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Page 1 of 6 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
ALLEGHENY LUDLUM CORPORATION
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
016900 10 2
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(CUSIP Number)
Charles M. Grimstad, Esq., Kirkpatrick & Lockhart,
1500 Oliver Building, Pittsburgh, PA 15222 (412) 355-6412
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 7, 1994
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(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.
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Schedule 13D
(Amendment No. 8)
CUSIP No. 016900 10 2 Page 2 of 6 pages
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1. NAME OF REPORTING PERSON Richard P. Simmons
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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
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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.
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NUMBER OF 7. SOLE VOTING POWER 16,335,428
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 42,178
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 16,293,250
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,335,428
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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
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14. TYPE OF REPORTING PERSON IN
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Schedule 13D
(Amendment No. 8)
CUSIP No. 016900 10 2 Page 3 of 6 pages
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1. NAME OF REPORTING PERSON Dorothy P. Simmons
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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
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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.
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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 16,293,250
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,308,250
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.0
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14. TYPE OF REPORTING PERSON IN
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SCHEDULE 13D, Amendment No. 8
CUSIP No. 016900 10 2 Page 4 of 6 pages
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Item 4 of Schedule 13D of the undersigned (the "Reporting
Persons"), dated July 14, 1988, as amended, is amended to read in
its 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 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 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 have recently filed
a Form 144, "Notice of Proposed Sale of Securities pursuant to
Rule 144 under the Securities Act of 1933", with respect to a
possible sale or sales of up to 700,000 shares of Common Stock in
the aggregate. 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.
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SCHEDULE 13D, Amendment No. 8
CUSIP No. 016900 10 2 Page 5 of 6 pages
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(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.
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SCHEDULE 13D, Amendment No. 8
CUSIP No. 016900 10 2 Page 6 of 6 pages
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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: November 8, 1994 -----------------------------
Richard P. Simmons
DOROTHY P. SIMMONS
Date: November 8, 1994 -----------------------------
Dorothy P. Simmons
