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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
DATE OF REPORT (Date of earliest event reported) December 5, 1997
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CARPENTER TECHNOLOGY CORPORATION
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(Exact name of registrant as specified in its charter.)
DELAWARE 1-5828 23-0458500
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
101 West Bern Street, Reading, Pennsylvania 19612-4662
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(Address of Principal Executive Offices - Zip Code)
(610) 208-2000
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(Registrant's telephone number, including area code)
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N/A
(Former name and former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 5, 1997, Score Acquisition Corp., a Delaware corporation
("Score") and a wholly-owned subsidiary of the Registrant, accepted for payment
12,509 shares of Series A Convertible Preferred Stock ("Series A Preferred
Shares"), 497,618 shares of Series B $1 Cumulative Convertible Preferred Stock
("Series B Preferred Shares" and together with the Series A Preferred Shares,
"Preferred Shares") and 10,777,195 shares of Common Stock, par value $1.00 per
share ("Common Shares" and together with the Preferred Shares, the "Shares"), of
Talley Industries, Inc., a Delaware corporation ("Talley"), including, in the
case of Common Shares, the associated Preferred Stock Purchase Rights (the
"Rights") issued pursuant to the Rights Agreement between Talley and ChaseMellon
Shareholder Services L.L.C., as Rights Agent, as amended and restated on
February 2, 1996 (the "Rights Agreement"), at a purchase price of $11.70 per
Series A Preferred Share, $16.00 per Series B Preferred Share and $12.00 per
Common Share, net to the seller in cash without interest thereon. The Shares
were acquired pursuant to the Agreement and Plan of Merger dated September 25,
1997, among the Registrant, Score and Talley, a copy of which is included as
Exhibit 2.1 hereto and incorporated herein by reference (the "Merger
Agreement"), and upon the terms and subject to the conditions set forth in
Score's Offer to Purchase dated October 2, 1997 (the "Offer to Purchase") and
the related Letter of Transmittal (together with the Offer to Purchase, the
"Offer"). The Offer expired at midnight (EST) on Thursday, December 4, 1997, and
all Shares validly tendered by stockholders and not withdrawn prior to such time
were accepted for payment by Score. As a result of the consummation of the
Offer, Score beneficially owns approximately 74.4% (measured by aggregate voting
power on a fully diluted basis) of Talley's issued and outstanding voting
securities.
The aggregate purchase price for the Talley shares acquired upon
consummation of the Offer was approximately $137.6 million. To acquire the
Shares, the Registrant utilized borrowings under its expanded revolving credit
agreement of $400 million with Morgan Guaranty Trust Company of New York, Mellon
Bank, N.A., CoreStates Bank, N.A. and PNC Bank, National Association. The
Registrant has provided these funds to Score through a capital contribution.
Reference is made to the Amended and Restated Credit Agreement dated as of
February 21, 1997 among the Registrant, the Banks listed on the signature pages
thereto, and Morgan Guaranty Trust Company of New York, as Agent, as amended by
Amendment and Restatement No. 2 to Credit Agreement among the Registrant, the
Banks listed on the signature pages thereto, Morgan Guaranty Trust Company of
New York, as Agent, and Mellon Bank, N.A., as Syndication Agent, relating to
certain borrowings in connection with the Offer and the Merger filed as Exhibit
(b)(1) to the Registrant's Schedule 14D-1 and Exhibit (b)(2) to the Registrant's
Schedule 14D-1 Amendment No. 6, dated October 27, 1997, respectively.
Pursuant to the Merger Agreement, the Registrant intends to effect a
merger of Score with and into Talley (the "Merger") in accordance with the
relevant provisions of the Delaware General Corporation Law. Upon the
consummation of the Merger, each outstanding Series A Preferred Share, Series B
Preferred Share and Common Share (other than Shares acquired by Score in the
Offer, and Shares as to which dissenters' rights are perfected) will be
converted into the right to receive $11.70, $16.00 and $12.00 in cash,
respectively. Accordingly, upon consummation of the Merger, Talley will become a
wholly-owned subsidiary of the Registrant. The foregoing summary of certain
terms and provisions of the Merger Agreement are qualified in their entirety by
the Merger Agreement, which is an Exhibit to this Report.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The Registrant intends to file the required Consolidated Financial
Statements under cover of Form 8-K/A as soon as practicable, but not later than
60 days after the date this report must have been filed.
(b) Pro Forma Financial Information.
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The Registrant intends to file the required Financial Statements under
cover of Form 8-K/A as soon as practicable, but not later than 60 days after the
date this report must have been filed.
(c) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated September 25,
1997, among the Registrant, Score Acquisition
Corp., a Delaware corporation, and Talley
Industries, Inc., a Delaware corporation.
(Incorporated herein by reference to Exhibit
(c)(1) to Schedule 14D-1 filed by Score and the
Registrant on October 2, 1997.)
99.1 Press Release dated December 5, 1997 issued by the
Registrant regarding completion of the Offer.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CARPENTER TECHNOLOGY CORPORATION
(Registrant)
By: /s/ John R. Welty
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Name: John R. Welty
Title: Vice President, General Counsel
and Secretary
Dated: December 15, 1997
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NEWS
CARPENTER
Carpenter Technology Corporation
P.O. Box 14662
Reading, Pennsylvania 19612-4662
Robert J. Dickson
(610) 208-2165
IMMEDIATE RELEASE
CARPENTER SUCCESSFULLY COMPLETES TENDER OFFER FOR TALLEY
Reading, PA (December 5, 1997) -- Carpenter Technology Corporation
(NYSE:CRS) announced today that it successfully completed its tender offer for
all outstanding shares of Talley Industries, Inc. (NYSE:TAL). The offer expired
as scheduled at midnight (EST) on Thursday, December 4.
Based on a preliminary count from the depositary for the offer,
approximately 10,777,195 shares of common stock, 12,509 shares of Series A
convertible preferred stock and 497,618 shares of Series B $1 cumulative
convertible preferred stock of Talley had been tendered and accepted for
payment. On a fully diluted basis, this represens approximately 74.4 percent of
Talley's outstanding shares of common stock, Series A convertible preferred
stock and Series B $1 cumulative convertible preferred stock.
Carpenter now will take the necessary steps to merge its subsidiary,
Score Acquisition Corp., with Talley during the first quarter of 1998. Any
remaining Talley shares then will be converted into cash amounts equivalent to
the tender offer, which are $12 per share of common stock, $11.70 per share of
Series A convertible preferred stock and $16 per share of Series B $1 cumulative
convertible preferred stock.
Carpenter, a specialty materials company based in Reading, Pa., that
makes and sells stainless steel, titanium and other specialty alloys, and
various engineered products, is acquiring Talley to expand its metals
manufacturing capacity and distribution outlets. The aggregate value of the
transaction will be approximately $312 million.
Carpenter's sales for fiscal year 1997 (ended June 30, 1997) were $939
million. In 1996, Phoenix-based Talley, a diversified manufacturer, had revenues
of $502.7 million.
