-----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, GqQIOCVFYC/hu7zvkgSL7R8ZPXnVJCDdryuKNEg0eyR/lRwpbmzfQxHDGb7FrfAP 6uqC70vYwFkXsLRpMaqwmQ== 0000950128-01-500497.txt : 20010906 0000950128-01-500497.hdr.sgml : 20010906 ACCESSION NUMBER: 0000950128-01-500497 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010904 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010905 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: 1934 Act SEC FILE NUMBER: 001-15055 FILM NUMBER: 1731258 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 j9020001e8-k.txt THE CARBIDE/GRAPHITE GROUP, INC. FORM 8-K 1 ================================================================================ UNITED STATES 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) September 4, 2001 Commission file number: 0-20490 THE CARBIDE/GRAPHITE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 57-1575609 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Gateway Center, 19th Floor Pittsburg, PA 15222 (Address of principal executive offices) (412) 562-3700 (Registrant's telephone number, including area code) None ----------------------------------------------------------- (former name or former address, if changed since last year) ================================================================================ 2 ITEMS 1, 2, 3, 4, 6, 8 AND 9 Not applicable. ITEM 5. OTHER EVENTS On September 4, 2001, the Registrant issued a press release announcing that (i) its previously-announced financial restructuring transaction with Questor Management Company LLC and the bank group under its $135 million revolving credit facility no longer appeared to be feasible and that the Registrant was continuing to work with Questor and the bank group in an attempt to complete an alternate transaction, (ii) the bank group has extended until September 7, 2001 the expiration date of a previously issued waiver related to the Registrant's non-compliance with certain financial covenants during its fiscal year ended July 31, 2000 and (iii) the Registrant has been notified by The NASDAQ Stock Market that the price of the Registrant's common stock has fallen below the minimum thresholds required for listing on the NASDAQ National Market System. A copy of the press release is attached as an exhibit to this report and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED Not Applicable (b) PRO FORMA FINANCIAL INFORMATION Not Applicable (c) EXHIBIT NO. 99.1 Press Release Dated September 4, 2001 3 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. THE CARBIDE/GRAPHITE GROUP, INC. By: /s/ Walter B. Fowler ------------------------------------------- Walter B. Fowler - Chief Executive Officer Dated: September 4, 2001 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ------- ------------------------------------------ 99.1 Press Release Dated September 4, 2001 EX-99.1 3 j9020001ex99-1.txt PRESS RELEASE 1 Exhibit 99.1 FOR IMMEDIATE RELEASE THE CARBIDE/GRAPHITE GROUP, INC. REPORTS PREVIOUSLY-ANNOUNCED FINANCIAL RESTRUCTURING PLAN NOT FEASIBLE; ALTERNATIVES UNDER CONSIDERATION Pittsburgh, Pennsylvania - September 4, 2001 - The Carbide/Graphite Group, Inc. (NASDAQ NNM: CGGI) reported today that its previously-announced financial restructuring transaction with affiliates of Questor Management Company ("Questor") and the bank group under its $135 million revolving credit facility (the "Bank Group") no longer appears to be feasible. Under such previously-announced transaction, Questor would have purchased $49 million in newly-issued preferred stock of the Company and current stockholders would have had the right to participate in a $15 million rights offering to invest in preferred stock on the same terms. The Company continues to work with Questor and the Bank Group to complete an alternate transaction whereby Questor would invest $65 million and the Bank Group would restructure their loans. However, it is unlikely that the value of the common equity can be preserved under the alternatives presently being considered, although such alternatives are currently not expected to have a significant effect on the Company's trade vendors or its on-going operations. In connection with the Company's discussions with the Bank Group, the Bank Group has extended the expiration date of a previously-issued waiver related to the Company's non-compliance with certain financial covenants during its fiscal year ended July 31, 2000. Such waiver has been extended until September 7, 2001. The Company was also recently notified by The NASDAQ Stock Market that the price of the Company's common stock has fallen below the minimum thresholds required for listing on the NASDAQ National Market System. The Company has until November 26, 2001 to reach compliance with the minimum listing standards. Otherwise, the Company's common equity will convert to "over the counter" trading. The Carbide/Graphite Group, Inc. is a leading manufacturer of industrial graphite and calcium carbide products with manufacturing facilities in St. Marys, Pennsylvania; Niagara Falls, New York; Louisville and Calvert City, Kentucky; and Seadrift, Texas. Note: This release contains 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. There can be no assurance that the Company, Questor and the Bank Group will reach agreement on any alternative transaction or restructuring. Other risks and uncertainties are detailed in the Company's periodic filings with the Securities and Exchange Commission. The Company does not undertake to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. -----END PRIVACY-ENHANCED MESSAGE-----