<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
_X_ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED].
For the fiscal year ended DECEMBER 31, 1995
___ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the transition period from __________________ to ________________
Commission file number 0-20490
------------------
A. Full title of the plan and address of the plan, if different from that
of the issuer named below: THE CARBIDE/GRAPHITE, INC. SAVINGS INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: THE CARBIDE/GRAPHITE GROUP, INC.,
ONE GATEWAY CENTER, 19TH FLOOR, PITTSBURGH, PA 15222
<PAGE> 2
THE CARBIDE/GRAPHITE GROUP, INC.
SAVINGS INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Report of Independent Accountants.................................................................... 2
Financial Statements:
Statement of Net Assets Available for Plan Benefits with Fund Information
as of December 31, 1995 ........................................................................ 3
Statement of Net Assets Available for Plan Benefits with Fund Information
as of December 31, 1994......................................................................... 4
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information for the year ended December 31, 1995................................................ 5
Notes to Financial Statements...................................................................... 6 - 10
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1995......................................................................... 11
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1995............................................................ 12
</TABLE>
1
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Pension Committee of
The Carbide/Graphite Group, Inc.
Savings Investment Plan:
We have audited the financial statements and supplemental schedules of The
Carbide/Graphite Group, Inc. Savings Investment Plan (Plan) as of December 31,
1995 and 1994 and for the year ended December 31, 1995, as listed in the
accompanying index on Page 1. These financial statements and supplemental
schedules are the responsibility of the Plan's management. Our responsibility
is to express an opinion on those financial statements based on our audits.
In our report dated October 11, 1996, we did not express an opinion on the 1995
and 1994 financial statements and supplemental schedules because we did not
perform any auditing procedures with respect to investments and earnings on
investments. As permitted by 29 CFR 2520.103-8 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, the plan administrator instructed us
not to perform such procedures. In order to conform with 11-K filing
requirements the Plan Administrator instructed us to perform procedures with
respect to investments and earnings on investments. Accordingly, our present
opinion on the 1995 and 1994 financial statements and supplemental schedules,
as presented herein, is different than that expressed in our previous report.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits as of
December 31, 1995 and 1994, and the changes in net assets available for plan
benefits for the year ended December 31, 1995, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1)
Schedule of Assets Held for Investment Purposes and (2) Schedule of Reportable
Transactions are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statement of net assets available for plan
benefits and the statement of changes in net assets available for plan benefits
is presented for the purpose of additional analysis rather than to present the
net assets available for plan benefits and changes in net assets available for
plan benefits of each fund. The supplemental schedules and fund information
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ Coopers & Lybrand L.L.P.
Pittsburgh, Pennsylvania
November 13, 1996
2
<PAGE> 4
THE CARBIDE/GRAPHITE GROUP, INC.
SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
December 31, 1995
<TABLE>
<CAPTION>
American 20th Century Mentor Perpetual PNC Balanced Guaranteed PNC Money
Mutual Fund Ultra Investors Global A Institutional Income Fund Market Fund
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments,
at value (Note 3)......... $6,071,820 $1,556,398 $555,688 $248,131 $24,300,807 $215,065
Receivables:
Employer's
contribution............ - - - - 46,504 -
Employees'
contribution............ 48,716 20,732 7,437 3,508 72,518 2,022
-----------------------------------------------------------------------------------------------------
Total assets........... 6,120,536 1,577,130 563,125 251,639 24,419,829 217,087
-----------------------------------------------------------------------------------------------------
Net assets available
for plan benefits... $6,120,536 $1,577,130 $563,125 $251,639 $24,419,829 $217,087
=====================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Loan
Fund Total
--------------- ----------------
<S> <C> <C>
ASSETS
Investments,
at value (Note 3)......... $1,977,638 $34,925,547
Receivables:
Employer's
contribution............ - 46,504
Employees'
contribution............ - 154,933
--------------- ----------------
Total assets........... 1,977,638 35,126,984
--------------- ----------------
Net assets available
for plan benefits... $1,977,638 $35,126,984
=============== ================
</TABLE>
The accompanying notes are an integral part of the financial statements
3
<PAGE> 5
THE CARBIDE/GRAPHITE GROUP, INC.
SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
December 31, 1994
<TABLE>
<CAPTION>
American 20th Century Mentor Perpetual PNC Balanced Guaranteed
Mutual Fund Ultra Investors Global A Institutional Income Fund
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at value (Note 3)......... $4,486,759 $768,921 $244,471 $43,782 $23,944,165
Receivables:
Employer's contribution........... - - - - 57,590
Employees' contribution........... 57,442 11,381 6,834 1,133 107,014
---------------------------------------------------------------------------------------
Total assets................. 4,544,201 780,302 251,305 44,915 24,108,769
---------------------------------------------------------------------------------------
Net assets available for
plan benefits........... $4,544,201 $780,302 $251,305 $44,915 $24,108,769
=======================================================================================
</TABLE>
<TABLE>
<CAPTION>
PNC Money Loan
Market Fund Fund Total
------------------------------ ----------------
<S> <C> <C> <C>
ASSETS
Investments, at value (Note 3)......... $214,227 $1,714,503 $31,416,828
Receivables:
Employer's contribution........... - - 57,590
Employees' contribution........... 2,870 - 186,674
------------------------------ ----------------
Total assets................. 217,097 1,714,503 31,661,092
------------------------------ ----------------
Net assets available for
plan benefits........... $217,097 $1,714,503 $31,661,092
============================== ================
</TABLE>
The accompanying notes are an integral part of the financial statements
4
<PAGE> 6
THE CARBIDE/GRAPHITE GROUP, INC.
SAVINGS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
for the year ended December 31, 1995
<TABLE>
<CAPTION>
American 20th Century Mentor Perpetual PNC Balanced Guaranteed
Mutual Fund Ultra Investors Global A Institutional Income Fund
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Interest and dividend income............ $509,615 $82,866 $29,874 $8,548 $1,703,970
Net appreciation (depreciation)
in fair value of investments......... 954,686 272,963 53,933 22,181 -
Contributions:
Employer............................. - - - - 1,378,334
Employee............................. 561,839 186,727 83,426 21,127 904,829
--------------------------------------------------------------------------------------
Total additions.................... 2,026,140 542,556 167,233 51,856 3,987,133
--------------------------------------------------------------------------------------
DEDUCTIONS
Withdrawals............................. (274,183) (3,672) (3,409) (1,224) (2,915,800)
--------------------------------------------------------------------------------------
Total deductions................... (274,183) (3,672) (3,409) (1,224) (2,915,800)
--------------------------------------------------------------------------------------
Transfer for loans, net of repayments... (71,102) 346 (30,461) (2,637) (211,727)
Inter-fund transfers.................... (104,520) 257,598 178,457 158,729 (548,546)
--------------------------------------------------------------------------------------
Net change in fund balance......... 1,576,335 796,828 311,820 206,724 311,060
Net assets available for plan benefits,
beginning of plan year.......... 4,544,201 780,302 251,305 44,915 24,108,769
--------------------------------------------------------------------------------------
Net assets available for plan benefits,
end of plan year................ $6,120,536 $1,577,130 $563,125 $251,639 $24,419,829
======================================================================================
</TABLE>
<TABLE>
<CAPTION>
PNC Money Loan
Market Fund Fund Total
------------------------------ ----------------
<S> <C> <C> <C>
ADDITIONS
Interest and dividend income............ $14,667 - $2,349,540
Net appreciation (depreciation)
in fair value of investments......... - - 1,303,763
Contributions:
Employer............................. - - 1,378,334
Employee............................. 28,330 - 1,786,278
------------------------------ ----------------
Total additions.................... 42,997 - 6,817,915
------------------------------ ----------------
DEDUCTIONS
Withdrawals............................. (100,265) (53,470) (3,352,023)
------------------------------ ----------------
Total deductions................... (100,265) (53,470) (3,352,023)
------------------------------ ----------------
Transfer for loans, net of repayments... (1,024) 316,605 -
Inter-fund transfers.................... 58,282 - -
------------------------------ ----------------
Net change in fund balance......... (10) 263,135 3,465,892
Net assets available for plan benefits,
beginning of plan year.......... 217,097 1,714,503 31,661,092
------------------------------ ----------------
Net assets available for plan benefits,
end of plan year................ $217,087 $1,977,638 $35,126,984
============================== ================
</TABLE>
The accompanying notes are an integral part of the financial statements
5
<PAGE> 7
THE CARBIDE/GRAPHITE GROUP, INC.
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN AND BENEFITS
The Carbide/Graphite Group, Inc. Savings Investment Plan (the Plan),
established as of August 1, 1988, is a defined contribution plan
covering eligible salaried employees following the third monthly
anniversary of their employment date. The Plan is administered by the
Pension Committee which consists of three members who are appointed by
The Carbide/Graphite Group, Inc.'s (the Company) Board of Directors.
Generally, the Plan provides that employees may make regular
contributions of 2% to 16% of their salaries on a before-tax,
after-tax or combined basis, subject to limitations specified in the
Internal Revenue Code. Employees direct that their contributions be
invested in the funds offered by the Plan. During the plan year ended
December 31, 1994, three funds were added to the Plan: 20th Century
Ultra Investors, Mentor Perpetual Global A and PNC Balanced
Institutional. These funds join the Guaranteed Income Fund, American
Mutual Fund and PNC Money Market Fund as funds available to employees
as investment options. Contributions may be invested entirely in one
fund or allocated between the funds, subject to allocation limitations
set forth in the Plan. Changes in allocation of future contributions
and transfers of presently invested contributions between funds are
permitted pursuant to the Plan provisions. Such changes and transfers
are executed by plan participants through on-line record keeping
functions provided by PNC Bank (the Trustee).
The Company contributes to the Plan at the rate of 50% of the
employees' contributions, up to 6% of the employees' salary. Company
profit-sharing contributions made on behalf of each participant who is
an employee during the fiscal year shall be based on the individual's
pay rate as of July 31 of such fiscal year. Additional employer
contributions may be made at the discretion of the Board of Directors
based on the Company's current year financial performance. In no
event, however, shall such contributions for any year exceed the
maximum amount deductible under the provisions of the Internal Revenue
Code.
Income on employee contributions and employer contributions is
allocated to participants' employee and employer accounts based on the
relationship of each participant's account to the total of all
participants' accounts. Participants are fully vested in the value of
their contributions and related investment income at all times. They
become fully vested in their allocated share of employer contributions
and related investment income after four years of service. Employer
contributions forfeited by participants not vested at their
termination date will be used to reduce future Company contributions.
Withdrawals from the Plan are permitted under the various options as
more fully described in the Plan document.
6
<PAGE> 8
THE CARBIDE/GRAPHITE GROUP, INC.
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS--CONTINUED
Reference should be made to the Plan document for additional
information concerning contributions, eligibility, allocation of
income, withdrawals, vesting and other important features of the Plan.
Although there is not a present intent to do so, the Company has
reserved the right to terminate or partially terminate the Plan and,
upon termination, all participants will become fully vested in any
funds which have been allocated to them.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Plan have been prepared in conformity
with generally accepted accounting principles. The following are the
significant accounting policies followed by the Plan:
Use of Estimates
The preparation of the Plan's financial statements in conformity with
generally accepted accounting principles require the plan
administrator to make significant estimates and assumptions that
affect the reported amounts of net assets available for plan benefits
at the date of the financial statements and the changes in net assets
available for plan benefits during the reporting period. Actual
results could differ from those estimates.
Risks and Uncertainties
The Plan provides for various investment options. Investment
securities are exposed to various risks, such as interest rate, market
and credit risk. Due to the level of risk associated with certain
investment securities, it is at least possible that changes in the
values of investment securities will occur in the near term and that
such changes could materially affect participant account balances and
the amounts reported in the statement of net assets available for plan
benefits.
Investment Valuation
Investments in the Guaranteed Income Fund are stated at contract
value. Contract value represents contributions made under the Plan,
plus interest income, less benefits paid to participants. The
crediting interest rates on outstanding contracts as of December 31,
1995 and 1994 ranged from 5.91% to 8.21% and 5.91% to 8.93%,
respectively. The average yield on outstanding contracts during the
years ended December 31, 1995 and 1994 was approximately 7.0% and
7.8%, respectively.
Investments in the American Mutual Fund, 20th Century Ultra Investors,
Mentor Perpetual Global A and PNC Balanced Institutional funds (the
Equity Funds) are valued based on the market values of the underlying
investments in these funds, as determined by the individual
7
<PAGE> 9
THE CARBIDE/GRAPHITE GROUP, INC.
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS--CONTINUED
investment managers. The net appreciation (depreciation) in fair value
of investments represents the net realized and unrealized gain or loss
in the underlying investments of the Equity Funds.
Investments in the PNC Money Market Fund are stated at cost, which
approximates market value.
Participant loans included in the Loan Fund are stated at net
realizable value (total borrowings less repaid principal).
Accrued interest and dividends due each fund are reflected as a
component of investments, at value in the statement of net assets
available for plan benefits with fund information as of December 31,
1995 and 1994.
Administrative Expenses
Administrative expenses of the Plan, including trustee, legal, and
audit fees, are paid by the Company and, as such, are not expenses of
the Plan.
3. INVESTMENTS
The following is a brief description of the types of investments held
by fund:
<TABLE>
<S> <C>
American Mutual.............. Principally high quality common stocks with a portion of funds in
Fund fixed income instruments.
20th Century................. Principally common stocks with aggressive capital growth
Global Investors potential.
Mentor Perpetual............. Principally common stocks of international companies with long-
Global A term growth potential.
PNC Balanced................. Principally common stocks and fixed income investments
Institutional attempting to maximize long-term returns with the preservation of
capital.
Guaranteed................... Principally guaranteed interest contracts with insurance
Income Fund companies.
PNC Money.................... Principally short-term debt securities, including U.S. Government
Market Fund and corporate obligations and deposits, both foreign and
domestic.
Loan Fund.................... Principally participant loan balances.
</TABLE>
8
<PAGE> 10
THE CARBIDE/GRAPHITE GROUP, INC.
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS--CONTINUED
Investments greater than 5% of the net assets available for plan
benefits as of the end of the Plan year (at market/contract value) are
as follows:
<TABLE>
<S> <C>
Aetna Life Insurance Company Guaranteed Investment Contracts............................ $12,739,443
American Mutual Fund, Inc............................................................... 6,071,820
John Hancock Mutual Life Insurance Company
Guaranteed Investment Contract..................................................... 5,437,305
Allstate Life Insurance Company Guaranteed Investment Contract.......................... 4,172,657
PNC Bank Money Market Portfolio......................................................... 2,166,467
</TABLE>
4. PARTICIPANT LOANS
Loans are available to all participants subject to provisions set
forth in the Plan document. The loans bear interest at the prime rate
in effect at the time of the borrowing and remain fixed for the term
of the loan. Loan terms and repayment policies are designed to be in
compliance with the requirements of Section 401(k) of the Internal
Revenue Code.
For the year ended December 31, 1995, new participant loans were made
in the amount of $974,902 which were partially offset by principal and
interest payments of $658,297.
5. TAX STATUS
The Plan is qualified under Section 401(a) of the Internal Revenue
Code of 1986, as amended, and the regulations issued thereunder, and
the Plan is thereby tax-exempt within the meaning of Section 501(a) of
the Internal Revenue Code.
9
<PAGE> 11
THE CARBIDE/GRAPHITE GROUP, INC.
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS--CONTINUED
6. SUBSEQUENT EVENT
In May 1996, the Company adopted several changes to the Plan. Putnam
Investments was appointed trustee of the Plan and essentially all
investment options were changed to Putnam Investments fund
alternatives. In addition, the Company added an investment option in
Company common stock. Contribution percentage limitations were not
changed in connection with the Plan revisions. However, employees can
now direct the investment of the Company match and profit sharing
contributions.
10
<PAGE> 12
THE CARBIDE/GRAPHITE GROUP, INC.
SAVINGS INVESTMENT PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1995
<TABLE>
<CAPTION>
Face Value/
Number of Interest
Maturity Date Shares Rate Cost Market
--------------- ---------------- ---------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
GUARANTEED INCOME FUND:
PNC Money Market Portfolio............ - 1,951,021 - $1,951,402 $1,951,402
Aetna Life Insurance Company
Guaranteed Investment Contract....... 12/31/97 6,750,722 6.95% 6,789,351 6,789,351
Aetna Life Insurance Company
Guaranteed Investment Contract....... 12/31/97 5,916,007 7.00 5,950,092 5,950,092
John Hancock Mutual Life
Guaranteed Investment Contract....... 12/31/98 5,410,860 5.91 5,437,305 5,437,305
Allstate Life Insurance Company
Guaranteed Investment Contract....... 12/30/99 4,144,063 8.21 4,172,657 4,172,657
------------ --------------- ---------------
24,172,673 24,300,807 24,300,807
EQUITY FUNDS:
American Mutual Fund.................. - 249,561 - 5,473,803 6,071,820
20th Century Ultra Investors.......... - 59,609 - 1,296,279 1,556,398
Mentor Perpetual Global A............. - 34,515 - 499,558 555,688
PNC Balanced Institutional............ - 17,388 - 229,008 248,131
------------ --------------- ---------------
361,073 7,498,648 8,432,037
PNC MONEY MARKET FUND:
PNC Money Market Portfolio............ - 196,332 - 199,540 215,065
LOAN FUND:
Participant Loans..................... - 1,977,638 7.3 - 11.5 1,977,638 1,977,638
--------------- ---------------
$33,976,633 $34,925,547
=============== ===============
</TABLE>
11
<PAGE> 13
THE CARBIDE/GRAPHITE GROUP, INC.
SAVINGS INVESTMENT PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1995
<TABLE>
<CAPTION>
Number of Purchase Number Sales
Identity of Party Description of Assets Purchases Value of Sales Proceeds
- ----------------------- ----------------------- ------------ ------------- ---------- --------------
<S> <C> <C> <C> <C> <C>
PNC Bank............... John Hancock Mutual 14 $2,619,121 - -
Life Guaranteed
Investment Contract
PNC Bank............... Allstate Life Insurance 37 7,740,038 42 $3,595,975
Company Guaranteed
Investment Contract
PNC Bank............... Penn Mutual Life - - 2 5,453,727
Insurance Company
Guaranteed
Investment Contract
PNC Bank............... Protective Life 12 309,315 1 3,948,311
Insurance Company
Guaranteed
Investment Contract
PNC Bank............... PNC Money 109 6,797,301 139 4,895,963
Market Portfolio
PNC Bank............... American Mutual Fund 92 1,898,895 86 1,268,504
</TABLE>
<TABLE>
<CAPTION>
Cost of Current Value of Assets
Identity of Party Description of Assets Assets Sold on Transaction Date Net Gain
- ----------------------- ----------------------- ------------- -------------------------- -----------
<S> <C> <C> <C> <C>
PNC Bank............... John Hancock Mutual - $2,619,121 A -
Life Guaranteed
Investment Contract
PNC Bank............... Allstate Life Insurance $3,595,975 7,740,038 A -
Company Guaranteed 3,595,975 B -
Investment Contract
PNC Bank............... Penn Mutual Life 5,453,727 5,453,727 B -
Insurance Company
Guaranteed
Investment Contract
PNC Bank............... Protective Life 3,948,311 309,315 A -
Insurance Company 3,948,311 B -
Guaranteed
Investment Contract
PNC Bank............... PNC Money 4,895,963 6,797,301 A -
Market Portfolio 4,895,963 B -
PNC Bank............... American Mutual Fund 1,193,799 1,898,895 A -
1,268,504 B $74,705
</TABLE>
A - At acquisition.
B - At disposition.
12
<PAGE> 14
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE CARBIDE/GRAPHITE GROUP, INC.
SAVINGS INVESTMENT PLAN
By: /s/ WALTER E. DAMIAN
-----------------------------
Walter E. Damian
Plan Administrator
<PAGE> 1
EXHIBIT 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement, of The Carbide/Graphite Group, Inc. Savings Investments Plan on Form
S-8, of our report dated November 13, 1996 on our audits of the financial
statements of The Carbide/Graphite Group, Inc. Savings Investment Plan as of
December 31, 1995 and 1994 and for the year ended December 31, 1995, included
in this Annual Report on Form 11-K.
Pittsburgh, Pennsylvania /s/ COOPERS & LYBRAND L.L.P.
November 25, 1996 ----------------------------
