-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O1y2LM3Pz0MSmcivjn58xOfsl6Ick7EY8A54Nvg2o1SnO+FWeXnVhmbUn/kpllUA i5SdcnamX3Lii1aogYSOcQ== 0000898431-97-000079.txt : 19970319 0000898431-97-000079.hdr.sgml : 19970319 ACCESSION NUMBER: 0000898431-97-000079 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970318 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLEGHENY TELEDYNE INC CENTRAL INDEX KEY: 0001018963 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 251792394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46715 FILM NUMBER: 97558146 BUSINESS ADDRESS: STREET 1: 1000 SIX PPG PLACE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4123942800 MAIL ADDRESS: STREET 1: 100 SIX PPG PLACE CITY: PITTSBURGH STATE: PA ZIP: 15222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIMMONS RICHARD P CENTRAL INDEX KEY: 0000921448 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1000 SIX PPG PLACE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4123942836 MAIL ADDRESS: STREET 1: JOH D WALTON STREET 2: 1000 SIX PPG PLACE CITY: PITTSBURGH STATE: PA ZIP: 15222 SC 13D/A 1 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 ----------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.10 per share ----------------------------------------------------------------- (Title of Class of Securities) 017415 10 0 ----------------------------------- (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 ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 12, 1997 ------------------------------------------------------- (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. - 1 - 1. NAME OF REPORTING PERSON Richard P. Simmons ------------------------------------ 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. ------ 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 ---------- 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% --- 14. TYPE OF REPORTING PERSON IN -- - 2 - 1. NAME OF REPORTING PERSON Dorothy P. Simmons ------------------ 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. ------ 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 ---------- 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% --- 14. TYPE OF REPORTING PERSON IN -- - 3 - 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 - 4 - 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). - 5 - 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. - 6 - (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. - 7 - 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 - 8 - 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. Date: March 12, 1997 /s/Richard P.Simmons ------------------------------ Richard P. Simmons Date: March 12, 1997 /s/Dorothy P. Simmons ------------------------------ Dorothy P. Simmons - 9 - EXHIBIT INDEX ------------- 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 - ------------------- * Previously filed. - 10 - EX-99 2 IRREVOCABLE PROXY AND VOTING AGREEMENT 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). - 11 - 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 - 12 - 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 - ---------------------- ------------------------------ Dorothy P. Simmons Witness: /s/Richard P. Simmons - ---------------------- ------------------------------ Richard P. Simmons [Exhibit "A" Omitted] - 13 - EX-99 3 JOINT FILING AGREEMENT AND POWER OF ATTORNEY EXHIBIT E JOINT FILING AGREEMENT AND POWER OF ATTORNEY ----------------- 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 ------------------------------ Richard P. Simmons Date: March 12, 1997 /s/Dorothy P. Simmons ------------------------------ Dorothy P. Simmons - 14 - -----END PRIVACY-ENHANCED MESSAGE-----