<PAGE>
FILED PURSUANT TO RULE 424(b)(1)
REGISTRATION NO. 33-64863
[LOGO OF ALLEGHENY LUDLUM CORPORATION]
$150,000,000
ALLEGHENY LUDLUM CORPORATION
6.95% DEBENTURES DUE DECEMBER 15, 2025
Interest on the Debentures is payable on June 15 and December 15 of each
year, commencing June 15, 1996. No sinking fund is provided for the
Debentures, and the Debentures are not subject to redemption at the option of
the Company. The Debentures initially will be represented by one or more
Global Debentures registered in the name of The Depository Trust Company or
its nominee. Beneficial interests in the Global Debentures will be shown on,
and transfers thereof will be effected only through, records maintained by DTC
and its participants. Except as described herein, Debentures in definitive
form will not be issued. The Debentures will be issued only in registered form
in denominations of $1,000 and integral multiples thereof. The Debentures will
trade in DTC's Same-Day Funds Settlement System, and secondary market trading
activity in the Debentures will therefore settle in immediately available
funds. All payments of principal and interest will be made by the Company in
immediately available funds so long as the Debentures are represented by
Global Debentures. See "Description of Debentures".
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT (2) COMPANY(1)(3)
----------------- ------------ -------------
<S> <C> <C> <C>
Per Debenture...................... 99.948% 0.875% 99.073%
Total.............................. $149,922,000 $1,312,500 $148,609,500
</TABLE>
- --------
(1) Plus accrued interest from December 15, 1995.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting estimated expenses of $400,000 payable by the Company.
----------------
The Debentures are offered severally by the Underwriters, as specified
herein, subject to receipt and acceptance by them and subject to their right
to reject any order in whole or in part. It is expected that the Debentures
will be ready for delivery in book-entry form only through the facilities of
DTC in New York, New York, on or about December 20, 1995 against payment
therefor in immediately available funds.
GOLDMAN, SACHS & CO.
CS FIRST BOSTON
SALOMON BROTHERS INC
----------------
The date of this Prospectus is December 15, 1995.
LOGO
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY EFFECT TRANSACTIONS
WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES AT A LEVEL
ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING,
IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
----------------
AVAILABLE INFORMATION
Allegheny Ludlum Corporation, a Pennsylvania corporation (the "Company"), is
subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at two of its Regional Offices located at: Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661; and Seven
World Trade Center, 13th Floor, New York, NY 10048. Copies of such material
can be obtained upon written request from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington D.C. 20549, upon payment of
prescribed rates. Such material can also be inspected at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, NY 10005, on which
exchange the Common Stock of the Company is listed.
The Company has filed with the Commission a registration statement on Form
S-3 (together with all amendments and exhibits, the "Registration Statement")
under the Securities Act of 1933, as amended (the "1933 Act"), with respect to
the Debentures. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. Reference is
hereby made to the Registration Statement for further information with respect
to the Company and the Debentures. The Registration Statement may be inspected
without charge at the public reference facilities maintained by the Commission
at Room 1024, 450 Fifth Street, N.W., Washington D.C. 20549, and copies
thereof may be obtained from the Commission upon payment of prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this Prospectus its Annual
Report on Form 10-K for the fiscal year ended January 1, 1995 (the "1994 Form
10-K") and its Quarterly Reports on Form 10-Q for the fiscal periods ended
April 2, 1995, July 2, 1995, and October 1, 1995 (the last being the "1995 3rd
Quarter Form 10-Q").
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the Debentures shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
dates of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated herein by reference modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Any person to whom this Prospectus is delivered may obtain without charge,
upon written or oral request, a copy of any of the documents incorporated
herein by reference, except the exhibits to such documents (unless such
exhibits are specifically incorporated by reference into the documents that
this Prospectus incorporates). Written or oral requests for such copies should
be directed to Jon D. Walton, Vice President-General Counsel and Secretary,
Allegheny Ludlum Corporation, 1000 Six PPG Place, Pittsburgh, PA 15222-5479
(telephone (412) 394-2800).
2
<PAGE>
THE COMPANY
Allegheny Ludlum Corporation is one of the world's leading manufacturers of
specialty materials and one of the largest domestic producers of stainless
steel. The Company manufactures stainless steel sheet, strip, plate, foil,
welded tubing and stampings; silicon electrical steel sheet and strip; and
other specialty steel and specialty metals alloys, including tool steels,
magnetic, thermostatic and electronic sheet and strip, and high-temperature
alloys.
The Company is a Pennsylvania corporation formed in 1979. The Company's
principal executive offices are located at 1000 Six PPG Place, Pittsburgh, PA
15222-5479, telephone (412) 394-2800.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the
Debentures offered hereby, after deducting the underwriting discount and
offering expenses, are estimated to be $148,209,500. Of this amount, up to
$104,110,000 will be used to redeem the Company's currently outstanding 5 7/8%
Convertible Subordinated Debentures due March 15, 2002 (the "Convertible
Debentures") and the balance will be used for general corporate purposes.
Those general corporate purposes may include the funding of working capital
and capital spending.
CAPITALIZATION
The following table sets forth the capitalization of the Company as of
October 1, 1995, and as adjusted to reflect the issuance of the Debentures and
the application of a portion of the proceeds thereof to redeem the Convertible
Debentures (assuming that no Convertible Debentures are converted).
<TABLE>
<CAPTION>
AS OF OCTOBER 1, 1995
-------------------------
ACTUAL AS ADJUSTED
---------- -------------
(IN THOUSANDS)
<S> <C> <C>
Short-Term Debt and Current Portion of Long-Term
Debt................................................ $ 1,973 $ 1,973
========== ==========
Long-Term Debt
Outstanding Senior Long-Term Debt................. 31,598 31,598
Debentures Offered Hereby......................... -- 150,000
Convertible Debentures............................ 100,000 --
---------- ----------
Total Long-Term Debt Less Current Portion....... $ 131,598 $ 181,598
Shareholders' Equity
Preferred Stock, Par Value $1:
Authorized--50,000,000; Issued--none............ -- --
Common Stock, Par Value $0.10:
Authorized--250,000,000; Issued--72,878,242..... 7,288 7,288
Additional Capital.............................. 271,430 271,430
Retained Earnings............................... 204,484 201,539(1)
Equity adjustment related to minimum liability
for pension plans................................... (20,682) (20,682)
Common Stock in Treasury at Cost--4,440,670
shares.............................................. (78,382) (78,382)
---------- ----------
Total Shareholders' Equity.................... 384,138 381,193
---------- ----------
Total Capitalization........................ $ 517,709 $ 564,764
========== ==========
</TABLE>
- --------
(1) As adjusted, retained earnings includes the after-tax cost of the call
premium for the Convertible Debentures and the associated write-off of
deferred bond issue costs.
3
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth certain summary selected consolidated
financial data for each of the five fiscal years in the period ended January
1, 1995 and for the nine-month periods ended October 2, 1994 and October 1,
1995, respectively. The data for the five full fiscal years has been derived
from the consolidated financial statements of the Company audited by Ernst &
Young LLP as set forth in their report appearing elsewhere herein and the data
for the nine-month periods has been derived from the Company's unaudited
consolidated financial statements. See "Experts". The results of operations
for any interim period are not necessarily indicative of the results of
operations to be reported for the full year. This data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" below and the consolidated financial statements and
notes thereto incorporated by reference in this Prospectus.
<TABLE>
<CAPTION>
FISCAL NINE
MONTHS ENDED FISCAL YEAR ENDED
----------------- ------------------------------------------------
OCT. 1, OCT. 2, JAN. 1, JAN. 2, JAN. 3, DEC. 29, DEC. 30,
1995(1) 1994(2) 1995(2) 1994(3) 1993 1991 1990
-------- ------- -------- -------- -------- -------- --------
(IN MILLIONS, EXCEPT RATIOS AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Income statement data:
Net sales ............. $1,159.4 $ 748.4 $1,076.9 $1,100.2 $1,036.0 $1,004.6 $1,084.9
Operating income....... 157.8 7.2 41.4 103.9 76.4 73.7 111.0
Income (loss) before
cumulative effect of
accounting change .... 93.4 (0.7) 18.2 70.8 46.9 41.1 68.9
Net income (loss)...... 93.4 (0.7) 18.2 70.8 (78.3) 41.1 68.9
Earnings before
interest, taxes,
depreciation and
amortization.......... 193.8 35.6 79.6 158.3 114.4 104.0 138.8
Depreciation and
amortization.......... 30.0 28.5 38.2 30.7 27.6 26.2 22.7
Capital expenditures... 19.5 37.6 52.7 50.4 26.0 36.5 57.0
Ratio of earnings to
fixed charges
(unaudited) (4)....... 25.7x -- 4.7x 14.1x 10.2x 12.8x 16.7x
Pro forma ratio of
earnings to
fixed charges
(unaudited) (5)....... 22.7x -- 4.2x -- -- -- --
Balance sheet data (at
period end):
Working capital........ 243.1 199.2 225.4 258.9 299.4 192.9 198.2
Total assets........... 1,116.1 1,087.6 1,094.7 1,174.0 871.2 764.5 793.2
Long-term debt due
after one year........ 131.6 133.6 133.1 138.9 138.1 48.5 52.8
Shareholders' equity... 384.1 372.7 361.7 403.4 256.9 364.5 352.3
</TABLE>
- --------
(1) Income statement amounts include assets held for sale beginning January 2,
1995.
(2) The USWA called a strike in the second quarter which lasted 10 weeks.
(3) Beginning November 10, 1993, results include acquisition of Jessop Steel
Company.
(4) For purposes of determining the consolidated ratios, earnings consist of
consolidated income before income taxes plus fixed charges other than
capitalized interest. Fixed charges consist of interest, both capitalized
and expensed, and interest related to rental expenses. No ratio was
calculated for the nine months ended October 2, 1994.
(5) For purposes of determining the pro forma consolidated ratios, only the
net increase in interest expense resulting from the proposed issuance of
the Debentures and the corresponding retirement of the Convertible
Debentures was considered. The pro forma ratios were computed only for the
periods indicated using an interest rate of 7% and an aggregate principal
amount for the Debentures of $100,000,000, in accordance with the
applicable rules of the Commission. (If the pro forma ratios were computed
based on $150,000,000 of Debentures, they would be 16.7x and 3.1x,
respectively.)
4
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the information
in the consolidated financial statements and notes to the consolidated
financial statements included in the 1995 3rd Quarter Form 10-Q.
The 1994 fiscal nine months and, to a lesser extent, the 1994 third quarter
include the effects of a 10-week labor strike that began April 1, 1994.
RESULTS OF OPERATIONS
Net sales by product line were as follows:
<TABLE>
<CAPTION>
FISCAL QUARTER ENDED FISCAL NINE MONTHS ENDED
------------------------------- -------------------------------
OCTOBER 1, 1995 OCTOBER 2, 1994 OCTOBER 1, 1995 OCTOBER 2, 1994
--------------- --------------- --------------- ---------------
(MILLIONS) (MILLIONS)
<S> <C> <C> <C> <C>
Stainless steel......... $314.7 $199.7 $ 961.3 $581.9
Silicon electrical
steel.................. 33.7 34.9 102.1 95.8
Other specialty alloy... 25.2 27.7 96.0 70.7
------ ------ -------- ------
Total net sales......... $373.6 $262.3 $1,159.4 $748.4
====== ====== ======== ======
</TABLE>
Net sales and shipments in the 1995 periods were considerably higher than
the 1994 periods primarily due to strong market demand, higher prices and
selling price surcharges in 1995. In addition, net sales and shipments in the
first nine months of 1994 and, to a lesser extent, in the third quarter of
1994, were adversely affected by the labor strike. Shipments were 133,596 tons
and 444,155 tons in the 1995 third quarter and nine months, respectively,
compared to 117,412 tons and 334,588 tons in the 1994 periods.
Stainless steel market demand was at relatively high levels in the 1995
third quarter. Both 1995 periods benefited from price increases, selling price
surcharges and improved product mix, especially reduced shipments of lower-
priced commodity stainless steel for exhaust systems. Selling price surcharges
based on nickel, molybdenum and chromium costs are expected to continue, at
lesser rates, into the 1995 fourth quarter.
Silicon electrical steel sales in the 1995 periods benefited from higher
prices for most products. The sales decrease in the 1995 third quarter
compared to the 1994 third quarter resulted from lower demand for certain
domestic products and lower shipments of exported products. Although silicon
electrical steel sales in the 1995 nine months are higher than the 1994 nine
months, they did not return to pre-strike levels.
Other specialty alloy sales decreased in the 1995 third quarter compared to
the 1994 third quarter as a result of lower shipments, especially of tool
steels, which were only partially offset by higher selling prices and higher
shipments of some plate products.
Cost of products sold as a percentage of net sales were 3.4 and 8.7
percentage points more favorable in the 1995 third quarter and nine months,
respectively, as compared to the 1994 periods. The improvements in the 1995
periods reflect higher sales levels and continued efforts to contain costs.
Also, the 1994 nine-month period was adversely affected by the strike which
resulted in lower sales without a corresponding reduction in fixed costs and
the further negative cost effect of the hourly signing bonus under the new
labor agreement and the related bonus for salaried employees.
Research, development and technology costs increased in the third quarter
and first nine months of 1995 compared to the 1994 periods primarily due to
higher expense for profit-related compensation plans and higher technical
support of manufacturing processes due to increased production levels.
5
<PAGE>
Commercial and administrative costs increased in the 1995 periods compared
to the 1994 periods primarily due to higher expense for profit-related
compensation plans, which was partially offset by lower expense for the
Washington, Pennsylvania plant due to realized synergies.
Earnings from assets held for sale are attributable primarily to two non-
specialty steel companies which were acquired in 1993. The results of these
businesses continue to reflect the Company's successful efforts to improve the
productivity and reduce the costs of these businesses as well as favorable
market conditions. See "Financial Condition and Liquidity".
The effective tax rate of 40.5% in the 1995 third quarter compares favorably
with the effective tax rate of 47.1% in the 1994 period. The lower 1995 rate
reflects a reduction in Pennsylvania's effective tax rate. Also, the 1994 rate
temporarily increased as a result of low earnings caused by the continued
effect of the strike coupled with the fixed amortization of cost in excess of
net assets acquired which is not tax deductible. The effective tax rate in the
1995 nine months was 40.8% compared to the 1994 period in which taxes exceeded
income before income taxes as a result of the strike.
FINANCIAL CONDITION AND LIQUIDITY
Working capital increased to $243.1 million at the end of the third quarter
of 1995 compared to $225.4 million at the end of 1994. The current ratio
remains at 2.3 for both periods. The increase in working capital is primarily
reflected in higher trade receivables, due to higher sales, as well as lower
balances in accounts payable and taxes. These changes were partially offset by
lower inventories and increased liabilities for compensation and benefits.
Cash and cash equivalents at the end of the 1995 nine months had grown to
$59.4 million from a beginning balance of $11.2 million. This net increase
resulted from cash generated from operations which was partially used to
repurchase $50.5 million in common stock, invest $19.5 million in capital
equipment, pay dividends of $16.9 million and pay down $1.5 million in debt
during the period.
The Company continues to anticipate that the two non-specialty steel
companies that are held for sale will be sold by the end of the 1995 fiscal
year.
The Company continues to estimate that capital expenditures for 1995 will be
approximately $30 million.
On November 9, 1995, the Company's Board of Directors increased the regular
quarterly cash dividend from $.12 to $.13 per share of common stock and
expanded the Company's share repurchase program from 8 million shares to a new
total authorization of 12 million shares. Through December 7, 1995, the
Company has repurchased approximately 6.7 million shares.
6
<PAGE>
DESCRIPTION OF DEBENTURES
The 6.95% Debentures due December 15, 2025 (the "Debentures") will be issued
under an Indenture, dated as of December 15, 1995 (the "Indenture"), to be
entered into by the Company and The Chase Manhattan Bank (National
Association), as trustee (the "Trustee"). The following summaries of certain
provisions of the Indenture do not purport to be complete and are subject to
the detailed provisions of the Indenture, a copy of the form of which is filed
as an exhibit to the Registration Statement and to which reference is hereby
made for a full description of such provisions and for other information
regarding the Debentures. Section references below are to the Indenture.
Capitalized terms used but not defined herein have the meanings ascribed to
them in the Indenture. Whenever particular provisions of the Indenture are
referred to, such provisions are incorporated by reference as part of the
statements made and the statements are qualified in their entirety by such
reference.
GENERAL
The Debentures will be unsecured obligations of the Company, ranking equally
with all other unsecured and unsubordinated indebtedness of the Company, will
be limited to an aggregate principal amount of $150,000,000 and will mature on
December 15, 2025. The Indenture does not limit the amount of additional
unsecured indebtedness that the Company may incur.
Interest will be payable semi-annually on June 15 and December 15 of each
year commencing June 15, 1996, to the registered Holders of Debentures on the
preceding June 1 and December 1, respectively. The Debentures will bear
interest from December 15, 1995 at the rate per annum set forth on the cover
page of this Prospectus. (Section 301)
Initially, the Debentures will be issued in the form of one or more Global
Debentures registered in the name of The Depository Trust Company ("DTC" or
the "Depositary") or its nominee. In certain circumstances, Debentures will be
issued in fully registered form without coupons in denominations of $1,000 and
integral multiples thereof. See "Book-Entry System" below. (Sections 302, 303
and 305)
The principal of and interest on the Debentures will be payable, the
transfer of Debentures will be registrable and the Debentures may be presented
for exchange, at the office of the Trustee in the Borough of Manhattan, The
City of New York. If the Debentures are no longer represented by Global
Debentures, payment of interest may, at the option of the Company, be made by
check mailed to the address of the Person entitled thereto. No service charge
will be made for any transfer or exchange of Debentures, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. (Sections 301, 305 and 1002)
No sinking fund is provided for the Debentures, and the Debentures are not
subject to redemption at the option of the Company.
RESTRICTIVE COVENANTS
Limitation on Liens. The Indenture provides that the Company will not, and
will not permit any Restricted Subsidiary (as defined below) to, issue, assume
or guarantee any Debt (as defined below) secured by a Lien (as defined below)
upon any Principal Property (as defined below) of the Company or of any
Restricted Subsidiary or upon any shares of stock or Debt issued by any
Restricted Subsidiary (whether now owned or hereafter acquired), without
effectively providing concurrently that the Debentures (together with, if the
Company so determines, any other indebtedness of or guaranty by the Company or
such Restricted Subsidiary then existing or thereafter created which is not
subordinated to the Debentures) will be secured equally and ratably with (or,
at the option of the Company, prior to) such Debt, so long as such Debt is so
secured. The foregoing restrictions do not apply to Debt secured by: (i)
certain types of Liens on property of, or shares of stock or Debt issued by,
any Subsidiary existing at the time it becomes a Restricted Subsidiary; (ii)
Liens on any asset existing at the time of acquisition thereof (including
acquisition through merger or consolidation) or
7
<PAGE>
securing the payment of all or any part of the purchase price or construction
cost thereof (including Debt incurred for such purpose prior to, at the time
of, or within 180 days thereafter); (iii) Liens to secure all or any part of
the cost of development, construction, alteration, repair or improvement of
all or any part of any property (including Debt incurred for such purpose
prior to, at the time of, or within 180 days thereafter); (iv) Liens which
secure Debt owing by a Restricted Subsidiary to the Company or to another
Restricted Subsidiary or by the Company to a Restricted Subsidiary so long as
the Debt is held by the Company or a Restricted Subsidiary; (v) Liens securing
indebtedness of a Person which becomes a successor of the Company that are
permissible under the provisions described under "Consolidation, Merger and
Sale of Assets"; (vi) Liens in favor of the United States of America or any
state thereof, or any department, agency or instrumentality or political
subdivision of the United States of America or any state thereof, or in favor
of any other country or any political subdivision thereof, to secure partial,
progress, advance or other payments (including but not limited to Liens
incurred in connection with pollution control, industrial revenue or similar
financing); (vii) Liens existing at December 15, 1995 including Liens to the
extent such Liens attach to property acquired after such date pursuant to the
terms of the instrument creating such Liens as in effect on such date; and
(viii) any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any Lien referred to in the
foregoing clauses (i) to (vii), inclusive, or of any Debt secured thereby;
provided, that such extension, renewal or replacement Lien is limited to all
or any part of the same property that secured the Lien extended, renewed or
replaced (plus any improvements and construction on such property) and secures
no larger amount of Debt than that which had been so secured at the time of
such extension, renewal or replacement and, in the case of clause (iv), that
the Debt being secured thereby is being secured for the same type of creditor
as the Debt being replaced. In addition, the Company and any one or more
Restricted Subsidiaries may issue, assume or guarantee Debt secured by a Lien
which would otherwise be subject to the restrictions described in the first
sentence of this paragraph if at the time it does so the aggregate amount of
such Debt plus all other Debt of the Company and its Restricted Subsidiaries
secured by Liens which would otherwise be subject to those restrictions after
giving effect to the retirement of any Debt which is currently being retired
(not including Debt permitted to be secured under clauses (i) through (viii)
described above), plus the aggregate Attributable Debt (as defined below) of
Sale and Leaseback Transactions (as defined below) not permitted by the
covenant described in the succeeding paragraph entered into after December 15,
1995 and in existence at that time (less the aggregate amount of proceeds of
such Sale and Leaseback Transactions which have been applied as described in
that paragraph), does not exceed 10% of Consolidated Net Tangible Assets (as
defined below). (Section 1004)
Limitation on Sale and Leaseback Transactions. The Company will not itself,
and will not permit any Restricted Subsidiary to, enter into any arrangements
after December 15, 1995 with any Person (other than the Company or another
Restricted Subsidiary) providing for the leasing as lessee by the Company or
by any such Restricted Subsidiary of any Principal Property (except a lease
for a temporary period not to exceed three years by the end of which it is
intended the use of such Principal Property by the lessee will be discontinued
and a lease which secures or relates to industrial revenue or pollution
control bonds or similar financing), which was or is owned by the Company or a
Restricted Subsidiary and which has been or is to be sold or transferred by
the Company or a Restricted Subsidiary, more than 180 days after the
completion of construction and commencement of full operation thereof by the
Company or such Restricted Subsidiary, to such Person on the security of such
Principal Property (a "Sale and Leaseback Transaction") unless: (i) the
Company or such Restricted Subsidiary would (at the time of entering into such
arrangement) be entitled as described in clauses (i) through (viii) of the
second sentence of the preceding paragraph, without equally and ratably
securing the Debentures, to issue, assume or guarantee Debt secured by a Lien
on such Principal Property in the amount of the Attributable Debt arising from
such Sale and Leaseback Transaction; or (ii) the Attributable Debt of the
Company and its Restricted Subsidiaries in respect of such Sale and Leaseback
Transaction and all other Sale and Leaseback Transactions entered into after
December 15, 1995 (other than any such Sale and Leaseback Transactions as
would be permitted as described
8
<PAGE>
in clause (i) and in the next succeeding sentence), plus the aggregate
principal amount of Debt secured by Liens on Principal Properties then
outstanding (not including any such Debt secured by Liens described in clauses
(i) through (viii) of the second sentence of the preceding paragraph) which do
not equally and ratably secure the Debentures, would not exceed 10% of
Consolidated Net Tangible Assets. Notwithstanding the foregoing, the Company
may engage in a Sale and Leaseback Transaction if, within 180 days after the
sale or transfer, it applies or causes a Restricted Subsidiary to apply an
amount equal to the greater of the net proceeds of such sale or transfer or the
fair value, as determined by the Board of Directors of the Company, of the
Principal Property so sold and leased back at the time of entering into such
Sale and Leaseback Transaction to the retirement of Debentures or other Debt of
the Company (other than Debt subordinated to the Debentures), or Debt of any
Restricted Subsidiary (other than Debt owed to the Company or any Restricted
Subsidiary), having a stated maturity (i) more than 12 months from the date of
such application or (ii) which is extendable at the option of the obligor
thereon to a date more than 12 months from the date of such application (other
than any payment at Maturity); provided, that the amount to be so applied may
be reduced by (x) the principal amount of Debentures delivered to the Trustee
for retirement and cancellation within 180 days after such sale or transfer,
and (y) the principal amount of any such Debt of the Company or a Restricted
Subsidiary other than Debentures voluntarily retired by the Company or a
Restricted Subsidiary within 180 days after such sale or transfer. (Section
1005)
Certain Definitions. "Attributable Debt" in respect of a Sale and Leaseback
Transaction means, as of any particular time, the present value (discounted at
the rate of interest implicit in the terms of the lease involved in such Sale
and Leaseback Transaction, as determined in good faith by the Company) of the
obligation of the lessee thereunder for net rental payments (excluding,
however, any amounts required to be paid by such lessee, whether or not
designated as rent or additional rent, on account of maintenance and repairs,
services, insurance, taxes, assessments, water rates or similar charges and any
amounts required to be paid by such lessee thereunder contingent upon monetary
inflation or the amount of sales, maintenance and repairs, insurance, taxes,
assessments, water rates or similar charges) during the remaining term of such
lease (including any period for which such lease has been extended or may, at
the option of the lessor, be extended).
"Consolidated Net Tangible Assets" means the aggregate amount of assets of
the Company and its consolidated subsidiaries (less applicable reserves) after
deducting therefrom (a) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles and (b) all
current liabilities except for current maturities of long-term debt and current
maturities of capitalized lease obligations, indebtedness for borrowed money
having a maturity of less than 12 months from the date of the most recent
audited consolidated balance sheet of the Company, but which by its terms is
renewable or extendable beyond 12 months from such date at the option of the
borrower, and deferred taxes which are classified as current liabilities, all
as reflected in the audited consolidated balance sheet contained in the
Company's most recent annual report to its shareholders under Rule 14a-3 of the
1934 Act, prior to the time as of which "Consolidated Net Tangible Assets" is
being determined.
"Debt" means indebtedness for borrowed money.
"Lien" means any mortgage, pledge, security interest or lien.
"Principal Property" means any manufacturing plant or other similar facility
located within the United States of America (other than its territories and
possessions) and owned by, or leased to, the Company or any Restricted
Subsidiary, the book value of the real property, plant and equipment of which
(as shown, without deduction of any depreciation reserves, on the books of the
owner or owners) is not less than 2% of Consolidated Net Tangible Assets as of
the date on which such plant or other facility is acquired or a leasehold
interest therein is acquired except (a) any such plant or facility which
9
<PAGE>
the Board of Directors determines by Board Resolution in good faith is not of
material importance to the total business conducted, or assets owned, by the
Company and its Restricted Subsidiaries as an entirety, or (b) any portion of
any such plant or facility which the Board of Directors determines by Board
Resolution in good faith not to be of material importance to the use or
operation thereof.
"Restricted Subsidiary" means any Subsidiary substantially all the property
of which is located, or substantially all the business of which is carried on,
within the United States of America (other than its territories and
possessions) which shall at the time, directly or indirectly, through one or
more Subsidiaries or in combination with one or more other Subsidiaries or the
Company, own or be a lessee of a Principal Property. (Section 101)
EVENTS OF DEFAULT AND NOTICE
An Event of Default is defined in the Indenture to be a (i) default for 30
days in the payment of any interest upon any of the Debentures when due; (ii)
default in the payment of the principal of any of the Debentures when due;
(iii) default by the Company in the performance, or breach, of any of its
other covenants in the Indenture which has not been remedied by the end of a
period of 60 days after written notice to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal amount of
the Outstanding Debentures; (iv) the occurrence of an event of default under
any indenture or instrument under which the Company or any Restricted
Subsidiary shall have outstanding at least $10,000,000 aggregate principal
amount of indebtedness for money borrowed whose maturity has been accelerated
and such acceleration has not been annulled within 30 days after written
notice as provided in the Indenture; and (v) certain events of bankruptcy,
insolvency or reorganization of the Company. (Section 501)
The Indenture provides that, if an Event of Default shall have happened and
is continuing, either the Trustee or the Holders of at least 25% in principal
amount of the Outstanding Debentures may declare the principal amount of and
all accrued interest on all Debentures to be immediately due and payable. Such
declaration may be rescinded if certain conditions are satisfied. (Section
502)
The Indenture also provides that the Holders of not less than a majority in
principal amount of the Outstanding Debentures may direct the time, method and
place of conducting any proceedings for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee; provided, that such
direction is not in conflict with any rule of law or with the Indenture. The
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction, and the Trustee will have the right to
decline to follow any such direction if the Trustee in good faith determines
that the action so directed would involve the Trustee in personal liability
for which it has not been adequately indemnified or would be unduly
prejudicial to Holders not joining in such direction. (Section 512)
The Indenture contains provisions entitling the Trustee, subject to the duty
of the Trustee during the continuance of an Event of Default to act with the
required standard of care, to be indemnified by the Holders of Debentures
before proceeding to exercise any right or power under the Indenture at the
request of the Holders of Debentures. (Sections 601 and 603)
The Indenture also provides that the Trustee will, within 90 days after the
occurrence of a default in respect of the Debentures known to it, give to the
Holders of the Debentures notice of such default; provided, however, that,
except in the case of a default in the payment of the principal of or interest
on any Debentures, the Trustee will be protected in withholding such notice if
it in good faith determines that the withholding of such notice is in the
interest of the Holders of the Debentures; and, provided, further, that such
notice shall not be given until at least 30 days after the occurrence of an
Event of Default in connection with the failure to perform or breach of any
covenant of the Company under the Indenture. The term default for the
foregoing purpose means an event which is, or after notice or lapse of time or
both would become, an Event of Default. (Section 602)
10
<PAGE>
The Indenture requires the Company to file annually with the Trustee a
certificate, executed by a designated officer of the Company, stating to the
best of the officer's knowledge that the Company is not in default under
certain covenants under the Indenture or, if the officer has knowledge that
the Company is in such default, specifying such default. (Section 1007)
MODIFICATION AND WAIVER
The Indenture provides that the Company and the Trustee may, without the
consent of any Holders of the Debentures, enter into supplemental indentures
for the purposes, among other things, of adding to the Company's covenants,
adding additional Events of Default, or curing ambiguities or inconsistencies
in the Indenture if such action will not adversely affect the interests of the
Holders of the Outstanding Debentures in any material respect. (Section 901)
The Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
principal amount of the Outstanding Debentures, to enter into one or more
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or modifying in any manner
the rights of the Holders of the Debentures, except that no such modification
or amendment may, without the consent of the Holders of each of the
Outstanding Debentures affected thereby, among other things, (i) change the
Stated Maturity of the principal of or interest on any Debenture; (ii) reduce
the principal amount thereof or the rate of interest thereon; (iii) change the
Place of Payment where, or the coin or currency in which, the principal of any
Debenture or any interest thereon is payable; (iv) impair the right to
institute suit for the enforcement of any such payment on or with respect to
any Debenture on or after the Stated Maturity thereof; (v) reduce the
percentage in principal amount of the Outstanding Debentures, the consent of
whose Holders is required for any such modification or amendment of the
Indenture or for any waiver of compliance with certain provisions of, or of
certain defaults under, the Indenture; or (vi) modify the foregoing
requirements. (Section 902)
The Holders of a majority in principal amount of the Outstanding Debentures
may on behalf of the Holders of all Debentures waive compliance by the Company
with certain restrictive provisions of the Indenture. (Section 1008) The
Holders of a majority in principal amount of the Outstanding Debentures may on
behalf of the Holders of all Debentures waive any past default under the
Indenture and its consequences, except a default in the payment of the
principal of or any interest on any Debenture or in respect of a provision
which under the Indenture cannot be modified or amended without the consent of
the Holder of each Outstanding Debenture affected. (Section 513)
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Indenture provides that the Company, without the consent of the Holders
of any of the Outstanding Debentures, may consolidate with or merge into any
other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person or may permit any Person to
consolidate with or merge into the Company; provided, that (i) the successor,
transferee or lessee is organized under the laws of any United States
jurisdiction; (ii) the successor, transferee or lessee, if other than the
Company, expressly assumes the Company's obligations under the Indenture and
the Debentures; (iii) after giving effect to the transaction, no Event of
Default and no event which after notice or lapse of time or both would become
an Event of Default shall have occurred and be continuing; and (iv) certain
other conditions are met. (Section 801)
Upon any consolidation by the Company with, or merger by the Company into,
any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with the
preceding paragraph, the successor formed by such consolidation or into which
the Company is merged or the transferee or lessee to which such conveyance,
transfer or lease is made will succeed to, and be substituted for, and may
exercise every right and power of, the
11
<PAGE>
Company under the Indenture, and thereafter, except in the case of a lease,
the predecessor (if still in existence) will be relieved of all obligations
and covenants under the Indenture and the Debentures. (Section 802)
DEFEASANCE
The Company (i) will be discharged from any and all obligations in respect
of the Debentures (except for certain obligations to register the transfer of
Debentures or the exchange of Debentures to replace destroyed, stolen, lost or
mutilated Debentures, and to maintain Paying Agents and hold moneys for
payment in trust) ("legal defeasance") or (ii) will be released from its
obligations with respect to the Debentures under the covenants described under
"Restrictive Covenants" and "Consolidation, Merger and Sale of Assets", and
the occurrence of an event described in clause (iii) under "Events of Default
and Notice" above with respect to any defeased covenant shall no longer be an
Event of Default if, in either case, the Company deposits with the Trustee, in
trust, money or U.S. Government Obligations that through the payment of
interest thereon and principal thereof in accordance with their terms will
provide money in an amount sufficient to pay all the principal of and interest
on the Debentures on the dates such payments are due in accordance with the
terms of the Debentures. Such a trust may only be established if, among other
things, (a) no Event of Default or event which with notice or lapse of time or
both would become an Event of Default shall have occurred and be continuing on
the date of such deposit, (b) no Event of Default described under clause (v)
under "Events of Default and Notice" above or event which with the giving of
notice or lapse of time or both would become an Event of Default described
under such clause (v) shall have occurred and be continuing at any time during
the period ending on the 123rd day following such date of deposit, and (c) the
Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Holders will not recognize income, gain or loss for Federal
income tax purposes as a result of such deposit or defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and at
the same times as if such defeasance had not occurred. Such opinion, in the
case of a legal defeasance, must refer to and be based upon a ruling of the
Internal Revenue Service or a change in applicable federal income tax law
occurring after the date of the Indenture. In the event the Company omits to
comply with its remaining obligations under the Indenture after a defeasance
of the Indenture as described under clause (ii) above and the Debentures are
declared due and payable because of the occurrence of any undefeased Event of
Default, the amount of money and U.S. Government Obligations on deposit with
the Trustee may be insufficient to pay amounts due on the Debentures at the
time of the acceleration resulting from such Event of Default. However, the
Company will remain liable in respect of such payments. (Section 403)
BOOK-ENTRY SYSTEM
The Debentures will be issued in the form of one or more registered
securities (each a "Global Debenture") which will be deposited with, or on
behalf of, the Depositary and registered in the name of the Depositary or the
Depositary's nominee. Except as set forth below, the Global Debenture may be
transferred, in whole and not in part, only to the Depositary, a nominee of
the Depositary, a successor to the Depositary or a nominee of that successor.
(Sections 303, 305)
The Depositary has advised the Company as follows: The Depositary is a
limited-purpose trust company organized under the laws of the State of New
York, a "banking organization" within the meaning of the New York Banking Law,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the 1934 Act. The
Depositary was created to hold securities of institutions that have accounts
with the Depositary ("participants") and to facilitate the clearance and
settlement of securities transactions among its participants in such
securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need
12
<PAGE>
for physical movement of securities certificates. The Depositary's
participants include securities brokers and dealers (including the
Underwriters), banks, trust companies, clearing corporations and certain other
organizations, some of whom (and/or their representatives) own the Depositary.
Access to the Depositary's book-entry system is also available to others such
as banks, brokers, dealers and trust companies that clear through or maintain
a custodial relationship with a participant, either directly or indirectly.
Upon the issuance of the Global Debenture, the Depositary will credit, on
its book-entry registration and transfer system, the respective principal
amounts of the Debentures represented by such Global Debenture to the accounts
of participants. The accounts to be credited will be designated by the
Underwriters of the Debentures. Ownership of beneficial interests in the
Global Debenture will be limited to participants or persons that may hold
beneficial interests through participants. Ownership of beneficial interests
in the Global Debenture will be shown on, and the transfer of those ownership
interests will be effected only through, records maintained by the Depositary
(with respect to participants' interests) or such participants (with respect
to the owners of beneficial interests in the Global Debenture). The laws of
some jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such laws may impair the
ability to transfer beneficial interests in the Global Debenture.
So long as the Depositary, or its nominee, is the registered holder and
owner of the Global Debenture, the Depositary or such nominee, as the case may
be, will be considered the sole owner and holder of the related Debentures for
all purposes of such Debentures and for all purposes under the Indenture.
Except as set forth below, owners of beneficial interests in the Global
Debenture will not be entitled to have the Debentures represented by such
Global Debenture registered in their names, will not receive or be entitled to
receive physical delivery of certificated Debentures in definitive form and
will not be considered to be the owners or holders of any Debentures under the
Indenture or the Global Debenture. Accordingly, each person owning a
beneficial interest in the Global Debenture must rely on the procedures of the
Depositary and, if such person is not a participant, on the procedures of the
participant through which such person owns its beneficial interest, to
exercise any rights of a holder of Debentures under the Indenture or the
Global Debenture. The Company understands that under existing industry
practice in the event the Company requests any action of holders of Debentures
or an owner of a beneficial interest in the Global Debenture desires to take
any action that the Depositary, as the holder of the Global Debenture, is
entitled to take, the Depositary would authorize the participants to take such
action, and the participants would authorize beneficial owners owning through
such participants to take such action or would otherwise act upon the
instructions of beneficial owners owning through them.
Payment of principal of and interest on Debentures represented by the Global
Debenture registered in the name of or held by the Depositary or its nominee
will be made to the Depositary or its nominee, as the case may be, as the
registered owner and holder of the Global Debenture.
The Company expects that the Depositary, upon receipt of any payment of
principal or interest in respect of the Global Debenture, will immediately
credit participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the Global
Debenture as shown on the records of the Depositary. The Company also expects
that payments by participants to owners of beneficial interests in the Global
Debenture held through such participants will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such participants. Neither the Company nor the
Trustee will have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interests in the Global Debenture or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests or for any other
aspect of the relationship between the Depositary and its participants or the
relationships between such participants and the owners of beneficial interests
in the Global Debenture owning through such participants.
13
<PAGE>
The Debentures represented by the Global Debenture may be exchanged for
individual certificated Debentures in definitive form in denominations of
$1,000 and any integral multiple thereof if (i) the Depositary notifies the
Company that it is unwilling or unable to continue as depositary for the
Global Debenture or if at any time the Depositary ceases to be a clearing
agency registered under the 1934 Act, (ii) the Company in its sole discretion
at any time determines not to have all of the Debentures represented by the
Global Debenture and notifies the Trustee thereof, or (iii) an Event of
Default has occurred and is continuing with respect to the Debentures. Any
Debenture that is exchangeable pursuant to the preceding sentence will be
exchanged for certificated Debentures issued in authorized denominations and
registered in such names as the Depositors shall direct. (Section 305)
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Debentures will be made in immediately available funds.
All payments of principal and interest will be made by the Company in
immediately available funds so long as the Debentures are represented by
Global Debentures.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing house or next-day funds. In contrast, the
Debentures will trade in the Depositary's Same-Day Funds Settlement System,
and secondary market trading in the Debentures will therefore be required by
the Depositary to settle in immediately available funds. No assurance can be
given as to the effect, if any, of settlement in immediately available funds
on trading in the Debentures.
CONCERNING THE TRUSTEE
The Chase Manhattan Bank (National Association) will act as Trustee under
the Indenture and is a member of the syndicate for the Company's revolving
credit agreement. The Trustee maintains an office at 4 Chase MetroTech Center,
3rd Floor, Brooklyn, New York for the transfer and exchange of and the payment
of principal of and interest on the Debentures.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
the Company has agreed to sell to each of the Underwriters named below, and
each of the Underwriters has severally agreed to purchase, the respective
principal amount of Debentures set forth opposite its name below.
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT OF DEBENTURES
----------- --------------------
<S> <C>
Goldman, Sachs & Co..................................... $ 60,000,000
CS First Boston Corporation............................. 45,000,000
Salomon Brothers Inc.................................... 45,000,000
------------
Total................................................. $150,000,000
============
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and to pay for all of the Debentures, if
any are taken.
The Underwriters propose to offer the Debentures in part directly to retail
purchasers at the initial public offering price set forth on the cover page of
this Prospectus and in part to certain securities dealers at such price less a
concession of 0.50% of the principal amount of the Debentures. The
Underwriters may allow, and such dealers may reallow, a concession not to
exceed 0.25% of the principal amount of the Debentures to certain brokers and
dealers. After the Debentures are released for sale to the public, the
offering price and other selling terms may from time to time be varied by the
Underwriters.
14
<PAGE>
Settlement for the Debentures will be made in immediately available funds
and secondary trading in the Debentures will settle in immediately available
funds. See "Description of Debentures--Same-Day Settlement and Payment".
The Debentures are a new issue of securities with no established trading
market. The Company has been advised by the Underwriters that they intend to
make a market in the Debentures but are not obligated to do so and may
discontinue market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for the Debentures.
The Company has agreed to indemnify the Underwriters against certain civil
liabilities, including liabilities under the 1933 Act.
VALIDITY OF SECURITIES
The valid issuance of the Debentures will be passed upon for the Company by
Jon D. Walton, Vice President-General Counsel and Secretary of the Company.
The validity of the Debentures will be passed upon for the Underwriters by
Sullivan & Cromwell, New York, New York. Certain legal matters with respect to
the Debentures will be passed upon for the Company by Kirkpatrick & Lockhart
LLP, Pittsburgh, Pennsylvania. Mr. Walton beneficially owns 37,817 shares of
Common Stock of the Company and presently exercisable options to purchase
27,500 shares of Common Stock of the Company. Mr. Charles J. Queenan, Jr., a
partner of Kirkpatrick & Lockhart LLP, owns 693,057 shares of Common Stock of
the Company and is a director of the Company.
EXPERTS
The consolidated financial statements of the Company for the year ended
January 1, 1995 incorporated by reference in this Prospectus from the 1994
Form 10-K have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon incorporated by reference therein and
incorporated herein by reference. The information under the caption "Selected
Consolidated Financial Data" for each of the five years in the period ended
January 1, 1995, included elsewhere herein, has been derived from consolidated
financial statements audited by Ernst & Young LLP, as set forth in their
report appearing elsewhere herein. Such financial statements and selected
consolidated financial data have been incorporated herein by reference and
included herein, respectively, in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
REPORT OF INDEPENDENT AUDITORS ON SELECTED CONSOLIDATED FINANCIAL DATA
We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements of Allegheny Ludlum Corporation for each
of the five years in the period ended January 1, 1995 (none of which are
presented herein). We expressed unqualified opinions on the aforementioned
consolidated financial statements. In our opinion, the information set forth
in the selected consolidated financial data for each of the five years in the
period ended January 1, 1995, appearing on page 4, is fairly stated in all
material respects in relation to the consolidated financial statements from
which it has been derived.
Ernst & Young LLP
Pittsburgh, Pennsylvania
January 30, 1995
15
<PAGE>
===============================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DE-
SCRIBED IN THIS PROSPECTUS OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITA-
TION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents
by Reference.............................................................. 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Capitalization............................................................. 3
Selected Consolidated Financial Data....................................... 4
Management's Discussion and Analysis
of Financial Condition and Results
of Operations............................................................. 5
Description of Debentures.................................................. 7
Underwriting............................................................... 14
Validity of Securities..................................................... 15
Experts.................................................................... 15
Report of Independent Auditors on Selected Consolidated Financial Data..... 15
</TABLE>
===============================================================================
===============================================================================
$150,000,000
ALLEGHENY LUDLUM CORPORATION
6.95% DEBENTURES DUE DECEMBER 15, 2025
------------
[LOGO OF ALLEGHENY LUDLUM CORPORATION]
------------
GOLDMAN, SACHS & CO.
CS FIRST BOSTON
SALOMON BROTHERS INC
===============================================================================
