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 - September 25, 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 (IRS Employer
File No.) 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 9
Page 1 of 9
Item 5. Other Events.
------------
The Registrant announced on September 26, 1997, that on
September 25, 1997, the Registrant executed an Agreement and Plan
of Merger with Talley Industries, Inc. (Talley") to acquire all
of the stock of Talley. The aggregate value of the transaction
will be approximately $312 million, representing $185 million to
acquire Talley's 15.4 million outstanding common and preferred
shares and the assumption of debt. The Registrant will initiate
an all-cash tender offer for all outstanding shares of common and
preferred stock of Talley. The offer price will be $12.00 per
common share, $11.70 per share of Series A convertible preferred
stock and $16.00 per share of Series B convertible preferred
stock. The offer will expire at midnight (Eastern Standard Time)
on October 30, unless it is extended. The offer is conditioned
on shares representing a majority of the voting power of Talley
stock being tendered and other customary conditions, including
approval under the Hart-Scott-Rodino Anti-Trust Improvements Act
of 1976. Following completion of the tender offer the registrant
intends to acquire the balance of Talley stock in a merger.
Talley operates a stainless steel products group, which
includes Talley Metals Technology, Inc., a modern mini-mill that
produces more than 50 grades of stainless steels or specialty
alloys, and Amcan Specialty Steels, Inc., a master distributor
for these and other stainless products. Both units are based in
Hartsville, South Carolina. Amcan has distribution locations in
South Carolina, New Jersey, Pennsylvania, Illinois and Texas.
Talley also has an industrial products group and a
government products and services group. The Registrant expects
to divest the companies in these groups after the acquisition.
Item 7. Financial Statement and Exhibits.
--------------------------------
(a) and (b) None.
(c) Exhibits:
Item 99. Press Release dated September 26, 1997.
Page 2 of 9.
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: September 30, 1997 CARPENTER TECHNOLOGY CORPORATION
(Registrant)
By: s/John R. Welty
-----------------------------
John R. Welty
Vice President
General Counsel and Secretary
Page 3 of 9