Page 1 of 5 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )
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SEMTECH CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
816850 10 1
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(CUSIP Number)
Jon D. Walton, Vice President, General Counsel and Secretary,
Allegheny Teledyne Incorporated, 1000 Six PPG Place,
Pittsburgh, Pennsylvania 15222 412-394-2836
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 30, 1997
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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 in 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.
<PAGE>
SCHEDULE 13D, Amendment No. 2
CUSIP NO. 816850 10 1 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON Allegheny Teledyne Incorporated
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S.S. or I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 203,763
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 203,763
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
203,763
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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)
3.3%
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14 TYPE OF REPORTING PERSON HC,CO
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<PAGE>
SCHEDULE 13D, Amendment No. 2
CUSIP NO. 816850 10 1 Page 3 of 5 Pages
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1 NAME OF REPORTING PERSON Teledyne, Inc.
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S.S. or I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___
(b) ___
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 Delaware
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NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 203,763
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 203,763
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
203,763
-------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
----
14 TYPE OF REPORTING PERSON HC,CO
<PAGE>
SCHEDULE 13D, Amendment No. 2
CUSIP NO. 816850 10 1 Page 4 of 5 Pages
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Items 4 and 5 of Schedule 13D of Allegheny Teledyne Incorporated ("Allegheny
Teledyne") and Teledyne, Inc. ("Teledyne") (together, the "Reporting Persons"),
dated December 21, 1979, as amended, with respect to the common stock (the
"Common Stock") of Semtech Corporation (the "Issuer") are hereby amended in
their entirety to read as follows:
Item 4. Purpose of Transaction.
The shares reported herein were acquired for investment. The filing
persons have no plans or proposals which relate to Item 4(a) through (j). On May
20, 1997, Teledyne sold 100,000 shares of the Issuer's Common Stock and on May
23, 1997, Teledyne sold 222,000 shares of Common Stock. On May 30, 1997,
Teledyne sold 355,000 shares of Common Stock and filed with the Securities and
Exchange Commission a Report on Form 144 indicating its intention to sell shares
of the Issuer's Common Stock. On June 2, 1997, Teledyne sold 70,000 shares of
Common Stock. Future investment considerations by the filing persons might
result in the disposition of additional shares of the Common Stock.
Item 5. Interest in Securities of the Issuer.
Allegheny Teledyne holds directly no shares of Common Stock.
Teledyne owns 203,763 shares of Common Stock (3.3%). Allegheny Teledyne may be
deemed to be the beneficial owner of shares held by Teledyne since it is the
parent of Teledyne. Allegheny Teledyne and Teledyne may be deemed to share
dispositive and voting power over all such shares.
To the best knowledge of the filing persons, no associate, executive
officer or director of such filing person (a) owns any shares of Common Stock;
(b) has a right to acquire shares of Common Stock; or (c) has engaged in any
transactions in the Common Stock during the past sixty days.
See Item 4 for a description of transactions effected during the
past sixty days or since the most recent Schedule 13D filing of Allegheny
Teledyne and Teledyne. The ownership by Allegheny Teledyne and Teledyne of the
Issuer's securities was reduced below 5% as a result of the sales reported
herein.
<PAGE>
SCHEDULE 13D, Amendment No. 2
CUSIP NO. 816850 10 1 Page 5 of 5 Pages
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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: June 9, 1997 ALLEGHENY TELEDYNE INCORPORATED
By: /s/ James L. Murdy
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Executive Vice President,
Finance and Administration
and Chief Financial Officer
DATE: June 9, 1997 TELEDYNE, INC.
By: /s/ Douglas J. Grant
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Vice President-Finance
