SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO
SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
TALLEY INDUSTRIES, INC.
(Name of Subject Company)
William B. Danzell
Saad A. Alissa
(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)
William B. Danzell
P.O. Box 7169
Head Island, South Carolina 29938
(803) 785-2929
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the
Person(s) Filing Statement
Copies to:
David J. Levenson, Esq.
Venable, Baetjer, Howard & Civiletti, LLP
1201 New York Avenue, N.W., Suite 1000
Washington, D.C. 20005
(202) 962-4831
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CUSIP No. 87468710 Page 2 of 6
Item 1. Security and Subject Company.
The title of the classes of equity securities to which this
statement relates and the name and the address of the
principal executive offices of the subject company are:
Common Stock, par value $1.00 per share
Series A Convertible Preferred Stock,
par value $1.00 per share
Series B $1.00 Cumulative Convertible Preferred Stock,
par value $1.00 per share
Talley Industries, Inc.
2702 North 44th Street
Suite 100A
Phoenix, Arizona 85008
Item 2. Tender Offer of the Bidder.
The tender offer to which this statement relates is that of
Score Acquisition Corp., a wholly owned subsidiary of
Carpenter Technology Corporation; the address of the
principal executive offices of both entities is 101 West
Bern Street, Reading, PA 19601.
Item 3. Identity and Background.
The name and business address of each of the persons filing
this statement are:
William B. Danzell
P.O. Box 7169
18 Pope Avenue
Executive Park Road, Suite 3
Hilton Head Island, South Carolina 29929
Saad A. Alissa, President
Abdullatif Ali Alissa Est.
P.O. Box 192
Alkhobar 31952
Saudi Arabia
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CUSIP No. 87468710 Page 3 of 6
Item 4. The Solicitation or Recommendation.
The persons filing this statement recommend that security
holders reject the tender offer by Score Acquisition Corp.,
a wholly owned subsidiary of Carpenter Technology
Corporation, as inadequate, in that no market survey was
made and no auction was conducted to obtain the best price
available for security holders.
Item 5. Person Retained, Employed or to be Compensated.
No person has been retained or is to be compensated by or on
behalf of the persons filing this statement, to make
recommendations to security holders, but the persons filing
this statement may do so in the future.
Item 6. Recent Transactions and Intent With Respect to
Securities.
The persons filing this statement have not effected any
transaction in the securities of the subject company during
the past 60 days.
The persons filing this statement presently do not intend to
tender to the bidder their securities of the subject
company, or to sell their securities.
Item 7. Certain Negotiations and Transactions by the
Subject Company.
Not applicable.
Item 8. Additional Information.
None/not applicable.
Item 9. Material to be Filed as Exhibits.
(a) A news release dated September 27, 1997 was made in
connection with the recommendation to reject the tender
offer of the bidder.
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CUSIP No. 87468710 Page 4 of 6
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.
Date: October 14, 1997 /s/William B. Danzell
William B. Danzell
Date: October 14, 1997 /s/Saad A. Alissa
Saad A. Alissa
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CUSIP No. 87468710 Page 5 of 6
Exhibit A
SCREAM Founders Oppose Talley Takeover Bid
For Immediate Release
HILTON HEAD ISLAND, SC (Sept. 26, 1997) -- Two founders
of the minority shareholders group that forced the ouster of
Talley Industries' (NYSE:TAL) chief executive officer and
another director criticized as inadequate a $12-per-share
takeover bid by Carpenter Technology Corp. (NYSE:CRS)
announced earlier today.
"The founders of SCREAM (Shareholders Committee to
Remove Entrenched and Arrogant Management) considers this
offer unsatisfactory and simply will not support it at such
a low price because the breakup value of the company, we
believe, is significantly higher," said William B. Danzell,
who formed SCREAM with Saad A. Alissa.
"Carpenter Technology is bottom fishing," Danzell said.
"We are pleased that Talley's board of directors has
placed the company in play and is entertaining an offer to
sell the company," Danzell said.
But the board has an obligation to its shareholders to
maximize the value of their holdings by allowing other
companies to bid on Talley's divisions individually, he
said.
"We feel that, sold separately, Talley's airbag,
stainless teel, defense and industrial products divisions
are worth much more individually than the whole," Danzell
said. "Talley has thus far prevented other companies from
extending bids or evaluating the individual segments.
Carpenter is the only one that has been allowed access."
<PAGE>
CUSIP No. 87468710 Page 6 of 6
Talley shareholders voted May 8, 1997, to remove
Chairman and CEO William Mallender and Director Townsend
Hoopes from the Phoenix-based holding company's board of
directors, supporting a proxy filed by SCREAM, a group
controlling 10.3 percent of Talley's common stock. SCREAM
consisted of Saad A. Alissa, Robert T. Craig, William B.
Danzell and Ralph A. Rockow. Craig and Rockow were elected
to the Talley board to replace Mallender and Hoopes.
Talley Industries, Inc. designs, manufactures and
supplies specialized industrial, commercial and aerospace
products and services, including stainless steel bar and
wire rod, and high reliability electronic components. The
company was a pioneer in the automotive airbag industry and
is currently developing new airbag technology.
Carpenter Technology, based in Reading, PA, is engaged
in the manufacture, fabrication and distribution of
specialty metals. It also manufactures engineered products,
including structural ceramics, and ultra-hard wear parts.
Contact: William B. Danzell, Danzell Investment Management,
Ltd., (803) 785-2929
DC1DOCS1.59684
