SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report - May 18, 1994
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(Date of Earliest Event Reported)
Carpenter Technology Corporation
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(Exact Name of Registrant as specified in its charter)
Delaware 1-5828
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(State of Incorporation) (Commission File No.)
23-0458 500
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(IRS Employer I.D. No.)
101 West Bern Street, Reading Pennsylvania, 19601
(Address of principal executive offices)
Registrant's telephone number, including area code: (610)208-2000
The Exhibit Index is located on Page 5 of 8
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Item 5. Other Events.
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On May 18, 1994, the Registrant entered into two Agreements
and Plans of Merger to acquire all of the issued and outstanding
capital stock of two affiliated companies, Certech, Incorporated,
a Pennsylvania corporation, and Certech, Inc., a New Jersey
corporation (jointly, "Certech"). The purchase price was not
disclosed. Certech manufactures a broad line of complex
injection molded ceramic parts and was profitable in the fiscal
year ended April 30, 1994 on sales of approximately $19 million.
The Registrant will pay approximately 80 percent of the purchase
price in cash and 20 percent in the Registrant's stock. It will
assume approximately $1.8 million of Certech's debt. Closing is
currently scheduled to occur by July 31, 1994.
<PAGE>
Item 7. Financial Statement and Exhibits.
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(a) and (b) None.
(c) Exhibits:
1. Press Release dated May 19, 1994.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date: June 13, 1993 CARPENTER TECHNOLOGY CORPORATION
(Registrant)
By: /s/John R. Welty
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John R. Welty
Vice President
General Counsel and Secretary
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EXHIBIT INDEX
Sequential
Exhibit Description Page Number
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1 Press release dated 6
May 19, 1994
Katharine Marshall
Manager-Communications
& Admin. Services
IMMEDIATE RELEASE (215) 208-3034
CARPENTER TECHNOLOGY CONTINUES GROWTH STRATEGY
BY ACQUIRING N.J. STRUCTURAL CERAMICS COMPANY
Reading, PA (May 19, 1994) -- As part of its strategy to
grow by entering new specialty materials businesses, Carpenter
Technology Corporation (NYSE: CRS) announced today that it has
agreed to acquire the stock of Certech Inc. and its affiliated
companies for an undisclosed price.
Certech, a privately held company headquartered in Wood-
Ridge, New Jersey, manufactures a broad line of complex injection
molded ceramic parts. Certech is an industry leader in the
ceramic core market, a $100 million market worldwide that
primarily serves the aerospace and power generation industries.
The company was profitable in the fiscal year ended April
30, 1994 on sales of about $19 million.
Carpenter will pay approximately 80 percent of the purchase
price in cash and 20 percent in Carpenter stock. It will assume
approximately $1.8 million of Certech's debt. Closing currently
is scheduled to occur by July 31, 1994.
Certech employs about 500 people in its Wood-Ridge; Wilkes-
Barre, Pennsylvania; and Corby, Northamptonshire, U.K.
manufacturing facilities. It was established in 1970 by Dr.
Stuart Z. Uram, 59, who will remain with the company as
president.
MORE<PAGE>
"The structural ceramics market is large and rapidly
growing, as products once fabricated from metals convert to
ceramics," said Robert W. Cardy, chairman, president and CEO of
Carpenter. "Certech is an ideal vehicle to participate in this
market. At the same time, our market contacts should enhance
Certech's growth potential."
A significant number of Carpenter's customers have been
investigating the use of structural ceramics parts, because of
temperature and wear resistance, lighter weight and near-net
shape capability.
As a result, Carpenter entered into two separate R&D
agreements in 1991 to evaluate expanding into such advanced
materials as ceramics. Through the agreements, the company
wanted to determine if it should be involved in structural
ceramics, and, if so, how to enter the market.
The agreements led to:
* Carpenter licensing the Freeze Dry, Quick Set
injection molding technology of Ceramics Process
Systems Corp. (CPS) of Milford, Mass. This technology
is believed to be superior for manufacturing ceramic
parts for automotive and jet heat engines.
* An option to purchase Technical Ceramics Laboratories,
Inc. (TCL) of Alpharetta, Ga. by spring 1995. TCL has
moved from an R&D organization to a small manufacturing
operation as a result of Carpenter's involvement.
MORE<PAGE>
Like Certech, TCL manufactures complex shape, close
tolerance parts from advanced ceramic materials by
injection molding. Although the technologies employed
by both companies are similar, the amount of final
grinding of parts required, and the end-use markets
targeted vary.
"The R&D agreements confirmed that diversifying into
ceramics made sense for us," said Dr. Nicholas F. Fiore, senior
vice president, Strategic Businesses. "By acquiring Certech,
we'll be able to fold our development technologies and growing
market knowledge into an ongoing, profitable ceramics business.
"We believe that we need to offer several technologies to be
recognized as a viable participant in the fast growing structural
ceramics industry," Fiore added.
Carpenter, based in Reading, Pennsylvania, manufactures and
markets high-performance alloys and specialty steel products for
aerospace, automotive, electronics and other industries
worldwide. As part of its growth strategy, the company extended
its international specialty metals business last year, by
entering into a joint manufacturing venture in Taiwan and
acquiring a Mexican distribution company. In fiscal year 1993
(ended June 30, 1993), the company had sales of $576 million.
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