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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
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Talley Industries, Inc.
(Name of Subject Company)
Talley Industries, Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $1.00 per share
(Including the associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
87468710
(CUSIP Number of Class of Securities)
Series A Convertible Preferred Stock, par value $1.00 per share
(Title and Class of Securities)
87468720
(CUSIP Number of Class of Securities)
Series B $1.00 Cumulative Convertible Preferred Stock, par value $1.00 per
share
(Title of Class of Securities)
87468730
(CUSIP Number of Class of Securities)
Mark S. Dickerson
Vice President,
General Counsel and Secretary
Talley Industries, Inc.
2702 North 44th Street
Suite 100A
Phoenix, Arizona 85008
(602) 957-7711
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Person(s)
Filing Statement)
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Copies to:
William L. Rosoff
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
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This Amendment No. 5 (this "Amendment") amends and supplements
the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended and
supplemented to date, the "Schedule 14D-9"), originally filed on October 2,
1997 by Talley Industries, Inc., a Delaware corporation (the "Company"), and
subsequently amended by Amendment No. 1 on October 6, 1997, Amendment No. 2 on
October 10, 1997, Amendment No. 3 on October 17, 1997 and Amendment No. 4 on
October 20, 1997, with respect to the tender offer commenced by Score
Acquisition Corp., a Delaware corporation ("Purchaser"), and a wholly owned
subsidiary of Carpenter Technology Corporation, a Delaware corporation
("Parent"), on October 2, 1997, to purchase all outstanding shares of the
following classes of the Company's securities at the indicated prices: Common
Stock for $12.00 per share; Series A Preferred Stock for $11.70 per share; and
Series B Preferred Stock for $16.00 per share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase
dated October 2, 1997 and in the related Letter of Transmittal.
All capitalized terms used in this Amendment without definition
have the meanings attributed to them in the Schedule 14D-9.
The Schedule 14D-9 is hereby amended by adding the following:
Item 4. The Solicitation or Recommendation.
(a) In a letter dated October 20, 1997 addressed to Admiral
Foster, Mr. Rockow resigned as a director of the Company, effective as of such
date. The Company does not presently intend to fill the vacancy caused by Mr.
Rockow's resignation.
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SIGNATURE
After reasonable 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.
Talley Industries, Inc.
By: /s/ Mark S. Dickerson
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Name: Mark S. Dickerson
Title: Vice President and Secretary
Date: October 21, 1997
