UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
ALLEGHENY TECHNOLOGIES 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)
01741R102
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(CUSIP Number)
Jon D. Walton, Esq., Senior Vice President, General Counsel and
Secretary, Allegheny Technologies 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)
April 4, 2000
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
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.
<PAGE>
CUSIP NO. 01741R102
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 8,257,600
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 4,216,904
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,257,600
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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) 9.7%
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14. TYPE OF REPORTING PERSON IN
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<PAGE>
CUSIP NO. 01741R102
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
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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 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 4,040,696
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,040,696
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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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<PAGE>
CUSIP NO. 01741R102
Items 2, 4 and 5(a)-(b) 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 2. Identify 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 a director of ATI.
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 administration
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 4. Purpose of Transaction.
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 the performance of his duties as a director of ATI, Mr. Simmons may have
under consideration from time to time 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 ATI.
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<PAGE>
CUSIP NO. 01741R102
Item 5. Interest in Securities of the Issuer.
(a)-(b) At the date of this Amendment No. 3, 8,257,600 shares of ATI Common
Stock in the aggregate are beneficially owned by Mr. Simmons and Mrs. Simmons,
representing approximately 9.7% of the total number of the issued and
outstanding shares of ATI Common Stock (based on information contained in the
Form 10-K Annual Report of ATI for the year ended December 31, 1999). Of such
8,257,600 shares, Mr. Simmons has sole voting power with respect to all of such
shares (approximately 9.7% of the outstanding shares) and sole dispositive power
with respect to 4,216,904 shares (approximately 5.0% of the outstanding shares),
including 43,176 shares which he has the right to acquire upon the exercise of
options as described below, and Mrs. Simmons has sole voting power with respect
to no shares and sole dispositive power with respect to 4,040,696 shares
(approximately 4.7% of the outstanding shares).
Included in the shares of ATI Common Stock over which Mr. Simmons has sole
voting and dispositive power are 16,399 shares (the "RSP Shares") that had been
credited to Mr. Simmon's account in the Allegheny Ludlum Retirement Savings plan
(the "Plan") as of December 31, 1999. 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 43,176 shares that are issuable upon exercise of stock
options granted to Mr. Simmons pursuant to ATI incentive plans. The options are
exercisable within 60 days after the date of this Amendment No. 3.
At the date of this Amendment No. 3, the R.P. Simmons Family Foundation
(the "Foundation") holds 118,950 shares of ATI Common Stock, representing less
than one percent of the issued and outstanding shares of ATI Common Stock. 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
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<PAGE>
CUSIP NO. 01741R102
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.
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<PAGE>
CUSIP NO. 01741R102
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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: April 4, 2000 /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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<PAGE>
CUSIP NO. 01741R102
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 * Irrevocable Proxy and Voting Agreement dated March 12, 1997, by and
between Richard P. Simmons and Dorothy P. Simmons
D * 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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