<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 1998
REGISTRATION NO. 333-44757
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
----------------
AMENDMENT NO. 1
TO
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
(I.R.S. EMPLOYER IDENTIFICATION NO.)
(STATE OR OTHER JURISDICTION 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.
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<PAGE>
SUBJECT TO COMPLETION, DATED FEBRUARY 13, 1998
PROSPECTUS
$350,000,000
CARPENTER TECHNOLOGY CORPORATION
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.
February , 1998.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
SUCH STATE.
<PAGE>
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.
2
<PAGE>
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 Current Report
on Form 8-K filed on September 30, 1997, (iii) Carpenter's Quarterly Reports
on Form 10-Q for the quarters ended September 30 and December 31, 1997; (iv)
Carpenter's 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; (v) Carpenter's
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 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.
3
<PAGE>
THE COMPANY
Carpenter, a specialty materials company, is a 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-stainless steel
products, government products and services and industrial products. Carpenter
intends to retain the stainless steel products 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.
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>
-------------------------------------
SIX MONTHS
ENDED YEAR ENDED JUNE 30,
DECEMBER 31, ------------------------
1997 1997 1996 1995 1994 1993
------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges....... 4.6x 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, gains and losses related to less-
than-fifty-percent-owned persons, 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.
4
<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 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.
5
<PAGE>
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.
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
6
<PAGE>
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.
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.
7
<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 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
8
<PAGE>
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 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
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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,
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
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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.
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.
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.
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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 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.
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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.
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.
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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.
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 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.
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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 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.
16
<PAGE>
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.
17
<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 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.
18
<PAGE>
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/As dated January 22, 1998, and February 12,
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.
19
<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>
<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 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
II-1
<PAGE>
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.
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
(*) 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 successor Trustee.
- --------
(*) To be filed by Form 8-K.
(**) Previously filed.
(***) Filed with this amendment.
</TABLE>
II-2
<PAGE>
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;
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.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 1
TO ITS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF READING, COMMONWEALTH OF
PENNSYLVANIA, ON FEBRUARY 13, 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 AMENDMENT
NO. 1 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED ON FEBRUARY 13, 1998:
SIGNATURE CAPACITY
* Chairman of the
- ------------------------------------- Board, President
ROBERT W. CARDY and Chief Executive
Officer
/s/ G. Walton Cottrell Senior Vice
- ------------------------------------- President Finance
G. WALTON COTTRELL and Chief Financial
Officer
/s/ Edward B. Bruno Controller
- -------------------------------------
EDWARD B. BRUNO
* Director
- -------------------------------------
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
II-4
<PAGE>
SIGNATURE CAPACITY
* Director
- -------------------------------------
ROBERT J. LAWLESS
* Director
- -------------------------------------
MARLIN MILLER, JR.
* Director
- -------------------------------------
PETER C. ROSSIN
* Director
- -------------------------------------
KATHRYN C. TURNER
* Director
- -------------------------------------
KENNETH L. WOLFE
/s/ John R. Welty
*By: ________________________________
JOHN R. WELTY, ATTORNEY IN FACT,
PURSUANT TO POWER OF ATTORNEY
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S>
(*) 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 successor Trustee.
- --------
(*) To be filed by Form 8-K.
(**) Previously filed.
(***) Filed with this amendment.
</TABLE>
II-6
<PAGE>
[LETTERHEAD OF DECHERT PRICE & RHOADS]
February 13, 1998
Carpenter Technology Corporation
101 West Bern Street
Reading, Pennsylvania 19601
Re: Registration Statement on Form S-3
File No. 333-44757
----------------------------------
Gentlemen:
We have acted as your counsel in connection with the preparation and filing
of a registration statement on Form S-3, File No. 333-44757, originally filed on
January 22, 1998 with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, and the Trust Indenture Act of
1939, as amended, and as amended by Amendment No. 1 thereto being filed with the
Commission on the date hereof (as so amended, the "Registration Statement"),
relating to the issuance of an aggregate of up to $350,000,000 of shares of your
common stock, par value $5 per share (the "Shares") and debt securities (the
"Debt Securities") to be issued in one or more series pursuant to an Indenture
with First Trust of New York, National Association, as successor Trustee, as
filed as Exhibit 4 to the Registration Statement (the "Indenture"), all as more
fully described in the Registration Statement.
We have participated in the preparation of the Registration Statement and
have reviewed the Indenture, and we have examined such corporate records and
documents, statements of officers of the Company and matters of law as we have
considered appropriate to enable us to render this opinion.
<PAGE>
Carpenter Technology Corporation
February 13, 1998
Page 2
Based upon the foregoing, it is our opinion that (i) the Shares, when and
if issued, will be legally and validly issued, fully paid and non-assessable and
(ii) the Debt Securities have been duly authorized and, when and if duly
executed, authenticated and delivered in accordance with the terms of the
Indenture and delivered to the purchasers thereof against payment therefor, will
constitute your legal, valid and binding obligations enforceable against you in
accordance with their terms, except (a) as the same may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other
laws of general applicability relating to or affecting the enforcement of
creditors' rights or debtors' obligations and (b) that the remedy or specific
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus portion thereof.
Very truly yours,
/s/ Dechert Price & Rhoads
<PAGE>
EXHIBIT 12
CARPENTER TECHNOLOGY CORPORATION
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES -- UNAUDITED
FIVE YEARS ENDED JUNE 30, 1997 AND
SIX MONTHS ENDED DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SIX
MONTHS
ENDED
12/31/97 1997 1996 1995 1994 1993
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Fixed charges:
Interest costs (a).... $ 15,143 $ 22,330 $ 19,275 $ 17,797 $ 19,651 $ 21,759
Interest component of
non-capitalized lease
rental expense (b)... 1,259 2,419 2,074 2,452 2,522 2,532
-------- -------- -------- -------- -------- --------
Total fixed charges... $ 16,402 $ 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........... $ 59,182 $ 97,871 $ 95,170 $ 74,571 $ 62,728 $ 42,799
Add: Loss in less-
than-fifty-percent-
owned persons........ 456 1,188 7,025 3,000 910 --
Less: Gain on sale of
partial interest in
less-than-fifty-
percent-owned
persons.............. -- -- (2,650) -- -- --
Fixed charges less
interest
capitalized.......... 15,272 22,349 21,009 16,994 18,043 23,126
Amortization of
capitalized
interest............. 964 1,879 2,074 1,952 1,788 1,725
-------- -------- -------- -------- -------- --------
Earnings as
defined............ $ 75,874 $123,287 $122,628 $ 96,517 $ 83,469 $ 67,650
======== ======== ======== ======== ======== ========
Ratio of earnings to
fixed charges.......... 4.6x 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.
<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
February 11, 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
February 11, 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, 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. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Phoenix, Arizona
February 12, 1998
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-------------------
FORM T - 1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
-------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305 (b)(2) _________
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
13-3781471
(I. R. S. Employer
Identification No.)
100 Wall Street, New York, NY 10005
(Address of principal executive offices) (Zip Code)
-------------------
FOR INFORMATION, CONTACT:
Dennis Calabrese, President
First Trust of New York, National Association
100 Wall Street, 16th Floor
New York, NY 10005
Telephone: (212) 361-2506
-------------------
CARPENTER TECHNOLOGY CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 23-0458500
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
101 West Bern Street 19601-1203
Reading, Pennsylvania
(Address of principal executive offices) (Zip Code)
-------------------
DEBT SECURITIES
<PAGE>
Item 1. GENERAL INFORMATION.
Furnish the following information as to the trustee - -
(a) Name and address of each examining or supervising authority to which
it is subject.
Name Address
---- -------
Comptroller of the Currency Washington, D. C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. LIST OF EXHIBITS.
Exhibit 1. Articles of Association of First Trust of New York,
National Association, incorporated herein by reference
to Exhibit 1 of Form T-1, Registration No. 33-83774.
Exhibit 2. Certificate of Authority to Commence Business for First
Trust of New York, National Association, incorporated
herein by reference to Exhibit 2 of Form T-1,
Registration No. 33-83774.
Exhibit 3. Authorization of the Trustee to exercise corporate trust
powers for First Trust of New York, National
Association, incorporated herein by reference to Exhibit
3 of Form T-1, Registration No. 33-83774.
Exhibit 4. By-Laws of First Trust of New York, National
Association, incorporated herein by reference to Exhibit
4 of Form T-1 Registration No. 333-34113.
Exhibit 5. Not applicable.
Exhibit 6. Consent of First Trust of New York, National
Association, required by Section 321(b) of the Act,
incorporated herein by reference to Exhibit 6 of Form
T-1, Registration No. 33-83774.
Exhibit 7. Report of Condition of First Trust of New York, National
Association, as of the close of business on September
30, 1997, published pursuant to law or the requirements
of its supervising or examining authority.
<PAGE>
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, First Trust of New York, National Association, a national
banking association organized and existing under the laws of the United States,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 20 th day of January, 1998.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
By: /s/ Catherine F. Donohue
---------------------------
Catherine F. Donohue
Vice President
<PAGE>
Exhibit 7
---------
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
STATEMENT OF FINANCIAL CONDITION
AS OF 9/30/97
($000'S)
<TABLE>
<CAPTION>
9/30/97
-----------
<S> <C>
ASSETS
Cash and Due From Depository Institutions $ 36,355
Federal Reserve Stock 3,467
Fixed Assets 753
Intangible Assets 76,047
Other Assets 5,619
-----------
TOTAL ASSETS $122,241
LIABILITIES
Other Liabilities 7,592
-----------
TOTAL LIABILITIES 7,592
EQUITY
Common and Preferred Stock 1,000
Surplus 120,932
Undivided Profits (7,283)
-----------
TOTAL EQUITY CAPITAL 114,649
TOTAL LIABILITIES AND EQUITY CAPITAL $122,241
</TABLE>
==============================================================
To the best of the undersigned's determination, as of this date the above
financial information is true and correct.
First Trust of New York, National Association
By: /S/ Catherine F. Donohue
------------------------
Vice President
Date: January 20, 1998
