As filed with the Securities and Exchange Commission on May 29, 1998
File No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------
FORM S-8
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 of (I.R.S. Employer Identification No.)
incorporation or organization)
101 West Bern Street
Reading, Pennsylvania 19601
(Address of principal executive offices) (Zip Code)
RETIREMENT PLAN OF TALLEY METALS TECHNOLOGY, INC.
(Full title of the plan)
-------------------------------------------------
John R. Welty
Vice President, General Counsel and Secretary
Carpenter Technology Corporation
101 West Bern Street
Reading, Pennsylvania 19601
(Name and address of agent for service)
(610) 208-2000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee
registered price per offering
share (1) price (1)
- -------------------------------------------------------------------------
Common Stock, 40,000
par value shares (2) $ 51.75 $2,070,000 $610.65
$5 per share ---------- ---------- --------
(1) Estimated solely for the purpose of computing the registration fee in
accordance with paragraphs (c) and (h) of Rule 457 under the Securities
Act of 1933 on the basis of the average of the high and low prices of
the Common Stock of $52.375 and $51.125 respectively, as reported on the
------ ------
New York Stock Exchange-Composite Transactions Tape on May 26, 1998.
--
(2) Also registered hereby are such additional indeterminate number of shares
of Common Stock of Carpenter Technology Corporation or other securities as
may become issuable upon exercise of purchase rights or otherwise by reason
of adjustments pursuant to the anti-dilution provisions of the Plan.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
------- --------------------------------------------------
Item 3. Incorporation of Documents by Reference.
- ------ ---------------------------------------
The following documents filed with the Commission by the
registrant pursuant to the requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") are incorporated
hereby by reference:
(a) Annual Report on Form 10-K for the year ended June
30, 1997;
(b) (i) Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1997, December 31, 1997 and
March 31, 1998; (ii)Current Report on Form 8-K
filed on March 27, 1997, as amended by Amendment
No. 1 thereto on Form 8-K/A filed on May 13, 1997;
(iii) Current Report on Form 8-K filed on September
30, 1997; (iv) Current Report on Form 8-K filed on
December 15, 1997, as amended by Amendment No. 1
thereto on Form 8-K/A filed on January 22, 1998 and
as further amended by Amendment No. 2 thereto on
Form 8-K/A filed on February 12, 1998; (v) Current
Report on Form 8-K filed on February 26, 1998; (vi)
Current Report on Form 8-K filed on March 16, 1998,
as amended by Amendment No. 1 thereto on Form 8-K/A
filed on March 19, 1998; and
(c) Description of the registrant's Common Stock
contained in the registrant's Registration
Statement on Form 8-A, as the same has been and may
be amended.
In addition, all documents subsequently filed by the
registrant with the Commission pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, prior to the filing with the
Commission of a post-effective amendment which (i) indicates that
all securities registered hereby have been sold or (ii) effects the
deregistration of the balance of such securities then remaining
unsold shall be deemed to be incorporated herein by reference and
to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
- ------ -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- ------ -----------------------------------------
Article 7(a) of the registrant's Restated Certificate of
Incorporation provides for the elimination of liability of
directors to the fullest extent permitted by Section 102(b)(7) of
the Delaware General Corporation Law (the "GCL"). Section
102(b)(7) allows a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the
personal liability of a director for violations of the director's
fiduciary duty, except (i) for 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 GCL
(providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions), or (iv) for
any transaction from which the director derived an improper
personal benefit.
Article 7(b) of the registrant's Restated Certificate of
Incorporation and Article 6.4 of the registrant's By-Laws provide
for indemnification of directors, officers, employees and agents to
the fullest extent permitted by Section 145 of the GCL. Section
145 provides that a corporation may indemnify any persons,
including officers and directors, who are, 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 the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another 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.
Section 145 of the GCL further provides that a
corporation may indemnify officers and directors in actions by or
in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if
the person is adjudged to be liable to the corporation. Where an
officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must
indemnify that person against expenses actually and reasonably
incurred. Under the registrant's By-Laws, for indemnification
purposes, an employee or agent shall be deemed to have acted in
good faith only if his or her actions were within the scope of
employment as defined by an agreement with the registrant or the
rules and regulations established by the registrant or an
authorized officer thereof.
The registrant has in effect a directors and officers
liability insurance policy which, with certain general and specific
exclusions, indemnifies each person who was, is or may hereafter be
a director or officer of the registrant and such person's heirs and
assigns, against any payment by an insured (except fines and
penalties) in respect of any legal liability, whether actual or
asserted, arising from any claim made against an insured by reason
of any breach of duty, neglect, error, misstatement, misleading
statement, omission or other act done or wrongfully attempted by
the insured, in his 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 canceled by the insurer upon 60 days' written notice to the
registrant. To the extent that such insurance covers liabilities
arising under the Securities Act of 1933, no waivers or
undertakings are made by the registrant with respect thereto,
except as set forth in Item 9 of this Registration Statement.
The registrant is a party to indemnity agreements with
its officers and directors which provide indemnification to the
fullest extent permitted by law in the event the indemnitee is or
becomes a party to or witness or other participant in, or is
threatened to be made a party to or witness or other participant in
any threatened, pending or completed action, suit or proceeding, or
any inquiry or investigation, whether instituted by the registrant
or any other party, that the indemnitee in good faith believes
might lead to the institution of any such action, suit or
proceeding, whether civil, criminal, administrative, investigative
or other by reason of (or arising in part out of) any event or
occurrence related to the fact that such person is or was a
director, officer, employee, agent or fiduciary of the registrant,
or is or was serving at the request of the registrant as a
director, officer, employee, trustee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan,
trust or other enterprise, or by reason of anything done or not
done by the indemnitee in any such capacity. The indemnification
includes any and all expenses (including attorneys' fees),
judgments, fines, penalties and amounts paid in settlement
(including all interest, assessments and other charges paid or
payable in connection with or in respect of such expenses,
judgments, fines, penalties or amounts paid in settlement).
However, the indemnitee is not entitled to indemnity payments or
expense advances in connection with any threatened, pending or
completed action, suit or proceeding, or any inquiry or
investigation initiated by the indemnitee unless the Board of
Directors of the registrant has authorized or consented to the
initiation of such claim. In the event of a Change in Control (as
defined in such agreements) that has not been approved by a
majority of the registrant's Board of Directors who were directors
immediately prior to such Change in Control, then with respect to
all matters thereafter arising concerning the rights of the
indemnitee to indemnity payments and expense advances under the
indemnification agreements, any other agreement, Certificate of
Incorporation or By-Law provision in effect, the registrant is
required to seek legal advice from independent legal counsel
selected by the indemnitee and approved by the registrant (which
approval shall not be unreasonably withheld) which legal advice
includes the rendering of an opinion to the registrant and
indemnitee as to whether and to what extent the indemnitee would be
permitted to be indemnified under applicable law.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
Not applicable.
Item 8. Exhibits.
- ------ --------
Reference is made to the Exhibit Index which appears at
page 10 of this Registration Statement for a detailed list of the
exhibits filed as a part hereof.
In lieu of an opinion of counsel concerning compliance
with the requirements of ERISA and in lieu of a determination
letter from the Internal Revenue Service ("IRS") stating that the
Plan is qualified under Section 401 of the Internal Revenue Code of
1986, as amended, the Registrant hereby undertakes to submit the
Plan and any amendment thereto to the IRS in a timely manner and to
make all changes required by the IRS in order to qualify the Plan.
<PAGE>
Item 9. 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;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i)
-------- -------
and (a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed 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 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 the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described in Item 6 hereof, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Reading, Pennsylvania, on May 29, 1998.
--
CARPENTER TECHNOLOGY CORPORATION
By: /s/Robert W. Cardy
----------------------------
Robert W. Cardy
Chairman of the Board,
President & Chief Executive
Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by or on
behalf of the following persons in the capacities indicated on May
29, 1998.
- --
Signature Title
--------- -----
/s/Robert W. Cardy
- ---------------------------- Chairman of the Board, President
Robert W. Cardy & Chief Executive Officer
/s/G. Walton Cottrell
- ---------------------------- Senior Vice President-Finance
G. Walton Cottrell & Chief Financial Officer
/s/Edward B. Bruno
- ---------------------------- Controller
Edward B. Bruno
<PAGE>
- ----------------------------
Marcus C. Bennett Director
- ----------------------------
*William S. Dietrich II Director
- ----------------------------
C. McCollister Evarts, M.D. Director
- ---------------------------
J. Michael Fitzpatrick Director
- ----------------------------
*William J. Hudson, Jr. Director
- ----------------------------
*Edward W. Kay Director
- ----------------------------
*Robert J. Lawless Director
- ----------------------------
*Marlin Miller, Jr. Director
- ----------------------------
*Peter C. Rossin Director
- ----------------------------
*Kathryn C. Turner Director
- ----------------------------
*Kenneth L. Wolfe Director
*By: /s/G. Walton Cottrell
---------------------
G. Walton Cottrell,
Attorney-in-Fact,
Pursuant to Power of Attorney
<PAGE>
EXHIBIT INDEX
-------------
Sequential
Numbering
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- -----------
4.01 Restated Certificate of Incorporation
is incorporated by reference to Exhibit
3A to registrant's Annual Report on
Form 10-K for the year ended June 30,
1987, filed under Securities Exchange
Act of 1934.
4.02 By-Laws amended as of December 5, 1996
are incorporated by reference to Exhibit
3 of registrant's Quarterly Report on
Form 10-Q for the three month period
ended December 31, 1996, filed under
Securities Exchange Act of 1934, as
amended.
4.03 Rights Agreement relating to Rights
distributed to holders of Carpenter
Stock, amended as of April 23, 1996
is incorporated by reference to
registrant's Current Report on Form
8-K filed on May 3, 1996 under
Securities Exchange Act of 1934, as
amended.
23.01 Consent of Coopers & Lybrand L.L.P.
23.02 Consents of Price Waterhouse LLP
<PAGE>
Sequential
Numbering
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- ----------
24.01 Powers of Attorney executed by
certain directors of registrant,
authorizing execution of Registration
Statement on each such director's
respective behalf by persons
designated therein.
<PAGE>
Exhibit 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 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 Carpenter Technology Corporation's Annual Report on
Form 10-K for the fiscal year ended June 30, 1997.
/s/Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
May 27, 1998
--
<PAGE>
Exhibit 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 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.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Pittsburgh, Pennsylvania
May 27, 1998
--
<PAGE>
Exhibit 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Carpenter Technology Corporation of our
report dated February 17, 1997, except as to the notes titled
"Significant Accounting Policies-Basis of Presentation,"
"Discontinued Operations" and "Segment Operations" which are as of
February 3, 1998, 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 February 12, 1998.
/s/ Price Waterhouse LLP
Phoenix, Arizona
May 27, 1998
--
<PAGE>
Exhibit 24.01
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert W.
Cardy, G. Walton Cottrell and John R. Welty, and each of them, with
full power to act without the others, as the true and lawful
attorney-in-fact and agent of the undersigned, with full and
several power of substitution, to sign a registration statement or
registration statements to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended,
for the purpose of registering the offering of shares of Common
Stock of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") under
the terms and conditions of the Retirement Plan of Talley Metals
Technology, Inc. sponsored by Talley Metals Technology, Inc. in
which Talley Metals Technology, Inc. will be a participating
employer; to sign any and all amendments (including post-effective
amendments) to the 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 May 22, 1998.
--
/s/William S. Dietrich II
- -------------------------
William S. Dietrich II
<PAGE>
Exhibit 24.01
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert W.
Cardy, G. Walton Cottrell and John R. Welty, and each of them, with
full power to act without the others, as the true and lawful
attorney-in-fact and agent of the undersigned, with full and
several power of substitution, to sign a registration statement or
registration statements to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended,
for the purpose of registering the offering of shares of Common
Stock of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") under
the terms and conditions of the Retirement Plan of Talley Metals
Technology, Inc. sponsored by Talley Metals Technology, Inc. in
which Talley Metals Technology, Inc. will be a participating
employer; to sign any and all amendments (including post-effective
amendments) to the 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 May 22, 1998.
--
/s/William J. Hudson, Jr.
- -------------------------
William J. Hudson, Jr.
<PAGE>
Exhibit 24.01
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert W.
Cardy, G. Walton Cottrell and John R. Welty, and each of them, with
full power to act without the others, as the true and lawful
attorney-in-fact and agent of the undersigned, with full and
several power of substitution, to sign a registration statement or
registration statements to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended,
for the purpose of registering the offering of shares of Common
Stock of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") under
the terms and conditions of the Retirement Plan of Talley Metals
Technology, Inc. sponsored by Talley Metals Technology, Inc. in
which Talley Metals Technology, Inc. will be a participating
employer; to sign any and all amendments (including post-effective
amendments) to the 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 May 22, 1998.
--
/s/Edward W. Kay
- ----------------
Edward W. Kay
<PAGE>
Exhibit 24.01
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert W.
Cardy, G. Walton Cottrell and John R. Welty, and each of them, with
full power to act without the others, as the true and lawful
attorney-in-fact and agent of the undersigned, with full and
several power of substitution, to sign a registration statement or
registration statements to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended,
for the purpose of registering the offering of shares of Common
Stock of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") under
the terms and conditions of the Retirement Plan of Talley Metals
Technology, Inc. sponsored by Talley Metals Technology, Inc. in
which Talley Metals Technology, Inc. will be a participating
employer; to sign any and all amendments (including post-effective
amendments) to the 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 May 22, 1998.
--
/s/Robert J. Lawless
- --------------------
Robert J. Lawless
<PAGE>
Exhibit 24.01
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert W.
Cardy, G. Walton Cottrell and John R. Welty, and each of them, with
full power to act without the others, as the true and lawful
attorney-in-fact and agent of the undersigned, with full and
several power of substitution, to sign a registration statement or
registration statements to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended,
for the purpose of registering the offering of shares of Common
Stock of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") under
the terms and conditions of the Retirement Plan of Talley Metals
Technology, Inc. sponsored by Talley Metals Technology, Inc. in
which Talley Metals Technology, Inc. will be a participating
employer; to sign any and all amendments (including post-effective
amendments) to the 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 May 21, 1998.
--
/s/Marlin Miller, Jr.
- ---------------------
Marlin Miller, Jr.
<PAGE>
Exhibit 24.01
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert W.
Cardy, G. Walton Cottrell and John R. Welty, and each of them, with
full power to act without the others, as the true and lawful
attorney-in-fact and agent of the undersigned, with full and
several power of substitution, to sign a registration statement or
registration statements to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended,
for the purpose of registering the offering of shares of Common
Stock of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") under
the terms and conditions of the Retirement Plan of Talley Metals
Technology, Inc. sponsored by Talley Metals Technology, Inc. in
which Talley Metals Technology, Inc. will be a participating
employer; to sign any and all amendments (including post-effective
amendments) to the 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 May 26, 1998.
--
/s/Peter C. Rossin
- ------------------
Peter C. Rossin
<PAGE>
Exhibit 24.01
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert W.
Cardy, G. Walton Cottrell and John R. Welty, and each of them, with
full power to act without the others, as the true and lawful
attorney-in-fact and agent of the undersigned, with full and
several power of substitution, to sign a registration statement or
registration statements to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended,
for the purpose of registering the offering of shares of Common
Stock of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") under
the terms and conditions of the Retirement Plan of Talley Metals
Technology, Inc. sponsored by Talley Metals Technology, Inc. in
which Talley Metals Technology, Inc. will be a participating
employer; to sign any and all amendments (including post-effective
amendments) to the 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 May 21, 1998.
--
/s/Kathryn C. Turner
- --------------------
Kathryn C. Turner
<PAGE>
Exhibit 24.01
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert W.
Cardy, G. Walton Cottrell and John R. Welty, and each of them, with
full power to act without the others, as the true and lawful
attorney-in-fact and agent of the undersigned, with full and
several power of substitution, to sign a registration statement or
registration statements to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended,
for the purpose of registering the offering of shares of Common
Stock of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") under
the terms and conditions of the Retirement Plan of Talley Metals
Technology, Inc. sponsored by Talley Metals Technology, Inc. in
which Talley Metals Technology, Inc. will be a participating
employer; to sign any and all amendments (including post-effective
amendments) to the 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 May 21, 1998.
--
/s/Kenneth L. Wolfe
- -------------------
Kenneth L. Wolfe
<PAGE>
