<PAGE>
As filed with the Securities and Exchange Commission on January 22, 1998
Registration No. 333-
================================================================================
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 jurisdiction (I.R.S. Employer Identification No.)
of 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
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)
_____________________
COPIES TO:
Herbert F. Goodrich, Jr., Esq. Gerald S. Tanenbaum, Esq.
Dechert Price & Rhoads Cahill Gordon & Reindel
4000 Bell Atlantic Tower 80 Pine Street
1717 Arch Street New York, New York 10005
Philadelphia, Pennsylvania 19103 (212) 701-3000
(215) 994-4000
Approximate date of commencement of proposed sale to the 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 being 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, 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. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each Class of Proposed Maximum Amount of
Securities to be Registered Aggregate Offering Registration
Price (1) Fee (2)
<S> <C> <C>
Common Stock and Debt Securities $350,000,000 $103,250
================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) of the rules and regulations under the Securities
Act of 1933, as amended.
(2) Amount calculated pursuant to Section 6(b) under the Securities Act of 1933,
as amended.
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
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.
SUBJECT TO COMPLETION, DATED JANUARY 22, 1998
<PAGE>
PROSPECTUS
CARPENTER TECHNOLOGY CORPORATION
$350,000,000
Common Stock and Debt Securities
Carpenter Technology Corporation ("Carpenter" or the "Company") may from
time to time offer, together or separately, (i) shares of its common stock, par
value $5.00 per share (the "Common Stock"), and (ii) its debt securities
consisting of debentures, notes or other evidences of indebtedness (the "Debt
Securities"), in each case in one or more series and in amounts, at prices and
on terms to be determined at or prior to the time of offering. The Debt
Securities and Common Stock are collectively referred to herein as the
"Securities."
Specific terms of the Securities in respect of which this Prospectus is
being delivered (the "Offered Securities") will be set forth in a Prospectus
Supplement with respect to such Offered Securities, which Prospectus Supplement
will describe, without limitation and where applicable, the following: (i) in
the case of Common Stock, the specific designation, number of shares, purchase
price and the rights and privileges thereof, together with any qualifications or
restrictions thereon and any listing on a securities exchange and (ii) in the
case of Debt Securities, the specific designation, aggregate principal amount,
authorized denomination, maturity, premium, if any, exchangeability, redemption,
conversion, prepayment or sinking fund provisions, if any, interest rate (which
may be fixed or variable), if any, method, if any, of calculating interest
payments and dates for payment thereof, dates on which premium, if any, will be
payable, the right of Carpenter, if any, to defer payment of interest on the
Debt Securities and the maximum length of such deferral period, the initial
public offering price, any listing on a securities exchange and other specific
terms of the offering. Unless otherwise indicated in the Prospectus Supplement,
Carpenter does not intend to list any of the Securities other than the Common
Stock on a national securities exchange. Any Prospectus Supplement relating to
any series of Offered Securities will contain information concerning certain
United States federal income tax considerations, if applicable, to the Offered
Securities.
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.
The Offered Securities may be offered to or through agents, dealers or
underwriters designated from time to time as set forth in the applicable
Prospectus Supplement, and may be offered to other purchasers directly by
Carpenter. Certain terms of the offering and sale of Offered Securities,
including, where applicable, the names of any underwriters, dealers or agents,
any applicable commissions, discounts and other items constituting compensation
of such underwriters, dealers or agents, and the proceeds to Carpenter from such
sale, will be set forth in the accompanying Prospectus Supplement. See "Plan of
Distribution" for possible indemnification arrangements for underwriters,
dealers and agents.
No Offered Securities may be sold without delivery of the applicable
Prospectus Supplement describing the method and terms of the offering of the
Offered Securities.
------------------------
_______, 1998.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE 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 SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER
THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS OR AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. 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 CARPENTER SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
AVAILABLE INFORMATION
Carpenter is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). These reports,
proxy and information statements and other information may be inspected without
charge and copied at the public reference facilities maintained by the
Commission at its principal offices at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices located at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such
materials also can be obtained at prescribed rates from the Public Reference
Section of the Commission at the principal offices of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. In addition,
the Company is required to file electronic versions of these documents with the
Commission through the Commission's Electronic Data Gathering, Analysis and
Retrieval (EDGAR) system and such material may be accessed electronically by
means of the Commission's World-Wide Web Site on the Internet at
http://www.sec.gov. Such material may also be inspected at the offices of The
New York Stock Exchange, Inc. at 20 Broad Street, New York, New York 10005.
Carpenter has filed with the Commission a Registration Statement on Form S-
3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Securities offered hereby (including all amendments and
supplements thereto, the "Registration Statement"). This Prospectus, which
forms a part of the Registration Statement, does not contain all the information
set forth in the Registration Statement and the exhibits filed thereto, certain
parts of which have been omitted in accordance with the rules and regulations of
the Commission. Statements contained herein concerning the provisions of any
documents are not necessarily complete and, in each instance, reference is made
to the copy of such document filed as an exhibit to the Registration Statement
or otherwise filed with the Commission. Each such statement is qualified in its
entirety by such reference. The Registration Statement and the exhibits thereto
can be inspected and copied at the public reference facilities and regional and
other offices referred to above.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Carpenter hereby incorporates in this Prospectus by reference thereto and
makes a part hereof the following documents, heretofore filed with the
Commission pursuant to the Exchange Act: (i) Carpenter's Annual Report on Form
10-K for the fiscal year ended June 30, 1997; (ii) Carpenter's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1997; (iii) Carpenter's Current
Reports on Form 8-K filed on March 27, 1997, as amended by the Form 8-K/A filed
on May 13, 1997, and on December 15, 1997, as amended by the Form 8-K/A filed on
January 22, 1998; and (iv) the description of Carpenter's Common Stock contained
in Carpenter's Registration Statement on Form 8-A, as the same has been and may
be amended.
--------------------------
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
termination of the offering being made hereby shall be deemed to be incorporated
in this Prospectus by reference and to be a part hereof from the respective
dates of the filing of such documents. 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 and the
Registration Statement of which it is a part to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein, modifies or supersedes such
earlier statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus or
such Registration Statement.
Carpenter hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon written or oral request
of any such person, a copy of any and all of the documents referred to above
which have been or may be incorporated in this Prospectus by reference, other
than exhibits to such documents which are not specifically incorporated by
reference into such documents. Requests for such copies should be directed to
Corporate Secretary, Carpenter Technology Corporation, 101 West Bern Street,
Reading Pennsylvania 19601, telephone (610) 208-2000.
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THE COMPANY
Carpenter, a specialty materials company, is a leading manufacturer of
stainless steel and specialty alloys, including titanium alloys and various
engineered products.
On February 19, 1998, Carpenter expects to complete its acquisition of
Talley Industries, Inc. ("Talley Industries"). Talley Industries is a
diversified company that operates in three basic segments -- metal processing
and distribution, industrial products and government products. Carpenter
intends to retain the metal processing and distribution businesses and divest
the other businesses.
The Company was incorporated in Delaware in 1904. Its principal executive
offices are located at 101 West Bern Street, Reading, Pennsylvania 19601, and
its telephone number is (610) 208-2000.
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USE OF PROCEEDS
Unless otherwise set forth in the applicable Prospectus Supplement,
proceeds from the sale of the Offered Securities will be used by Carpenter to
reduce the outstanding principal amount under its revolving credit agreement
with four United States banks. However, Carpenter intends to continue to
utilize financing available under its revolving credit agreement for general
corporate purposes, possible acquisition of other businesses and capital
expenditures.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges.
<TABLE>
<CAPTION>
--------------------------------------------
Three Months
Ended
September 30, Year Ended June 30,
1997 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges.................... 5.0x 5.0x 5.7x 4.8x 3.8x 2.8x
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, earnings
consist of income before income taxes, extraordinary charges and cumulative
effect of changes in accounting principles, plus fixed charges (other than
capitalized interest), plus the amount of previously capitalized interest
amortized during the period. Fixed charges consist of interest costs (including
capitalized interest and amortization of debt discount and debt expense) and an
amount representing the interest component of non-capitalized leases.
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<PAGE>
DESCRIPTION OF CAPITAL STOCK
The total amount of the authorized capital stock of Carpenter consists of
(i) 50,000,000 shares of Common Stock, $5.00 par value, of which 19,630,028
shares were outstanding as of December 31, 1997, and 2,000,000 shares of
Preferred Stock, $5.00 par value, of which approximately 444.2 shares were
issued and outstanding as of such date.
The following summary does not purport to be complete and is qualified in
its entirety by reference to Carpenter's Restated Certificate of Incorporation
(the "Restated Certificate of Incorporation") and (ii) Carpenter's Bylaws (the
"Bylaws").
COMMON STOCK
Subject to such preferential rights as may be granted by the Board of
Directors of Carpenter (the "Board of Directors") in connection with the future
issuance of Preferred Stock, holders of shares of Common Stock are entitled to
one vote per share on all matters to be voted on by stockholders and are
entitled to receive ratably such dividends as may be declared on the Common
Stock by the Board of Directors in its discretion from funds legally available
therefor. In the event of the liquidation, dissolution or winding up of
Carpenter, whether voluntary or involuntary, remaining net assets, if any, of
Carpenter shall be distributed pro rata to the holders of the Common Stock.
Holders of Common Stock have no subscription, redemption, conversion or
preemptive rights. Matters submitted for stockholder approval generally require
a majority vote of the shares of Common Stock present and voting thereon, except
as otherwise provided by law, by the Certificate of Incorporation, as amended
from time to time, or by the Bylaws. The outstanding shares of Common Stock
are, and any shares of Common Stock offered hereby will, when issued, be fully
paid and nonassessable.
CERTAIN PROVISIONS OF RESTATED CERTIFICATE OF INCORPORATION AND BY-LAWS
The Restated Certificate of Incorporation and Bylaws contain certain
provisions that are intended to enhance the likelihood of continuity and
stability in the composition of Carpenter's Board of Directors and which may
have the effect of delaying, deferring or preventing a future takeover or change
in control of Carpenter. The Restated Certificate of Incorporation of Carpenter
provides that the members of the Board of Directors are divided into three
classes as nearly equal in number as possible. Each class is elected for a
three-year term. At each Annual Meeting of Stockholders, roughly one-third of
the members of the Board of Directors will be elected for a three-year term.
The other directors will remain in office until their three year terms expire.
Therefore, control of the Board of Directors cannot be changed in one year, and
at least two annual meetings must be held before a majority of the members of
the Board of Directors can be changed.
The General Corporation Law of the State of Delaware provides that a
director, or the entire Board of Directors, may be removed by the stockholders
only for cause. Vacancies on the Board of Directors may be filled for the
unexpired term by a majority vote of the remaining directors. The Bylaws
establish an advance notice procedure with regard to the nomination, other than
by or at the direction of the Board of Directors, of candidates for election as
directors. In general, notice must be received by Carpenter not less than 60
days nor more than 90 days prior to the anniversary date of the immediately
preceding annual meeting and must contain certain
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<PAGE>
specified information concerning the person to be nominated and the stockholder
submitting the proposal.
The Restated Certificate of Incorporation also provides that in the case of
a merger or consolidation of Carpenter with or into any other corporation, or
any sale, lease or exchange of all or substantially all of the assets of
Carpenter to or with, or any sale, lease or exchange to or with Carpenter of any
assets of, any other corporation, person or other entity, involving beneficial
owners of more than 10% of any class of capital stock of Carpenter, such
transactions must be approved by the affirmative vote of 80% of the outstanding
shares of the capital stock of Carpenter entitled to vote. The Restated
Certificate of Incorporation also provides that the affirmative vote of 80% of
the capital stock of Carpenter entitled to vote is required to amend, alter or
repeal such provisions or adopt any provisions inconsistent therewith.
The requirement of a supermajority vote to approve certain corporate
transactions and certain amendments to the Restated Certificate of Incorporation
of Carpenter could enable a minority of Carpenter's stockholders to exercise
veto powers over such transactions and amendments.
Except as otherwise required by law and subject to the rights of the
holders of stock having a preference over the Common Stock as to dividends or
upon liquidation, special meetings of stockholders may be called only by the
Board of Directors pursuant to a resolution approved by a majority of the entire
Board of Directors. The Restated Certificate of Incorporation provides that
stockholders may act only at an annual or special meeting and stockholders may
not act by written consent.
RIGHTS AGREEMENT
On June 26, 1986, the Board of Directors of Carpenter declared a dividend
of one right (a "Right") for each outstanding share of Common Stock and one
Right on each Share of Common Stock that will become outstanding between June
26, 1986 and the earliest of the Distribution Date, the Expiration Date and the
Final Expiration Date, as amended (as such terms are defined in the Restated
Rights Agreement, dated as of May 11, 1989, between Carpenter and First Chicago
Trust Company of New York, as successor Rights Agent (the "Rights Agreement")).
Each Right entitles the registered holder to purchase from Carpenter one share
of Common Stock of Carpenter, at a price of $145 per one share (the "Purchase
Price"), subject to adjustment.
The Rights will expire on June 26, 2006 (the "Final Expiration Date"),
unless redeemed earlier, and will not be exercisable or transferable separately
from the shares of Common Stock until the close of business on the Distribution
Date, which will occur on the earlier of (i) the tenth day following a public
announcement that a person (an "Acquiring Person") or any associate or affiliate
of an Acquiring Person has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding Common Stock of the
Corporation (the "Shares Acquisition Date"); or (ii) the tenth day following
commencement of a tender or exchange offer which would result in the ownership
of 20% or more of the outstanding Common Stock of Carpenter; or (iii) the tenth
day after the Board of Directors declares that a person, alone or with
affiliates and associates (an "Adverse Person"), has become the beneficial owner
of a substantial amount (not to be less than 15%) of outstanding Common Stock of
Carpenter and that such person's ownership either is intended to cause Carpenter
to take action adverse to its long-term interests or may cause a material
adverse impact on the business or prospects of Carpenter.
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In the event that (i) the Board of Directors determines that a person is an
Adverse Person; (ii) Carpenter is the surviving corporation in a merger with an
Acquiring Person and Carpenter's Common Stock remains outstanding and unchanged
and is not exchanged for securities of the Acquiring Person or other property;
(iii) an Acquiring Person transfers any assets to Carpenter in exchange for
Common Shares or otherwise obtains from Carpenter, with or without
consideration, any additional Common Shares; (iv) an Acquiring Person sells,
purchases, exchanges or otherwise disposes to, from or with Carpenter or any of
its subsidiaries assets on terms and conditions less favorable to Carpenter than
that which would have resulted from arms-length negotiations or an Acquiring
Person sells, exchanges, or otherwise disposes assets having an aggregate fair
market value of more than $10,000,000; (v) an Acquiring Person receives any
compensation from Carpenter or any of its subsidiaries other than compensation
for full-time employment or receives the benefit, directly or indirectly of any
loans, advances, guarantees, or other financial assistance provided by Carpenter
or any of its subsidiaries; (vi) a person becomes the beneficial owner of 20% or
more of the outstanding Common Stock of Carpenter; (vii) a reduction in the
annual rate of dividends paid on shares of the capital stock of Carpenter or a
failure to increase the annual rate of dividends on shares of capital stock of
Carpenter necessary to reflect any reclassification or any similar transaction
occurs without the approval of a majority of the Continuing Directors (as
defined in the Rights Agreement); (viii) while there is an Acquiring Person, an
event involving Carpenter or any of its subsidiaries occurs which results in the
Acquiring Person's proportionate ownership interest being increased by more than
1%, each holder of a Right will have the right to receive, upon payment of the
Purchase Price, a number of shares of Common Stock having a value equal to twice
the Purchase Price. Rights are not exercisable following the occurrence of any
of the events set forth in this paragraph until the expiration of the period
during which the Rights may be redeemed by Carpenter as described below.
Notwithstanding the foregoing, after the occurrence of any of the events set
forth in this paragraph, Rights that are (or, under certain circumstances,
Rights that were) beneficially owned by an Acquiring Person or an Adverse Person
will be null and void.
Unless the Rights are redeemed earlier, if, after the Distribution Date,
Carpenter is acquired in a merger or other business combination in which
Carpenter is not the surviving corporation or in which the Common Stock of
Carpenter is changed into or exchanged for securities of any other person or
other property or 50% or more of the assets or earning power of Carpenter and
its subsidiaries (taken as a whole) are sold or transferred, the Rights
Agreement provides that each holder of record of a Right will from and after the
time have the right to receive, upon payment of the Purchase Price, that number
of shares of common stock of the acquiring company which has value equal to
twice the Purchase Price.
At any time prior to the earlier of (i) ten days following the Shares
Acquisition Date (or such later date as may be determined by a majority of the
Continuing Directors who are not officers of Carpenter) or (ii) the Final
Expiration Date, Carpenter may redeem the Rights in whole, but not in part, at a
price of $.05 per Right.
The Rights have certain anti-takeover effects and may adversely affect a
third party's attempt to acquire Carpenter. The Rights will cause substantial
dilution to a person or group that attempts to acquire Carpenter. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors of Carpenter since, among other things, the Board of
Directors may, at its option, under certain circumstances, redeem all but not
less than all of the then outstanding Rights at $.05 per Right.
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<PAGE>
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of Carpenter, including, without limitation, the right
to vote or to receive dividends.
REGISTRAR AND TRANSFER AGENT
The registrar and transfer agent for the Common Stock is First Chicago
Trust Company of New York.
PREFERRED STOCK
Under Carpenter's Restated Certificate of Incorporation, the Board of
Directors is authorized without further stockholder action to provide for the
issuance of up to 2,000,000 shares of Preferred Stock (the "Preferred Stock"),
in one or more series, by adoption of a resolution or resolutions providing for
the issuance of such series and determining the relative rights and preferences
of the shares of any such series with respect to the rate of dividend, payments
on liquidation, sinking fund provisions, conversion privileges and voting rights
and whether the shares shall be cumulative, noncumulative or partially
cumulative. The holders of the Preferred Stock would not have any preemptive
right to subscribe for any shares issued by Carpenter.
On September 6, 1991, the Board of Directors of Carpenter designated
461.5384615 shares of Carpenter's authorized but unissued Preferred Stock as
Series A Preferred Stock (the "Series A Preferred Stock"). The shares of Series
A Preferred Stock are to be issued only to State Street Bank & Trust Company as
trustee of the Carpenter Employee Stock Ownership Plan, as amended from time to
time, or any successor or replacement plan. The Series A Preferred Stock shall
rank senior to the Common Stock as to the payment of dividends and the
distribution of assets on liquidation, dissolution and winding-up of Carpenter,
and unless otherwise provided shall rank pari passu to all series of Carpenter's
---- -----
preferred stock as to the payment of dividends and the distribution of assets on
liquidation, dissolution or winding up. If any of the Series A Preferred Stock
is transferred to any person other than the trustee, then the shares of Series A
Preferred Stock so transferred will be automatically converted into shares of
Common Stock and will have only the powers and rights pertaining to the Common
Stock into which such shares have been converted. The holder of shares of
Series A Preferred Stock are entitled to that number of votes equal to the
product of 1.3 multiplied by the number of shares of Common Stock into which the
Series A Preferred Stock could be converted rounded to the nearest one-tenth of
a vote. As of December 31, 1997, approximately 444.2 shares of Series A
Preferred Stock were issued and outstanding.
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<PAGE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities offered hereby will be issued under an Indenture, dated
as of January 12, 1994, between Carpenter and First Trust of New York, National
Association, as successor Trustee (the "Trustee"), as it may be amended or
supplemented from time to time (the "Indenture"). The Debt Securities may be
issued from time to time in one or more series. The particular terms of each
series, or of Debt Securities forming a part of a series, which are offered by a
Prospectus Supplement, will be described in such Prospectus Supplement.
The following summary of certain provisions of the Indenture does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, all provisions of the Indenture, including the definitions therein
of certain terms which are not otherwise defined in this Prospectus. The terms
of the Indenture are also governed by certain provisions contained in the Trust
Indenture Act of 1939, as amended (the "TIA"). Certain capitalized terms used
below but not defined herein have the meanings ascribed to them in the
Indenture.
GENERAL
The Indenture provides that Debt Securities in separate series may be
issued thereunder from time to time without limitation as to aggregate principal
amount. Carpenter may specify a maximum aggregate principal amount for the Debt
Securities of any series. The Debt Securities are to have such terms and
provisions which are not inconsistent with the Indenture, including as to
maturity, principal and interest, as Carpenter may determine. The Debt
Securities will be unsecured obligations of Carpenter and will rank on a parity
with all other unsecured and unsubordinated indebtedness of Carpenter.
The applicable Prospectus Supplement will set forth the price or prices at
which the Debt Securities to be offered will be issued and will describe the
following terms of such Debt Securities: (i) the title of such Debt Securities;
(ii) any limit on the aggregate principal amount of such Debt Securities or the
series of which they are a part; (iii) the date or dates on which the principal
of any of such Debt Securities will be payable; (iv) the rate or rates at which
any of such Debt Securities will bear interest, if any, the date or dates from
which any such interest will accrue, the Interest Payment Dates on which any
such interest will be payable and the Regular Record Date for any such interest
payable on any Interest Payment Date; (v) the place or places where the
principal of and any premium and interest on any of such Debt Securities will be
payable; (vi) the period or periods within which, the price or prices at which
and the terms and conditions on which any of such Debt Securities may be
redeemed, in whole or in part, at the option of Carpenter; (vii) the obligation,
if any, of Carpenter to redeem or purchase any of such Debt Securities pursuant
to any sinking fund or analogous provision or at the option of the Holder
thereof, and the period or periods within which, the price or prices at which
and the terms and conditions on which any of such Debt Securities will be
redeemed or purchased, in whole or in part, pursuant to any such obligation;
(viii) the denominations in which any of such Debt Securities will be issuable,
if other than denominations of $1,000 and any integral multiple thereof; (ix) if
the amount of principal of or any premium or interest on any of such Debt
Securities may be determined with reference to an index or pursuant to a
formula, the manner in which such amounts will be determined; (x) if other than
the currency of the United States of America, the currency, currencies or
currency units in which the principal of or any premium or interest on any of
such Debt Securities will be payable (and the manner in which the equivalent of
the principal amount thereof in the currency of the United States of America is
to be
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determined for any purpose, including for the purpose of determining the
principal amount deemed to be Outstanding at any time); (xi) if the principal of
or any premium or interest on any of such Debt Securities is to be payable, at
the election of Carpenter or the Holder thereof, in one or more currencies or
currency units other than those in which such Debt Securities are stated to be
payable, the currency, currencies or currency units in which payment of any such
amount as to which such election is made will be payable, the periods within
which and the terms and conditions upon which such election is to be made and
the amount so payable (or the manner in which such amount is to be determined);
(xii) if other than the entire principal amount thereof, the portion of the
principal amount of any of such Debt Securities which will be payable upon
declaration of acceleration of the Maturity thereof; (xiii) if the principal
amount payable at the Stated Maturity of any of such Debt Securities will not be
determinable as of any one or more dates prior to the Stated Maturity, the
amount which will be deemed to be such principal amount as of any such date for
any purpose, including the Principal amount thereof which will be due and
payable upon any Maturity other than the Stated Maturity or which will be deemed
to be Outstanding as of any such date (or, in any such case, the manner in which
such deemed principal amount is to be determined); (xiv) if applicable, that
such Debt Securities, in whole or any specified part, are defeasible pursuant to
the provisions of the Indenture described under "Defeasance and Covenant
Defeasance - Defeasance and Discharge" or "Defeasance and Covenant Defeasance -
Covenant Defeasance," or under both such captions; (xv) whether any of such Debt
Securities will be issuable in whole or in part in the form of one or more
Global Securities and, if so, the respective Depositaries for such Global
Securities, the form of any legend or legends to be borne by any such Global
Security in addition to or in lieu of the legend referred to under "Form,
Exchange and Transfer Global Securities" and, if different from those described
under such caption, any circumstances under which any such Global Security may
be exchanged in whole or in part for Debt Securities registered, and any
transfer of such Global Security in whole or in part may be registered, in the
names of Persons other than the Depositary for such Global Security or its
nominee; (xvi) any addition to or change in the Events of Default applicable to
any of such Debt Securities and any change in the right of the Trustee or the
Holders to declare the principal amount of any of such Debt Securities due and
payable; (xvii) any addition to or change in the covenants in the Indenture
described under "Certain Restrictive Covenants" applicable to any of such Debt
Securities; and (xviii) any other terms of such Debt Securities not inconsistent
with the provisions of the Indenture.
Debt Securities, including Original Issue Discount Securities, may be sold
at a substantial discount below their principal amount. Certain special United
States federal income tax considerations (if any) applicable to Debt Securities
sold at an original issue discount may be described in the applicable Prospectus
Supplement. In addition, certain special United States federal income tax or
other considerations (if any) applicable to any Debt Securities which are
denominated in a currency or currency unit other than United States dollars may
be described in the applicable Prospectus Supplement.
FORM, EXCHANGE AND TRANSFER
The Debt Securities of each series will be issuable only in fully
registered form, without coupons, and, unless otherwise specified in the
applicable Prospectus Supplement, only in denominations of $1,000 and integral
multiples thereof.
At the option of the Holder, subject to the terms of the Indenture and the
limitations applicable to Global Securities, Debt Securities of each series will
be exchangeable for other Debt
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Securities of the same series of any authorized denomination and of a like tenor
and aggregate principal amount.
Subject to the term of the Indenture and the limitations applicable to
Global Securities, Debt Securities may be presented for exchange as provided
above or for registration of transfer (duly endorsed or with the form of
transfer endorsed thereon duly executed) at the office of the Security Registrar
or at the office of any transfer agent designated by Carpenter for such purpose.
No service charge will be made for any registration of transfer or exchange of
Debt Securities, but Carpenter may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. Such
transfer or exchange will be effected upon the Security Registrar or such
transfer agent, as the case may be, being satisfied with the documents of title
and identity of the person making the request. Carpenter has appointed the
Trustee as Security Registrar. Any transfer agent (in addition to the Security
Registrar) initially designated by Carpenter for any Debt Securities will be
named in the applicable Prospectus Supplement. Carpenter may at any time
designate additional transfer agents or rescind the designation of any transfer
agent or approve a change in the office through which any transfer agent acts,
except that Carpenter will be required to maintain a transfer agent in each
Place of Payment for the Debt Securities of each series.
If the Debt Securities of any series (or of any series and specified terms)
are to be redeemed in part, Carpenter will not be required to (i) issue,
register the transfer of or exchange any Security of that series (or of that
series and specified terms, as the case may be) during a period beginning at the
opening of business 15 days before the day of mailing of a notice of redemption
of any such Security that may be selected for redemption and ending at the close
of business on the day of such mailing or (ii) register the transfer of or
exchange any Security so selected for redemption, in whole or in part, except
the unredeemed portion of any such Security being redeemed in part.
GLOBAL SECURITIES
Some or all of the Debt Securities of any series may be represented, in
whole or in part, by one or more Global Securities which will have an aggregate
principal amount equal to that of the Debt Securities represented thereby. Each
Global Security will be registered in the name of a Depositary or a nominee
thereof identified in the applicable Prospectus Supplement, will be deposited
with such Depositary or nominee or a custodian therefor and will bear a legend
regarding the restrictions on exchanges and registration of transfer thereof
referred to below and any such other matters as may be provided for pursuant to
the Indenture.
Notwithstanding any provision of the Indenture or any Security described
herein, no Global Security may be exchanged in whole or in part for Debt
Securities registered, and no transfer of a Global Security in whole or in part
may be registered, in the name of any Person other than the Depositary for such
Global Security or any nominee of such Depositary unless (i) the Depositary has
notified Carpenter that it is unwilling or unable to continue as Depositary for
such Global Security or has ceased to be qualified to act as such as required by
the Indenture, (ii) there shall have occurred and be continuing an Event of
Default with respect to the Debt Securities represented by such Global Security
or (iii) there shall exist such circumstances, if any,
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in addition to or in lieu of those described above as may be described in the
applicable Prospectus Supplement. All securities issued in exchange for a Global
Security or any portion thereof will be registered in such names as the
Depositary may direct.
As long as the Depositary, or its nominee, is the registered Holder of a
Global Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner and Holder of such Global Security and the Debt
Securities represented thereby for all purposes under the Debt Securities and
the Indenture. Except in the limited circumstances referred to above, owners of
beneficial interests in a Global Security will not be entitled to have such
Global Security or any Debt Securities represented thereby registered in their
names, will not receive or be entitled to receive physical delivery of
certificated Debt Securities in exchange therefor and will not be considered to
be the owners or Holders of such Global Security or any Debt Securities
represented thereby for any purpose under the Debt Securities or the Indenture.
All payments of principal of and any premium and interest on a Global Security
will be made to the Depositary or its nominee, as the case may be, as the Holder
thereof. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. These
laws may impair the ability to transfer beneficial interests in a Global
Security.
Ownership of beneficial interests in a Global Security will be limited to
institutions that have accounts with the Depositary or its nominee
("participants") and to persons that may hold beneficial interests through
participants. In connection with the issuance of any Global Security, the
Depositary will credit, on its bookentry registration and transfer system, the
respective principal amounts of Debt Securities represented by the Global
Security to the accounts of its participants. Ownership of beneficial interests
in a Global Security will be shown only on, and the transfer of those ownership
interests will be effected only through, records maintained by the Depositary
(with respect to participants' interests) or any such participant (with respect
to interests of persons held by such participants on their behalf). Payments,
transfers, exchanges and other matters relating to beneficial interests in a
Global Security may be subject to various policies and procedures adopted by the
Depositary from time to time. None of Carpenter, the Trustee or any agent of
Carpenter or the Trustee will have any responsibility or liability for any
aspect of the Depositary's or any participant's records relating to, or for
payments made on account of, beneficial interests in a Global Security, or for
maintaining, supervising or reviewing any records relating to such beneficial
interests.
Secondary trading in notes and debentures of corporate issuers is generally
settled in clearing-house or next-day funds. In contrast, beneficial interests
in a Global Security, in some cases, may trade in the Depositary's same-day
funds settlement system, in which secondary market trading activity in those
beneficial interests would be required by the Depositary to settle in
immediately available funds. There is no assurance as to the effect, if any,
that settlement in immediately available funds would have on trading activity in
such beneficial interests. Also, settlement for purchases of beneficial
interests in a Global Security upon the original issuance thereof may be
required to be made in immediately available funds.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of interest on a Security on any Interest Payment Date will be made to the
Person in whose name such Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest.
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Unless otherwise indicated in the applicable Prospectus Supplement,
principal of and any premium and interest on the Debt Securities of a particular
series will be payable at the office of such Paying Agent or Paying Agents as
Carpenter may designate for such purpose from time to time, except that at the
option of Carpenter payment of any interest may be made by check mailed to the
address of the Person entitled thereto as such address appears in the Security
Register. Unless otherwise indicated in the applicable Prospectus Supplement,
First Trust of New York, National Association will be designated as Carpenter's
sole Paying Agent for payments with respect to Debt Securities of each series.
Any other Paying Agents initially designated by Carpenter for the Debt
Securities of a particular series will be named in the applicable Prospectus
Supplement. Carpenter may at any time designate additional Paying Agents or
rescind the designation of any Paying Agent or approve a change in the office
through which any Paying Agent acts, except that Carpenter will be required to
maintain a Paying Agent in each Place of Payment for the Debt Securities of a
particular series.
All moneys paid by Carpenter to a Paying Agent for the payment of the
principal of or any premium or interest on any Security which remain unclaimed
at the end of two years after such principal premium or interest has become due
and payable will be repaid to Carpenter, and the Holder of such Security
thereafter may look only to Carpenter for payment thereof.
CERTAIN DEFINITIONS
"Attributable Debt" means, as to any particular lease under which any
person is at the time liable and at any date as of which the amount thereof is
to be determined, the total net amount of rent required to be paid by such
person under such lease during the remaining primary term thereof, discounted
from the respective due dates thereof to such date at the same rate per annum as
the rate of interest borne by the Outstanding Debt Securities, on a weighted
average basis. The net amount of rent required to be paid under any such lease
for any such period shall be the aggregate amount of the rent payable by the
lessee with respect to such period after excluding amounts required to be paid
on account of maintenance and repairs, insurance, taxes, assessments, water
rates and similar charges. In the case of any lease which is terminable by the
lessee upon the payment of a penalty, such net amount shall also include the
amount of such penalty, but no rent shall be considered as required to be paid
under such lease subsequent to the first date upon which it may be so
terminated.
"Capital Stock," as applied to the stock of any corporation, means the
capital stock of every class whether now or hereafter authorized, regardless of
whether such capital stock shall be limited to a fixed sum or percentage with
respect to the rights of the holders thereof to participate in dividends and in
the distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of such corporation.
"Consolidated Net Tangible Assets" means the aggregate amount of assets
(less applicable reserves and other properly deductible items) after deducting
therefrom (i) all liabilities other than (a) deferred income taxes, (b) Funded
Debt and (c) shareholders' equity (including all preferred stock whether or not
redeemable) and (ii) all goodwill, trade names, trademarks, patents,
organization expenses and other like intangibles, all as set forth on the most
recent balance sheet of Carpenter and its consolidated Subsidiaries and computed
in accordance with generally accepted accounting principles.
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"Funded Debt" means (i) all indebtedness for money borrowed having a
maturity of more than 12 months from the date as of which the determination is
made or having a maturity of 12 months or less but by its terms being renewable
or extendible beyond 12 months from such date at the option of the borrower and
(ii) rental obligations payable more than 12 months from such date under leases
which are capitalized in accordance with generally accepted accounting
principles (such rental obligations to be included as Funded Debt at the amount
so capitalized at the date of such computation and to be included for the
purposes of the definition of Consolidated Net Tangible Assets both as an asset
and as Funded Debt at the respective amounts so capitalized).
"Principal Property" means any manufacturing or processing plant or
warehouse owned at the date of the Indenture or thereafter acquired by Carpenter
or any Restricted Subsidiary of Carpenter which is located within the United
States of America and the gross book value (including related land and
improvements thereon and all machinery and equipment included therein without
deduction of any depreciation reserves) of which on the date as of which the
determination is being made exceeds 2% of Consolidated Net Tangible Assets,
other than (i) any property which in the opinion of Carpenter's Board of
Directors is not of material importance to the total business conducted by
Carpenter as an entirety or (ii) any portion of a particular property which is
similarly found not to be of material importance to the use or operation of such
property.
"Restricted Subsidiary" means a Subsidiary of Carpenter (i) substantially
all the property of which is located, or substantially all the business of which
is carried on, within the United States of America and (ii) which owns a
Principal Property.
"Subsidiary" means any corporation more than 50% of the outstanding voting
stock of which is owned or controlled, directly or indirectly, by (i) Carpenter,
(ii) Carpenter and one or more Subsidiaries or (iii) one or more Subsidiaries.
For the purposes of this definition, "voting stock" means stock which ordinarily
has voting power for the election of directors, whether at all times or only so
long as no senior class has such voting power by reason of any contingency.
"U.S. Government Obligation" means (x) any security which is (i) a direct
obligation of the United States of America for the payment of which the full
faith and credit of the United States of America is pledged or (ii) an
obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (y) any depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Debt Securities Act) as
custodian with respect to any U.S. Government Obligation which is specified in
Clause (x) above and held by such bank for the account of the holder of such
depositary receipt, or with respect to any such payment of principal of or
interest on any U.S. Government Obligation which is so specified and held,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of principal or interest evidenced
by such depositary receipt.
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CERTAIN COVENANTS OF CARPENTER
Restrictions on Secured Debt. If Carpenter or any Restricted Subsidiary
shall incur, issue, assume or guarantee any loans or notes, bonds, debentures or
other similar evidences of indebtedness for money borrowed ("Debt") secured by a
mortgage, pledge or lien ("Mortgage") on any Principal Property of Carpenter or
any Restricted Subsidiary, or on any shares of Capital Stock or Debt of any
Restricted Subsidiary, Carpenter will provide or cause such Restricted
Subsidiary to provide that the Debt Securities (together with, if Carpenter
shall so determine, any other Debt of Carpenter or such Restricted Subsidiary
then existing or thereafter created which is not subordinated to the Debt
Securities) be secured equally and ratably with (or, at Carpenter's option,
prior to) such secured Debt, unless the aggregate amount of all such secured
Debt, together with all Attributable Debt with respect to sale and leaseback
transactions involving Principal Properties (with the exception of such
transactions which are excluded as described in "Restrictions on Sales and
Leasebacks" below), would not exceed 5% of Consolidated Net Tangible Assets.
The above restrictions will not apply to, and there will be excluded from
secured Debt in any computation under such restriction, Debt secured by (i)
Mortgages on property of, or on any shares of Capital Stock of or Debt of, any
corporation existing at the time such corporation becomes a Restricted
Subsidiary, (ii) Mortgages in favor of Carpenter or a Restricted Subsidiary,
(iii) Mortgages in favor of governmental bodies to secure progress, advance or
other payments, (iv) Mortgages on property, shares of Capital Stock or Debt
existing at the time of acquisition thereof (including acquisition through
merger or consolidation) and purchase money and construction Mortgages which are
entered into within specified time limits, (v) Mortgages securing industrial
revenue or pollution control bonds and (vi) any extension, renewal or
replacement of any Mortgage referred to in the foregoing clauses (i) through (v)
inclusive.
Restrictions on Sales and Leasebacks. Neither Carpenter nor any Restricted
Subsidiary will enter into any sale and leaseback transaction involving any
Principal Property, unless the aggregate amount of all Attributable Debt with
respect to such transactions plus all Debt secured by Mortgages on Principal
Properties (with the exception of secured Debt which is excluded as described in
"Restrictions on Secured Debt" above) would not exceed 5% of Consolidated Net
Tangible Assets.
This restriction will not apply to, and there will be excluded from
Attributable Debt in any computation under such restriction, any sale and
leaseback transaction if (i) the lease is for a period, including renewal
rights, of not in excess of three years, (ii) the sale and leaseback transaction
of the Principal Property is made prior to, at the time of or within a specified
period after its acquisition or construction, (iii) the lease secures or relates
to industrial revenue or pollution control bonds, (iv) the transaction is
between Carpenter and a Restricted Subsidiary or between Restricted Subsidiaries
or (v) Carpenter or such Restricted Subsidiary within 180 days after the sale or
transfer applies an amount equal to the greater of the net proceeds of the sale
of the Principal Property leased pursuant to such arrangement or the fair market
value of the Principal Property so leased at the time of entering into such
arrangement to (a) the retirement of the Debt Securities or certain Funded Debt
of Carpenter or a Restricted Subsidiary or (b) the purchase of other property
which will constitute Principal Property having a fair market value, in the
opinion of Carpenter's Board of Directors, at least equal to the fair market
value of the Principal Property so leased. The amount to be applied to the
retirement of such Funded Debt of Carpenter or a Restricted Subsidiary shall be
reduced by (x) the principal amount of any Debt
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Securities (or other notes or debentures constituting such Funded Debt)
delivered within such 180-day period to the Trustee or other applicable trustee
for retirement and cancellation and (y) the principal amount of such Funded Debt
other than items referred to in the preceding clause (x), voluntarily retired by
Carpenter or a Restricted Subsidiary within 180 days after such sale, provided
that, notwithstanding the foregoing, no retirement referred to in this paragraph
may be effected by payment at maturity or pursuant to any mandatory sinking fund
payment or any mandatory prepayment provision.
Except as described in "Restrictions on Secured Debt" and "Restrictions on
Sales and Leasebacks," the Indenture will not contain any covenants or
provisions that may afford holders of the Debt Securities protection in the
event of a highly leveraged transaction.
SUCCESSOR COMPANY
The Indenture will provide that no consolidation or merger of Carpenter
with or into any other corporation and no conveyance, transfer or lease of its
properties and assets substantially as an entirety to any person may be made
unless (i) the person formed by or resulting from any such consolidation or
merger or which shall have received the transfer of such property and assets
shall be a corporation organized and existing under the laws of the United
States, any State thereof or the District of Columbia and shall expressly assume
by a supplemental indenture payment of the principal of, premium (if any) and
interest on the Debt Securities and the performance and observance of the
Indenture, (ii) immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default shall have occurred and be continuing and (iii) Carpenter
shall have delivered to the Trustee an Officers' Certificate and an Opinion of
Counsel, each stating that the consolidation, merger, conveyance, transfer or
lease, and if a supplemental indenture is required for such transaction, such
supplemental indenture, complies with the above requirements of the Indenture.
EVENTS OF DEFAULT
Each of the following will constitute an Event of Default under the
Indenture with respect to Debt Securities of any series: (a) failure to pay
principal of or any premium on any Security of that series when due; (b) failure
to pay any interest on any Debt Securities of that series when due, continued
for 30 days; (c) failure to deposit any sinking fund payment, when due, in
respect of any Security of that series; (d) failure to perform any other
covenant of Carpenter in the Indenture (other than a covenant included in the
Indenture solely for the benefit of a series other than that series), continued
for 60 days after written notice has been given by the Trustee, or the Holders
of at least 25% in principal amount of the Outstanding Debt Securities of that
series as provided in the Indenture; (e) certain defaults by Carpenter or any of
its Restricted Subsidiaries under any bond, debenture, note or other evidence of
indebtedness for money borrowed in excess of $3,000,000, under any capitalized
lease or under any mortgage, indenture or instrument, which default (i) consists
of a failure to pay any such indebtedness or liability upon its stated maturity
or (ii) results in such indebtedness or liability becoming or being declared due
and payable prior to the date on which it would otherwise have become due and
payable, and continuance thereof for 10 days after written notice has been given
by the Trustee, or the Holders of at least 25% in principal amount of the
Outstanding Debt Securities of that series, as provided in the Indenture; and
(f) certain events in bankruptcy, insolvency or reorganization.
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If an Event of Default (other than an Event of Default described in clause
(f) above) with respect to the Debt Securities of any series at the time
Outstanding shall occur and be continuing, either the Trustee or the Holders of
at least 25% in aggregate principal amount of the Outstanding Debt Securities of
that series by notice as provided in the Indenture may declare the principal
amount of the Debt Securities of that series (or, in the case of any Security
that is an Original Issue Discount Security or the principal amount of which is
not then determinable, such portion of the principal amount of such Security, or
such other amount in lieu of such principal amount, as may be specified in the
terms of such Security) to be due and payable immediately. If an Event of
Default described in clause (f) above with respect to the Debt Securities of any
series at the time Outstanding shall occur, the principal amount of all the Debt
Securities of that series (or, in the case of any such Original Issue Discount
Security or other Security, such specified amount) will automatically, and
without any action by the Trustee or any Holder, become immediately due and
payable. After any such acceleration, but before a judgment or decree based on
acceleration, the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of that series may, under certain circumstances,
rescind and annul such acceleration if all Events of Default, other than the
non-payment of accelerated principal (or other specified amount), have been
cured or waived as provided in the Indenture. For information as to waiver of
defaults, see "Modification and Waiver."
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders, unless such Holders
shall have offered to the Trustee reasonable indemnity. Subject to such
provisions for the indemnification of the Trustee, the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of any series will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Securities of that series.
No Holder of a Security of any series will have any right to institute any
proceeding with respect to the Indenture, or for the appointment of a receiver
or a trustee, or for any other remedy thereunder, unless (i) such Holder has
previously given to the Trustee written notice of a continuing Event of Default
with respect to the Debt Securities of that series, (ii) the Holders of at least
25% in aggregate principal amount of the Outstanding Debt Securities of that
series have made written request, and such Holder or Holders have offered
reasonable indemnity, to the Trustee to institute such proceeding as trustee and
(iii) the Trustee has failed to institute such proceeding, and has not received
from the Holders of a majority in aggregate principal amount of the Outstanding
Debt Securities of that series a direction inconsistent with such request,
within 60 days after such notice, request and offer. However, such limitations
do not apply to a suit instituted by a Holder of a Security for the enforcement
of payment of the principal of or any premium or interest on such Security on or
after the applicable due date specified in such Security.
Carpenter will be required to furnish to the Trustee annually a statement
by certain of its officers as to whether or not Carpenter, to its knowledge, is
in default in the performance or observance of any of the terms, provisions and
conditions of the Indenture and, if so, specifying all such known defaults.
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MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by Carpenter and
the Trustee with the consent of the Holders of a majority in aggregate principal
amount of the Outstanding Debt Securities of each series affected by such
modification or amendment; provided, however, that no such modification or
amendment may, without the consent of the Holder of each Outstanding Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, (b) reduce the
principal amount of, or any premium or interest on, any Security, (c) reduce the
amount of principal of an Original Issue Discount Security or any other Security
payable upon acceleration of the Maturity thereof, (d) change the place or
currency of payment of principal of, or any premium or interest on, any
Security, (e) impair the right to institute suit for the enforcement of any
payment on or with respect to any Security, (f) reduce the percentage in
principal amount of Outstanding Debt Securities of any series, the consent of
whose Holders is required for modification or amendment of the Indenture, (g)
reduce the percentage in principal amount of Outstanding Debt Securities of any
series necessary for waiver of compliance with certain provisions of the
Indenture or for waiver of certain defaults or (h) modify such provisions with
respect to modification and waiver.
The Holders of a majority in principal amount of the Outstanding Debt
Securities of any series may waive compliance by Carpenter with certain
restrictive provisions of the Indenture. The Holders of a majority in principal
amount of the Outstanding Debt Securities of any series may waive any past
default under the Indenture, except a default in the payment of principal,
premium or interest and certain covenants and provisions of the Indenture which
cannot be amended without the consent of the Holder of each Outstanding Security
of such series affected.
The Indenture provides that in determining whether the Holders of the
requisite principal amount of the Outstanding Debt Securities have given or
taken any direction, notice, consent, waiver or other action under the Indenture
as of any date, (i) the principal amount of an Original Issue Discount Security
that will be deemed to be Outstanding will be the amount of the principal
thereof that would be due and payable as of such date upon acceleration of the
Maturity thereof to such date, (ii) if, as of such date, the principal amount
payable at the Stated Maturity of a Security is not determinable (for example,
because it is based on an index), the principal amount of such Security deemed
to be Outstanding as of such date will be an amount determined in the manner
prescribed for such Security and (iii) the principal amount of a Security
denominated in one or more foreign currencies or currency units that will be
deemed to be Outstanding will be the U.S. dollar equivalent, determined as of
such date in the manner prescribed for such Security, of the principal amount of
such Security (or, in the case of a Security described in clause (i) or (ii)
above, of the amount described in such clause). Certain Debt Securities,
including those for whose payment or redemption money has been deposited or set
aside in trust for the Holders and those that have been fully defeased pursuant
to Section 1302 of the Indenture, will not be deemed to be Outstanding.
Except in certain limited circumstances, Carpenter will be entitled to set
any day as a record date for the purpose of determining the Holders of
Outstanding Debt Securities of any series entitled to give or take any
direction, notice, consent, waiver or other action under the Indenture, in the
manner and subject to the limitations provided in the Indenture. In certain
limited circumstances, the Trustee also will be entitled to set a record date
for action by Holders. If a record date is set for any action to be taken by
Holders of a particular series such action may be taken only by persons who are
Holders of Outstanding Debt Securities of that series on the
19
<PAGE>
record date. To be effective, such action must be taken by Holders of the
requisite principal amount of such Debt Securities within a specified period
following the record date. For any particular record date, this period will be
180 days or such shorter period as may be specified by Carpenter (or the
Trustee, if it set the record date), and may be shortened or lengthened (but not
beyond 180 days) from time to time.
DEFEASANCE AND COVENANT DEFEASANCE
If and to the extent indicated in the applicable Prospectus Supplement,
Carpenter may elect, at its option at any time, to have the provisions of
Section 1302 of the Indenture, relating to defeasance and discharge of
indebtedness, or Section 1303 of the Indenture, relating to defeasance of
certain restrictive covenants in the Indenture, applied to the Debt Securities
of any series, or to any specified part of a series.
Defeasance and Discharge. The Indenture provides that, upon Carpenter's
exercise of its option (if any) to have Section 1302 of the Indenture apply to
any Debt Securities, Carpenter will be discharged from all its obligations with
respect to such Debt Securities (except for certain obligations to exchange or
register the transfer of Debt Securities, to replace stolen, lost or mutilated
Debt Securities, to maintain paying agencies and to hold moneys for payment in
trust) upon the deposit in trust for the benefit of the Holders of such Debt
Securities of money or U.S. Government Obligations, or both, which, through the
payment of principal and interest in respect thereof in accordance with their
terms, will provide money in an amount sufficient to pay the principal of and
any premium and interest on such Debt Securities on the respective Stated
Maturities in accordance with the terms of the Indenture and such Debt
Securities. Such defeasance or discharge may occur only if, among other things,
Carpenter has delivered to the Trustee an Opinion of Counsel to the effect that
Carpenter has received from, or there has been published by, the United States
Internal Revenue Service a ruling, or there has been a change in tax law, in
either case to the effect that Holders of such Debt Securities will not
recognize gain or loss for federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to federal income tax on
the same amount, in the same manner and at the same times as would have been the
case if such deposit, defeasance and discharge were not to occur.
Defeasance of Certain Covenants. The Indenture provides that, upon
Carpenter's exercise of its option (if any) to have Section 1303 of the
Indenture apply to any Debt Securities, Carpenter may omit to comply with
certain restrictive covenants, including those described under "Certain
Covenants of Carpenter," any that may be described in the applicable Prospectus
Supplement, and the occurrence of certain Events of Default, which are described
above in clause (d) (with respect to such restrictive covenants) and clause (e)
under "Events of Default" and any that may be described in the applicable
Prospectus Supplement, will be deemed not to be or result in an Event of
Default, in each case with respect to such Debt Securities. Carpenter, in order
to exercise such option, will be required to deposit, in trust for the benefit
of the Holders of such Debt Securities, money or U.S. Government Obligations, or
both, which, through the payment of principal and interest in respect thereof in
accordance with their terms, will provide money in an amount sufficient to pay
the principal of and any premium and interest on such Debt Securities on the
respective Stated Maturities in accordance with the terms of the Indenture and
such Debt Securities. Carpenter will also be required, among other things, to
deliver to the Trustee an Opinion of Counsel to the effect that Holders of such
Debt Securities will not recognize gain or loss for federal income tax purposes
as a result of such deposit and defeasance of certain obligations and will be
subject to federal income tax on the same amount, in the same
20
<PAGE>
manner and at the same times as would have been the case if such deposit and
defeasance were not to occur. In the event Carpenter exercised this option with
respect to any Debt Securities and such Debt Securities were declared due and
payable because of the occurrence of any Event of Default, the amount of money
and U.S. Government Obligations so deposited in trust would be sufficient to pay
amounts due on such Debt Securities at the time of their respective Stated
Maturities but may not be sufficient to pay amounts due on such Debt Securities
upon any acceleration resulting from such Event of Default. In such case,
Carpenter would remain liable for such payments.
NOTICES
Notices to Holders of Debt Securities will be given by mail to the
addresses of such Holders as they may appear in the Security Register.
TITLE
Carpenter, the Trustee and any agent of Carpenter or the Trustee may treat
the Person in whose name a Debt Security is registered as the absolute owner
thereof (whether or not such Debt Security may be overdue) for the purpose of
making payment and for all other purposes.
GOVERNING LAW
The Indenture and the Debt Securities will be governed by, and construed in
accordance with, the law of the State of New York.
REGARDING THE TRUSTEE
First Trust of New York, National Association is the successor Trustee
under the Indenture. First Trust of New York, National Association also acts as
the successor trustee under the Indenture for Carpenter's 9% Debentures due 2022
(the "9% Indenture").
Upon the occurrence of an Event of Default, or any event of default under
the 9% Indenture, the Trustee may be deemed to have a conflicting interest with
respect to the Debt Securities for purposes of the Trust Indenture Act of 1939,
as amended, and, accordingly, may be required to resign as Trustee under the
Indenture.
21
<PAGE>
PLAN OF DISTRIBUTION
Carpenter may sell the Offered Securities being offered hereby: (i)
directly to purchasers; (ii) through agents; (iii) through dealers; (iv) through
underwriters; or (v) through a combination of any such methods of sale.
The distribution of the Offered Securities may be effected from time to
time in one or more transactions either: (i) at a fixed price or prices, which
may be changed; (ii) at market prices prevailing at the time of sale; (iii) at
prices related to such prevailing market prices; or (iv) at negotiated prices.
Offers to purchase Offered Securities may be solicited directly by
Carpenter. Offers to purchase Offered Securities may also be solicited by
agents designated by Carpenter from time to time. Any such agent, who may be
deemed to be an "underwriter" as that term is defined in the Securities Act,
involved in the offer or sale of the Offered Securities in respect of which this
Prospectus is delivered will be named, and any commissions payable by Carpenter
to such agent will be set forth, in the Prospectus Supplement.
If a dealer is utilized in the sale of the Offered Securities in respect of
which this Prospectus is delivered, Carpenter will sell such Offered Securities
to the dealer, as principal. The dealer, who may be deemed to be an
"underwriter" as that term is defined in the Securities Act, may then resell
such Offered Securities to the public at varying prices to be determined by such
dealer at the time of resale.
If an underwriter is, or underwriters are, utilized in the sale, Carpenter
will execute an underwriting agreement with such underwriters at the time of
sale to them and the names of the underwriters will be set forth in the
Prospectus Supplement, which will be used by the underwriters to make resales of
the Offered Securities in respect of which this Prospectus is delivered to the
public. In connection with the sale of Offered Securities, such underwriters
may be deemed to have received compensation from Carpenter in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of Offered Securities for whom they may act as agents. Underwriters
may also sell Offered Securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act as
agents. Any underwriting compensation paid by Carpenter to underwriters in
connection with the offering of Offered Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable Prospectus Supplement.
Underwriters, dealers, agents and other persons may be entitled, under
agreements that may be entered into with Carpenter, to indemnification by
Carpenter against certain civil liabilities, including liabilities under the
Securities Act, or to contribution with respect to payments which they may be
required to make in respect thereof. Underwriters and agents may engage in
transactions with, or perform services for, Carpenter in the ordinary course of
business.
If so indicated in the applicable Prospectus Supplement, Carpenter will
authorize underwriters, dealers or other persons to solicit offers by certain
institutions to purchase Offered Securities pursuant to contracts providing for
payment and delivery on a future date or dates. Institutions with which such
contracts may be made include commercial and savings banks, insurance companies,
pension funds, investment companies, educational and charitable institutions
22
<PAGE>
and others. The obligations of any purchaser under any such contract will not
be subject to any conditions except that (a) the purchase of the Offered
Securities shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject and (b) if the Offered
Securities are also being sold to underwriters, Carpenter shall have sold to
such underwriters the Offered Securities not sold for delayed delivery. The
underwriters, dealers and such other persons will not have any responsibility in
respect to the validity or performance of such contracts. The Prospectus
Supplement relating to such contracts will set forth the price to be paid for
Offered Securities pursuant to such contracts, the commissions payable for
solicitation of such contracts and the date or dates in the future for delivery
of Offered Securities pursuant to such contracts.
The anticipated date of delivery of the Offered Securities will be set
forth in the applicable Prospectus Supplement relating to each offer.
LEGAL MATTERS
The validity of the Offered Securities will be passed upon for Carpenter by
Dechert Price & Rhoads, Philadelphia, Pennsylvania. Unless otherwise indicated
in the Prospectus Supplement, if the Offered Securities are being distributed in
an underwritten offering or through agents, Cahill Gordon & Reindel (a
partnership including a professional corporation), New York, New York, will act
as counsel for such underwriters or agents.
EXPERTS
The consolidated financial statements and related consolidated financial
statement schedule of Carpenter, included in Carpenter'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 L.L.P., 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 Carpenter'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.
The financial statements of Talley Industries, Inc. incorporated in this
Prospectus by reference to the audited historical financial statements included
in Carpenter's Form 8-K/A dated January 22, 1998, 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.
23
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below is an estimate of the fees and expenses, other than
underwriting discounts and commissions, payable or reimbursable by Carpenter in
connection with the issuance and distribution of the Offered Securities.
<TABLE>
<CAPTION>
<S> <C>
Filing Fee for Registration Statement........... $103,250
Legal fees and expenses......................... 200,000
Accounting fees and expenses.................... 125,000
Transfer Agent and Registrar fees and expenses.. 25,000
Printing........................................ 200,000
Miscellaneous................................... 50,000
--------
Total......................................... $703,250
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 7(a) of the registrant's Restated Certificate of Incorporation,
Exhibit 4(a) to this Registration Statement, 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 "DGCL"). 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 any 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 DGCL (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 Bylaws, Exhibit 4(b) to this Registration
Statement, provide for indemnification of directors, officers, employees and
agents to the fullest extent permitted by Section 145 of the DGCL. Section 145
provides that a corporation may indemnify any persons, including officers and
directors, who are, or 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 corporation or other enterprise. The indemnity
may include expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred 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 interests of the corporation, and
had no reasonable cause to believe his/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
II-1
<PAGE>
indemnify that person against expenses actually and reasonably incurred under
the registrant's Bylaws. Under the registrant's Bylaws, 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 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 being
or having been a director or officer of the registrant. The policy may be
cancelled 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 directors and
certain of its executive officers 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 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 in settlement). However, the
indemnitee is not entitled to indemnify 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
agreements, any other agreement, Certificate of Incorporation or Bylaw 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.
II-2
<PAGE>
ITEM 16. EXHIBITS
(*)1 Form of Underwriting Agreement.
3(a) Restated Certificate of Incorporation of registrant as amended and
restated to date (incorporated by reference to Exhibit 3A to
registrant's 1987 Annual Report on Form 10-K).
3(b) Bylaws of registrant as amended to date (incorporated by reference to
Exhibit 3 to registrant's Quarterly Report on Form 10-Q for the three
month period ended December 31, 1996.)
4 Indenture for Debt Securities (incorporated by reference to Exhibit
4(c) to registrant's Form S-3 filed January 6, 1994).
(*)5 Opinion of Dechert Price & Rhoads.
12 Computation of Ratios of Earnings to Fixed Charges.
23(a) Consent of Dechert Price & Rhoads (contained in opinion filed as
Exhibit 5 to this Registration Statement).
23(b) Consent of Coopers & Lybrand L.L.P.
23(c) Consents of Price Waterhouse LLP.
24 Powers of Attorney.
(*)25 Statement of Eligibility on Form T-1 of First Trust of New York,
National Association, as Trustee.
(*) To be filed by amendment or Form 8-K.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; not
previously disclosed in the Registration Statement or any
material change to such information in the Registration
Statement;
II-3
<PAGE>
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed 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
that 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of Carpenter'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 this 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of Carpenter pursuant to the foregoing provisions or otherwise,
Carpenter has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by Carpenter of expenses incurred or paid by a
director, officer or controlling person of Carpenter in the successful
defence of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, Carpenter will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
(d) The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act ("TIA") in
accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the TIA.
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,
II-4
<PAGE>
thereunto duly authorized, in the City of Reading, Commonwealth of Pennsylvania,
on January 22, 1998.
CARPENTER TECHNOLOGY CORPORATION
By: *
_______________________________
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 by the following persons in the
capacities indicated on January 22, 1998:
Signature Capacity
--------- --------
*
___________________________
Robert W. Cardy Chairman of the Board,
President and Chief
Executive Officer
/s/ G. Walton Cottrell
___________________________
G. Walton Cottrell Senior Vice President Finance
and Chief Financial Officer
/s/ Edward B. Bruno
___________________________
Edward B. Bruno Controller
*
---------------------------
Marcus C. Bennett Director
*
---------------------------
William S. Dietrich II Director
*
---------------------------
C. McCollister Evarts, M.D. Director
*
---------------------------
J. Michael Fitzpatrick Director
II-5
<PAGE>
*
---------------------------
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 Director
* By: /s/ John R. Welty
___________________________________
John R. Welty,
Attorney in Fact,
Pursuant to Power of Attorney
II-6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
(*)1 Form of Underwriting Agreement
3(a) Restated Certificate of Incorporation of registrant as amended and
restated to date (incorporated by reference to Exhibit 3A to
registrant's 1987 Annual Report on Form 10-K).
3(b) Bylaws of registrant as amended to date (incorporated by reference to
Exhibit 3 to registrant's Quarterly Report on Form 10-Q for the three
month period ended December 31, 1996.
4 Indenture for Debt Securities (incorporated by reference to Exhibit
4(c) to registrant's Form S-3 filed January 6, 1994).
(*)5 Opinion of Dechert Price & Rhoads.
12 Computation of Ratios of Earnings to Fixed Charges.
23(a) Consent of Dechert Price & Rhoads (contained in opinion filed as
Exhibit 5 to this Registration Statement.
23(b) Consent of Coopers & Lybrand L.L.P.
23(c) Consents of Price Waterhouse LLP.
24 Powers of Attorney.
(*)25 Statement of Eligibility on Form T-1 of First Trust of New York,
National Association, as Trustee.
(*) To be filed by amendment or Form 8-K.
II-7
<PAGE>
Exhibit 12
CARPENTER TECHNOLOGY CORPORATION
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES -- UNAUDITED
FIVE YEARS ENDED JUNE 30, 1997 AND
THREE MONTHS ENDED SEPTEMBER 30, 1997
(dollars in thousands)
<TABLE>
<CAPTION>
Three
Months
Ended
9/30/97 1997 1996 1995 1994 1993
------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Fixed charges:
Interest costs (a) $ 6,378 $ 22,330 $ 19,275 $17,797 $19,651 $21,759
Interest component of non-
capitalized lease rental
expense (b) 630 2,419 2,074 2,452 2,522 2,532
------- -------- -------- ------- ------- -------
Total fixed charges $ 7,008 $ 24,749 $ 21,349 $20,249 $22,173 $24,291
======= ======== ======== ======= ======= =======
Earnings as defined:
Income before income
taxes, extraordinary charge
and cumulative effect of
changes in accounting
principles $27,941 $ 97,871 $ 95,170 $74,571 $62,728 $42,799
Add: Loss in less-than-
fifty-percent-owned persons 296 1,188 7,025 3,000 910 -
Less: Gain on sale of
partial interest in less-
than-fifty-percent-owned - - (2,650) - - -
persons
Fixed charges less interest
capitalized 6,478 22,349 21,009 16,994 18,043 23,126
Amortization of capitalized
interest 482 1,879 2,074 1,952 1,788 1,725
------- -------- -------- ------- ------- -------
Earnings as defined $35,197 $123,287 $122,628 $96,517 $83,469 $67,650
======= ======== ======== ======= ======= =======
Ratio of earnings to fixed
charges 5.0x 5.0x 5.7x 4.8x 3.8x 2.8x
======= ======== ======== ======= ======= =======
</TABLE>
(a) Includes interest capitalized relating to significant construction projects
and amortization of debt discount and debt expense.
(b) One-third of rental expense which approximates the interest component of
non-capitalized leases.
1
<PAGE>
Exhibit 23(b)
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 L.L.P.
------------------------
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
January 19, 1998
<PAGE>
Exhibit 23(c)
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
January 19, 1998
<PAGE>
Exhibit 23(c)
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 February 17, 1997, relating to the
financial statements of Talley Industries, Inc., which appears in the Current
Report on Form 8-K/A of Carpenter Technology Corporation dated January 22, 1998.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP
Phoenix, Arizona
January 21, 1998
<PAGE>
Exhibit 24
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 from time to time of shares of Common Stock
and debt securities of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") with
an aggregate offering price of up to $350,000,000 or such other amount as may
hereafter be approved by the Board of Directors of the Corporation; 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 20th day of January, 1998.
/s/ Marcus C. Bennett
------------------------------
Marcus C. Bennett
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 from time to time of shares of Common Stock
and debt securities of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") with
an aggregate offering price of up to $350,000,000 or such other amount as may
hereafter be approved by the Board of Directors of the Corporation; 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 20th day of January, 1998.
/s/ Robert W. Cardy
------------------------------
Robert W. Cardy
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 from time to time of shares of Common Stock
and debt securities of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") with
an aggregate offering price of up to $350,000,000 or such other amount as may
hereafter be approved by the Board of Directors of the Corporation; 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 20th day of January, 1998.
/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 from time to time of shares of Common Stock
and debt securities of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") with
an aggregate offering price of up to $350,000,000 or such other amount as may
hereafter be approved by the Board of Directors of the Corporation; 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 20th day of January, 1998.
/s/ C. McCollister Evarts, M.D.
-------------------------------
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 from time to time of shares of Common Stock
and debt securities of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") with
an aggregate offering price of up to $350,000,000 or such other amount as may
hereafter be approved by the Board of Directors of the Corporation; 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 20th day of January, 1998.
/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 from time to time of shares of Common Stock
and debt securities of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") with
an aggregate offering price of up to $350,000,000 or such other amount as may
hereafter be approved by the Board of Directors of the Corporation; 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 20th day of January, 1998.
/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 from time to time of shares of Common Stock
and debt securities of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") with
an aggregate offering price of up to $350,000,000 or such other amount as may
hereafter be approved by the Board of Directors of the Corporation; 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 20th day of January, 1998.
/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 from time to time of shares of Common Stock
and debt securities of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") with
an aggregate offering price of up to $350,000,000 or such other amount as may
hereafter be approved by the Board of Directors of the Corporation; 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 20th day of January, 1998.
/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 from time to time of shares of Common Stock
and debt securities of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") with
an aggregate offering price of up to $350,000,000 or such other amount as may
hereafter be approved by the Board of Directors of the Corporation; 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 20th day of January, 1998.
/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 from time to time of shares of Common Stock
and debt securities of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") with
an aggregate offering price of up to $350,000,000 or such other amount as may
hereafter be approved by the Board of Directors of the Corporation; 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 20th day of January, 1998.
/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 from time to time of shares of Common Stock
and debt securities of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") with
an aggregate offering price of up to $350,000,000 or such other amount as may
hereafter be approved by the Board of Directors of the Corporation; 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 20th day of January, 1998.
/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 from time to time of shares of Common Stock
and debt securities of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") with
an aggregate offering price of up to $350,000,000 or such other amount as may
hereafter be approved by the Board of Directors of the Corporation; 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 20th day of January, 1998.
/s/ Kenneth L. Wolfe
------------------------------
Kenneth L. Wolfe
Director
Carpenter Technology Corporation
