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):
April 23, 1998
GREAT LAKES CARBON CORPORATION
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
33-98522 13-3637043
(Commission File No.) (IRS Employer Identification No.)
110 East 59th Street 10022
New York, New York (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
212-527-3002
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ITEM 5. OTHER EVENTS.
On April 22, 1998, Great Lakes Carbon Corporation (the
"Company") issued a press release announcing that the Company had entered into
an agreement with an affiliate of American Industrial Partners providing for the
acquisition (by merger) of the Company by a company organized by American
Industrial Partners. The foregoing is qualified in its entirety by reference to
the press release, which is filed herewith as Exhibit 99 and is hereby
incorporated herein by reference.
<PAGE>
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.
Dated: April 23, 1998
GREAT LAKES CARBON CORPORATION
By: /s/ Neil R. Kurlander
Name: Neil R. Kurlander
Title: Assistant Secretary
2
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EXHIBIT LIST
No. Page
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99 Press Release dated April 22, 1998
3
FOR IMMEDIATE RELEASE
GREAT LAKES CARBON CORPORATION
TO BE ACQUIRED BY COMPANY ORGANIZED BY
AMERICAN INDUSTRIAL PARTNERS
New York, New York; April 22, 1998: Great Lakes Carbon
Corporation announced today that it has entered into an agreement with an
affiliate of American Industrial Partners providing for the acquisition (by
merger) of Great Lakes Carbon by a company organized by American Industrial
Partners. The transaction is subject to customary conditions, including as to
financing.
In connection with the transaction, and subject to the
conditions thereto, Great Lakes Carbon intends to commence a tender offer and
consent solicitation to acquire any and all of Great Lakes Carbon's outstanding
10% Senior Secured Notes due 2006 and to effect amendments to the related
indenture and collateral documents in connection with the merger and, upon the
closing, to make a deposit in connection with the covenant defeasance of any
Notes not acquired in the tender offer.
Great Lakes Carbon is the largest producer of calcined
petroleum coke in the world with plants in Texas, Oklahoma and Argentina.
American Industrial Partners is a private investment partnership which makes
equity investments in public and privately held companies located principally in
the United States.
Contact: J. Willson Ropp
(212) 527-3002
