As filed with the Securities and Exchange Commission
on December 23, 1997
Registration No. 33-
___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CARPENTER TECHNOLOGY CORPORATION
________________________________
(Exact name of registrant as specified in its charter)
Delaware 23-0458500
__________________ ___________________
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
101 WEST BERN STREET
READING, PENNSYLVANIA 19601
(610) 208-2000
____________________________________________________
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
JOHN R. WELTY, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CARPENTER TECHNOLOGY CORPORATION
101 WEST BERN STREET
READING, PENNSYLVANIA 19601
(610) 208-2000
_____________________________________________________
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
From time to time after this registration statement becomes
effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. _____
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. X
_____
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. _____
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, please check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. _____
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. _____
<PAGE>
CALCULATION OF REGISTRATION FEE
TITLE OF AMOUNT PROPOSED PROPOSED AMOUNT OF
EACH CLASS TO BE MAXIMUM MAXIMUM REGISTRATION
OF REGISTERED OFFERING AGGREGATE FEE
SECURITIES PRICE PER OFFERING
TO BE SHARE (1) PRICE(1)
REGISTERED
__________________________________________________________________________
Common stock, 318,000
par value Shares $49.25 $15,661,500 $4,620
$5 per share
__________________________________________________________________________
(1) Estimated solely for the purpose of calculating the
registration fee; computed in accordance with Rule 457(c) on
the basis of the average of the high and low sale prices
for the Common Stock on December 18, 1997 as reported on the
New York Stock Exchange Composite Tape.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
Information contained herein is subject to completion or
amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission. These securities may not be sold nor may offers to
buy be accepted prior to the time the registration statement
becomes effective. This Prospectus shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
State.
<PAGE>
SUBJECT TO COMPLETION DATED DECEMBER 23, 1997
PROSPECTUS
, 1997
318,000 SHARES
CARPENTER TECHNOLOGY CORPORATION
COMMON STOCK
(PAR VALUE $5 PER SHARE)
This Prospectus provides for the offering by the Selling
Stockholder named herein (the "Selling Stockholder") of up to an
aggregate of 318,000 shares (the "Shares") of the Common Stock, par
value $5 per share ("Common Stock"), of Carpenter Technology
Corporation (the "Company"). The Shares were issued by the Company
on February 28, 1997 pursuant to the terms of an Agreement and Plan
of Merger (the "Merger Agreement") among the Company, Dynamet
Incorporated ("DI") and the shareholders of DI ("DI Shareholders")
dated January 6, 1997. See "Selling Stockholder".
The Shares may be offered or sold by or for the account of the
Selling Stockholder from time to time on one or more exchanges or
otherwise, at prices and on terms to be determined at the time of
sale, to purchasers directly or by or through brokers or dealers,
who may receive compensation in the form of discounts, commissions
or concessions. The Selling Stockholder and/or any such brokers or
dealers may be deemed to be "underwriters" within the meaning of
the United States Securities Act of 1933, as amended (the
"Securities Act"), and any discounts, concessions and commissions
received by any such brokers and dealers may be deemed to be
underwriting commissions or other discounts under the Securities
Act. The Company will not receive any of the proceeds from any
sale of the Shares offered hereby. See "Use of Proceeds," "Selling
Stockholder" and "Plan of Distribution".
The Common Stock is listed on the New York Stock Exchange (the
"NYSE") and traded under the symbol "CRS". The last reported sale
price of the Common Stock on the NYSE on December 22, 1997 was $48.6875
per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
AVAILABLE INFORMATION
The Company is subject to the informational reporting
requirements of the United States Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports, proxy solicitation materials
and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy solicitation materials
and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's Regional Offices located at Seven World Trade
Center, Suite 1300, New York, New York 10048, and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such materials can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The
Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding
registrants that file electronically with the Commission. Such
reports, proxy and information statements and other information
may be found http://www.sec.gov. The Common Stock is listed on
the NYSE. Such reports, proxy solicitation materials and other
information can also be inspected and copied at the NYSE at
20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration
statement on Form S-3 (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") under the
Securities Act with respect to the offering made hereby. This
Prospectus does not contain all of the information set forth in
the Registration Statement, certain portions of which are omitted
in accordance with the rules and regulations of the Commission.
Such additional information may be obtained from the Commission's
principal office in Washington, D.C. as set forth above. For
further information, reference is hereby made to the Registration
Statement, including the exhibits which are filed as a part
thereof. Statements made in this Prospectus as to the contents
of any document are not necessarily complete, and in each
instance reference is made to the applicable exhibit for a more
complete description and each such statement is modified in its
entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (File No. 1-5828)
with the Commission pursuant to the Exchange Act are incorporated
by reference: The Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1997; the Company's Quarterly Report
for the quarter ended September 30, 1997, the Company's Current
Report on Form 8-K filed on March 27, 1997, as amended by the
Form 8-K/A filed on May 13, 1997; the Company's current report on
Form 8-K filed on December 15, 1997; and the description of the
Common Stock contained in the Company's Registration Statement on
Form 8-A, as the same has been and may be amended.
All documents and reports filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the
offering made by this Prospectus shall be deemed to be
incorporated by reference herein. Any statement contained herein
or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide to each person to whom a copy of this
Prospectus is delivered, upon the written or oral request of such
person, without charge, a copy of any or all of the documents
that are incorporated herein by reference, other than exhibits to
such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests should
be directed to Carpenter Technology Corporation, 101 West Bern
Street, Reading, Pennsylvania 19601, Attention: Corporate
Secretary, telephone number (610) 208-2000.
THE COMPANY
Carpenter, a specialty materials company, is a leading
manufacturer of stainless steel and specialty alloys, including
titanium alloys and various engineered products.
The Company's principal executive offices are located at
101 West Bern Street, Reading, Pennsylvania 19601, and its
telephone number is (610) 208-2000. Reference herein to the
Company refers to Carpenter Technology Corporation and its
subsidiaries, unless the context requires otherwise.
<PAGE>
USE OF PROCEEDS
The Selling Stockholder will receive all of the net proceeds from
any sale of the Shares offered hereby, and none of such proceeds
will be available for use by the Company or otherwise for the
Company's benefit.
SELLING STOCKHOLDER
The Shares that may be offered pursuant to this Prospectus will
be offered by or for the account of the Peter C. and
Ada E. Rossin 1997 Charitable Remainder Unitrust (the "Selling
Stockholder"). The Shares were acquired by Peter C. Rossin and
Ada E. Rossin, his wife, jointly on February 28, 1997, pursuant
to the Merger Agreement. Concurrently with the effectiveness of
the Registration Statement, the Shares were contributed to the
Selling Stockholder. Mr. Rossin and his wife beneficially owned
an aggregate of 2,387,494 shares of Common Stock, including the
Shares, on November 30, 1997, representing 12.2% of the shares of
Common Stock outstanding on such date. Following the offering,
Mr. Rossin and his wife will continue to beneficially own the
remaining 2,069,494 shares of Common Stock, or 10.6% of the shares
outstanding on November 30, 1997.
Mr. Rossin is a director of the Company. Pursuant to the
Merger Agreement, for a period ending on the earlier of February
28, 2007, or the date when the aggregate voting power held by the
DI Shareholders is less than 5% of the voting power of all
outstanding voting securities of the Company (the "Standstill
Term"), the Company has agreed to include Mr. Rossin or another
designee of the DI Shareholders in the slate of nominees of the
Board of Directors of the Company for election as a director on a
tri-annual basis. The Standstill Term will terminate if the
Company breaches the foregoing obligation or upon a change of
control of the Company (as defined in the Merger Agreement).
Each DI Shareholder has agreed during the Standstill Term not to
transfer (other than to certain permitted transferees or in a
registered offering) to a single purchaser or related or
affiliated group of purchasers more than the maximum number of
shares of Common Stock that could be sold or transferred thereto
in a single transaction in compliance with Rule 144(e)(1), unless
(if capital gain treatment would be available) that DI
Shareholder has first offered the Company the opportunity to
purchase such shares at the same price. Throughout the
Standstill Term, subject to certain exceptions, the DI
Shareholders have agreed not to acquire additional shares of the
Common Stock, any other voting securities of the Company, or any
rights to acquire the same. In addition, subject to certain
exceptions, the DI Shareholders have agreed during the Standstill
Term not to effect or propose any tender or exchange offer or
business combination involving the Company or any of its
subsidiaries or a recapitalization, restructuring, dissolution or
other extraordinary transaction involving the Company, nor to
participate in any proxy solicitation with respect to the Company
or participate in a "group" with respect to any voting securities
of the Company or execute any written consent in lieu of a
meeting of holders of Company voting securities. Other than as
described herein, neither the Selling Stockholder nor Mr. Rossin
has, or within the past three years has had, any position, office
or other material relationship with the Company or any of its
predecessors or affiliates. None of the restrictions or rights
described in this paragraph will be applicable to any person who
purchases Shares pursuant to this Prospectus.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by or for
the account of the Selling Stockholder on one or more exchanges
or otherwise; directly to purchasers in negotiated transactions;
by or through brokers or dealers in ordinary brokerage
transactions or transactions in which a broker or dealer solicits
purchases; in block trades in which brokers or dealers will
attempt to sell Shares as agent but may position and resell a
portion of the block as principal; in transactions in which a
broker or dealer purchases as principal for resale for its own
account; or in any combination of the foregoing methods. Shares
may be sold at a fixed offering price, which may be changed, at
the prevailing market price at the time of sale, at prices
related to such prevailing market price or at negotiated prices.
Brokers or dealers may arrange for others to participate in any
such transaction and may receive compensation in the form of
discounts, commissions or concessions payable by the Selling
Stockholder and/or the purchasers of Shares. If required at the
time that a particular offering of Shares is made, a supplement
to this Prospectus will be delivered that describes any material
arrangements for the distribution of Shares and the terms of the
offering, including, without limitation, any discounts,
commissions or concessions and other items constituting
compensation from the Selling Stockholder or otherwise. The
Company may agree to indemnify participating brokers or dealers
against certain civil liabilities, including liabilities under
the Securities Act.
The Selling Stockholder and/or any such brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities
Act, in which event any discounts, commissions or concessions
received by such brokers or dealers and any profit on the resale
of the Shares purchased by such brokers or dealers may be deemed
to be underwriting commissions or discounts under the Securities
Act.
Any Shares covered by this Prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under
that Rule rather than pursuant to this Prospectus. There can be
no assurance that the Selling Stockholder will sell any of the
Shares. The Selling Stockholder may transfer or gift Shares by
other means not described herein.
The Selling Stockholder will reimburse the Company for all costs
and expenses incurred by the Company in connection with the
offering contemplated hereby.
VALIDITY OF COMMON STOCK
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Dechert Price & Rhoads,
Philadelphia, Pennsylvania.
EXPERTS
The consolidated financial statements and related consolidated
financial statement schedule of the Company, included in the
Company's Annual Report on Form 10-K for fiscal year end June 30,
1997, incorporated by reference in this Prospectus, have been
incorporated herein in reliance on the reports of Coopers &
Lybrand LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.
The financial statements of Dynamet Incorporated incorporated in
this Prospectus by reference to the audited historical financial
statements included in the Company's Form 8-K/A dated May 13,
1997, have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
<PAGE>
________________________________ _______________________________
NO PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER
THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO 318,000 SHARES
SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES CARPENTER TECHNOLOGY CORPORATION
OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO COMMON STOCK
SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN
ANY CIRCUMSTANCES IN WHICH SUCH
OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN
NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF
OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO ITS
DATE.
________________________________ _______________________________
TABLE OF CONTENTS PROSPECTUS
Page ______________________________
Available Information. . . 2
Incorporation of Certain
Documents by Reference . . 2
The Company. . . . . . . . 3
Use of Proceeds. . . . . . 4
Selling Stockholder. . . . 4
Plan of Distribution . . . 5
Validity of Common Stock . 6 _____________, 1997
_______________________________ ______________________________
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses to be paid by the Company in connection
with the distribution of the Securities being registered are as
follows:
Securities and Exchange Commission Filing Fee $ 4,620
Accounting Fees and Expenses . . . . . . . . $ 4,000
Legal Fees and Expenses. . . . . . . . . . . $ 5,000
Miscellaneous Expenses . . . . . . . . . . . $ 500
Total. . $14,120
Item 15. Indemnification of Directors and Officers.
Article 7(a) of the registrant's Restated Certificate of
Incorporation provides for the elimination of liability of
directors to the fullest extent permitted by Section 102(b)(7) of
the Delaware General Corporation Law (the "GCL"). Section
102(b)(7) allows a corporation in its original Certificate of
Incorporation or an amendment thereto to eliminate or limit the
personal liability of a director for violations of the director's
fiduciary duty, except (i) for the breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the GCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions),
or (iv) for any transaction from which the director derived an
improper personal benefit.
Article 7(b) of the registrant's Restated Certificate of
Incorporation and Article 6.4 of the registrant's By-Laws provide
for indemnification of directors, officers, employees and agents
to the fullest extent permitted by Section 145 of the GCL.
Section 145 provides that a corporation may indemnify any
persons, including officers and directors, who are threatened to
be made parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal,
administrative or investigative, other than an action by or in
the right of the corporation by reason of the fact that such
person is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the
corporation, as a director, officer, employee or agent of another
corporation enterprise. The indemnification may include expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if the person
acted in good faith and in a manner believed to be in or not
opposed to the best interest of the corporation and had no
reasonable cause to believe his or her conduct was unlawful.
A corporation may indemnify officers and directors in actions by
or in the right of the corporation under the same conditions,
except that no indemnification is permitted without judicial
approval if the person is adjudged to be liable to the
corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to
above, the corporation must indemnify that person against
expenses actually and reasonably incurred. Under the
registrant's By-Laws, for indemnification purposes, an employee
or agent shall be deemed to have acted in good faith only if his
or her actions were within the scope of employment as defined by
an agreement with the registrant or the rules and regulations
established by the registrant or an authorized officer thereof.
The registrant has in effect a directors and officers liability
insurance policy which, with certain general and specific
exclusions, indemnifies each person who was, is or may hereafter
be a director or officer of the registrant and such person's
heirs and assigns, against any payment by an insured (except
fines and penalties) in respect of any legal liability, whether
actual or asserted, arising from any claim made against an
insured by reason of any breach of duty, neglect, error,
misstatement, misleading statement, omission or other act done or
wrongfully attempted by the insured, in his or her capacity as a
director or officer of the registrant, or any of the foregoing so
alleged by any claimant, or any matter claimed against an insured
solely by reason of his or her being or having been a director or
officer of the registrant. The policy may be canceled by the
insurer upon 60 days' written notice to the registrant. To the
extent that such insurance covers liabilities arising under the
Securities Act of 1933, no waivers or undertakings are made by
the registrant with respect thereto, except as set forth in Item
17 of this Registration Statement.
The registrant is a party to indemnity agreements with its
officers and directors which provide indemnification to the
fullest extent permitted by law in the event the indemnitee is or
becomes a party to or witness or other participant in, or is
threatened to be made a party to or witness or other participant
in any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation, whether instituted
by the registrant or any other party, that the indemnitee in good
faith believes might lead to the institution of any such action,
suit or proceeding, whether civil, criminal, administrative,
investigative or other by reason of (or arising in part out of)
any event or occurrence related to the fact that such person is
or was a director, officer, employee, agent or fiduciary of the
registrant, or is or was serving at the request of the registrant
as a director, officer, employee, trustee, agent or fiduciary of
another corporation, partnership, joint venture, employee benefit
plan, trust or other enterprise, or by reason of anything done or
not done by the indemnitee in any such capacity. The
indemnification includes any and all expenses (including
attorneys' fees), judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges
paid or payable in connection with or in respect of such
expenses, judgments, fines, penalties or amounts paid in
settlement). However, the indemnitee is not entitled to
indemnity payments or expense advances in connection with any
threatened, pending or completed action, suit or proceeding, or
any inquiry or investigation initiated by the indemnitee unless
the Board of Directors of the registrant has authorized or
consented to the initiation of such claim. In the event of a
Change in Control (as defined in such agreements) that has not
been approved by a majority of the registrant's Board of
Directors who were directors immediately prior to such Change in
Control, then with respect to all matters thereafter arising
concerning the rights of the indemnitee to indemnity payments and
expense advances under the indemnification agreement, any other
agreement, Certificate of Incorporation or By-Law provision in
effect, the registrant is required to seek legal advice from
independent legal counsel selected by the indemnitee and approved
by the registrant (which approval shall not be unreasonably
withheld) which legal advice includes the rendering of an opinion
to the registrant and indemnitee as to whether and to what extent
the indemnitee would be permitted to be indemnified under
applicable law.
Item 16. Exhibits and Financial Statement Schedules.
Reference is made to the Exhibit Index which appears at page 16
of this Registration Statement for a detailed list of the
exhibits filed as a part thereof.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(I) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Reading, Commonwealth of Pennsylvania, on December 22, 1997.
CARPENTER TECHNOLOGY CORPORATION
By: /s/Robert W. Cardy
__________________
Robert W. Cardy
Chairman of the Board,
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on December 22, 1997, by
the following persons in the capacities indicated.
Signature Capacity
_________ ________
/s/Robert W. Cardy
__________________ Chairman of the Board,
Robert W. Cardy President and Chief
Executive Officer
Director
/s/G. Walton Cottrell
__________________________ Senior Vice President Finance
G. Walton Cottrell and Chief Financial Officer
/s/Edward B. Bruno
__________________________ Controller
Edward B. Bruno
__________________________
Marcus C. Bennett Director
*
__________________________ Director
William S. Dietrich II
*
___________________________ Director
C. McCollister Evarts, M.D.
*
___________________________ Director
J. Michael Fitzpatrick
*
__________________________ Director
William J. Hudson, Jr.
*
__________________________ Director
Edward W. Kay
*
__________________________ Director
Robert J. Lawless
*
__________________________ Director
Marlin Miller, Jr.
*
__________________________ Director
Peter C. Rossin
*
__________________________ Director
Kathryn C. Turner
*
__________________________ Director
Kenneth L. Wolfe
*By: /s/John R. Welty
_____________________
John R. Welty
Attorney-in-Fact,
Pursuant to Power of Attorney
<PAGE>
EXHIBIT INDEX
Exhibit Sequential Page
Number Description Number
________ ___________ ________________
2.01 Agreement and Plan of Merger
dated January 6, 1997, by and
among Dynamet Incorporated, the
Shareholders of Dynamet Incorporated
and the Registrant (Incorporated
herein by reference to Exhibit A
found in the Preamble Section to
the Registrant's Current Report on
Form 8-K filed on March 27, 1997)
5.01 Opinion of Dechert Price & Rhoads as
to the legality of the securities
being registered.
23.01 Consent of Dechert Price & Rhoads
(included in Exhibit 5.01).
23.02 Consent of Coopers & Lybrand LLP.
23.03 Consent of Price Waterhouse LLP.
24.01 Powers of Attorney
Exhibit 5.01
Law Offices of
DECHERT PRICE & RHOADS
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103-2793
December 23, 1997
Carpenter Technology Corporation
101 West Bern Street
Reading, PA 19601
Re: Registration Statement on Form S-3
__________________________________
Ladies and Gentlemen:
We have acted as your counsel in connection with the
preparation of a registration statement on Form S-3 (the
"Registration Statement"), to be filed today with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended, relating to an aggregate of 318,000 shares (the
"Shares") of Common Stock, par value $5 per share, to be offered
and sold from time to time on behalf of the selling stockholder
identified in the Registration Statement.
We have participated in the preparation of the Registration
Statement and have examined such corporate records and other
documents and matters as we have considered appropriate to enable
us to give this opinion.
Based on the foregoing, it is our opinion that the Shares
have been validly issued and are fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
DECHERT PRICE & RHOADS
Exhibit 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-3 of our reports dated July 28, 1997, on our
audits of the consolidated financial statements and the
consolidated financial statement schedule of Carpenter Technology
Corporation and subsidiaries as of June 30, 1997 and 1996 and for
each of the three years in the period ended June 30, 1997, which
reports are included in the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1997. We also consent to the
reference to our Firm under the caption "Experts".
/s/ Coopers & Lybrand LLP
Coopers & Lybrand LLP
Philadelphia, Pennsylvania
December 17, 1997
Exhibit 23.03
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of Carpenter Technology Corporation of our report dated
March 3, 1997, relating to the financial statements of Dynamet
Incorporated, which appears in the Current Report on Form 8-K/A
of Carpenter Technology Corporation dated May 13, 1997. We also
consent to the reference to us under the heading "Experts" in
such Prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Pittsburgh, Pennsylvania
December 17, 1997
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert W.
Cardy, G. Walton Cottrell and John R. Welty, and each of them,
with full power to act without the others, as the true and
lawful attorney-in-fact and agent of the undersigned, with full
and several power of substitution, to sign a registration
statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, for the purpose of registering the offering of
shares of Common Stock of CARPENTER TECHNOLOGY CORPORATION (the
"Corporation") on behalf of the Peter C. and Ada E. Rossin 1997
Charitable Remainder Unitrust; to sign any and all amendments
(including post-effective amendments) to such registration
statement or statements; and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; granting to such attorneys
- -in-fact and agents, and each of them, full power and authority
to do and perform each and every act requisite and necessary to
be done in connection therewith, as fully as the undersigned
might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 4th day of December, 1997.
s/William S. Dietrich II
__________________________
William S. Dietrich II
Director
Carpenter Technology Corporation
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert W.
Cardy, G. Walton Cottrell and John R. Welty, and each of them,
with full power to act without the others, as the true and
lawful attorney-in-fact and agent of the undersigned, with full
and several power of substitution, to sign a registration
statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, for the purpose of registering the offering of
shares of Common Stock of CARPENTER TECHNOLOGY CORPORATION (the
"Corporation") on behalf of the Peter C. and Ada E. Rossin 1997
Charitable Remainder Unitrust; to sign any and all amendments
(including post-effective amendments) to such registration
statement or statements; and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; granting to such attorneys
- -in-fact and agents, and each of them, full power and authority
to do and perform each and every act requisite and necessary to
be done in connection therewith, as fully as the undersigned
might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 4th day of December, 1997.
s/Dr. C. McCollister Evarts
______________________________
Dr. C. McCollister Evarts
Director
Carpenter Technology Corporation
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert W.
Cardy, G. Walton Cottrell and John R. Welty, and each of them,
with full power to act without the others, as the true and
lawful attorney-in-fact and agent of the undersigned, with full
and several power of substitution, to sign a registration
statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, for the purpose of registering the offering of
shares of Common Stock of CARPENTER TECHNOLOGY CORPORATION (the
"Corporation") on behalf of the Peter C. and Ada E. Rossin 1997
Charitable Remainder Unitrust; to sign any and all amendments
(including post-effective amendments) to such registration
statement or statements; and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; granting to such attorneys
- -in-fact and agents, and each of them, full power and authority
to do and perform each and every act requisite and necessary to
be done in connection therewith, as fully as the undersigned
might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 4th day of December, 1997.
s/J. Michael Fitzpatrick
__________________________
J. Michael Fitzpatrick
Director
Carpenter Technology Corporation
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert W.
Cardy, G. Walton Cottrell and John R. Welty, and each of them,
with full power to act without the others, as the true and
lawful attorney-in-fact and agent of the undersigned, with full
and several power of substitution, to sign a registration
statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, for the purpose of registering the offering of
shares of Common Stock of CARPENTER TECHNOLOGY CORPORATION (the
"Corporation") on behalf of the Peter C. and Ada E. Rossin 1997
Charitable Remainder Unitrust; to sign any and all amendments
(including post-effective amendments) to such registration
statement or statements; and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; granting to such attorneys
- -in-fact and agents, and each of them, full power and authority
to do and perform each and every act requisite and necessary to
be done in connection therewith, as fully as the undersigned
might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 4th day of December, 1997.
s/William J. Hudson, Jr.
__________________________
William J. Hudson, Jr.
Director
Carpenter Technology Corporation
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert W.
Cardy, G. Walton Cottrell and John R. Welty, and each of them,
with full power to act without the others, as the true and
lawful attorney-in-fact and agent of the undersigned, with full
and several power of substitution, to sign a registration
statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, for the purpose of registering the offering of
shares of Common Stock of CARPENTER TECHNOLOGY CORPORATION (the
"Corporation") on behalf of the Peter C. and Ada E. Rossin 1997
Charitable Remainder Unitrust; to sign any and all amendments
(including post-effective amendments) to such registration
statement or statements; and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; granting to such attorneys
- -in-fact and agents, and each of them, full power and authority
to do and perform each and every act requisite and necessary to
be done in connection therewith, as fully as the undersigned
might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 4th day of December, 1997.
s/Edward W. Kay
_____________________
Edward W. Kay
Director
Carpenter Technology Corporation
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert W.
Cardy, G. Walton Cottrell and John R. Welty, and each of them,
with full power to act without the others, as the true and
lawful attorney-in-fact and agent of the undersigned, with full
and several power of substitution, to sign a registration
statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, for the purpose of registering the offering of
shares of Common Stock of CARPENTER TECHNOLOGY CORPORATION (the
"Corporation") on behalf of the Peter C. and Ada E. Rossin 1997
Charitable Remainder Unitrust; to sign any and all amendments
(including post-effective amendments) to such registration
statement or statements; and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; granting to such attorneys
- -in-fact and agents, and each of them, full power and authority
to do and perform each and every act requisite and necessary to
be done in connection therewith, as fully as the undersigned
might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 4th day of December, 1997.
s/Robert J. Lawless
________________________
Robert J. Lawless
Director
Carpenter Technology Corporation
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert W.
Cardy, G. Walton Cottrell and John R. Welty, and each of them,
with full power to act without the others, as the true and
lawful attorney-in-fact and agent of the undersigned, with full
and several power of substitution, to sign a registration
statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, for the purpose of registering the offering of
shares of Common Stock of CARPENTER TECHNOLOGY CORPORATION (the
"Corporation") on behalf of the Peter C. and Ada E. Rossin 1997
Charitable Remainder Unitrust; to sign any and all amendments
(including post-effective amendments) to such registration
statement or statements; and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; granting to such attorneys
- -in-fact and agents, and each of them, full power and authority
to do and perform each and every act requisite and necessary to
be done in connection therewith, as fully as the undersigned
might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 4th day of December, 1997.
s/Marlin Miller, Jr.
__________________________
Marlin Miller, Jr.
Director
Carpenter Technology Corporation
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert W.
Cardy, G. Walton Cottrell and John R. Welty, and each of them,
with full power to act without the others, as the true and
lawful attorney-in-fact and agent of the undersigned, with full
and several power of substitution, to sign a registration
statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, for the purpose of registering the offering of
shares of Common Stock of CARPENTER TECHNOLOGY CORPORATION (the
"Corporation") on behalf of the Peter C. and Ada E. Rossin 1997
Charitable Remainder Unitrust; to sign any and all amendments
(including post-effective amendments) to such registration
statement or statements; and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; granting to such attorneys
- -in-fact and agents, and each of them, full power and authority
to do and perform each and every act requisite and necessary to
be done in connection therewith, as fully as the undersigned
might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 4th day of December, 1997.
s/Peter C. Rossin
______________________________
Peter C. Rossin
Director
Carpenter Technology Corporation
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert W.
Cardy, G. Walton Cottrell and John R. Welty, and each of them,
with full power to act without the others, as the true and
lawful attorney-in-fact and agent of the undersigned, with full
and several power of substitution, to sign a registration
statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, for the purpose of registering the offering of
shares of Common Stock of CARPENTER TECHNOLOGY CORPORATION (the
"Corporation") on behalf of the Peter C. and Ada E. Rossin 1997
Charitable Remainder Unitrust; to sign any and all amendments
(including post-effective amendments) to such registration
statement or statements; and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; granting to such attorneys
- -in-fact and agents, and each of them, full power and authority
to do and perform each and every act requisite and necessary to
be done in connection therewith, as fully as the undersigned
might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 4th day of December, 1997.
s/Kathryn C. Turner
__________________________
Kathryn C. Turner
Director
Carpenter Technology Corporation
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert W.
Cardy, G. Walton Cottrell and John R. Welty, and each of them,
with full power to act without the others, as the true and
lawful attorney-in-fact and agent of the undersigned, with full
and several power of substitution, to sign a registration
statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, for the purpose of registering the offering of
shares of Common Stock of CARPENTER TECHNOLOGY CORPORATION (the
"Corporation") on behalf of the Peter C. and Ada E. Rossin 1997
Charitable Remainder Unitrust; to sign any and all amendments
(including post-effective amendments) to such registration
statement or statements; and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; granting to such attorneys
- -in-fact and agents, and each of them, full power and authority
to do and perform each and every act requisite and necessary to
be done in connection therewith, as fully as the undersigned
might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 4th day of December, 1997.
s/Kenneth L. Wolfe
________________________________
Kenneth L. Wolfe
Director
Carpenter Technology Corporation
<PAGE>
