SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR
USE OF THE
[_] Definitive Proxy Statement COMMISSION ONLY (AS
PERMITTED BY RULE
[x] Definitive Additional Materials 14C-6(e)(2))
[_] Soliciting Material Pursuant to Section 240.14a-
11(c) or Section 240.14a-12
ALLEGHENY LUDLUM CORPORATION
- -----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[x] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
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[ALLEGHENY LUDLUM CORPORATION LOGO]
April 29, 1996
Dear Shareholder:
As publicly announced, Allegheny Ludlum has entered
into a definitive Agreement and Plan of Merger and Combination
with Teledyne, Inc., a federation of technology-based businesses
serving customers with commercial and government-related aviation
and electronics products; high-value specialty metals for
consumer, industrial and aviation applications; and industrial
and consumer products. Pursuant to this Agreement, Allegheny
Ludlum and Teledyne would each become a subsidiary of a new
corporation named Allegheny Teledyne Incorporated, each share of
Allegheny Ludlum common stock would be converted into one share
of Allegheny Teledyne common stock, and each share of Teledyne
common stock would be converted into 1.925 shares of Allegheny
Teledyne common stock. The transaction is subject to approval by
the shareholders of Allegheny Ludlum and Teledyne as well as
regulatory approval and the satisfaction of other customary
closing conditions.
In view of the importance of this transaction, your
Board of Directors has postponed our Annual Meeting of
Shareholders scheduled for May 17, 1996. A special meeting of
Allegheny Ludlum shareholders will be scheduled at a future date
to vote on the proposed transaction. In advance of the meeting,
a Joint Proxy Statement/Prospectus describing the proposed
transaction in detail will be furnished to shareholders. We urge
you to give that document your careful attention.
Very truly yours,
/s/ Richard P. Simmons
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Richard P. Simmons
Chairman of the Board
/s/ Arthur H. Aronson
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Arthur H. Aronson
President and Chief Executive Officer
Executive and General Offices
Six PPG Place, Pittsburgh, PA 15222-5479
412-394-2800 FAX: 412-394-2805
