/s/  Gary J. Vroman

/s/  Wayne E. Larsen

 

This brief summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that may be important to you. Accordingly, ATI and Ladish urge you to read carefully this entire proxy statement/prospectus, the Annexes and the other documents to which ATI and Ladish refer you for a more complete understanding of the merger and the other transactions contemplated by the merger agreement. In addition, ATI and Ladish incorporate by reference into this proxy statement/prospectus important business and financial information about ATI and Ladish. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information.” Each item in this summary includes a page reference directing you to a more complete description of that item.

 

ATI and Ladish Propose That ATI Acquire Ladish (Page 24)

 

ATI and Ladish propose that ATI acquire Ladish by merging LPAD with and into Ladish, with Ladish continuing as the surviving entity and a wholly owned subsidiary of ATI. Upon the completion of the merger, the separate corporate existence of LPAD will cease, and Ladish will continue as the surviving entity in the merger and become a wholly owned subsidiary of ATI. Immediately following the merger, Ladish will be merged with and into PADL, with PADL continuing as the surviving entity and a wholly owned subsidiary of ATI. Following the merger, ATI expects to continue to operate the Ladish businesses under the name “Ladish Co.” ATI’s common stock will continue to trade on the NYSE under the symbol “ATI.” If Ladish shareholder approval and regulatory approvals are obtained and the other conditions to closing are satisfied, ATI and Ladish expect to complete the merger during the first quarter of 2011.

 

For Each Share of Ladish Common Stock, Ladish Shareholders Will Receive in the Merger 0.4556 of a Share of ATI Common Stock and $24.00 in Cash (Page 48)

 

Upon completion of the merger, each of your shares of Ladish common stock will be converted into the right to receive 0.4556 of a share of ATI common stock and $24.00 in cash. ATI will not issue fractional shares in the merger. Instead, it will pay cash for fractional shares of common stock based on the arithmetic average of the average of the daily high and low sales prices per share of ATI common stock as reported on the NYSE on each of the 10 trading days immediately preceding the date on which the merger is consummated.

 

If the merger were completed on          , 2011, and you owned 100 shares of Ladish common stock immediately prior to the effective time of the merger, you would have received at the effective time of the merger:

 

 

The Number of Shares of ATI Common Stock to Be Issued in the Merger Is Fixed, and Therefore the Value of the Merger Consideration Will Fluctuate with Market Prices (Page 48)

 

The number of shares of ATI common stock and cash to be issued in the merger for each Ladish common share is fixed and will not be adjusted for changes in the market price of either ATI common stock or Ladish common stock. Accordingly, any change in the price of ATI common stock prior to the merger will affect the market value of the merger consideration that Ladish shareholders will receive as a result of the merger.

 

You should obtain current stock price quotations for ATI common stock and Ladish common stock. ATI common stock is listed on the NYSE under the symbols “ATI,” and Ladish common stock is listed on the Nasdaq Global Select Market under the symbol “LDSH.” The following table shows the closing prices for ATI common stock and Ladish common stock and the implied per share value in the merger to Ladish shareholders on

November 16, 2010, the last trading day completed before ATI and Ladish announced the execution of the merger agreement and on          , 2011, the last practicable day before the date of this proxy statement/prospectus:

 

 

The Merger Will Be Accounted for as an Acquisition (Page 47)

 

The merger will be treated as an acquisition by ATI of Ladish in conformity with accounting principles generally accepted in the United States, referred to as GAAP.

 

Material United States Federal Income Tax Consequences (Page 61)

 

You generally will recognize gain, but not loss, equal to the lesser of: (1) the amount of cash you receive in the merger or (2) the excess, if any, of (a) the sum of the amount of the cash and the fair market value of ATI common stock that you receive in the merger, determined as of the closing date of the merger, over (b) your tax basis in the Ladish common stock surrendered in the merger. You should read “Material U.S. Federal Income Tax Consequences” for a more complete discussion of the U.S. federal income tax consequences of the transaction. Tax matters can be complicated, and the tax consequences of the transaction to you will depend on your particular tax situation. Accordingly, you are urged to consult your own tax advisors to determine the particular federal, state, local or foreign income, reporting or other tax consequences of the merger to you.

 

Opinion of Ladish’s Financial Advisor (Page 31 and Annex B)

 

Robert W. Baird & Co. Incorporated, referred to as Baird, has provided an opinion to Ladish’s board of directors, dated as of November 16, 2010, to the effect that, subject to the contents of such opinion, including the various assumptions and limitations set forth therein, the merger consideration to be received by the holders of Ladish common stock (other than ATI and its affiliates) in the merger was fair, from a financial point of view, to the holders of Ladish common stock (other than ATI and its affiliates). Baird’s opinion did not constitute a recommendation to any Ladish shareholder as to how such shareholder should vote with respect to the adoption of the merger agreement. Baird expressed no opinion about the fairness of the amount or nature of the merger consideration to any of Ladish’s creditors, officers, directors or employees, or any class of such persons, relative to the merger consideration to be received by Ladish’s shareholders. The full text of Baird’s written opinion, which sets forth the assumptions made, general procedures followed, matters considered and limitations on the scope of review undertaken by Baird in rendering its opinion, is attached as Annex B to this proxy statement/prospectus. You are urged to read the opinion in its entirety.

 

Interests of Ladish’s Directors and Officers in the Merger (Page 43)

 

Certain of Ladish’s directors and executive officers have interests in the merger that are different from, or are in addition to, their interests solely as shareholders of Ladish. The Ladish board of directors knew about these additional interests and considered them when it approved the merger agreement. These interests include:

 

 

The Ladish Board of Directors Recommends That You Vote “FOR” Adopting the Merger Agreement (Page 29)

 

The Ladish board of directors, with one director dissenting, has approved and adopted the merger agreement and the transactions contemplated thereby, including the merger, resolved to submit the merger agreement to the Ladish shareholders and determined that the merger agreement and the merger are fair to and otherwise in the best interests of Ladish shareholders and recommends that you vote “FOR” the adoption of the merger agreement.

 

ATI and Ladish Have Agreed When and How Ladish Can Consider Third-Party Acquisition Proposals (Page 53)

 

In the merger agreement, Ladish has agreed not to, and to cause its subsidiaries and representatives not to, directly or indirectly, solicit, initiate, cause, facilitate or encourage (including by way of furnishing information) any inquiries or proposals from any third party that constitute, or may reasonably be expected to lead to, a takeover proposal to acquire Ladish or its businesses. In addition, Ladish has agreed not to participate in discussions or negotiations with any third party regarding such a takeover proposal, accept such a takeover proposal or enter into any agreement related to such a takeover proposal or enter into any agreement that would require Ladish to abandon the merger or terminate the merger agreement. However, if Ladish (i) receives an unsolicited, bona fide written acquisition proposal from a third party prior to the adoption of the merger agreement by Ladish’s shareholders in circumstances not involving a breach of the merger agreement and (ii) provides ATI with not less than 24 hours written notice of its intention to take such action, Ladish may participate in discussions and negotiations with and furnish confidential information to the third party provided that, among other requirements, the Ladish board of directors reasonably determines in good faith (after receiving the advice of a financial advisor of nationally recognized reputation) that the takeover proposal is a superior proposal and (after considering applicable provisions of state law and after consulting with and receiving the advice of outside counsel) that the failure to take such action is reasonably likely to constitute a breach by the Ladish board of directors of its fiduciary duties to Ladish shareholders under applicable law. After the adoption of the merger agreement by Ladish’s shareholders, Ladish may not participate in discussions or negotiations with or provide confidential information to a third party, and Ladish may not terminate the merger agreement to accept a superior proposal.

 

Adoption of the Merger Agreement by Ladish’s Shareholders Requires the Affirmative Vote of a Majority of All the Votes Entitled to be Cast by Holders of Outstanding Shares of Ladish Common Stock. (Page 20)

 

Adoption of the merger agreement requires the affirmative vote of a majority of all the votes entitled to be cast by holders of outstanding shares of Ladish common stock as of          , 2011, the record date for the special meeting. As of that date, Ladish’s directors and executive officers had the right to vote approximately           shares of the then-outstanding Ladish common stock, or approximately     % of the shares entitled to vote at the special meeting. Ladish expects that each of its directors and executive officers will vote to adopt the merger agreement, although there is no requirement for them to do so.

 

Treatment of Outstanding Equity and Deferred Compensation Awards (Page 42)

 

Restricted Stock Units.

 

Under the 2010 Plan, all restricted stock units outstanding as of the date of the merger will vest in full, and shares deliverable under vested restricted stock units will be issued to participants in the 2010 Plan in a single lump sum on the date of the merger. In addition, any shares remaining unissued under the 2010 Plan as of the date of the merger will be issued to participants in the 2010 Plan who are employees or affiliates of Ladish immediately prior to the merger on a pro rata basis based on the number of restricted stock units then held by the participant.

 

Deferred Compensation.

 

All awards of deferred compensation under Ladish’s Long-Term Incentive Award Plan, referred to as the 2006 Plan, will become immediately and fully vested upon completion of the merger if the participant is employed by Ladish or an affiliate of Ladish immediate prior to the date on which the merger is completed. Under Ladish’s

Elective Deferred Compensation Plan, referred to as the Deferred Compensation Plan, amounts that have been deferred and any earnings on those amounts will be paid to participants in a single lump sum within seven days of the consummation of the merger.

 

Retention Pool (Page 43)

 

Pursuant to the terms of the merger agreement, ATI has agreed to establish a retention pool in an amount of approximately $7.0 million to make payments to certain Ladish employees who remain employees of PADL or any of its affiliates for a period of no less than six months following the effective date of the merger, referred to as the retention period. One half of the amounts awarded under the retention pool will be paid promptly after the effective time of the merger, and one half of the amounts awarded under the retention pool will be paid at the end of the retention period to eligible individuals, subject to the requirement that an eligible individual who ceases to be an employee of PADL or any affiliate of PADL during the retention period, except if terminated or caused to be terminated by ATI without cause, will no longer be eligible to receive the payment due at the end of the retention period and will repay ATI a portion of the initial amount paid on a pro rata basis. An eligible individual terminated by or caused to be terminated by PADL or any affiliate of PADL without cause during the retention period will be eligible to retain the initial payment and receive the subsequent payment from the retention pool. ATI, in consultation with Ladish management, will determine the allocation of the retention pool shortly before, or at, the closing of the merger.

 

Dissenters’ Rights (Page 46)

 

Under Wisconsin law, the holders of Ladish common stock are not entitled to dissenters’ rights in connection with the merger.

 

ATI and Ladish Must Meet Several Conditions to Complete the Merger (Page 56)

 

ATI’s and Ladish’s obligations to complete the merger depend on a number of conditions being met. These conditions include:

 

 

Where permitted by applicable law, either of ATI or Ladish could choose to waive a condition to its respective obligations to complete the merger even when that condition has not been satisfied. ATI and Ladish cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

 

ATI and Ladish Must Obtain Regulatory Approvals to Complete the Merger (Page 55)

 

ATI and Ladish cannot complete the merger unless they receive approvals or waivers of approval from applicable regulatory authorities. The merger is subject to review by U.S. antitrust authorities under the HSR Act.

On December 1, 2010, ATI and Ladish filed the requisite notification and report forms under the HSR Act with the FTC and the Antitrust Division of the DOJ. The merger can be completed only after expiration or termination of the applicable waiting periods required under the HSR Act and any other applicable antitrust law. ATI and Ladish are working to obtain the required regulatory approvals and consents. It is possible that one or more required regulatory approvals may not be received or may be received later than expected. ATI and Ladish have agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with each other in doing, all things necessary, proper or advisable to obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any governmental authority or third party necessary, proper or advisable to consummation the merger.

 

ATI and Ladish May Terminate the Merger Agreement in Certain Circumstances (Page 58)

 

The merger agreement may be terminated at any time prior to the effective time of the merger, notwithstanding the adoption of the merger agreement by Ladish’s shareholders in certain circumstances, including:

 

 

 

 

 

 

 

 

Ladish May Be Obligated to Pay ATI a Termination Fee (Page 59)

 

In certain circumstances involving a termination of the merger agreement, Ladish has agreed promptly to pay ATI a termination fee of $31.0 million in cash. The merger agreement provides that all expenses incurred by ATI or Ladish in connection with the merger or the merger agreement will be borne by the party that has incurred such expenses.

 

Litigation Relating to the Merger (Page 47)

 

Following announcement of the merger on November 17, 2010, Ladish, its directors and ATI were named as defendants in lawsuits brought by and on behalf of Ladish shareholders in Wisconsin state court and in the United States District Court for the Eastern District of Wisconsin, each challenging ATI’s acquisition of Ladish pursuant to the merger agreement. The respective plaintiffs generally allege that the consideration that Ladish shareholders will receive in connection with the merger is inadequate and that Ladish’s directors breached their fiduciary duties to Ladish shareholders in negotiating and approving the merger agreement. Generally, the respective plaintiffs further allege that Ladish and ATI aided and abetted the alleged breaches by Ladish’s directors. The complaints seek various forms of relief, including injunctive relief that would, if granted, prevent the merger from being consummated in accordance with the agreed-upon terms. Ladish and ATI believe that the claims stated in the complaints against them (and, in Ladish’s case, also its directors) are all without merit and intend to defend the actions vigorously.

 

The Rights of Ladish Shareholders Following the Merger Will Be Different (Page 69)

 

ATI is a Delaware corporation, and Ladish is a Wisconsin corporation. As a result, the rights of ATI stockholders are governed by Delaware law, and the rights of Ladish shareholders are governed by Wisconsin law. The rights of ATI stockholders also are governed by ATI’s restated certificate of incorporation, as amended, referred to as ATI’s certificate of incorporation, and ATI’s amended and restated bylaws, referred to as ATI’s bylaws, whereas the rights of Ladish shareholders are governed by Ladish’s restated articles of incorporation, referred to as Ladish’s articles of incorporation, and Ladish’s amended and restated by-laws, referred to as Ladish’s bylaws. Ladish’s articles of incorporation and bylaws differ from ATI’s certificate of incorporation and ATI’s by-laws in certain respects. Ladish shareholders should be aware of these differences when they vote at the special meeting because, upon completion of the merger, they will own shares of ATI common stock and therefore their rights will be governed by ATI’s certificate of incorporation, ATI’s bylaws and Delaware law.

 

Information About the Companies (Page 65)

 

Allegheny Technologies Incorporated

 

ATI is one of the largest and most diversified specialty metals producers in the world. ATI uses innovative technologies to offer growing global markets a wide range of specialty metals solutions. ATI’s products include titanium and titanium alloys, nickel-based alloys and superalloys, zirconium, hafnium and niobium, advanced powder alloys, stainless and specialty steel alloys, grain-oriented electrical steel, tungsten-based materials and cutting tools, carbon alloy impression die forgings, and large grey and ductile iron castings. ATI’s specialty metals are produced in a wide range of alloys and product forms and are selected for use in applications that demand metals having exceptional hardness, toughness, strength, resistance to heat, corrosion or abrasion, or a combination of these characteristics. ATI’s principal executive offices are located at 1000 Six PPG Place, Pittsburgh, Pennsylvania 15222-5479, and the telephone number of ATI’s principal executive offices is (412) 394-2800.

 

LPAD Co.

 

LPAD is a newly formed Wisconsin corporation and a wholly owned subsidiary of ATI. LPAD was formed solely for the purpose of effecting the transactions contemplated by the merger agreement and has not carried on any

activities other than in connection with the merger. The address and telephone number for LPAD’s principal executive offices are the same as for ATI.

 

PADL LLC

 

PADL is a newly formed Wisconsin limited liability company and a wholly owned subsidiary of ATI. PADL was formed solely for the purpose of effecting the transactions contemplated by the merger agreement and has not carried on any activities other than in connection with the merger. The address and telephone number for PADL’s principal executive offices are the same as for ATI.

 

Ladish Co., Inc.

 

Ladish engineers, produces and markets high-strength, high-technology forged and cast metal components for a wide variety of load-bearing and fatigue-resisting applications in the jet engine, aerospace and industrial markets. Approximately 88% of Ladish’s 2009 revenues were derived from the sale of jet engine parts, missile components, landing gear, helicopter rotors and other aerospace products. Approximately 44% of Ladish’s 2009 revenues were derived from sales, directly or through prime contractors, under U.S. government contracts or under contracts with allies of the U.S. government, primarily covering defense equipment. Ladish’s principal executive offices are located at 5481 South Packard Avenue, Cudahy, Wisconsin 53110, and the telephone number of Ladish’s principal executive offices is (414) 747-2611.

 

The Special Meeting (Page 20)

 

Ladish plans to hold its special meeting of shareholders on          , 2011, at   :00 a.m., local time, at           . At the special meeting, Ladish shareholders will be asked to adopt the merger agreement providing for the merger of Ladish with and into LPAD, with Ladish continuing as the surviving entity and a wholly owned subsidiary of ATI. In addition, Ladish shareholders will be asked to approve adjournment of the special meeting, if necessary, to solicit additional proxies in the event that there are insufficient votes at the time of the special meeting to adopt the merger agreement.

 

Ladish shareholders can vote at the special meeting of shareholders if they owned Ladish common stock at the close of business on          , 2011, the record date for the special meeting. As of that date, there were approximately           shares of Ladish common stock outstanding and entitled to vote. Ladish shareholders can cast one vote for each share of Ladish common stock that they owned on the record date.

 

Risk Factors (Page 12)

 

In evaluating the merger and the merger agreement, you should read carefully this proxy statement/ prospectus and especially consider the factors discussed in the section titled “Risk Factors” beginning on page 12.

 

Listing of Shares of ATI Common Stock Issued to Ladish Shareholders on the New York Stock Exchange (Page 47)

 

If the merger is completed, Ladish shareholders will be able to trade the shares of ATI common stock that they receive in the merger on the NYSE, subject to restrictions on affiliates of ATI described in the section entitled “The Merger — Restrictions on Resales by Affiliates.” If the merger is completed, it is expected that Ladish common stock will be delisted from and will no longer be traded on the Nasdaq Global Select Market.

 

Set forth below is certain selected historical consolidated financial information relating to ATI. The selected financial information of ATI for each of the fiscal years ended December 31, 2009, 2008 and 2007 and as of December 31, 2009 and 2008 are derived from ATI’s audited financial statements filed as part of ATI’s Annual Report on Form 10-K for its fiscal year ended December 31, 2009, referred to as the ATI Form 10-K, which is incorporated by reference into this proxy statement/prospectus. The selected financial information of ATI for each of the fiscal years ended December 31, 2006 and 2005, and as of December 31, 2007 and 2006 have been derived from ATI’s audited consolidated financial statements for such periods, which have not been incorporated into this proxy statement/prospectus by reference. The selected financial information of ATI as of and for the nine months ended September 30, 2010 and September 30, 2009 are derived from ATI’s unaudited consolidated financial statements filed as part of ATI’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2010, referred to as the ATI Form 10-Q, which is incorporated by reference into this proxy statement/prospectus. This financial information should be read in conjunction with the financial statements and the related notes and other financial information contained in the ATI Form 10-K and the ATI Form 10-Q. More comprehensive financial information, including management’s discussion and analysis of ATI’s financial condition and results of operations, is contained in the ATI Form 10-K, the ATI Form 10-Q and other reports filed by ATI with the SEC. The following selected historical consolidated financial data is qualified in its entirety by reference to such other documents and all of the financial information and notes contained in those documents. See “Where You Can Find More Information” for the location of information incorporated by reference into this proxy statement/prospectus. The information set forth below is not necessarily indicative of the results of future operations of ATI.

 

 

Set forth below is certain selected historical consolidated financial information relating to Ladish. The selected financial information of Ladish for each of the fiscal years ended December 31, 2009, 2008 and 2007 and as of December 31, 2009 and 2008 are derived from Ladish’s audited financial statements filed as part of Ladish’s Annual Report on Form 10-K for its fiscal year ended December 31, 2009, referred to as the Ladish Form 10-K, which is incorporated by reference into this proxy statement/prospectus. The selected financial information of Ladish for each of the fiscal years ended December 31, 2006 and 2005, and as of December 31, 2007 and 2006 have been derived from Ladish’s audited consolidated financial statements for such periods, which have not been incorporated into this proxy statement/prospectus by reference. The selected financial information of Ladish as of and for the nine months ended September 30, 2010 and September 30, 2009 are derived from Ladish’s unaudited consolidated financial statements filed as part of Ladish’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2010, referred to as the Ladish Form 10-Q, which is incorporated by reference into this proxy statement/prospectus. This financial information should be read in conjunction with the financial statements and the related notes and other financial information contained in the Ladish Form 10-K and the Ladish Form 10-Q. More comprehensive financial information, including management’s discussion and analysis of Ladish’s financial condition and results of operations, is contained in the Ladish Form 10-K, the Ladish Form 10-Q and other reports filed by Ladish with the SEC. The following selected historical consolidated financial data is qualified in its entirety by reference to such other documents and all of the financial information and notes contained in those documents. See “Where You Can Find More Information” for the location of information incorporated by reference into this proxy statement/prospectus. The information set forth below is not necessarily indicative of the results of future operations of Ladish.