-----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, FkuCn3GCgKphmjFeYqBcyGhVGwtBJCEyN+kxZ6aBbCtGb1E7PM1++LksQEiwFLYq HEQE3vZVdTkNKf+i1x8nIA== 0000950128-01-500535.txt : 20010911 0000950128-01-500535.hdr.sgml : 20010911 ACCESSION NUMBER: 0000950128-01-500535 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010907 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010910 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: 1735164 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 j9029801e8-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 7, 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 7, 2001, the Registrant issued a press release announcing that (i) the bank group under its $135 million revolving credit facility has extended until September 14, 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 (ii) the Registrant was continuing to work with Questor Management Company LLC and the bank group in an attempt to complete an alternate transaction. 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 7, 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 10, 2001 -3- 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ------- ----------- 99.1 Press Release Dated September 7, 2001 EX-99.1 3 j9029801ex99-1.txt PRESS RELEASE 1 Exhibit 99.1 FOR IMMEDIATE RELEASE THE CARBIDE/GRAPHITE GROUP, INC. REPORTS EXTENSION OF BANK AGREEMENT WAIVER Pittsburgh, Pennsylvania - September 7, 2001 - The Carbide/Graphite Group, Inc. (NASDAQ NNM: CGGI) reported today that the bank group under its $135 million revolving credit facility (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 14, 2001. The Company continues to negotiate with affiliates of Questor Management Company ("Questor") and the Bank Group to reach agreement on an alternate transaction whereby Questor would invest $65 million and the Bank Group would restructure their loans. However, based on the current status of the negotiations, the Company cannot assess the impact of any such transaction or other alternatives on any of the Company's constituencies at this time. 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-----