-----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, QbzF8oNrL1SMTxPsAaTHscaB7Xytpx6hkiAXgBygxSxVMdqXk461K7RFdkotZyow 1XFx6SYZa+k2PDwk6BGcOg== 0000888918-96-000008.txt : 19960605 0000888918-96-000008.hdr.sgml : 19960605 ACCESSION NUMBER: 0000888918-96-000008 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960604 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARBIDE GRAPHITE GROUP INC /DE/ CENTRAL INDEX KEY: 0000888918 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 251575609 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-01408 FILM NUMBER: 96576400 BUSINESS ADDRESS: STREET 1: ONE GATEWAY CTR STREET 2: 19TH FL CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4125623700 MAIL ADDRESS: STREET 1: ONE GATEWAY CTR STREET 2: 19TH FL CITY: PITTSBURGH STATE: PA ZIP: 15222 424B3 1 PROSPECTUS SUPPLEMENT DATED JUNE 4, 1996 Prospectus Supplement Rule 424 (b3) (To Prospectus dated March 1, 1996, as Registration Statement supplemented by Prospectus Supplement File No. 333-1408 dated March 6, 1996) 1,458,000 Shares The Carbide/Graphite Group, Inc. Common Stock --------------------------- This Prospectus Supplement relates to the offer and sale of 1,458,000 shares of $0.01 par value common stock (the "Common Stock") of The Carbide/Graphite Group, Inc. (the "Company") which may be offered for sale hereby, including shares of Common Stock which may be issuable upon exercise of outstanding stock options and shares offered for resale following such exercise, from time to time, by any or all of the selling stockholders named herein (the "Selling Stockholders"). See "Security Ownership of Selling Stockholders" contained in this Prospectus Supplement. The Company will not receive any of the proceeds from the sale of such shares. On March 1, 1996, 2,457,958 shares of Common Stock (the "Registered Shares") were registered with the Securities and Exchange Commission on Form S-1. On March 6, 1996, 999,958 shares of the Registered Shares were offered pursuant to a Prospectus Supplement and sold by certain selling stockholders named therein through an underwritten public offering. The 1,458,000 shares of the remaining Registered Shares may be offered for sale hereby. The Common Stock is quoted on the Nasdaq National Market under the symbol "CGGI." On June 3, 1996, the last reported sale price of the Company's Common Stock as reported by the Nasdaq National Market was $19.50 per share. SEE "RISK FACTORS" COMMENCING ON PAGE 8 OF THE ACCOMPANYING PROSPECTUS FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY. --------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------------- The shares of Common Stock to which this Prospectus Supplement relates may from time to time be offered and sold by the Selling Stockholders to or through underwriters, through one or more agents or dealers or directly to purchasers. The shares of Common Stock may be sold by the Selling Stockholders from time to time, in ordinary brokers' transactions through the Nasdaq National Market at the price prevailing at the time of such sale. The commission payable will be the regular commission a broker receives for effecting such sales. The shares of Common Stock may also be offered in block trades, private transactions, or otherwise. The net proceeds to the Selling Stockholder will be the proceeds received by him upon such sales, less brokerage commissions. All expenses of registration in connection with this offering are being borne by the Company, but the Selling Stockholders will pay any brokerage fees and other expenses of sale incurred by them. See "Plan of Distribution" in the accompanying Prospectus. --------------------------- The date of this Prospectus Supplement is June 4, 1996 SECURITY OWNERSHIP OF SELLING STOCKHOLDERS The following table sets forth certain information, as of the date of this Prospectus Supplement, regarding the beneficial ownership of Common Stock by each of the Selling Stockholders.
Beneficial Ownership Beneficial Ownership Prior to sale under this After sale under this Prospectus Supplement Prospectus Supplement (1)(2) (1)(2) -------------------------- --------------------------- Beneficial Owner Number Percentage Number Percentage - ------------------------------------------------------- ---------- ------------- ---------- -------------- Nicholas T. Kaiser (3)................................ 455,000 5.5% + - One Gateway Center, 19th Floor Pittsburgh, PA 15222 Ronald N. Clawson (3)................................. 180,000 2.2 + - Walter B. Fowler (3).................................. 100,000 1.2 + - Stephen D. Weaver (3)................................. 45,000 0.6 + - James G. Baldwin (3).................................. 75,000 0.9 + - James R. Ball (3)..................................... 15,000 0.2 + - Ronald B. Kalich (3).................................. 10,000 0.1 + - Roger Mulvihill (3)................................... 8,000 0.1 + - Paul F. Balser (3).................................... - - - - Mark E. Jennings (3).................................. - - - - Robert M. Howe (4).................................... - - - - All officers and directors as a group (11 persons).... 888,000 10.5 + - Paul E. Stine.......................................... 90,000 1.1 + - Vice President - Carbide Sales Millard E. Walck....................................... 62,500 0.8 + - Controller (Niagara Falls) John P. Monago......................................... 55,000 0.7 + - Vice President and Plant Manager (Niagara Falls) David F. Higginbotham.................................. 42,500 0.5 + - International Sales Manager Walter E. Damian....................................... 35,000 0.4 + - Vice President - Human Resources Michael A. Kokoska..................................... 35,000 0.4 + - District Sales Manager Robert G. Pepler (5).................................. 30,000 0.4 + - Vice President and Plant Manager (Calvert City) Ara P. Hacetoglu (6).................................. 27,500 0.3 + - Vice President and Plant Manager (Louisville) Stanley L. Foster...................................... 25,000 0.3 + - Director - Environment and Planning Donald S. Masyada...................................... 25,000 0.3 + - Vice President - Electrode Sales Peter E. Younghans (7)................................ 22,500 0.3 + - Vice President and Plant Manager (St. Marys) Samuel L. Hoff......................................... 20,000 0.2 + - Director - Raw Materials Technology Jim J. Trigg (8)...................................... 20,000 0.2 + - General Manager - Seadrift Coke, L.P. Gerald N. Casillo...................................... 18,000 0.2 + - Manager - Production and Process Engineering Robert G. Keys......................................... 15,000 0.2 + - Maintenance Manager - Seadrift Coke, L.P. Stewart W. Robinson.................................... 15,000 0.2 + - Vice President - Technical (Carbide)
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Beneficial Ownership Beneficial Ownership Prior to sale under this After sale under this Prospectus Supplement Prospectus Supplement (1)(2) (1)(2) -------------------------- --------------------------- Beneficial Owner Number Percentage Number Percentage - ------------------------------------------------------- ---------- ------------- ---------- -------------- Frank L. Sizemore...................................... 15,000 0.2% + - Maintenance Manager (Louisville) Joseph A. Garvelli..................................... 12,500 0.2 + - Controller - Seadrift Coke, L.P. Roger C. Fritz......................................... 2,500 * + - Manager - Information Systems Leo E. Ehrensberger.................................... 2,000 * + - Controller (St. Marys)
- ------------------ + This Prospectus Supplement and the accompanying Prospectus relate to all shares and shares issuable upon the exercise of options held by the individual. In the event such individual sold all such shares, the amount of beneficial ownership of shares reflected in this table would be zero. * Less than 0.1%. (1) Unless otherwise noted, each stockholder has sole voting and investment power with respect to the shares shown. (2) Unless otherwise noted, includes shares of Common Stock issuable upon the exercise of vested stock options exercisable within 60 days. (3) For a discussion of the position, office or other material relationship between the Company and the Selling Stockholder, see "Management" and "Certain Transactions" in the accompanying Prospectus. (4) Mr. Howe was elected to the Company's Board of Directors in April 1996. (5) Includes 30,000 shares issuable upon the exercise of options, 22,500 of which are vested and exercisable. (6) Includes 27,500 shares issuable upon the exercise of options, 20,000 of which are vested and exercisable. (7) Includes 22,500 shares issuable upon the exercise of options, none of which are vested and exercisable. (8) Includes 15,000 shares issuable upon the exercise of options, 7,500 of which are vested and exercisable. --------------------------- Fiscal 1996 Third Quarter Financial Data For the third quarter ended April 30, 1996, the Company reported earnings from continuing operations of $4.0 million, or $0.46 per share, compared with $3.1 million, or $0.40 per share in the fiscal 1995 third quarter. During the current quarter, weighted average common and common equivalent shares increased 11.1% over the prior year. A $0.1 million extraordinary charge associated with the repurchase of $1.0 million in Senior Notes reduced the third quarter's net income to $3.9 million, or $0.45 per share. Net sales for the quarter ended April 30, 1996 were $65.2 million, compared with $66.7 million in the fiscal 1995 third quarter. Graphite electrode product sales were relatively unchanged at $45.1 million, while calcium carbide product sales decreased 5.7% to $20.0 million. Within the graphite electrode products segment, graphite electrode net sales for the quarter ended April 30, 1996 were down 3.9% to $32.3 million due to a 12.0% decrease in shipments during the current quarter, principally due to lower demand from several European electrode customers. Also, a domestic customer "buy ahead" in the quarter ended January 31, 1996 resulted in lower domestic shipments in the current quarter. A 9.2% increase in the net sales price of graphite electrodes partially offset the effect of the lower shipments. Needle coke sales for the current quarter were $4.5 million, versus $4.4 million in the prior year comparable quarter. A 15.6% increase in the net sales price of needle coke was partially offset by a 11.1% decrease in needle coke shipments, such decline being due primarily to increased internal usage of needle coke. Net sales in the quarter ended April 30, 1996 included approximately $4.2 million of sales at cost to SGL Carbon Corporation related to a supply agreement which was entered into in January 1995 in connection with the sale of the Company's graphite specialty products business. Sales of other graphite specialty material of $4.2 million increased $1.2 million, or 40.5% as compared to the quarter a year ago, principally due to increased shipments. Calcium carbide product sales were lower versus a year ago due to lower desulfurization products shipments and a 3.0% decrease in the average net sales price. The decrease in shipments was primarily due to timing, while the decrease in price was due to increased competition in the desulfurization market as a result of a new entrant. SS-3 During the quarter ended April 30, 1996, the Company generated $8.0 million in operating income, versus $7.8 million in the comparable prior year quarter. Benefits derived from higher selling prices for graphite electrodes and needle coke and lower selling, general and administrative expenses were partially offset by higher decant oil costs, which were 15.7% higher as compared to a year ago, coupled with the effect of lower electrode and needle coke shipments. See "Risk Factors - Limited Availability and Pricing of Needle Coke Feedstocks" in the accompanying Prospectus. Also, other income associated with a consulting agreement was approximately $0.8 million lower in the quarter ended April 30, 1996. During the quarter ended April 30, 1996, the Company realized a $0.4 million tax benefit associated with fiscal 1995 taxes from its foreign sales corporation. The following table reflects certain financial data of the Company as of and for the quarter and nine months ended April 30, 1996 and 1995:
Quarter ended April 30, Nine Months Ended April 30, ------------------------------ ------------------------------ 1995 1996 1995 1996 -------------- -------------- -------------- -------------- (Amounts in thousands, except share & per share information) (Unaudited) Net sales ................................ $ 66,684 $ 65,174 $ 177,494 $ 193,486 Cost of goods sold ....................... 55,510 53,478 145,385 159,930 Selling, general and administrative ...... 3,507 3,119 10,467 9,268 Other compensation ...................... 599 588 1,896 1,474 Other expense (income) ................... (777) 24 (2,131) (253) -------------- -------------- -------------- -------------- Operating income .................... 7,845 7,965 21,877 23,067 Special financing expenses (A) ........... 203 286 203 889 Interest expense ......................... 2,675 2,148 7,857 6,989 -------------- -------------- -------------- -------------- Income before income taxes .......... 4,967 5,531 13,817 15,189 Provision for income taxes ............... 1,838 1,551 5,115 4,857 -------------- -------------- -------------- -------------- Income from continuing operations ... 3,129 3,980 8,702 10,332 Discontinued operations, net of tax provision (B) ....................... -- -- 16,382 -- Extraordinary loss, net of tax benefit (C) -- (67) -- (2,000) -------------- -------------- -------------- -------------- Net income ..................... $ 3,129 $ 3,913 $ 25,084 $ 8,332 ============== ============== ============== ============== Earnings Per Share Information: Weighted average common and common equivalent shares ................... 7,827,681 8,699,653 7,739,876 8,496,116 Income from continuing operations ........ $ 0.40 $ 0.46 $ 1.12 $ 1.22 Net income (B) (C)....................... $ 0.40 $ 0.45 $ 3.24 $ 0.98
Balance Sheet Summary: April 30, 1995 July 31, 1995 April 30, 1996 -------------------- --------------------- --------------------- Cash & cash equivalents (D) ............. $ 32,801 $ 42,656 $ 28,682 Total assets ............................ 206,692 214,409 205,820 Long-term debt .......................... 110,000 110,000 84,284 Stockholders' equity .................... 39,954 43,012 69,430
A Represents accounting, legal, printing and other fees incurred in connection with stock offerings. B The nine months ended April 30, 1995 include the net gain and net operating results of the graphite specialty products business sold in January 1995. C The quarter and nine months ended April 30, 1996 include the net charges for the premiums paid and the write-off of deferred financing costs associated with the repurchases of Senior Notes. D Includes short-term investments. SS-4 -----END PRIVACY-ENHANCED MESSAGE-----