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 - February 28, 1997
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(Date of Earliest Event Reported)
CARPENTER TECHNOLOGY CORPORATION
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(Exact Name of Registrant as specified in its charter)
Delaware 1-5828
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(State of Incorporation) (Commission File No.)
23-0458500
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(IRS Employer I.D. No.)
101 West Bern Street, Reading, Pennsylvania 19603
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(Address of principal executive offices)
Registrant's telephone number, including area code: (610) 208-2000
Exhibit Index is on page __.
Item 2. Acquisition or Disposition of Assets.
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On February 28, 1997 (the "Merger Date"), Dynamet Incorporated, a
Pennsylvania corporation ("DI") was merged (the "Merger") with
and into a new-formed, wholly-owned subsidiary of the Registrant
("New DI") pursuant to the terms of an Agreement and Plan of
Merger dated January 6, 1997 (the "Merger Agreement"), and a
related Plan of Merger dated as of February 21, 1997 between DI
and New DI (the "Merger Plan"). A copy of the Merger Agreement
is filed as Exhibit 1 hereto, and the form of the definitive
Merger Plan is attached as Exhibit A to the Merger Agreement.
On the Merger Date, there were outstanding 305,616 shares of
Common Stock of DI ("DI Stock") held by four individuals and two
trusts. Each share of DI Stock outstanding immediately prior to
the effectiveness of the Merger was converted into the right to
receive $166.0581 in cash and 9.0704 shares of the Registrant's
Common Stock ("CarTech Stock"), resulting in payment of an
aggregate of $50,750,612.78 in cash and the issuance of an
aggregate of 2,772,058 whole shares (not including fractional
interests) of CarTech Stock (the "Merger Shares"). No fractional
shares of CarTech Stock were issued in the Merger. Pursuant to
the Merger Agreement and the Merger Plan, a DI Shareholder who
would have otherwise been entitled to such a fractional interest
was paid cash in an amount equal to $34 multiplied by the
fraction representing such fractional interest.
The terms of the Merger Agreement were determined as a result of
arms' length negotiations between officers and representatives of
the Registrant and the shareholders of DI and their
representatives. There are no material relationships in
existence between the DI shareholders and the Registrant or any
other of its affiliates, or its officers or directors or their
associates, except as created by the Merger Agreement. Pursuant
to the provisions of the Merger Agreement, Mr. Peter C. Rossin
has been elected as a member of the Registrant's Board of
Directors.
The Merger Shares were not registered under the Securities Act of
1933, having been issued without such registration in reliance
upon the exemption afforded by Section 4(2) of such Act.
However, the Merger Agreement provides the terms and conditions
upon which the Registrant will file with the Securities and
Exchange Commission a registration statement with respect to all
or a portion of the Merger Shares in order to permit a public
distribution thereof, if so requested by the holders of a
majority of the Merger Shares.
The acquisition of DI will be treated by the Registrant for
accounting purposes as a purchase.
Organized in 1967, DI has evolved into a substantial purchaser of
titanium bar and wire and of powdered metals for the aerospace
and tool industries.
Pursuant to the Merger Agreement, New DI sold to Trigon
Incorporated on the Merger Date the assets and business of its
Forged Products Division in consideration of the cash payment of
$2.6 million and the assumption of certain specified liabilities.
Trigon Incorporated is substantially owned by Mr. Peter Stephans,
a former DI shareholder, and trusts for his children.
It is the intention of the Registrant to continue to operate the
business of DI substantially as presently conducted, except as
impacted by the foregoing transaction.
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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Note: The Financial Statements of Business Acquired and Pro
Forma Financial Information hereinafter described under
subsections 9(a) and (b) will be filed by amendment to
this Report, to be filed not later than 60 days from
the filing date of this Report, in accordance with the
provisions of subsections 9(a)(4) and (b)(2) of Item 7
of Form 8-K.
(a) Financial Statements of Business Acquired
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The following financial statements of Dynamet
Incorporated are filed as a part of this report
beginning on page __ hereof:
Page No.
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Report of Price Waterhouse LLP as
to the Financial Statements for
the Year Ended December 31, 1996
Balance Sheets
as of December 31, 1995 and 1996
Statements of Income
for the Years Ended December 31,
1995 and 1996
Statements of Shareholders' Equity
for the Years Ended December 31, 1995
and 1996
Statements of Cash Flow for the
Years Ended December 31, 1995
and 1996
Notes to Consolidated Financial
Statements
(b) Pro Forma Financial Information.
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The following pro forma financial information with
respect to the transaction described in this Report is filed as a
part hereof, beginning on page __ hereof:
Pro Forma Balance Sheets as of
June 30, 1996 and December 31, 1996
Pro Forma Statements of Income
for the Year Ended June 30, 1996
and the six-month period ended
December 31, 1996
The historical financial statements of the
Registrant for the years ended June 30, 1996, 1995 and 1994
(as previously filed in the Registrant's Annual Report on
Form 10-K), and for the Six Months Ended December 31, 1996
(as previously filed on the Company's report on Form 10-Q)
are hereby incorporated by reference.
(c) Exhibits.
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Ref. No. Per
Table II Under
Item 601(a) of
Regulation S-K Description of Exhibit Exhibit No.
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(2) Agreement and Plan of 1
Merger dated January
6, 1997 by and among
Dynamet Incorporated,
Shareholders of Dynamet
Incorporated and
Carpenter Technology
Corporation
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 __, 1997 CARPENTER TECHNOLOGY CORPORATION
By:_______________________________
G. Walton Cottrell
Senior Vice President-Finance
Chief Financial Officer