ALLEGHENY INT'L <AG>, FIRST BOSTON SET MERGER
Allegheny International Inc said it
has entered into an agreement to merge with an affiliate of
First Boston Inc's <FPC> First Boston Corp in a transaction
valued at about 500 mln dlrs.
    Allegheny said the agreement calls for holders of its
common to receive 24.60 dlrs a share. Holders of the company's
2.19 dlrs cumulative preference shares will receive 20 dlrs a
share and those owning its 11.25 dlrs convertible preferred
will receive 87.50 dlrs a share.
    Allegheny International said the agreement calls for the
First Boston affiliate to start a cash tender offer for all
outstanding shares of Allegheny's common, cumulative preferred
and convertible preferred.
    The company said First Boston has committed to provide all
financing necessary to acquire such securities in the tender
offer which is estimated to be about 500 mln dlrs.
    It said the agreement is also subject to the waiver by
March 13 of certain conditions under the company's existing
bank credit agreement.
    Allegheny International's statement did not name or
describe the First Boston affiliate involved in the agreement.
    It did say the offer for the company's stock will be
conditioned also on the valid tender of securities representing
at least a majority of the voting power for the election of
directors of the company and the valid tender of at least two
third's of the outstanding cumulative preferred and convertible
preferred shares.
   
 Reuter
