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): July 22, 2004
Allegheny Technologies Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 1-12001 25-1792394
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1000 Six PPG Place, Pittsburgh, Pennsylvania 15222-5479
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (412) 394-2800
ITEM 5. OTHER EVENTS
On July 22, 2004, Allegheny Technologies Incorporated (the Company)
agreed to sell 12,000,000 shares of its common stock, par value $0.10 per share,
pursuant to the Underwriting Agreement dated July 22, 2004 by and among the
Company and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as
representatives of the underwriters listed in Schedule 1 thereto (the
Underwriters), and, at the option of the Underwriters, up to an additional
1,800,000 shares of Company common stock, at a price of $17.50 per share,
pursuant to a registration statement on Form S-3 (File No. 333-113820),
including a related Prospectus dated May 26, 2004, as supplemented by a
Prospectus Supplement dated July 22, 2004.
Filed as Exhibit 1.1 is the Underwriting Agreement dated July 22,
2004, relating to the offering. Filed as Exhibits 4.1, 5.1, 23.1 and 99.1 are a
specimen common stock certificate, the opinion of Kirkpatrick & Lockhart LLP
regarding the validity of the common stock to be sold in the offering, the
consent of Kirkpatrick & Lockhart LLP and the press release issued by the
Company with respect to the offering on July 23, 2004, respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 1.1 Underwriting Agreement dated July 22, 2004
between the Company and J.P. Morgan
Securities Inc and Citigroup Global Markets
Inc., as Representatives for the Underwriters
(filed herewith).
Exhibit 4.1 Specimen Stock Certificate for the
Common Stock of Allegheny Technologies
Incorporated (incorporated herein by
reference to Exhibit 6 to the Company's
Registration Statement on Form 8-A filed
July 30, 1996).
Exhibit 5.1 Opinion of Kirkpatrick & Lockhart LLP (filed
herewith).
Exhibit 23.1 Consent of Kirkpatrick & Lockhart LLP (included
in Exhibit 5.1).
Exhibit 99.1 Press Release dated July 23, 2004 (filed
herewith).
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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 TECHNOLOGIES INCORPORATED
By: /s/ Jon D. Walton
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Jon D. Walton
Executive Vice President, Human
Resources, Chief Legal and
Compliance Officer
Dated: July 23, 2004
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EXHIBIT INDEX
Exhibit 1.1 Underwriting Agreement dated July 22, 2004 between the
Company and J.P. Morgan Securities Inc. and Citigroup
Global Markets Inc., as Representatives for the
Underwriters (filed herewith).
Exhibit 4.1 Specimen Stock Certificate for the Common
Stock of Allegheny Technologies Incorporated
(incorporated herein by reference to Exhibit 6 to
the Company's Registration Statement on Form 8-A
filed July 30, 1996).
Exhibit 5.1 Opinion of Kirkpatrick & Lockhart LLP (filed herewith).
Exhibit 23.1 Consent of Kirkpatrick & Lockhart LLP (included in
Exhibit 5.1).
Exhibit 99.1 Press Release dated July 23, 2004 (filed herewith).
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