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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. 7)
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)
October 5, 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. 7)
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 16,335,042
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 41,792
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 16,293,250
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,335,042
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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. 7)
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. 7
CUSIP No. 016900 10 2 Page 4 of 6 pages
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Items 5 and 6 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 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) At the date of this Amendment, the Reporting
Persons are the joint owners of an aggregate of 16,293,250 shares
of the Common Stock, representing approximately 23.0 percent of
the total number of outstanding shares of the Common Stock as of
September 30, 1994. Except as described in Item 6(b) of this
Statement, 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.
(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 September 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.
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SCHEDULE 13D, Amendment No. 7
CUSIP No. 016900 10 2 Page 5 of 6 pages
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Simmons disclaims any beneficial ownership of said shares; andthe
filing of this Statement or of any amendment hereto 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 Amendment, 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 October 5, 1994, the Reporting Persons entered
into the transaction described in Item 6(b) of this Amendment.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
(a) Richard P. Simmons and Dorothy P. Simmons are
husband and wife. The Agreement, filed as Exhibit A to this
Statement, confers upon Richard P. Simmons the sole power to vote
the shares of Common Stock jointly owned by the Reporting
Persons. The Agreement provides that such voting power shall be
irrevocable and shall terminate only upon the death of either of
the Reporting Persons.
(b) On October 5, 1994, the Reporting Persons made a
pledge of 3,000,000 shares of the Common Stock to The Northern
Trust Company as collateral security for one or more loans that
may be made to the Reporting Persons. The loan documents provide
among other things that the loans outstanding at any one time
thereunder will not exceed $25,000,000 in total principal amount,
will have a scheduled maturity date of August 30, 1995, with
right of prepayment, and that the minimum account/asset value
shall be no less than two times the amount outstanding under the
line. The loan documents also provide that upon the occurrence
and during the continuance of an Event of Default thereunder, The
Northern Trust Company shall have the right to exercise any
rights and remedies of a secured party under the Uniform
Commercial Code and shall have the right to sell the pledged
shares at any public or private sale.
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SCHEDULE 13D, Amendment No. 7
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: 10/5 1994 -----------------------------
Richard P. Simmons
DOROTHY P. SIMMONS
Date: 10/5 1994 -----------------------------
Dorothy P. Simmons
