SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JULY 23, 1996
ALLEGHENY LUDLUM CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-9498 25-1364894
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1000 SIX PPG PLACE, PITTSBURGH, PENNSYLVANIA 15222-5479
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 412-394-2800
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Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibit is filed as part of
this Current Report on Form 8-K:
Exhibit
Description No.
----------- --------
Press Release dated July 23, 1996 99.1
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
on its behalf by the undersigned hereunto duly authorized.
Allegheny Ludlum Corporation
Date: July 23, 1996 By: /s/James L. Murdy
------------------------
James L. Murdy
Senior Vice President -
Finance and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
------- ----------- ----------
99.1 Press Release dated July 23, 1996 5
Exhibit 99.1
[Allegheny Ludlum Corporation Logo]
Executive and General Offices
Six PPG Place, Pittsburgh, PA 15222-5479
CONTACT: Bert Delano
412/394-2813
Dan Greenfield
412/394-3004
FOR RELEASE: July 23, 1996
Pittsburgh, PA - Allegheny Ludlum Corporation today reported 1996
second quarter net income of $22,151,000 or $ .34 per share of
common stock from steelmaking operations before initial one-time
charges of $ .03 per share related to the pending strategic
merger with Teledyne, Inc. For the quarter which ended June 30,
1996, sales were $338,553,000.
In an exceptionally strong 1995 second quarter, Allegheny Ludlum
reported net income of $34,470,000, or $ .49 per share on record
sales of $390,468,000.
"Despite continuing market pressure on selling prices for
commodity stainless steels, our 1996 second quarter earnings
topped this year's first quarter earnings by 7 percent on
somewhat lower sales revenues," Arthur H. Aronson, Allegheny
Ludlum's President and Chief Executive Officer, said. He noted
that the first quarter was impacted by additional operating
expenses of $ .03 per share for unplanned equipment outages.
"Our unique range of engineered high value specialty materials
helped mitigate the effect of price reductions of commodity
stainless steels in this quarter." Aronson added, "Our average
price per ton for all products dropped only 5 percent from the
first quarter. The quarter also benefitted from continuing cost
controls and more favorable raw material prices."
Assets held for sale contributed $ .01 per share to the 1996
second quarter earnings versus $ .04 in the comparable 1995
period.
United States consumption of stainless steel sheet and strip, the
industry's largest product line, increased 5 percent in the four-
month period ended April 30. However, in this relatively strong
market compared to those of other nations, a surge of commodity
stainless steels entered the U.S. at depressed prices. Imports
accounted for 21 percent of the U.S. market for stainless steel
sheet and strip products, versus a 19 percent penetration in the
four-month period last year.
PAGE 1 of 4
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On a trailing twelve-month basis, Allegheny Ludlum's Return on
Capital Employed and Return on Shareholders' Equity were 18
percent and 24 percent respectively. In addition, cash generated
from operations was $46,099,000 for the six month period,
bringing total cash to $92,585,000 at the end of the second
quarter.
As previously announced, Allegheny Ludlum Corporation and
Teledyne, Inc. have entered into a definitive agreement to
combine the businesses of the two companies making each a wholly
owned subsidiary of a new company, Allegheny Teledyne
Incorporated. Under the terms of the definitive agreement,
Teledyne shareholders will receive 1.925 shares of common stock
in Allegheny Teledyne for each of their Teledyne common shares,
while Allegheny Ludlum shareholders will receive one share of
common stock in the new Company for each of their shares in
Allegheny Ludlum. The offering of the Allegheny Teledyne shares
is being made only pursuant to its prospectus contained in the
joint proxy materials which were mailed beginning July 18, 1996.
Special shareholder meetings of each Company are scheduled for
August 15, 1996, as announced.
Allegheny Ludlum is a leading producer of a wide range of
specialty materials including stainless steels, electrical
steels, tool steels, and high technology alloys. The company's
common stock trades on the New York Stock Exchange (Symbol:
ALS).
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Allegheny Ludlum Corporation and Subsidiaries
Consolidated Statement of Income
(Unaudited-In thousands of dollars except per share amounts)
Fiscal Quarter Ended Fiscal Six Months
Ended
6/30/96 7/02/95 6/30/96 7/02/95
------- ------- ------- -------
Net Sales $338,553 $390,468 $691,655 $785,800
Cost of products sold 266,147 301,306 552,254 615,048
Research, development
and technology 10,682 12,067 21,574 23,284
Commercial and
administrative 14,579 14,323 27,158 28,356
Depreciation and
amortization 11,380 9,630 22,843 19,496
-------- -------- -------- --------
Income from steel
operations 35,765 53,142 67,826 99,616
Operating earnings
from assets held
for sale 700 4,254 1,876 7,268
Interest expense-
net (1,783) (119) (3,116)
(876)
Other income-net 1,094 860 1,690 1,153
-------- -------- -------- --------
Income before
income taxes 35,776 58,137 68,276 107,161
Income taxes 15,315 23,667 28,716 43,837
-------- -------- -------- --------
Net Income $20,461 $34,470 $39,560 $63,324
-------- -------- -------- --------
Average Shares
of Common Stock
Outstanding 66,009,201 69,959,030 6 6 , 3 0 0 , 7 8 6
70,263,501
---------- ---------- ---------- ---------
-
Per Common Share:
Primary $ .31 $ .49 $ .60 $ .90
----- ----- ----- -----
Fully Diluted -- $ .47 -- $ .86
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----- -----
Dividends Declared
per Share $ .13 $ .12 $ .26 $ .24
----- ----- ----- -----
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-
Net Tons 135,851 145,176 270,376 310,559
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-
Consolidated Balance Sheets
(Unaudited-In thousands of dollars)
June 30, 1996 December 31, 1995
------------- -----------------
Net Working Capital $306,316 $270,787
Properties-Net 442,102 451,623
Assets Held for Sale 21,546 46,477
Other Assets 197,471 191,898
-------- --------
967,435 960,785
Long-Term Debt 179,847 181,157
Other Long-Term Obligations 410,932 404,180
-------- --------
Shareholders' Equity $376,656 $375,448
======== ========
Detailed balance sheet available on request.
Consolidated Statement of Cash Flows
(Unaudited-In thousands of dollars)
Fiscal Six Months Ended June 30, 1996 July 2, 1995
------------------------------ ------------- ------------
Cash from operating activities $46,099 $107,782
Cash from (used by) investing
activities 8,661 (9,893)
Cash used by financing activities (33,088) (39,519)
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PAGE 4 of 4
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Increase in cash and
cash equivalents 21,672 58,370
Balance of cash and cash
equivalents at beginning
of period 70,913 11,185
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Cash and cash equivalents $92,585 $69,555
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