<PAGE>
Page 1 of 7 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
ALLEGHENY LUDLUM CORPORATION
-----------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.10 per share
-----------------------------------------------------------------
(Title of Class of Securities)
016900 10 2
-----------------------------------
(CUSIP Number)
Charles M. Grimstad, Esq., Kirkpatrick & Lockhart,
1500 Oliver Building, Pittsburgh, PA 15222 (412) 355-6412
-----------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 29, 1994
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act.
<PAGE>
<PAGE>
Schedule 13D
(Amendment No. 6)
CUSIP No. 016900 10 2 Page 2 of 7 pages
----------------------------------------------------------------
1. NAME OF REPORTING PERSON Richard P. Simmons
------------------------------------
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS N/A
---
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
------
NUMBER OF 7. SOLE VOTING POWER 16,360,292
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 41,792
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 16,318,250
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,360,292
----------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.1
----
14. TYPE OF REPORTING PERSON IN
--
<PAGE>
<PAGE>
Schedule 13D
(Amendment No. 6)
CUSIP No. 016900 10 2 Page 3 of 7 pages
-----------------------------------------------------------------
1. NAME OF REPORTING PERSON Dorothy P. Simmons
------------------
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS N/A
---
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
------
NUMBER OF 7. SOLE VOTING POWER 15,000
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 15,000
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 16,318,250
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,333,250
----------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.1
----
14. TYPE OF REPORTING PERSON IN
--
<PAGE>
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP No. 016900 10 2 Page 4 of 7 pages
-----------------------------------------------------------------
Items 3, 4 and 5 of Schedule 13D of the undersigned (the
"Reporting Persons"), dated July 14, 1988, as amended, are
amended to read in their entirety as follows. (Except as
otherwise indicated, share information herein reflects the 3-for-
2 stock split effected July 2, 1990 and the 2-for-1 stock split
effected July 1, 1993.)
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The securities reported in Items 5(a) and 5(e)
were acquired in the manner set forth in Item 4(a). No funds or
other consideration were used in such transactions.
(b) The securities reported in Item 5(b) and (c) were
acquired by Richard P. Simmons pursuant to the provisions of the
Allegheny Ludlum Retirement Savings Plan. Mr. Simmons
contributed $3,000 to the Plan in fiscal year 1994 through June
30, 1994.
Item 4. PURPOSE OF TRANSACTION.
(a) On July 8, 1988 (i) Richard P. Simmons transferred
by gift 6,113,750 shares of Common Stock to the Reporting Persons
as tenants by the entireties, (ii) Dorothy P. Simmons transferred
by gift 500,000 shares of Common Stock to the Reporting Persons
as tenants by the entireties, and (iii) the Reporting Persons
entered into an Irrevocable Proxy and Voting Agreement of Joint
Holders (the "Agreement") whereby Richard P. Simmons acquired the
sole power to vote all of said shares. A copy of the Agreement
has been filed as Exhibit A hereto. Certain of said shares have
subsequently been disposed of by the Reporting Persons by gift
from time to time, including but not limited to the transfer of
certain shares into their separate individual names. (The share
information in this paragraph does not reflect the 1990 and 1993
stock splits.)
The Reporting Persons acquired joint ownership of the
securities reported in Item 5(a) for personal estate planning
purposes. The Reporting Persons, as shareholders, periodically
review and evaluate the market for the Common Stock, the
Company's business, prospects and financial condition, general
economic conditions, other opportunities available to the
Reporting Persons, and the Reporting Persons' personal financial
and estate planning requirements. On the basis of such periodic
reviews and evaluations, the Reporting Persons may determine to
increase or decrease their investment in the Common Stock through
purchases, sales, gifts, or other means of acquisition or
disposition. Among other things, the Reporting Persons are
considering whether to diversify their investments and
<PAGE>
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP No. 016900 10 2 Page 5 of 7 pages
-----------------------------------------------------------------
provide funding for anticipated estate tax obligations by selling
some of their shares of the Common Stock. Whether such sales
will be made, and the method, terms, amount and timing of any
such sales, if made, will depend on the Reporting Persons'
continuing assessment of pertinent factors, including but not
limited to those mentioned above. The Reporting Persons do not
currently anticipate that any sales, if made, would reduce their
beneficial ownership to less than 20 percent of the outstanding
Common Stock.
(b) Richard P. Simmons acquired the securities
reported in Item 5(b) and (c) for personal investment purposes in
accordance with the provisions of the Allegheny Ludlum Retirement
Savings Plan.
(c) In the performance of his duties as Chairman of the
Board of Directors of the Company and Chairman of the Executive
Committee of the Board of Directors, Richard P. Simmons expects
to have continually under consideration various plans or
proposals which may relate to or might result in one or more of
the matters described in paragraphs (a) through (j), inclusive,
of Item 4 of Schedule 13D. Any such plans or proposals would,
however, be subject to consideration and approval by the Board of
Directors of the Company.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) At the date of this Statement, the Reporting Persons
are the joint owners of an aggregate of 16,318,250 shares of the
Common Stock, representing approximately 23.1 percent of the
total number of outstanding shares of the Common Stock as of June
30, 1994. Richard P. Simmons possesses the sole power to vote
said shares, and the Reporting Persons share the power to dispose
or direct the disposition of said shares.
(b) In addition to the shares described in the foregoing
paragraph, a total of 27,791.7141 shares of the Common Stock (the
"RSP Shares") have been credited to the account of Richard P.
Simmons in the Allegheny Ludlum Retirement Savings Plan as of
June 30, 1994, and additional shares have accrued to his account
since that date. Richard P. Simmons has the sole voting power
and sole investment power with respect to the RSP shares, subject
to certain limitations on his investment power under the terms of
the Plan.
(c) Of the total RSP shares, 251 shares have accrued to the
account of Richard P. Simmons in fiscal year 1994 through June
30, 1994 and have been credited to the account of Richard P.
Simmons as of June 30, 1994.
<PAGE>
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP No. 016900 10 2 Page 6 of 7 pages
-----------------------------------------------------------------
(d) Not included in Items 5(a), (b) and (c) are 245,000
shares of the Common Stock owned by the R. P. Simmons Family
Foundation (the "Foundation") as of June 30, 1994, representing
approximately 0.35% of the outstanding shares of the Common Stock
as of that date. The Trust Agreement by which the Foundation was
created is irrevocable, and provides in relevant part that the
entire principal of and income from the assets of the Foundation
may be expended only for the use of such charitable organizations
as are described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended (the "Code"), and which are entitled to
exemption from Federal income tax under Section 501(a) of the
Code, and no part thereof may be paid to or inure to the benefit
of Mr. Simmons, any member of his family or any other private
shareholder or individual. Although Mr. Simmons, as trustee of
the Foundation, has the sole power to vote and the sole power to
direct the disposition of said shares, Mr. Simmons disclaims any
beneficial ownership of said shares; and the filing of this
Statement shall not be construed as an admission that Mr. Simmons
is the beneficial owner of any of said shares for the purposes of
Section 13(d), 13(g) or 16 of the Securities Exchange Act of
1934, as amended, or for any other purpose whatsoever. The
Foundation may make sales of certain of the shares reported in
this paragraph (d) from time to time to provide funds for the
Foundation's charitable purposes and for the purpose of
diversifying the Foundation's assets.
(e) At the date of this Statement, Richard P. Simmons is
the sole beneficial owner of 14,000 shares of the Common Stock,
and Dorothy P. Simmons is the sole beneficial owner of 15,000
shares of the Common Stock, in addition to the shares reported in
Items 5(a)-(d), inclusive.
(f) On July 29, 1994, the Reporting Persons sold 784,100
shares and 2,500 shares of the Common Stock in ordinary brokerage
transactions on the New York Stock Exchange at prices of $20.75
per share and $21.00 per share, respectively.
<PAGE>
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP No. 016900 10 2 Page 7 of 7 pages
-----------------------------------------------------------------
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this Statement is true, complete and correct.
RICHARD P. SIMMONS
Date: August 2, 1994 -----------------------------
Richard P. Simmons
DOROTHY P. SIMMONS
Date: August 2, 1994 -----------------------------
Dorothy P. Simmons
<PAGE>
