8-K

UNITED STATES
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) May 26, 2009

Allegheny Technologies Incorporated

(Exact name of registrant as specified in its charter)

Delaware	1-12001	25-1792394
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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

N/A
(Former name or former address, if changed since last report).

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

     On May 26, 2009, Allegheny Technologies Incorporated (the “Company”) announced its intention to offer concurrently $300.0 million aggregate principal amount of senior notes due 2019 and $350.0 aggregate principal amount of convertible senior notes due 2014. The Company also expects to grant the underwriters for the convertible notes offering an option to purchase up to an additional $52.5 million aggregate principal amount of convertible notes to cover over-allotments. The Company’s press release announcing this intention is set forth in its entirety and filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     The Company also announced on May 26, 2009 that it has commenced a cash tender offer to purchase any and all of its outstanding 8.375% Notes due 2011. The Company’s press release announcing the commencement of this cash tender offer is set forth in its entirety and filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit 99.1	Press release dated May 26, 2009.
Exhibit 99.2	Press release dated May 26, 2009.

SIGNATURE

     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 TECHNOLOGIES INCORPORATED
By:	/s/ Jon D. Walton
	Jon D. Walton
	Executive Vice President, Human Resources, Chief Legal and Compliance Officer, General Counsel and Corporate Secretary

Dated: May 26, 2009

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press release dated May 26, 2009.
Exhibit 99.2	Press release dated May 26, 2009.

EX-99.1

Exhibit 99.1

Contact:
Dan L. Greenfield
412-394-3004

Allegheny Technologies Announces Proposed Concurrent Senior Notes and
Convertible Notes Offerings

Pittsburgh, PA, May 26, 2009, Allegheny Technologies Incorporated (NYSE:ATI) announced today its intention to offer concurrently $300 million aggregate principal amount of senior notes due 2019 and $350 million aggregate principal amount of convertible notes due 2014. The offerings will be made pursuant to the Company’s shelf registration statement filed with the Securities and Exchange Commission on May 26, 2009. Neither the completion of the senior notes offering nor the convertible notes offering will be contingent on the completion of the other. The interest rate and other financial terms of the senior notes due 2019 will be determined upon the pricing of such notes. In addition, the interest rate, conversion rate, and other financial terms of the convertible notes will be determined upon the pricing of such notes. ATI also expects to grant the underwriters for the convertible offering an option to purchase up to an additional $52.5 million aggregate principal amount of convertible notes to cover over-allotments.

ATI intends to use the net proceeds from the senior notes offering to purchase any and all of its outstanding 8.375% Notes due 2011 pursuant to the terms of a tender offer by ATI for those notes. As of today, there were $300.0 million in aggregate principal amount of ATI’s 8.375% Notes due 2011 outstanding. Any net proceeds of the senior notes offering not used to purchase the 8.375% Notes will be used for general corporate purposes.

ATI intends to use the net proceeds from the convertible notes offering to manage its liabilities and other obligations, such as by making voluntary contributions to its defined benefit pension trust and contributions to trusts established to fund retiree medical benefits.

Citi and JPMorgan are the joint book-running managers for the senior notes offering. JPMorgan and Citi are the joint book-running managers for the convertible note offering.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any of the senior notes or convertible notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. A registration statement relating to the senior notes and convertible notes has been filed with the Securities and Exchange Commission.

Copies of the prospectus and senior notes preliminary prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended, may be obtained from Citi, Prospectus Department, Brooklyn Army Terminal, 140 58^th Street, 8^th Floor, Brooklyn,

New York 11220 or by telephone at 800-831-9146 and at www.sec.gov. Copies of the prospectus and convertible notes preliminary prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended, may be obtained from JPMorgan, National Statement Processing, Prospectus Library, 4 Chase Metrotech Center, CS Level, Brooklyn, New York 11245 or by telephone at 718 242-8002 and at www.sec.gov.

ATI’s obligation to accept any 8.375% Notes due 2011 tendered in its tender offer and to pay the applicable consideration for them are set forth solely in the related Offer to Purchase and the Letter of Transmittal. This news release is neither an offer to purchase nor a solicitation of an offer to sell any 8.375% Notes due 2011. The tender offer is made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this news release is qualified by reference to the Offer to Purchase and the related Letter of Transmittal. Subject to applicable law, ATI may amend, extend or, subject to certain conditions, terminate the tender offer.

This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements in this news release relate to future events and expectations and, as such, constitute forward-looking statements. Forward-looking statements include those containing such words as “anticipates,” “believes,” “estimates,” “expects,” “would,” “should,” “will,” “will likely result,” “forecast,” “outlook,” “projects,” and similar expressions. Forward-looking statements are based on management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which we are unable to predict or control, that may cause our actual results, performance or achievements to materially differ from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include: (a) material adverse changes in economic or industry conditions generally, including credit market conditions and related issues, and global supply and demand conditions and prices for our specialty metals; (b) material adverse changes in the markets we serve, including the aerospace and defense, construction and mining, automotive, electrical energy, chemical process industry, oil and gas, medical and other markets; (c) our inability to achieve the level of cost savings, productivity improvements, synergies, growth or other benefits anticipated by management, including those anticipated from strategic investments and the integration of acquired businesses, whether due to significant increases in energy, raw materials or employee benefits costs, the possibility of project cost overruns or unanticipated costs and expenses, or other factors; (d) volatility of prices and availability of supply of the raw materials that are critical to the manufacture of our products; (e) declines in the value of our defined benefit pension plan assets or unfavorable changes in laws or regulations that govern pension plan funding; (f) significant legal proceedings or investigations adverse to us; (g) other risk factors summarized in our Annual Report on Form 10-K for the year ended December 31, 2008, and in other reports filed with the Securities and Exchange Commission. We assume no duty to update our forward-looking statements.

Building the World’s Best Specialty Metals Company™

Allegheny Technologies Incorporated is one of the largest and most diversified specialty metals producers in the world with revenues of $5.3 billion during 2008. ATI has approximately 9,600 full-time employees world-wide who use innovative technologies to offer global markets a wide range of specialty metals solutions. Our major markets are aerospace and defense, chemical process industry/oil and gas, electrical energy, medical, automotive, food equipment and appliance, machine and cutting tools, and construction and mining. Our products include titanium and titanium alloys, nickel-based alloys and superalloys, grain-oriented electrical steel, stainless and specialty steels, zirconium, hafnium, and niobium, tungsten materials, and forgings and castings. The Allegheny Technologies website is www.alleghenytechnologies.com.

EX-99.2

Exhibit 99.2

Contact:
Dan L. Greenfield
412-394-3004

Allegheny Technologies Announces Cash Tender Offer For Any and All of its
8.375% Notes due 2011

Pittsburgh, PA — May 26, 2009 — Allegheny Technologies Incorporated (NYSE:ATI) announced today that it has commenced a cash tender offer to purchase any and all of its outstanding 8.375% Notes due 2011 (CUSIP No. 01741RAB8), of which $300 million in aggregate principal amount were outstanding as of today. The terms and conditions of the tender offer are described in an Offer to Purchase, dated May 26, 2009, and the related Letter of Transmittal, which are being sent to holders of the notes.

The tender offer will expire at 5:00 p.m., New York City time, on June 3, 2009, unless extended or earlier terminated. As set forth in the Offer to Purchase, notes tendered on or before the expiration time may be validly withdrawn at any time on or before the expiration time.

The cash consideration for each $1,000 principal amount of the notes tendered and accepted for payment will be $1,060. In addition to the cash consideration, holders of notes tendered and accepted for payment will receive accrued and unpaid interest on the notes from the last interest payment date for the notes to, but not including, the settlement date, which currently is expected to be June 4, 2009.

The consummation of the tender offer is not conditioned upon any minimum amount of notes being tendered but is conditioned upon the satisfaction or waiver of the conditions set forth in the Offer to Purchase, which include the consummation of ATI’s announced offering of new senior unsecured debt securities, as more fully described in the Offer to Purchase.

ATI’s obligation to accept any notes tendered and to pay the applicable consideration for them are set forth solely in the Offer to Purchase and the related Letter of Transmittal. The information in this news release is qualified by reference to the Offer to Purchase and the related Letter of Transmittal. Subject to applicable law, ATI may amend, extend or, subject to certain conditions, terminate the tender offer.

ATI has retained Citi and JPMorgan to serve as Lead Dealer Managers for the tender offer and has retained Banc of America Securities LLC, as co-dealer manager for the tender offer. ATI has retained Global Bondholder Services Corporation to serve as the depositary and information agent for the tender offer.

Requests for documents may be directed to Global Bondholder Services Corporation by telephone at 212 430-3774 or at 866 294-2200 (toll free) or in writing at 65 Broadway — Suite 723, New York, New York 10006. Questions regarding the tender offer or consent solicitation

may be directed to Citi. at 212 723-6106 (collect) or 800 558-3745 (toll free) or JPMorgan at 212 834-3424 (collect) or 866 834-4666 (collect).

This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The tender offer is made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. None of ATI, the dealer managers and the solicitation agents or the depositary and information agent makes any recommendations as to whether holders should tender their notes pursuant to the tender offer. Holders must make their own decisions as to whether to tender notes, and, if so, the principal amount of notes to tender.

This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements in this news release relate to future events and expectations and, as such, constitute forward-looking statements. Forward-looking statements include those containing such words as “anticipates,” “believes,” “estimates,” “expects,” “would,” “should,” “will,” “will likely result,” “forecast,” “outlook,” “projects,” and similar expressions. Forward-looking statements are based on management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which we are unable to predict or control, that may cause our actual results, performance or achievements to materially differ from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include: (a) material adverse changes in economic or industry conditions generally, including credit market conditions and related issues, and global supply and demand conditions and prices for our specialty metals; (b) material adverse changes in the markets we serve, including the aerospace and defense, construction and mining, automotive, electrical energy, chemical process industry, oil and gas, medical and other markets; (c) our inability to achieve the level of cost savings, productivity improvements, synergies, growth or other benefits anticipated by management, including those anticipated from strategic investments and the integration of acquired businesses, whether due to significant increases in energy, raw materials or employee benefits costs, the possibility of project cost overruns or unanticipated costs and expenses, or other factors; (d) volatility of prices and availability of supply of the raw materials that are critical to the manufacture of our products; (e) declines in the value of our defined benefit pension plan assets or unfavorable changes in laws or regulations that govern pension plan funding; (f) significant legal proceedings or investigations adverse to us; (g) other risk factors summarized in our Annual Report on Form 10-K for the year ended December 31, 2008, and in other reports filed with the Securities and Exchange Commission. We assume no duty to update our forward-looking statements.

Building the World’s Best Specialty Metals Company™

Allegheny Technologies Incorporated is one of the largest and most diversified specialty metals producers in the world with revenues of $5.3 billion during 2008. ATI has approximately 9,600 full-time employees world-wide who use innovative technologies to offer global markets a wide range of specialty metals solutions. Our major markets are aerospace and defense, chemical process industry/oil and gas, electrical energy, medical, automotive, food equipment and appliance, machine and cutting tools, and construction and mining. Our products include titanium and titanium alloys, nickel-based alloys and superalloys, grain-oriented electrical steel, stainless and specialty steels, zirconium, hafnium, and niobium, tungsten materials, and forgings and castings. The Allegheny Technologies website is www.alleghenytechnologies.com.