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ATHLONE INDUSTRIES SIGNS LETTER OF INTENT FOR ACQUISITION

 PARSIPPANY, N.J., March 12 /PRNewswire/ -- Allegheny Ludlum Corporation (NYSE: ALS) and Athlone Industries, Inc. (NYSE: ATH) today announced the signing of a letter of intent for Allegheny Ludlum to acquire Athlone for the equivalent of $17.50 per share.
 In this proposed transaction, which is valued at approximately $107 million, Allegheny Ludlum will exchange shares of its common stock for all outstanding shares of Athlone. The final exchange ratio will be determined by dividing $17.50 by the average of the closing prices of Allegheny Ludlum stock for the 15 trading day period ending two trading days prior to closing. Assuming a $38 per share price for its stock, which was the closing price for Allegheny Ludlum stock on the New York Stock Exchange yesterday, Allegheny Ludlum would issue 0.46053 of a share of its stock for each share of Athlone stock, or a total of approximately 2.8 million shares, representing approximately 8.5 percent of its currently outstanding shares. In any case Allegheny Ludlum will issue not more than 0.57302 nor less than 0.42363 of an Allegheny Ludlum share for each Athlone share. Neither party will have the right to terminate the proposed transaction due solely to a change in the per- share price of Allegheny Ludlum stock.
 The proposed transaction is intended to qualify as a tax-free exchange for Athlone's shareholders. Allegheny Ludlum will account for the proposed acquisition as a purchase, if consummated.
 The proposed transaction is subject to a number of conditions, including the execution of a definitive agreement, approval by the boards of directors of both companies, approval by the shareholders of Athlone and clearance by governmental regulatory authorities.
 "We believe that this proposed acquisition will provide Allegheny Ludlum with an opportunity to increase operating income and earnings per share beginning in the first year by allowing us to strengthen our profitability in stainless steel plate and other high-value specialty steel plate products, and providing operating and other synergies," said Robert P. Bozzone, president and chief executive officer of Allegheny Ludlum.
 Bozzone said, "The proposed transaction will transform Allegheny Ludlum from a marketer to a cost-competitive producer of stainless steel plate, with a stronger focus on specialized applications. In addition, furthering our long-standing corporate goals, we will be positioned to serve more niches' in specialty steel markets for tool steels, heat resistant nickel alloys and other high-technology materials."
 Harold J. Miller, chairman of the board and president of Athlone, said, "The proposed deal would be in the best interest of the Athlone shareholders and would allow the Athlone shareholders to participate in the near-term and long-term favorable prospects of the merged company."
 Athlone is represented in the transaction by Morgan Stanley & Co. Incorporated.
 Allegheny Ludlum is a major producer of stainless steels, silicon electrical steels and other high-technology alloys. The company reported 1992 sales of $1.04 billion.
 Athlone, primarily a manufacturer of specialty steels in plate form, reported 1992 sales of $207 million. Athlone has approximately 6,008,000 shares of common stock outstanding.
 Allegheny Ludlum Corporation (ALS) and Athlone (ATH) stocks are traded on the New York Stock Exchange.
 -0- 3/12/93
 /CONTACT: Alan Shaw, secretary of Athlone Industries, Inc., 201-887-9100, or 212-425-6550/
 (ATH)


CO: Athlone Industries, Inc.; Allegheny Ludlum Corporation ST: New Jersey, Pennsylvania IN: CST SU: TNM

CK-OS -- NY020 -- 5463 03/12/93 11:09 EST
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Publication:PR Newswire
Date:Mar 12, 1993
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