-----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, RAJqL1X+PX2UDQjIN0Y9vxBxWZcu6x23Niw+vMH/70pLkpHAlNhk3LFKngQTrLLL ko0xsGBq13lCT2IV3kAKgQ== 0000017843-99-000022.txt : 19990701 0000017843-99-000022.hdr.sgml : 19990701 ACCESSION NUMBER: 0000017843-99-000022 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990630 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: 99656777 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 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 - - >
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 - -------------------------------------------------------------------------------------------------------------- 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 ============================================================================================================
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 - - - - - > 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 - ------------------------------------------------------------------------------------------------------------ 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 ==============================================================================================================
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
(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 - ---------------------------------------------------------------------------------------------------------------------------------- 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
The Savings Plan for Affiliates Line 27(b) - Schedule of Loans or Fixed Income Obligations December 31, 1998
(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 - ---------------------------------------------------------------------------------------------------------------------------------- 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
The Savings Plan for Affiliates Line 27(b) - Schedule of Loans or Fixed Income Obligations December 31, 1998
(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 - ---------------------------------------------------------------------------------------------------------------------------------- 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
The Savings Plan for Affiliates Line 27(b) - Schedule of Loans or Fixed Income Obligations December 31, 1998
(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 - ---------------------------------------------------------------------------------------------------------------------------------- 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
The Savings Plan for Affiliates Line 27(b) - Schedule of Loans or Fixed Income Obligations December 31, 1998
(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 - ---------------------------------------------------------------------------------------------------------------------------------- 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
The Savings Plan for Affiliates Line 27(b) - Schedule of Loans or Fixed Income Obligations December 31, 1998
(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 - ---------------------------------------------------------------------------------------------------------------------------------- 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
The Savings Plan for Affiliates Line 27(b) - Schedule of Loans or Fixed Income Obligations December 31, 1998
(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 - ---------------------------------------------------------------------------------------------------------------------------------- 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
The Savings Plan for Affiliates Line 27(d) - Schedule of Reportable Transactions for the year ended December 31, 1998
(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 - ----------------------------------------------------------------------------------------------------------------------- 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)
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 -----END PRIVACY-ENHANCED MESSAGE-----