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Page 1 of 19 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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)
Jon D. Walton, Esq. Vice President-General Counsel and
Secretary, Allegheny Ludlum Corporation
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)
April 1, 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 [ ].
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. 9)
CUSIP No. 016900 10 2 Page 2 of 19 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
---
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 29,112
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 16,262,785
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 29,112
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 16,262,785
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,291,897
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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) 24.7
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14. TYPE OF REPORTING PERSON IN
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Schedule 13D
(Amendment No. 9)
CUSIP No. 016900 10 2 Page 3 of 19 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
---
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
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NUMBER OF 7. SOLE VOTING POWER 15,000
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 15,000
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 16,248,785
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 [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.6
----
14. TYPE OF REPORTING PERSON IN
--
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Schedule 13D
(Amendment No. 9)
CUSIP No. 016900 10 2 Page 4 of 19 pages
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Items 4, 5, 6 and 7 of Schedule 13D of the undersigned (the
"Reporting Persons"), dated July 14, 1988, as amended, are
amended to read in their entirety as follows. (Except as
otherwise indicated, share information herein reflects the 3-for-
2 stock split effected July 2, 1990 and the 2-for-1 stock split
effected July 1, 1993.)
Item 4. PURPOSE OF TRANSACTION
(a) The Reporting Persons acquired joint ownership of
the securities reported in Item 5(a) for personal estate planning
purposes. Richard P. Simmons acquired the securities reported
in Item 5(b) for personal investment purposes in accordance with
the provisions of the Allegheny Ludlum Retirement Savings Plan.
(b) On July 8, 1988 (i) Richard P. Simmons transferred
by gift 6,113,750 shares of Company Common Stock to the Reporting
Persons as tenants by the entireties, (ii) Dorothy P. Simmons
transferred by gift 500,000 shares of Company 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 "Voting Agreement") whereby
Richard P. Simmons acquired the sole power to vote all of said
shares. A copy of the Voting 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.)
(c) This Amendment to Schedule 13D is being filed in
connection with the Agreement and Plan of Merger and Combination
dated as of April 1, 1996 (the "Combination Agreement"), among
XYZ/Power, Inc., a Delaware corporation subsequently renamed
Allegheny Teledyne Incorporated ("ATI"), the Company, and
Teledyne, Inc., a Delaware corporation ("Teledyne"), which
provides, among other things, that upon the terms and subject to
the conditions thereof, at the "Effective Time" (as defined in
the Combination Agreement) the Company and Teledyne will each
become a wholly-owned subsidiary of ATI (the "Combination").
A COPY OF THE COMBINATION AGREEMENT, FILED AS EXHIBIT
2.1 TO THE CURRENT REPORT ON FORM 8-K DATED APRIL 2, 1996 OF
ALLEGHENY LUDLUM CORPORATION, IS INCORPORATED HEREIN BY
REFERENCE. THE DESCRIPTION OF SUCH AGREEMENT IN THIS AMENDMENT
TO SCHEDULE 13D IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
COMPLETE TEXT OF SUCH EXHIBIT.
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Schedule 13D
(Amendment No. 9)
CUSIP No. 016900 10 2 Page 5 of 19 pages
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At the Effective Time, the Certificate of Incorporation
and Bylaws of ATI will be amended and restated in their entirety
to read as set forth in Annexes A and B, respectively, to the
Combination Agreement. Reference is hereby made to the complete
text of the provisions of such proposed Certificate of
Incorporation and Bylaws set forth in Annexes A and B.
By virtue of the Combination, (i) each issued and
outstanding share of Company Common Stock (other than shares
issued and held in the treasury of the Company or owned of record
by Teledyne, the merger subsidiary of Teledyne or any direct or
indirect subsidiary thereof) will be converted into and will
become one share of ATI Common Stock, par value $.10 per share
("ATI Common Stock"), and (ii) each issued and outstanding share
of Teledyne Common Stock (other than shares issued and held in
the treasury of Teledyne or owned of record by the Company, the
merger subsidiary of the Company or any direct or indirect
subsidiary thereof) will be converted into and will become 1.925
shares of ATI Common Stock (although cash will be paid in lieu of
the issuance of fractional shares). Upon consummation of the
Combination, the Company Common Stock will be delisted from the
New York Stock Exchange and withdrawn from registration under the
Securities Exchange Act of 1934. Among the conditions to the
obligation of each party to the Combination Agreement to effect
the Combination is the approval of the shares of ATI Common Stock
to be issued in the Combination for listing on the New York Stock
Exchange upon official notice of issuance. Consummation of the
Combination is conditioned upon approval by the shareholders of
the Company, as well as other conditions set forth in the
Combination Agreement.
It is anticipated that, following the consummation of
the Combination, dividends on the ATI Common Stock will initially
be paid at the annual rate of $.64 per share.
Upon consummation of the Combination, it is expected
that the Board of Directors of ATI will consist of Richard P.
Simmons as Chairman of the Board and Chairman of the Executive
Committee, Arthur H. Aronson, Robert P. Bozzone, Paul S.
Brentlinger, Charles J. Queenan, Jr., Donald B. Rice, George A.
Roberts, William P. Rutledge, Henry E. Singleton, and six
additional directors, half of whom will be named by the Company
and half by Teledyne. Messrs. Simmons, Aronson, Bozzone,
Brentlinger and Queenan are currently members of the Board of
Directors of the Company and, if any of them is unable or
unwilling to serve, the Company will have the right to name a
substitute. Drs. Rice, Roberts and Singleton, and Mr. Rutledge,
are currently members of the Board of Directors of Teledyne and,
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Schedule 13D
(Amendment No. 9)
CUSIP No. 016900 10 2 Page 6 of 19 pages
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if any of them is unable or unwilling to serve, Teledyne will
have the right to name a substitute.
Upon consummation of the Combination, William P.
Rutledge, who is currently Chairman of the Board and Chief
Executive Officer of Teledyne, will be President and Chief
Executive Officer of ATI. Arthur H. Aronson, the Company's
President and Chief Executive Officer, and Donald B. Rice,
Teledyne's President and Chief Operating Officer, will become
Executive Vice Presidents of ATI. In addition, Mr. Aronson will
remain President and Chief Executive Officer of ATI's Allegheny
Ludlum subsidiary, and Dr. Rice will remain President and will
become Chief Executive Officer of ATI's Teledyne subsidiary.
James L. Murdy, currently Senior Vice President-Finance and Chief
Financial Officer of ALC, and Jon D. Walton, currently Vice
President-General Counsel and Secretary of ALC, will hold the
same positions, respectively, with ATI.
In connection with the Combination Agreement, Richard
P. Simmons has entered into a Shareholder Agreement with Teledyne
pursuant to which he has agreed that, until the earlier of the
Effective Time or the date on which the Combination Agreement is
terminated (the earlier such date, the "Expiration Date"), he
will vote, or take action by written consent with respect to,
16,262,785 shares of Company Common Stock owned by Richard P.
Simmons or held jointly by the Reporting Persons in favor of the
adoption and approval of the Combination Agreement and the
approval of the Combination and any other transaction
contemplated by the Combination Agreement as the Combination
Agreement may be modified or amended from time to time and
against any action, omission or agreement which would or could
impede or interfere with, or have the effect of discouraging, the
Combination, including, without limitation, any Acquisition
Proposal (as defined in the Combination Agreement) other than the
Combination. At the request of Teledyne, Richard P. Simmons will
promptly execute, in accordance with the provisions of the
Pennsylvania Business Corporation Law, and deliver to Teledyne an
irrevocable proxy and irrevocably appoint Teledyne or its
designees his attorney and proxy to vote or give consent with
respect to such shares of Company Common Stock for the purposes
set forth above. Any such proxy will terminate on the Expiration
Date. Mr. Simmons has agreed, among other things, that he will
not sell or otherwise dispose of any of such shares until the
Expiration Date.
(d) At the date of this Amendment, except as set forth
above or as provided in the Combination Agreement or the
Shareholder Agreement mentioned above, the Reporting Persons have
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Schedule 13D
(Amendment No. 9)
CUSIP No. 016900 10 2 Page 7 of 19 pages
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no plans or proposals which relate to or would result in any of
the matters described in paragraphs (a) through (j), inclusive,
of Item 4 of Schedule 13D. 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 and also
subject to the provisions of the Combination Agreement and such
Shareholder Agreement.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) At the date of this Amendment, the Reporting
Persons are the joint owners of an aggregate of 16,248,785 shares
of the Common Stock, representing approximately 24.6 percent of
the total number of outstanding shares of the Common Stock as of
March 6, 1996. Except as described in Items 4(c) and 6(b) of
this Statement, Richard P. Simmons possesses the sole power to
vote said shares, and the Reporting Persons share the power to
dispose or direct the disposition of said shares.
(b) In addition to the shares described in the
foregoing paragraph, a total of 29,112 whole shares of Company
Common Stock (the "RSP Shares") have been credited to the account
of Richard P. Simmons in the Allegheny Ludlum Retirement Savings
Plan as of December 31, 1995, 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) At the date of this Amendment, Richard P. Simmons
is the sole beneficial owner of 14,000 shares of Company Common
Stock, and Dorothy P. Simmons is the sole beneficial owner of
15,000 shares of Company Common Stock, in addition to the shares
reported in Items 5(a) and (b).
(d) Not included in Items 5(a)-(c) are 140,500 shares
of Company Common Stock owned by the R. P. Simmons Family
Foundation (the "Foundation") as of March 6, 1996, representing
approximately 0.2% of the outstanding shares of Company 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
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Schedule 13D
(Amendment No. 9)
CUSIP No. 016900 10 2 Page 8 of 19 pages
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the Foundation may be expended only for the use of such
charitable organizations as are described in Section 501(c)(3) of
the Internal Revenue Code of 1986, as amended (the "Code"), and
which are entitled to exemption from Federal income tax under
Section 501(a) of the Code, and no part thereof may be paid to or
inure to the benefit of Mr. Simmons, any member of his family or
any other private shareholder or individual. Although Mr.
Simmons, as trustee of the Foundation, has the sole power to vote
and the sole power to direct the disposition of said shares, Mr.
Simmons disclaims any beneficial ownership of said shares; and
the filing of this Statement or of any amendment hereto shall not
be construed as an admission that Mr. Simmons is the beneficial
owner of any of said shares for the purposes of Section 13(d),
13(g) or 16 of the Securities Exchange Act of 1934, as amended,
or for any other purpose whatsoever. The Foundation may make
sales of certain of the shares reported in this paragraph (e)
from time to time to provide funds for the Foundation's
charitable purposes and for the purpose of diversifying the
Foundation's assets.
(e) The Reporting Persons have not effected any
transactions in shares of Company Common Stock during the sixty
days preceding the date of this Amendment, other than entering
into the Shareholder Agreement described in Item 4(c) of this
Amendment.
(f) Except as described in Item 4 or 6(b), no person
other than the Reporting Persons has the right to receive or the
power to direct the dividends from, or the proceeds from the sale
of, the shares described in paragraphs (a), (b) and (c) of this
Item 5.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
(a) Richard P. Simmons and Dorothy P. Simmons are
husband and wife. The Voting Agreement, filed as Exhibit A to
this Statement, confers upon Richard P. Simmons the sole power to
vote the shares of Common Stock jointly owned by the Reporting
Persons. The Voting Agreement provides that such voting power
shall be irrevocable and shall terminate only upon the death of
either of the Reporting Persons.
(b) On August 28, 1995, the Reporting Persons renewed
a pledge of 3,000,000 shares of the Common Stock to The Northern
Trust Company as collateral security for one or more loans that
may be made to the Reporting Persons. The loan documents provide
among other things that the loans outstanding at any one time
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Schedule 13D
(Amendment No. 9)
CUSIP No. 016900 10 2 Page 9 of 19 pages
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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.
(c) Reference is made to Item 4(c) hereof for a
description of the Shareholder Agreement dated as of April 1,
1996, by and between Teledyne, Inc. and Richard P. Simmons. Such
description is qualified in its entirety by reference to the full
text of such agreement, a copy of which is filed as an exhibit
hereto.
ITEM 7. MATERIAL REQUIRED 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
Exhibit B: Shareholder Agreement dated as of April 1,
1996, by and between Teledyne, Inc. and Richard P. Simmons
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<PAGE>
Schedule 13D
(Amendment No. 9)
CUSIP No. 016900 10 2 Page 10 of 19 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: April 10, 1996 -----------------------------
Richard P. Simmons
DOROTHY P. SIMMONS
Date: April 10, 1996 -----------------------------
Dorothy P. Simmons
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<PAGE>
Schedule 13D
(Amendment No. 9)
CUSIP No. 016900 10 2 Page 11 of 19 pages
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EXHIBIT INDEX
EXHIBIT DESCRIPTION METHOD OF FILING
A Irrevocable Proxy and Voting Agreement of
Joint Holders dated July 8, 1988, by and
between Richard P. Simmons and Dorothy P.
Simmons
Previously
Filed
B Shareholder Agreement dated as of April 1,
1996, by and between Teledyne, Inc. and
Richard P. Simmons
Page 12
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Schedule 13D
(Amendment No. 9)
CUSIP No. 016900 10 2 Page 12 of 19 pages
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SHAREHOLDER AGREEMENT
THIS SHAREHOLDER AGREEMENT, dated as of April 1, 1996,
by and between Teledyne, Inc., a Delaware corporation ("TI"), and
the shareholder listed on the signature page hereof (such
shareholder being referred to herein as the "Shareholder");
WITNESSETH:
WHEREAS, the Shareholder, as of the date hereof, is the
owner of or has the sole right to vote the number of shares of
Common Stock, par value $0.10 per share (the "Common Stock"), of
Allegheny Ludlum Corporation, a Pennsylvania corporation (the
"Company"), set forth below the name of the Shareholder on the
signature page hereof (the "Shares"); and
WHEREAS, in reliance upon the execution and delivery of
this Agreement, TI will enter into an Agreement and Plan of
Merger and Combination, dated as of the date hereof (the
"Combination Agreement"), with XYZ/Power, Inc. and the Company
which provides, among other things, that upon the terms and
subject to the conditions thereof, the Company and TI will each
become a wholly owned subsidiary of New Corporation (the
"Combination"); and
WHEREAS, to induce TI to enter into the Combination
Agreement and to incur the obligations set forth therein, the
Shareholder is entering into this Agreement pursuant to which the
Shareholder agrees to vote in favor of the Combination and
certain other matters as set forth herein, and to make certain
agreements with respect to the Shares upon the terms and
conditions set forth herein;
NOW THEREFORE, in consideration of the foregoing and of
the mutual covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the parties hereto agree as
follows:
Section 1. Voting of Shares; Proxy. (a) The
Shareholder agrees that until the earlier of (i) the Effective
Time (as defined in the Combination Agreement) or (ii) the date
on which the Combination Agreement is terminated (the earliest
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Schedule 13D
(Amendment No. 9)
CUSIP No. 016900 10 2 Page 13 of 19 pages
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thereof being hereinafter referred to as the "Expiration Date"),
the Shareholder shall vote all Shares owned by the Shareholder at
any meeting of the Company's shareholders (whether annual or
special and whether or not an adjourned meeting), or, if
applicable, take action by written consent (i) for adoption and
approval of the Combination Agreement and in favor of the ALC
Merger (as defined in the Combination Agreement) and otherwise in
favor of the Combination and any other transaction contemplated
by the Combination Agreement as such Combination Agreement may be
modified or amended from time to time and (ii) against any
action, omission or agreement which would or could impede or
interfere with, or have the effect of discouraging, the
Combination, including, without limitation, any Acquisition
Proposal (as defined in the Combination Agreement) other than the
Combination. Any such vote shall be cast or consent shall be
given in accordance with such procedures relating thereto as
shall ensure that it is duly counted for purposes of determining
that a quorum is present and for purposes of recording the
results of such vote or consent.
(b) At the request of TI, the Shareholder, in
furtherance of the transactions contemplated hereby and by the
Combination Agreement, and in order to secure the performance by
the Shareholder of his or her duties under this Agreement, shall
promptly execute, in accordance with the provisions of Section
1759(d) of the Pennsylvania Business Corporation Law, and deliver
to TI, an irrevocable proxy, substantially in the form of Annex A
hereto, and irrevocably appoint TI or its designees, with full
power of substitution, his or her attorney and proxy to vote, or,
if applicable, to give consent with respect to, all of the Shares
owned by the Shareholder in respect of any of the matters set
forth in, and in accordance with the provisions of, clauses (i)
and (ii) above of Section 1(a). The Shareholder acknowledges
that the proxy executed and delivered by him or her shall be
coupled with an interest, shall constitute, among other things,
an inducement for TI to enter into the Combination Agreement,
shall be irrevocable and shall not be terminated by operation of
law upon the occurrence of any event, including, without
limitation, the death or incapacity of the Shareholder.
Notwithstanding any provision contained in such proxy, such proxy
shall terminate upon the Expiration Date.
Section 2. Covenants of the Shareholder. The
Shareholder covenants and agrees for the benefit of TI that,
until the Expiration Date, he will:
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Schedule 13D
(Amendment No. 9)
CUSIP No. 016900 10 2 Page 14 of 19 pages
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(a) not sell, transfer, pledge, hypothecate, encumber,
assign, tender or otherwise dispose of, or enter into any
contract, option or other arrangement or understanding with
respect to the sale, transfer, pledge, hypothecation,
encumbrance, assignment, tender or other disposition of, any
of the Shares owned by him or her or any interest therein
(provided, that the foregoing shall not prevent the
Shareholder from transferring the Shares to an entity for
estate planning purposes, provided that the Shareholder
retains sole voting rights over the Shares or the estate
planning entity executes a joinder agreeing to be bound by
the terms of this Agreement);
(b) other than as expressly contemplated by this
Agreement, not grant any powers of attorney or proxies or
consents in respect of any of the Shares owned by him or
her, deposit any of the Shares owned by him into a voting
trust, enter into a voting agreement with respect to any of
the Shares owned by him or her or otherwise restrict the
ability of the holder of any of the Shares owned by him or
her freely to exercise all voting rights with respect
thereto;
(c) not, in his or her capacity as a shareholder of
the Company (it being understood that nothing in this
Shareholder Agreement shall restrict or affect Shareholder
in any other capacity, including as a director or officer,
as applicable, of the Company) and he or she shall direct
and use his or her best efforts to cause his or her agents
and representatives not to, initiate, solicit or encourage,
directly or indirectly, any inquiries or the making or
implementation of any Acquisition Proposal or engage in any
negotiations concerning, or provide any confidential
information or data to, or have any discussions with, any
person relating to an Acquisition Proposal, or otherwise
facilitate any effort or attempt to make or implement an
Acquisition Proposal. The Shareholder shall immediately
cease and cause to be terminated any existing activities,
including discussions or negotiations with any parties,
conducted heretofore with respect to any of the foregoing
and will take the necessary steps to inform his or her
agents and representatives of the obligations undertaken in
this Section 2(c). The Shareholder shall notify TI
immediately if any such inquiries or proposals are received
by, any such information is requested from, or any such
negotiations or discussions are sought to be initiated or
continued with, him or her; and
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Schedule 13D
(Amendment No. 9)
CUSIP No. 016900 10 2 Page 15 of 19 pages
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(d) not take any action whatsoever that, based on
advice from TI's or the Company's independent auditors would
or could prevent the Combination from qualifying for
"pooling of interests" accounting treatment.
Section 3. Covenants of TI. TI covenants and agrees
for the benefit of the Shareholder that (a) immediately upon
execution of this Agreement, TI shall enter into the Combination
Agreement, and (b) until the Expiration Date, it shall use all
reasonable efforts to take, or cause to be taken, all action, and
do, or cause to be done, all things necessary or advisable in
order to consummate and make effective the transactions
contemplated by this Agreement and the Combination Agreement,
consistent with the terms and conditions of each such agreement;
provided, however, that nothing in this Section 3, Section 12 or
any other provision of this Agreement is intended, nor shall it
be construed, to limit or in any way restrict TI's right or
ability to exercise any of its rights under the Combination
Agreement.
Section 4. Representations and Warranties of the
Shareholder. The Shareholder represents and warrants to TI that:
(a) the execution, delivery and performance by the Shareholder of
this Agreement will not conflict with, require a consent, waiver
or approval under, or result in a breach of or default under, any
of the terms of any contract, commitment or other obligation
(written or oral) to which the Shareholder is bound; (b) this
Agreement has been duly executed and delivered by the Shareholder
and constitutes a legal, valid and binding obligation of the
Shareholder, enforceable against the Shareholder in accordance
with its terms; (c) the Shareholder is the sole owner of or has
the sole right to vote the Shares and the Shares represent all
shares of Common Stock which the Shareholder is the sole owner of
or has the sole right to vote at the date hereof, and the
Shareholder does not have any right to acquire, nor is he the
"beneficial owner" (as such term is defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended) of, any other
shares of any class of capital stock of the Company or any
securities convertible into or exchangeable or exercisable for
any shares of any class of capital stock of the Company (other
than shares subject to options or other rights granted by the
Company); (d) the Shareholder has full right, power and authority
to execute and deliver this Agreement and to perform his or her
obligations hereunder; and (e) the Shareholder owns the Shares
free and clear of all liens, claims, pledges, charges, proxies,
restrictions, encumbrances, proxies, voting trusts and voting
agreements of any nature whatsoever other than as provided by
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<PAGE>
Schedule 13D
(Amendment No. 9)
CUSIP No. 016900 10 2 Page 16 of 19 pages
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this Agreement and the Shareholder's Schedule 13D. The
representations and warranties contained herein shall be made as
of the date hereof and as of each day from the date hereof
through and including the Effective Time (as defined in the
Combination Agreement).
Section 5. Adjustments; Additional Shares. In the
event (a) of any stock dividend, stock split, merger (other than
the Combination), recapitalization, reclassification,
combination, exchange of shares or the like of the capital stock
of the Company on, of or affecting the Shares or (b) that the
Shareholder shall become the beneficial owner of any additional
shares of Common Stock or other securities entitling the holder
thereof to vote or give consent with respect to the matters set
forth in Section 1, then the terms of this Agreement shall apply
to the shares of capital stock or other instruments or documents
held by the Shareholder immediately following the effectiveness
of the events described in clause (a) or the Shareholder becoming
the beneficial owner thereof as described in clause (b), as
though, in either case, they were Shares hereunder.
Section 6. Specific Performance. The Shareholder
acknowledges that the agreements contained in this Agreement are
an integral part of the transactions contemplated by the
Combination Agreement, and that, without these agreements, TI
would not enter into the Combination Agreement, and acknowledges
that damages would be an inadequate remedy for any breach by him
or her of the provisions of this Agreement. Accordingly, the
Shareholder and TI each agree that the obligations of the parties
hereunder shall be specifically enforceable and neither party
shall take any action to impede the other from seeking to enforce
such right of specific performance.
Section 7. Notices. All notices, requests, claims,
demands and other communications hereunder shall be effective
upon receipt (or refusal of receipt), shall be in writing and
shall be delivered in person, by telecopy or telefacsimile, by
telegram, by next-day courier service, or by mail (registered or
certified mail, postage prepaid, return receipt requested) to the
Shareholder at the address listed on the signature page hereof,
and to TI at 2049 Century Park East, Los Angeles, California
90067-3101 Attention: Secretary, telecopy number 310-551-4366, or
to such other address or telecopy number as any party may have
furnished to the other in writing in accordance herewith.
<PAGE>
<PAGE>
Schedule 13D
(Amendment No. 9)
CUSIP No. 016900 10 2 Page 17 of 19 pages
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Section 8. Binding Effect; Survival. Upon execution
and delivery of this Agreement by TI, this Agreement shall become
effective as to the Shareholder at the time the Shareholder
executes and delivers this Agreement. This Agreement shall inure
to the benefit of and be binding upon the parties hereto and
their respective heirs, personal representatives, successors and
assigns.
Section 9. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania applicable to agreements made and to
be performed entirely within such Commonwealth.
Section 10. Counterparts. This Agreement may be
executed in two counterparts, both of which shall be an original
and both of which together shall constitute one and the same
agreement.
Section 11. Effect of Headings. The Section headings
herein are for convenience of reference only and shall not affect
the construction hereof.
Section 12. Additional Agreements; Further Assurance.
Subject to the terms and conditions herein provided, each of the
parties hereto agrees to use all reasonable efforts to take, or
cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable to consummate and make
effective the transactions contemplated by this Agreement. The
Shareholder will provide TI with all documents which may
reasonably be requested by TI and will take reasonable steps to
enable TI to obtain all rights and benefits provided it
hereunder.
Section 13. Amendment; Waiver. No amendment or waiver
of any provision of this Agreement or consent to departure
therefrom shall be effective unless in writing and signed by TI
and the Shareholder, in the case of an amendment, or by the party
which is the beneficiary of any such provision, in the case of a
waiver or a consent to depart therefrom.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
<PAGE>
Schedule 13D
(Amendment No. 9)
CUSIP No. 016900 10 2 Page 18 of 19 pages
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IN WITNESS WHEREOF, this Agreement has been duly
executed by the parties hereto all as of the day and year first
above written.
Teledyne, Inc.
By DONALD B. RICE
--------------------------
Name: Donald B. Rice
Title: President and Chief
Operating Officer
R. P. SIMMONS
--------------------
Shareholder
Address: Allegheny Ludlum Corporation
1000 Six PPG Place
Pittsburgh, PA 15222
Number of Shares: 16,262,785
<PAGE>
<PAGE>
Schedule 13D
(Amendment No. 9)
CUSIP No. 016900 10 2 Page 19 of 19 pages
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ANNEX A
[Form of Proxy]
IRREVOCABLE PROXY
In order to secure the performance of the duties of the
undersigned pursuant to the Shareholder Agreement, dated as of
April 1, 1996 (the "Shareholder Agreement"), between the
undersigned and Teledyne, Inc., a Delaware corporation, a copy of
such agreement being attached hereto and incorporated by
reference herein, the undersigned hereby irrevocably appoint(s)
______________ and ________________, and each of them, the
attorneys, agents and proxies, with full power of substitution in
each of them, for the undersigned and in the name, place and
stead of the undersigned, in respect of any of the matters set
forth in clauses (i) and (ii) of Section 1 of the Shareholder
Agreement, to vote or, if applicable, to give written consent, in
accordance with the provisions of said Section 1 and otherwise
act (consistent with the terms of the Shareholder Agreement) with
respect to all shares of Common Stock, par value $0.10 per share
(the "Shares"), of Allegheny Ludlum Corporation, a Pennsylvania
corporation (the "Company"), whether now owned or hereafter
acquired, which the undersigned is or may be entitled to vote at
any meeting of the Company held after the date hereof, whether
annual or special and whether or not an adjourned meeting, or, if
applicable, to give written consent with respect thereto. This
Proxy is coupled with an interest, shall be irrevocable and
binding on any successor in interest of the undersigned and shall
not be terminated by operation of law upon the occurrence of any
event, including, without limitation, the death or incapacity of
the undersigned. This Proxy shall operate to revoke any prior
proxy as to the Shares heretofore granted by the undersigned.
This Proxy shall terminate on September 30, 1996. This Proxy has
been executed in accordance with Section 1759(d) of the
Pennsylvania Business Corporation Law.
Dated: ______________________________
Dated: ______________________________
