Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Allegheny Teledyne Incorporated
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
25-1792394
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(I.R.S. Employer Identification Number)
1000 Six PPG Place
Pittsburgh, PA 15222-5479
(412) 394-2800
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(Address of Principal Executive Offices) (Zip Code)
Allegheny Teledyne Incorporated Executive Deferred Compensation Plan
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(Full title of the plan)
Jon D. Walton
Allegheny Teledyne Incorporated
Senior Vice President, General Counsel and Secretary
1000 Six PPG Place
Pittsburgh, PA 15222-5479
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(Name address of agent for service)
(412) 394-2836
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(Telephone number, including area code, of agent for service)
Calculation of the Registration Fee
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<
<
Proposed maximum
Title of each class Proposed maximum aggregate offering
of securities to be Amount to be offering price per price(1) Amount of
registered registered(1) unit registration fee
- ---------------------- -------------------- --------------------- --------------------- --------------------
- ---------------------- -------------------- --------------------- --------------------- --------------------
Deferred
Compensation $40,000,000 N/A $40,000,000 $11,800.00
Obligations(2)(3)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the
Securities Act.
(2) The Deferred Compensation Obligations are unsecured obligations of
Allegheny Teledyne Incorporated to pay deferred compensation in the future
in accordance with the terms of the Allegheny Teledyne Incorporated
Executive Deferred Compensation Plan.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the Allegheny Teledyne Incorporated Executive Deferred
Compensation Plan.
INTRODUCTION
Allegheny Teledyne Incorporated (the "Corporation" or the "Registrant")
is filing this Registration Statement because of the uncertainty as to whether
the Deferred Compensation Obligations (as defined below) would or should be
considered "securities" or be subject to registration under the Securities Act
of 1933, as amended (the "Securities Act"). The filing of this Registration
Statement is not an admission by the Registrant that the Deferred Compensation
Obligations are securities or are subject to the registration requirements of
the Securities Act.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are hereby incorporated herein by
reference:
(i) Annual Report on Form 10-K for the year ended December 31, 1997,
as amended by Form 10-K/A (Amendment No. 1);
(ii) Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1998; and
(iii) Current Reports on Form 8-K dated January 30, 1998, March 12,
1998, March 17, 1998, April 4, 1998 and May 29, 1998.
All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all of the securities offered
hereby have been sold or which withdraws from registration such securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
The following summarizes the $40,000,000 of deferred compensation
obligations ("Deferred Compensation Obligations") created pursuant to the
Allegheny Teledyne Incorporated Executive Deferred Compensation Plan (the
"Plan"). This summary is qualified in its entirety by reference to the terms of
the Plan filed as Exhibit 4 hereto and incorporated herein by reference.
Certain members of management and other highly compensated employees of
the Corporation and its subsidiaries are permitted to defer salary and bonuses,
if any, pursuant to the Plan. When an employee makes a deferral election under
the Plan, the Corporation retains the amount deferred and credits the value of
such amount by book entry to an account maintained under the Plan for the
employee of the Corporation or participating subsidiary of the
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Corporation. The Corporation then assumes a general, unsecured obligation
to pay the employee (a "participant") in the future the deferred amount in
accordance with the terms of the Plan under which salary or bonuses were
deferred, as adjusted during the deferred period in accordance with applicable
investment measures as selected by the participant.
Payments of the Deferred Compensation Obligations will be made from the
general assets of the Corporation, except to the extent payments are made
pursuant to insurance policies owned and maintained by the Corporation as
described below. Each participant is a general unsecured creditor of the
Corporation with a claim against the Corporation for the amount the participant
has deferred, as adjusted during the deferral period in accordance with the
applicable investment measures as selected by the participant. The Deferred
Compensation Obligations are unsecured general obligations of the Corporation
and rank equally with other unsecured and subordinated indebtedness of the
Corporation from time to time outstanding.
Participants receive quarterly statements about their accounts under
the Plan. The Corporation determines the investment measures available under the
Plan. Each participant may elect to allocate the participant's account among the
available measures and may change the allocation in accordance with the terms of
the Plan.
Participants may not assign or transfer the Deferred Compensation
Obligations, other than by designating a beneficiary or beneficiaries to receive
payment if a participant dies before receiving full payment of the amount
credited to the participant's account, and the Deferred Compensation Obligations
shall not be subject to alienation, encumbrance, garnishment, attachment, or
execution by levy.
Payment of Deferred Compensation Obligations generally is made at the
time and in the manner elected by the participants at the time of the deferral
election as permitted by the Plan. Payment elections for salary deferrals for a
subsequent calendar year may be changed by filing a new election form on or
before December 1 of the preceding calendar year. Bonus deferral elections are
irrevocable and apply only to the bonus payable with respect to services
performed during the calendar year for which the election is made Each
participant (or, in the case of the participant's death, the participant's
beneficiary) shall be entitled to receive a distribution under the Plan as soon
as practicable following the participant's "Payment Eligibility Date". "Payment
Eligibility Date" means the first day of the month following the end of the
calendar quarter in which a participant terminates employment or dies. A
participant receiving benefits under a short-term disability plan or on an
approved leave of absence shall not be deemed to have terminated employment for
the purposes of the Plan. The amount payable to a participant shall be the
amount credited to the participant's account as of the participant's Payment
Eligibility Date.
Under the Plan, the Corporation will own and maintain one or more life
insurance policies on the life of an insurable participant. If a participant
dies at least 60 days following the first day of the month in which allocations
are first made to the participant's Plan account and prior to the participant's
Payment Eligibility Date, the participant's beneficiary will receive directly
from the insurance company in a single lump sum an amount equal to the greater
of (1) ten times the salary and bonus amounts allocated to such participant's
account during the first 12 months in which the insurable participant receives
allocations to the participant's account, and (2) two times the insurable
participant's account balance as of the participant's date of death if the
participant has not attained age 56 at the date of death or, if the insurable
participant is age 56 or older at death, 1.5 times the insurable participant's
account balance as of the participant's date
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of death. If a participant dies before the 60-day eligibility period, his
or her beneficiary will receive only the balance in the participant's account as
of the participant's Payment Eligibility Date.
Any benefits otherwise payable with respect to an insurable participant
under the Plan shall be reduced by the value of benefits received by the
insurable participant's beneficiary under the insurance policy or policies. If a
participant dies on or after the participant's Payment Eligibility Date, the
participant's beneficiary will not receive benefits under the insurance policy
or policies and any death benefits will be paid to the Corporation.
A participant may take an earlier distribution at any time prior to his
or her Payment Eligibility Date equal to 90% of the participant's account
balance by filing a request with the Corporation. The remaining 10% are a
penalty and forfeited by the participant to the Corporation. In addition, such
participant would become ineligible to participate in the Plan for the remainder
of the Plan year and the following Plan year.
The Deferred Compensation Obligations are not convertible into
securities of the Corporation, and participants have no voting rights with
respect to the Deferred Compensation Obligations. The Deferred Compensation
Obligations will not have the benefit of any negative pledge or other
affirmative or negative covenant on the part of the Corporation. No trustee has
been appointed having authority to take action with respect to the Deferred
Compensation Obligations and each participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any request for consents, waivers or amendments to the Deferred
Compensation Obligations, enforcing covenants and taking action upon any
default.
The Plan is administered by a Committee, consisting of at least three
members, appointed by the Executive Vice President, Finance and Administration
and Chief Financial Officer of the Corporation. Committee members serve without
compensation for their services. The Committee has the full discretion to
construe and interpret the terms and provision of the Plan, provided
administration of the Plan is done in a uniform and nondiscriminatory manner and
in accordance with laws applicable to the Plan. A member of a Committee is not
permitted to vote or act upon any matter which relates solely to himself as a
participant. The Committee may appoint a Plan administrator or any other agent,
and delegate to such person such powers and duties in connection with
administration of the Plan as the Committee may specify. The Corporation's Plan
Oversight Committee has general oversight power with respect to the Plan's
Committee.
The Corporation's Plan Oversight Committee has the right to amend, modify,
suspend or terminate the Plan, in whole or in part, at any time, subject to
ratification by the Personnel and Compensation Committee of the Corporation's
Board of Directors. No such amendment, modification, suspension or termination,
however, will reduce amounts then credited to a participant's account.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities of the Corporation being registered
hereby has been passed upon by Melanie S. Cibik, Counsel - Corporate and
Securities of the Corporation. As of June 30, 1998, Miss Cibik beneficially
owned no shares of the Corporation's Common Stock.
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The consolidated financial statements of the Corporation incorporated
by reference in the Corporation's Annual Report (Form 10-K) for the year ended
December 31, 1997, as amended, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon incorporated by
reference therein and herein. Such financial statements are incorporated herein
by reference in reliance upon the report of Ernst & Young LLP pertaining to such
financial statements given upon the authority of such firm as experts in
accounting and auditing.
The consolidated statements of operation, shareholders' equity and cash
flows of Teledyne, Inc. for the year ended December 31, 1995 incorporated by
reference in the Corporation's Annual Report (Form 10-K) for the year ended
December 31, 1997, as amended, have been audited by Arthur Andersen LLP,
independent auditors, as set forth in their report thereon incorporated by
reference therein and herein. Such financial statements are incorporated herein
by reference in reliance upon the report of Arthur Andersen LLP pertaining to
such financial statements given upon the authority of such firm as experts in
accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a Delaware corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty, except for liability (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit. Article SEVEN of the
Registrant's Restated Certificate of Incorporation provides that no director of
the Registrant shall be personally liable to the Registrant or its stockholders
in accordance with the foregoing provisions of Section 102(b)(7).
Under Section 145 of the DGCL, a Delaware corporation has the power to
indemnify directors and officers under certain prescribed circumstances and,
subject to certain limitations, against certain costs and expenses, including
attorneys' fees, actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil, criminal, administrative or investigative, to
which any of them is a party by reason of being a director or officer of the
Corporation if it is determined that the director or the officer acted in
accordance with the applicable standard of conduct set forth in such statutory
provision. Article EIGHT of the Registrant's Restated Certificate of
Incorporation provides that any person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director or an officer of the
Registrant or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to an
employee benefit plan, whether the basis of such proceeding is alleged action in
an official capacity as a director, officer, employee or agent or in any
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Registrant to the fullest extent authorized
by the DGCL.
The Corporation has purchased directors' and officers' liability
insurance covering certain liabilities which may be incurred by the officers and
directors of the Corporation in connection with the performance of their duties.
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Section 9.5.3 of the Plan provides that the Corporation shall indemnify and
save harmless the Committee and each member thereof, the Plan Oversight
Committee of the Corporation and each member thereof, the Chief Operating
Officer, the Executive Vice President, Finance and Administration and Chief
Financial Officer, the Director of Human Resources, and any delegate of the
Committee who is an employee of the Corporation against any and all expenses,
liabilities and claims, including legal fees to defend against such liabilities
and claims arising out of their discharge of responsibilities under or incident
to the Plan, other than expenses and liabilities arising out of willful
misconduct.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed on the Exhibit Index of this Registration Statement
are filed herewith or are incorporated by reference to other filings.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the Registration Statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
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(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of the securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purposes of
determining liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Pittsburgh, Commonwealth of Pennsylvania, on July
14, 1998.
Registrant
Allegheny Teledyne Incorporated
/s/ Richard P. Simmons
By: _________________________________
Richard P. Simmons, Chairman,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the foregoing Power of Attorney has been signed by
the following persons in the capacities and on the dates indicated.
Signature Capacity Date
/s/ Richard P. Simmons
________________________ Chairman, President and Chief July 14, 1998
Richard P. Simmons Executive Officer and a Director
/s/ James L. Murdy
________________________ Executive Vice President, Finance July 14, 1998
James L. Murdy and Administration and Chief
Financial Officer
/s/ Dale G. Reid
________________________ Vice President - Controller July 14, 1998
Dale G. Reid and Principal Accounting Officer
*
________________________ Director July 14, 1998
Robert P. Bozzone
*
________________________ Director July 14, 1998
Arthur H. Aronson
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*
________________________ Director July 14, 1998
Paul S. Brentlinger
*
________________________ Director July 14, 1998
Frank V. Cahouet
*
________________________ Director July 14, 1998
Diane C. Creel
*
________________________ Director July 14, 1998
C. Fred Fetterolf
*
________________________ Director July 14, 1998
Ray J. Groves
*
________________________ Director July 14, 1998
W. Craig McClelland
*
________________________ Director July 14, 1998
Robert Mehrabian
*
________________________ Director July 14, 1998
William G. Ouchi
*
________________________ Director July 14, 1998
Charles J. Queenan, Jr.
*
________________________ Director July 14, 1998
George A. Roberts
*
________________________ Director July 14, 1998
James E. Rohr
/s/ Jon D. Walton
By: _______________________________________
Jon D. Walton, Attorney-in-Fact and Agent,
pursuant to Power of Attorney filed as
Exhibit 24
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Committee has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh,
Commonwealth of Pennsylvania on July 14, 1998.
Plan
Allegheny Teledyne Incorporated
Executive Deferred Compensation Plan
/s/ Richard D. Mercer
By: _______________________________
Richard D. Mercer
Committee Member
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EXHIBIT INDEX
Exhibit
Number Description
4 Allegheny Teledyne Incorporated Executive Deferred Compensation
Plan, filed herewith.
5 Opinion of Counsel with respect to the legality of the Deferred
Compensation Obligations being registered, filed herewith.
23.1 Consent of Ernst & Young LLP, filed herewith.
23.2 Consent of Arthur Andersen LLP, filed herewith.
23.3 Consent of Counsel (included in opinion filed as Exhibit 5).
24 Power of Attorney of certain officers and directors of the
Corporation, filed herewith.
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