
- ----------------------------
George A. Roberts
/S/ JAMES E. ROHR Director March 25, 1998
- ----------------------------
James E. Rohr
/S/ FAYEZ SAROFIM Director March 25, 1998
- ----------------------------
Fayez Sarofim
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION SEQUENTIAL
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 Kirkpatrick & Lockhart LLP 8
as to the legality of the shares
being registered.
23.1 Consent of Ernst & Young LLP. 9
23.2 Consent of Arthur Andersen LLP 10
23.3 Consent of Kirkpatrick & Lockhart LLP --
(included in the Opinion filed as
Exhibit 5.1).
24.1 Power of Attorney (set forth on the --
signature page of this Registration
Statement).
II-6
Exhibit 5.1
March 25, 1998
Allegheny Teledyne Incorporated
1000 Six PPG Place
Pittsburgh, PA 15222-5479
Ladies and Gentlemen:
We are counsel to Allegheny Teledyne Incorporated, a Delaware corporation
(the "Registrant") and we have acted as counsel to the Registrant in connection
with the Registrant's Registration Statement on Form S-8 (the "Registration
Statement"). The Registration Statement is to be filed with the Securities and
Exchange Commission and relates to the registration under the Securities Act of
1933, as amended, of an aggregate of 700,000 shares (the "Shares") of the
Registrant's Common Stock, par value $.10 per share, in connection with the
Oregon Metallurgical Corporation Savings Plan and the Oregon Metallurgical
Corporation Stock Compensation Plan - Union Employees (collectively, the
"Plans").
We are familiar with the Registration Statement and the Plans, and we have
examined the Registrant's Restated Certificate of Incorporation and the
Registrant's Amended and Restated By-Laws. We have also examined such other
public and corporate documents, certificates, instruments and corporate records,
and such questions of law, as we have deemed necessary or appropriate for the
purpose of this opinion.
Based on the foregoing, we are of the opinion that the Shares, when issued
in accordance with the Plans, will be duly authorized, validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Yours truly,
/s/ Kirkpatrick & Lockhart LLP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Post-Effective Amendment No. 1 on Form S-8 to the Form S-4 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
March 25, 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
March 25, 1998
