<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
------------------------------------
(AMENDMENT NO. 8)
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>
This Amendment No. 8 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. 8 is to amend and supplement Item 11 of the Schedule 14D-1 as
described below.
ITEM 11. Material to be Filed as Exhibits.
(a)(17) Text of Press Release issued by Parent on November 4, 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. 8 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: November 4, 1997
<PAGE>
IMMEDIATE RELEASE Contact: Katharine Marshall
(610) 208-3034
CARPENTER EXTENDS EXPIRATION DATE
OF OFFER FOR TALLEY
Reading, PA (November 4, 1997) - As previously announced October 28,
Carpenter Technology Corporation (NYSE:CRS) has extended the expiration date of
it tender offer for outstanding common and preferred shares of Talley
Industries, Inc. (NYSE:TAL) from October 30 to midnight (EST) Thursday, December
4. The extension was made to allow time to submit additional information to the
Justice Department under the Hart Scott Rodino review procedure.
As of the close of business on October 28, approximately 718,786 shares
of common stock, 11,794 shares of Series A convertible preferred stock and
16,991 shares of Series B convertible preferred stock had been tendered and not
withdrawn.
As of the close of business on November 3, approximately 1,823,572
shares of common stock, 12,019 shares of Series A convertible preferred stock
and 70,733 shares of Series B convertible preferred stock of Talley had been
tendered and not withdrawn.
"In tender offers, many shares are tendered shortly before the
expiration date," noted Robert W. Cardy, chairman, president and CEO of
Carpenter. "Assuming that the Department of Justice review has been completed,
we are optimistic that a majority of Talley's shares will be tendered by
December 4 and that we will be able to proceed with the merger," he said.
Carpenter manufactures and distributes stainless steel, titanium and
other specialty alloys, and various engineered products. It is seeking to
acquire Talley to expand its metals manufacturing capacity.
###
