Allegheny Technologies Inc – ‘8-A12B’ on 3/13/98

As of:  Friday, 3/13/98   ·   Accession #:  898431-98-103   ·   File #:  1-12001

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Form 8-A12B for Allegheny Teledyne Incorporated        5     21K 
 2: EX-1        Underwriting Agreement                                64    182K 

8-A12B   —   Form 8-A12B for Allegheny Teledyne Incorporated
Document Table of Contents

8-A12B
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Form 8-A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES   

PURSUANT TO SECTION 12(b) OR (g) OF THE   

 SECURITIES EXCHANGE ACT OF 1934

 ALLEGHENY TELEDYNE INCORPORATED
          (Exact name of registrant as specified in its charter)

         DELAWARE                                       25-1792394
(State of incorporation or organization)                  (I.R.S. Employer  
Identification No.)                                   

1000 SIX PPG PLACE, PITTSBURGH, PA                      15222-5479  
(Address of principal executive offices)                   (Zip Code)     

Securities to be registered pursuant to Section 12(b) of the Act:               

       Title of each class                       Name of each exchange
        to be so registered                       on which each class is
                                            to be registered

 PREFERRED SHARE PURCHASE RIGHTS                 NEW YORK STOCK EXCHANGE
 -------------------------------                 -----------------------

      If this form relates to the registration of a class of securities pursuant
to  Section  12(b) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(c), check the following box. [ x ]                               

      If this form relates to the registration of a class of securities pursuant
to  Section  12(g) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(d), check the following box. [ ]                                 

      Securities  Act  registration  statement  file  number to which  this form
relates:                                                                        

(if applicable)                       
---------------------                                                           

Securities to be registered pursuant to Section 12(g) of the Act:   

NONE
 -----------------------------
(Title of class)

 -----------------------------
(Title of class)

8-A12B
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INFORMATION REQUIRED IN REGISTRATION STATEMENT  

Item 1.     Description of Securities To Be Registered.                         

      On  March  12,  1998,  the  Board  of  Directors  of  Allegheny   Teledyne
Incorporated (the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each  outstanding  share of common  stock,  par value $.10
(the "Common Shares"),  of the Company.  The dividend is payable to stockholders
of record at the close of business on March 23, 1998 (the "Record  Date").  Each
Right  entitles  the  registered   holder  to  purchase  from  the  Company  one
one-hundredth of a share of Series A Junior  Participating  Preferred Stock (the
"Preferred  Shares") of the Company at a price of $100.00 per one  one-hundredth
of a  Preferred  Share  (the  "Purchase  Price"),  subject  to  adjustment.  The
description  and terms of the  Rights are set forth in a Rights  Agreement  (the
"Rights  Agreement") between the Company and ChaseMellon  Shareholder  Services,
L.L.C., as Rights Agent (the "Rights Agent").                                   

      Until the earlier to occur of (i) a public  announcement  that a person or
group of affiliated or associated persons (an "Acquiring Person"),  has acquired
beneficial  ownership of 15% or more of the outstanding Common Shares or (ii) 10
business days (or such later date as may be  determined by the Board)  following
the  commencement of, or announcement of an intention to make, a tender offer or
exchange  offer  the  consummation  of  which  would  result  in the  beneficial
ownership by a person or group of 15% or more of the  outstanding  Common Shares
(the earlier of such dates being the  "Distribution  Date"),  the Rights will be
evidenced,  with respect to any of the Common Share certificates  outstanding as
of the Record Date, by such Common Share  certificate with a copy of the Summary
of Rights attached thereto.                                                     

      The  Rights  Agreement  provides  that,  until the  Distribution  Date (or
earlier redemption or expiration of the Rights),  the Rights will be transferred
with and only with the Common Shares.  Until the  Distribution  Date (or earlier
redemption or expiration of the Rights),  new Common Share  certificates  issued
after the Record  Date upon  transfer  or new  issuance  of Common  Shares  will
contain a notation  incorporating  the Rights Agreement by reference.  Until the
Distribution  Date (or earlier  redemption  or  expiration  of the Rights),  the
surrender for transfer of any certificates  for Common Shares  outstanding as of
the Record Date,  even without such  notation or a copy of the Summary of Rights
being  attached  thereto,  will  also  constitute  the  transfer  of the  Rights
associated with the Common Shares  represented by such  certificate.  As soon as
practicable  following the Distribution Date, separate  certificates  evidencing
the  Rights  ("Right  Certificates")  will be mailed to holders of record of the
Common  Shares as of the close of  business  on the  Distribution  Date and such
separate Right Certificates alone will evidence the Rights.                     

      The Rights are not  exercisable  until the  Distribution  Date. The Rights
will expire on the close of  business  on March 12, 2008 (the "Final  Expiration
Date"),  unless the final  Expiration  Date is extended or unless the Rights are
earlier redeemed or exchanged by the Company, in each case, as described below. 

8-A12B
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      The Purchase  Price payable,  and the number of Preferred  Shares or other
securities  or  property  issuable,  upon  exercise of the Rights are subject to
adjustment  from time to time to  prevent  dilution  (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or  warrants  to  subscribe  for or  purchase  Preferred  Shares at a price,  or
securities  convertible into Preferred Shares with a conversion price, less than
the  then-current  market  price  of the  Preferred  Shares  or  (iii)  upon the
distribution  to holders of the Preferred  Shares of evidence of indebtedness or
assets  (excluding  regular  periodic  cash  dividends  paid out of  earnings or
retained  earnings or dividends  payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).                        

      The number of outstanding Rights and the number of one one-hundredths of a
Preferred  Share  issuable  upon  exercise  of each  Right are also  subject  to
adjustment  in the  event  of a stock  split  of the  Common  Shares  or a stock
dividend  on the  Common  Shares  payable  in  Common  Shares  or  subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.                                                 

      Preferred  Shares  purchasable  upon  exercise  of the Rights  will not be
redeemable.  Each  Preferred  Share will be entitled  to a minimum  preferential
quarterly  dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend  declared per Common  Share.  In the event of
liquidation,  the holders of the Preferred  Shares will be entitled to a minimum
preferential  liquidation  payment of $100 per share but will be  entitled to an
aggregate payment of 100 times the payment made per Common Share. Each Preferred
Share will have 100 votes,  voting together with the Common Shares.  Finally, in
the event of any merger,  consolidation  or other  transaction  in which  Common
Shares are exchanged, each Preferred Share will be entitled to receive 100 times
the amount  received per Common  Share.  These rights are protected by customary
antidilution provisions.                                                        

      Because of the nature of the Preferred Shares'  dividend,  liquidation and
voting rights, the value of the one one-hundredth  interest in a Preferred Share
purchasable  upon  exercise of each Right  should  approximate  the value of one
Common Share.                                                                   

      In the event that the Company is  acquired  in a merger or other  business
combination  transaction  or 50% or more of its  consolidated  assets or earning
power are sold after a person or group has become an  Acquiring  Person,  proper
provision will be made so that each holder of a Right will  thereafter  have the
right to receive,  upon the exercise  thereof at the then current exercise price
of the Right,  that number of shares of common  stock of the  acquiring  company
which at the time of such  transaction will have a market value of two times the
exercise price of the Right. In the event that any person or group of affiliated
or associated  persons becomes an Acquiring  Person,  proper  provision shall be
made so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon  exercise  that number of Common Shares having a market value of
two times the exercise price of the Right.                                      

8-A12B
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      At any time after any  person or group  becomes  an  Acquiring  Person and
prior  to the  acquisition  by  such  person  or  group  of 50% or  more  of the
outstanding  Common  Shares,  the Board of Directors of the Company may exchange
the Rights  (other  than  Rights  owned by such  person or group which will have
become void),  in whole or in part, at an exchange ratio of one Common Share, or
one one-hundredth of a Preferred Share, per Right.                              

      With certain  exceptions,  no  adjustment  in the  Purchase  Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such Purchase Price. No fractional  Preferred  Shares will be issued (other than
fractions  which are  integral  multiples  of one  one-hundredth  of a Preferred
Share,  which may, at the  election of the Company,  be evidenced by  depository
receipts) and, in lieu thereof,  an adjustment in cash will be made based on the
market price of the  Preferred  Shares on the last trading day prior to the date
of exercise.                                                                    

      At any time prior to the acquisition by a person or group of affiliated or
associated  persons of  beneficial  ownership of 15% or more of the  outstanding
Common  Shares,  the Board of  Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the  "Redemption  Price").
The  redemption  of the Rights may be made  effective at such time on such basis
with  such  conditions  as the Board of  Directors  of the  Company  in its sole
discretion may  establish.  Immediately  upon any redemption of the Rights,  the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.                                 

      The terms of the Rights may be  amended by the Board of  Directors  of the
Company  without the consent of the holders of the Rights,  except that from and
after  such time as any  person or group of  affiliated  or  associated  persons
becomes  an  Acquiring  Person,  no such  amendment  may  adversely  affect  the
interests of the holders of the Rights.                                         

      Until a Right is  exercised,  the holder  thereof,  as such,  will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.                                                

      The Rights Agreement, which specifies the terms of the Rights and includes
the form of Certificate of  Designations,  Preferences  and Rights setting forth
the  terms  of the  Preferred  Shares  is  filed  as an  exhibit  hereto  and is
incorporated  herein by reference.  The foregoing  description  of the Rights is
qualified in its entirety by reference to such exhibit.                         

8-A12B
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Item 2.     Exhibits                                                

      The following exhibit is filed as part of this  Registration  Statement on
Form 8-A:                                                                       

Exhibit No.                         Description                     

            1.      Rights  Agreement,  dated  as of  March  12,  1998,  between
                    Allegheny Teledyne Incorporated and ChaseMellon  Shareholder
Services, L.L.C.                        

 SIGNATURE

      Pursuant to the requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.                      

                       ALLEGHENY TELEDYNE INCORPORATED

Date: March 12, 1998                By:   /S/ JON D. WALTON                     
                                  ------------------------------
                 Jon D. Walton
                                  Senior Vice President, General
                         Counsel and Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
		3/12/08		2
		3/23/98		2					10-K405,  DEF 14A
Filed on:		3/13/98							8-K
		3/12/98		2		5			8-K
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