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): MARCH 24, 1998
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
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Item 2. Acquisition or Disposition of Assets.
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On March 24, 1998, pursuant to an Agreement and Plan of Merger dated
as of October 31, 1997 (the "Merger Agreement") among Allegheny Teledyne
Incorporated (the "Company"), Sea Merger Inc. ("Sub") and Oregon Metallurgical
Corporation ("Oremet"), Sub was merged with and into Oremet, whereupon Oremet
became a wholly owned subsidiary of the Company (the "Merger").
The Company is a group of technology-based manufacturing companies
with significant concentration in special metals, complemented by aerospace and
electronics, industrial and consumer products. Oremet is an integrated producer
and distributor of titanium sponge, ingot, mill products and castings for use in
the aerospace, industrial, golf and military markets.
Pursuant to the Merger Agreement, at the effective time of the
Merger each outstanding share of Common Stock, par value $1.00 per share, of
Oremet (other than shares owned by the Company or any subsidiary of the Company,
or shares held in Oremet's treasury immediately prior to the effective time of
the Merger) was converted into the right to receive 1.296 shares of Common
Stock,, par value $.10 per share, of the Company (with cash paid in lieu of
fractional shares). The foregoing conversion ratio was determined on the basis
of arms' length negotiations between representatives of the Company and Oremet.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
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(c) The following Exhibit is incorporated by reference as part of this
Current Report on Form 8-K:
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated
October 31, 1997 among Allegheny Teledyne
Incorporated, Sea Merger Inc. and Oregon
Metallurgical Corporation (Incorporated
by reference to Exhibit 2.1 to the
Registration Statement of Allegheny
Teledyne Incorporated on Form S-4,
Registration No. 333-46695.)
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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: April 3, 1998 By: /s/ James L. Murdy
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James L. Murdy
Executive Vice President,
Finance and Administration
and Chief Financial Officer