-----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, Qs6H2vdSB51X/mTRxWqdGOTJg8rA+d0+5VDHxrP8KBfq82SeP/SlthSKoFWkd3/G V8aq510h7JlqRN5mGBOsjQ== 0000950152-01-506596.txt : 20020413 0000950152-01-506596.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950152-01-506596 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011220 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011221 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: 1821702 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 j9204001e8-k.txt THE CARBIDE/GRAPHITE GROUP, INC. 8-K ================================================================================ 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) December 20, 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) ITEMS 1, 2, 3, 4, 6, 8 AND 9 Not applicable. ITEM 5. OTHER EVENTS As previously disclosed under cover of a Current Report on Form 8-K, the Registrant and its subsidiaries filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Western District of Pennsylvania (the "Bankruptcy Court") on September 21, 2001 in order to allow for an orderly consummation of the Registrant's proposed comprehensive financial restructuring. The Registrant is required to file Monthly Operating Reports with the Bankruptcy Court and the Office of the United States Trustee for the Western District of Pennsylvania (the "U.S. Trustee") pursuant to the U.S. Trustee's Operating Guidelines and Financial Reporting Requirements for Chapter 11 cases. In connection therewith, attached hereto as Exhibit 99.1 is the Monthly Operating Report (the "Report") that the Registrant has filed with the Bankruptcy Court and the U.S. Trustee for the period from November 1, 2001 through November 30, 2001. Certain attachments and exhibits referenced in the Report are not attached as part of Exhibit 99.1, but are available at the Office of the U.S. Trustee and the Bankruptcy Court. In addition, the Registrant agrees that it will furnish a copy of any such omitted attachment or exhibit to the Commission upon request. The Registrant cautions readers not to place undue reliance upon the information contained in the Report, which contains unaudited information, and is in a format, prescribed by the applicable bankruptcy laws. There can be no assurance that the Report is complete. The report also contains information for periods which may be shorter or otherwise different from those contained in the Registrant's reports pursuant to the Securities Exchange Act of 1934, as amended. The Report may contain forward-looking statements that are based on current expectations, estimates and projections about the industries in which the Registrant 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 Registrant will consummate a comprehensive financial restructuring. Other risks and uncertainties are detailed in the Registrant's periodic filings with the Securities and Exchange Commission. The Registrant does not undertake to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. 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 Monthly Operating Report to the U. S. Trustee and the Bankruptcy Court for the period from November 1, 2001 to November 30, 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: December 21, 2001 -3- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ------- ------------------------------------------------ 99.1 Monthly Operating Report Dated December 20, 2001 EX-99.1 3 j9204001ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF PENNSYLVANIA
In re: Carbide Graphite Group, Inc., et al. Case Numbers: 01-0029744 through 01-00297448 MBM - -------------------------------------------- Reporting Period: November 1 - November 30, 2001 Debtors MONTHLY OPERATING REPORT DOCUMENT EXPLANATION REQUIRED DOCUMENTS FORM NO. ATTACHED ATTACHED Schedule of Cash Receipts and Disbursements MOR-1 X Bank Reconciliation (or copies of debtor's bank reconciliation) MOR-1 (CON'T) X Copies of bank statements X Cash disbursements journal X Statement of Operations MOR-2 X Balance Sheet MOR-3 X Status of Postpetition Taxes MOR-4 X Copies of IRS Form 6123 or payment receipt X Copies of tax returns filed during reporting period X Summary of Unpaid Postpetition Debts MOR-5 X Listing of aged accounts payable X Accounts Receivable Reconciliation and Aging MOR-5 X Debtor Questionnaire MOR-6 X
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief. /s/ William M. Thalman 12/20/01 - ------------------------------------- ----------------- Signature of Debtor Date William M. Thalman VP - Treasurer - ------------------------------------- ---------------------- Printed Name of Debtor Title CARBIDE/GRAPHITE GROUP, INC. MOR-1 A schedule of cash receipts and disbursements was completed and is available by request Bank reconciliations were performed and are available by request Bank statements are available by request The cash disbursements by legal entity is listed below
DISBURSEMENTS BY LEGAL ENTITY 30-NOV-01 - ----------------------------------------------------------- --------------------------- LEGAL ENTITY The Carbide/Graphite Group, Inc. $ 11,565,877.59 Seadrift Coke, L.P. $ 3,890,968.07 Carbon/Graphite International, Inc. (FSC) Less Than $15,000 CG Specialty Products Management Corporation Less Than $15,000 Carbide/Graphite Management Corporation Less Than $15,000
CARBIDE/GRAPHITE GROUP, INC. MOR-2 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE MONTH ENDED NOVEMBER 30, 2001 (#'S IN '000S) Sales $10,989 Cost of goods sold 11,301 ----------- Gross profit (312) SG&A 869 ----------- Operating income before items below (1,181) Other compensation -- Other (income) expense, net 220 ----------- Operating income/(loss) (1,401) Non-operating expenses (income): Special financing costs -- Interest expense 882 Other non-operating (income)/expense -- ----------- Income/(loss) before income taxes (2,283) Provision for income taxes 15 ----------- Net income (loss) from continuing operations (2,298) Extraordinary loss on early extinguishment of debt net of tax benefit -- ----------- Net income (loss) ($2,298) =========== Est. earnings per share data: Income excluding other items ($0.26) Income before discontinued operations ($0.28) Extraordinary loss $0 ----------- Net income per share ($0.28) Weighted average shares 8,331,342 CARBIDE/GRAPHITE GROUP, INC. MOR-3 CONSOLIDATED BALANCE SHEET AS AT NOVEMBER 30, 2001 (#'S IN '000S) ASSETS ------ Current assets: Cash & short term investments $1,872 Marketable securities 0 Accounts receivable Accounts receivable 32,354 Allowance for doubtful accts (3,320) --------- Net accounts receivable 29,034 Inventory Gross inventory 63,645 Obsolescence reserve (893) Lifo reserve (15,132) --------- Net inventory 47,620 Prepaid expenses 2,810 Other current assets 2,940 Deferred tax asset 0 --------- Total current assets 84,276 Fixed assets: Gross 351,078 Accumulated depreciation (235,508) --------- Net fixed assets 115,570 Other assets 6,779 --------- TOTAL ASSETS $206,625 ========= LIABILITIES ----------- Current liabilities: Trade accounts payable $24,717 Overdrafts $0 Other current liabilities 23,648 Debt - Current 130,181 --------- Total current liabilities 178,546 Long-term debt: Senior notes 0 Line of credit 0 --------- Total long -term debt 0 Long term reserves 15,661 Deferred revenue 1,159 Deferred tax provision 0 --------- TOTAL LIABILITIES 195,366 SHAREHOLDERS' EQUITY -------------------- Common stock 99 Additional paid in capital 36,712 Treasury stock, at cost (11,207) Common stock to be issued under warrants 3,424 Unfunded pension obligation (4,893) Other comprehensive income 0 Retained earnings (12,876) --------- TOTAL SHAREHOLDERS' EQUITY 11,259 --------- TOTAL LIABILITIES AND S.H. EQUITY $206,625 ========= THE CARBIDE/GRAPHITE GROUP INC. MOR-4 STATUS OF POSTPETITION TAXES REPORT PERIOD - NOVEMBER, 2001 Copies of payroll tax verification attached Copies of tax returns filed during the period from November 1, 2001 through November 30, 2001are attached
Beginning Amount Ending Tax Withheld or Amount Date Check No. Tax Liability Accrued Paid Paid or EFT Liability ------------------------------------------------------------------------------------------------ FEDERAL - ------- Withholding - 460,378.05 43,270.36 11/8/2001 ** 454.21 151,470.58 11/18/2001 ** 50,061.72 11/21/2001 ** 94,881.72 11/29/2001 ** 71,251.72 11/30/2001 ** 48,987.74 12/6/2001 ** FICA - Employee - 221,454.10 23,815.43 11/8/2001 ** (419.85) 71,636.80 11/18/2001 ** 25,617.90 11/21/2001 ** 46,326.95 11/29/2001 ** 29,304.61 11/30/2001 ** 25,172.26 12/6/2001 ** FICA - Employer - 223,107.67 24,348.89 11/8/2001 ** (752.83) 72,075.28 11/18/2001 ** 25,787.84 11/21/2001 ** 46,837.18 11/29/2001 ** 29,304.78 11/30/2001 ** 25,506.53 12/6/2001 ** Unemployment - 5.23 5.23 Income - - - Other: Total Federal Taxes - 904,945.05 905,658.29 (713.24) STATE AND LOCAL - --------------- Withholding 112,847.70 129,071.90 241,919.60 Sales - 19,606.82 4,000.00 11/15/2001 300669 - 5,585.42 EFT 92091 10,021.40 11/21/2001 500537 Excise - - - Unemployment 14,134.36 3,319.69 17,454.05 Real Property - - Personal Property - - Other: Total State and Local Taxes 151,998.41 19,606.82 259,373.65 Total Taxes 1,056,943.46 925,265.11 258,660.41 ** ADP Statement of Deposits Attached
SEADRIFT COKE L.P. MOR-4 STATUS OF POSTPETITION TAXES REPORT PERIOD - NOVEMBER, 2001 Copies of payroll tax verification attached Copies of tax returns filed during the period from November 1, 2001 through November 30, 2001 are attached
Beginning Amount Ending Tax Withheld or Amount Date Check No. Tax Liability Accrued Paid Paid or EFT Liability ------------------------------------------------------------------------------------------- FEDERAL - ------- Withholding - 61,327.06 30,392.05 11/14/2001 ** - 30,935.01 11/27/2001 ** FICA - Employee - 33,206.86 16,595.24 11/14/2001 ** - 16,611.62 11/27/2001 ** FICA - Employer - 33,206.85 16,595.19 11/14/2001 ** - 16,611.66 11/27/2001 ** Unemployment 23.24 21.08 44.32 Income - Other: Total Federal Taxes 23.24 127,761.85 127,740.77 44.32 STATE AND LOCAL - --------------- Withholding - - Sales - 3,490.39 3,490.39 11/14/2001 40229 - Excise - - Unemployment 33.28 33.55 66.83 Real Property - - Personal Property - - Other: - - Total State and Local Taxes 33.28 3,523.94 3,490.39 66.83 Total Taxes 56.52 131,285.79 131,231.16 111.15 ** ADP Statement of Deposits Attached
MOR-5 THE CARBIDE/GRAPHITE GROUP, INC. CONSOLIDATED ACCOUNTS PAYABLE AGING NOVEMBER 30, 2001
TOTAL 0 - 30 DAYS 31 - 60 DAYS 61 - 90 DAYS PRE-PETITION $20,681,381 $1,142,698 $63,886 $16,146 $19,458,651
A summary of unpaid post petition debts has been completed and is available upon request THE CARBIDE/GRAPHITE GROUP, INC. CONSOLIDATED ACCOUNTS RECEIVABLE AGING NOVEMBER 30, 2001
TOTAL 0 - 30 DAYS 31 - 60 DAYS 61 - 90 DAYS 91 - 120 DAYS OVER 120 DAYS OUTSTANDING OUTSTANDING OUTSTANDING OUTSTANDING OUTSTANDING $28,394,344 $13,409,066 $5,889,266 $2,812,241 $2,487,158 $3,796,613
An accounts receivable reconciliation has been completed and is available upon request. THE CARBIDE/GRAPHITE GROUP, INC. MOR-6 DEBTOR QESTIONNAIRE NOVEMBER 30, 2001
Yes No 1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide and explanation below. X 2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide and explanation below. X 3. Have all postpetition tax returns been timely filed? If no, provide and explanation below. X 4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. X
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