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Page 1 of 22 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ALLEGHENY TELEDYNE INCORPORATED
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
017415 10 0
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(CUSIP Number)
Jon D. Walton, Esq. Vice President-General Counsel and
Secretary, Allegheny Teledyne Incorporated
1000 Six PPG Place, Pittsburgh, PA 15222-5479 (412) 394-2836
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 15, 1996
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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 [X].
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
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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
---
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 16,292,113
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 43,328
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 16,248,785
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,292,113
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
[X]
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4
---
14. TYPE OF REPORTING PERSON IN
--
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Schedule 13D
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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
---
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.
------
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 16,248,785
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,263,785
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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) 9.4
---
14. TYPE OF REPORTING PERSON IN
--
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Schedule 13D
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Item 1. Security and Issuer.
This Statement relates to 16,307,113 shares (the
"Shares") of the Common Stock, par value $0.10 per share ("ATI
Common Stock"), of Allegheny Teledyne Incorporated, a Delaware
corporation (the "Company" or "ATI"). The principal executive
offices of the Company are located at 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 (together, 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 and Chairman of the Executive Committee of
ATI 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 to 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.
On August 15, 1996, the "Combination," as defined in
the Agreement and Plan of Merger and Combination referred to in
Item 7 and filed as Exhibit A hereto (the "Combination
Agreement"), occurred. At the effective time of the Combination
(the "Effective Time"), each outstanding share of the common
stock of Allegheny Ludlum Corporation ("ALC"), par value $0.10
share ("ALC Common Stock"), was converted into the right to
receive one share of ATI Common Stock. At the Effective Time,
the Reporting Persons owned in the aggregate 16,307,113 shares of
ALC Common Stock and, accordingly, became entitled to receive the
Shares as a result of the occurrence of the Combination. The
Reporting Persons had previously reported their ownership of the
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Schedule 13D
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shares of ALC Common Stock referred to above on a Schedule 13D
dated July 14, 1988, as amended.
Item 4. Purpose of Transaction.
The Reporting Persons hold the securities reported in
Item 5(a) for personal estate planning and investment purposes.
The Reporting Persons, as shareholders, will periodically review
and evaluate the market for ATI 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 decrease
their investment in ATI Common Stock through sales in the open
market, gifts or otherwise.
In the performance of his duties of Chairman of the
Board and Chairman of the Executive Committee of the Company, Mr.
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, however, would be subject to consideration and
approval by the Board of Directors of the Company.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own an
aggregate of 16,307,113 shares of the ATI Common Stock,
representing approximately 9.4% of the total number of the issued
and outstanding shares of ATI Common Stock (based on the
information contained in the Prospectus of ATI dated July 17,
1996 and issued in connection with the respective special
meetings of the stockholders of ALC and Teledyne, Inc., held on
August 15, 1996, to vote on the Combination Agreement).
(b) Mr. and Mrs. Simmons own 16,248,785 shares of ATI
Common Stock jointly. Mr. Simmons has the sole power to direct
the voting of the jointly owned shares, and Mr. and Mrs. Simmons
share the power to direct the disposition of such shares. A
total of 29,328 shares of ATI Common Stock (the "RSP Shares") had
been credited to Mr. Simmons's account in the Allegheny Ludlum
Retirement Savings Plan (the "Plan") as of May 31, 1996, the
latest date for which information is currently available. Mr.
Simmons has sole voting and investment power with respect to the
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Schedule 13D
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RSP Shares, subject to certain limitations on his investment
power under the terms of the Plan. In addition, Mr. Simmons is
the sole beneficial owner of 14,000 shares of ATI Common Stock,
and Mrs. Simmons is the sole beneficial owner of 15,000 shares of
ATI Common Stock.
(c) The Reporting Persons have not effected any
transactions relating to ATI Common Stock within the past sixty
days. See Item 3 regarding the occurrence of the Combination.
(d) The R. P. Simmons Family Foundation (the
"Foundation") holds 140,500 shares of ATI Common Stock as a
result of the Combination, representing less than one percent of
the issued and outstanding shares of ATI Common Stock. These
shares have not been included in Items 5(a), (b) and (c). 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 direct the
disposition of such shares, he disclaims any beneficial ownership
of such shares. The filing of this Statement shall not be
construed as an admission that Mr. Simmons is the beneficial
owner of any of such shares for the purpose 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) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Company.
(1) Richard P. Simmons and Dorothy P. Simmons are
husband and wife. The Irrevocable Proxy and Voting Agreement
dated July 8, 1988, and filed as Exhibit B hereto, confers upon
Richard P. Simmons the sole power to vote the shares of ALC
Common Stock jointly owned by the Reporting Persons. This
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Schedule 13D
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Agreement now applies instead to the shares of ATI 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.
(2) On October 5, 1994, the Reporting Persons made a
pledge of 3,000,000 shares of ALC Common Stock to The Northern
Trust Company as collateral security for one or more loans that
may be made to the Reporting Persons. After the Combination, the
ALC Common Stock pledged was replaced by 3,000,000 shares of ATI
Common Stock. 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, 1996, 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.
(3) Pursuant to the Combination Agreement, Mr. Simmons
entered into an agreement with the Company dated August 15, 1996
(the "Affiliate Agreement") under which he has agreed, among
other things: (i) to comply with those restrictions on the
transfer of the Shares that are applicable, under the Securities
Act of 1933 and the rules and regulations of the Securities and
Exchange Commission ("SEC") promulgated thereunder, including
Rule 145, to persons who were affiliates of ALC at the time the
Combination Agreement was submitted to a vote of ALC's
shareholders; and (ii) not to dispose of any Shares until after
such time as results covering at least thirty days of combined
operations of ALC and Teledyne, Inc. have been published by the
Company within the meaning of Section 201.01 of the SEC's
Codification of Financial Reporting Policies. The foregoing
summary of certain provisions of the Affiliate Agreement is
subject in its entirety to the full text of the form thereof,
which is filed as Exhibit C hereto.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Agreement and Plan of Merger and Combination dated
as of April 1, 1996, as amended and restated,
among Allegheny Teledyne Incorporated, Allegheny
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Schedule 13D
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Ludlum Corporation, ALS Merger Corporation,
Teledyne, Inc., and TDY Merger, Inc.
Exhibit B. Irrevocable Proxy and Voting Agreement of Joint
Holders dated July 8, 1988 by and between
Richard P. Simmons and Dorothy P. Simmons.
Exhibit C. Affiliate Agreement dated August 15, 1996, between
Richard P. Simmons and Allegheny Teledyne
Incorporated.
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Schedule 13D
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SIGNATURE
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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.
Date: August 21, 1996 /s/Richard P. Simmons
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Richard P. Simmons
Date: August 21, 1996 /s/Dorothy P. Simmons
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Dorothy P. Simmons
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Schedule 13D
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EXHIBIT INDEX
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Exhibit Description Page
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Exhibit A. Agreement and Plan of Merger and Combination *
dated as of April 1, 1996, as amended
and restated, among Allegheny
Teledyne Incorporated, Allegheny
Ludlum Corporation, ALS Merger
Corporation, Teledyne, Inc., and TDY
Merger, Inc.
Exhibit B. Irrevocable Proxy and Voting Agreement 11
of Joint Holders dated July 8, 1988 by
and between Richard P. Simmons and
Dorothy P. Simmons.
Exhibit C. Form of Affiliate Agreement. 19
-------------------
* This exhibit is incorporated by reference to Exhibit 2.1 to
the Registration Statement of ATI on Form S-4, Registration
No. 333-8235.
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Schedule 13D
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EXHIBIT B.
IRREVOCABLE PROXY AND
VOTING AGREEMENT OF JOINT HOLDERS
MADE AND ENTERED INTO this 8th day of July, 1988, by
and between DOROTHY P. SIMMONS, of Sewickley, Allegheny County,
Pennsylvania, and RICHARD P. SIMMONS, of Sewickley, Allegheny
County, Pennsylvania.
WITNESSETH THAT:
WHEREAS, RICHARD P. SIMMONS is individually the owner
of 6,113,750 shares of the Common Stock of Allegheny Ludlum
Corporation, a Pennsylvania corporation (the "Corporation"),
represented by the stock certificates listed opposite his name on
Exhibit "A" attached hereto; and
WHEREAS, DOROTHY P. SIMMONS is individually the owner
of 500,000 shares of the Common Stock of the Corporation 25
represented by the stock certificate listed opposite her name on
the said Exhibit "A" and
WHEREAS, the parties hereto are simultaneously with the
execution of this instrument transferring all the shares of the
Common Stock of the Corporation owned by them and evidenced by
the stock certificates listed opposite their names on the said
Exhibit "A" so that they are joint owners as tenants by the
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Schedule 13D
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entireties of all 6,613,750 shares of the Common Stock of the
Corporation, such shares to be reissued as such and represented
by the stock certificates listed on Exhibit "B" hereto; and
WHEREAS, the parties desire that said shares (and
certain other shares hereinafter described) be held jointly by
them under and subject to and on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and of
One Dollar ($1.00) in hand paid by each of the parties hereto to
the other, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the
parties hereto covenant and agree each with the other as follows:
1. As used herein, all references to the "Shares"
shall mean the above-recited shares of the presently-outstanding
Common Stock, par value $.10 per share, of the Corporation, owned
jointly by the parties hereto, and shall also mean and include
any and all shares of the capital stock of the Corporation (or
any successor thereto), whether now or hereafter authorized or
issued, which shall have general voting rights with respect to
the election of directors of the Corporation (or such successor)
and which shall be received by the parties hereto as a
distribution or dividend on said shares or into which said shares
shall be subdivided, combined or reclassified, converted or
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Schedule 13D
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exchanged, including, without limitation, any shares which shall
be received by the parties in exchange for shares of the
Corporation (or such successor) as the result of (i) a merger or
consolidation of the Corporation (or such successor) with any
other corporation, or (ii) a reorganization of the Corporation
(or such successor).
2. The undersigned, DOROTHY P. SIMMONS, has
irrevocably constituted and appointed and by these presents does
hereby irrevocably constitute and appoint the undersigned joint
owner of the Shares, RICHARD P. SIMMONS, as attorney-in-fact and
proxy of the said DOROTHY P. SIMMONS in any and all matters and
things whatsoever in any manner touching or relating to the
exercise of any and all voting rights which the said DOROTHY P.
SIMMONS may now or hereafter have with respect to any and all of
the Shares, hereby granting to said attorney and proxy full power
and authority in the name of the said DOROTHY P. SIMMONS to do
and perform each and every act and thing, and to make, execute,
acknowledge, seal and deliver each and every document and
instrument, which may be requisite or proper to effectuate any
matter or thing whatsoever relating to the exercise of said
voting rights, in the sole discretion of said attorney and proxy,
as fully and with the same effect as the said DOROTHY P. SIMMONS
might or could do if personally present and competently acting.
Without limiting the generality of the foregoing, the said
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Schedule 13D
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attorney and proxy shall have full power and authority to attend
meetings of the shareholders of the Corporation, to vote or
abstain from voting any or all of the Shares on any and all
matters whether or not said proxy and attorney shall have any
interest therein, to give or refrain from giving written consent
to any and all actions proposed to be taken by the shareholders
of the Corporation, to exercise any or all the rights, powers and
authority herein granted through one or more agents, and to
appoint and remove the same at will. The said DOROTHY P. SIMMONS
hereby irrevocably ratifies and confirms all that said attorney
and proxy (or any such agent) may do pursuant to this Agreement.
The undersigned, RICHARD P. SIMMONS, has accepted and does hereby
accept appointment as attorney-in-fact and proxy on the terms and
conditions set in this agreement.
3. The said DOROTHY P. SIMMONS and RICHARD P. SIMMONS
shall have and may from time to time exercise all the rights,
powers and authority of joint owners of the Shares, except as
provided in this Agreement, including but not limited to the
power to transfer and convey any or all of the Shares from time
to time, free and clear of this Agreement.
4. This agreement and the rights, powers and authority
granted herein are coupled with an interest, cannot be revoked,
terminated or amended by the voluntary act of either of the
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Schedule 13D
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parties hereto, by operation of law, or otherwise, and shall not
be affected by any change in marital status, by any incompetency
or disability or by any uncertainty as to the death of either of
the parties hereto.
5. This agreement and the rights, powers and authority
granted herein shall continue in full force and effect until the
death of either of the parties hereto, whereupon the same shall
terminate and be of no further force or effect.
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Schedule 13D
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IN WITNESS WHEREOF, the parties hereto have hereunto
set their hands and seals, intending to be legally bound hereby,
the day and year first above written.
Witness:
/s/ Paul W. Schwendeman /s/ Dorothy P. Simmons (SEAL)
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Dorothy P. Simmons
/s/ Paul W. Schwendeman /s/ Richard P. Simmons (SEAL)
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Richard P. Simmons
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Schedule 13D
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Exhibit A
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6,113,750 shares of the
Common Stock of Allegheny
Ludlum Corporation owned
individually by Richard P.
Simmons, represented by
certificates numbered: P1478 P1493
P1479 P1494
P1480 P1495
P1481 P1496
P1482 P1497
P1483 P1498
P1486 P1499
P1490 P1500
P1491 P1501
P1492 P1502
500,000 shares of the Common
Stock of Allegheny Ludlum
Corporation owned
individually by Dorothy P.
Simmons, represented by
certificate numbered: P1880
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Schedule 13D
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Exhibit B
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6,613,750 shares of the
Common Stock of Allegheny
Ludlum Corporation owned by
Richard P. Simmons and
Dorothy P. Simmons as joint
tenants by the entireties,
represented by certificates
numbered: P2327 P2337
P2328 P2338
P2329 P2339
P2330 P2340
P2331 P2341
P2332 P2342
P2333 P2343
P2334 P2344
P2335 P2345
P2336 P2346
P2347
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Schedule 13D
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Exhibit C.
August 15, 1996
Allegheny Teledyne Incorporated
1000 Six PPG Place
Pittsburgh, Pennsylvania 15222
Ladies and Gentlemen:
The undersigned has been advised that as of the date
hereof the undersigned may be deemed to be an "affiliate" of
Allegheny Ludlum Corporation, a Pennsylvania corporation ("ALC"),
or Teledyne, Inc., a Delaware corporation ("TI"), as the term
"affiliate" is (i) defined for purposes of paragraphs (c) and (d)
of Rule 145 of the Rules and Regulations (the "Rules and
Regulations") of the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Act"), and/or (ii) used in and for purposes of Accounting Series
Releases 130 and 135, as amended, of the Commission. Pursuant to
the terms of the Agreement and Plan of Merger and Combination,
dated as of April 1, 1996, as amended and restated (the
"Agreement"), among Allegheny Teledyne Incorporated, a Delaware
corporation ("ATI"), ALC, ALS Merger Corporation, TI and TDY
Merger, Inc., at the Effective Time (as defined in the Agreement)
ALC and TI will each become a wholly owned subsidiary of ATI.
As a result of the Combination (as defined in the
Agreement), the undersigned may receive shares of Common Stock,
par value $0.10 per share ("ATI Common Stock"), of ATI. The
undersigned would receive such shares in exchange for shares of
Common Stock, par value $0.10 per share, of ALC or shares of
Common Stock, par value $1.00 per share, of TI owned by the
undersigned.
The undersigned hereby represents and warrants to, and
covenants with, ATI that in the event the undersigned receives
any ATI Common Stock in the Combination:
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Schedule 13D
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Allegheny Teledyne Incorporated
August 15, 1996
(A) The undersigned shall not make any sale, transfer
or other disposition of the ATI Common Stock in violation of
the Act or the Rules and Regulations.
(B) The undersigned has carefully read this letter and
discussed its requirements and other applicable limitations
upon the undersigned's ability to sell, transfer or
otherwise dispose of the ATI Common Stock, to the extent the
undersigned has felt it necessary, with the undersigned's
counsel.
(C) The undersigned has been advised that the issuance
of shares of ATI Common Stock to the undersigned in the
Combination has been registered under the Act by a
Registration Statement on Form S-4. However, the
undersigned has also been advised that because (i) at the
time of the Combination's submission for a vote of the
stockholders of ALC or TI the undersigned may be deemed an
affiliate of ALC or TI, as the case may be, and (ii) the
distribution by the undersigned of the ATI Common Stock has
not been registered under the Act, the undersigned may not
sell, transfer or otherwise dispose of ATI Common Stock
issued to the undersigned in the Combination unless (a) such
sale, transfer or other disposition has been registered
under the Act, (b) such sale, transfer or other disposition
is made in conformity with the volume and other applicable
limitations imposed by Rule 145 under the Act, or (c) in the
opinion of counsel reasonably acceptable to ATI, such sale,
transfer or other disposition is otherwise exempt from
registration under the Act.
(D) The undersigned understands that ATI will be under
no obligation to register the sale, transfer or other
disposition of the ATI Common Stock by the undersigned or on
the undersigned's behalf under the Act or to take any other
action necessary in order to make compliance with an
exemption from such registration available.
(E) The undersigned understands that stop transfer
instructions will be given to ATI's transfer agent with
respect to the ATI Common Stock owned by the undersigned and
that there may be placed on the certificates for the ATI
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Schedule 13D
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Allegheny Teledyne Incorporated
August 15, 1996
Common Stock issued to the undersigned, or any substitutions
therefor, a legend stating in substance:
"The shares represented by this
certificate were issued in a transaction to
which Rule 145 under the Securities Act of
1933 applies. The shares represented by this
certificate may only be transferred in
accordance with the terms of a letter
agreement dated August 15, 1996, a copy of
which agreement is on file at the principal
offices of Allegheny Teledyne Incorporated."
(F) The undersigned also understands that unless the
transfer by the undersigned of the undersigned's ATI Common
Stock has been registered under the Act or is a sale made in
conformity with the provisions of this letter, ATI reserves
the right, in its sole discretion, to place the following
legend on the certificates issued to any transferee of
shares from the undersigned:
"The shares represented by this
certificate have not been registered under
the Securities Act of 1933 and were acquired
from a person who received such shares in a
transaction to which Rule 145 under the
Securities Act of 1933 applies. The shares
have been acquired by the holder not with a
view to, or for resale in connection with,
any distribution thereof within the meaning
of the Securities Act of 1933 and may not be
offered, sold, pledged or otherwise
transferred except in accordance with an
exemption from the registration requirements
of the Securities Act of 1933."
It is understood and agreed that the legend set forth
in paragraph E or F above shall be removed by delivery of
substitute certificates without such legend if the undersigned
shall have delivered to ATI (i) a copy of a letter from the staff
of the Commission, or an opinion of counsel, in form and
substance reasonably satisfactory to ATI to the effect that such
legend is not required for purposes of the Act or (ii) reasonably
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Schedule 13D
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Allegheny Teledyne Incorporated
August 15, 1996
satisfactory evidence or representations that the shares
represented by such certificates are being or have been
transferred in a transaction made in conformity with the
provisions of Rule 145.
The undersigned further represents and warrants to, and
covenants with, ATI that the undersigned did not, within the 30
days prior to the Effective Time (as defined in the Agreement),
sell, transfer or otherwise dispose of any shares of the Common
Stock of either ALC or TI held by the undersigned, and that the
undersigned will not sell, transfer or otherwise dispose of the
ATI Common Stock received by the undersigned in the Combination
until after such time as results covering at least 30 days of
combined operations of ALC and TI have been published by ATI
within the meaning of Section 201.01 of the Commission's
Codification of Financial Reporting Policies.
Very truly yours,
Acknowledged this ____ day
of August, 1996.
ALLEGHENY TELEDYNE INCORPORATED
By: _______________________
Name:
