SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): AUGUST 15,
1996
ALLEGHENY TELEDYNE INCORPORATED
(Exact name of registrant as specified in its 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
Item 5. Other Events.
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Effective as of August 15, 1996, Allegheny Teledyne
Incorporated (the "Company") entered into (i) a First
Supplemental Indenture with Allegheny Ludlum Corporation, a
wholly owned subsidiary of the Company ("Allegheny Ludlum"), and
The Chase Manhattan Bank (National Association), as Trustee, with
respect to Allegheny Ludlum's 6.95% Debentures Due December 15,
2025, a copy of which has been filed as Exhibit 4.1 hereto and is
incorporated by reference herein, (ii) a Fourth Supplemental
Indenture with Teledyne, Inc., a wholly owned subsidiary of the
Company ("Teledyne"), and Harris Trust Company of California, as
Trustee, with respect to Teledyne's 7% Subordinated Debentures
Due 1999, a copy of which has been filed as Exhibit 4.2 hereto
and is incorporated by reference herein, and (iii) a Third
Supplemental Indenture with Teledyne and Union Bank of
California, N.A., as Trustee, with respect to Teledyne's 10%
Subordinated Debentures Due 2004, Series A and Series C, a copy
of which has been filed as Exhibit 4.3 hereto and is incorporated
by reference herein. The debt securities of Allegheny Ludlum
referred to in clause (i) of the preceding sentence are hereafter
referred to as the "Allegheny Ludlum Debt Securities," and the
debt securities of Teledyne referred to in clauses (ii) and (iii)
of the preceding sentence are hereafter referred to collectively
as the "Teledyne Securities." Pursuant to such Supplemental
Indentures, the Company has guaranteed the due and punctual
payment of the principal of (and premium, if any) and interest on
the Allegheny Ludlum Debt Securities and Teledyne Debt Securities
that are the subject thereof, in each case on the terms provided
therein. The Teledyne Debt Securities are listed on the New York
Stock Exchange and the Allegheny Ludlum Debt Securities trade in
The Depositary Trust Company's Same-Day Funds Settlement System.
By virtue of the Supplemental Indentures and subject to
the following sentence, Allegheny Ludlum and Teledyne will be
exempt, pursuant to Section 12(h) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), from the respective
reporting obligations they would otherwise have with regard to
the Allegheny Ludlum Debt Securities and the Teledyne Debt
Securities, respectively, to file separate reports under Section
13 or 15(d) of the Exchange Act. The Company will include
summarized financial information with respect to Allegheny Ludlum
and Teledyne in the notes to the Company's audited consolidated
financial statements included or incorporated by reference in the
Company's annual reports on Form 10-K pursuant to Securities and
Exchange Commission Staff Accounting Bulletin No. 53.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibits are filed as part of
this Current Report on Form 8-K:
Exhibit
Description No.
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First Supplemental Indenture by and among 4.1
Allegheny Teledyne Incorporated, Allegheny
Ludlum Corporation and The Chase Manhattan
Bank (National Association), as Trustee, dated
as of August 15, 1996
Fourth Supplemental Indenture by and among 4.2
Allegheny Teledyne Incorporated, Teledyne, Inc.
and Harris Trust Company of California, as Trustee,
dated as of August 15, 1996
Third Supplemental Indenture by and among 4.3
Allegheny Teledyne Incorporated, Teledyne,
Inc. and Union Bank of California, N.A., as
Trustee, dated as of August 15, 1996
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 Teledyne Incorporated
Date: August __, 1996 By: /s/Jon D. Walton
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Jon D. Walton
Vice President-General
Counsel and Secretary
EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
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4.1 First Supplemental Indenture by and 6
among Allegheny Teledyne Incorporated,
Allegheny Ludlum Corporation and The
Chase Manhattan Bank (National Association),
as Trustee, dated as of August 15, 1996
4.2 Fourth Supplemental Indenture by and among 17
Allegheny Teledyne Incorporated, Teledyne,
Inc. and Harris Trust Company of California,
as Trustee, dated as of August 15, 1996
4.3 Third Supplemental Indenture by and among 32
Allegheny Teledyne Incorporated, Teledyne,
Inc. and Union Bank of California, N.A., as
Trustee, dated as of August 15, 1996