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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. 4)
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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. 4 (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 and Amendment No. 3 on October 17, 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 8. Additional Information to be Furnished.
(c) On October 17, 1997, the Company and Parent received a request
from the U.S. Department of Justice (the "DOJ") for additional
information under the provisions of the HSR Act in connection with
the Offer. On October 20, 1997, the Company and Parent issued a
joint press release announcing this request and stating their
intention to comply with it as promptly as possible. The "second
request" by the DOJ extends the waiting period under the HSR Act
until 10 days after the date on which Parent complies with the
request. The Offer may not be consummated until, among other
things, the expiration or termination of the HSR waiting period.
The press release dated October 20, 1997, filed as Exhibit Q
hereto, is incorporated herein by reference, and the foregoing
summary is qualified in its entirety by reference thereto.
Item 9. Material to be Filed as Exhibits.
Q. Press Release of the Company and Parent, dated October 20, 1997.
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 20, 1997
EXHIBIT Q
Carpenter and Talley Receive Request from Justice Department
for Additional Information on Talley Offer
Business Wire via Dow Jones
READING, Pa. and PHOENIX--(BUSINESS WIRE)--Oct. 20, 1997-- - -
Carpenter Technology Corporation (NYSE:CRS) and Talley Industries Inc.
(NYSE:TAL) announced Monday that they have received a 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
Carpenter's tender offer for Talley.
Carpenter and Talley said that they are proceeding as quickly
as possible to comply with the Justice Department's request, which will extend
the Hart-Scott-Rodino waiting period until 10 days after the date on which
Carpenter complies with the request, unless the Justice Department decides
to terminate the waiting period earlier.
The tender offer will not be consummated until, among other
things, the expiration or termination of the Hart-Scott-Rodino waiting period.
As announced on Sept. 26, 1997, Carpenter has initiated an
all-cash tender offer for all outstanding shares of common and preferred stock
of Talley at a price of $12.00 per share of common stock, $11.70 per share of
Series A convertible preferred stock and $16.00 per share of Series B $1
cumulative convertible preferred stock.
Carpenter Technology Corporation, headquartered in Reading,
Pennsylvania, manufacturers and distributes high performance alloys such as
specialty steel and titanium, and various engineered products. In fiscal year
1997 (ended June 30) Carpenter had revenues of $939 million.
Talley Industries Inc. headquartered in Phoenix, designs,
manufactures and supplies specialized industrial, commercial and aerospace
products and services, including stainless steel bar and wire rod, high
reliability electronic components. In calendar 1996, Talley had revenues of
$502.7 million.
Contact: Carpenter Technology Corp.
Cathy Bower, 610/208-2639
Robert Ferris, 212/715-1573
or
Talley
Mark Dickerson, 602/957-7711
15:05 EDT October 20, 1997
