-----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, J9hgt++ZyxBIdfaKkIhiUwjo7+k7bNS5kzf87wHMiRQ2ms1DirOM2HSMqmtMV416 ra6Y4WmElhFQ6VsYqH8kgg== 0000888918-98-000046.txt : 19981109 0000888918-98-000046.hdr.sgml : 19981109 ACCESSION NUMBER: 0000888918-98-000046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981106 ITEM INFORMATION: FILED AS OF DATE: 19981106 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: 8-K SEC ACT: SEC FILE NUMBER: 000-20490 FILM NUMBER: 98738935 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 8-K 1 NEWS RELEASE ON CLOSURE OF PRODUCTION UNITS 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 (Date of earliest event reported): November 6, 1998 THE CARBIDE/GRAPHITE GROUP, INC. Delaware 0-20490 25-1575609 (State of Incorporation) (Commission File Number) (IRS Employer Identification Code) One Gateway Center, 19th Floor Pittsburgh, PA 15222 (Address of principal executive offices) Registrant's telephone number, including area code: (412) 562-3700 Item 1 through Item 4: Not applicable. Item 5 -- Other Events: Current Developments Update - --------------------------- On November 6, 1998, the Company announced the following information with respect to the closure of certain production facilities and the Company's expected results for its fiscal first quarter ended October 31, 1998: Pittsburgh, PA - November 6, 1998 - The Carbide/Graphite Group, Inc. (NASDAQ NNM: CGGI) today announced that it plans to close its highest-cost graphitizing and baking operations in St. Marys, Pennsylvania, which account for approximately 12% of the Company's total electrode production capacity. A 60-day notice, as required by the WARN Act, has been given in order to prepare for the closure by January 1999. Walter B. Fowler, Chief Executive Officer, commented, "The combination of high operating costs and weaker electrode prices has made it uneconomic to continue to produce in our St. Marys Acheson graphitizing units and corresponding baking units. It was our intention to begin construction in 1999 of a new longitudinal graphitizing facility at our Niagara Falls, New York plant which would have replaced these older, less efficient Acheson units. However, as a result of current market conditions, this project has been placed on hold and will be reconsidered at a later date. This delay in capital spending and the cost reduction efforts we have initiated will conserve cash and help sustain profitability during this period of reduced electrode demand." The Company will record a pre-tax, substantially non-cash charge of approximately $8.0 million in its fiscal first quarter ended October 31, 1998 to provide for the write down of fixed assets associated with the units to be closed, as well as other closure and severance costs. Excluding the effects of this one-time charge, preliminary results for the fiscal first quarter ended October 31, 1998 are approximately $0.38 per share (diluted basis). The Company plans to release details of its first quarter results on Thursday, November 19. The Carbide/Graphite Group, Inc. is a leading manufacturer of industrial graphite, premium needle coke and calcium carbide products with manufacturing facilities in St. Marys, Pennsylvania; Niagara Falls, New York; Louisville and Calvert City, Kentucky; and Seadrift, Texas. (Continue) Note: This release may contain forward-looking statements that are based on current expectations, estimates and projections about the industries in which the Company operates, management's beliefs and assumptions made by management. Words such as "expects," "anticipates," "intends," "plans," "believes," "estimates" and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, and are subject to the safe harbor created thereby. These statements are based on a number of assumptions that could ultimately prove inaccurate and, therefore, there can be no assurance that such statements will prove to be accurate. Factors which could affect actual future results include the occurrence of unanticipated events or circumstances relating to investigations by the Department of Justice, the antitrust enforcement authorities of the European Union or related civil lawsuits as well as the assertion of other claims relating to such investigations or lawsuits or the subject matter thereof. Such factors also include the possibility that increased demand or prices for the Company's products may not occur or continue, changing economic and competitive conditions (including currency exchange rate fluctuations), technological risks and other risks, costs and delays associated with the start-up and operation of major capital projects (including the Company's modernization program), changing governmental regulations (including environmental rules and regulations) and other risks and uncertainties, including those detailed in the Company's filings with the Securities and Exchange Commission. ### Item 6 through Item 9: Not applicable. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the following hereunto duly authorized. The Carbide/Graphite Group, Inc. /s/ Walter B. Fowler ------------------------------------------- Walter B. Fowler - Chief Executive Officer Dated: November 6, 1998 3 -----END PRIVACY-ENHANCED MESSAGE-----