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 19, 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 6
Page 1 of 6
Item 2. Acquisition or Disposition of Assets.
-------------------------------------
On February 19, 1998, in a special shareholders' meeting, the shareholders
of Talley Industries, Inc. ("Talley"), a Phoenix-based company, approved the
merger of Talley with a subsidiary of the Registrant, giving the Registrant
100 percent ownership of Talley. Before the special shareholders' meeting, the
Registrant owned approximately 75 percent of the outstanding shares of Talley.
The shares were purchased in a tender offer concluded in December 1997. As a
result of the merger effected on February 19, 1998, the remaining Talley shares
were converted into the right to receive cash amounts payable to the Talley
shareholders. The cash amounts are equivalent to the tender offer prices.
In addition to a stainless steel products group, Talley has an industrial
products group and a government products and services group. The Registrant is
in the process of divesting the latter two groups.
Item 7. Financial Statement and Exhibits.
---------------------------------
(a) and (b) None.
(c) Exhibits:
Item 99. Press Release dated February 19, 1998.
Page 2 of 6
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: February 26, 1998 CARPENTER TECHNOLOGY CORPORATION (Registrant)
By: s/John R. Welty
-----------------------
John R. Welty
Vice President
General Counsel and Secretary
Page 3 of 6