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Page 1 of 9 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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)
May 2, 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. 5)
CUSIP No. 016900 10 2 Page 2 of 9 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 17,234,845
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 41,595
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 17,193,250
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,234,845
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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) 24.3
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14. TYPE OF REPORTING PERSON IN
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Schedule 13D
(Amendment No. 5)
CUSIP No. 016900 10 2 Page 3 of 9 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 17,193,250
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,208,250
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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) 24.3
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14. TYPE OF REPORTING PERSON IN
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SCHEDULE 13D, Amendment No. 5
CUSIP No. 016900 10 2 Page 4 of 9 pages
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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 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock, par value
$0.10 per share ("Common Stock"), of Allegheny Ludlum
Corporation, a Pennsylvania corporation (the "Company" or
"Allegheny Ludlum"). The address of the principal executive
offices of Allegheny Ludlum is 1000 Six PPG Place, Pittsburgh,
Pennsylvania 15222-5479.
Item 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Richard P. Simmons and
Dorothy P. Simmons (collectively, the "Reporting Persons"), whose
address is c/o Richard P. Simmons, 1000 Six PPG Place,
Pittsburgh, Pennsylvania 15222-5479. Richard P. Simmons is the
Chairman of the Board of Allegheny Ludlum at the address reported
in Item 1.
During the five years immediately prior to the date of
this Statement, neither of the Reporting Persons has been
convicted of a criminal proceeding (excluding traffic violations
or similar misdemeanors), nor has either of such persons been a
party of any civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding
become subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state or securities laws or finding any
violation with respect to such laws.
Both of the Reporting Persons are citizens of the
United States of America.
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 $1,125 to the Plan in fiscal year 1994 through March
31, 1994.
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SCHEDULE 13D, Amendment No. 5
CUSIP No. 016900 10 2 Page 5 of 9 pages
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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 800,000 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.
(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.
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SCHEDULE 13D, Amendment No. 5
CUSIP No. 016900 10 2 Page 6 of 9 pages
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(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 17,193,250 shares of the
Common Stock, representing approximately 24.3 percent of the
total number of outstanding shares of the Common Stock as of
March 31, 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 27,594.7581 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
March 31, 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, 54 shares have accrued to the
account of Richard P. Simmons in fiscal year 1994 through March
31, 1994 and have been credited to the account of Richard P.
Simmons as of March 31, 1994.
(d) Not included in Items 5(a), (b) and (c) are 225,000
shares of the Common Stock owned by the R. P. Simmons Family
Foundation (the "Foundation") as of March 31, 1994, representing
approximately 0.32% 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
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SCHEDULE 13D, Amendment No. 5
CUSIP No. 016900 10 2 Page 7 of 9 pages
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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.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Richard P. Simmons and Dorothy P. Simmons are husband
and wife.
The Agreement, filed as Exhibit A hereto, 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.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Irrevocable Proxy and Voting Agreement of
Joint Holders dated July 8, 1988, by and between Richard P.
Simmons and Dorothy P. Simmons.
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SCHEDULE 13D, Amendment No. 5
CUSIP No. 016900 10 2 Page 8 of 9 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: May 2, 1994 -----------------------------
Richard P. Simmons
DOROTHY P. SIMMONS
Date: May 2, 1994 -----------------------------
Dorothy P. Simmons
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SCHEDULE 13D, Amendment No. 5
CUSIP No. 016900 10 2 Page 9 of 9 pages
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EXHIBIT INDEX
EXHIBIT DESCRIPTION METHOD OF FILING
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A Irrevocable Proxy and Previously filed
Voting Agreement dated
July 8, 1988, by and
between Richard P.
Simmons and Dorothy P.
Simmons
