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 21, 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, 4, 6, 8 AND 9

         Not applicable.

ITEM 3. BANKRUPTCY OR RECEIVERSHIP

         On September 21, 2001, the Registrant issued a press release (the
"September 21 Press Release") announcing that it had filed a voluntary petition
under Chapter 11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Western District of Pennsylvania in order to allow for
an orderly consummation of the Registrant's proposed comprehensive financial
restructuring. The Registrant's subsidiaries, CG Specialty Products Management
Corporation, Seadrift Coke, L.P., Carbon/Graphite International, Inc. and
Carbide/Graphite Management Corporation, also filed petitions with such Court at
such time. The Registrant and such subsidiaries will continue to manage their
properties and operate their businesses as "debtors-in-possession" in accordance
with the applicable provisions of the Bankruptcy Code. A copy of the September
21 Press Release is attached as Exhibit 99.1 to this report and is incorporated
herein by reference.

ITEM 5. OTHER EVENTS

         The Registrant also announced in the September 21 Press Release that it
had entered into a definitive asset purchase agreement (the "Asset Purchase
Agreement") with Questor Management Company LLC and certain of its affiliates
("Questor") providing for the sale to Questor of substantially all of the
operating assets of the Registrant and the assumption by Questor of
substantially all the operating liabilities of the Registrant.

         On September 24, 2001, the Nasdaq Stock Market halted trading in the
common stock of the Registrant for "additional information requested."

         On September 27, 2001, the Registrant issued a press release (the
"September 27 Press Release") announcing that (i) the bank group under its $135
million revolving credit facility had agreed to continue to support the
Registrant by entering into a cash collateral agreement giving the Registrant
continuing access to funding under the revolving credit facility, (ii) the
Registrant and the bank group were negotiating final terms for additional
financing in the form of a debtor-in-possession line that is expected to be
available in the near future and (iii) the Registrant had decided not to file a
Section 363 asset sale motion under the Bankruptcy Code relating to the Asset
Purchase Agreement as a result of the bank group, whose consent was required for
the proposed transaction, advising the Registrant that it would not support the
transaction. A copy of the September 27 Press Release is attached as Exhibit
99.2 to this report and is incorporated herein by reference.

         On September 26, 2001, Questor advised the Registrant that it
considered the failure to file the Section 363 asset sale motion to constitute a
repudiation by the Registrant and its subsidiaries of the Asset Purchase
Agreement and that such repudiation relieved Questor from any further
obligations under the Asset Purchase Agreement.

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 21, 2001

             99.2   Press Release Dated September 27, 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: October 1, 2001





   4

                                  EXHIBIT INDEX

     EXHIBIT
       NO.        DESCRIPTION
     --------     --------------------------------------

      99.1        Press Release Dated September 21, 2001

      99.2        Press Release Dated September 27, 2001

EX-99.1

   1


                                                                    Exhibit 99.1


FOR IMMEDIATE RELEASE

THE CARBIDE/GRAPHITE GROUP, INC. ANNOUNCES
DEFINITIVE PURCHASE AGREEMENT WITH QUESTOR AFFILIATES

PROTECTION UNDER CHAPTER 11 BANKRUPTCY CODE SOUGHT TO ALLOW FOR ORDERLY
CONSUMMATION OF COMPREHENSIVE FINANCIAL RESTRUCTURING

         Pittsburgh, Pennsylvania - September 21, 2001 - The Carbide/Graphite
Group, Inc. ("C/G" or the "Company") (NASDAQ NNM: CGGI) today announced that it
has reached a definitive agreement with Questor Management Company and certain
of its affiliates ("Questor") on a transaction whereby an affiliate of Questor
will purchase substantially all of C/G's operating assets and assume
substantially all of C/G's operating liabilities under a Section 363 asset sale
pursuant to the U.S. Bankruptcy Code. C/G filed a petition in Pittsburgh today
for protection under Chapter 11 of the U.S. Bankruptcy Code to allow for the
orderly consummation of the comprehensive financial restructuring and the
Questor transaction. C/G is also continuing discussions with the Lenders under
the Company's revolving credit facility (the "Bank Group") to finance the
Chapter 11 in contemplation of the transaction with Questor. However, currently
anticipated arrangements would not result in any residual value for C/G equity
interests.

         Walter B. Fowler, C/G's Chairman and Chief Executive Officer, said,
"The execution of the definitive purchase agreement with Questor and the
associated Chapter 11 filing are key components of a necessary financial
restructuring program for C/G. Teamed with Questor, we believe we can accelerate
a number of process and cost improvement initiatives that have already been
started. At this time we believe that the Questor transaction represents the
best solution available and we are hopeful that the creditors will support the
transaction. Production and product shipments are expected to continue on a
business-as-usual basis."

         Michael D. Madden, a Questor principal, said, "Industry conditions and
many other uncontrollable factors have continued to plague C/G. However, the
employees of C/G have displayed a significant amount of creativity and
perseverance during these difficult times. Upon the consummation of the
transaction with Questor, a new company will emerge with sufficient capital
available to survive through the currently depressed steel cycle and begin
certain key capital projects that will reduce operating costs and improve
product quality. We believe the transaction contemplated is fair and the best
alternative available to the Company at this time. It also helps ensure the
survival of a strong competitor in the graphite and calcium carbide industries
for years to come."

         The Carbide/Graphite Group, Inc. and its affiliates are a major U.S.
manufacturer of graphite electrodes, needle coke and calcium carbide products.
Graphite electrodes are used as conductors of electricity and are consumed in
the Electric Arc Furnace ("EAF") steelmaking process common to all mini-mill
steel producers. The Company is the only manufacturer of graphite electrodes
that produces its own requirements of needle coke, the principal raw material of
graphite electrodes. The Company manufactures needle coke through its affiliate,
Seadrift Coke, LP. Calcium carbide and derivative products, primarily acetylene,
are used in the manufacture of specialty chemicals, as a fuel in metal cutting
and welding, and for metallurgical applications such as iron and steel
desulfurization.

         While C/G management has aggressively worked to lower its cost
structure and position it to capitalize on growth opportunities going forward,
several of the key factors that has negatively impacted the Company's
performance include:

o        WEAKNESS IN CERTAIN REGIONS OF THE GLOBAL ECONOMY, WHICH CAUSED THE
         GLOBAL DEMAND FOR STEEL TO SOFTEN AND IMPACTED DEMAND FOR MANY OF THE
         COMPANY'S PRODUCTS SINCE 1999.

o        THE RELATIVE STRENGTH OF THE U.S. ECONOMY AND U.S. DOLLAR RESULTED IN A
         HIGH LEVEL OF STEEL IMPORTS INTO THE U.S. DURING 2000 AND 2001. THIS
         SITUATION RESULTED IN THE CURTAILMENT OF STEEL PRODUCTION IN THE U.S.,
         THE MOST SIGNIFICANT MARKET FOR THE COMPANY'S GRAPHITE ELECTRODES AND
         CALCIUM CARBIDE FOR METALLURGICAL APPLICATIONS.


   2



o        OIL PRICES INCREASED DRASTICALLY IN 2000 AND HAVE REMAINED AT
         RELATIVELY HIGH LEVELS THROUGHOUT 2001. DECANT OIL, A PETROLEUM
         PRODUCT, IS THE PRINCIPAL RAW MATERIAL IN THE PRODUCTION OF NEEDLE
         COKE.

         Despite the external factors that have negatively impacted C/G's
financial results over the last two years, the Company is positioned to generate
significant growth in financial performance, with improve market conditions, as
a result of several cost reduction and production enhancement initiatives
implemented by C/G's employees, including:

o        $100 MILLION IN CAPITAL IMPROVEMENTS WERE MADE FROM 1996 THROUGH 1999
         THAT HAVE SIGNIFICANTLY IMPROVED PRODUCT QUALITY, PRODUCTION YIELD AND
         COST PERFORMANCE.

o        MANAGEMENT HAS BEEN WORKING AGGRESSIVELY WITH ITS HOURLY WORK FORCE TO
         IMPROVE EFFICIENCY AND REDUCE COSTS. IN FISCAL 2001, ALL OF THE
         COMPANY'S UNION CONTRACTS WERE RENEGOTIATED RESULTING IN ANNUAL SAVINGS
         OF $4 MILLION TO $5 MILLION. MANAGEMENT BELIEVES THERE ARE AN
         ADDITIONAL $5 MILLION TO $6 MILLION OF COST SAVINGS THAT CAN BE
         ACHIEVED THROUGH JOINT PROJECTS BETWEEN MANAGEMENT AND THE UNIONS.

o        MANAGEMENT INTENDS TO IMPLEMENT A $25 MILLION CAPITAL INVESTMENT IN A
         HYDRODESULFURIZATION (HDS) COMPLEX AT SEADRIFT COKE, L.P. THIS PROJECT
         IS ONLY POSSIBLE WITH THE STRENGTH AND CAPITAL RESOURCES OF QUESTOR AND
         WILL SIGNIFICANTLY IMPROVE THE QUALITY OF SEADRIFT'S NEEDLE COKE WHILE
         SUBSTANTIALLY REDUCING RAW MATERIAL AND LOGISTICAL COSTS. TOTAL ANNUAL
         SAVING ARE ESTIMATED TO BE AT LEAST $10 MILLION BASED ON CURRENT
         PRODUCTION RATES.

         Mr. Fowler concluded, "We are committed to consummating a restructuring
of our finances and believe that with the resources of Questor, we will be
successful in our efforts."

         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 will consummate
a transaction with Questor or that the Bank Group will restructure their loans
in connection with a transaction with Questor or that the Bank Group will
continue to provide financial support to the Company. 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.

EX-99.2

   1
                                                                    Exhibit 99.2




FOR IMMEDIATE RELEASE

THE CARBIDE/GRAPHITE GROUP, INC. ANNOUNCES AGREEMENT WITH LENDERS FOR INTERIM
FINANCING

SECTION 363 ASSET SALE CONTEMPLATED UNDER PURCHASE AGREEMENT WITH QUESTOR
AFFILIATES NOT BEING PURSUED BY THE COMPANY

         Pittsburgh, Pennsylvania - September 27, 2001 - The Carbide/Graphite
Group, Inc. ("C/G" or the "Company") (NASDAQ NNM: CGGI) today announced that the
lenders under its revolving credit facility (the "Bank Group") have agreed to
continue to support C/G by entering into a cash collateral agreement giving C/G
continuing access to funding under its $135 million revolving credit facility.
C/G and certain banks within the Bank Group are also negotiating final terms for
additional financing in the form of a debtor-in-possession line that is expected
to be available in the very near future. C/G expects to operate its business in
the ordinary course with the continuing support of the Bank Group.

         The Company also announced that it has decided not to file a Section
363 asset sale motion under U.S. bankruptcy law relating to the
previously-announced asset purchase agreement between the Company and Questor
Management Company and certain of its affiliates ("Questor"). This decision was
made by the Company as a result of the Bank Group, whose consent for the
proposed transaction with Questor was required, advising the Company that it
would not support the transaction.

         Walter B. Fowler, C/G's Chairman and Chief Executive Officer, said,
"Obtaining the support of our Bank Group was a critical step in maintaining
continuity of our operations during the initial stages of our bankruptcy
process. The financing to be provided by the Bank Group is expected to be
sufficient to allow us to complete a comprehensive financial restructuring of
the Company. The Company will be evaluating potential alternatives from third
parties, as well as a plan of reorganization with the support of all of our
creditor constituencies. We are optimistic that a satisfactory resolution will
be achieved."

         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 will consummate
a comprehensive financial restructuring or that the Bank Group will restructure
their loans in connection with a comprehensive financial restructuring or that
the Bank Group will continue to provide financial support to the Company in the
future. 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.