UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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., Senior 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)
August 31, 1998
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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 16,380,560
SHARES ----------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY -
EACH 9. SOLE DISPOSITIVE POWER 8,294,160
REPORTING ---------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,380,560
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%
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14. TYPE OF REPORTING PERSON IN
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<PAGE>
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 8,086,392
REPORTING ---------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,086,392
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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) 4.1%
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14. TYPE OF REPORTING PERSON IN
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Item 4 of the statement on Schedule 13D dated August 21, 1996, as amended, filed
by Richard P. Simmons ("Mr. Simmons") and Dorothy P. Simmons ("Mrs.
Simmons")(together, the "Reporting Persons"), is hereby further amended in its
entirety to read as follows.
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 increase or
decrease his, her or their investment in ATI Common Stock through purchases or
sales in the open market, gifts or otherwise.
In accordance with the foregoing, at the date of this Amendment No. 2 Mr.
Simmons intends to purchase additional shares of ATI Common Stock in the open
market.
In addition, Mr. Simmons receives compensation for his services as an
officer of the Company in the form of shares of ATI Common Stock.
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.
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<PAGE>
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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: August 31, 1998 /s/Richard P.Simmons
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Richard P. Simmons
Individually and as Attorney-
in-Fact for Dorothy P. Simmons
pursuant to Exhibit E
(previously filed;
incorporated by reference)
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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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