-----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, V9VVkHthe1eFAKTU9UKuRmZ/g+yG2pC/FjIosr+BRcH4ze/I4ShrccXUMJhAMOF9 dlSngEGC5XvIjmJGPjDtXQ== 0000898431-98-000283.txt : 19980901 0000898431-98-000283.hdr.sgml : 19980901 ACCESSION NUMBER: 0000898431-98-000283 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980831 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: SEC FILE NUMBER: 005-46715 FILM NUMBER: 98701615 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 SC 13D/A 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 ----------------------------------------------------------------- (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., Senior 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) August 31, 1998 ------------------------------------------------------- (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 16,380,560 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 - 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,380,560 ---------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] --- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3% ---- 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 8,086,392 REPORTING --------- PERSON WITH 10. SHARED DISPOSITIVE POWER 0 - 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,086,392 ---------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% --- 14. TYPE OF REPORTING PERSON IN -- - 3 - 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. - 4 - --------- 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 ------------------------------ Richard P. Simmons Individually and as Attorney- in-Fact for Dorothy P. Simmons pursuant to Exhibit E (previously filed; incorporated by reference) - 5 - 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. - 6 - -----END PRIVACY-ENHANCED MESSAGE-----