SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE 13E-4\A
AMENDMENT NO. 1 (Final Amendment)
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
TALLEY INDUSTRIES, INC.
(Name of Issuer)
TALLEY INDUSTRIES, INC.
(Name of Person(s) Filing Statement)
Series A Convertible Preferred Stock, $1 par value
Series B $1 Cumulative Convertible Preferred Stock, $1 Par Value
(Title of Classes of Securities)
874687205 (Series A Preferred)
874687304 (Series B Preferred)
(CUSIP Numbers of Classes of Securities)
Mark S. Dickerson, Esq.
Vice President and Secretary
Talley Industries, Inc.
2702 North 44th Street, Suite 100-A
Phoenix, Arizona 85008
(602) 957-7711
copy to:
David Victor, Esq.
2929 North Central Avenue, Suite 2100
Phoenix, Arizona 85012-2762
(602) 207-1240
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
March 22, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
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This Amendment No. 1 (the Final Amendment ) amends and
supplements the Issuer Tender Offer Statement on Schedule 13E-4
(the Statement ) filed electronically on March 22, 1996
(Accession No. 0000950153-96-000172) with the Securities and
Exchange Commission by Talley Industries, Inc. in connection with
its offer to issue additional shares of its Common Stock to
induce conversion of outstanding shares of its Series A
Convertible Preferred Stock and its Series B $1 Cumulative
Convertible Preferred Stock upon the terms and subject to the
conditions set forth in the Offering Circular dated March 21,
1996 and related Letter of Transmittal (together, the Conversion
Offer ), copies of which are attached as Exhibits (a)(1) and
(a)(2) to the Statement. This Final Amendment is being filed to
report the results of the Conversion Offer pursuant to Rule 13e-
4(c)(3) under the Securities and Exchange Act of 1934 and General
Instruction D of Schedule 13E-4.
Only those items of the Statement that are amended and
supplemented hereby are included herein. Unless otherwise
defined herein, all capitalized terms shall have the same
meanings ascribed to them in the Statement.
Item 1. Security and Issuer.
Item 1 of the Statement is hereby amended and supplemented
by adding the following information:
The Conversion Offer terminated at 5:00 p.m., New York City
time, on April 22, 1996. A total of 52,902 shares of Series A
Preferred and 797,983 shares of Series B Preferred were validly
delivered, and not withdrawn, for conversion in connection with
the Conversion Offer (including those shares that were delivered
by Notice of Guaranteed Delivery). All such shares of Series A
and B Preferred were accepted by the Issuer for conversion in
accordance with the terms of the Conversion Offer. As of April
24, 1996, after giving effect to this transaction, the total
number of issued and outstanding shares of the Issuer is 13,793
shares of Series A Preferred, 749,904 shares of Series B
Preferred, and 14,060,283 shares of Common Stock.
Item 9. Material to be Filed as Exhibits.
(a) (5) Press Release issued by Talley Industries, Inc. on
April 23, 1996.
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<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: May 2, 1996 TALLEY INDUSTRIES, INC.
By: Mark S. Dickerson
-----------------------------
Vice President and Secretary
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EXHIBIT 9(a)5
For Immediate Release CONTACT: Daniel R. Mullen
V.P. & Treasurer
(602) 957-7711
TALLEY ANNOUNCES ACCEPTANCE UNDER ITS CONVERSION OFFER
PHOENIX, Ariz. (April 23, 1996)(TAL:NYSE)--Talley
Industries, Inc. announced today that its offer to convert each
of its Series B $1 Cumulative Convertible Preferred shares for
2.5 shares of Common Stock and each of its Series A Convertible
Preferred shares for 2.0 shares of Common Stock expired at 5:00
p.m., New York City time, on April 22, 1996 in accordance with
its terms.
The Company further announced that, based on a preliminary
report from the conversion agent, Series B holders submitted
794,193 shares for conversion, approximately 51 percent of the
total Series B stock outstanding. Series A holders submitted
52,902 shares for conversion, approximately 79 percent of the
total Series A stock outstanding.
The Company has notified the conversion agent of its
acceptance for conversion of all of the Series B and Series A
shares properly submitted. Subject to the terms and conditions
of the conversion offer, the conversion agent will promptly issue
Common Stock with respect to these shares of Series B and Series
A stock.
Talley Industries, Inc. designs, manufactures, and supplies
specialized industrial, commercial, and aerospace products and
services, including stainless steel rods and bars, and high-
reliability electronic components. The Company was a pioneer in
the automotive airbag industry and is currently developing new
airbag technologies.
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