SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
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Talley Industries, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total Fee Paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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March 20, 1996
To Participants in the Talley Savings Plus 401-K Plan:
As a participant in the Talley Savings Plus 401-K Plan, we recently
mailed to you a package of documents, including the Company's 1995 Annual
Report to Stockholders and the Company's Proxy Statement, in connection with
the upcoming Annual Meeting of Stockholders of Talley Industries, Inc. As a
participant in the TSP Plan, you are entitled to vote at the meeting on the
election of directors and certain other matters that are to be voted upon by
the stockholders at the meeting.
I was just informed that some of you received voting instruction cards
that were intended for stockholders who do not participate in the TSP. The
correct voting instruction cards permit you to direct the voting of the shares
of stock allocated to your account. In addition, some of you may have
received a return envelope that did not fit the cards. I apologize for any
confusion or inconvenience this may have caused you. Furthermore, I want to
assure you that every possible step will be taken in the future to avoid
similar problems.
Unfortunately, we can not determine how many and which participants were
affected by these mistakes. The reason for this is that only Marshall &
Ilsley Trust Company, the Plan Trustee who receives the voting instruction
cards and tabulates the voting, has access to the cards. Consequently, after
consultation with the Plan Trustee, we decided to mail new voting instruction
cards and return envelopes to all participants. The cards and envelope are
enclosed with this letter. I believe that it is important that every
participant be assured of the opportunity to vote at the Annual Meeting.
After you have reviewed the Proxy Statement and Annual Report previously
mailed to you, please mark, date, sign and return both of the enclosed voting
instruction cards to Marshall & Ilsley Trust Company of Arizona in the
enclosed envelope as soon as possible. Please complete these steps even if
you have already returned your cards. I want there to be no possibility of
any problem with your vote.
In connection with the matters to be voted upon at the meeting, the
Company's Board of Directors unanimously recommends a vote FOR each of the
four regular and two special nominees for director listed in the Proxy
Statement, FOR approval of the 1996 Comprehensive Stock Plan, FOR approval of
the 1996 Non-employee Director Stock Plan and AGAINST the stockholder
proposal.
If your voting instructions are not received, the shares allocated to
your account will not be voted. While I hope that you will vote in the manner
recommended by the Board of Directors, the most important thing is that you
vote in whatever manner you deem appropriate. Please take a moment to do so
even if you have previously voted.
Sincerely,
Mark S. Dickerson
