SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_]Confidential, for Use of the
Commission Only (as Permitted by
[_]Preliminary Proxy Statement Rule 14a-6(e)(2))
[X]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ALLEGHENY TELEDYNE INCORPORATED
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X]No fee required.
[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_]Fee paid previously with preliminary materials.
[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[LETTERHEAD OF ATI APPEARS HERE]
October 14, 1999
To our Stockholders:
You are cordially invited to attend a Special Meeting of Stockholders to be
held on Thursday, November 11, 1999, in Conference Center A, Conference Level
Floor, The Westin William Penn Hotel, 530 William Penn Place, Pittsburgh,
Pennsylvania.
This booklet includes the notice of meeting and related proxy statement.
Enclosed with this booklet are the following:
. Proxy or voting instruction card (including instructions for telephone
and internet voting)
. Proxy or voting instruction card return envelope (postage paid if mailed
in the U.S.)
If you are a stockholder of record, you will also receive an admission
ticket request card.
As we have previously announced, we are in the process of spinning off our
Aerospace and Electronics segment and our Consumer segment into independent,
publicly-traded companies to be known as Teledyne Technologies Incorporated
and Water Pik Technologies, Inc., respectively. In these spin-offs, you will
receive one share of Teledyne Technologies common stock for every seven shares
of Allegheny Teledyne common stock you own and one share of Water Pik
Technologies common stock for every 20 shares of Allegheny Teledyne common
stock you own, in each case as of the record date for the spin-offs. Separate
Information Statements containing information about each spin-off and the
business, management and financial performance of each new company are being
provided to you separately.
At this Special Meeting of Stockholders, you are being asked to approve a
proposed amendment to Allegheny Teledyne's Restated Certificate of
Incorporation to effect a one-for-two reverse split of Allegheny Teledyne
common stock and to reduce the number of authorized shares of common stock.
The amendment is intended to become effective concurrently with the
distribution date for the spin-offs. We believe that this amendment, which
will reduce outstanding shares by 50%, will result in a more appropriate
number of outstanding shares and per-share market price for our common stock
following the spin-offs.
We will change our name to "Allegheny Technologies Incorporated" at the
time of the spin-offs.
Your vote is important! Approval of the reverse split and reduction of
authorized shares will require the affirmative vote of holders of at least a
majority of outstanding shares of common stock. Please read the proxy
statement and vote your shares as soon as possible. We encourage you to take
advantage of voting by telephone or internet as explained on the enclosed
proxy or voting instruction card. Or, you may vote by completing, signing and
returning your proxy or voting instruction card in the enclosed postage-paid
envelope. It is important that you vote, whether you own a few or many shares
and whether or not you plan to attend the meeting.
Sincerely,
/s/ R. P. Simmons
Richard P. Simmons
Chairman
ALLEGHENY TELEDYNE INCORPORATED
Notice of Special Meeting of Stockholders
Meeting Date:
November 11, 1999
Time: 9:00 A.M., Pittsburgh Time
Place:
Conference Center A
Conference Level Floor,
The Westin William Penn Hotel
530 William Penn Place
Pittsburgh, Pennsylvania
Record Date:
October 12, 1999
Agenda
1) Act on a proposal to amend the Company's Restated Certificate of
Incorporation to effect a one-for-two reverse split of the Company's Common
Stock and to reduce the number of authorized shares of Common Stock; and
2) Transaction of any other business properly brought before the meeting.
Stockholder List
A list of stockholders entitled to vote will be available during business hours
for 10 days prior to the meeting at the Company's executive offices, 1000 Six
PPG Place, Pittsburgh, Pennsylvania, for examination by any stockholder for any
legally valid purpose.
Admission to the Meeting
Allegheny Teledyne stockholders or their authorized representatives by proxy
may attend the meeting. If you are a stockholder of record and you plan to
attend the meeting, please complete and promptly return the enclosed postage-
paid ticket request card so an admission ticket can be mailed to you. If your
shares are held through an intermediary such as a broker or a bank, you should
present proof of your ownership at the meeting. Proof of ownership could
include a proxy from your bank or broker or a copy of your account statement
which shows your ownership of shares as of the record date for the meeting.
By order of the Board of Directors
/s/ Jon D. Walton
Jon D. Walton
Senior Vice President, General Counsel
and Secretary
Dated: October 14, 1999
PROXY STATEMENT FOR
SPECIAL MEETING OF STOCKHOLDERS
VOTING PROCEDURES
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Who May Vote
If you were a stockholder on the books of the Company at the close of
business on October 12, 1999 you may vote at the special meeting. On that day,
there were 188,317,691 shares of our Common Stock outstanding.
Each share is entitled to one vote. In order to vote, you must either
designate a proxy to vote on your behalf or attend the meeting and vote your
shares in person. The Board of Directors requests your proxy so that your
shares will count toward a quorum and be voted at the meeting.
Methods of Voting
All stockholders may transmit their proxy votes by mail. Stockholders of
record can also vote by telephone or internet. Stockholders who hold their
shares through a bank or broker can vote by telephone or by internet if their
bank or broker offers those options.
. By Mail. Stockholders may complete, sign, date and return their proxy cards
in the postage-paid envelope provided. If you sign, date and return your
proxy card without indicating how you want to vote, your proxy will be voted
as recommended by the Board of Directors.
. By Telephone or Internet. Stockholders of record may vote by using the toll-
free number or internet website address listed on the proxy card.
Participants who hold stock in Company employee benefit plans also may vote
by telephone or the internet. Your proxy card contains a Control Number that
will identify you as a stockholder and confirm that your votes were properly
recorded when you vote by telephone or internet procedures. Please see your
proxy card for specific instructions.
Revoking Your Proxy
You may change your mind and revoke your proxy at any time before it is
voted at the meeting by:
. sending a written notice to revoke your proxy to the Secretary of the
Company;
. transmitting a proxy at a later date than your prior proxy either by mail,
telephone or internet;
. attending the meeting and voting in person or by proxy (except for shares
held in the employee plans described below).
Voting by Employee Benefit Plan Participants
Participants who hold Common Stock in one of the Company's defined
contribution savings or retirement or stock ownership plans may tell the plan
trustee how to vote the shares of Common Stock allocated to their accounts. You
may either sign and return the voting instruction card provided by the plan or
transmit your instructions by telephone or internet. If you do not transmit
instructions, your shares will be voted as the plan administrator directs or as
otherwise provided in the plan.
Voting Shares Held by Brokers, Banks and Other Nominees
If you hold your shares in a broker, bank or other nominee account, you are
a "beneficial owner" of Company Common Stock. In order to vote your shares, you
must give voting instructions to your bank, broker or other intermediary who is
the "nominee holder" of your shares. The Company asks brokers, banks and other
nominee holders to obtain voting instructions from the beneficial owners of
shares that are registered in the nominee's name. Proxies that are transmitted
by nominee holders on behalf of beneficial owners will count toward a quorum
and will be voted as instructed by the nominee holders.
1
Effect of Abstentions and Broker Non-Votes
Abstentions and broker "non-votes" will have the effect of a negative vote
on the proposal to amend the Company's Restated Certificate of Incorporation.
Confidential Voting Policy
The Company maintains a policy of keeping stockholder votes confidential.
2
STOCK OWNERSHIP INFORMATION
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Five Percent Owners of Common Stock
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As of October 1, 1999, the Company had received notice that the individuals
and entities listed in the following table are beneficial owners of five
percent or more of Company Common Stock.
In general, "beneficial ownership" includes those shares a person has the
power to vote or transfer, and options to acquire Common Stock that are
exercisable currently or within 60 days.
Amount and Nature of Percent of
Name and Address of Beneficial Owner Beneficial Ownership Class
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J. P. Morgan & Co. Incorporated................. 21,564,205(a) 11.4%
60 Wall Street, New York, NY 10260
Richard P. Simmons.............................. 16,235,913(b) 8.6%
1000 Six PPG Place, Pittsburgh, PA 15222
Caroline W. Singleton........................... 13,999,320 7.4%
Sole Trustee of the Singleton Family Trust
335 North Maple Drive, Beverly Hills, CA 90210
Scudder Kemper Investments, Inc................. 11,027,180(c) 5.8%
345 Park Avenue, New York, NY 10154
Capital Research and Management Company......... 10,150,400(d) 5.4%
333 South Hope Street, Los Angeles, CA 90071
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(a) J. P. Morgan & Co. Incorporated filed a Schedule 13F under the Securities
Exchange Act of 1934 indicating that as of June 30, 1999 it beneficially
owned 21,564,205 shares of Common Stock, including 15,924,800 shares as to
which it had sole voting power and 158,369 shares as to which it had shared
voting power.
(b) Mr. Simmons has the sole power to direct the voting of all of these shares,
and sole power to direct the disposition of 8,070,460 of these shares. Mrs.
Richard P. Simmons has the sole power to direct the disposition of
8,081,392 of these shares. The amount shown includes shares held for Mr.
Simmons as of September 30, 1999 under the Company's Retirement Savings
Plan and options to acquire 52,362 shares which Mr. Simmons may exercise
within 60 days of October 1, 1999 under Company incentive stock plans. Mr.
Simmons disclaims beneficial ownership of shares, not shown in the table,
owned by the R. P. Simmons Family Foundation and exercisable options to
acquire 200,000 shares which he transferred as gifts to family members.
(c) Scudder Kemper Investments, Inc. filed a Schedule 13G dated February 12,
1999 indicating that as of December 31, 1998, it beneficially owned Common
Stock as follows: 2,326,862 sole voting power; 7,974,265 shared voting
power; 10,928,613 sole dispositive power; and 98,569 shared dispositive
power.
(d) Capital Research and Management Company filed a Schedule 13G dated February
8, 1999 indicating that as of December 31, 1998, it held sole dispositive
power, and no voting power, with respect to 10,150,400 shares of Common
Stock as a result of acting as investment advisor to various registered
investment companies.
3
Stock Ownership of Management
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The following table shows the shares of Common Stock reported to the Company
as beneficially owned as of October 1, 1999 by the directors and other insiders
of the Company.
Total Shares--
Shares Shares That May Percentage if 1%
Beneficially be Acquired or more of
Beneficial Owner Owned Within 60 Days Shares Outstanding
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Robert P. Bozzone............ 5,071,466 23,000 5,094,466 2.7%
Paul S. Brentlinger.......... 9,027 3,000 12,027
Frank V. Cahouet............. 192 49,812 50,004
Thomas A. Corcoran........... 150,000 0 150,000
Diane C. Creel............... 1,243 18,413 19,656
C. Fred Fetterolf............ 6,900 3,000 9,900
Ray J. Groves................ 2,071 4,973 7,044
Frank J. Lucchino............ 334 0 334
W. Craig McClelland.......... 7,950 3,000 10,950
Robert Mehrabian............. 50,538 15,326 65,864
James L. Murdy............... 124,582 46,000 170,582
William G. Ouchi............. 5,926 15,067 20,993
Charles J. Queenan, Jr....... 655,525 3,000 658,525
James E. Rohr................ 10,625 3,000 13,625
Richard P. Simmons........... 16,183,551 52,362 16,235,913 8.6%
Jon D. Walton................ 97,744 60,666 158,410
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All directors and other stat-
utory insiders
as a group.................. 22,407,687 345,339 22,753,026 12.0%
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Mr. Simmons' beneficial ownership is described in note (b) to the table
under "Five Percent Owners of Common Stock" on page 3.
The table includes shares held as of September 30, 1999 in the Company's
Retirement Savings Plan for the accounts of Messrs. Bozzone, Mehrabian, Murdy,
Simmons and Walton and shares held jointly with the named individual's spouse.
The table does not include shares where beneficial ownership is disclaimed,
including: 240,000 shares owned by Mr. Bozzone's wife; 71,700 shares owned by
the Bozzone Family Foundation; 200 shares owned by Mr. Brentlinger's wife;
2,600 shares owned by the Fetterolf Family Foundation; 54,100 shares owned by
Mr. Queenan's wife; and 7,400 shares owned by Mr. Walton's wife.
4
PROPOSAL TO AMEND CERTIFICATE OF INCORPORATION TO EFFECT A ONE-FOR-TWO REVERSE
SPLIT OF THE COMPANY'S COMMON STOCK AND TO REDUCE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK
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The Board of Directors has proposed an amendment to the Company's Restated
Certificate of Incorporation that would effect a reverse stock split of the
Company's Common Stock on the basis of one share of Common Stock for each two
shares of presently outstanding Common Stock and reduce the authorized number
of shares of Common Stock from 600,000,000 shares to 500,000,000 shares,
thereby reducing the total number of authorized shares of capital stock from
650,000,000 shares to 550,000,000 shares. As of October 1, 1999, 189,059,875
shares of Common Stock were issued and outstanding, 8,877,789 shares were held
in treasury and 402,062,336 shares were unissued. As of October 1, 1999, there
were 6,977,691 shares of Common Stock reserved for issuance upon the exercise
of outstanding options or delivery of performance shares under the Company's
management and other incentive plans.
Reasons for the Proposed Reverse
Stock Split
The Company is in the process of spinning off its Aerospace and Electronics
segment and its Consumer segment into independent, publicly-traded companies to
be known as Teledyne Technologies Incorporated and Water Pik Technologies,
Inc., respectively. Revenues attributable to these operations in 1998
represented approximately 27% of our total sales from continuing operations for
that year.
The principal purpose of the proposed amendment is to reduce the number of
shares of Common Stock outstanding. The Board of Directors believes that the
total number of shares currently outstanding will be disproportionately large
relative to the Company's size following the pending spin-offs of Teledyne
Technologies and Water Pik Technologies. The amendment is intended to coincide
with the distribution date for the spin-offs.
Our Board of Directors believes that per share market prices of a common
stock can affect its acceptability by portions of the financial community and
the investing public. The number of shares of a stock outstanding should not,
by itself, affect its marketability, the type of investor who acquires it or
the company's reputation in the financial community. However, certain types of
investors look upon lower priced stocks as possibly speculative in nature and,
as a matter of policy, avoid investment in such stocks. Marketability of lower-
priced shares can also be adversely affected by the reluctance of many leading
brokerage firms to recommend these stocks to their clients.
The reverse stock split is intended to reduce outstanding shares by one-half
to a number the Board of Directors believes appropriate for the Company
following the spin-offs of Teledyne Technologies and Water Pik Technologies. In
addition, while we cannot assure you that the price of the Common Stock after
the reverse split will actually increase in an amount proportionate to the
decrease in the number of outstanding shares, the proposed reverse stock split
is intended to result in a price level for the Common Stock that will maintain
and enhance investor interest subsequent to the spin-offs.
Principal Effects
The principal effects of the proposed reverse stock split would be the
following:
Based upon 189,059,875 shares of Common Stock outstanding on October 1,
1999, the proposed one-for-two reverse stock split would decrease the
outstanding shares of Common Stock by 50%, and thereafter approximately
94,529,937 shares of Common Stock would be outstanding. The proposed reverse
stock split would not affect the proportionate equity interest in the Company
of any holder of Common Stock, except as may result from the provisions for the
elimination of fractional shares as described below. The proposed reverse stock
split will not affect the
5
registration of the Common Stock under the Securities Exchange Act of 1934 or
the listing of the Common Stock on the New York Stock Exchange.
Our Board of Directors has preliminarily determined that, following the
spin-offs and the reverse stock split, the initial rate of regular quarterly
cash dividends on our Common Stock will be $.20 per share (the equivalent of
approximately $.10 per share on a pre-reverse split basis). We cannot assure
you that this or any other specific level of dividends on our Common Stock will
be declared or maintained. The declaration of future dividends by our Board of
Directors will depend on our results of operations, financial condition, cash
requirements, future prospects, limitations imposed by credit agreements or
senior securities and other factors that our Board of Directors deems relevant.
The reverse stock split may leave certain stockholders with one or more "odd
lots" of Company Common Stock, i.e., stock in amounts of less than 100 shares.
These shares may be more difficult to sell, or require a greater commission per
share to sell, than shares in even multiples of 100.
As of October 1, 1999, there were outstanding options to purchase shares and
outstanding grants on a contingent basis to deliver performance shares under
the Company's management and other incentive plans relating to an aggregate of
6,977,691 shares of Common Stock. On that date 3,934,865 shares of Common Stock
remained available for grant under such plans. All of the outstanding options
and other grants include provisions for adjustments in the number of shares
covered thereby, and the exercise price thereof, in the event of a reverse
stock split, by appropriate action of the Personnel and Compensation Committee
of the Company's Board of Directors. If the proposed one-for-two reverse split
is approved and effected, there would be reserved for issuance upon exercise of
all outstanding options and other outstanding grants a total of 3,488,845
shares of Common Stock prior to giving effect to the spin-offs of Teledyne
Technologies and Water Pik Technologies. Each of the outstanding options would
thereafter evidence the right to purchase 50% of the shares of Common Stock
previously covered thereby and the exercise price per share would be twice the
previous exercise price. Each of the outstanding grants of performance shares
would thereafter evidence the contingent obligation to deliver 50% of the
shares of Common Stock previously covered thereby.
The following table illustrates the principal effects of the proposed
reverse stock split discussed in the preceding paragraphs prior to giving
effect to the spin-offs of Teledyne Technologies and Water Pik Technologies:
Prior to After
Reverse Split Reverse Split
Number of Shares and Amendment and Amendment
of Common Stock to Certificate to Certificate
---------------- -------------- --------------
Authorized....................................... 600,000,000 500,000,000
Outstanding...................................... 189,059,875 94,529,937
Reserved for future issuance upon exercise of
options or delivery of performance shares under
management and other incentive plans............ 6,977,691 3,488,845
Reserved for issuance in connection with future
grants under management and other incentive
plans........................................... 3,934,865 1,967,433
Available for future issuance by action of the
Board of Directors (after giving effect to the
above reservations)............................. 400,027,569 400,013,785
6
Assuming the proposed amendment to the Certificate effecting the reverse
stock split and reducing the authorized number of shares of Common Stock is
approved, a Certificate of Amendment amending the Certificate as set forth in
Appendix A to this Proxy Statement is expected to be filed with the Secretary
of State of the State of Delaware (the "Delaware Secretary of State"). The
amendment and the proposed reverse stock split would become effective upon the
date of filing (the "Effective Date"). We expect to file the Certificate of
Amendment on or about the distribution date for the spin-offs of Teledyne
Technologies and Water Pik Technologies.
Exchange of Stock Certificates and Elimination of Fractional Share Interests
As soon as possible after the Effective Date, holders of Common Stock will
be notified and requested to surrender their present Common Stock certificates
for new certificates representing the number of whole shares of Common Stock
after the reverse split. Until so surrendered, each current certificate
representing shares of Common Stock will be deemed for all corporate purposes
after the Effective Date to evidence ownership of Common Stock in the
appropriately reduced whole number of shares. ChaseMellon Shareholder Services,
L.L.C. will be appointed exchange agent (the "Exchange Agent") to act for
stockholders in effecting the exchange of their certificates.
No scrip or fractional share certificates for Common Stock will be issued in
connection with the reverse split. Instead, a certificate or certificates
evidencing the aggregate of all fractional shares otherwise issuable (rounded,
if necessary, to the next higher whole share) shall be issued to the Exchange
Agent or its nominee, as agent for the accounts of all holders of Common Stock
otherwise entitled to have a fraction of a share issued to them in connection
with the reverse split. Sales of fractional interests will be effected by the
Exchange Agent as soon as practicable on the basis of prevailing market prices
of the Common Stock on the New York Stock Exchange at the time of sale. After
the Effective Date, the Exchange Agent will pay to such stockholders their pro
rata share of the net proceeds derived from the sale of their fractional
interests upon surrender of their stock certificates. No service charges or
brokerage commissions will be payable by stockholders in connection with the
sale of fractional interests, all of which costs will be borne by the Company.
Federal Income Tax Consequences
Following is a general discussion of certain federal income tax consequences
of the proposed reverse split of Company Common Stock. This discussion does not
purport to deal with all aspects of federal income taxation that may be
relevant to holders of Common Stock and is not intended to be applicable to all
categories of investors, some of which, such as dealers in securities, banks,
insurance companies, tax-exempt organizations and foreign persons, may be
subject to special rules. The discussion is based on current provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), and administrative and
judicial interpretations as of the date hereof, all of which are subject to
change. Holders of Common Stock are advised to consult their own tax advisors
regarding the federal, state, local and foreign tax consequences of the
proposed reverse stock split.
The proposed reverse stock split is intended to be a tax-free
recapitalization for the Company and its stockholders.
The new shares of Common Stock in the hands of a stockholder will have an
aggregate basis for computing gains or loss equal to the aggregate basis of
shares of Common Stock held by that stockholder immediately prior to the
proposed reverse stock split reduced by the amount of proceeds, if any,
received from the sale of fractional interests and increased by any gain
recognized on that sale.
A stockholder's holding period for the new shares of Common Stock will be
the same as the holding period for the shares of Common Stock exchanged
therefor.
Stockholders who receive cash for all of their holdings (as a result of
owning fewer than
7
two shares) will recognize a gain or loss for federal income tax purposes as a
result of the disposition of their shares of Common Stock. Although the tax
consequences to stockholders who receive cash for some of their holdings are
not entirely certain, those stockholders in all likelihood will recognize a
gain or loss for federal income tax purposes as a result of the disposition of
a portion of their shares of Common Stock. In either case, the amount of the
gain or loss will be equal to the difference between the cash received upon the
disposition and the tax basis of the shares disposed of. Stockholders who do
not receive any cash for their holdings will not recognize any gain or loss for
federal income tax purposes as a result of the proposed reverse stock split.
Vote Required
Approval of the proposed amendment requires the affirmative vote of the
holders of at least a majority of the issued and outstanding shares of Common
Stock.
* * *
The foregoing summary of the proposed amendment is qualified in its entirety
by reference to its complete text, which is set forth as Appendix A to this
Proxy Statement.
The Board of Directors recommends a vote "FOR" the following resolution
which will be presented at the meeting.
"RESOLVED, that the amendment modifying the Company's Restated Certificate
of Incorporation to conform to Appendix A of the Proxy Statement for this
meeting is hereby adopted and approved in all respects."
The Board of Directors reserves the right to abandon the proposed amendment
without further action by the stockholders at any time prior to the filing of
the amendment with the Delaware Secretary of State notwithstanding
authorization of the proposed amendment by the stockholders.
8
OTHER INFORMATION
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Special Meeting and Stockholder Proposals
Under Rule 14a-8 of the Securities and Exchange Commission, proposals of
stockholders intended to be present at the 2000 Annual Meeting of Stockholders
must be received no later than November 19, 1999 for inclusion in the proxy
statement and proxy card for that meeting. In addition, the Company's
Certificate of Incorporation provides that in order for nominations or other
business to be properly brought before an annual meeting by a stockholder, the
stockholder must give timely notice thereof in writing to the Corporate
Secretary. To be timely, a stockholders' notice must be delivered to the
Secretary not less than 75 days and not more than 90 days prior to the first
anniversary of the preceding year's annual meeting which, in the case of the
2000 Annual Meeting of Stockholders, would be no earlier than February 11, 2000
and no later than February 28, 2000. If, however, the date of the annual
meeting is advanced by more than 30 days or delayed by more than 60 days from
such anniversary date to be timely, notice by the stockholder must be so
delivered not earlier than the 90th day prior to such annual meeting and not
later than the later of the 60th day prior to such annual meeting or the 10th
day following the day on which public announcement of the date of such meeting
is first made. The Company's Certificate of Incorporation also requires that
such notice contain certain additional information. Copies of the Certificate
of Incorporation can be obtained without charge from the Senior Vice President,
General Counsel and Secretary.
Proxy Solicitation
The Company pays the cost of preparing, assembling and mailing this proxy-
soliciting material. We will reimburse banks, brokers and other nominee holders
for reasonable expenses they incur in sending these proxy materials to our
beneficial stockholders whose stock is registered in the nominee's name.
The Company has engaged Morrow & Co. to help solicit proxies from brokers,
banks and other nominee holders of the Common Stock at a cost of $9,000 plus
expenses. Our employees may also solicit proxies for no additional
compensation.
By order of the Board of Directors
/s/ Jon D. Walton
Jon D. Walton
Senior Vice President, General Counsel and Secretary
Dated: October 14, 1999
9
APPENDIX A
The first sentence of Article FOUR of the Restated Certificate of
Incorporation of the Corporation is hereby amended in its entirety to read as
follows:
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Five Hundred Fifty Million
(550,000,000), consisting of Five Hundred Million (500,000,000) shares of
Common Stock, par value ten cents ($.10) per share (the "Common Stock"),
and Fifty Million (50,000,000) shares of Preferred Stock, par value ten
cents ($.10) per share (the "Preferred Stock").
Effective as of the close of business on the date of filing of this
Amendment to the Restated Certificate of Incorporation (the "Effective Time"),
each two (2) issued shares of Common Stock, including shares in the treasury
of the Corporation, shall be combined into one (1) validly issued, fully paid
and nonassessable share of Common Stock (the "Reverse Stock Split"). The par
value of the Common Stock shall not be affected by the Reverse Stock Split.
Each stock certificate that prior to the Effective Time represented shares of
Common Stock shall, following the Effective Time, represent the number of
shares into which the shares of Common Stock represented by such certificate
shall have been combined. No fractional shares or scrip shall be issued by
reason of this Amendment.
ALLEGHENY TELEDYNE INCORPORATED
VOTING INSTRUCTION CARD FOR SPECIAL MEETING
Solicited on Behalf of the Board of Directors of Allegheny Teledyne Incorporated
Oregon Metallurgical Corporation Employee Stock Compensation Plan
Oregon Metallurgical Corporation Savings Plan
The undersigned hereby directs the Trustee of the above Plans to vote the full
number of shares of Common Stock allocated to the account of the undersigned
under the Plan, at the Special Meeting of Stockholders of Allegheny Teledyne
Incorporated on November 11, 1999, and any adjournments thereof, upon the matter
set forth on the reverse of this card, and, in its discretion, upon such other
matters as may properly come before such meeting.
PLAN PARTICIPANTS MAY VOTE BY TOLL-FREE TELEPHONE OR INTERNET BY FOLLOWING THE
INSTRUCTIONS ON THE REVERSE SIDE. OR, PARTICIPANTS MAY VOTE BY COMPLETING,
DATING AND SIGNING THIS CARD AND RETURNING IT PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
If you wish to use this card to vote your shares, please complete, date and sign
on the reverse side.
/\ FOLD AND DETACH HERE /\
[LOGO OF ALLEGHENY TELEDYNE INCORPORATED]
1000 Six PPG Place
Pittsburgh, PA 15222-5479
Oregon Metallurgical Corporation Employee Stock Compensation Plan
Oregon Metallurgical Corporation Savings Plan
As a Plan participant, you have the right to direct the Plan Trustee how to vote
the shares of Allegheny Teledyne Common Stock that are allocated to your Plan
account and shown on the attached voting instruction card. The Trustee will hold
your instructions in complete confidence except as may be necessary to meet
legal requirements.
You may vote by telephone, internet or by completing, signing and returning the
voting instruction card (above). A postage-paid return envelope is enclosed.
The Trustee must receive your voting instructions by November 9, 1999. If the
Trustee does not receive your instructions by November 9, 1999, the plan
administrator may instruct the Trustee to vote your shares as the administrator
directs.
You will receive a separate set of proxy solicitation materials for any shares
of Common Stock you own other than your Plan shares. Your non-plan shares must
be voted separately from your Plan shares.
If you sign and return this card but do not specify a vote, your Plan shares
will be voted FOR the following item.
Proposal to amend Restated Certificate of Incorporation to effect one-for-two
reverse stock split and to reduce the number of authorized shares of common
stock.
FOR AGAINST ABSTAIN
[_] [_] [_]
DATE: , 1999
---------------------
--------------------------------
(Signature)
Please sign EXACTLY as your name
appears at the left.
- --------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\
YOUR VOTE IS IMPORTANT. PLEASE VOTE PROMPTLY.
You can vote three ways:
1. Call toll-free 1-800-840-1208 on a touch-tone telephone and follow the
instructions below. There is NO CHARGE to you for this call.
or
--
2. Vote by internet at our internet address: http://www.eproxy.com/alt
or
--
3. Mark, sign and date your proxy card and return it promptly in the enclosed
envelope.
--------------------------------------------
| VOTE BY TELEPHONE OR INTERNET |
--------------------------------------------
- ----------------------------------------------------------------------------
| **IF YOU WISH TO VOTE YOUR SHARES BY TELEPHONE OR INTERNET, |
| PLEASE FOLLOW THE INSTRUCTIONS BELOW** |
- ----------------------------------------------------------------------------
Your telephone or internet vote authorizes the named proxies to vote your
shares in the same manner as if you marked, signed and returned your proxy
card.
VOTE BY PHONE: FOR U.S. STOCKHOLDERS ONLY, CALL TOLL-FREE ON A TOUCH-TONE
TELEPHONE 1-800-840-1208 ANYTIME. THERE IS NO CHARGE TO YOU
FOR THIS CALL.
You will be asked to enter a Control Number which is located
in the box in the lower right corner of this form. After
entering your Control Number you will hear these instructions.
To vote FOR the Amendment to Allegheny Teledyne's Restated
Certificate of Incorporation, press 1; AGAINST, press 9;
ABSTAIN, press 0.
You must confirm your vote, when asked, by pressing 1.
VOTE BY INTERNET: THE WEB ADDRESS IS http://www.eproxy.com/alt
RETURN THE ABOVE CARD ONLY IF YOU
DO NOT VOTE BY TELEPHONE OR INTERNET
THANK YOU FOR VOTING.
ALLEGHENY TELEDYNE INCORPORATED
VOTING INSTRUCTION CARD FOR SPECIAL MEETING
Solicited on Behalf of the Board of Directors of Allegheny Teledyne Incorporated
. Personal Retirement and 401(k) Savings Account Plan
. Retirement Savings Plan
. Savings and Security Plan of the Lockport and Waterbury Facilities
. The 401(k) Savings Account Plan of Allegheny Ludlum Corporation (Washington
Plant)
The undersigned hereby directs the Trustee of the above Plans to vote the full
number of shares of Common Stock allocated to the account of the undersigned
under the Plans, at the Special Meeting of Stockholders of Allegheny Teledyne
Incorporated on November 11, 1999, and any adjournments thereof, upon the matter
set forth on the reverse of this card, and, in its discretion, upon such other
matters as may properly come before such meeting.
PLAN PARTICIPANTS MAY VOTE BY TOLL-FREE TELEPHONE OR INTERNET BY FOLLOWING THE
INSTRUCTIONS ON THE REVERSE SIDE. OR, PARTICIPANTS MAY VOTE BY COMPLETING,
DATING AND SIGNING THIS CARD AND RETURNING IT PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
If you wish to use this card to vote your shares, please complete, date and sign
on the reverse side.
/\ FOLD AND DETACH HERE /\
[LOGO OF ALLEGHENY TELEDYNE INCORPORATED]
1000 Six PPG Place
Pittsburgh, PA 15222-5479
. Personal Retirement and 401(k) Savings Account Plan
. Retirement Savings Plan
. Savings and Security Plan of the Lockport and Waterbury Facilities
. The 401(k) Savings Account Plan of Allegheny Ludlum Corporation (Washington
Plant)
As a Plan participant, you have the right to direct the Plan Trustee how to vote
the shares of Allegheny Teledyne Common Stock that are allocated to your Plan
account and shown on the attached voting instruction card. The Trustee will hold
your instructions in complete confidence except as may be necessary to meet
legal requirements.
You may vote by telephone, internet or by completing, signing and returning the
voting instruction card (above). A postage-paid return envelope is enclosed.
The Trustee must receive your voting instructions by November 9, 1999. If the
Trustee does not receive your instructions by November 9, 1999, the plan
administrator may instruct the Trustee to vote your shares as the administrator
directs.
You will receive a separate set of proxy solicitation materials for any shares
of Common Stock you own other than your Plan shares. Your non-plan shares must
be voted separately from your Plan shares.
If you sign and return this card but do not specify a vote, your Plan shares
will be voted FOR the following item.
Proposal to amend Restated Certificate of Incorporation to effect one-for-two
reverse stock split and to reduce the number of authorized shares of common
stock.
FOR AGAINST ABSTAIN
[_] [_] [_]
DATE: , 1999
---------------------
--------------------------------
--------------------------------
(Signature or Signatures)
Please sign EXACTLY as your name
appears at the left.
- --------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\
YOUR VOTE IS IMPORTANT. PLEASE VOTE PROMPTLY.
You can vote three ways:
1. Call toll-free 1-800-840-1208 on a touch-tone telephone and follow the
instructions below. There is NO CHARGE to you for this call.
or
--
2. Vote by internet at our internet address: http://www.eproxy.com/alt
or
--
3. Mark, sign and date your proxy card and return it promptly in the enclosed
envelope.
--------------------------------------------
| VOTE BY TELEPHONE OR INTERNET |
--------------------------------------------
- ----------------------------------------------------------------------------
| **IF YOU WISH TO VOTE YOUR SHARES BY TELEPHONE OR INTERNET, |
| PLEASE FOLLOW THE INSTRUCTIONS BELOW** |
- ----------------------------------------------------------------------------
Your telephone or internet vote authorizes the named proxies to vote your
shares in the same manner as if you marked, signed and returned your proxy
card.
VOTE BY PHONE: FOR U.S. STOCKHOLDERS ONLY, CALL TOLL-FREE ON A TOUCH-TONE
TELEPHONE 1-800-840-1208 ANYTIME. THERE IS NO CHARGE TO YOU
FOR THIS CALL.
You will be asked to enter a Control Number which is located
in the box in the lower right corner of this form. After
entering your Control Number you will hear these instructions.
To vote FOR the Amendment to Allegheny Teledyne's Restated
Certificate of Incorporation, press 1; AGAINST, press 9;
ABSTAIN, press 0.
You must confirm your vote, when asked, by pressing 1.
VOTE BY INTERNET: THE WEB ADDRESS IS http://www.eproxy.com/alt
RETURN THE ABOVE PROXY CARD ONLY IF YOU
DO NOT VOTE BY TELEPHONE OR INTERNET
THANK YOU FOR VOTING.
ALLEGHENY TELEDYNE INCORPORATED
VOTING INSTRUCTION CARD FOR SPECIAL MEETING
Solicited on Behalf of the Board of Directors of Allegheny Teledyne Incorporated
Teledyne, Inc. 401(k) Plan
The undersigned hereby directs the Trustee of the above Plan to vote the full
number of shares of Common Stock allocated to the account of the undersigned
under the Plan, at the Special Meeting of Stockholders of Allegheny Teledyne
Incorporated on November 11, 1999, and any adjournments thereof, upon the matter
set forth on the reverse of this card, and, in its discretion, upon such other
matters as may properly come before such meeting.
PLAN PARTICIPANTS MAY VOTE BY TOLL-FREE TELEPHONE OR INTERNET BY FOLLOWING THE
INSTRUCTIONS ON THE REVERSE SIDE. OR, PARTICIPANTS MAY VOTE BY COMPLETING,
DATING AND SIGNING THIS CARD AND RETURNING IT PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
If you wish to use this card to vote your shares, please complete, date and sign
on the reverse side.
/\ FOLD AND DETACH HERE /\
[LOGO OF ALLEGHENY TELEDYNE INCORPORATED]
1000 Six PPG Place
Pittsburgh, PA 15222-5479
Teledyne, Inc. 401(k) Plan
As a Plan participant, you have the right to direct the Plan Trustee how to vote
the shares of Allegheny Teledyne Common Stock that are allocated to your Plan
account and shown on the attached voting instruction card. The Trustee will hold
your instructions in complete confidence except as may be necessary to meet
legal requirements.
You may vote by telephone, internet or by completing, signing and returning the
voting instruction card (above). A postage-paid return envelope is enclosed.
The Trustee must receive your voting instructions by November 9, 1999. If the
Trustee does not receive your instructions by November 9, 1999, the plan
administrator may instruct the Trustee to vote your shares as the administrator
directs.
You will receive a separate set of proxy solicitation materials for any shares
of Common Stock you own other than your Plan shares. Your non-plan shares must
be voted separately from your Plan shares.
If you sign and return this card but do not specify a vote, your Plan shares
will be voted FOR the following item.
Proposal to amend Restated Certificate of Incorporation to effect one-for-two
reverse stock split and to reduce the number of authorized shares of common
stock.
FOR AGAINST ABSTAIN
[_] [_] [_]
DATE: , 1999
---------------------
--------------------------------
(Signature)
Please sign EXACTLY as your name
appears at the left.
- --------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\
YOUR VOTE IS IMPORTANT. PLEASE VOTE PROMPTLY.
You can vote three ways:
1. Call toll-free 1-800-840-1208 on a touch-tone telephone and follow the
instructions below. There is NO CHARGE to you for this call.
or
--
2. Vote by internet at our internet address: http://www.eproxy.com/alt
or
--
3. Mark, sign and date your proxy card and return it promptly in the enclosed
envelope.
--------------------------------------------
| VOTE BY TELEPHONE OR INTERNET |
--------------------------------------------
- ----------------------------------------------------------------------------
| **IF YOU WISH TO VOTE YOUR SHARES BY TELEPHONE OR INTERNET, |
| PLEASE FOLLOW THE INSTRUCTIONS BELOW** |
- ----------------------------------------------------------------------------
Your telephone or internet vote authorizes the named proxies to vote your
shares in the same manner as if you marked, signed and returned your proxy
card.
VOTE BY PHONE: FOR U.S. STOCKHOLDERS ONLY, CALL TOLL-FREE ON A TOUCH-TONE
TELEPHONE 1-800-840-1208 ANYTIME. THERE IS NO CHARGE TO YOU
FOR THIS CALL.
You will be asked to enter a Control Number which is located
in the box in the lower right corner of this form. After
entering your Control Number you will hear these instructions.
To vote FOR the Amendment to Allegheny Teledyne's Restated
Certificate of Incorporation, press 1; AGAINST, press 9;
ABSTAIN, press 0.
You must confirm your vote, when asked, by pressing 1.
VOTE BY INTERNET: THE WEB ADDRESS IS http://www.eproxy.com/alt
RETURN THE ABOVE CARD ONLY IF YOU
DO NOT VOTE BY TELEPHONE OR INTERNET
THANK YOU FOR VOTING.
ALLEGHENY TELEDYNE INCORPORATED
PROXY FOR SPECIAL MEETING
Solicited on Behalf of the Board of Directors of Allegheny Teledyne
Incorporated
The undersigned hereby appoints James L. Murdy, Mary W. Snyder and Jon D.
Walton or any of them, each with power of substitution and revocation, proxies
or proxy to vote all shares of Common Stock which the registered stockholder
named therein is entitled to vote with all powers which the stockholder would
possess if personally present at the Special Meeting of Stockholders of
Allegheny Teledyne Incorporated on November 11, 1999, and any adjournments
thereof, upon the matter set forth on the reverse side of this card and, in
their discretion, upon such other matters as may properly come before such
meeting.
STOCKHOLDERS MAY VOTE BY TOLL-FREE TELEPHONE OR INTERNET BY FOLLOWING THE
INSTRUCTIONS ON THE REVERSE SIDE. OR, STOCKHOLDERS MAY VOTE BY COMPLETING,
DATING AND SIGNING THIS PROXY CARD AND RETURNING IT PROMPTLY IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
If you wish to use this card to vote your shares, please vote, date and sign on
the reverse side.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
* FOLD AND DETACH HERE *
[ATI LETTERHEAD]
Dear Stockholder:
Enclosed are materials relating to the Allegheny Teledyne
Incorporated Special Meeting of Stockholders. The Notice of the Meeting
and Proxy Statement describe the formal business to be transacted at
the meeting.
Your vote is important. Please vote your proxy promptly whether or
not you expect to attend the meeting. You may vote by toll-free
telephone, by internet or signing and by returning the proxy card (above)
in the enclosed postage-paid envelope.
Jon D. Walton
Senior Vice President, General Counsel and
Secretary
If you sign and return this card but do not specify a vote, the proxies will
vote FOR the following item and in their discretion on other matters:
Proposal to amend Restated Certificate of Incorporation to effect one-
for-two reverse stock split and to reduce the number of authorized shares
of common stock.
FOR AGAINST ABSTAIN
[_] [_] [_]
DATE , 1999
------------------------------
-----------------------------------------
-----------------------------------------
(Signature or Signatures)
Please sign EXACTLY as your name
appears on the left. When signing as a
fiduciary or corporate officer, give
full title. For joint accounts, please
furnish both signatures.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
* FOLD AND DETACH HERE *
YOUR VOTE IS IMPORTANT, PLEASE VOTE PROMPTLY
You can vote three ways:
1. Call toll-free 1-800-840-1208 on a touch-tone telephone and follow the
instructions below. There is NO CHARGE to you for this call.
or
2. Vote by internet at our internet address: http://www.eproxy.com/alt
or
3. Mark, sign and date your proxy card and return it promptly in the enclosed
envelope.
VOTE BY TELEPHONE OR INTERNET
**IF YOU WISH TO VOTE YOUR SHARES BY TELEPHONE OR INTERNET, PLEASE FOLLOW
THE INSTRUCTIONS BELOW:
Your telephone or internet vote authorizes the named proxies to vote your
shares in the same manner as if you marked, signed and returned your proxy
card.
VOTE BY PHONE: FOR U.S. STOCKHOLDERS ONLY, CALL TOLL-FREE ON A TOUCH-TONE
TELEPHONE 1-800-840-1208 ANYTIME. THERE IS NO CHARGE TO YOU FOR
THIS CALL.
You will be asked to enter a Control Number which is located in
the box in the lower right corner of this form. After entering
your Control Number you will hear these instructions.
To vote FOR the Amendment to Allegheny Teledyne's Restated Certificate
Incorporation, press 1; AGAINST, press 9, ABSTAIN, press 0.
You must confirm your vote, when asked, by pressing 1.
VOTE BY INTERNET: THE WEB ADDRESS IS http://www.eproxy.com/alt
RETURN THE ABOVE PROXY CARD ONLY IF YOU
DO NOT VOTE BY TELEPHONE OR INTERNET
THANK YOU FOR VOTING.