-----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, RbsFispRTRZvVqjOZJdCs3531wdETPo5KlwmSVloOrCe46uZrT/oNDognVuw/16y UXW8mEUukUnsw9MyLQg78A== 0001157523-10-007092.txt : 20101124 0001157523-10-007092.hdr.sgml : 20101124 20101124104000 ACCESSION NUMBER: 0001157523-10-007092 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101124 DATE AS OF CHANGE: 20101124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLEGHENY TECHNOLOGIES INC CENTRAL INDEX KEY: 0001018963 STANDARD INDUSTRIAL CLASSIFICATION: STEEL PIPE & TUBES [3317] IRS NUMBER: 251792394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12001 FILM NUMBER: 101213716 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 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHENY TELEDYNE INC DATE OF NAME CHANGE: 19960716 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALLEGHENY TECHNOLOGIES INC CENTRAL INDEX KEY: 0001018963 STANDARD INDUSTRIAL CLASSIFICATION: STEEL PIPE & TUBES [3317] IRS NUMBER: 251792394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 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 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHENY TELEDYNE INC DATE OF NAME CHANGE: 19960716 425 1 a6524095.htm ALLEGHENY TECHNOLOGIES INCORPORATED 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)

November 24, 2010


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:

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

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

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

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


Item 7.01. Regulation FD Disclosure

On November 24, 2010, Allegheny Technologies Incorporated (NYSE: ATI) announced that L. Patrick Hassey, Chairman and Chief Executive Officer, will speak at the Credit Suisse 2010 Aerospace & Defense Conference in New York, NY on December 2, 2010.  Mr. Hassey’s remarks and presentation slides will be available live at 11:00 a.m. (ET) on Thursday, December 2, 2010, on ATI’s website www.ATImetals.com under the “Investors” tab.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01. Other Matters

On November 24, 2010, Allegheny Technologies Incorporated (NYSE: ATI) announced that L. Patrick Hassey, Chairman and Chief Executive Officer, will speak at the Credit Suisse 2010 Aerospace & Defense Conference in New York, NY on December 2, 2010.  Mr. Hassey’s remarks and presentation slides will be available live at 11:00 a.m. (ET) on Thursday, December 2, 2010, on ATI’s website www.ATImetals.com under the “Investors” tab.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

  (d) Exhibits
 
Exhibit 99.1 Press release dated November 24, 2010.

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

 

Dated:

November 24, 2010


EXHIBIT INDEX

Exhibit 99.1

 

Press release dated November 24, 2010.

EX-99.1 2 a6524095ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Allegheny Technologies’ Chairman and Chief Executive Officer Pat Hassey to Speak at the Credit Suisse 2010 Aerospace & Defense Conference

PITTSBURGH--(BUSINESS WIRE)--November 24, 2010--Allegheny Technologies Incorporated (NYSE: ATI) announced that L. Patrick Hassey, Chairman and Chief Executive Officer, will speak at the Credit Suisse 2010 Aerospace & Defense Conference in New York, NY on December 2, 2010. Mr. Hassey’s remarks and presentation slides will be available live at 11:00 a.m. (ET) on Thursday, December 2, 2010, on ATI’s website www.ATImetals.com under the “Investors” tab.

The presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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. Additional information concerning factors that could cause actual results to differ materially from those projected in the forward-looking statements is contained in Allegheny Technologies' filings 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 $3.8 billion for the twelve months ending September 30, 2010. ATI has approximately 8,900 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, oil and gas/chemical process industry, 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.ATImetals.com.

Important Information for Investors and Security Holders

ATI has agreed to acquire Ladish Co., Inc. (“Ladish”) pursuant to an Agreement and Plan of Merger dated November 16, 2010. This press release does not and the presentation will not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. ATI will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a proxy statement of Ladish that also constitutes a prospectus of ATI. ATI and Ladish also plan to file other documents with the SEC regarding the proposed transaction. A definitive proxy statement/prospectus will be mailed to shareholders of Ladish.


INVESTORS AND SHAREHOLDERS OF LADISH ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders of ATI and Ladish may obtain these documents (and any other documents filed by ATI or Ladish with the SEC) free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed with the SEC by ATI may be obtained free of charge by directing a request to: Allegheny Technologies Incorporated, 1000 Six PPG Place, Pittsburgh, Pennsylvania 15222-5479, Attention: Corporate Secretary, or from ATI’s website at www.atimetals.com. The documents filed with the SEC by Ladish may be obtained free of charge by directing a request to: Ladish Co., Inc. 5481 S. Packard Avenue, Cudahy, Wisconsin 53110, Attention: Wayne E. Larsen, Vice President Law/Finance and Secretary.

ATI, Ladish their respective directors and certain of their executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Ladish in connection with the proposed transaction. Information about the directors and executive officers of ATI is set forth in its proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on April 2, 2010. Information about the directors and executive officers of Ladish is set forth in its proxy statement for its 2010 annual meeting of shareholders, which was filed with the SEC on March 15, 2010.

Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in the presentation may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of risk and uncertainties, and actual results or events may differ materially from those projected or implied in those statements. Examples include statements regarding the parties’ ability to consummate the proposed transaction and timing thereof, the benefits and impact of the proposed transaction, including effects on cash flow or earnings, the combined company’s ability to achieve the synergies and value creation that are contemplated by the parties, ATI’s ability to promptly and effectively integrate Ladish’s business, and the diversion of management time on transaction-related issues. Additional examples of forward-looking statements include information concerning ATI’s, Ladish’s or the combined company’s outlook, anticipated revenues or results of operations, and the anticipated benefits expected to be realized in connection therewith, as well as any other statement that does not directly relate to any historical or current fact.


These forward-looking statements often include words such as “believe,” “expect,” “project,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecast” or similar expressions. These statements are based on certain assumptions that ATI and Ladish have made in light of their experience in the industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors that they believe are appropriate in these circumstances. ATI and Ladish believe these judgments are reasonable, but you should understand that no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial conditions of ATI, Ladish or the combined company, due to a variety of important factors, both positive and negative. Among other items, such factors could include the ability of the parties to obtain all necessary regulatory consents to the proposed transaction; the overall strength and stability of general economic conditions, both in the United States and in global markets, including the timing and strength of the current recovery; the effect of significant changes in the competitive environment, including as a result of industry consolidation, and the effect of competition in the parties’ respective markets; their ability to achieve cost savings and efficiencies and realize opportunities to increase productivity and profitability; their ability to accurately estimate future levels of business activity and adjust operations accordingly; impact of a major disruption in their communication or centralized information networks or payment systems; and changes in the existing, or the adoption of new, laws, regulations, policies or other activities of governments, agencies and similar organizations where such actions may materially affect their operations or the cost thereof.

ATI and Ladish caution you that you should not rely unduly on these forward-looking statements, which reflect their current beliefs and are based on information currently available. Neither ATI nor Ladish undertakes any obligation to update or revise any forward-looking statements as of any future date. Additional information concerning these statements and other factors can be found in ATI’s and Ladish’s filings with the SEC, including the respective Annual Reports on Form 10-K, the quarterly reports on Form 10-Q, current reports on Form 8-K and other documents ATI or Ladish have filed.

CONTACT:
Allegheny Technologies Incorporated
Dan L. Greenfield, 412-394-3004
www.ATImetals.com

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