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): December 22, 1997
ALLEGHENY TELEDYNE INCORPORATED
(Exact name of registrant as specified in 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
Page 1 of 8 Pages
Exhibit Index Appears on Page 4
ITEM 5. OTHER EVENTS
On December 22, 1997, Allegheny Teledyne Incorporated issued a press
release, a copy of which is filed as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits. The following exhibit is filed as part of this Current
Report on Form 8-K:
Exhibit
Description No.
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Press Release dated December 22, 1997 99.1
Page 2 of 8 Pages
SIGNATURES
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
By: /s/ J. L. Murdy
--------------------------
J. L. Murdy
Executive Vice President, Finance
and Administration and Chief
Financial Officer
Dated: December 23, 1997
Page 3 of 8 Pages
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGE NO.
99.1 Press Release dated December 22, 1997 5
Page 4 of 8 Pages
NEWS RELEASE EXHIBIT 99.1
[LOGO]
1000 Six PPG Place
Pittsburgh, PA 15222-5479
contact: Bill Acton (PR)
412/394-2872
Dan Greenfield (IR)
412/394-3004
Gary Stechmesser (IR)
412/394-2861
ALLEGHENY TELEDYNE PROPOSES TO ACQUIRE LUKENS INC.
FOR $28 IN CASH PER COMMON SHARE;
PROPOSAL VALUE IS $715 MILLION, INCLUDING ASSUMED DEBT;
PROPOSED ACQUISITION IS STRATEGIC, PRO-COMPETITIVE
AND ACCRETIVE TO EARNINGS AND CASH FLOW
Pittsburgh, PA, December 22, 1997 - Allegheny Teledyne Incorporated (NYSE:ALT)
today announced that it has proposed to acquire Lukens Inc. (NYSE:LUC) in a
merger transaction in which holders of Lukens common shares would receive $28
per share in cash. The proposal is valued at $715 million, including assumed
debt.
In a letter delivered to the Lukens board of directors, Richard P. Simmons,
chairman, president and chief executive officer of Allegheny Teledyne, stated
that Allegheny Teledyne is prepared to enter into a merger agreement
substantially identical to the agreement Lukens announced with Bethlehem Steel
Corporation (NYSE:BS) last week. Simmons noted that Allegheny Teledyne's
proposal of $28 per share in cash represents a 12 percent premium to the stated
value of the Bethlehem Steel proposal to acquire Lukens at $25 per share.
The Allegheny Teledyne proposal is fully financed, and would be subject only to
customary conditions, including receipt of Lukens shareholder approval and all
necessary regulatory approvals, including antitrust clearance.
Page 5 of 8 Pages
Simmons commented, "We are convinced that our proposed acquisition of Lukens is
founded on firm strategic planning, is pro-competitive, and creates the
opportunity for significant synergies and cost savings. The combination is
expected to be accretive to our earnings and cash flow, after taking account of
synergies, in its first full year. We expect the acquisition to produce
continuing operational and financial synergies worth about $50 million in the
first full year and nearly $70 million in the second full year. These amounts
include the utilization of Allegheny Teledyne's pension surplus to cover the
unfunded pension liabilities of Lukens as well as the annual cost of its retiree
medical obligations. The merger will be accounted for as a purchase, which is
expected to create continuing non-cash charges of approximately $10 million per
year. We are confident that, with Lukens' cooperation, we can complete our
transaction quickly. We trust the Lukens board will recognize its fiduciary
duties and accept our clearly superior offer to enter into a merger agreement."
A copy of Allegheny Teledyne's letter to the Lukens board of directors is
attached.
Allegheny Teledyne Incorporated is a group of technology-based manufacturing
companies with significant concentration in specialty metals, complemented by
aerospace and electronics, industrial, and consumer products. In October 1997,
Allegheny Teledyne agreed to acquire Oregon Metallurgical Corporation
(Nasdaq:OREM).
Allegheny Teledyne's website can be found at http://www.alleghenyteledyne.com.
# # #
Page 6 of 8 Pages
RICHARD P. SIMMONS [LOGO]
Chairman of the Board, 1000 Six PPG Place
President and Chief Executive Officer Pittsburgh, PA 15222-5479
Phone: 412.394.2808
Facsimile: 412.394.3005
December 22, 1997
To the Members of the Board of Directors of Lukens Inc.:
We were surprised and disappointed to learn of your agreement to sell Lukens
Inc. to Bethlehem Steel Corporation. We have worked for over a year with your
management and advisors, at your invitation, to structure a transaction which
would combine our businesses and reward your stockholders. We believed we had
reached an agreement with your company and were disappointed that we were not
given an opportunity, despite our obvious interest, to continue to participate
in the process.
We continue to believe in a combination of Allegheny Teledyne Incorporated and
Lukens and its benefits for each of our shareholders and for your employees. The
Allegheny Teledyne Board of Directors has authorized our offer to acquire Lukens
for $28 in cash for each outstanding common share of Lukens. We are enclosing a
merger agreement which we are prepared to enter into immediately after you have
terminated the Bethlehem agreement in accordance with its terms because of our
superior offer. This agreement is substantially identical to the one entered
into by Lukens and Bethlehem, with changes appropriate to reflect an all-cash
transaction.
In evaluating our proposal, you should consider that:
The proposal is an all-cash offer;
The proposal is fully financed;
We propose to dispose of the same assets as Bethlehem;
The financial and other terms of our proposal are clearly superior to the
proposed Bethlehem transaction.
Your decision to sell to Bethlehem has created an obligation on your part to
secure the best price for your stockholders. Our cash offer is clearly superior
to Bethlehem's cash and stock offer. Bethlehem's compounded total return to
shareholders over the last three years was negative 58 percent, and it currently
receives a sub-investment grade corporate credit rating of single-B-plus from
Standard & Poor's rating agency.
We are confident that we can complete our transaction quickly. Your management
and advisors already have complete information regarding our financial and
operating
Page 7 of 8 Pages
Lukens Inc.
December 22, 1997
Page 2
capabilities. Additionally, we have reviewed with them our ability to obtain all
regulatory approvals necessary to complete a transaction, including HSR
clearances, and, in the course of meetings with your representatives, they
indicated that they concurred with our analysis.
Because of the significance of this transaction to our stockholders and to the
marketplace and reflecting our commitment to complete this combination, we are
making this letter publicly available. The importance of this matter to our
companies is great. We are prepared to meet with you and your advisors to
finalize a merger agreement immediately. We look forward to your prompt response
to our offer.
Sincerely,
Richard P. Simmons
Page 8 of 8 Pages