DELAWARE 25-1792394
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1000 SIX PPG PLACE
PITTSBURGH, PENNSYLVANIA 15222-5479
(Address of principal executive offices) (Zip Code)
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EXECUTIVE VICE PRESIDENT, CHIEF LEGAL AND COMPLIANCE OFFICER,
===============================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE
---------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.10 per share
Allegheny Ludlum
Corporation Personal
Retirement and 401(k) Savings
Plan 600,000
The 401(k) Plan 600,000
Allegheny Technologies
Retirement Savings Plan
600,000
401(k) Savings Account
Plan for Employees of the
Washington Plate Plant
Savings and Security Plan 50,000
of the Lockport and Waterbury
Facilities
50,000
Total 1,900,000 $20.81 $39,539,000.00 $4,653.74
===============================================================================================================
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(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h). The fee is calculated on the basis of the average of the high and low prices for the Registrant's Common Stock reported on the New York Stock Exchange on December 9, 2004.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated
by reference into this Registration Statement: (i) the Registrant's Annual
Report on Form 10-K for the period ended December 31, 2003; (ii) the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2004,
June 30, 2004, and September 30, 2004; (iii) the Registrant's Current Reports
on Form 8-K, dated January 21, 2004, February 16, 2004 (as amended), March
11, 2004, April 1, 2004, April 21, 2004, May 2, 2004, May 7, 2004, May 28,
2004, June 1, 2004 (as amended), June 28, 2004, July 8, 2004, July 20, 2004,
July 22, 2004, July 27, 2004, September 2, 2004, October 20, 2004, and December
9, 2004; and (iv) the description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A filed on July 30, 1996.
All documents subsequently filed by the Registrant with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated
by reference into this Registration Statement. Each document incorporated
by reference into this Registration Statement shall be deemed to be a part
of this Registration Statement from the date of filing of such document with
the Commission until the information contained therein is superseded or updated
by any subsequently filed document which is incorporated by reference into
this Registration Statement or by any document which constitutes part of the
prospectus relating to the Allegheny Ludlum Corporation Personal Retirement
and 401(k) Savings Plan; The 401(k) Plan; the Allegheny Technologies Retirement
Savings Plan; the 401(k) Savings Account Plan for Employees of the Washington
Plate Plant; and the Savings and Security Plan of the Lockport and Waterbury
Facilities (collectively, the "Plans").
The class of securities to be offered under this Registration Statement
is registered under Section 12 of the Exchange Act.
None.
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 breaches
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 his being a director or officer
of the corporation if it is determined that he 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
the Registrant will indemnify 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 he or she 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 Registrant has purchased directors' and officers' liability insurance
covering certain liabilities which may be incurred by the officers and directors
of the Registrant in connection with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
The undersigned Registrant hereby undertakes to submit the Plans and any
amendments thereto to the Internal Revenue Service in a timely manner and
to make all changes required by the Internal Revenue Service to qualify such
Plans, with such undertaking limited in scope to amendments to the Plans,
if any, not covered by the determination letters filed as Exhibits 5.1-5.5.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of 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;
(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;
(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;
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or * * *
(h) Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification
is against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
Pursuant to the requirements of the Securities Act, 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 this 13th day December,
2004.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jon D. Walton and Mary W. Snyder, and each
of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documentation in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents with full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in or about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities and on the date(s)
indicated:
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
EXHIBIT NO. DESCRIPTION
----------- -----------
4.1 Certificate of Incorporation of Allegheny Technologies
Incorporated, as amended (incorporated by reference to
Exhibit 3.1 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1999 (File No.
1-12001)).
4.2 Amended and Restated Bylaws of Allegheny Technologies
Incorporated (incorporated by reference to Exhibit 3.2
to the Registrant's Report on Form 10-K for the year
ended December 31, 1998 (File No. 1-12001)).
5.1 Allegheny Ludlum Corporation Personal Retirement and
401(k) Savings Plan favorable Internal Revenue Service
Determination Letter dated July 25, 2003.
5.2 The 401(k) Plan favorable Internal Revenue Service
Determination Letter dated July 12, 2003.
5.3 The Allegheny Technologies Retirement Savings Plan
favorable Internal Revenue Service Determination Letter
dated August 4, 2003.
5.4 The 401(k) Savings Account Plan for Employees of the
Washington Plate Plant favorable Internal Revenue
Service Determination Letter dated July 12, 2003.
5.5 The Savings and Security Plan of the Lockport and
Waterbury Facilities favorable Internal Revenue Service
Determination Letter dated July 11, 2003.
23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney (set forth on the signature page of
this Registration Statement).
Section 15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
By: /s/ L. Patrick Hassey
-------------------------------------
L. Patrick Hassey
President and Chief Executive Officer
Signature Capacity Date
--------- --------- ----
/s/ L. Patrick Hassey Chairman, President, and Chief Executive December 13, 2004
--------------------------- Officer
L. Patrick Hassey
/s/ Richard J. Harshman Executive Vice President - Finance and December 13, 2004
--------------------------- Chief Financial Officer (Principal
Richard J. Harshman Financial Officer)
/s/ Dale G. Reid Vice President, Controller, and Chief December 13, 2004
--------------------------- Accounting Officer and Treasurer
Dale G. Reid (Principal Accounting Officer)
/s/ H. Kent Bowen Director December 13, 2004
---------------------------
H. Kent Bowen
/s/ Robert P. Bozzone Director December 13, 2004
---------------------------
Robert P. Bozzone
/s/ Diane C. Creel Director December 13, 2004
---------------------------
Diane C. Creel
/s/ James C. Diggs Director December 13, 2004
---------------------------
James C. Diggs
/s/ Michael J. Joyce Director December 13, 2004
---------------------------
Michael J. Joyce
/s/ W. Craig McClelland Director December 13, 2004
---------------------------
W. Craig McClelland
/s/ Charles J. Queenan, Jr. Director December 13, 2004
---------------------------
Charles J. Queenan, Jr.
/s/ James E. Rohr Director December 13, 2004
---------------------------
James E. Rohr
/s/ Louis J. Thomas Director December 13, 2004
---------------------------
Louis J. Thomas
/s/ John D. Turner Director December 13, 2004
---------------------------
John D. Turner
By: /s/ Jon D. Walton
------------------------------------------
Jon D. Walton
Executive Vice President, Human Resources,
Chief Legal and Compliance Officer
Exhibit 5.1
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
P.O BOX 2508
CINCINNATI, OH 45201
Date: July 25, 2003 25-1792394
DLN:
17007065070022
ALLEGHENY TECHNOLOGIES INCORPORATED Person to Contact:
C/O LINDA B. BECKMAN RAYMOND J. KUZANEK
535 SMITHFIELD ST. Contact Telephone Number:
PITTSBURGH, PA 15222 (877) 829-5500
Plan Name:
ALLEGHENY LUDLUM PERSONAL RET
AND 401K SAVINGS ACCOUNT PLAN
Plan Number: 005
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Dear Applicant:
We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.
Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.
The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provides examples of the effect of a plan's operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.
This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.
This determination letter is applicable for the amendment(s) executed on December 1, 1997.
ALLEGHENY TECHNOLOGIES INCORPORATED
This determination letter is also applicable for the amendment(s) dated on December 31, 2001.
This letter considers the changes in qualification requirements made by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.
This letter may not be relied upon with respect to whether the plan satisfies the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.
The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card.
The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in the power of attorney.
If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.
Sincerely yours,
/s/ Paul T. Schultz Paul T. Schultz Director, Employee Plans Rulings & Agreements |
Enclosures:
Publication 794
Exhibit 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
P.O BOX 2508
CINCINNATI, OH 45201
17007065167022
ALLEGHENY TECHNOLOGIES INCORPORATED Person to Contact:
C/O LINDA B. BECKMAN RAYMOND J. KUZANEK
535 SMITHFIELD ST. Contact Telephone Number:
PITTSBURGH, PA 15222 (877) 829-5500
Plan Name:
THE 401K PLAN
Plan Number: 098
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Dear Applicant:
We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.
Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.
The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provides examples of the effect of a plan's operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.
This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.
This determination letter is applicable for the amendment(s) executed on February 26, 2002.
This determination letter is also applicable for the amendment(s) dated on 12/01/97 & 6/30/98.
ALLEGHENY TECHNOLOGIES INCORPORATED
This letter considers the changes in qualification requirements made by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.
This letter may not be relied upon with respect to whether the plan satisfies the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.
The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card.
The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in the power of attorney.
If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.
Sincerely yours,
/s/ Paul T. Schultz Paul T. Schultz Director, Employee Plans Rulings & Agreements |
Enclosures:
Publication 794
Addendum
This determination letter is also applicable for the amendment(s) dated on September 12, 2001.
Exhibit 5.3
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
P.O BOX 2508
CINCINNATI, OH 45201
17007064104042
ALLEGHENY TECHNOLOGIES INCORPORATED Person to Contact:
C/O LINDA B. BECKMAN RAYMOND J. KUZANEK
535 SMITHFIELD ST. Contact Telephone Number:
PITTSBURGH, PA 15222 (877) 829-5500
Plan Name:
ALLEGHENY TECHNOLOGIES
RETIREMENT SAVINGS PLAN
Plan Number: 004
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Dear Applicant:
We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.
Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.
The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provides examples of the effect of a plan's operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.
This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.
This determination letter is applicable for the amendment(s) executed on February 26, 2002.
ALLEGHENY TECHNOLOGIES INCORPORATED
This determination letter is also applicable for the amendment(s) dated on December 1, 1997.
This letter considers the changes in qualification requirements made by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.
This letter may not be relied upon with respect to whether the plan satisfies the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.
The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card.
The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in the power of attorney.
If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.
Sincerely yours,
/s/ Paul T. Schultz Paul T. Schultz Director, Employee Plans Rulings & Agreements |
Enclosures:
Publication 794
Addendum
This determination letter acknowledges receipt of your amendment(s) intended to satisfy the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.
Exhibit 5.4
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
P.O BOX 2508
CINCINNATI, OH 45201
17007064163002
ALLEGHENY TECHNOLOGIES INCORPORATED Person to Contact:
C/O LINDA B. BECKMAN RAYMOND J. KUZANEK
535 SMITHFIELD ST. Contact Telephone Number:
PITTSBURGH, PA 15222 (877) 829-5500
Plan Name:
401(k) SAVINGS ACCOUNT PLAN
FOR WASHINGTON PLATE PLANT
Plan Number: 020
|
Dear Applicant:
We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.
Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.
The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provides examples of the effect of a plan's operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.
This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.
This determination letter is applicable for the amendment(s) executed on February 26, 2002.
ALLEGHENY TECHNOLOGIES INCORPORATED
This letter considers the changes in qualification requirements made by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.
This letter may not be relied upon with respect to whether the plan satisfies the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.
The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card.
The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in the power of attorney.
If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.
Sincerely yours,
/s/ Paul T. Schultz Paul T. Schultz Director, Employee Plans Rulings & Agreements |
Enclosures:
Publication 794
Exhibit 5.5
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
P.O BOX 2508
CINCINNATI, OH 45201
17007064104012
ALLEGHENY TECHNOLOGIES INCORPORATED Person to Contact:
C/O LINDA B. BECKMAN RAYMOND J. KUZANEK
535 SMITHFIELD ST. Contact Telephone Number:
PITTSBURGH, PA 15222 (877) 829-5500
Plan Name:
SAVINGS & SECURITY PLAN OF
THE LOCKPORT AND WATERBURY
FACILITIES
Plan Number: 007
|
Dear Applicant:
We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.
Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.
The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provides examples of the effect of a plan's operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.
This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.
This determination letter is applicable for the amendment(s) executed on February 26, 2002.
ALLEGHENY TECHNOLOGIES INCORPORATED
This determination letter is also applicable for the amendment(s) dated on December 1, 1997.
This letter considers the changes in qualification requirements made by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.
This letter may not be relied upon with respect to whether the plan satisfies the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.
The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card.
The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in the power of attorney.
If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.
Sincerely yours,
/s/ Paul T. Schultz Paul T. Schultz Director, Employee Plans Rulings & Agreements |
Enclosures:
Publication 794
Addendum
This determination letter is also applicable for the amendment(s) dated on June 30, 1998.
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Plan; The 401(k) Plan; Allegheny Technologies Retirement Savings Plan; 401(k) Savings Account Plan for Employees of the Washington Plate Plant; and Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Technologies Incorporated of our report dated January 19, 2004 (except for Note 16, as to which the date is February 17, 2004 and except for Note 14, as to which the date is March 10, 2004), with respect to the consolidated financial statements of Allegheny Technologies Incorporated and Subsidiaries incorporated by reference in the Annual Report (Form 10-K) for the year ended December 31, 2003, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP Pittsburgh, Pennsylvania December 13, 2004 |