-----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, ME/KWgawEANBzXbrCoX3KPjNXkPu9virU+lqcos6781fGZ3j4L9m6uXrjkYsF5Ii 91jyImUa0mHHvQbfE2qHJQ== 0000932440-02-000203.txt : 20020502 0000932440-02-000203.hdr.sgml : 20020501 ACCESSION NUMBER: 0000932440-02-000203 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020501 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UCAR INTERNATIONAL INC CENTRAL INDEX KEY: 0000931148 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 061385548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 02631543 BUSINESS ADDRESS: STREET 1: 1521 CONCORD PIKE STREET 2: SUITE 301 CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 3027788227 MAIL ADDRESS: STREET 1: 1521 CONCORD PIKE STREET 2: SUITE 301 CITY: WILMINGTON STATE: DE ZIP: 19803 8-K 1 ucarform8kmay2.txt FORM 8-K 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): MAY 1, 2002 UCAR INTERNATIONAL INC. (Exact name of registrant as specified in its charter) DELAWARE 1-13888 06-1385548 (State or Other (Commission File Number) (I.R.S. Employee Jurisdiction of Identification Incorporation) Number) BRANDYWINE WEST, 1521 CONCORD PIKE, SUITE 301, WILMINGTON, DELAWARE 19803 (Address of Principal Executive Offices, Including Zip Code) Registrant's telephone number, including area code: 302-778-8227 NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. The Registrant hereby incorporates by reference the contents of the press release of the Registrant dated May 1, 2002, filed herewith as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 99.1 Press Release of UCAR International Inc. dated May 1, 2002. SIGNATURE 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 thereunto duly authorized. UCAR INTERNATIONAL INC. Date: May 1, 2002 By: /s/ Corrado F. De Gasperis ------------------------------------- Corrado F. De Gasperis Vice President, Chief Financial Officer and Chief Information Officer EXHIBIT INDEX 99.1 Press Release of UCAR International Inc. dated May 1, 2002. EX-99 3 ucarnewsrelmay2.txt EXHIBIT 99.1 [UCAR LOGO] EXHIBIT 99.1 UCAR INTERNATIONAL INC. BRANDYWINE WEST, 1521 CONCORD PIKE, SUITE 301, WILMINGTON, DE 19803 NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: Elise A. Garofalo Director of Investor Relations 302-778-8227 UCAR ANNOUNCES PRICING OF $150 MILLION OFFERING OF ADDITIONAL SENIOR NOTES Wilmington, DE - May 1, 2002 - UCAR International Inc. (NYSE:UCR) today announced the pricing of its previously announced private offering of additional Senior Notes due 2012. The aggregate principal amount of the additional Senior Notes is $150 million. The issue price of the additional Senior Notes is 104.5 percent of principal amount plus accrued interest, with the first semi-annual interest payment due August 15, 2002. The additional Senior Notes have an annual coupon rate of 10.25 percent and, as a result of the price, the yield to maturity on the additional Senior Notes is approximately 9.53 percent. The Company intends to use the net proceeds from this offering for the repayment of debt under its senior secured credit facilities. The closing of this offering is expected to take place on Monday, May 6, 2002. The additional Senior Notes have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent such registration or an applicable exemption from the registration requirements of the Securities Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, the additional Senior Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. UCAR INTERNATIONAL PROVIDES NATURAL AND SYNTHETIC GRAPHITE AND CARBON PRODUCTS AND SERVICES TO CUSTOMERS IN THE STEEL, ALUMINUM, FUEL CELL POWER GENERATION, ELECTRONICS, SEMICONDUCTOR AND TRANSPORTATION INDUSTRIES. NOTE: THIS NEWS RELEASE CONTAINS FORWARD LOOKING STATEMENTS AS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE INCLUDE STATEMENTS ABOUT SUCH MATTERS AS THE EXPECTED CLOSING OF A PRIVATE PLACEMENT AND THE ANTICIPATED BENEFITS FROM THE PRIVATE PLACEMENT . WE HAVE NO DUTY TO UPDATE SUCH STATEMENTS. ACTUAL FUTURE EVENTS AND CIRCUMSTANCES (INCLUDING FUTURE RESULTS) COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN THESE STATEMENTS DUE TO VARIOUS FACTORS. THESE FACTORS INCLUDE POSSIBLE CHANGES IN CAPITAL MARKET CONDITIONS OR IN THE BUSINESS, PROSPECTS, RESULTS OF OPERATION OR FINANCIAL CONDITION OF UCAR INTERNATIONAL THAT RESULT IN TERMINATION OF THE OFFERING OR CHANGES IN THE TERMS THEREOF AND OTHER RISKS AND UNCERTAINTIES, INCLUDING THOSE DETAILED IN FILINGS BY UCAR INTERNATIONAL WITH THE SEC. -----END PRIVACY-ENHANCED MESSAGE-----