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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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ALLEGHENY LUDLUM CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
016900102
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(CUSIP Number)
Judith Nelson
Teledyne, Inc.
2049 Century Park East, Los Angeles, CA 90067
(310) 277-3311
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 1, 1996
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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 /X/. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
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 (however, see
the Notes).
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SCHEDULE 13D
CUSIP No. 016900102 Page 2 of 2 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Teledyne, Inc.
95-2282626
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
00 (See Item 3)
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
Delaware
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Number of Shares (7) Sole Voting Power
Beneficially Owned
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
22,252,797
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(9) Sole Dispositive Power
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(10) Shared Dispositive Power
22,252,797
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
22,252,797
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
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(13) Percent of Class Represented by Amount in Row (11)
33.6%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, par value $0.10 per share ("ALC
Common Stock"), of Allegheny Ludlum Corporation, a Pennsylvania corporation
("ALC"). The principal executive offices of the ALC are located at 1000 Six PPG
Place, Pittsburgh, Pennsylvania 15222-5479.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c), (f). This Statement is being filed on behalf of Teledyne, Inc., a
Delaware corporation ("TI"). TI's principal business is technology-based
manufacturing. TI serves worldwide customers with commercial and government-
related aviation and electronic products; specialty metals for consumer,
industrial and aerospace applications; and industrial and consumer products.
TI's principal business and executive principal offices are located at 2049
Century Park East, Los Angeles, California 90067-3101.
The following information is provided with respect to all executive
officers and directors of TI (the "Associated Persons"), all of whom are U.S.
citizens and the business address of each of whom is in care of TI except where
otherwise noted:
Frank V. Cahouet, a director of TI, is Chairman and Chief Executive Officer
of Mellon Bank Corporation, a bank holding corporation, and Mellon Bank, N.A., a
banking corporation. Mr. Cahouet's business address is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
Diane C. Creel, a director of TI, is Chief Executive Officer of Earth Tech,
an environmental consulting firm. Ms. Creel's business address is 100 West
Broadway, Suite 500, Long Beach, California 90802.
Donald B. Rice is a director, President and Chief Operating Officer of TI.
George A. Roberts, a director of TI, is a private investor.
William P. Rutledge is a director, Chief Executive Officer and Chairman of
the Board of Directors of TI.
Fayez Sarofim, a director of TI, is the Chairman of the Board and President
of Fayez Sarofim & Co., a registered investment adviser. Mr. Sarofim's business
address is Two Houston Center, Suite 2907, Houston, Texas 77010.
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Henry E. Singleton, a director of TI, is a rancher and investor. Dr.
Singleton's business address is 335 North Maple Drive, Beverly Hills, California
90210.
Hudson B. Drake is a Senior Vice President of TI.
Douglas J. Grant is Chief Financial Officer and Treasurer of TI.
Judith R. Nelson is Secretary and General Counsel of TI.
Gary L. Riley is Vice President of TI.
(d) During the last five years, neither TI nor any of the Associated Persons
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, neither TI nor, to the knowledge of TI, any of
the Associated Persons has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which it, he
or she is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to each Shareholder Agreement (as defined in Item 4), the
consideration given by TI in connection with the execution and performance
thereof was its agreement to enter into the Combination Agreement (as defined
in Item 4) and incur the obligations set forth therein.
ITEM 4. PURPOSE OF TRANSACTION.
THE FOLLOWING SUMMARY OF CERTAIN PROVISIONS OF THE COMBINATION AND THE
SHAREHOLDER AGREEMENTS (AS EACH SUCH TERM IS DEFINED BELOW) IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH AGREEMENTS, COPIES OF WHICH ARE INCLUDED HEREIN AS
EXHIBIT 1 AND EXHIBIT 2, RESPECTIVELY, AND INCORPORATED HEREIN BY REFERENCE.
On April 1, 1996, TI entered into Shareholder Agreements (individually, a
"Shareholder Agreement" and collectively the "Shareholder Agreements") with each
of Richard P. Simmons, Robert P. Bozzone, Charles J. Queenan, Jr. and Arthur H.
Aronson (individually a "Shareholder" and collectively the "Shareholders") with
respect to an aggregate of 22,252,797 shares (the "Shares") of Common Stock of
ALC, which the Shareholders have individually, as to their Shares, represented
and warranted to TI in their respective Shareholder Agreements that they own or
have the sole right to vote. The Shareholder Agreements relate to the following
number of Shares: in the case of Mr. Simmons, 16,262,785 Shares; in the case of
Mr. Bozzone, 5,267,035 Shares; in the case of Mr. Queenan, 685,324 Shares; and
in the case of Mr. Aronson, 37,653 Shares. The Shareholder Agreements were
entered into in connection with the Agreement and Plan of Merger and Combination
dated as of April 1, 1996 (the "Combination Agreement") among XYZ/Power, Inc., a
Delaware corporation the name of which has since been changed to Allegheny
Teledyne Incorporated ("ATI"), ALC and TI.
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The Combination Agreement contemplates, among other things, (i) the
merger of a to-be-formed subsidiary of ATI with and into TI (the "TI
Merger"), and (ii) the simultaneous merger of another to-be-formed subsidiary
of ATI with and into ALC (the "ALC Merger" and, together with the TI Merger,
the "Combination"). Upon consummation of the ALC Merger, each share of ALC
Common Stock (other than certain shares described in the Combination
Agreement) will be converted into one share of the Common Stock of ATI
(although cash will be paid in lieu of the issuance of fractional shares).
ALC will be the surviving corporation in the ALC Merger and will become a
wholly-owned subsidiary of ATI. At or prior to the effective time of the
Combination (the "Effective Time"), the Certificate of Incorporation and
Bylaws of ATI will be amended and restated in their entirety to read as set
forth in Annexes A and B to the Combination Agreement, respectively.
Reference is hereby made to the complete text of the provisions of such
proposed Certificate of Incorporation and Bylaws as set forth in Annexes A
and B, respectively, to Exhibit 1 to this Schedule 13D. Following the
Effective Time, ALC Common Stock will be delisted from the New York Stock
Exchange and will be eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended.
Consummation of the Combination is conditioned upon the approval of the
shareholders of ALC, as well as other conditions set forth in the Combination
Agreement.
In the Shareholder Agreements, each Shareholder has individually agreed,
with respect to his Shares, that, until the earlier of the Effective Time or
the date on which the Combination Agreement is terminated (the earlier
thereof, the "Expiration Date"), such Shareholder will vote all his Shares at
any meeting of ALC's shareholders (whether annual or special and whether or
not an adjourned meeting), or, if applicable, take action by written consent
(i) for adoption and approval of the Combination Agreement and in favor of
the ALC Merger and otherwise in favor of the Combination and any other
transaction contemplated by the Combination Agreement as the same may be
modified from time to time and (ii) against any action, omission or agreement
which would or could impede or interfere with, or have the effect of
discouraging, the Combination, including, without limitation, any Acquisition
Proposal (as defined in the Combination Agreement and used herein with the
same meaning) other than the Combination. Pursuant to the Shareholder
Agreements, each Shareholder has also individually agreed that, in
furtherance of the transactions contemplated by the Shareholder Agreements
and by the Combination Agreement, and in order to secure the performance by
such Shareholder of his duties under his Shareholder Agreement, at TI's
request such Shareholder will promptly execute an irrevocable proxy to vote,
or, if applicable, to give consent with respect to, all of his Shares in
respect of any of the matters described above in this paragraph.
Pursuant to the Shareholder Agreements, each Shareholder has also
individually agreed that: (i) he will not sell, transfer, pledge, hypothecate,
encumber, assign, tender or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to the sale, transfer,
pledge, hypothecation, encumbrance, assignment, tender or other disposition of,
any of his Shares or any interest therein (provided that the foregoing shall not
prevent him from transferring his Shares to an entity for estate planning
purposes, provided that he retains sole voting rights over his
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Shares or the estate planning entity executes a joinder agreeing to be bound
by the terms of his Shareholder Agreement); (ii) other than as expressly
contemplated by his Shareholder Agreement, he will not grant any powers of
attorney or proxies or consents in respect of any of his Shares, deposit any
of his Shares into a voting trust, enter into a voting agreement with respect
to any of his Shares or otherwise restrict the ability of the holder of any
of his Shares freely to exercise all voting rights with respect thereto;
(iii) he will not, in his capacity as a shareholder of ALC, and he will direct
and use his best efforts to cause his agents and representatives not to,
initiate, solicit or encourage, directly or indirectly, any inquiries or the
making or implementation of any Acquisition Proposal or engage in any
negotiations concerning, or provide any confidential information or data to, or
have any discussions with, any person relating to an Acquisition Proposal, or
otherwise facilitate any effort or attempt to make or implement an Acquisition
Proposal, will immediately cease and cause to be terminated any existing
activities, including discussions or negotiations with any parties, conducted
theretofore with respect to any of the foregoing and will take the necessary
steps to inform his agents and representatives of the obligations described in
this subclause (iii), and will notify TI immediately if any such inquiries or
proposals are received by, any such information is requested from, or any such
negotiations or discussions are sought to be initiated or continued with, him;
and (iv) he will not take any action whatsoever that, based on advice from TI's
or ALC's independent auditors would or could prevent the Combination from
qualifying for "pooling of interests" accounting treatment.
The Shareholder Agreements, and any proxies given pursuant to the terms
thereof such Shareholder Agreements, will terminate automatically on the
Expiration Date.
TI and ALC have jointly announced their anticipation that, following the
consummation of the Combination, dividends on the ATI Common Stock will
initially be paid at the annual rate of $.64 per share.
The Combination Agreement provides that, upon consummation of the
Combination, the Board of Directors of ATI will consist of Richard P. Simmons as
Chairman of the Board an Chairman of the Executive Committee, Arthur H. Aronson,
Robert P. Bozzone, Paul S. Brentlinger, Charles J. Queenan, Jr., Donald B. Rice,
George A. Roberts, William P. Rutledge, Henry E. Singleton, and six additional
directors, three of whom will be named by ALC and three by TI. Messrs.
Simmons, Aronson, Bozzone, Brentlinger and Queenan are currently members of
the Board of Directors of ALC and, if any of them is unable or unwilling to
act, ALC will have the right to name a substitute. Drs. Rice, Roberts and
Singleton and Mr. Rutledge are currently members of the Board of Directors of
TI and, if any of them is unable to act, TI will have the right to name a
substitute.
Upon consummation of the Combination, William P. Rutledge, who is currently
Chairman of the Board and Chief Executive Officer of TI, will be President and
Chief Executive Officer of ATI. Arthur H. Aronson, ALC's President and Chief
Executive Officer, and Donald B. Rice, Teledyne's President and Chief Operating
officer, will become Executive Vice Presidents of ATI. In addition, Mr. Aronson
will remain President and Chief Executive Officer of ATI's ALC subsidiary, and
Dr. Rice will
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remain President and will become Chief Executive Officer of ATI's
TI subsidiary. James L. Murdy, currently Senior Vice President-Finance and
Chief Financial Officer of ALC, and Jon D. Walton, currently Vice President-
General Counsel and Secretary of ALC, will hold the same positions,
respectively, with ATI.
Except as set forth above and except as further provided in the Shareholder
Agreements and the Combination Agreement, neither TI nor any of the Affiliated
Persons has any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities, or the
disposition of securities, of ALC;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving ALC or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of ALC or any of its
subsidiaries;
(d) any change in the present board of directors or management of ALC,
including any plans or proposals to change the number or terms of directors or
to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of ALC;
(f) any other material change in ALC's business or corporate structure;
(g) changes in ALC's charter, bylaws, or instruments corresponding thereto
or other actions which may impede the acquisition of control of ALC by any
person;
(h) causing a class of securities of ALC to be delisted from and national
securities exchange or to cease to be authorized to be quoted on the National
Association of Securities Dealers Automated Quotation System;
(i) a class of equity securities of ALC becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As a result of execution of the Shareholder Agreements, TI may be
deemed to have beneficial ownership of 22,252,797 shares of ALC Common Stock,
representing approximately 33.7% of the issued and outstanding shares of
Common Stock of ALC (as set forth in the Combination Agreement). To TI's
knowledge, none of the Associated Persons in their individual capacities
beneficially owns any shares of ALC Common Stock.
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(b) As a result of execution of the Shareholder Agreements, TI may be
deemed to have shared voting and dispositive powers with respect to the
Shares. To TI's knowledge, none of the Associated Persons in their individual
capacities has voting or dispositive powers with respect to any shares of ALC
Common Stock.
(c) Neither TI nor, to TI's knowledge, any of the Associated Persons has
effected any transactions relating to the ALC Common Stock within the past
sixty days.
(d) Except as has been reported in filings made by any of the Shareholders
under Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, as
amended, no person other than the Shareholders is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Shares.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.
Except for the Shareholder Agreements, the Combination Agreement, and
certain Stockholder Agreements that have been entered into by certain of the
Associated Persons with respect to the voting and disposition of the shares of
the Common Stock of TI, as reported in TI's current report on Form 8-K dated
April 3, 1996, neither TI nor any of the Associated Persons has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of ALC, including, but not limited to
transfer or voting of any of such securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT 1. Agreement and Plan of Merger and Combination, dated as of April
1, 1996, by and among XYZ/Power, Inc. (now called Allegheny
Teledyne Incorporated), Allegheny Ludlum Corporation and
Teledyne, Inc.
EXHIBIT 2. Form of Shareholder Agreement, dated as of April 1, 1996, by and
between Teledyne, Inc. and each of Richard P. Simmons, Robert B.
Bozzone, Charles J. Queenan, Jr. and Arthur H. Aronson (including
Annex A: Form of Irrevocable Proxy).
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SIGNATURE.
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.
TELEDYNE, INC., a
Delaware corporation
April 9, 1996 By: /s/ Judith R. Nelson
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Date Name: Judith R. Nelson
Title: Secretary
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
EXHIBIT 1. Agreement and Plan of Merger and Combination, dated as of April
1, 1996, by and among XYZ/Power, Inc. (now called Allegheny
Teledyne Incorporated), Allegheny Ludlum Corporation and
Teledyne, Inc.
EXHIBIT 2. Form of Shareholder Agreement, dated as of April 1, 1996, by and
between Teledyne, Inc. and each of Richard P. Simmons, Robert B.
Bozzone, Charles J. Queenan, Jr. and Arthur H. Aronson (including
Annex A: Form of Irrevocable Proxy).
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EXHIBIT 1
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SHAREHOLDER AGREEMENT
THIS SHAREHOLDER AGREEMENT, dated as of April 1, 1996, by and between
Teledyne, Inc., a Delaware corporation ("TI"), and the shareholder listed on the
signature page hereof (such shareholder being referred to herein as the
"Shareholder");
WITNESSETH:
WHEREAS, the Shareholder, as of the date hereof, is the owner of or
has the sole right to vote the number of shares of Common Stock, par value $0.10
per share (the "Common Stock"), of Allegheny Ludlum Corporation, a Pennsylvania
corporation (the "Company"), set forth below the name of the Shareholder on the
signature page hereof (the "Shares"); and
WHEREAS, in reliance upon the execution and delivery of this
Agreement, TI will enter into an Agreement and Plan of Merger and Combination,
dated as of the date hereof (the "Combination Agreement"), with XYZ/Power, Inc.
and the Company which provides, among other things, that upon the terms and
subject to the conditions thereof, the Company and TI will each become a wholly
owned subsidiary of New Corporation (the "Combination"); and
WHEREAS, to induce TI to enter into the Combination Agreement and to
incur the obligations set forth therein, the Shareholder is entering into this
Agreement pursuant to which the Shareholder agrees to vote in favor of the
Combination and certain other matters as set forth herein, and to make certain
agreements with respect to the Shares upon the terms and conditions set forth
herein;
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
parties hereto agree as follows:
Section 1. VOTING OF SHARES; PROXY. (a) The Shareholder agrees that
until the earlier of (i) the Effective Time (as defined in the Combination
Agreement) or (ii) the date on which the Combination Agreement is terminated
(the earliest thereof being hereinafter referred to as the "Expiration Date"),
the Shareholder shall vote all Shares owned by the Shareholder at any meeting of
the Company's shareholders (whether annual or special and whether or not an
adjourned meeting), or, if
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applicable, take action by written consent (i) for adoption and approval of the
Combination Agreement and in favor of the ALC Merger (as defined in the
Combination Agreement) and otherwise in favor of the Combination and any other
transaction contemplated by the Combination Agreement as such Combination
Agreement may be modified or amended from time to time and (ii) against any
action, omission or agreement which would or could impede or interfere with, or
have the effect of discouraging, the Combination, including, without limitation,
any Acquisition Proposal (as defined in the Combination Agreement) other than
the Combination. Any such vote shall be cast or consent shall be given in
accordance with such procedures relating thereto as shall ensure that it is duly
counted for purposes of determining that a quorum is present and for purposes of
recording the results of such vote or consent.
(b) At the request of TI, the Shareholder, in furtherance of the
transactions contemplated hereby and by the Combination Agreement, and in order
to secure the performance by the Shareholder of his or her duties under this
Agreement, shall promptly execute, in accordance with the provisions of Section
1759(d) of the Pennsylvania Business Corporation Law, and deliver to TI, an
irrevocable proxy, substantially in the form of Annex A hereto, and irrevocably
appoint TI or its designees, with full power of substitution, his or her
attorney and proxy to vote, or, if applicable, to give consent with respect to,
all of the Shares owned by the Shareholder in respect of any of the matters set
forth in, and in accordance with the provisions of, clauses (i) and (ii) above
of Section 1(a). The Shareholder acknowledges that the proxy executed and
delivered by him or her shall be coupled with an interest, shall constitute,
among other things, an inducement for TI to enter into the Combination
Agreement, shall be irrevocable and shall not be terminated by operation of law
upon the occurrence of any event, including, without limitation, the death or
incapacity of the Shareholder. Notwithstanding any provision contained in such
proxy, such proxy shall terminate upon the Expiration Date.
Section 2. COVENANTS OF THE SHAREHOLDER. The Shareholder covenants
and agrees for the benefit of TI that, until the Expiration Date, he will:
(a) not sell, transfer, pledge, hypothecate, encumber, assign, tender
or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to the sale, transfer, pledge,
hypothecation, encumbrance, assignment, tender or other disposition of, any
of the Shares owned by him or her or any interest therein (provided, that
the foregoing shall not prevent the Shareholder from transferring the
Shares to an entity for estate planning purposes, provided that the
Shareholder retains sole voting rights over the Shares or
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the estate planning entity executes a joinder agreeing to be bound by the
terms of this Agreement);
(b) other than as expressly contemplated by this Agreement, not grant
any powers of attorney or proxies or consents in respect of any of the
Shares owned by him or her, deposit any of the Shares owned by him into a
voting trust, enter into a voting agreement with respect to any of the
Shares owned by him or her or otherwise restrict the ability of the holder
of any of the Shares owned by him or her freely to exercise all voting
rights with respect thereto;
(c) not, in his or her capacity as a shareholder of the Company (it
being understood that nothing in this Shareholder Agreement shall restrict
or affect Shareholder in any other capacity, including as a director or
officer, as applicable, of the Company) and he or she shall direct and use
his or her best efforts to cause his or her agents and representatives not
to, initiate, solicit or encourage, directly or indirectly, any inquiries
or the making or implementation of any Acquisition Proposal or engage in
any negotiations concerning, or provide any confidential information or
data to, or have any discussions with, any person relating to an
Acquisition Proposal, or otherwise facilitate any effort or attempt to make
or implement an Acquisition Proposal. The Shareholder shall immediately
cease and cause to be terminated any existing activities, including
discussions or negotiations with any parties, conducted heretofore with
respect to any of the foregoing and will take the necessary steps to inform
his or her agents and representatives of the obligations undertaken in this
Section 2(c). The Shareholder shall notify TI immediately if any such
inquiries or proposals are received by, any such information is requested
from, or any such negotiations or discussions are sought to be initiated or
continued with, him or her; and
(d) not take any action whatsoever that, based on advice from TI's or
the Company's independent auditors would or could prevent the Combination
from qualifying for "pooling of interests" accounting treatment.
Section 3. COVENANTS OF TI. TI covenants and agrees for the benefit
of the Shareholder that (a) immediately upon execution of this Agreement, TI
shall enter into the Combination Agreement, and (b) until the Expiration Date,
it shall use all reasonable efforts to take, or cause to be taken, all action,
and do, or cause to be done, all things necessary or advisable in order to
consummate and make effective the transactions contemplated by this Agreement
and the Combination Agreement, consistent with the terms and conditions of each
such agreement;
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PROVIDED, HOWEVER, that nothing in this Section 3, Section 12 or any other
provision of this Agreement is intended, nor shall it be construed, to limit or
in any way restrict TI's right or ability to exercise any of its rights under
the Combination Agreement.
Section 4. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER. The
Shareholder represents and warrants to TI that: (a) the execution, delivery and
performance by the Shareholder of this Agreement will not conflict with, require
a consent, waiver or approval under, or result in a breach of or default under,
any of the terms of any contract, commitment or other obligation (written or
oral) to which the Shareholder is bound; (b) this Agreement has been duly
executed and delivered by the Shareholder and constitutes a legal, valid and
binding obligation of the Shareholder, enforceable against the Shareholder in
accordance with its terms; (c) the Shareholder is the sole owner of or has the
sole right to vote the Shares and the Shares represent all shares of Common
Stock which the Shareholder is the sole owner of or has the sole right to vote
at the date hereof, and the Shareholder does not have any right to acquire, nor
is he the "beneficial owner" (as such term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) of, any other shares of any class
of capital stock of the Company or any securities convertible into or
exchangeable or exercisable for any shares of any class of capital stock of the
Company (other than shares subject to options or other rights granted by the
Company); (d) the Shareholder has full right, power and authority to execute and
deliver this Agreement and to perform his or her obligations hereunder; and (e)
the Shareholder owns the Shares free and clear of all liens, claims, pledges,
charges, proxies, restrictions, encumbrances, proxies, voting trusts and voting
agreements of any nature whatsoever other than as provided by this Agreement.
The representations and warranties contained herein shall be made as of the date
hereof and as of each day from the date hereof through and including the
Effective Time (as defined in the Combination Agreement).
Section 5. ADJUSTMENTS; ADDITIONAL SHARES. In the event (a) of any
stock dividend, stock split, merger (other than the Combination),
recapitalization, reclassification, combination, exchange of shares or the like
of the capital stock of the Company on, of or affecting the Shares or (b) that
the Shareholder shall become the beneficial owner of any additional shares of
Common Stock or other securities entitling the holder thereof to vote or give
consent with respect to the matters set forth in Section 1, then the terms of
this Agreement shall apply to the shares of capital stock or other instruments
or documents held by the Shareholder immediately following the effectiveness of
the events described in clause (a) or the Shareholder
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<PAGE>
becoming the beneficial owner thereof as described in clause (b), as though, in
either case, they were Shares hereunder.
Section 6. SPECIFIC PERFORMANCE. The Shareholder acknowledges that
the agreements contained in this Agreement are an integral part of the
transactions contemplated by the Combination Agreement, and that, without these
agreements, TI would not enter into the Combination Agreement, and acknowledges
that damages would be an inadequate remedy for any breach by him or her of the
provisions of this Agreement. Accordingly, the Shareholder and TI each agree
that the obligations of the parties hereunder shall be specifically enforceable
and neither party shall take any action to impede the other from seeking to
enforce such right of specific performance.
Section 7. NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be effective upon receipt (or refusal of
receipt), shall be in writing and shall be delivered in person, by telecopy or
telefacsimile, by telegram, by next-day courier service, or by mail (registered
or certified mail, postage prepaid, return receipt requested) to the Shareholder
at the address listed on the signature page hereof, and to TI at 2049 Century
Park East, Los Angeles, California 90067-3101 Attention: Secretary, telecopy
number 310-551-4366, or to such other address or telecopy number as any party
may have furnished to the other in writing in accordance herewith.
Section 8. BINDING EFFECT; SURVIVAL. Upon execution and delivery of
this Agreement by TI, this Agreement shall become effective as to the
Shareholder at the time the Shareholder executes and delivers this Agreement.
This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, personal representatives, successors and
assigns.
Section 9. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania
applicable to agreements made and to be performed entirely within such
Commonwealth.
Section 10. COUNTERPARTS. This Agreement may be executed in two
counterparts, both of which shall be an original and both of which together
shall constitute one and the same agreement.
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<PAGE>
Section 11. EFFECT OF HEADINGS. The Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 12. ADDITIONAL AGREEMENTS; FURTHER ASSURANCE. Subject to the
terms and conditions herein provided, each of the parties hereto agrees to use
all reasonable efforts to take, or cause to be taken, all action and to do, or
cause to be done, all things necessary, proper or advisable to consummate and
make effective the transactions contemplated by this Agreement. The Shareholder
will provide TI with all documents which may reasonably be requested by TI and
will take reasonable steps to enable TI to obtain all rights and benefits
provided it hereunder.
Section 13. AMENDMENT; WAIVER. No amendment or waiver of any
provision of this Agreement or consent to departure therefrom shall be effective
unless in writing and signed by TI and the Shareholder, in the case of an
amendment, or by the party which is the beneficiary of any such provision, in
the case of a waiver or a consent to depart therefrom.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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<PAGE>
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto all as of the day and year first above written.
Teledyne, Inc.
By ___________________________
Name:
Title:
_______________________
Shareholder
Address:
Number of Shares:
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<PAGE>
ANNEX A
[Form of Proxy]
IRREVOCABLE PROXY
In order to secure the performance of the duties of the undersigned
pursuant to the Shareholder Agreement, dated as of April 1, 1996 (the
"Shareholder Agreement"), between the undersigned and Teledyne, Inc., a Delaware
corporation, a copy of such agreement being attached hereto and incorporated by
reference herein, the undersigned hereby irrevocably appoint(s) ______________
and ________________, and each of them, the attorneys, agents and proxies, with
full power of substitution in each of them, for the undersigned and in the name,
place and stead of the undersigned, in respect of any of the matters set forth
in clauses (i) and (ii) of Section 1 of the Shareholder Agreement, to vote or,
if applicable, to give written consent, in accordance with the provisions of
said Section 1 and otherwise act (consistent with the terms of the Shareholder
Agreement) with respect to all shares of Common Stock, par value $0.10 per share
(the "Shares"), of Allegheny Ludlum Corporation, a Pennsylvania corporation (the
"Company"), whether now owned or hereafter acquired, which the undersigned is or
may be entitled to vote at any meeting of the Company held after the date
hereof, whether annual or special and whether or not an adjourned meeting, or,
if applicable, to give written consent with respect thereto. This Proxy is
coupled with an interest, shall be irrevocable and binding on any successor in
interest of the undersigned and shall not be terminated by operation of law upon
the occurrence of any event, including, without limitation, the death or
incapacity of the undersigned. This Proxy shall operate to revoke any prior
proxy as to the Shares heretofore granted by the undersigned. This Proxy shall
terminate on September 30, 1996. This Proxy has been executed in accordance
with Section 1759(d) of the Pennsylvania Business Corporation Law.
Dated:
________ ______________ ____
Dated:
________ ______________ _____
A-1
