<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
SCHEDULE 14D-1
(AMENDMENT NO. 12/FINAL AMENDMENT)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
AND
SCHEDULE 13D
under the Securities Exchange Act of 1934
-------------------------------------
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)
-------------------------------------
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)
-------------------------------------
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.
<PAGE>
14D-1 AND 13D
CUSIP No. 87468720 (Series A Preferred Shares)
CUSIP No. 87468730 (Series B Preferred Shares)
CUSIP No. 87468710 (Common Shares)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON: Score Acquisition Corp.
S.S. OR IRS IrrDENTIFICATION NO. OF ABOVE PERSON: 23-2924472
- --------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a){ }
(b){ }
- --------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------------------------
4 SOURCES OF FUNDS
AF
- --------------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f)
{ }
- --------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------------------------
7
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
12,509 Series A Preferred Shares
497,618 Series B Preferred Shares
10,777,195 Common Shares
- --------------------------------------------------------------------------------------------------
8 CHECK IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN
SHARES
{ }
- --------------------------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
90.7% of Series A Preferred Shares
66.4% of Series B Preferred Shares
75.9% of Common Shares
- --------------------------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
14D-1 AND 13D
CUSIP No. 87468720 (Series A Preferred Shares)
CUSIP No. 87468730 (Series B Preferred Shares)
CUSIP No. 87468710 (Common Shares)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON: Carpenter Technology Corporation
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON: 23-0458500
- ---------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a){ }
(b){ }
- ---------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------
4 SOURCES OF FUNDS
BK,OO
- ---------------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f)
{ }
- ---------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------------------------------
7
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
12,509 Series A Preferred Shares
497,618 Series B Preferred Shares
10,777,195 Common Shares
- ---------------------------------------------------------------------------------------------------
8 CHECK IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN
SHARES
{ }
- ---------------------------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
90.7% of Series A Preferred Shares
66.4% of Series B Preferred Shares
75.9% of Common Shares
- ------------------------------------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
This Amendment No. 12 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, 9, 10 and 11 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, November 20, 1997, December 1,
1997 and December 4, 1997, respectively (collectively, the "Schedule 14D-1").
The purpose of this Amendment No. 12 is to amend and supplement Items 6, 10
and 11 of the Schedule 14D-1 as described below. Pursuant to Instruction F of
Schedule 14D-1, this statement is submitted in satisfaction of the reporting
obligation of the Purchaser under Section 13(d) of the Securities Exchange Act
of 1934, as amended.
ITEM 6. Interest in Securities of the Subject Company.
At 12:00 midnight (EST) on Thursday, December 4, 1997, the Offer
expired. Based on preliminary information provided by the Depositary,
approximately 12,509 Series A Preferred Shares (or approximately 90.7% of
the Series A Preferred Shares outstanding), 497,618 Series B Preferred
Shares (or approximately 66.4% of the Series B Preferred Shares outstanding)
and 10,777,195 Common Shares (or approximately 75.9% of the Common Shares
outstanding) were validly tendered and not withdrawn pursuant to the Offer.
The Purchaser has accepted for payment all such Shares at the 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.
Pursuant to the Agreement and Plan of Merger, dated September 25,
1997, among the Parent, Purchaser and the Company, Parent intends to effect a
merger of Purchaser with and into the Company 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 Purchaser 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.
ITEM 10. Additional Information.
(f) Reference is made to the press release issued by Parent on
December 5, 1997, a copy of which is filed as Exhibit (a)(21) to the Schedule
14D-1 and is incorporated herein by reference.
ITEM 11. Material to be Filed as Exhibits.
(a)(21) Text of Press Release issued by Parent on December 5, 1997.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 12 is true,
complete and correct.
CARPENTER TECHNOLOGY CORPORATION
By: /s/ John R. Welty
------------------------------------
Name: John R. Welty
Title: Vice President, General Counsel
and Secretary
SCORE ACQUISITION CORP.
By: /s/ John R. Welty
------------------------------------
Name: John R. Welty
Title: Secretary
Dated: December 5, 1997
<PAGE>
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 depository 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 represents 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.
<PAGE>
Carpenter Technology Corporation / Page 2
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. This 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.
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