-----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, Ctw5bjJcdNvlxwBuTxl7XRIvbSy75u5UULLyg4aP7VTpRFuLG2K5Bxh1+NrhNdhU jQehT5I/kdKd2lmgF2I47A== 0000898431-98-000029.txt : 19980202 0000898431-98-000029.hdr.sgml : 19980202 ACCESSION NUMBER: 0000898431-98-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980128 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980130 SROS: NYSE FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-12001 FILM NUMBER: 98517844 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 8-K 1 8-K FOR ALLEGHENY TELEDYNE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 1998 ALLEGHENY TELEDYNE INCORPORATED (Exact name of registrant as specified in charter) Delaware 1-12001 25-1792394 (State or other jurisdiction (Commission (IRS Employer of incorporation) file number) Identification No.) 1000 SIX PPG PLACE, PITTSBURGH, PENNSYLVANIA 15222-5479 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (412) 394-2800 Page 1 of 6 Pages Exhibit Index Appears on Page 4 ITEM 5. OTHER EVENTS On January 28, 1998, Allegheny Teledyne Incorporated issued a press release, a copy of which is filed as Exhibit 99.1 hereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. The following exhibit is filed as part of this Current Report on Form 8-K: Exhibit Description No. ----------- ------- Press Release dated January 28, 1998 99.1 Page 2 of 6 Pages SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ALLEGHENY TELEDYNE INCORPORATED By: /s/Jon D. Walton -------------------------- Jon D. Walton Senior Vice President, General Counsel & Secretary Dated: January 30, 1998 Page 3 of 6 Pages EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION PAGE NO. 99.1 Press Release dated January 28, 1998 5 Page 4 of 6 Pages EX-99 2 EXHIBIT 99.1 - NEWS RELEASE NEWS RELEASE Bethlehem Steel Allegheny Teledyne Media Contact: Media Contact: Steve Donches Bill Acton 610/694-3711 412/394-2872 Investor Relations: Investor Relations: Blaise Derrico Gary Stechmesser 610/694-4583 412/394-2861 Dan Greenfield 412/394-3004 Bethlehem and Allegheny Teledyne Announce Agreements for Conversion, Asset Sales, and Hot Band Supply Bethlehem, PA and Pittsburgh, PA, January 28, 1998 - Bethlehem Steel Corporation (NYSE:BS) and Allegheny Teledyne Incorporated (NYSE:ALT) jointly announced today that they have entered into three agreements that would become effective immediately after Bethlehem closes its previously announced acquisition of Lukens Inc. (NYSE:LUC). Under these agreements, Bethlehem would provide Allegheny Teledyne with conversion services for stainless steel hot bands and coiled plate wider than Allegheny Teledyne can currently produce; Allegheny Teledyne would purchase certain assets that Lukens uses in the manufacture of stainless steel products; and Allegheny Teledyne would supply hot roll bands to Bethlehem for further processing on the stainless steel coil finishing facilities that Lukens currently owns. In a joint statement, Curtis H. Barnette, chairman and chief executive officer of Bethlehem, and Richard P. Simmons, chairman, president and chief executive officer of Allegheny Teledyne, said, "We believe that this arrangement provides an excellent way for both Bethlehem and Allegheny Teledyne to achieve important goals that will enhance their distinctive businesses. Neither Bethlehem nor Allegheny Teledyne separately could have realized the full potential for synergies that we believe this complementary arrangement provides." Under the conversion agreement, Bethlehem has agreed, for a 20-year period, to provide Allegheny Teledyne with up to 15 percent of the available time on Lukens' Coatesville, PA electric furnace melt shop and caster and Lukens' Conshohocken, PA Steckel mill for the melting, casting and rolling of Allegheny Teledyne's requirements for wide stainless steel products. Bethlehem would continue to supply conversion services for other companies on Lukens' 140-inch plate mill in Coatesville, PA. 5 of 6 Pages Under the asset sales agreement, Allegheny Teledyne would acquire certain assets of Lukens for $175 million. These assets include the Houston, PA plant of Lukens' Washington Steel Division, which is used for the melting, casting and rolling of stainless steel; the wide anneal and pickle line recently installed at the Lukens' Massillon, OH plant; and the vacuum-oxygen decarburization unit used in the refining of stainless steel at Lukens' Coatesville, PA plant. Both chairmen indicated that their companies are committed to maintain customer supplies of stainless plate without dislocation during the transition period. In discussing Bethlehem's agreement to acquire Lukens, Mr. Barnette noted, "Bethlehem's focus is carbon and alloy plate. We believe that our acquisition of Lukens will improve our competitive position in this market and provide significant synergies to Bethlehem." Mr. Simmons stated, "The conversion agreement and the acquisition of certain assets from Bethlehem will enable us to produce wide stainless steel products and provide the additional melt capacity which Allegheny Ludlum has needed for some time. The wider hot rolled products will supply Allegheny Ludlum's new 60-inch Sendzimer mill, which is scheduled to come on stream late this year. No changes in activity at our Brackenridge plant are anticipated." Under the hot band supply agreement, Allegheny Teledyne will supply Bethlehem with up to 150,000 tons of stainless bands for further processing at Lukens' stainless cold finishing facilities at its Washington, PA and Massillon, OH plants until Bethlehem sells these facilities, as previously announced. The agreements are subject to the completion of Bethlehem's acquisition of Lukens as well as customary regulatory approvals. It is anticipated that the agreements will be effective and that the asset sales will be closed soon after Bethlehem's acquisition of Lukens is consummated. Bethlehem is the second largest steel producer in the United States and primarily manufactures and sells a wide variety of steel mill products. Bethlehem's website can be found at http://bethsteel.com. Allegheny Teledyne Incorporated is a group of technology-based companies with significant concentration in stainless and specialty metals, complemented by aerospace and electronics, industrial and consumer products. Allegheny Teledyne's website can be found at http://www.alleghenyteledyne.com. 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----