-----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, MaAtOr1n5BLivLnTrrzjlE2tI66ITQoUoBhYoFIvYQYr5EE3nKZ8ID2UYg86tz5N CNhC+J/AB4VE1pJxsAvung== 0000017843-97-000002.txt : 19970113 0000017843-97-000002.hdr.sgml : 19970113 ACCESSION NUMBER: 0000017843-97-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970106 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970110 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: 1934 Act SEC FILE NUMBER: 001-05828 FILM NUMBER: 97503968 BUSINESS ADDRESS: STREET 1: PO BOX 14662 CITY: READING STATE: PA ZIP: 19612-4662 BUSINESS PHONE: 2152082000 MAIL ADDRESS: STREET 1: P O BOX 14662 CITY: READING STATE: PA ZIP: 19612-4662 8-K 1 FORM 8-K 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 - January 6, 1997 (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 ID 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 7. Item 5. Other Events. The Registrant announced on January 7, 1997, that on January 6, 1997, the Registrant executed an Agreement and Plan of Merger with Dynamet Incorporated ("Dynamet") to acquire all of the stock of Dynamet. The purchase price will be approximately $150,000,000 payable in 2.8 million shares of Registrant's stock and $51,000,000 in cash plus assumption of Dynamet's debt of approxi- mately $11,000,000. Dynamet is a privately held manufacturer of titanium bar, wire and powder products which employs 320 people at its facilities in Washington, McMurray and Bridgeville Pennsylvania; Clearwater Florida; and Stanton California. The acquisition is scheduled to be completed in early March and will be subject to a due diligence review and approvals under the Hart-Scott-Rodino Anti-Trust Improvements Act. After the acquisition, P. C. Rossin, Dynamet s founder and current chairman and CEO, will join the Registrant's Board of Directors. Item 7. Financial Statement and Exhibits. (a) and (b) None. (c) Exhibits: Item 99. Press Release dated January 7, 1997 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: January 10, 1997 Carpenter Technology Corporation (Registrant) By: s/John R. Welty _________________________________ John R. Welty Vice President General Counsel and Secretary EX-99 2 EXHIBIT INDEX EXHIBIT INDEX Sequential Exhibit Description Page Number Item 99 Press Release dated January 7, 1997 5 EX-99 3 PRESS RELEASE Katharine Marshall (610) 208-3034/ Cathy Bower IMMEDIATE RELEASE (610) 208-2639 CARPENTER ANNOUNCES MAJOR ACQUISITION, SHORT-TERM BUSINESS OUTLOOK Reading, PA (January 7, 1997) -- Carpenter Technology Corporation (NYSE:CRS) announced today that it plans to acquire Dynamet Incorporated, a privately-held manufacturer of titanium bar, wire and powder products, for approximately $150 million in stock and cash, and assumption of Dynamet's debt of approximately $11 million. In a conference call this morning with major shareholders and analysts, Carpenter Chairman, President and CEO Robert W. Cardy also moderated the business outlook for Carpenter s fiscal year 1997 earnings (for the year ending June 30, 1997), disclosing that earnings this year would be lower than last fiscal year s record earnings. Cardy cited customer inventory adjustments in some industries and the need to reduce Carpenter's own inventories as the reasons for his current earnings projection. Dynamet acquisition Pending Hart-Scott-Rodino approval and final due diligence, Carpenter expects to complete the acquisition of Dynamet, a Washington, Pa., company, by early March 1997. It will be the largest acquisition in Carpenter's 108-year history. MORE page2/Carpenter Carpenter s vision is to be a growing, global specialty materials company, and that has led to six acquisitions in the past few years to extend the Corporation s product line, geographic reach and metals manu- facturing capacity, Cardy says. With the acquisition of Dynamet, Carpenter will establish a strategic position in the titanium bar and wire market segment. Titanium is predominantly used by the aerospace, medical and sports products industries -- industries that Carpenter serves with its line of stainless steels, high temperature alloys and engineered products. The Dynamet acquisition particularly allows Carpenter to better satisfy the aerospace industry s needs for a range of technically advanced materials - -- these materials make possible continued innovation and higher performance levels in new aircraft -- and to help realize Carpenter s goal of profitable growth. In fiscal year 1996 (ended June 30, 1996), the aerospace market was Carpenter's largest, accounting for 15 percent of the company's sales. Dynamet is owned by two families: the family of P.C. Rossin, 73, Dynamet's founder and current chairman and CEO, and the family of Peter N. Stephans, 54, the current president and chief operating officer. After the acquisition, Rossin will join Carpenter s Board of Directors. Stephans will serve as a consultant to the business. Stephans plans to purchase Dynamet s forged products operation (McMurray, Pa.) following closing for cash and assumption of debt, for a total of approximately $4 million. Robert J. Torcolini, currently vice president of Manufacturing Operations for Carpenter's Steel Division, will become president of Dynamet at closing. MORE page 3/Carpenter Carpenter will finance the $150 million purchase of Dynamet by issuing 2.8 million shares of Carpenter common stock and $51 million of cash. Carpenter expects the purchase to have no effect on fiscal year 1997 earnings per share and to be accretive to earnings per share beginning in fiscal year 1998 (ending June 30, 1998). Carpenter's Business Outlook The aerospace, power generation and oil and gas exploration markets remain strong for Carpenter, Cardy said in the conference call today. Major stainless bar and wire customers, however, have been adjusting their inventories, reducing the need for Carpenter s products short-term, he said. We're confident that long-term growth opportunities exist worldwide in our product lines, Cardy said. We are continuing to implement our previously announced capital expenditure program to increase manufacturing capacity, improve quality and reduce operating costs, so that we can be competitive in global markets. Carpenter is a major producer of specialty metals and also manufactures engineered products, such as ceramic cores for the casting industry and injection-molded parts from ceramics and metal. The company employs more than 4,600 people in North America, Europe and Asia, and, in fiscal year 1996, had sales of $865 million. Dynamet employs 320 people at its plants in Clearwater, Fla.; Washington, McMurray and Bridgeville, Pa.; and its warehouse in Stanton, Calif. Estimated sales for 1996 are more than $100 million. The company currently hot rolls and finishes titanium and nickel-based alloys in coils, bar, shapes and wire; forges and machines components for the medical and aerospace industries; and makes powder alloys for the aerospace and tooling industries. # # # -----END PRIVACY-ENHANCED MESSAGE-----