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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. 5)
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. 5 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. The purpose of this
Amendment No. 5 is to amend and supplement Item 10 of the Schedule 14D-1 as
described below.
ITEM 10. Additional Information
(f) Item 10(f) is hereby amended and supplemented by the following:
The second paragraph of Section 1 of the Offer to Purchase (Term of the
Offer; Expiration Date) shall be amended and supplemented by adding the
following after the third sentence thereof:
"IF ANY SUCH WAIVER OCCURS, THE PURCHASER SHALL EXTEND THE OFFER FOR
THAT TIME PERIOD, IF ANY, REQUIRED BY THE EXCHANGE ACT, AS DEFINED BELOW, OR
ANY REGULATION OR RULE ISSUED THEREUNDER."
Section 10 of the Offer to Purchase (Background of the Offer; Contacts
with the Company) shall be amended and supplemented by the following:
"The purchase prices of $11.70 per Series A Preferred Share and $16.00 per
Series B Preferred Share were derived from the purchase price of $12.00 per
Common Share. Since each Series A Preferred Share and Series B Preferred Share
is convertible into .95 and 1.3125 Common Shares, respectively, the purchase
price for each Preferred Share was calculated by first multiplying the
applicable conversion ratio times $12.00. To these amounts were added the next
quarterly dividend payable to that Preferred Share, $0.275 in the case of Series
A Preferred Shares and $0.25 in the case of Series B Preferred Shares. The
resulting amounts were rounded up to $11.70 for the Series A Preferred Shares
and exactly $16.00 for the Series B Preferred Shares. The next quarterly
dividend amounts were included in the purchase price for Preferred Shares so
that holders tendering their Preferred Shares during the term of the Offer would
receive consideration substantially equivalent to the total amounts received by
those holders who continue to hold their Preferred Shares until the date of the
Merger."
The introductory clause of Section 15 of the Offer to Purchase (Certain
Conditions of the Offer) is hereby amended and restated in its entirety to read
as follows:
"Notwithstanding any other provision of the Offer or the Merger Agreement,
Purchaser shall not be required to accept for payment or pay for, subject to
Rule 14e-1(c) of the Exchange Act, any Shares not theretofore accepted for
payment, and may terminate or amend the Offer if (i) that number of Shares which
would represent at least a majority of the voting power represented by the
Shares and other securities entitled generally to vote in the election of
directors of the Company outstanding on a fully diluted basis after giving
effect
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to the exercise or conversion of all options, rights and securities exercisable
or convertible into or exchangeable for Shares or such voting securities shall
not have been validly tendered and not withdrawn immediately prior to the
expiration of the Offer (the "Minimum Condition"), (ii) any applicable waiting
period under the HSR Act shall not have expired or been terminated prior to the
expiration of the Offer or (iii) at any time on or after the date of
commencement of the Offer and prior to the Expiration Date, any of the following
conditions exist or shall occur:"
The first sentence of the last paragraph of Section 15 of the Offer to
Purchase (Certain Conditions of the Offer) is hereby amended and restated in its
entirety to read as follows:
"The foregoing conditions are for the sole benefit of Purchaser and
Parent and may be asserted by Purchaser or Parent regardless of the
circumstances giving rise to any such condition and may be waived by Purchaser
or Parent, in whole or in part, at any time and from time to time, in the sole
discretion of Purchaser or Parent; provided, however, that if any such waiver
occurs, the Purchaser or Parent shall extend the Offer for that time period, if
any, required by the Exchange Act or any regulation or rule issued thereunder."
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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. 5 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: October 22, 1997
