As filed with the Securities and Exchange Commission on June 10, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ALLEGHENY LUDLUM CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1364894
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1000 SIX PPG PLACE, PITTSBURGH, PENNSYLVANIA 15222-5479
(Address of principal executive offices) (Zip code)
ALLEGHENY LUDLUM CORPORATION
STOCK ACQUISITION AND RETENTION PLAN
(Full title of the plan)
Copies to:
Jon D. Walton, Esquire Charles M. Grimstad, Esquire
Vice President - General Counsel Kirkpatrick & Lockhart
and Secretary 1500 Oliver Building
Allegheny Ludlum Corporation Pittsburgh, Pennsylvania 15222
1000 Six PPG Place
Pittsburgh, Pennsylvania 15222
(Name and address of agent for service)
(412) 394-2800
(Telephone number, including area code,
of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount
Title of Amount Offering Aggregate of
Securities to be Price Offering Registration
to be Registered Registered per Share(1) Price(1) Fee
Common Stock
par value $0.10 1,000,000
per share shares $19.125 $19,125,000 $6,594.83
(1) Estimated pursuant to Securities and Exchange Commission
Rule 457(c) only for the purpose of calculating the registration fee;
based on the average of the high and low price per share of Common
Stock of Allegheny Ludlum Corporation on June 3, 1994, as published in
the NYSE-Composite Transactions quotations.
EXHIBIT INDEX APPEARS ON PAGE II-10
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by Allegheny Ludlum Corporation
(the "Company") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference in this
Registration Statement:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended January 2, 1994.
2. The Company's Current Report on Form 8-K dated April 1,
1994.
3. The Company's Current Report on Form 8-K dated April 8,
1994, as amended by Current Report on Form 8-K/A-1
dated April 8, 1994.
4. The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended April 3, 1994.
5. The description of the Company's Common Stock, par
value $0.10 per share (the "Common Stock"), contained
in the Company's Registration Statement filed under
Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including all amendments
and reports updating such description.
The consolidated financial statements incorporated in this
Registration Statement by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended January 2, 1994, have been so
incorporated in reliance on the report of Ernst & Young, independent
auditors, given on the authority of said firm as experts in auditing
and accounting.
All documents subsequently filed by the Company 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
the 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 Allegheny Ludlum Corporation Stock Acquisition and
Retention Plan (the "Plan") meeting the requirements of Section 10(a)
of the Securities Act of 1933, as amended.
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<PAGE>
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.
--------------------------------------
The legality of the Common Stock to which this Registration
Statement relates has been passed upon for the Company by Jon D.
Walton, Vice President-General Counsel and Secretary. Mr. Walton is
paid a salary by the Company, participates in benefit plans of the
Company, holds a position within the Company which permits the
Personnel and Compensation Committee to determine that he is eligible
to participate in the Plan, and beneficially owns 56,977 shares of
Common Stock, including presently exercisable options to purchase
40,459 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Sections 1741 and 1742 of the Pennsylvania Business Corporation
Law (the "BCL") provide that a business corporation shall have the
power to indemnify any person who was or is a party, or is threatened
to be made a party, to any proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such
person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation or other
enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such proceeding, if such person
acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the corporation, and, with
respect to any criminal proceeding, had no reasonable cause to believe
his conduct was unlawful. In the case of an action by or in the right
of the corporation, such indemnification is limited to expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action,
except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person has been adjudged to be liable
to the corporation unless, and only to the extent that, a court
determines upon application that, despite the adjudication of
liability but in view of all the circumstances, such person is fairly
and reasonably entitled to indemnity for the expenses that the court
deems proper.
BCL Section 1744 provides that, unless ordered by a court, any
indemnification referred to above shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification is proper in the circumstances because the indemnitee
has met the applicable standard of conduct. Such determination shall
be made:
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<PAGE>
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding;
or
(2) if such a quorum is not obtainable, or if obtainable and
a majority vote of a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion; or
(3) by the shareholders.
Notwithstanding the above, BCL Section 1743 provides that to the
extent a director, officer, employee or agent of a business
corporation is successful on the merits or otherwise in defense of any
proceeding referred to above, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
BCL Section 1745 provides that expenses (including attorneys'
fees) incurred by a director, officer, employee or agent of a business
corporation in defending any such proceeding may be paid by the
corporation in advance of the final disposition of the proceeding upon
receipt of an undertaking to repay the amount advanced if it is
ultimately determined that the indemnitee is not entitled to be
indemnified by the corporation.
BCL Section 1746 provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, the
foregoing provisions is not exclusive of any other rights to which a
person seeking indemnification may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or
otherwise, and that indemnification may be granted under any law,
agreement, vote of shareholders or directors or otherwise for any
action taken or any failure to take any action whether or not the
corporation would have the power to indemnify the person under any
other provision of law and whether or not the indemnified liability
arises or arose from any action by or in the right of the corporation,
provided, however, that no indemnification may be made in any case
where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful
misconduct or recklessness.
Section 1 of Article VIA of the Registrant's By-Laws, as amended,
provides that the Registrant shall indemnify, to the fullest extent
permitted by law, each director or officer (including each former
director or officer) of the Registrant who was or is made a party to
or a witness in or is threatened to be made a party to or a witness in
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of
the fact that he is or was an authorized representative of the
Registrant, against all expenses (including attorneys' fees and
disbursements), judgments, fines (including excise taxes and
penalties) and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding.
Section 2 of Article VIA of the Registrant's By-Laws, as amended,
further provides that the Registrant shall pay expenses (including
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<PAGE>
attorneys' fees and disbursements) incurred by a director or officer
of the Registrant referred to in Section 1 of such Article in
defending or appearing as a witness in any civil or criminal action,
suit or proceeding described in Section 1 of such Article in advance
of the final disposition of such action, suit or proceeding. The
expenses incurred by such director or officer shall be paid by the
Registrant in advance of the final disposition of such action, suit or
proceeding only upon receipt of an undertaking by or on behalf of such
director or officer to repay all amounts advanced if it shall
ultimately be determined that he is not entitled to be indemnified by
the Registrant.
The Registrant's By-Laws provide that the rights of
indemnification and advancement of expenses provided for therein shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may otherwise be entitled.
The Registrant has entered into indemnification agreements with
each of its directors in which the Registrant agrees to indemnify each
of its directors to the fullest extent permitted by law both as to
action in his official capacity and as to action in another capacity
and agrees to purchase and maintain insurance on the terms and
conditions described therein.
BCL Section 1747 permits a Pennsylvania business corporation to
purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise, against
any liability asserted against such person and incurred by him in any
such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify the person against
such liability under the provisions described above.
Section 5 of Article IVA of the Registrant's By-Laws, as amended,
provides that, except in the circumstances set forth in Section 5, the
Registrant shall purchase and maintain insurance on behalf of each
director and officer against any liability asserted against or
incurred by such officer or director in any capacity, or arising out
of such director's or officer's status as such, whether or not the
Registrant would have the power to indemnify such person against such
liability under the provisions of Article IVA.
The Registrant maintains directors' and officers' liability
insurance covering its directors and officers with respect to
liabilities, including liabilities under the Securities Act of 1933,
as amended, which they may incur in connection with their serving as
such. Such insurance provides coverage for the directors and officers
against certain liabilities even though such liabilities may not be
covered by the foregoing By-Law indemnification provision.
As permitted by BCL Section 1713, the By-Laws of the Registrant
provide that no director shall be personally liable for monetary
damages for any action taken, or failure to take any action, except
to the extent that such elimination or limitation of liability is
expressly prohibited by the act of November 28, 1986 (P. L.
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<PAGE>
No. 145) as in effect at the time of the alleged action or failure to
take action by the director. The BCL states that this exculpation
from liability does not apply where the director has breached or
failed to perform the duties of his office and the breach or failure
to perform constitutes self-dealing, willful misconduct or
recklessness, and does not apply to the responsibility or liability of
a director pursuant to any criminal statute or the liability of a
director for payment of taxes pursuant to Federal, state or local law.
It may also not apply to liabilities imposed upon directors by the
Federal securities laws.
Item 7. Exemption for Registration Claimed.
----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Exhibit
Number Description
- ------- -----------
4(a) Restated and Amended Articles of Incorporation, incorporated
by reference to Exhibit 3(a) to the Company's Registration
Statement on Form S-1 (No. 33-12940) filed with the
Commission on March 27, 1987.
4(b) By-Laws, as amended, incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 4, 1993.
4(c) Allegheny Ludlum Corporation Stock Acquisition and Retention
Plan
5 Opinion of Jon D. Walton, Vice President - General Counsel
and Secretary of the Company relating to the legality of the
shares registered under the Plan
23(a) Consent of Jon D. Walton is contained in the Opinion of
Counsel filed as Exhibit 5
23(b) Consent of Ernst & Young
24 Power of Attorney (included on page II-8)
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:
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<PAGE>
(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;
(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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(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 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 the
purposes of determining any 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 the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
* * *
(h) 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
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<PAGE>
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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<PAGE>
SIGNATURES
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 the 10th day of June, 1994.
ALLEGHENY LUDLUM CORPORATION
(Registrant)
By: /s/ James L. Murdy
--------------------------
James L. Murdy
Senior Vice President-Finance
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. L. Murdy, J. D. Walton, and
M. W. Snyder and each of them, his or her true and lawful attorneys-
in-fact and agents, with full power of substitution and revocation,
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
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, 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 any of them, or their or his substitute, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 10th day of June, 1994.
Signature Title
--------- -----
/s/ Richard P. Simmons
- ------------------------- Chairman of the Board and Director
Richard P. Simmons
/s/ Robert P. Bozzone
- ------------------------- President and Chief Executive
Robert P. Bozzone Officer and Director
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/s/ Arthur H. Aronson
- ------------------------- Executive Vice President and Chief
Arthur H. Aronson Operating Officer and Director
/s/ James L. Murdy
- ------------------------- Senior Vice President-Finance and
James L. Murdy Chief Financial Officer and
Director
/s/ Richard R. Roeser Vice President-
- ------------------------- Controller and Chief Accounting
Richard R. Roeser Officer
/s/ Paul S. Brentlinger
- ------------------------- Director
Paul S. Brentlinger
/s/ C. Fred Fetterolf
- ------------------------- Director
C. Fred Fetterolf
/s/ Thomas Marshall
- ------------------------- Director
Thomas Marshall
/s/ W. Craig McClelland
- ------------------------- Director
W. Craig McClelland
/s/ Richard K. Pitler
- ------------------------- Director
Richard K. Pitler
/s/ Charles J. Queenan, Jr.
- ------------------------- Director
Charles J. Queenan, Jr.
/s/ James E. Rohr
- ------------------------- Director
James E. Rohr
/s/ George W. Tippins
- ------------------------- Director
George W. Tippins
/s/ Steven C. Wheelwright
- ------------------------- Director
Steven C. Wheelwright
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Item
- ------- ----
4(c) Allegheny Ludlum Corporation Stock Acquisition and Retention
Plan
5 Opinion of Jon D. Walton, Vice President - General Counsel
and Secretary of the Company relating to the legality of the
shares registered under the Plan
23(a) Consent of Jon D. Walton is contained in the Opinion of
Counsel filed as Exhibit 5
23(b) Consent of Ernst & Young
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<PAGE>
Exhibit 4(c)
ALLEGHENY LUDLUM CORPORATION
STOCK ACQUISITION AND RETENTION PLAN
ARTICLE I. PURPOSE AND ADOPTION OF THE PLAN
1.01 PURPOSE. The purpose of the Allegheny Ludlum
Corporation Stock Acquisition and Retention Plan is to
assist the Corporation (as hereinafter defined) in retaining and
motivating selected key management employees who will contribute
to the Corporation's success. The Plan encourages eligible
employees to hold a proprietary interest in the Corporation by
offering them an opportunity to receive grants of restricted
shares of Stock (as hereinafter defined) which, in accordance
with the terms and conditions set forth below, will vest only if
the employees retain, for a specified period of time, ownership
of (i) shares of Stock purchased pursuant to this Plan or (ii)
already-owned shares of Stock which such employees identify as
being subject to this Plan. Awards under the Plan will act as an
incentive to participating employees to achieve long-term
objectives which will inure to the benefit of all shareholders of
the Corporation.
1.02 ADOPTION AND EFFECTIVE DATE. The Plan has been approved
by the Board subject to the approval of the Corporation's
shareholders at the 1994 annual meeting of shareholders. The Plan
will become effective as of January 1, 1994 if at such meeting a
quorum is present and the votes of the holders of a majority of
the securities of the Corporation present or represented at such
meeting and entitled to vote with respect to the Plan shall be
cast in favor of its approval.
ARTICLE II. DEFINITIONS
For purposes of this Plan, the capitalized terms set forth below
shall have the following meanings:
2.01 AWARD AGREEMENT means a written agreement between the
Corporation and a Participant or a written acknowledgment from
the Corporation specifically setting forth the terms and
conditions of an award of Restricted Stock granted to a
Participant pursuant to Article VII of the Plan.
2.02 BOARD means the Board of Directors of the Corporation.
2.03 BUSINESS DAY means any day on which the New York Stock
Exchange shall be open for trading.
2.04 CAUSE means a determination by the Committee that a
Participant has engaged in conduct that is dishonest or illegal,
involves moral turpitude or jeopardizes the Corporation's right
<PAGE>
to operate its business in the manner in which it is now
operated.
2.05 CHANGE IN CONTROL means any of the events set forth
below:
(a) The acquisition in one or more transactions, other
than from the Corporation, by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of
a number of Corporation Voting Securities in excess of 30%
of the Corporation Voting Securities unless such acquisition
has been approved by the Board; or
(b) Any election has occurred of persons to the Board
that causes two-thirds of the Board to consist of persons
other than (i) persons who were members of the Board on
August 1, 1993 and (ii) persons who were nominated for
election as members of the Board at a time when two-thirds
of the Board consisted of persons who were members of the
Board on August 1, 1993; provided, however, that any person
nominated for election by the Board at a time when at least
two-thirds of the members of the Board were persons
described in clauses (i) and/or (ii) or by persons who were
themselves nominated by such Board shall, for this purpose,
be deemed to have been nominated by a Board composed of
persons described in clause (i); or
(c) Approval by the shareholders of the Corporation of
a reorganization, merger or consolidation, unless, following
such reorganization, merger or consolidation, all or
substantially all of the individuals and entities who were
the respective beneficial owners of the Outstanding Stock
and Corporation Voting Securities immediately prior to such
reorganization, merger or consolidation, following such
reorganization, merger or consolidation beneficially own,
directly or indirectly, more than 60% of, respectively, the
then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities
entitled to vote generally in the election of directors or
trustees, as the case may be, of the entity resulting from
such reorganization, merger or consolidation in
substantially the same proportion as their ownership of the
Outstanding Stock and Corporation Voting Securities
immediately prior to such reorganization, merger of
consolidation, as the case may be; or
(d) Approval by the shareholders of the Corporation of
(i) a complete liquidation or dissolution of the Corporation
or (ii) a sale or other disposition of all or substantially
all the assets of the Corporation.
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<PAGE>
2.06 COMMITTEE means the Personnel and Compensation
Committee of the Board.
2.07 CORPORATION means Allegheny Ludlum Corporation, a
Pennsylvania corporation, and its successors.
2.08 CORPORATION VOTING SECURITIES means the combined voting
power of all outstanding voting securities of the Corporation
entitled to vote generally in the election of the Board.
2.09 DATE OF GRANT means the date as of which an award
of Restricted Stock is granted in accordance with Article VII.
2.10 DESIGNATED STOCK means shares of Stock already owned by
a Participant that the Participant identifies as being subject to
the Plan, thereby triggering the grant of Restricted Stock to
such Participant pursuant to Article VII.
2.11 DESIGNATION NOTICE means a written notice, in a form
acceptable to the Committee, by which a Participant designates
previously-acquired shares of Stock as Designated Stock.
2.12 DISABILITY means any physical or mental injury or
disease of a permanent nature which renders a Participant
incapable of meeting the requirements of the employment performed
by such Participant immediately prior to the commencement of such
disability. The determination of whether a Participant is
disabled shall be made by the Committee in its sole and absolute
discretion. Notwithstanding the foregoing, if a Participant's
employment by the Corporation terminates by reason of a
disability, as defined in an Employment Agreement between such
Participant and the Corporation, such Participant shall be deemed
to be disabled for purposes of the Plan.
2.13 EFFECTIVE DATE means the date as of which the Plan
shall become effective, as determined in accordance with Section
1.02.
2.14 EXCHANGE ACT means the Securities Exchange Act of 1934,
as amended.
2.15 FAIR MARKET VALUE means, as of any given date, the
average of the high and low trading prices of the Stock on such
date as reported on the New York Stock Exchange or, if the Stock
is not then traded on the New York Stock Exchange, on such other
national securities exchange on which the Stock is admitted to
trade, or, if none, on the National Association of Securities
Dealers Automated Quotation System if the Stock is admitted for
quotation thereon; provided, however, if there were no sales
reported as of such date, Fair Market Value shall be computed as
of the last date preceding such date on which a sale was
reported; provided, further, that if any such exchange or
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<PAGE>
quotation system is closed on any day on which Fair Market Value
is to be determined, Fair Market Value shall be determined as of
the first date immediately preceding such date on which such
exchange or quotation system was open for trading.
2.16 OUTSTANDING STOCK means, at any time, the issued and
outstanding Stock.
2.17 PARTICIPANT means any person selected by the Committee,
pursuant to Section 5.01, as eligible to participate under the
Plan.
2.18 PERMITTED TRANSFEREE means a Participant's spouse, or
(by blood, adoption or marriage) parent, child, stepchild,
descendant or sibling, or the estate, any guardian, custodian,
conservator or committee of, or any trust for the benefit of, the
Participant or any of the foregoing persons.
2.19 PLAN means the Allegheny Ludlum Corporation Stock
Acquisition and Retention Plan, as the same may be amended from
time to time.
2.20 PLAN YEAR means each of the calendar years 1994 through
and including 1998.
2.21 PURCHASE AMOUNT means the dollar amount that a
Participant specifies in a Purchase Notice with respect to a
particular Purchase Date.
2.22 PURCHASE DATE means, with respect to any Window Period,
the Business Day immediately following the last day of the Window
Period.
2.23 PURCHASED STOCK means Stock purchased by a Participant
pursuant to Article VI, which triggers the grant of Restricted
Stock to such Participant pursuant to Article VII.
2.24 PURCHASE LOAN means a loan provided to a Participant by
the Corporation to facilitate the Participant's purchase of Stock
pursuant hereto.
2.25 PURCHASE NOTICE means a written notice, in a form
acceptable to the Committee, by which a Participant may elect to
purchase Stock as of a Purchase Date in accordance with Section
6.01.
2.26 RELATED STOCK means, with respect to any share of
Restricted Stock, the two shares of Purchased Stock or Designated
Stock, as the case may be, which entitle such Participant to
receive such share of Restricted Stock pursuant to Article VII.
- 4 -
<PAGE>
2.27 RESTRICTED STOCK means shares of Stock awarded to a
Participant subject to restrictions as described in Article VII.
2.28 STOCK means the common stock, par value $0.10 per
share, of the Corporation.
2.29 WINDOW PERIOD means each of the four (4) periods in
each year consisting of the ten (10) consecutive Business Days
beginning on the third (3rd) Business Day following the release
by the Corporation of its quarterly or annual summary statements
of sales and earnings and ending on the twelfth (12th) Business
Day following such date. Notwithstanding the foregoing, for Plan
Year 1994, the Plan will apply only with respect to Window
Periods that occur after the date of the 1994 annual meeting of
shareholders.
ARTICLE III. ADMINISTRATION
The Plan shall be administered by the Committee which shall have
exclusive and final authority and discretion in each determination,
interpretation or other action affecting the Plan and its
Participants. The Committee shall have the sole and absolute authority
and discretion to interpret the Plan, to establish and modify
administrative rules for the Plan, to select, in accordance with
Section 5.01, the persons who will be Participants hereunder, to
impose such conditions and restrictions as it determines appropriate
and to take such other actions and makes such other determinations in
connection with the Plan as it may deem necessary or advisable.
ARTICLE IV. STOCK ISSUABLE UNDER THE PLAN
4.01 NUMBER OF SHARES OF STOCK ISSUABLE. Subject to
adjustments as provided in Section 8.03, the maximum number of
shares of Stock available for issuance under the Plan shall be 1
million. The Stock to be offered under the Plan shall be
authorized and unissued Stock, or Stock which shall have been
reacquired by the Corporation and held in its treasury.
4.02 SHARES SUBJECT TO TERMINATED AWARDS. Shares of Stock
forfeited as provided in Section 7.02 may again be issued under
the Plan.
ARTICLE V. PARTICIPATION
5.01 DESIGNATION OF PARTICIPANTS. Participants in the Plan
shall be such officers of the Corporation at the level of Vice
President or higher as the Committee, in its sole discretion, may
designate as eligible to participate in the Plan. Prior to the
commencement of each Plan Year during the term of this Plan, the
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Committee shall designate the Participants who are eligible to
participate in the Plan during such Plan Year; provided, however,
that with respect to the initial Plan Year of the Plan, such
designations shall be made no later than thirty (30) days
following the Effective Date. The Committee's designation of a
Participant with respect to any Plan Year shall not require the
Committee to designate such person as a Participant with respect
to any other Plan Year. The Committee shall consider such factors
as it deems pertinent in selecting Participants. The Committee
shall promptly provide to each person selected as a Participant
written notice of such selection. The designation of a person as
a Participant with respect to a Plan Year shall permit such
person to elect to submit one or more Purchase Notices and/or
Designation Notices during such Plan Year irrespective of
whether, in the case of Purchase Notices, the applicable Purchase
Date(s) fall within such Plan Year.
5.02 PARTICIPANT ELECTIONS. A person who is designated as a
Participant in accordance with Section 5.01 shall be entitled to
purchase Stock by delivering one or more Purchase Notices in
accordance with Article VI, and such Stock purchases shall result
in the award of Restricted Stock to such Participant in
accordance with Article VII. In addition, a Participant shall be
entitled to designate as Designated Stock, in one or more
Designation Notices delivered to the Corporation at any time
during a Plan Year, any even number of shares of Stock then owned
by the Participant, other than shares of Purchased Stock, shares
of Stock credited to the Participant's account under the
Allegheny Ludlum Corporation Retirement Savings Plan (RSP) and
shares of Stock subject to outstanding and as yet unexercised
stock options. Such designation of shares as Designated Stock
shall result in the award of Restricted Stock to the Participant
in accordance with Article VII. The sum of (i) the aggregate
Purchase Amounts elected by a Participant pursuant to one or more
Purchase Notices submitted within any one Plan Year and (ii) the
Fair Market Value of the Designated Stock designated by the
Participant pursuant to one or more Designation Notices submitted
within such Plan Year (such Fair Market Value being determined as
of the date the applicable Designation Notice is delivered),
shall not exceed such Participant's gross annual salary as in
effect on the first day of such Plan Year.
ARTICLE VI. STOCK PURCHASES
6.01 STOCK PURCHASE ELECTIONS. A Participant shall have the
right to purchase Stock in accordance with the terms of this
Article VI. A Participant may elect to purchase Stock under this
Plan by delivering to the Corporation a Purchase Notice and cash
and/or a promissory note executed by the participant in an amount
equal to the purchase price designated in such Participant's
Purchase Notice. Such Purchase Notice shall set forth, among
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other things, the Purchase Amount elected by the Participant.
Such promissory note, which shall evidence such Participant's
Purchase Loan in accordance with Section 6.03, shall be in a
principal amount equal to the Purchase Amount designated in such
Participant's Purchase Notice and shall by its terms become
effective as of the applicable Purchase Date. All elections under
this Section 6.01 shall be irrevocable. If an election is
submitted during a Window Period, such election shall take effect
as of the Purchase Date immediately following the close of such
Window Period. If an election is not submitted during a Window
Period, such election shall take effect as of the first Purchase
Date which occurs at least six (6) months after the date the
election is submitted.
6.02 ISSUANCE OF AND PAYMENT FOR STOCK. As of each Purchase
Date, the Corporation shall credit to each Participant the number
of shares of Purchased Stock purchased pursuant to the Purchase
Notice submitted by such Participant. The number of shares of
Purchased Stock to be so credited shall be determined by dividing
the Purchase Amount designated by such Participant in his or her
Purchase Notice by a purchase price per share equal to the
average Fair Market Value during the Window Period. As of any
Purchase Date, only an even number of shares of Purchased Stock
can be purchased by a Participant and in no event shall the
Corporation be required to issue fractional shares. The Purchase
Amount elected by a Participant, and the principal amount of the
related promissory note, shall be automatically reduced (and if
the entire Purchase Amount is paid in cash, cash shall be
returned to the Participant) to the minimum extent necessary in
order that an even number of whole shares of Purchased Stock is
credited to such Participant as of the Purchase Date. The
purchase price for shares of Purchased Stock credited to a
Participant as of a Purchase Date shall be paid in cash and/or by
means of a Purchase Loan made by the Corporation to the
Participant in accordance with Section 6.03. The Participant
shall have all of the rights of a shareholder with respect to the
shares of Purchased Stock credited to him under this Section 6.02
including, but not limited to, the right to vote such shares and
the right to receive dividends (or dividend equivalents) paid
with respect to such shares.
6.03 TERMS OF PURCHASE LOAN
(a) Purchase Loan. The promissory note delivered to the
Corporation by a Participant in accordance with Section 6.01
shall evidence a Purchase Loan in principal amount equal to
such Participant's Purchase Amount reduced by the amount of
cash paid, if any. Unless the Committee shall otherwise
determine prior to the applicable Purchase Date, each
Purchase Loan shall have a term not to exceed ten years, and
be secured by the shares of Purchased Stock acquired with
such Purchase Loan.
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(b) Interest on Purchase Loan. Until the Participant's
Purchase Loan is paid in full, or otherwise satisfied or
discharged in full, interest on the outstanding balance of
the Purchase Loan shall accrue at a fixed rate per annum
equal to the lesser of the following rates, determined as of
the applicable Purchase Date, as certified by the Treasurer
of the Corporation: (i) the average annual borrowing rate of
the Corporation and (ii) the prime lending rate of PNC Bank,
National Association; provided, however, that in no event
shall such interest rate be less than the minimum rate
required to avoid imputed interest under the applicable
provisions of the Internal Revenue Code of 1986.
(c) Repayment of Purchase Loan. No principal or
interest payments with respect to a Purchase Loan shall be
required prior to the fifth anniversary of the date such
Purchase Loan is made; provided, however, that prior to such
fifth anniversary, cash dividends on shares of Purchased
Stock held as security for such Purchase Loan, and on the
related shares of Restricted Stock, shall be applied to pay
accrued interest on the Purchase Loan (any non-cash
dividends shall remain as part of the collateral securing
such Purchase Loan). After such fifth anniversary, level
monthly payments of principal and accrued interest with
respect to a Purchase Loan shall be required for the
remaining term thereof. Unless otherwise determined by the
Committee, all outstanding principal and interest on a
Participant's Purchase Loan shall be immediately due and
payable in full upon termination of the Participant's
employment with the Corporation and its affiliates. All or
any portion of the principal and/or interest due under a
Purchase Loan may, at the election of the Participant, be
paid by the delivery to the Corporation by the Participant
of whole shares of Stock, other than shares of Designated
Stock and Purchased Stock, shares of Stock credited to the
Participant's account under the Allegheny Ludlum Corporation
Retirement Savings Plan (RSP) and shares of Stock subject to
outstanding and as yet unexercised stock options. For
purposes of the immediately preceding sentence, shares of
Stock shall be valued at the Fair Market Value of such
shares on the Business Day immediately preceding the date
such shares are delivered to the Corporation.
(d) Other Terms. The promissory notes evidencing the
Purchase Loans shall contain such other terms and conditions
as the Committee may determine, including, without
limitation, any special terms relating to the retirement of
a Participant prior to the expiration of the term of one or
more Purchase Loans.
6.04 STOCK CERTIFICATES. As promptly as administratively
feasible after each Purchase Date, the Corporation shall
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deliver to each Participant one or more stock certificates for
the number of shares of Stock purchased by such Participant as of
such Purchase Date in accordance with this Article VI. The
Participant shall then deliver certificates representing a number
of shares with a value equal to the principal amount of the
Purchase Loan to the Corporation in pledge for the related
Purchase Loan along with an executed security agreement in such
form as the Committee shall specify. Upon satisfaction in full of
the Purchase Loan, the certificates shall be delivered to the
Participant free and clear of any restrictions except for any
restrictions that may be imposed by law.
ARTICLE VII. RESTRICTED STOCK
7.01 RESTRICTED STOCK AWARDS. As of each Purchase Date,
there shall automatically be granted to any Participant who
purchases Purchased Stock as of such Purchase Date pursuant to
Article VI an award of one share of Restricted Stock for each two
shares of Purchased Stock. The Purchase Date shall be the Date of
Grant of such Restricted Stock. As of any date that a Participant
delivers a Designation Notice to the Corporation, in accordance
with Section 5.02, designating shares of Stock as Designated
Stock, there shall automatically be granted to such Participant
an award of one share of Restricted Stock for each two shares of
Designated Stock. The date of delivery of such Designation Notice
shall be the Date of Grant of such Restricted Stock. The terms of
all such Restricted Stock awards shall be set forth in an Award
Agreement between the Corporation and the Participant which shall
contain such forfeiture periods and conditions, restrictions and
other provisions, not inconsistent with this Plan, as shall be
determined by the Committee.
(a) Issuance of Restricted Stock. As soon as
practicable after the Date of Grant of Restricted Stock, the
Corporation shall cause to be transferred on the books of
the Corporation shares of Stock, registered on behalf of the
Participant, evidencing such Restricted Stock, but subject
to forfeiture to the Corporation retroactive to the Date of
Grant if an Award Agreement delivered to the Participant by
the Corporation with respect to the Restricted Stock is not
duly executed by the Participant and timely returned to the
Corporation. Until the lapse or release of all restrictions
applicable to an award of Restricted Stock, the stock
certificates representing such Restricted Stock shall be
held in custody by the Corporation or its designee.
(b) Shareholder Rights. Beginning on the Date of Grant
of the Restricted Stock and subject to execution of the
Award Agreement as provided in Section 7.01(a), the
Participant shall become a shareholder of the Corporation
with respect to all Stock subject to the Award Agreement and
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shall have all of the rights of a shareholder, including,
but not limited to, the right to vote such Stock and the
right to receive dividends (or dividend equivalents) paid
with respect to such Stock; provided, however, that any
Stock distributed as a dividend or otherwise with respect to
any Restricted Stock as to which the restrictions have not
yet lapsed shall be subject to the same restrictions as such
Restricted Stock and shall be held as prescribed in Section
7.01(a).
(c) Restriction on Transferability. None of the
Restricted Stock may be assigned, transferred (other than by
will or the laws of descent and distribution), pledged, sold
or otherwise disposed of prior to lapse or release of the
restrictions applicable thereto.
(d) Delivery of Stock Upon Release of Restrictions.
Upon expiration or earlier termination of the forfeiture
period without a forfeiture, the satisfaction of the
Purchase Loan, if any, for the Related Stock and the
satisfaction of or release from any other conditions
prescribed by the Committee, the restrictions applicable to
the Restricted Stock shall lapse. As promptly as
administratively feasible thereafter, subject to the
requirements of Section 8.02, the Corporation shall deliver
to the Participant or, in case of the Participant's death,
to the Participant's legal representatives, one or more
stock certificates for the appropriate number of shares of
Stock, free of all such restrictions, except for any
restrictions that may be imposed by law.
7.02 TERMS OF RESTRICTED STOCK.
(a) Forfeiture of Restricted Stock. Subject to Section
7.02(b), all Restricted Stock shall be forfeited and
returned to the Corporation and all rights of the
Participant with respect to such Restricted Stock shall
cease and terminate in their entirety if during the
forfeiture period (i) the Participant transfers, sells or
otherwise disposes of the Related Stock other than to a
Permitted Transferee or in a transaction constituting a
Change in Control or (ii) the employment of the Participant
with the Corporation and its affiliates terminates for any
reason or (iii) the Participant defaults on the Purchase
Loan, if any, for the Related Stock. Unless the Committee,
in its sole discretion, provides otherwise in the applicable
Award Agreement, the forfeiture period for any shares of
Restricted Stock shall be five years from the Date of Grant
of such Restricted Stock. Notwithstanding the foregoing, in
the event of the discharge by the Corporation of a
Participant without Cause or termination of a Participant's
employment by reason of death, Disability or retirement
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pursuant to the retirement policy of the Corporation, all
forfeiture restrictions imposed on Restricted Stock shall
immediately and fully lapse. In addition, upon the
occurrence of a Change in Control, all forfeiture
restrictions imposed on Restricted Stock shall immediately
and fully lapse.
(b) Waiver of Forfeiture Period. Notwithstanding
anything contained in this Article VII to the contrary, the
Committee may, in its sole discretion, waive the forfeiture
conditions set forth in any Award Agreement under
appropriate circumstances and subject to such terms and
conditions (including forfeiture of a proportionate number
of the shares of Restricted Stock) as the Committee may deem
appropriate, provided that the Participant shall at that
time have completed at least one year of employment after
the Date of Grant.
ARTICLE VIII. MISCELLANEOUS
8.01 LIMITATIONS ON TRANSFER. The rights and interest of a
Participant under the Plan may not be assigned or transferred
other than by will or the laws of descent and distribution.
During the lifetime of a Participant, only the Participant
personally may exercise rights under the Plan.
8.02 TAXES. The Corporation shall be entitled to withhold
(or secure payment from the Participant in lieu of withholding)
the amount of any withholding or other tax required by law to be
withheld or paid by the Corporation with respect to any Stock
issuable under this Plan, or with respect to any income
recognized upon the lapse of restrictions applicable to
Restricted Stock, and the Corporation may defer issuance of Stock
hereunder until and unless indemnified to its satisfaction
against any liability for any such tax. The amount of such
withholding or tax payment shall be determined by the Committee
or its delegate and shall be payable by the Participant at such
time as the Committee determines. The Committee shall prescribe
in each Award Agreement one or more methods by which the
Participant will be permitted to satisfy his or her tax
withholding obligation, which methods may include, without
limitation, the payment of cash by the Participant to the
Corporation and the withholding, at the appropriate time, of
shares of Stock otherwise issuable to the Participant in a number
sufficient, based upon the Fair Market Value of such Stock, to
satisfy such tax withholding requirements. The Committee shall be
authorized, in its sole discretion, to establish such rules and
procedures relating to any such withholding methods as it deems
necessary or appropriate, including, without limitation, rules
and procedures relating to elections by Participants who are
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subject to the provisions of Section 16 of the Exchange Act to
have Stock withheld to meet such tax withholding obligations.
8.03 ADJUSTMENTS TO REFLECT CAPITAL CHANGES. The amount and
kind of Stock available for issuance under the Plan shall be
appropriately adjusted to reflect any stock dividend, stock
split, combination or exchange of shares, merger, consolidation
or other change in capitalization with a similar substantive
effect upon the Plan. The Committee shall have the power and sole
discretion to determine the nature and amount of the adjustment,
if any, to be made pursuant to this Section 8.03.
8.04 NO RIGHT TO AWARD; NO RIGHT TO EMPLOYMENT. No employee
or other person shall have any claim of right to be permitted to
participate or be granted an award under this Plan. Neither the
Plan nor any action taken hereunder shall be construed as giving
any employee any right to be retained in the employ of the
Corporation.
8.05 AWARDS NOT INCLUDABLE FOR BENEFIT PURPOSES. Income
recognized by a Participant pursuant to the provisions of the
Plan shall not be included in the determination of benefits under
any employee pension benefit plan (as such term is defined in
Section 3(2) of the Employee Retirement Income Security Act of
1974) or group insurance or other benefit plans applicable to the
Participant which are maintained by the Corporation, except as
may be provided under the terms of such plans or determined by
resolution of the Board.
8.06 GOVERNING LAW. The Plan and all determinations made and
actions taken pursuant to the Plan shall be governed by the laws
of the Commonwealth of Pennsylvania other than the conflict of
laws provisions of such laws, and shall be construed in
accordance therewith.
8.07 NO STRICT CONSTRUCTION. No rule of strict construction
shall be implied against the Corporation, the Committee, or any
other person in the interpretation of any of the terms of the
Plan, any award granted under the Plan or any rule or procedure
established by the Committee.
8.08 CAPTIONS. The captions (i.e., all Section and
subsection headings) used in the Plan are for convenience only,
do not constitute a part of the Plan, and shall not be deemed to
limit, characterize or affect in any way any provisions of the
Plan, and all provisions of the Plan shall be construed as if no
captions had been used in the Plan.
8.09 SEVERABILITY. Whenever possible, each provision in the
Plan and every Award Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if
any provision of the Plan or any Award Agreement shall be held to
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be prohibited by or invalid under applicable law, then (a) such
provision shall be deemed amended to accomplish the objectives of
the provision as originally written to the fullest extent
permitted by law and (b) all other provisions of the Plan and
every Award Agreement at shall remain in full force and effect.
8.10 LEGENDS. All certificates for Stock delivered under the
Plan shall be subject to such transfer restrictions set forth in
the Plan and such other restrictions as the Committee may deem
advisable under the rules, regulations and other requirements of
the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed and any applicable federal or
state securities law, and the Committee may cause a legend or
legends to be endorsed on any such certificates making
appropriate references to such restrictions.
8.11 AMENDMENT AND TERMINATION.
(a) Amendment. The Board shall have complete power and
authority to amend the Plan at any time it is deemed
necessary or appropriate. No termination or amendment of the
Plan may, without the consent of the Participant to whom any
award shall theretofore have been granted under the Plan,
adversely affect the right of such individual under such
award; provided, however, that the Committee may, in its
sole discretion, make such provision in the Award Agreement
for amendments which, in its sole discretion, it deems
appropriate.
(b) Termination. The Board shall have the right and the
power to terminate the Plan at any time. Unless sooner
terminated by action of the Board, the Plan shall
automatically terminate, without further action of the Board
or the Corporation's shareholders, on December 31, 1998. No
Designation Notice shall be effective, no Purchase Notice
shall be valid for a Purchase Date that will occur, and no
award shall be granted, under the Plan after the termination
of the Plan, but the termination of the Plan shall not have
any other effect and any award outstanding at the time of
the termination of the Plan may be exercised after
termination of the Plan at any time prior to the expiration
date of such award to the same extent such award would have
been exercisable had the Plan not terminated.
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Exhibit 5
[ALLEGHENY LUDLUM CORPORATION LOGO]
Jon D. Walton
Vice President - General Counsel and Secretary
412/394-2836 Facsimile: 412/394-3010
June 10, 1994
Allegheny Ludlum Corporation
1000 Six PPG Place
Pittsburgh, PA 15222-5479
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am Vice President - General Counsel and Secretary of
Allegheny Ludlum Corporation, a Pennsylvania corporation
(the "Company") and in such capacity, I have acted as counsel for
the Company in connection with the Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission in connection with the
registration pursuant to the Securities Act of 1933, as amended
(the "Act") of the issuance of up to 1,000,000 shares (the
"Shares") of Common Stock, par value $0.10 per share, of the
Company, pursuant to the Allegheny Ludlum Corporation Stock
Acquisition and Retention Plan (the "Plan"). I am furnishing
this opinion to use in accordance with Item 601(b)(5) of
Regulation S-K promulgated under the Act, for filing as Exhibit 5
to the Registration Statement.
In preparation for this opinion, I have examined
(a) the Plan, (b) the Registration Statement and (c) the
corporate documents of the Company. I am familiar with the
proceedings taken by the Company in connection with the
authorization, registration, issuance and sale of the shares
pursuant to the Plan.
Based on the foregoing, I am of the opinion that the
Shares have been duly authorized for issuance and sale pursuant
to the Plan, and when issued and delivered by the Company
pursuant to the Plan, the issues will be validly issued, fully
paid and nonassessable.
This opinion is rendered as of the date hereof, and I
have not undertaken to supplement this opinion with respect to
factual matters or changes in the law that may occur hereafter.
Executive and General Offices
10th Floor Six PPG Place, Pittsburgh PA 15222-5479 412/394-2800
<PAGE>
[ALLEGHENY LUDLUM CORPORATION LOGO]
Allegheny Ludlum Corporation
June 10, 1994
Page 2
I consent to the use of this opinion as an Exhibit to
the Registration Statement and to the reference to the
undersigned in the Registration Statement.
Very truly yours,
Jon D. Walton
JDW/mem
<PAGE>
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Item 3.-
Incorporation of Documents by Reference" in the Registration Statement
on Form S-8 of Allegheny Ludlum Corporation for the registration of
1,000,000 shares of its common stock and to the incorporation by
reference therein of our reports dated January 31, 1994, with respect
to the consolidated financial statements of Allegheny Ludlum
Corporation incorporated by reference in its Form 10-K for the fiscal
year ended January 2, 1994 and the related financial statement
schedules included therein, filed with the Securities and Exchange
Commission.
Ernst & Young
Pittsburgh, Pennsylvania
June 10, 1994
