0000017843-12-000002.txt : 20120302 0000017843-12-000002.hdr.sgml : 20120302 20120302153817 ACCESSION NUMBER: 0000017843-12-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120229 FILED AS OF DATE: 20120302 DATE AS OF CHANGE: 20120302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HICKS THOMAS O CENTRAL INDEX KEY: 0000938201 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05828 FILM NUMBER: 12662811 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 2 MERIDIAN BOULEVARD CITY: WYOMISSING STATE: PA ZIP: 19612 BUSINESS PHONE: 6102082000 MAIL ADDRESS: STREET 1: PO BOX 14662 CITY: READING STATE: PA ZIP: 19612-4662 4 1 edgar.xml PRIMARY DOCUMENT X0304 4 2012-02-29 0000017843 CARPENTER TECHNOLOGY CORP CRS 0000938201 HICKS THOMAS O C/O CARPENTER TECHNOLOGY CORPORATION PO BOX 14662 READING PA 19612 1 0 0 0 Common Stock 2012-02-29 4 A 0 7666028 A 7666028 I Described in Explanation of Responses Director Stock Option (Right to Buy) 51.30 2012-02-29 4 A 0 4000 A 2013-02-28 2022-02-28 Common Stock 4000 4000 D Director Stock Units 2012-02-29 4 A 0 1030.582 A Common Stock 1030.582 1030.582 D See (1) below The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. The reporting person was granted an option to purchase stock as part of his director's compensation. Converts to common stock on a 1-for-1 basis Payable upon the later of separation of service or a specified date or event The reporting person was granted restricted stock units under the Carpenter Technology Corporation Stock-Based Compensation Plan for Non-Employee Directors. (1) The reporting person is an affiliate of HHEP-Latrobe, L.P., which is an affiliate of Toolrock Investments, LLC ("Toolrock"). In connection with the acquisition of Latrobe Specialty Metals, Inc. ("Latrobe") pursuant to an agreement and plan of merger entered into by the Issuer on Jun 20, 2011 (the "Merger Agreement") and closed on February 29, 2012 (the "Closing Date"), Toolrock received 7,666,028 shares of the common stock of the Issuer in exchange for all of Toolrock's common and preferred shares of Latrobe. The exchange of Latrobe capital stock for the common stock of the Issuer was determined using the average of the closing price of the Issuer's common stock reported by the New York Stock Exchange for the ten trading days ending on the fourth business day prior to the Closing Date, which was $53.46. 1,163,148 of the 7,666,028 are held in escrow pursuant to the terms of the Merger Agreement to secure Latrobe's indemnification obligations and to account for pension funding issues of Latrobe. Additional information regarding the transaction (including copies of the Merger Agreement and all amendments thereto) may be found in the Issuer's Current Reports on Form 8-K filed with the Securities and Exchange Commission on June 21, 2011, January 18, 2012, and March 1, 2012. James D. Dee/POA 2012-03-02