-----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, UfGsiHefs0R8AWRCykHwZsKfig/RNzskdGegya85usMPBlquyyDqYjrTQfm0Mc4S OvemAl0HWFcG6frsqVsu5A== 0000017843-98-000013.txt : 19980317 0000017843-98-000013.hdr.sgml : 19980317 ACCESSION NUMBER: 0000017843-98-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980309 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980316 SROS: NYSE 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: 8-K SEC ACT: SEC FILE NUMBER: 001-05828 FILM NUMBER: 98565887 BUSINESS ADDRESS: STREET 1: 101 WEST BERN ST CITY: READING STATE: PA ZIP: 19601 BUSINESS PHONE: 2152082000 MAIL ADDRESS: STREET 1: 101 WEST BERN ST CITY: READING STATE: PA ZIP: 19601 8-K 1 FORM 8-K STOCK OFFERING 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 ------------------------------- (Date of Earliest Event Reported) Carpenter Technology Corporation ------------------------------------------------------------- (Exact Name of Registrant as specified in its charter) Delaware 1-5828 23-0458500 - ------------------ ---------------- ------------------ (State of Incorporation) (Commission File No.) (IRS Employer I.D. No.) 101 West Bern Street, Reading Pennsylvania, 19601 ------------------------------------------------- (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 Item 5. Other Events. ------------ 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. --------------------------------- (a) and (b) None. c Exhibits: Item 99. Press Release dated March 9, 1998. Page 2 of 5 SIGNATURES ---------- 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 ----------------------------- John R. Welty Vice President General Counsel and Secretary Page 3 of 5 EX-99 2 EXHIBIT INDEX EXHIBIT INDEX Sequential Exhibit Description Page Number - ------- ----------- ----------- Item 99 Press release dated March 9, 1998 5 Page 4 of 5 EX-99 3 PRESS RELEASE 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. # # # (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.) -----END PRIVACY-ENHANCED MESSAGE-----