0000950128-01-500636.txt : 20011029
0000950128-01-500636.hdr.sgml : 20011029
ACCESSION NUMBER: 0000950128-01-500636
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20011015
ITEM INFORMATION: Other events
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20011023
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: 1764325
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
j9089201e8-k.txt
THE CARBIDE/GRAPHITE GROUP, INC.
================================================================================
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) October 15, 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
Pittsburgh, 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)
ITEMS 1, 2, 3, 4, 6, 8 AND 9
Not applicable.
ITEM 5. OTHER EVENTS
On October 15, 2001, the Registrant issued a press release (the "Press
Release") announcing that (i) it has reached agreement with certain lenders
under its $135 million revolving credit facility on a new, $20 million
debtor-in-possession credit facility that is expected to provide the Registrant
with the working capital it needs to complete a comprehensive financial
restructuring and (ii) the Bankruptcy Court has approved the motion for the new
financing on an interim basis and a final hearing for the motion has been
scheduled for October 30, 2001. A copy of the Press Release is attached as
Exhibit 99.1 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 October 15, 2001
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 23, 2001
-3-
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
---------- ------------------------------------
99.1 Press Release Dated October 15, 2001
EX-99.1
3
j9089201ex99-1.txt
PRESS RELEASE
Exhibit 99.1
FOR IMMEDIATE RELEASE
THE CARBIDE/GRAPHITE GROUP, INC. ANNOUNCES AGREEMENT WITH LENDERS AND INTERIM
COURT APPROVAL OF $20 MILLION DEBTOR-IN-POSSESSION FINANCING
Pittsburgh, Pennsylvania - October 15, 2001 - The Carbide/Graphite
Group, Inc. ("C/G" or the "Company") (NASDAQ NNM: CGGI) today announced that it
has reached agreement with certain lenders under its revolving credit facility
on a new, $20 million debtor-in-possession credit facility that is expected
to provide the Company with the working capital it needs to complete a
comprehensive financial restructuring of the Company. The new facility is in
addition to the previously-announced cash collateral agreement between the
Company and the lenders under its $135 million revolving credit facility (the
"Bank Group") which gives C/G continuing access to funding under such revolving
credit facility. The Bankruptcy Court has approved the motion for the new
financing on an interim basis and a final hearing for the motion has been
scheduled for October 30, 2001. C/G expects to operate its business in the
ordinary course with the continuing support of the Bank Group.
Walter B. Fowler, C/G's Chairman and Chief Executive Officer, said,
"We have not experienced any major disruptions in our operations or services as
a result of the bankruptcy filing. With the continuing support of our trade
vendors and the $20 million in new financing, we will continue to deliver the
high quality products and service our customers have come to expect while we
evaluate restructuring alternatives."
The new $20 million debtor-in-possession facility (the "DIP") provides
for $10 million in credit immediately available, with an additional $10 million
available upon the request of the Company and the approval of the Required
Lenders, as defined in the DIP agreement. Interest under the DIP accrues at a
rate of Prime plus 250 basis points (currently 8.0%) and the DIP is also subject
to commitment, agency and collateral monitoring fees. The DIP is secured by a
first priority lien on all of the Company's assets (except for certain excepted
liens) and is subject to a borrowing base limitation based on the Company's
accounts receivable and inventory. The Company is also subject to certain cash
flow based covenants under the DIP, including minimum levels of cash receipts
and maximum levels of cash disbursements. The DIP has an initial term of six
months and can be extended based on the status of the Company's bankruptcy case
at the end of such six-month period.
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.