8-K 1 j9616001e8vk.txt FORM 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) August 30, 2002 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 1. On August 30, 2002, the Registrant issued a press release (the "Press Release") announcing that (i) it has signed a definitive purchase agreement with Resilience Capital Partners LLC for the purchase of assets associated with the Registrant's electrode and graphite specialty business units, and (ii) the terms of the Section 363 asset sale were filed with the United States Bankruptcy Court for the Western District of Pennsylvania (the "Bankruptcy Court") on August 30, 2002. A copy of the Press Release is attached as Exhibit 99.1 to this report and is incorporated herein by reference. 2. 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 Bankruptcy Code in 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 July 1, 2002 through July 31, 2002. Certain attachments and exhibits referenced in the Report are not attached as part of Exhibit 99.2, 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. 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 August 30, 2002 99.2 Monthly Operating Report to the U.S. Trustee and the Bankruptcy Court for the period from July 1, 2002 to July 31, 2002 - 2 - 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, 2002 - 3 - EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ------- ----------- 99.1 Press Release Dated August 30, 2002 99.2 Monthly Operating Report Dated August 30, 2002 - 4 -