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DEFINITIVE MERGER AGREEMENT ANNOUNCED BY ALLEGHENY LUDLUM AND ATHLONE

 PARSIPPANY, N.J., June 10 /PRNewswire/ -- Allegheny Ludlum Corporation (NYSE: ALS) and Athlone Industries, Inc. (NYSE: ATH) today announced that they have signed a definitive merger agreement by which Allegheny Ludlum will acquire Athlone. Each company's board of directors has approved the agreement. The parties previously announced the signing of a letter of intent regarding the merger.
 The agreement provides that in the merger each outstanding share of Athlone stock will be converted into Allegheny Ludlum stock at a rate determined by dividing $17.50 by the average of the closing prices of Allegheny Ludlum stock for the fifteen trading day period ending two trading days prior to closing. In any case, Allegheny Ludlum will issue not more than 1.14604 nor less than .84726 of an Allegheny Ludlum share for each Athlone share; these amounts reflect the recently announced two-for-one split of Allegheny Ludlum shares with the distribution date of July 1, 1993.
 The transaction is subject to a number of conditions to closing, including approval by the stockholders of Athlone and clearance by governmental regulatory authorities, but is not subject to termination by either party due solely to a change in the per share price of Allegheny Ludlum stock. The parties expect to close the transaction in the 1993 third quarter.
 "This merger will improve our sales in stainless steel plate as we become a cost competitive producer rather than a marketer of these products. Also, our combined resources open up new sales opportunities in `niche' markets for tool steels, heat resisting nickel alloys and other high technology plate products, "Robert P. Bozzone, Allegheny Ludlum's president and chief executive officer said.
 Harold J. Miller, chairman of the board and president of Athlone, said "The proposed transaction will allow Athlone shareholders to participate in the near-term and long-term favorable prospects of the combined company. Our combined facilities and people complement one another, making a more competitive producer of stainless steel and other specialty steel plate products."
 Athlone is being advised in this 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- 6/10/93
 /CONTACT: Alan Shaw, vice president and general counsel of Athlone Industries, Inc., 201-887-9100, or 212-425-6550/
 (ATH ALS)


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

WB-OS -- NY022 -- 0534 06/10/93 10:29 EST
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Publication:PR Newswire
Date:Jun 10, 1993
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