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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. 9)
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. 9 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. 9 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 November 20, 1997 that it has certified that it is
in substantial compliance with the request from the U.S. Department of Justice
for additional information under the provisions of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 in connection with the Offer.
Reference is made to the press release issued by Parent on November 20,
1997, a copy of which is filed as Exhibit (a)(18) to the Schedule 14D-1 and is
incorporated herein by reference.
ITEM 11. Material to be Filed as Exhibits.
(a)(18) Text of Press Release issued by Parent on November 20, 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. 9 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: November 20, 1997
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EXHIBIT 99(a)(18)
NEWS
CARPENTER
Carpenter Technology Corporation
P.O. Box 14662
Reading, Pennsylvania 19612-4662
Contact: Robert Dickson
(610) 208-2165
IMMEDIATE RELEASE
CARPENTER CERTIFIES RESPONSE TO JUSTICE DEPARTMENT
REQUEST COMPLETE
Reading, PA (November 20, 1997) - Carpenter Technology Corporation (NYSE:
CRS), which is seeking to acquire Talley Industries, Inc. (NYSE:TAL) in a tender
offer, said today that it has completed its response and is compliant with the
Justice Department's request for additional information.
Under the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of
1976, the Justice Department now has 10 days to review the information.
Carpenter believes that this waiting period began November 19 and that it will
expire November 28 -- before the tender offer deadline of midnight (EST) on
Thursday, December 4.
The tender offer may not be consummated until the expiration or termination
of the Hart-Scott-Rodino waiting period.
Carpenter initiated an all-cash tender offer for the outstanding shares of
Talley October 2, 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.
When the Justice Department requested more information on October 20,
Carpenter extended the original deadline for the tender offer's expiration from
October 30 to December 4.
(more)
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Page 2/Carpenter
Subsequently, the Justice Department substantially narrowed its request,
according to John R. Welty, vice president, general counsel and secretary at
Carpenter.
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, Pennsylvania 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.
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