SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CARPENTER TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 23-0458500
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 West Bern Street
Reading, Pennsylvania 19603
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on to be
to be so registered each class is to be registered
Common Stock New York Stock Exchange
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
Exhibit Index is on page 3.
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Item 1. Description of Registrant's Securities to be Registered.
- ------- -------------------------------------------------------
On April 23, 1996, the Board of Directors of the
registrant approved Amendment No. 2 (the "Amendment") to the Rights
Agreement dated as of June 26, 1986, as heretofore amended (the
"Rights Agreement") between the registrant and First Chicago Trust
Company of New York, as successor Rights Agent. The Amendment (i)
extends the term of the Rights until June 26, 2006, (ii) resets the
Purchase Price at $145; and (iii) effects certain technical changes
in the Rights Agreement as provided therein.
A copy of the Amendment is attached hereto as Exhibit 3
and is incorporated herein by reference. The foregoing description
of the Amendment does not purport to be complete and is qualified
in its entirety by reference to the Amendment. Capitalized terms
used herein and not otherwise defined have the meanings ascribed to
them in the Registration Statement on Form 8-A to which this
amendment relates.
Item 2. Exhibits.
- ------- ---------
Exhibit No. Description
- ----------- -----------
3 Amendment No. 2, dated April 23, 1996, to the
Rights Agreement, dated as of June 26, 1986,
as heretofore amended, between Carpenter
Technology Corporation and First Chicago Trust
Company of New York, as successor Rights Agent
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Act of 1934, the registrant has duly caused this
amendment to its registration statement to be signed on its behalf
by the undersigned, thereto duly authorized.
CARPENTER TECHNOLOGY CORPORATION
By: s/John R. Welty
___________________________________
John R. Welty
Vice President, General Counsel
and Secretary
Date: April 24, 1996
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EXHIBIT INDEX
Amendment No. 2 to Registration Statement
on Form 8-A
Sequential
Exhibit No. Description Page Number
- ----------- ----------- -----------
3 Amendment No. 2, dated April 4
23, 1996, to the Rights Agreement
<PAGE>
Exhibit 3 to Registration
Statement on Form 8-A
-------------------------
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
-----------------------------------
AMENDMENT NO. 2, dated as of April 23, 1996, to the
Rights Agreement dated as of June 26, 1986, as amended by
Amendment No. 1 thereto dated as of May 11, 1989 (as so amended,
the "Rights Agreement"), between CARPENTER TECHNOLOGY
CORPORATION, a Delaware corporation (the "Company") and FIRST
CHICAGO TRUST COMPANY OF NEW YORK, successor to Morgan Guaranty
Trust Company of New York, as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent desire
further to amend the Rights Agreement in accordance with Section
26 thereof;
NOW, THEREFORE, in consideration of the premises and
mutual agreements set forth in the Rights Agreement and this
Amendment, and INTENDING TO BE LEGALLY BOUND HEREBY, the parties
hereby agree as follows:
1. Amendments to Rights Agreement. The
following Sections of the Rights Agreement are
hereby amended in the respects hereinafter set
forth:
(a) Section 1(c)(iii) is hereby
amended by inserting at the end of
such Section the following:
"; and provided, further, that
nothing herein shall cause a person who is an
institutional investor of the type eligible
to report securities ownership on Schedule
13G pursuant to Rule 13d-1(b) under the
Exchange Act to be the "Beneficial Owner" of,
or to "beneficially own", any securities the
ownership of which is required to be reported
on Schedule 13G (or on Schedule 13D if such
person does not state any intention, or
reserve the right, to change or influence
control of the Company), and if upon the
Company's request such person certifies that
it became an Acquiring Person inadvertently
or without knowledge of the terms of the
Rights or the Rights Agreement and such
person further undertakes and agrees not to
acquire any additional Common Shares."
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(b) Section 3(c) is hereby amended
by adding immediately after the
words "May 11, 1989" in the
description of the legend the
following:
"and as of April 23, 1996"
(c) Section 7(a) is hereby
amended by substituting "2006"
for "1996" in clause (i)
thereof.
(d) Section 7(b) is hereby amended
by substituting $145 for "$90"
[previously adjusted to $45] in the
third line thereof.
(e) Section 11(n) is hereby
amended by adding after the phrase
"assets or earning power" as it
appears twice therein the
following:
"or cash flow potential"
(f) Section 13(a) is hereby
amended by adding in clause (z)
thereof after the phrase "assets or
earning power" as it appears twice
therein the words:
"or cash flow potential"
(g) Section 29 is hereby
amended by inserting at the
end of such section the
following:
"provided, however, that
notwithstanding anything in this Agreement to
the contrary, if any such term, provision,
covenant or restriction is held by such court
or authority to be invalid, void or
unenforceable and the Board of Directors of
the Company determines in its good faith
judgment that severing the invalid language
from this Agreement would adversely affect
the purpose or effect of this Agreement, the
right of redemption set forth in Section 23
hereof shall be reinstated and shall not
expire until the close of business on the
tenth day following the date of such
determination by the Board of Directors.
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Without limiting the foregoing, if any
provision requiring a majority of the Board
of Directors of the Company to be Continuing
Directors to act is held by any court of
competent jurisdiction or other authority to
be invalid, void or unenforceable, such determination
shall then be made by the Board of Directors of the
Company in accordance with applicable law and the
Company's Certificate of Incorporation and By-Laws."
2. Amendment to Rights Certificate. The first
two pages of the form of Rights Certificate
attached as Exhibit A to the Rights Agreement are
amended to read in their entirety as set forth in
Annex 1 hereto.
3. References to Agreement. The term
"Agreement" as used in the Rights Agreement shall
be deemed to refer to the Rights Agreement as
amended hereby.
4. Reaffirmation of Agreement. This Amendment
shall be effective as of the date hereof and,
except as set forth herein, the Rights Agreement
shall remain in full force and effect and shall be
otherwise unaffected hereby.
5. Execution in Counterparts. This Agreement
may be executed in two or more counterparts, each
of which shall be deemed an original, but all of
which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and their respective corporate
seals to be hereunder affixed, all as of the day and year first
above written.
Attest: CARPENTER TECHNOLOGY CORPORATION
s/John R. Welty By: s/Robert W. Cardy
- --------------------- ----------------------------
John R. Welty Robert W. Cardy
Secretary Chairman, President &
Chief Executive Officer
Attest: FIRST CHICAGO TRUST COMPANY
OF NEW YORK
s/Craig F. Broomfield By: s/Charles D. Keryc
- ------------------------ ------------------------------
Craig F. Broomfield Charles D. Keryc
Assistant Vice President Vice President
<PAGE>
ANNEX 1
-------
EXHIBIT A
---------
[Form of Right Certificate]
Certificate No. R- ______ Rights
NOT EXERCISABLE AFTER JUNE 26, 2006 OR
EARLIER IF NOTICE OF REDEMPTION IS GIVEN.
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE
OPTION OF THE COMPANY, AT $.025 PER RIGHT ON
THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
UNDER CERTAIN CIRCUMSTANCES, RIGHTS
BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR
AN ADVERSE PERSON (AS SUCH TERMS ARE DEFINED
IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT
HOLDER MAY BECOME NULL AND VOID. [THE RIGHTS
REPRESENTED BY THIS CERTIFICATE WERE
BENEFICIALLY OWNED BY A PERSON WHO WAS OR
BECAME AN [ACQUIRING] [ADVERSE] PERSON OR AN
ASSOCIATE OR AFFILIATE OF AN [ACQUIRING]
[ADVERSE] PERSON. THIS RIGHT CERTIFICATE AND
THE RIGHTS REPRESENTED HEREBY MAY BECOME VOID
IN THE CIRCUMSTANCES SPECIFIED IN SECTION
7(e) OF THE RIGHTS AGREEMENT.]*
____________________
* The portion of the legend in brackets shall be inserted only
if applicable.
<PAGE>
Right Certificate
CARPENTER TECHNOLOGY CORPORATION
This certifies that , or
registered assigns, is the registered owner of the number of
Rights set forth above, each of which entitles the owner thereof,
subject to the terms, provisions and conditions of the Rights
Agreement dated as of June 26, 1986, as amended (the "Rights
Agreement") between Carpenter Technology Corporation, a Delaware
Corporation (the "Company"), and First Chicago Trust Company of
New York, successor to Morgan Guaranty Trust Company of New York
(the "Rights Agent"), to purchase from the Company at any time
after the Distribution Date (as such term is defined in the
Rights Agreement) and prior to the close of business on June 26,
2006, at the principal office of the Rights Agent, or its
successors as Rights Agent, in New York, New York, one fully
paid, nonassessable share of the Common Stock (the "Common
Shares") of the Company, at a purchase price of $145 per share
(the "Purchase Price"), upon presentation and surrender of this
Right Certificate with the Form of Election to Purchase and
related certificate duly executed. The number of Rights
evidenced by this Right Certificate (and the number of Common
Shares which may be purchased upon exercise thereof) set forth
above, and the Purchase Price per share set forth above, are the
number and Purchase Price as of April 23, 1996, based on the
Common Shares as constituted at such date.
Upon the occurrence of a Section 11(a)(ii) Event (as
such term is defined in the Rights Agreement), if the Rights
evidenced by this Rights Certificate are beneficially owned by
(i) an Acquiring Person, an Adverse Person or an Affiliate or
Associate of any such Person (as such terms are defined in the
Rights Agreement), (ii) a transferee of any such Acquiring
Person, Adverse Person, Associate or Affiliate, or (iii) under
certain circumstances specified in the Rights Agreement, a
transferee of a person who, after such transfer, became an
Acquiring Person, an Adverse Person or an Affiliate or Associate
of any such Person, such Rights shall become null and void and no
holder hereof shall have any right with respect to such Rights
from and after the occurrence of such Section 11(a)(ii) Event.
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