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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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(AMENDMENT NO. 10)
TALLEY INDUSTRIES, INC.
(Name of Subject Company)
SCORE ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
CARPENTER TECHNOLOGY CORPORATION
(Bidders)
Series A Convertible Preferred Stock
(Title of Class of Securities)
87468720
(CUSIP Number of Class of Securities)
Series B $1 Cumulative Convertible Preferred Stock
(Title of Class of Securities)
87468730
(CUSIP Number of Class of Securities)
Common Stock, $1.00 Par value per share
(Including the associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
87468710
(CUSIP Number of Class of Securities)
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JOHN R. WELTY
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CARPENTER TECHNOLOGY CORPORATION
101 WEST BERN STREET
READING, PENNSYLVANIA 19612-4662
Telephone: (610) 208-2000
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidders)
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with a copy to:
DECHERT PRICE & RHOADS
4000 BELL ATLANTIC TOWER
1717 ARCH STREET
PHILADELPHIA, PA 19103
(215) 994-4000
ATTENTION: HERBERT F. GOODRICH, JR.
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This Amendment No. 10 to the Schedule 14D-1 relates to a tender offer
by Score Acquisition Corp., a Delaware corporation (the "Purchaser") and a
wholly owned subsidiary of Carpenter Technology Corporation, a Delaware
corporation ("Parent"), to purchase all outstanding shares of Series A
Convertible Preferred Stock ("Series A Preferred Shares"), Series B $1
Cumulative Convertible Preferred Stock ("Series B Preferred Shares") and
Common Stock, par value $1.00 per share ("Common Shares"), of Talley
Industries, Inc., a Delaware corporation (the "Company"), including the
associated Preferred Stock Purchase Rights (the "Rights") issued pursuant to
the Rights Agreement between the Company and ChaseMellon Shareholder Services
L.L.C., as Rights Agent, as amended and restated on February 2, 1996,
(collectively, the "Shares"), 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, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated October 2,
1997 (the "Offer to Purchase"), and in the related Letter of Transmittal
(which together constitute the "Offer"), copies of which are filed as Exhibit
(a)(1) and (a)(2), respectively, to the Schedule 14D-1 filed with the
Securities and Exchange Commission on October 2, 1997 as amended by Amendment
Nos. 1, 2, 3, 4, 5, 6, 7, 8 and 9 thereto dated October 6, 1997, October 9,
1997, October 10, 1997, October 20, 1997, October 22, 1997, October 27, 1997,
October 29, 1997, November 4, 1997 and November 20, 1997, respectively
(collectively, the "Schedule 14D-1"). The purpose of this Amendment No. 10 is
to amend and supplement Items 10 and 11 of the Schedule 14D-1 as described
below.
ITEM 10. Additional Information.
(f) Item 10(f) is hereby amended and supplemented by the following:
Parent announced on December 1, 1997 that the waiting period under
the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976
expired at 11:59 p.m. on November 28, 1997 with respect to the Offer.
Reference is made to the press release issued by Parent on December
1, 1997, a copy of which is filed as Exhibit (a)(19) to the Schedule 14D-1 and
is incorporated herein by reference.
ITEM 11. Material to be Filed as Exhibits.
(a)(19) Text of Press Release issued by Parent on December 1, 1997.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 10 is true,
complete and correct.
CARPENTER TECHNOLOGY CORPORATION
By: /s/ John R. Welty
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Name: John R. Welty
Title: Vice President, General Counsel
and Secretary
SCORE ACQUISITION CORP.
By: /s/ John R. Welty
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Name: John R. Welty
Title: Secretary
Dated: December 1, 1997
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NEWS
LOGO CARPENTER
Carpenter Technology Corporation
P.O. Box 14662
Reading, Pennsylvania 19612-4662
Contact: Robert Dickson
(610) 208-2165
IMMEDIATE RELEASE
WAITING PERIOD ENDS, CLEARING WAY
FOR CARPENTER'S ACQUISITION OF TALLEY
Reading, PA (December 1, 1997) -- Carpenter Technology Corporation
(NYSE:CRS), which is seeking to acquire Talley Industries, Inc. (NYSE:TAL),
announced today that the waiting period required by the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 expired Friday, November 28 at 11:59 p.m.
The U.S. Department of Justice declined to take further action, Carpenter
said, clearing the way for the acquisition to proceed.
Carpenter next must secure a majority of Talley's common and preferred
shares. Talley shareholders have until midnight (EST), Thursday, December 4,
to respond to the all cash tender offer that Carpenter initiated on October 2.
Carpenter is offering $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 business that makes and sells stainless
steel, titanium and other specialty alloys, and various engineered products,
seeks to acquire Talley to expand its metals manufacturing capacity and
distribution outlets. The Reading, Pa., company's sales have almost doubled in
the past five years, leading Carpenter to invest substantially in additional
manufacturing capacity in existing and acquired facilities.
For the first quarter of fiscal year 1998 (ended September 30, 1997),
Carpenter had sales of $249.5 million. Sales for fiscal 1997 were $939
million.
