-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AIQ9XzsMERVnLx6KR/y760jSYpOBO6J6KkY/0dzOIyM6ZUv7Qbe1gFbCswdN9D9q jU40/sh2SytNdzqz6MNkNg== 0000017843-01-500029.txt : 20010629 0000017843-01-500029.hdr.sgml : 20010629 ACCESSION NUMBER: 0000017843-01-500029 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARPENTER TECHNOLOGY CORP CENTRAL INDEX KEY: 0000017843 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 230458500 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-05828 FILM NUMBER: 1670387 BUSINESS ADDRESS: STREET 1: 1047 N PARK ROAD CITY: WYOMISSING STATE: PA ZIP: 19610-1339 BUSINESS PHONE: 6102082000 MAIL ADDRESS: STREET 1: 1047 N PARK ROAD CITY: WYOMISSING STATE: PA ZIP: 19610 11-K 1 spaff11k.htm SAVINGS PLAN FOR AFFILIATES
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 year ended December 31, 2000


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.


THE SAVINGS PLAN FOR AFFILIATES
(Name of Plan)



Date               June 28, 2001                By  /s/ Terrence E. Geremski                            
Terrence E. Geremski
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


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 (the "Plan") at December 31,
2000 and 1999, and the changes in net assets available for benefits for the years then ended in
conformity with accounting principles generally accepted in the United States of America. 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 auditing standards generally accepted in the United
States of America, 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 our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules of Assets Held for Investment
Purposes at End of Year and Reportable Transactions are presented for the purpose of
additional analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These
supplemental schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits 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.


/s/PricewaterhouseCoopers LLP

June 4, 2001


THE SAVINGS PLAN FOR AFFILIATES

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 2000 and 1999
(dollars in thousands)


ASSETS 2000 1999
Investments, at fair value $ 9,180 $ 6,708
Receivables:
     Investment income receivable - 8
     Contributions - salary deferral 36 55
     Contributions - company

34

21

     Total receivables

70

84

     Total assets

9,250

6,792

LIABILITIES
Accrued administration expenses 9 9
Liability for Benefit Payments

11

-

     Total liabilities

20

9

Net assets available for benefits

$ 9,230

$ 6,783




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, 2000 and 1999
(dollars in thousands)

2000
1999
Additions to net assets attributed to:
Investment income:
     Net appreciation in fair value of investments $ 187 $ 61
     Interest 84 13
     Dividends

594

103

865

177

Contributions:
     Salary deferral 1,018 962
     Rollover 2 64
     Company 944 826
     Transfer from Rathbone 401(k) plan

-

727

1,964

2,579

           Total additions

2,829

2,756

Deductions from net assets attributed to:
Benefits paid to participants 345 427
Administrative expenses

37

32

           Total deductions

382

459

               Net increase 2,447 2,297
Net assets available for benefits:
               Beginning of year

6,783

4,486

               End of year

$ 9,230

$ 6,783




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., Carpenter Advanced Ceramics, Inc. (Crafts Technology and Z-tech
divisions), Parmatech Corporation, Rathbone Precision Metals and Shalmet Corporation
(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 first day of the month following attainment of eligibility
requirements. The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA), as amended.

Effective January 1, 1999 the Plan was amended to include Z-tech Corporation as a
participating employer of the Plan. On July 1, 1999, Z-tech Corporation was merged into
Carpenter Advanced Ceramics, Inc. The employees of the Z-tech division continued
participation in the Plan. Also effective July 1, 1999, the Rathbone Precision Metals, Inc.
401(k) Salaried Savings and Retirement Plan was merged into the Plan in the amount of
approximately $727,000.

Effective October 1, 2000, PNC Advisors replaced Chase Manhattan Bank as Trustee and
Recordkeeper 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). Contributions are subject to certain limitations.

          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'
nonvested 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:

As of October 1, 2000, the Plan maintains eleven investment funds. Each participant may
designate separately the investment fund or funds in which the accounts are to be invested.

          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.

There were no forfeitures in 2000 or 1999.

          Benefits Paid to Participants:

Benefits paid to participants include distributions and withdrawals. Participants are
entitled to a 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. The distribution of benefits to all
separated 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. Payments will be paid out in a lump sum or under a variety of
annuity forms available for election by the participant.

          Administrative Expenses:

Independent accountants' 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.

B. The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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. 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.

E. Benefits are recorded when paid.
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.
3. Investments:
The following presents investments that represent 5 percent or more of the Plan's net
assets. (Shares and dollars in thousands)
       at December 31

Mutual Funds:

2000 1999


     PNC Investment Contract Fund, 572 shares
     BlackRock Intermediate Government Bond Fund, 76 shares
     BlackRock Balanced Fund, 63 shares
     Investment Company of America Fund, 71 shares
     Federated Mid-Cap Fund, 105 shares
     Vista Growth & Income Fund, 45 shares
     Vista Capital Growth Fund, 32 shares
     George Putnam Fund of Boston, 55 shares

Carpenter Technology Corporation common stock,
     126 and 34 units, respectively


$ 1,284
$    771
$ 1,016
$ 2,219
$ 1,837
$          -
$          -
$          -
$ 1,527

$          -
$          -
$          -
$          -
$          -
$ 1,792
$ 1,349
$    890
$    933
During 2000 and 1999, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value by $187,000 and
$61,000 as follows:

   (dollars in thousands)

2000 1999
Mutual funds $ 328  $ 173 
Common stock

(141)

(112)

$ 187 

$   61 

4.
Tax Status:
The Internal Revenue Service has determined and informed the Company by letter dated
December 20, 1999, that the Plan and related trust are designed in accordance with
applicable sections of the Internal Revenue Code (the Code). The Plan administrator
believes the Plan is currently being operated in compliance with applicable sections of the
Code.
5. Related Party Transactions:

Certain Plan investments are shares of mutual funds managed by PNC. PNC is the
trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest.
Fees paid by the Plan for the investment management services of PNC were $1,000 for
the year ended December 31, 2000.

Certain Plan investments were shares of mutual funds managed by the Chase Manhattan
Bank. The Chase Manhattan Bank was the trustee through September 30, 2000 as
defined by the Plan and, therefore, these transactions qualify as party-in-interest. Fees
paid by the Plan for the investment management services of Chase Manhattan Bank for
the years ended December 31, 2000 and 1999 were $37,000 and $32,000 respectively.




Schedule H, Item 4i - Schedule of Assets Held for Investment Purposes
The Savings Plan for Affiliates
as of December 31, 2000
       
       

(A)

(B)
Identity of issue, borrower, lessor or similar party

(C) Description of investment, including
maturity date, rate of interest, collateral,
par or maturity value

(E)
Current
Value

* PNC Investment Contract Fund Registered Investment Company $ 1,284,430
* BlackRock Intermediate Government Bond Fund Registered Investment Company $    771,279
* BlackRock Balanced Fund Registered Investment Company $ 1,015,637
  Investment Company of America Fund Registered Investment Company $ 2,219,458
* BlackRock Index Equity Fund Registered Investment Company $      13,319
  Janus Overseas Fund Registered Investment Company $      25,448
  Janus Fund Registered Investment Company $      57,608
  Federated Mid-Cap Fund Registered Investment Company $ 1,837,158
  Fidelity Advisor Value Stratification Fund Registered Investment Company $      14,489
  INVESCO Small Company Growth Fund Registered Investment Company $      10,103
* Carpenter Technology Corporation Common Stock Corporate Stocks - Common $ 1,526,503
  Participant Loans Loans to Participants - interest rate range
8.75% to 10.5%; no loans due past 5/10/09

$    404,250


* Party-in-Interest
 
 


Schedule H, Item 4j - Schedule of Reportable Transactions
The Savings Plan for Affiliates
for the year ended December 31, 2000

 
             
(A)
Identity of
Party Involved

(B)
Description of Asset

(C)
Purchase
Price
(D)
Selling
Price
(G)
Cost of
Asset
(H) Current Value
of Asset on
Transaction Date
(I)
Net Gain
or (Loss)
Chase Manhattan Bank George Putnam Fund of Boston $               - $1,021,471 $1,046,080 $1,046,080 $   (24,609)
Chase Manhattan Bank Vista Capital Growth Fund $               - $1,824,580 $1,580,237 $1,580,237 $  244,343 
Chase Manhattan Bank Vista Growth & Income Fund $               - $2,117,095 $2,126,224 $2,126,224 $     (9,129)
Chase Manhattan Bank Vista Premiere U.S. Government Money Market Fund $               - $1,170,070 $1,170,070 $1,170,070

$               -

Chase Manhattan Bank Vista U.S. Treasury Income Fund $               - $   701,922 $   691,384 $   691,384 $    10,539 
PNC Bank Investment Company of America Fund   $2,117,095 $               - $               - $2,117,095 $               -
PNC Bank Federated Mid Cap Fund $1,824,580 $               - $               - $1,824,580 $               -
PNC Bank BlackRock Balanced Fund $1,021,471 $               - $               - $1,021,471 $               -
PNC Bank BlackRock Intermediate Government Bond Fund    $   701,922 $               - $               - $   701,922 $               -
PNC Bank PNC Investment Contract Fund $1,170,070 $               - $               - $1,170,070 $               -



CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in the Registration Statement on Form
S-8 (number 2-83780) of Carpenter Technology Corporation of our report dated June 4,
2001 relating to the financial statements of The Savings Plan for Affiliates, which appears in
this Form 11-K
.




/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Philadelphia, PA
June 28, 2001


Last Updated on 6/19/01
By U00954

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