UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
March 12, 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 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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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) [ ]
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 U.S.A.
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NUMBER OF 7. SOLE VOTING POWER 16,283,397
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 8,157,005
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,283,397
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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) 9.3%
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14. TYPE OF REPORTING PERSON IN
--
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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) [ ]
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 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 8,126,392
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,126,392
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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) 4.7%
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14. TYPE OF REPORTING PERSON IN
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The statement on Schedule 13D dated August 21, 1996, filed by Richard P. Simmons
("Mr. Simmons") and Dorothy P. Simmons ("Mrs. Simmons")(together, the "Reporting
Persons"), is hereby amended in its entirety to read as follows.
Item 1. Security and Issuer.
This Statement relates to 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, whose address is c/o Richard P. Simmons, 1000
Six PPG Place, Pittsburgh, Pennsylvania 15222-5479. Mr. Simmons
is the Chairman, President, and Chief Executive Officer 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.
The "Combination," as defined in the Agreement and Plan of Merger
and Combination filed as an exhibit hereto (the "Combination Agreement"),
occurred on August 15, 1996. 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 an aggregate of
16,307,113 shares of ATI Common Stock as a result of the occurrence of the
Combination. The Reporting Persons had previously reported their
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ownership of the shares of ALC Common Stock referred to above on a Schedule 13D
dated July 14, 1988, as amended.
See Item 5(c).
Item 4. Purpose of Transaction.
See Items 3 and 5(c).
Each of the Reporting Persons holds the securities reported in Item
5(a) for personal estate planning and investment purposes. Each of the Reporting
Persons, as an ATI stockholder, 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 each of the
Reporting Persons, and each of the Reporting Persons' personal financial and
estate planning requirements. On the basis of such periodic reviews and
evaluations, one or both of the Reporting Persons may determine to decrease his,
her or their investment in ATI Common Stock through sales in the open market,
gifts or otherwise.
In the performance of his duties as Chairman, President and Chief
Executive Officer 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)-(b) At the date of this Statement, 16,283,397 shares of ATI
Common Stock in the aggregate are beneficially owned by Mr. Simmons and Mrs.
Simmons, representing approximately 9.3% of the total number of the issued and
outstanding shares of ATI Common Stock (based on information contained in the
Form 10-Q Quarterly Report of ATI for the quarterly period ended September 30,
1996). Of such 16,283,397 shares, following the transactions described in
paragraph (c) of this Item 5 Mr. Simmons has sole voting power with respect to
all of such shares (approximately 9.3% of the outstanding shares) and sole
dispositive power with respect to 8,157,005 shares (approximately 4.7% of the
outstanding shares), including 855 shares which he has the right to acquire
pursuant to an option as described below; and Mrs. Simmons has sole voting power
with respect to no shares and sole dispositive power with respect to 8,126,392
shares (approximately 4.7% of the outstanding shares).
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Included in the shares of ATI Common Stock over which Mr. Simmons
has sole voting and dispositive power are 29,757 shares (the "RSP Shares") that
had been credited to Mr. Simmons's account in the Allegheny Ludlum Retirement
Savings Plan (the "Plan") as of December 31, 1996. Mr. Simmons has sole voting
and investment power with respect to the RSP Shares, subject to certain
limitations on his investment power under the terms of the Plan.
Also included are 855 shares that are issuable upon exercise of a
stock option granted to Mr. Simmons pursuant to the Allegheny Teledyne
Incorporated 1996 Non-Employee Director Stock Compensation Plan. The option is
exercisable within 60 days
after the date of this Statement.
At the date of this Statement, 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. Such shares have not been included elsewhere in this
Statement. 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 from time to time to provide funds for the
Foundation's charitable purposes and for the purpose of diversifying the
Foundation's assets.
(c) On March 12, 1997, the Reporting Persons made gifts to each
other of certain of their respective interests in the shares of ATI Common Stock
which they had previously owned jointly. Effective with the reissuance of such
shares in their individual names, the Reporting Persons revoked and terminated
the Irrevocable Proxy and Voting Agreement of Joint Holders dated July 8, 1988,
previously filed as an exhibit hereto, and executed and delivered an Irrevocable
Proxy and Voting Agreement dated March 12, 1997, a copy of which is filed as
Exhibit D hereto. No consideration was paid in connection with such
transactions.
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(d) See Item 6(1).
(e) See Item 3 and paragraph (c) of this Item 5.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Company.
(1) 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, 1997,
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.
(2) Pursuant to the Combination Agreement, Mr. Simmons entered into
an agreement with the Company dated August 15, 1996 (the "Affiliate Agreement"),
in which he agreed, among other things, 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. The foregoing summary of certain provisions of the Affiliate
Agreement is subject in its entirety to the full text thereof, which has been
filed as Exhibit C hereto.
(3) Pursuant to the Irrevocable Proxy and Voting Agreement dated
March 12, 1997, referred to in Item 5(c) hereof, Mrs. Simmons irrevocably
appointed Mr. Simmons as her proxy and attorney-in-fact to vote the 8,126,392
shares of ATI Common Stock owned by her (and any shares of capital stock that
she may receive as a dividend or distribution, or into which said shares shall
be subdivided, combined, reclassified, converted, or exchanged), but reserving
the right to transfer and convey any or all of such shares from time to time,
free and clear of such agreement. The foregoing summary of certain provisions of
the Irrevocable Proxy and Voting Agreement is subject in its entirety to the
full text thereof, which is filed as Exhibit D hereto.
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Item 7. Material to be Filed as Exhibits.
Exhibit Description
D Irrevocable Proxy and Voting Agreement dated March 12,
1997, by and between Dorothy P. Simmons and Richard P.
Simmons
E Joint Filing Agreement and Power of Attorney dated
March 12, 1997, by and between Dorothy P. Simmons and
Richard P. Simmons
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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: March 12, 1997 /s/Richard P.Simmons
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Richard P. Simmons
Date: March 12, 1997 /s/Dorothy P. Simmons
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Dorothy P. Simmons
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EXHIBIT INDEX
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Exhibit Description
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.
B * Irrevocable Proxy and Voting Agreement of Joint Holders
dated July 8, 1988, by and between Richard P. Simmons and
Dorothy P. Simmons
C * Affiliate Agreement, dated August 15, 1996, between
Richard P. Simmons and Allegheny Teledyne Incorporated
D Irrevocable Proxy and Voting Agreement dated March 12,
1997, by and between Richard P. Simmons and Dorothy P.
Simmons
E Joint Filing Agreement and Power of Attorney dated March
12, 1997, by and between Richard P. Simmons and Dorothy
P. Simmons
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* Previously filed.
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EXHIBIT D
IRREVOCABLE PROXY
AND VOTING AGREEMENT
MADE AND ENTERED INTO this 12th day of March, 1997, by and between
DOROTHY P. SIMMONS, of Sewickley Heights, Allegheny County, Pennsylvania, and
RICHARD P. SIMMONS, of Sewickley Heights, Allegheny County, Pennsylvania.
WITNESSETH THAT:
WHEREAS, DOROTHY P. SIMMONS is individually the owner
of 8,126,392 shares of the Common Stock of Allegheny Teledyne Incorporated (the
"Corporation") as represented by the stock certificates listed on Exhibit "A"
hereto; and
WHEREAS the parties hereto desire that said shares of the Common
Stock of the Corporation (and certain other shares hereinafter described) shall
be held 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 do execute this Irrevocable Proxy and Voting
Agreement, and each of them does hereby 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 individually by DOROTHY P. SIMMONS, either
through direct record ownership or through holding of Shares in street name or
other agency relationship, 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 DOROTHY P. SIMMONS as a distribution or dividend on
said Shares or into which said Shares shall be subdivided, combined or
reclassified, converted or exchanged, including, without limitation, any Shares
which shall be received by DOROTHY P. SIMMONS 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).
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2. The undersigned, DOROTHY P. SIMMONS, has irrevocably constituted
and appointed and by these presents does hereby irrevocably constitute and
appoint the undersigned 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 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 or substitute proxies, 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 or substitute proxy) 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 shall have and may from time to time
exercise all the rights, powers and authority as owner 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. The said DOROTHY P. SIMMONS agrees to execute and deliver such
further documents, including, but not limited to, forms of proxies or consents
concerning the Shares, and to take such further actions as may be necessary to
effectuate the terms of this Agreement.
5. This Agreement and the rights, powers and authority granted
herein are coupled with an interest, cannot (except as provided in Section 3
hereinabove) be revoked, terminated or amended by the voluntary act of either of
the parties hereto, by operation of law, or otherwise, and shall not be affected
by any change in marital status, by any incompetency
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or disability or by any uncertainty as to the death of either of the parties
hereto.
6. 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.
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/Dorothy P. Simmons
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Dorothy P. Simmons
Witness:
/s/Richard P. Simmons
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Richard P. Simmons
[Exhibit "A" Omitted]
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EXHIBIT E
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
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In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the undersigned persons agree to the joint filing on behalf of each of
them of a statement on Schedule 13D (including amendments thereto) with respect
to the Common Stock of Allegheny Teledyne Incorporated, and further agree that
this agreement shall be included as an exhibit to such joint filings.
The undersigned, Dorothy P. Simmons, hereby constitutes and appoints
Richard P. Simmons her true and lawful attorney-in-fact and agent, with full
power of substitution and revocation, for her and in her name, place and stead
to sign any and all schedules (including, without limitation, Schedules 13D),
statements and reports which she may be required to file pursuant to the
Securities Exchange Act of 1934, and all amendments to such schedules,
statements and reports, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission and elsewhere as required by said Act, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the premises as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitutes, may lawfully do or cause to be done by virtue hereof.
WITNESS the due execution hereof.
Date: March 12, 1997 /s/Richard P. Simmons
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Richard P. Simmons
Date: March 12, 1997 /s/Dorothy P. Simmons
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Dorothy P. Simmons
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