SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report - March 9, 1998
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(Date of Earliest Event Reported)
Carpenter Technology Corporation
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(Exact Name of Registrant as specified in its charter)
Delaware 1-5828 23-0458500
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(State of Incorporation) (Commission File No.) (IRS Employer I.D. No.)
101 West Bern Street, Reading Pennsylvania, 19601
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(Address of principal executive offices)
Registrant's telephone number, including area code: (610) 208-2000
The Exhibit Index is located on Page 4 of 5
Page 1 of 5
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Item 5. Other Events.
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On March 9, 1998, the Registrant announced a public offering of 3,162,500
shares of its common stock at $48.0625 per share. All of the shares are being
sold by the Registrant and net proceeds from the sale will be used to repay
debt incurred to finance the acquisition of Talley Industries, Inc. The
acquisition of Talley was completed on February 19, 1998.
The underwriting group is managed by J. P. Morgan & Co.; Credit Suisse
First Boston; Bear, Stearns & Co. Inc.; and Paine Webber Incorporated.
Item 7. Financial Statements and Exhibits.
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(a) and (b) None.
c Exhibits:
Item 99. Press Release dated March 9, 1998.
Page 2 of 5
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 16, 1998 CARPENTER TECHNOLOGY
CORPORATION (Registrant)
By: s/John R. Welty
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John R. Welty
Vice President
General Counsel and Secretary
Page 3 of 5
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EXHIBIT INDEX
Sequential
Exhibit Description Page Number
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Item 99 Press release dated March 9, 1998 5
Page 4 of 5
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Contact: Robert J. Dickson
Treasurer
(610) 208-2165
IMMEDIATE RELEASE
CARPENTER'S OFFERING OF 3,162,500 COMMON SHARES
PRICED AT $48 1/16
Reading, PA (March 9, 1998) -- Carpenter Technology Corporation (NYSE:CRS)
today announced a public offering of 3,162,500 shares of common stock priced at
$48 1/16 per share.
All of the shares of common stock are being sold by Carpenter. Net
proceeds from the sale of the shares will be used to repay debt incurred to
finance the acquisition of Talley Industries Inc., which was completed on
February 19, 1998.
The underwriting group is managed by J.P. Morgan & Co.; Credit Suisse
First Boston; Bear, Stearns & Co. Inc.; and PaineWebber Incorporated.
Carpenter is a leading manufacturer and distributor of specialty
materials, such as stainless steel, specialty alloys, titanium, tool steels,
ceramics and other advanced metals.
Talley is a diversified company that operates in three basic segments:
stainless steel processing and distribution, government products and services,
and industrial products. Carpenter intends to retain Talley's stainless steel
processing and distribution
(More)
Page 2 - Carpenter/Stock Offering Pricing
business and to divest the other segments. The divestitures are currently
underway.
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(Editor's Note: This announcement will not constitute an offer to sell or
the solicitation of an offer to buy, nor will there be any sale of these
securities in any state in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities law of any
state.
A copy of the final prospectus relating to this offering can be obtained
from J.P. Morgan & Co. at 610 Wall Street, New York, N.Y. 10260; telephone
(212) 648-1532.)
