Form 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1998
Commission File Number 1-5828
THE SAVINGS PLAN FOR AFFILIATES
(Full title of the plan)
CARPENTER TECHNOLOGY CORPORATION
(Name of issuer of the securities held
pursuant to the plan)
1047 N. Park Rd.
Wyomissing, Pennsylvania 19610-1339
(Address of principal executive
office of the issuer)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Carpenter
Technology Corporation has duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized.
SAVINGS PLAN OF
CARPENTER TECHNOLOGY CORPORATION
(Name of Plan)
Date June 30, 1999 By /s/ G. Walton Cottrell
---------------------- -----------------------------------
G. Walton Cottrell
Senior Vice President - Finance and
Chief Financial Officer
Financial Statements and Exhibits
(a) Financial Statements
The financial statements filed as part of this report are listed in
the Index to Financial Statements included herein.
(b) Exhibits
(1) Consent of Independent Accountants
THE SAVINGS PLAN FOR AFFILIATES
INDEX TO FINANCIAL STATEMENTS
FORM 11-K ANNUAL REPORT
Form 11-K
Pages
---------
Report of Independent Accountants 5
Financial Statements:
Statement of Net Assets Available for Plan Benefits
December 31, 1998 and 1997
- Participant Directed:
Carpenter Technology Stock Fund, Vista Premier U.S. Government
Money Market Fund, Vista Growth & Income Fund, Vista Capital
Growth Fund, George Putnam Fund of Boston, Vista U.S. Treasury
Income Fund and Participant Loans 6
Statement of Changes in Net Assets Available for Plan Benefits for the
years ended December 31, 1998 and 1997
- Participant Directed:
Carpenter Technology Stock Fund, Vista Premier U.S. Government
Money Market Fund, Vista Growth & Income Fund, Vista Capital
Growth Fund, George Putnam Fund of Boston, Vista U.S. Treasury
Income Fund and Participant Loans 7
Notes to Financial Statements 8-16
Supplemental Schedules:
Assets Held for Investment as of December 31, 1998 17
Schedule of Loans or Fixed Income Obligations as of December 31, 1998 18-25
Reportable Transactions for the year ended December 31, 1998 26
Report of Independent Accountants
To the Participants and Administrator of the Savings Plan for Affiliates:
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Savings Plan for Affiliates at December 31, 1998 and 1997,
and the changes in net assets available for the years then ended, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the plan's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted
our audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment, loans or fixed income obligations and reportable
transactions are presented for purposes of additional analysis and are not a
required part of the basic financial statements but are additional information
required by ERISA. These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation
to the basic financial statements taken as a whole.
April 9, 1999
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
THE SAVINGS PLAN FOR AFFILIATES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 1998 and 1997
(dollars in thousands)
ASSETS 1998 1997
Investments at fair value (Note 3):
Mutual funds:
Vista Growth & Income Fund $1,120 $ 656
Vista Capital Growth Fund 754 462
George Putnam Fund of Boston 639 374
Vista U.S. Treasury Income Fund 453 274
Vista Premier U.S. Government Money Market Fund 674 425
Carpenter Technology Corporation Common Stock 698 557
Participant Loans 139 59
-----------------------
Total investments 4,477 2,807
-----------------------
Receivables:
Contributions - salary deferral 7 9
Contributions - rollover - 1
Contributions - company 6 6
Interest 3 2
-----------------------
Total receivables 16 18
-----------------------
Cash, noninterest bearing - 17
-----------------------
Total assets 4,493 2,842
-----------------------
LIABILITIES
Excess contributions to be refunded to participants - 2
Accrued administration expenses 7 5
-----------------------
Total liabilities 7 7
-----------------------
Net assets available for benefits $4,486 $2,835
=======================
The accompanying notes are an integral part of the financial statements.
THE SAVINGS PLAN FOR AFFILIATES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the years ended December 31, 1998 and 1997
(dollars in thousands)
1998 1997
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments $ - $ 312
Interest 8 2
Dividends 89 54
---------------
97 368
Contributions: ---------------
Salary deferral 781 412
Rollover 418 447
Company 686 344
---------------
1,885 1,203
---------------
Total additions 1,982 1,571
---------------
Deductions from net assets attributed to:
Net depreciation in fair value of investments 86 -
Benefits paid to participants 219 61
Administrative expenses 26 18
---------------
Total deductions 331 79
---------------
Net increase 1,651 1,492
Net assets available for benefits:
Beginning of year 2,835 1,343
---------------
End of year $4,486 $2,835
===============
The accompanying notes are an integral part of the financial statements.
THE SAVINGS PLAN FOR AFFILIATES
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan:
The following description of the Savings Plan for Affiliates (the Plan)
provides only general information. A more comprehensive description of the
Plan's provisions can be found in the Plan document, which is available to
participants upon request from Carpenter Technology Corporation or any
participating affiliate (collectively referred to as the "Company").
General:
The Plan is a defined contribution plan which covers substantially all
domestic employees of Certech, Inc., Crafts Technology, Inc., Green Bay
Supply Company, Inc., Parmatech Corporation, Shalmet Corporation, and
Rathbone Precision Metals (all of which are affiliates of Carpenter
Technology Corporation) who have attained the age of 21 years and have
completed at least one year of service of at least 1,000 hours. Plan
participation commences on the earlier of January 1 or July 1 of the plan
year coinciding with or immediately following the date on which eligibility
requirements were met. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974(ERISA), as amended.
Effective January 1, 1998 and July 1, 1998, respectively, the Plan was
amended to include Shalmet Corporation and Rathbone Precision Metals as
participating employers of the Plan. Effective July 1, 1997, the Plan was
amended to include Parmatech Corporation as a participating employer of the
Plan. Effective January 1, 1997, the Plan's name changed from The Certech,
Inc. Savings Plan to The Savings Plan for Affiliates. Also effective
January 1, 1997, the Plan was amended to transfer sponsorship to Carpenter
Technology Corporation, prohibit discretionary contributions, and include
Crafts Technology, Inc., and the Green Bay Supply Company, Inc. as
participating employers of the Plan.
Contributions:
Each year, participants may contribute up to 17 percent of pretax annual
compensation (known as salary deferral contributions), as defined by the Plan.
Participants may also contribute amounts representing distributions from other
qualified plans (known as rollover contributions). The Company contributes
an amount equal to two percent of each employee's total compensation for each
pay period, and provides a matching contribution equal to 50 percent of the
portion of the participant's salary deferral which does not exceed four
percent of the participant's total compensation for each pay period
(collectively known as company contributions).
THE SAVINGS PLAN FOR AFFILIATES
NOTES TO FINANCIAL STATEMENTS, Continued
1. Description of Plan, continued:
Contributions, continued:
Contributions are subject to certain limitations. All contributions are
funded with an independent trustee.
Participant Accounts:
The following four accounts are maintained for each participant and are
credited with the applicable contributions, earnings on funds invested,
forfeitures of terminated participants non-vested accounts, and are charged
with an allocation of Plan administrative expenses. The contributions to
these accounts are participant directed:
- Employer Qualified Non-Elective Contribution Account-credited with
company contributions
- Employer Matching Account - credited with company contributions
- Employee 401(K) Account-credited with salary deferral contributions
- Rollover Monies Account - credited with rollover contributions
Vesting:
Qualified non-elective contributions, salary deferral contributions, rollover
monies, and the Plan earnings thereon, are 100 percent vested and
nonforfeitable. Vesting in the Company's matching contributions is based
upon years of continuous service, and a participant is 100 percent vested
after three years of service, contingent upon completing at least 1,000 hours
of service for each Plan year.
Investment Funds:
The Plan maintains six investment funds. Each participant may designate
separately the investment fund or funds in which the accounts are to be
invested. A brief description of each investment fund is as follows:
- Vista Premier U.S. Government Money Market Fund - invests primarily
in obligations issued or guaranteed by the U.S. Treasury, agencies
of the U.S.Government, and in repurchase agreements collateralized
by U.S. Government obligations. The objective is to provide a high
level of current income.
THE SAVINGS PLAN FOR AFFILIATES
NOTES TO FINANCIAL STATEMENTS, Continued
1. Description of Plan, continued:
Investment Funds, continued:
- Vista Growth & Income Fund - a fund invested in common stocks with
the primary objective of providing long-term capital appreciation.
- Vista Capital Growth Fund - a fund invested in common stocks of
small to mid-sized companies and in convertible securities with
the objective of providing long-term capital growth.
- George Putnam Fund of Boston - a fund invested in a diversified
portfolio of stocks and bonds with the objective of both capital
growth and current income.
- Vista U.S. Treasury Income Fund - a fund invested in debt
obligations backed by the U.S. Government and futures contracts on
fixed income securities to provide investors with monthly dividends
while protecting the value of investors' accounts.
- Carpenter Technology Stock Fund - a fund invested primarily in
Carpenter Technology Corporation common stock, with the balance
in a mutual fund for cash liquidity.
Participant Loans:
Loans may be made to participants in an amount equal to 50 percent of the
value of the vested interest in his or her account or $50,000, whichever is
less. The minimum amount of the loan shall be $1,000. Interest is charged
at a rate which is 1% over the published prime rate for commercial lenders
at the time the loan is initiated. Loan repayments are required for each
pay period over a period not to exceed five years.
Forfeited Accounts:
Forfeitures during the year of the Company's matching contributions are held
in an account in the Vista Premier U.S. Government Money Market Fund until
allocated to all eligible participants in proportion to each such
participant's compensation for the plan year.
Forfeitures in 1998 totaled $2,000, and will be allocated in 1999.
Forfeitures in 1997 totaled $2,000 and were allocated in 1998.
THE SAVINGS PLAN FOR AFFILIATES
NOTES TO FINANCIAL STATEMENTS, Continue
1. Description of Plan, continued:
Benefits Paid to Participants
Benefits paid to participants include distributions, withdrawals and loan
settlements. Participants are entitled to a lump sum distribution equal to
the value of the vested interest in his or her account upon separation from
service, occurrence of a total and permanent or qualifying disability, or
after the age of 59-1/2. Upon separation, a participant may elect to defer
such distribution, provided the account balance is at least $5,000 ($3,500
prior to January 1, 1998). The distribution of benefits to all participants
must begin no later than the latter of April 1 of the year after the
participant retires or attains 70-1/2 or, in the case of a 5% owner of
Carpenter Technology Corporation common stock, the date of separation. Upon
attainment of age 59-1/2, participants may make withdrawals from any accounts
which are 100 percent vested without limitation. Hardship withdrawals,
subject to certain restrictions, are permitted from any accounts which are
100 percent vested. Benefits paid to participants are in cash except those
which consist of investments in the Carpenter Technology Stock Fund, which
can be made in shares of Carpenter Technology Corporation common stock or
cash, at the participant's option.
Administrative Expenses:
Independent accountant's fees are paid by the Company. All other fees are
paid by the Plan.
Plan Termination:
Although it has not expressed an intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA and any contractual obligations.
In the event of termination or partial termination of the Plan, or
discontinuance of contributions by the Company, the rights of all
participants to amounts credited to their accounts shall be nonforfeitable.
2. Summary of Significant Accounting Policies:
A. The financial statements of the Plan are prepared under the
accrual method of accounting.
THE SAVINGS PLAN FOR AFFILIATES
NOTES TO FINANCIAL STATEMENTS, Continued
2. Summary of Significant Accounting Policies, continued:
B. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets, liabilities, and changes therein, and disclosure of
contingent assets and liabilities. Actual results could differ
from those estimates.
C. The investment in Carpenter Technology Corporation common stock
is stated at fair value based on the last reported sales price as
quoted on the New York Stock Exchange. The investment in the
other funds are stated at their fair value, based on the current
market values of the underlying assets of the funds, or as
determined by the trustee. Purchases and sales of investments
are recorded on a trade-date basis. Gain or loss on sales of
investments is based on average cost. Dividend income is
recorded on the ex-dividend date.
D. Benefits are recorded when paid.
E. The net appreciation (depreciation) in the fair value of
investments in the statement of changes in net assets available
for benefits consists of the realized gains or losses and
unrealized appreciation (depreciation) on investments.
F. Investments are exposed to various risks, such as interest rate,
market and credit risks. Due to the level of risk associated
with certain investments and the level of uncertainty related to
changes in the value of investments, it is reasonably possible
that changes in these risks in the near term could materially
affect the amounts reported in the statement of net assets
available for benefits and the statement of changes in net assets
available for benefits.
G. Certain reclassifications of prior years' amounts have been made
to conform with the current year's presentation.
THE SAVINGS PLAN FOR AFFILIATES
NOTES TO FINANCIAL STATEMENTS, Continued
3. Investments:
The following table includes investments held by the Plan as of
December 31, 1998 and 1997.
Investments as Determined by
Quoted Market Price 12/31/98 12/31/97
(dollars in thousands)
Mutual Funds:
Vista Growth & Income Fund $1,120 $ 656
Vista Capital Growth Fund 754 462
George Putnam Fund of Boston 639 374
Vista U.S. Treasury Income Fund 453 274
Vista Premier U.S. Gov't. Money Market Fund 674 425
Carpenter Technology Corporation common stock 698 557
Participant Loans 139 59
------- -------
Total Investments $4,477 $2,807
======= =======
4. Tax Status:
The Internal Revenue Service has determined and informed the Company by
letter dated October 20, 1996, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (IRC). The Plan has been amended since receiving the determination
letter. However, the Plan administrator and the Plan's tax counsel
believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
5. Excess Contributions:
At December 31, 1997, the Company did not meet the discrimination test
for top heavy plans with respect to salary deferrals for officers and
highly compensated participants. This condition was remedied by the
return of the affected participants' excess contributions of $2,000,
which has been reflected in the accompanying financial statements.
Testing for the plan year 1998 was not completed at the time this report
was issued. The Company understands that penalties that may be levied on
any excess contributions found.
THE SAVINGS PLAN FOR AFFILIATES
NOTES TO FINANCIAL STATEMENTS, Continued
6. Reconciliation of Financial Statements to Form 5500:
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
12/31/98 12/31/97
-------- --------
(dollars in thousands)
Net assets available for benefits per
the financial statements $4,486 $2,835
Amounts allocated to withdrawing participants - (15)
-------- --------
Net assets available for benefits per the Form 5500 $4,486 $2,820
======== ========
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
12/31/98 12/31/97
-------- --------
(dollars in thousands)
Benefits paid to participants per
the financial statements $ 219 $ 61
Add: Amounts allocated to withdrawing participants
at current year end - 15
Less: Amounts allocated to withdrawing participants
at previous year end (15) -
-------- --------
Benefits paid to participants per the Form 5500 $ 204 $ 76
======== ========
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior
to December 31, but not yet paid as of that date.
7. Subsequent Event:
Effective January 1, 1999, the Plan was amended to include Z-Tech
Corporation, an affiliated company of Carpenter Technology Corporation,
as a participating employer.
THE SAVINGS PLAN FOR AFFILIATES
NOTES TO FINANCIAL STATEMENTS, Continued
8. Allocation of Changes in Assets Available for Benefits to Investment Funds:
(dollars in thousands) < - - P a r t i c i p a n t D i r e c t e d - - >
<TABLE>
<CAPTION>
Growth Cap GeoPut US Carp.
US Gov't & Income Growth of Trea Tech Partic
Year Ended 12/31/98 MM Fund Fund Fund Boston Inc Stock Loans Other TOTAL
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest $ 2 $ 2 $ 2 $ 1 $ - $ 1 $ - $ - $ 8
Dividends 26 3 16 24 20 89
- -------------------------------------------------------------------------------------------------------------
28 5 2 17 24 21 - - 97
- -------------------------------------------------------------------------------------------------------------
Contributions:
Salary deferral 87 200 161 106 78 156 (7) 781
Rollover 21 94 98 80 35 90 418
Company 145 159 119 82 56 130 (5) 686
- -------------------------------------------------------------------------------------------------------------
253 453 378 268 169 376 - (12) 1,885
- -------------------------------------------------------------------------------------------------------------
Total additions 281 458 380 285 193 397 - (12) 1,982
- -------------------------------------------------------------------------------------------------------------
Deductions from net assets attributed to:
Net (appreciation) depreciation
in fair value of investments (111) (23) (32) (6) 258 86
Benefits paid to participants 31 60 43 27 12 34 12 219
Administrative expenses 12 6 6 3 3 1 (5) 26
- -------------------------------------------------------------------------------------------------------------
Total deductions 43 (45) 26 (2) 9 293 12 (5) 331
- -------------------------------------------------------------------------------------------------------------
Loans, net of repayments (14) (32) (25) (10) (3) (8) 92 -
Interfund transfers 10 (2) (35) (11) 2 36 -
Forfeitures 2 (1) (1) -
- -------------------------------------------------------------------------------------------------------------
Net increase (decrease) 236 468 294 266 183 131 80 (7) 1,651
Net assets available for benefits:
Beginning of year 437 657 463 374 271 567 59 7 2,835
- ------------------------------------------------------------------------------------------------------------
End of year $673 $1,125 $757 $640 $454 $698 $139 $ - $4,486
============================================================================================================
</TABLE>
THE SAVINGS PLAN FOR AFFILIATES
NOTES TO FINANCIAL STATEMENTS, Continued
8. Allocation of Changes in Assets Available for Benefits to Investment Funds
(dollars in thousands)
<TABLE>
<CAPTION>
< - - - - - - - - P a r t i c i p a n t D i r e c t e d - - - - - >
Growth Cap GeoPut US Carp
US Govt & Inc Growth of Treas Tech Partic
Year Ended 12/31/97 MM Fund Fund Fund Boston Inc Stock Loans Other TOTAL
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of investments $ - $ 117 $ 63 $ 39 $ 5 $ 88 $ - $ - $ 312
Interest income 2 2
Dividend income 19 3 1 9 11 11 54
- -------------------------------------------------------------------------------------------------------------
19 122 64 48 16 99 - - 368
- -------------------------------------------------------------------------------------------------------------
Contributions:
Salary deferral 53 92 68 52 50 70 27 412
Rollover 16 82 103 78 80 88 447
Company 82 81 54 45 34 62 (14) 344
- -------------------------------------------------------------------------------------------------------------
151 255 225 175 164 220 - 13 1,203
- -------------------------------------------------------------------------------------------------------------
Total additions 170 377 289 223 180 319 - 13 1,571
- -------------------------------------------------------------------------------------------------------------
Deductions from net assets attributed to:
Benefits paid to participants 3 15 12 5 8 7 11 61
Administrative expenses 6 4 2 2 1 2 1 18
- --------------------------------------------------------------------------------------------------------------
Total deductions 9 19 14 7 9 9 - 12 79
- --------------------------------------------------------------------------------------------------------------
Loans, net of repayments (9) (10) (9) (6) (2) (1) 26 11 -
Interfund transfers (42) (10) 34 (7) 25 -
Forfeitures 2 (1) (1) -
- --------------------------------------------------------------------------------------------------------------
Net increases 112 337 299 210 162 334 26 12 1,492
Net assets (deficient) available for benefits:
Beginning of year 325 320 164 164 109 233 33 (5) 1,343
- --------------------------------------------------------------------------------------------------------------
End of year $437 $657 $463 $374 $271 $567 $59 $ 7 $2,835
==============================================================================================================
</TABLE>
The Savings Plan for Affiliates
Line 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1998
(A) (B) (C) Description of (D) (E)
Identity of issue, borrower, investment Cost Current
lessor or similar party
- -----------------------------------------------------------------------------
Vista Growth & Income Fund Mutual Fund $1,100,668 $1,120,675
Vista Capital Growth Fund Mutual Fund $775,426 $753,870
George Putnam Fund of Boston Mutual Fund $631,027 $638,743
Vista U.S. Treasury Income Fund Mutual Fund $441,955 $453,367
Vista Premier U.S. Gov't Money Mutual Fund $674,380 $674,380
Market Fund
* Carpenter Technology Corporation Corporate Common $837,144 $697,916
Stock
Participant Loans Loans to Partics
int rate 9.25-9.5%
none due past $138,870 $138,870
11/10/03
* Party-in-Interest
The Savings Plan for Affiliates
Line 27(b) - Schedule of Loans or Fixed Income Obligations
December 31, 1998
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F) (G) (H) (I)
Identity and Original Principal Interest Unpaid Description of loan Principal Interest
Address of amount received received overdue at overdue at
Obligor of loan during year during year @ EOY (origin/maturity dates)i rate year end year end
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Gloria L Acosta $1,870 $0.00 $0.00 $1,870.00 11/18/98 11/13/00 9.25 $118.26 $19.53
10 Henry Ave, Apt O E9
Palisades Pk, NJ 07650
Luz Aguiar $1,400 $746.89 $81.72 $653.11 10/30/97 6/4/99 9.50 $231.24 $12.12
439 D Broad Avenue
Palisades Park, NJ 07650
Fabio Arroyave $3,500 $435.38 $132.77 $3,064.62 6/24/98 7/12/01 9.50 $51.65 $11.20
437A Broad Avenue
Palisades Park, NJ 07650
Gabriela Arroyave $1,600 $372.09 $67.57 $1,227.91 11/7/97 12/3/99 9.50 $490.39 $7.52
437A Broad Avenue
Palisades Park, NJ 07650
Luz Assis $1,000 $92.18 $8.57 $907.82 10/13/98 11/5/99 9.25 $40.30 $3.19
PO Box 318
New York NY 10116
Gloria Bermudez $1,000 $73.68 $6.92 $926.32 11/9/98 11/19/99 9.25 $20.15 $1.65
120 Grand Ave
Englewood NJ 07631
Anne Marie P Bevan $1,000 $0.00 $0.00 $1,000.00 11/25/98 12/13/99 9.25 $40.34 $3.56
267 E Green St Apt 1
Nanticoke PA 18634
Maria Antonia Castro $2,000 $388.89 $112.61 $1,611.11 3/3/98 3/29/01 9.50 $73.75 $14.50
71 E Palisades Blvd #D4
Palisades Park NJ 07650
</TABLE>
The Savings Plan for Affiliates
Line 27(b) - Schedule of Loans or Fixed Income Obligations
December 31, 1998
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F) (G) (H) (I)
Identity and Original Principal Interest Unpaid Description of loan Principal Interest
Address of amount received received overdue at overdue at
Obligor of loan during year during year @ EOY (origin/maturity dates)i rate year end year end
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Estrella Colon $1,300 $967.40 $62.83 $1,175.00 9/28/98 4/17/00 9.50 $35.80 $4.27
216 51st St Apt 2
West New York NJ 07093
Luis R Conteron $1,697 $323.88 $61.47 $1,379.81 10/8/97 11/5/99 9.50 $681.34 $75.52
261 Ninth St
Palisades Park, NJ 07650
Luis R Conteron $1,200 combined with above $1,193.31 10/13/98 11/6/01 9.25 $52.92 $12.55
261 Ninth St paid amounts
Palisades Park, NJ 07650
Washington Drouet $1,000 $800.44 $47.12 $199.56 1/23/98 2/26/99 9.50 $20.18 $0.36
209 45th St
Union City NJ 07087
Washington Drouet $1,200 $0.00 $0.00 $1,200.00 12/7/98 12/13/99 9.25 $48.36 $4.23
209 45th St
Union City NJ 07087
Juan Escobar $2,350 $0.00 $0.00 $2,350.00 10/23/98 11/10/03 9.25 $67.80 $24.89
127 Waldo Pl
Englewood NJ 07631
Edy R Estrada $1,300 $87.81 $50.57 $1,212.19 6/15/98 7/10/03 9.50 $12.58 $4.42
6514 Bergenline Ave #2
West New York NJ 07093
Luis Figueroa $1,800 $453.50 $79.06 $1,346.50 5/20/98 6/6/00 9.50 $76.08 $10.02
4651 N Karlov
Chicago IL 60630
</TABLE>
The Savings Plan for Affiliates
Line 27(b) - Schedule of Loans or Fixed Income Obligations
December 31, 1998
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F) (G) (H) (I)
Identity and Original Principal Interest Unpaid Description of loan Principal Interest
Address of amount received received overdue at overdue at
Obligor of loan during year during year @ EOY (origin/maturity dates)i rate year end year end
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Nelson E Forero Hernandez $3,000 $859.94 $50.84 $2,958.90 10/22/98 5/7/01 9.25 $129.35 $25.95
435A Broad Ave
Palisades Pk, NJ 07650
Orlando Forero $3,000 $100.29 $32.43 $2,899.71 10/16/98 11/2/01 9.50 $22.12 $5.30
611 82nd Street
North Bergen NJ 07047
Margaret A Forgach $4,000 $48.26 $29.10 $3,951.74 9/30/98 10/10/03 9.50 $116.04 $42.99
38 Rock St
Glen Lyon PA 18617
Rosalba Gallego $1,400 $1,203.90 $67.35 $196.10 11/18/97 12/11/98 9.50 $197.54 $1.44
188 West St
Englewood NJ 07631
John J Gomeringer $8,200 $1,071.44 $345.01 $7,621.06 6/8/98 6/21/03 9.50 $118.95 $41.63
2913 Truman Drive
Hatfield PA 19440
Josefina A Jaquez $2,680 $645.49 $20.11 $2,680.00 11/23/98 12/5/00 9.25 $84.75 $14.18
7435 Blvd East Apt 9
North Bergen NJ 07047
Charles A Jemison $5,000 $280.06 $88.54 $4,719.94 9/15/98 10/1/01 9.50 $73.72 $17.19
19513 Lake Park Dr
Lynwood IL 60411
Gustavo Jimenez $2,700 $975.67 $68.88 $2,642.65 9/28/98 10/13/03 9.50 $39.15 $14.44
15 W Hamilton Ave
Englewood NJ 07631
</TABLE>
The Savings Plan for Affiliates
Line 27(b) - Schedule of Loans or Fixed Income Obligations
December 31, 1998
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F) (G) (H) (I)
Identity and Original Principal Interest Unpaid Description of loan Principal Interest
Address of amount received received overdue at overdue at
Obligor of loan during year during year @ EOY (origin/maturity dates)i rate year end year end
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Joseph Kovacs $1,500 $509.89 $34.61 $990.11 8/12/98 6/28/99 9.50 $72.60 $3.56
4309 W Lawrence
Chicago IL 60630
Eugene Krug $17,000 $411.82 $246.22 $16,588.18 7/27/98 8/21/03 9.50 $822.55 $299.24
3 Holland Ave
Oakhurst NJ 077555
Diego Loaiza $2,500 $535.62 $98.46 $1,964.38 5/8/98 6/8/00 9.50 $132.10 $17.53
165 Pleasant Ave
Englewood NJ 07631
Francisco Loayza $1,770 $261.47 $24.21 $1,508.53 9/29/98 10/18/99 9.50 $71.42 $5.46
6015 Boulevard East Apt B4
West New York NJ 07093
Hilzy Lopez $2,000 $465.02 $84.88 $1,534.98 3/20/98 4/7/00 9.50 $211.50 $26.69
92 Lafayette Pl
Englewood NJ 07631
Jorge A Lopez $2,000 $538.54 $95.96 $1,461.46 4/21/98 5/18/00 9.50 $42.30 $5.34
1012 87th St Apt #22
North Bergen NJ 07047
Rubin Davro Morales Lopez $1,500 $91.77 $53.23 $1,408.23 6/25/98 7/24/03 9.50 $14.50 $5.13
533 64th Street
West New York NJ 07093
Rosa H Luis $5,000 $1,572.00 $418.44 $3,428.00 10/23/97 11/24/00 9.50 $73.72 $12.47
559 Hudson Ave
Weehawken NJ 07087
</TABLE>
The Savings Plan for Affiliates
Line 27(b) - Schedule of Loans or Fixed Income Obligations
December 31, 1998
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F) (G) (H) (I)
Identity and Original Principal Interest Unpaid Description of loan Principal Interest
Address of amount received received overdue at overdue at
Obligor of loan during year during year @ EOY (origin/maturity dates)i rate year end year end
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Maria Marroquin $1,000 $0.00 $0.00 $769.50 2/25/97 3/22/02 9.25 $96.20 $32.60
1303 26th St
North Bergen NJ 07047
Maher A Meawad $11,530 $2,696.24 $407.84 $7,520.82 1/22/97 1/25/02 9.25 $3,880.10 $1,777.00
121 Washington St
Lodi NJ 07644
Blanca Montoya $1,100 $771.75 $49.28 $328.25 10/8/97 11/6/98 9.50 $333.05 $4.80
76 James St Apt 2
Englewood NJ 07631
Elvin E Morazan $4,197 $76.10 $45.73 $4,120.90 8/26/98 9/4/03 9.50 $203.05 $74.35
314 Grove Street
East Rutherford NJ 07073
Marlene Morazan $1,500 $0.00 $0.00 $1,500.00 7/31/98 8/20/99 9.50 $544.68 $41.56
314 Grove Street
East Rutherford NJ 07073
Carmen Negron $1,000 $524.52 $67.40 $387.32 8/14/97 9/3/99 9.50 $21.14 $1.40
32 50th St
Weehawken NJ 07087
Gloria N Ocampo $2,000 $428.37 $78.75 $1,571.63 5/21/98 6/16/00 9.50 $63.39 $10.51
81 Charles Street
Englewood NJ 07631
Maria E Ribot $2,000 $64.13 $27.95 $1,935.87 10/23/98 11/5/02 9.25 $11.51 $3.44
365 Grant Ave
Cliffside Park NJ 07010
</TABLE>
The Savings Plan for Affiliates
Line 27(b) - Schedule of Loans or Fixed Income Obligations
December 31, 1998
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F) (G) (H) (I)
Identity and Original Principal Interest Unpaid Description of loan Principal Interest
Address of amount received received overdue at overdue at
Obligor of loan during year during year @ EOY (origin/maturity dates)i rate year end year end
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Lucero Rivera $1,300 $231.30 $43.50 $1,068.70 6/25/98 7/27/00 9.50 $27.48 $3.88
101 James Street
Englewood NJ 07631
Vincent C Smierciak $11,000 $2,037.12 $1,047.90 $8,896.64 10/17/97 10/21/02 9.50 $106.38 $32.60
4722 Arbor Dr Apt 202
Rolling Meadows IL 60008
Glenn A Sonntag Jr $2,200 $451.32 $83.43 $1,748.68 6/15/98 7/1/00 9.50 $46.50 $6.35
2615 Marshall Drive
Quakertown PA 18951
Luis E Terroros $2,000 $1,116.21 $67.52 $1,883.79 7/14/98 7/31/03 9.50 $19.34 $6.87
Lakeview Ave Apt 63B
Leonia NJ 07605
Luz Toro $1,000 $297.71 $25.17 $702.29 6/18/98 7/22/99 9.50 $141.26 $8.24
120 62nd St Apt 3
West New York NJ 07093
Javier Usma $1,500 $737.31 $30.22 $1,446.08 10/16/98 5/8/00 9.25 $82.44 $10.10
44 B lakeview Ave
Leonia NJ 07605
Fredy Usme $3,000 $792.51 $112.15 $2,661.39 7/14/98 7/26/01 9.50 $44.24 $9.69
537 41st Street
Union City NJ 07087
Luz Mary Valencia $1,000 $0.00 $0.00 $1,000.00 7/30/98 8/17/00 9.50 $200.83 $31.94
63 B Lake View Ave
Leonia NJ 07605
</TABLE>
The Savings Plan for Affiliates
Line 27(b) - Schedule of Loans or Fixed Income Obligations
December 31, 1998
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F) (G) (H) (I)
Identity and Original Principal Interest Unpaid Description of loan Principal Interest
Address of amount received received overdue at overdue at
Obligor of loan during year during year @ EOY (origin/maturity dates)i rate year end year end
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
L Monica Velazquez $1,763 $361.40 $66.86 $1,401.18 6/11/98 6/21/00 9.50 $74.48 $10.06
2109 S Maple
Berwyn IL 60402
Luis A Villa $1,000 $556.80 $43.98 $131.78 2/25/97 3/26/99 9.25 $10.54 $0.26
401 21st Street
Union City NJ 07087
Susan Walters Grottola $2,500 $278.31 $35.01 $2,221.69 6/11/98 11/11/99 9.50 $626.64 $23.16
189 West Woodhaven Dr
White Haven PA 18661
Barbara A Zukosky $1,000 $400.78 $64.30 $599.22 12/1/97 12/31/99 9.50 $73.99 $7.37
20 Center Street
Askam PA 18706
</TABLE>
The Savings Plan for Affiliates
Line 27(d) - Schedule of Reportable Transactions
for the year ended December 31, 1998
<TABLE>
<CAPTION>
(A) (B) (C) (D) (F) (G) (H) (I)
Description of Asset Purchase Selling Transaction Cur Value Net gain
Identity of Party Involved (include interest rate and Price Price Expense Cost of of Asset @ or (loss)
maturity in case of a loan Incurred Asset Transaction
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Vista Growth and Income Fund Mutual Fund $594,277 $594,277 $594,277 $ -
Vista Growth and Income Fund Mutual Fund $124,979 $119,684 $124,979 $5,294
Vista Capital Growth Fund Mutual Fund $461,138 $461,138 $461,138 $ -
Vista Capital Growth Fund Mutual Fund $122,780 $127,881 $122,780 $(5,103)
George Putnam Fund of Boston Mutual Fund $331,021 $331,021 $331,021 $ -
George Putnam Fund of Boston Mutual Fund $56,874 $55,139 $56,874 $1,739
Vista US Treasury Income Fund Mutual Fund $235,918 $235,918 $235,918 $ -
Vista US Treasury Income Fund Mutual Fund $60,771 $59,519 $60,771 $1,250
Vista Prem US Govt Money Mkt Fund Mutual Fund $674,311 $674,311 $674,311 $ -
Vista Prem US Govt Money Mkt Fund Mutual Fund $377,112 $377,112 $377,112 $ -
Carpenter Technology Stock Fund Corporate Comm Stocks $458,795 $1,558 $458,795 $458,795 $ -
Carpenter Technology Stock Fund Corporate Comm Stocks $67,422 $279 $77,137 $67,422 $(9,710)
</TABLE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
of Carpenter Technology Corporation on Form S-8 (number 2-83780) of our
report dated April 9, 1999 on our audits of the financial statements of the
Savings Plan for Affiliates as of December 31, 1998 and 1997 and for the two
years ended December 31, 1998 and 1997, which report is included in this
Annual Report on Form 11-K.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
June 29, 1999
