UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) January 28, 2005
Allegheny Technologies 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
1-12001 25-1792394
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(Commission File Number) (IRS Employer Identification No.)
1000 PPG Place, Pittsburgh, Pennsylvania 15222-5479
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(Address of Principal Executive Offices) (Zip Code)
(412) 394-2800
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective January 28, 2005, the Personnel and Compensation Committee of
the Company's Board of Directors, pursuant to authority delegated by the full
Board of Directors, authorized a cash payment, in accordance with the previously
filed Annual Incentive Plan for 2004, to each of the named executive officers
after a number of key financial and other targets were substantially exceeded.
In addition, after reviewing the 2004 performance of L. Patrick Hassey,
President and Chief Executive Officer of the Company, and the named executive
officers, which included the Company substantially exceeding the business plan
goals for 2004, the Company achieving an improvement in earnings in 2004
(compared to 2003) in excess of $300 million, and the Company successfully
completing the acquisition and integration of the J&L Specialty LLC stainless
steel assets and the negotiation of a new progressive labor agreement for ATI
Allegheny Ludlum during 2004, as well as the implementation of a number of
operating goals deemed critical to the Company, effective January 28, 2005, the
Committee also authorized additional discretionary cash payments to each of the
Company's named officers in the following amounts:
L. Patrick Hassey, Chairman, President and Chief Executive Officer $ 943,280
Richard J. Harshman, Executive Vice President and Chief Financial Officer $ 164,336
Douglas A. Kittenbrink, Executive Vice President, ATI Business Systems
and Group President, Engineered Products Segment $ 164,336
Jack W. Shilling, Executive Vice President, Corporate Development
and Chief Technical Officer $ 164,336
Jon D. Walton, Executive Vice President, Human Resources, Chief Legal
and Compliance Officer, General Counsel, and Corporate Secretary $ 164,336
Other payments under the Annual Incentive Plan for 2004 were also approved,
including discretionary bonus payments for certain other participants in the
Plan.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(a) On January 31, 2005, Allegheny Technologies Incorporated issued a
press release with respect to its fourth quarter 2004 and full-year 2004
financial results. A copy of this press release is attached as Exhibit 99.1 and
is being furnished, not filed, under Item 2.02 of this Current Report on Form
8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 99.1 Press release dated January 31, 2005
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: January 31, 2005
EXHIBIT INDEX
Exhibit 99.1 Press Release dated January 31, 2005 (filed herewith).