SEC MOVES TO DISCIPLINE ALLEGHENY INT'L &lt;AG>

  The Securities and Exchange
  Commission (SEC) staff is seeking authority to take enforcement
  action against Allegheny International Inc, the
  Pittsburgh-based industrial and consumer products firm said.
      Allegheny made the disclosure in documents filed with the
  SEC in connection with its recent agreement to be taken private
  through a leveraged buyout led by First Boston Inc.
      "Following announcement of the merger agreement, the company
  was informed by the Enforcement Division of the (SEC) that it
  intends to seek authority from the commission to institute a
  proceeding against the company," Allegheny said.
      "The company is cooperating in the commission's
  investigation which is continuing and now includes the taking
  of testimony of employes and others," Allegheny said.
      In the ongoing probe, Allegheny said, the staff has asked
  for information about company executive compensation and
  benefit plans, certain company-owned real estate, travel and
  entertainment spending and the use of corporate aircraft.
      It also has asked for information on acquisitions and
  divestitures, the company's accounting system "and other
  internal controls," Allegheny said.
     The probe began in February 1986, Allegheny said.
      The SEC, as a matter of policy, routinely declines comment
  on its enforcement actions.
      The SEC investigation began just months before Allegheny
  became the target of a series of shareholder lawsuits claiming
  that the company had violated the federal securities laws by
  failing to disclose material matters in recent annual proxy
  statements.
      The suits, later consolidated into a single class-action
  complaint before a Pennsylvania federal court, allege
  securities law violations involving numerous current and former
  Allegheny officers and directors.
      Earlier this month, lawyers for the shareholders asked the
  court to expand the charges to include an allegation that, in
  the buyout, Allegheny had attempted to illegally freeze out its
  public shareholders at an unfair price.
      Allegheny said it intends to vigorously defend itself
  against all charges.
      The charges made in the shareholder suits are widely
  believed to have led to last summer's resignation of Chairman
  and Chief Executive Officer Robert Buckley.
      In the buyout, a group led by First Boston tendered March
  13 for all outstanding Allegheny shares at 24.60 dlrs a share.
  

