As filed with the Securities and Exchange Commission on November 19, 1996
Registration No. 33-31408
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-3 TO FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE CARBIDE/GRAPHITE GROUP, INC.
(Exact name of the registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
25-1575609
(I.R.S. Employer
Identification No.)
One Gateway Center, 19th Floor
Pittsburgh, PA 15222
(412) 562-3700
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
--------------------------------------
Nicholas T. Kaiser, Chairman
The Carbide/Graphite Group, Inc.
One Gateway Center, 19th Floor
Pittsburgh, PA 15222
(412) 562-3700
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Roger Mulvhill, Esquire
Dechert Price & Rhoads
477 Madison Avenue
New York, NY 10022
(212) 326-3500
--------------------------------------
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective as
and when the securities being registered on this form are sold.
--------------------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
- --------------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
--------------------------------------
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as of the Commission, acting pursuant to said Section 8
(a) may determine.
<PAGE>
PROSPECTUS
1,148,000 Shares
The Carbide/Graphite Group, Inc.
Common Stock
This Prospectus relates to the offer and sale of 1,148,000 shares (the
"Shares") of common stock, par value $.01 per share (the "Common Stock") of The
Carbide/Graphite Group, Inc. (the "Company") which may be offered for sale
hereby, including shares of Common Stock which may be issuable upon exercise of
outstanding stock options and shares offered for resale following such exercise,
from time to time, by any or all of the selling stockholders named herein (the
"Selling Stockholders"). See "Security Ownership of Selling Stockholders"
contained in this Prospectus. The Company will not receive any of the proceeds
from the sale of the Shares.
On March 1, 1996, 2,457,958 shares of Common Stock (the "Registered
Shares") were registered with the Securities and Exchange Commission on Form
S-1. On March 6, 1996, 999,958 shares of the Registered Shares were offered
pursuant to a Prospectus Supplement and sold by certain selling stockholders
named therein through an underwritten public offering. From June 4, 1996 through
October 31, 1996, 310,000 shares of the Registered Shares were sold by certain
Selling Stockholders. The 1,148,000 Shares of the remaining Registered Shares
may be offered for sale hereby.
The Common Stock is quoted on the NASDAQ National Market System under the
symbol "CGGI." On November 19, 1996, the last reported sale price of the
Company's Common Stock as reported by the NASDAQ National Market System was
$19.25 per share.
SEE "RISK FACTORS" COMMENCING ON PAGE 2 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK
OFFERED HEREBY.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
--------------------
The Shares of Common Stock to which this Prospectus relates may from time
to time be offered and sold by the Selling Stockholders to or through
underwriters, through one or more agents or dealers or directly to purchasers.
The Shares may be sold by the Selling Stockholders from time to time, in
ordinary brokers' transactions through the NASDAQ National Market System at the
price prevailing at the time of such sale. The Shares may also be offered in
block trades, private transactions, or otherwise. The net proceeds to the
Selling Stockholder will be the proceeds received by him upon such sales, less
brokerage commissions. All expenses of registration in connection with this
offering are being borne by the Company, but the Selling Stockholders will pay
any brokerage fees and other expenses of sale incurred by them. See "Plan of
Distribution" in this Prospectus.
The date of this Prospectus is November 19, 1996
<PAGE>
RISK FACTORS
Prospective purchasers of the Common Stock should consider carefully the
factors set forth below as well as the information set forth in this Prospectus
prior to purchasing the Shares offered hereby.
Cyclicality of Markets
The steel industry, which constitutes the market for the Company's graphite
electrodes and a major market for its calcium carbide desulfurization products,
is highly cyclical. As a result, the Company's steel industry-related products
will face periods of reduced demand, which, because of the generally high fixed
costs of the Company's business, could result in substantial downward pressure
on profitability. Moreover, similar profit pressures within the steel industry
may make it difficult for the Company to pass on increased operating costs to
its customers through higher prices of graphite electrodes or calcium carbide
desulfurization products. Industry prices may decline significantly, which would
require the Company to meet the lower prices, thereby reducing its
profitability.
Demand for and sales of graphite electrodes fluctuate from quarter to
quarter due to such factors as scheduled plant shutdowns by customers,
vacations, changes in customer production schedules in response to seasonal
changes in energy costs, weather conditions, strikes and work stoppages at
customer plants and changes in customer order patterns in response to the
announcement of price increases. Generally, these factors tend to affect
adversely the Company's results of operations. During the period prior to the
effective date of a price increase, customers tend to buy additional quantities
of graphite electrodes, or "buy-ahead," at the then lower price. A buy-ahead
increases sales of electrodes during the period in which it occurs, but results
in decreased sales during the period following the price increase, as customers
use electrode inventories purchased in the buy-ahead.
Competition
All of the markets in which the Company participates in both graphite
electrode products and calcium carbide products are highly competitive.
Participants in both the graphite electrode and calcium carbide markets compete
on the basis of service and product quality, reliability, efficiency and price.
Additionally, several of the Company's competitors in the graphite electrode
business have greater resources than the Company. Competitive factors could
require price reductions or increased spending that could materially adversely
affect the Company's results of operations.
The Company's two largest competitors in graphite electrodes, UCAR
International, Inc. and SGL Carbon AG, are market and price leaders, each having
a worldwide market share in the range of 25% to 35% and electrode production
facilities in many countries. The Company is one of a small group of companies
each having a worldwide market share of 5% to 7%. While the Company markets its
graphite electrodes worldwide, it has no production facility outside of the
United States and, accordingly, has significant transportation and duty cost
disadvantages relative to its competitors located in foreign markets.
Risks Associated with Export Sales
While the Company manufactures all of its graphite electrodes in the United
States, exports of graphite electrodes account for approximately 50% of the
Company's annual shipments of graphite electrodes and are expected to continue
to represent a substantial portion of the Company's total graphite electrode
sales. As a result, the Company may be unfavorably affected, as compared with
its competitors producing in foreign markets, by factors such as currency
exchange rates, labor stability and environmental considerations.
Declining Consumption and Industry Capacity
The consumption of graphite electrodes by Electric Arc Furnace ("EAF")
steelmakers relates directly to the rate and efficiency of EAF steel production.
The EAF steel industry has shown declining consumption patterns for graphite
electrodes due to, among other reasons, improvements in EAF technology and
operating efficiencies that have reduced the quantity of graphite electrodes
consumed per ton of steel produced, i.e., the "specific consumption" of graphite
electrodes. This historical decline in specific consumption, as well as
occasional overcapacity in the graphite electrode industry, has
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depressed electrode prices in the past. To the extent that growth in EAF steel
production does not offset the decline in specific consumption of electrodes, or
there is a significant increase in electrode manufacturing capacity, the
Company's results of operations could be materially adversely affected.
Limited Availability and Pricing of Needle Coke Feedstocks
The Company requires low sulfur decant oil in the manufacture of needle
coke. While almost all large, integrated oil refineries produce decant oil, only
a limited number of refineries on the Texas Gulf Coast produce a low sulfur
decant oil suitable for the Company's use. The Company's competitors in needle
coke manufacturing, Conoco, Inc. and UNO-VEN Company, operate large, integrated
refineries that have the ability to desulfurize decant oil. The Company does not
have feedstock desulfurization capability and is dependent on the purchase of
its low sulfur decant oil requirements from refineries that do have such
capability or that process low sulfur crude oils. There is no assurance that the
Company will be able to obtain an adequate quantity of suitable feedstocks at
all times in the future or at acceptable prices.
The Company purchases approximately 1,200,000 barrels per year of decant
oil at prices slightly higher than the spot market U.S. Gulf Coast price for
heavy fuel oil in effect at the time of lifting. These prices can fluctuate
significantly for various reasons including, among other things, worldwide
fluctuations in the price of crude oil and cold weather. The Company attempts to
mitigate the negative effect of decant oil price increased by holding a
substantial quantity in inventory (up to 90 days) and by hedging periodically
with crude oil and/or heating oil future contracts.
Since the end use for virtually all needle coke is in the manufacture of
graphite electrodes, large increases in the Company's cost of decant oils can be
passed on to its customers (either its ultimate electrode customers or its
customers for needle coke) only if the Company's needle coke competitors
(themselves oil companies) increase their needle coke prices and their customers
in turn (graphite electrode producers) increase their electrode prices.
Performance Standards
From time to time, graphite electrode manufacturers, including the Company,
experience temporary declines in the quality of their graphite electrodes,
frequently resulting in customer credits and reimbursements. The Company
continually evaluates and implements procedures to improve electrode quality and
believes that its current electrode performance meets the quality requirements
of its customers. Moreover, the Company has implemented a modernization program
which is intended to enhance further the Company's ability to consistently
manufacture electrodes of acceptable quality. There can be no assurance,
however, that temporary declines in electrode product quality will not recur or
that customers or potential customers will not perceive that there is a quality
problem with the Company's electrodes.
Dependence on Energy Supplies
The Company purchases its energy requirements at four of its five plants.
At the Company's plant at Niagara Falls, electrical energy is supplied by the
Power Authority of the State of New York at favorable, pre-determined prices
under a contract that expires in 2006. The other three plants, at St. Marys,
Pennsylvania and Louisville and Calvert City, Kentucky, are supplied under
conventional power contracts, whereby service could be interrupted or otherwise
adversely affected by factors such as system shortages, customer priorities,
weather conditions and the like. The Company also purchases natural gas at all
of its plants and is affected by the availability and pricing of gas supplies.
Reliance on Needle Coke Sales to Graphite Electrode Competitors
The Company's needle coke production capacity is currently approximately
40,000 tons per year in excess of its internal requirements. This output is
currently sold to five contract customers, together with occasional spot sales
to two or three others, in the United States and in western and eastern Europe.
Although the Company believes that it has very good relationships with these
customers and is not particularly vulnerable to significant reductions in its
sales to them, these customers are also competitors in the graphite electrode
market, and there can be no assurance that the Company will maintain any of
these relationships on satisfactory terms.
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<PAGE>
Environmental Matters
The Company's operations are subject to federal, state and local laws,
regulations and ordinances relating to the storage, handling, generation,
treatment, emission, release, discharge and disposal of certain materials,
substances and wastes. The nature of the Company's operations exposes it to the
risk of claims with respect to environmental matters and there can be no
assurance that material costs or liabilities will not be incurred in connection
with such claims. The Company does not currently have any environmental
impairment insurance coverage and does not anticipate obtaining such coverage in
the future.
In connection with the agreement under which the Company acquired its
operating assets from The BOC Group, plc ("BOC") (the "Asset Acquisition"), BOC,
agreed to indemnify the Company, its successors and assigns, against certain
liabilities, to the extent not disclosed and expressly excluded from the
indemnity, arising from (i) pre-closing operations of its former divisions
(regardless of whether such liabilities arose during or before BOC's ownership
thereof); (ii) assets transferred to the Company pursuant to the Asset
Acquisition; and (iii) pre-closing activities conducted at the real property and
leased premises transferred to the Company pursuant to the Asset Acquisition.
Such indemnification includes certain liabilities arising out of the use,
generation, transportation, storage, treatment, release or disposal of hazardous
materials; the violation of any environmental regulations; or any claim or cause
of action to the effect that the Company is responsible or liable for acts or
omissions of BOC concerning hazardous materials. Under the indemnity, the
Company is required to pay 20% of the first $2.5 million of costs relating to
such environmental claims or liabilities. Thereafter, BOC is responsible for all
of such liabilities. Since the Asset Acquisition and as of October 31, 1996, the
total reimbursable claims submitted to BOC have approximated $0.4 million, all
of which have been paid. The BOC indemnity survives for all covered claims
brought within 15 years after closing of the Asset Acquisition, which occurred
in July 1988. A number of identifiable costs at the time of the Asset
Acquisition, such as the need for certain pollution control equipment, receipt
of certain discharge permits and the need for continued operation and
maintenance of a landfill used exclusively by the Company at its St. Marys
facility, were disclosed by BOC and were excluded from the indemnification. The
Company has installed much of the pollution control equipment and received the
discharge permits excluded from the BOC indemnity. If any of the pollution
control equipment excluded from the BOC indemnity is required in the future for
reactivation of production equipment or increases in capacity, the costs related
thereto are not believed by the Company to be material.
In connection with the sale (the "Specialty Products Sale") of the
Company's graphite specialty products business to SGL Carbon Corporation ("SGL
Corp."), the Company agreed to indemnify SGL Corp. for 80% of all environment
costs in excess of an aggregate $100,000 threshold up to a maximum exposure of
$6.0 million. In addition, with respect to the Company's subsidiary, Speer
Canada, Inc., sold pursuant to the Specialty Products Sale, the Company agreed
to indemnify SGL Corp. for 80% of all environment costs, in excess of a $100,000
threshold, relating to such subsidiary's operations prior to the consummation of
the Specialty Products Sale, up to a maximum exposure of $1.5 million. As of
October 31, 1996, no environmental claims have been submitted for
indemnification by SGL Corp.
Based upon the Company's experience to date and the indemnification by BOC,
the Company believes that its future cost of compliance with environmental laws,
regulations and ordinances, or exposure to liability for environmental claims,
will not have a material adverse effect on the Company's business or financial
position. However, future events, such as changes in existing laws and
regulations, may give rise to additional compliance costs or liability that
could have a material adverse effect on the Company's results of operations and
financial condition. Additionally, the Company's lack of environmental
impairment insurance coverage may subject it to material liabilities in
connection with environmental matters, although to the Company's knowledge it is
not currently subject to any material environmental liability.
Labor Relations
As of July 31, 1996, the Company employed 887 people in its graphite
electrode products segment, 30% of whom were salaried and 70% of whom were paid
hourly, and 318 people in the calcium carbide segment, 21% of whom were salaried
and 79% of whom were paid hourly. The Company's Seadrift needle coke plant is
staffed entirely with salaried personnel.
During fiscal 1996, the Company negotiated three labor contracts with
unions representing its hourly employees at the St. Marys, Louisville and
Calvert City facilities. The St. Marys labor agreement will expire in June 1999,
while the
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<PAGE>
Louisville and Calvert City agreements will expire in July 2001 and February
2001, respectively. The Company believes that the new labor agreements were
settled on terms that were satisfactory. The labor contract covering the
Company's hourly work force at its Niagara Falls, New York facility will expire
in January 1999. The Company believes that its relationships with the unions are
stable. However, there can be no assurance that new agreements will be reached
without union action or will be on terms satisfactory to the Company.
Substantial Leverage
As of October 31, 1996, the Company had approximately $82 million of
outstanding indebtedness and approximately $19 million of available borrowings
under its revolving credit facility. In the event that the Company's cash flows
from operations and working capital are not sufficient to fund the Company's
expenditures and to service its indebtedness, the Company would be required to
raise additional funds through the sale of equity securities, the refinancing of
all or part of its indebtedness or the sale of assets. There can be no assurance
that any of these sources of funds would be available in amounts sufficient for
the Company to meet its obligations. Moreover, the Company's highly leveraged
capital structure could limit significantly its ability to finance expansion and
capital expenditures, to compete effectively and to operate successfully under
adverse economic conditions.
Shares Eligible for Future Sale
The Shares are available to be sold from time to time in market
transactions or otherwise. Sales of substantial amounts of Common Stock in the
public market, whether such shares are presently outstanding or subsequently
issued, or the perception that such sales could occur, could adversely affect
prevailing market prices for the Common Stock and could impair the Company's
ability to raise capital in the future through an offering of its equity
securities. The Company cannot predict when or how many of such shares of Common
Stock may be offered for sale or sold to the public in the future.
Market for Common Stock
The Company's Common Stock is quoted on the Nasdaq National Market System.
No assurance can be given as to the liquidity of the market for the Common Stock
or the price at which any sales may occur, which price will depend upon a number
of factors, many of which are beyond the control of the Company.
Provisions Having Possible Anti-Takeover Effects
The Company's Charter and By-Laws contain certain provisions concerning
voting, issuance of preferred stock, removal of officers and directors and other
provisions which may have the effect of discouraging, delaying or preventing a
change in control of the Company.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports, proxy
and information statements, and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. and at its Regional
Offices located at Seven World Trade Center, Suite 1300, New York, New York
10048 and copies of such material can be obtained at the prescribed rates from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission maintains an Internet web site
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission.
The Company has filed with the Commission a registration statement on Form
S-1 (such registration statement, together with all amendments and exhibits
thereto, being hereinafter referred to as the Registration Statement) under the
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Securities Act of 1933, as amended (the "Securities Act") for the registration
of the shares of Common Stock offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. Reference is hereby made to the Registration Statement for further
information with respect to the Company and the Shares offered hereby.
Statements contained herein concerning the provisions of documents filed as
exhibits to the Registration Statement are necessarily summaries of such
documents, and each such statement is qualified in its entirety by reference to
the copy of the applicable document filed with the Commission. Copies of the
Registration Statement (including exhibits thereto) are on file at the offices
of the Commission and may be obtained upon payment of the fee prescribed by the
Commission or may be examined without charge at the offices of the Commission.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates into this Prospectus by reference the
following documents heretofore filed with the Commission.
1. The Company's Annual Report on Form 10-K for the fiscal year ended July 31,
1996.
2. The description of the Company's Common Stock in the Company's Registration
Statement on Form S-1 dated March 1, 1996 (Commission File No. 33-31408),
together with all amendments or reports, if any, filed for the purpose of
updating such description to the extent of such updating.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to
the termination of this offering, shall be deemed incorporated by reference into
this Prospectus. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon such
person's written or oral request, a copy of any and all of the documents and
information which are incorporated by reference herein (other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
into such documents). Such requests are to be addressed to William M. Thalman,
Manager of Investor Relations and External Reporting, The Carbide/Graphite
Group, Inc., One Gateway Center, 19th Floor, Pittsburgh, PA 15222, (412)
562-3752.
THE COMPANY
The Company was incorporated in the state of Delaware in June 1988 as The
Carbon/Graphite Group, Inc. The name of the Company was changed to The
Carbide/Graphite Group, Inc. in May 1992. The Company's executive offices are
located at One Gateway Center, 19th Floor, Pittsburgh, Pennsylvania 15222, and
its telephone number is (412) 562-3700.
USE OF PROCEEDS
The shares of Common Stock which may be offered hereby are being sold by
the Selling Stockholders. The Company will not receive any of the proceeds from
the sale of such shares.
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Security Ownership of Selling Stockholders
The following table sets forth certain information, as of November 15,
1996, regarding the beneficial ownership of shares of Common Stock by each of
the Selling Stockholders, the number of Shares that may be offered by each
Selling Stockholder and the number and percentage of shares of Common Stock
beneficially owned assuming that all the Shares are sold to third parties.
<TABLE>
<CAPTION>
Amount that
Beneficial Ownership may be Beneficial Ownership
Prior to Sale under this offered by After Sale under this
Post-Effective Amendment Selling Post-Effective Amendment
(1) (2) Stockholder (1) (2)
----------------------------- --------------- --------------------------
Number Percentage Number Number Percentage
------------ -------------- --------------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Nicholas T. Kaiser (3)(4)................ 431,000 5.0 % 410,000 21,000 0.2 %
Ronald N. Clawson (3)(5)................. 155,000 1.8 140,000 15,000 0.2
Walter B. Fowler (3)(5).................. 85,000 1.0 70,000 15,000 0.2
Stephen D. Weaver (3)(6)................. 43,500 0.5 30,000 13,500 0.2
Walter E. Damian (3)(7)................... 35,500 0.4 25,000 10,500 0.1
James G. Baldwin (3)(8).................. 76,700 0.9 75,000 1,700 *
James R. Ball (3)(8)..................... 16,700 0.2 15,000 1,700 *
Ronald B. Kalich (3)(8).................. 11,700 0.1 10,000 1,700 *
Roger Mulvihill (3)...................... 8,000 0.1 8,000 + -
Robert M. Howe (3)(8).................... 2,700 * - 2,700 *
Paul F. Balser (3)(8).................... 1,700 * - 1,700 *
All officers and directors as a group
(11 persons)........................... 867,500 9.9 783,000 84,500 1.0
John P. Monago (9)........................ 61,000 0.7 55,000 6,000 0.1
Vice President and Plant Manager
(Niagara Falls)
Michael A. Kokoska........................ 35,000 0.4 35,000 + -
District Sales Manager
Ara P. Hacetoglu (10).................... 33,500 0.4 27,500 6,000 0.1
Vice President and Plant Manager
(Louisville)
Robert G. Pepler (10).................... 31,000 0.4 25,000 6,000 0.1
Vice President and Plant Manager
(Calvert City)
Millard E. Walck.......................... 30,000 0.4 30,000 + -
Controller (Niagara Falls)
Peter E. Younghans (11).................. 28,500 0.3 22,500 6,000 0.1
Vice President and Plant Manager
(St. Marys)
Jim J. Trigg (12)........................ 28,000 0.3 20,000 8,000 0.1
General Manager - Seadrift Coke, L.P.
Stanley L. Foster......................... 25,000 0.3 25,000 + -
Director - Environment and Planning
Stewart W. Robinson (9)................... 21,000 0.3 15,000 6,000 0.1
Vice President - Technical (Carbide)
Samuel L. Hoff............................ 20,000 0.2 20,000 + -
Director - Raw Materials Technology
Donald S. Masyada (9)..................... 18,500 0.2 12,500 6,000 0.1
Vice President - Electrode Sales
Gerald N. Casillo......................... 18,000 0.2 18,000 + -
Manager - Production and Process
Engineering
</TABLE>
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<TABLE>
<CAPTION>
Amount that
Beneficial Ownership may be Beneficial Ownership
Prior to Sale under this offered by After Sale under this
Post-Effective Amendment Selling Post-Effective Amendment
(1) (2) Stockholder (1) (2)
----------------------------- --------------- --------------------------
Number Percentage Number Number Percentage
------------ -------------- --------------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Frank L. Sizemore......................... 15,000 0.2 % 15,000 + -
Maintenance Manager (Louisville)
Robert G. Keys............................ 15,000 0.2 15,000 + -
Maintenance Manager - Seadrift
Coke, L.P.
Joseph A. Garvelli........................ 12,500 0.1 12,500 + -
Controller - Seadrift Coke, L.P.
David F. Higginbotham..................... 12,500 0.1 12,500 + -
International Sales Manager
Roger C. Fritz............................ 2,500 * 2,500 + -
Manager - Information Systems
Leo E. Ehrensberger....................... 2,000 * 2,000 + -
Controller (St. Marys)
</TABLE>
+ If the Selling Stockholder were to sell all of his shares offered hereby,
the amount of beneficial ownership of shares reflected in this table would
be zero.
* Less than 0.1%.
(1) Unless otherwise noted, each stockholder has sole voting and investment
power with respect to the shares shown.
(2) Unless otherwise noted, amounts may include shares of Common Stock issuable
upon the exercise of non-vested options.
(3) For a discussion of the position, office or other material relationship
between the Company and the Selling Stockholder, see the Company's Annual
Report on Form 10-K for the fiscal year ended July 31, 1996.
(4) Includes 21,000 of non-vested stock options.
(5) Includes 15,000 of non-vested stock options.
(6) Includes 13,500 of non-vested stock options.
(7) Includes 10,500 of non-vested stock options.
(8) Includes 1,700 of non-vested stock options.
(9) Includes 6,000 of non-vested stock options.
(10) Includes 13,500 of non-vested stock options.
(11) Includes 21,000 of non-vested stock options.
(12) Includes 15,500 of non-vested stock options.
PLAN OF DISTRIBUTION
The Company has been advised that the Shares may from time to time be
offered and sold by the Selling Stockholders to or through underwriters, through
one or more agents or dealers or directly to purchasers. The distribution of the
Shares may be effected from time to time in one or more transactions (which may
include "block" transactions) at a fixed price or prices, which may be changed,
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Company has been further
advised that offers to purchase Shares may be solicited directly by the Selling
Stockholders or by agents designated by the Selling Stockholders from time to
time.
If sold through agents, the Shares may be sold from time to time by means
of (i) ordinary brokers' transactions, (ii) block transactions (which may
involve crosses) in accordance with the rules of any stock exchange or trading
system on which the Common Stock is admitted for trading privileges (the
"Markets"), in which such an agent may attempt to sell the Common Stock as agent
but may position and resell all or a portion of the blocks as principal, (iii)
"fixed price offerings" off the Markets (as described below) or (iv) any
combination of such methods of sale, in each case at market
8
<PAGE>
prices prevailing at the time of sale in the case of transactions on the Markets
and at prices related to prevailing market prices or negotiated prices in the
case of transactions off the Markets. In connection therewith, distributors' or
sellers' commissions may be paid or allowed. If an agent purchases Shares as
principal, such stock may be used resold by any of the methods of sale described
above.
From time to time an agent may conduct a "fixed price offering" of Shares
off the Markets. In such case, such agent would purchase a block of shares from
the Selling Stockholders and would form a group of selected dealers to
participate in the resale of the shares.
If a dealer is utilized in the sale of Shares, the Selling Stockholders may
sell such Shares to the dealer as principal. The dealer may then resell such
Shares to the public at varying prices determined by such dealer at the time of
resale.
In connection with the sale of Shares, underwriters or agents may receive
compensation from the Selling Stockholders or from purchasers of Shares for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters or agents may sell Shares to or go through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commission from the underwriters or agents and/or commissions from the
purchasers for whom they may act as agents. Underwriters, agents and dealers
that participate in the distribution of Shares may be deemed to be underwriters,
and any discounts or commissions received by them from the Selling Stockholders
and any profit on the resale of Shares by them may be deemed to be underwriting
discounts and commissions, under the Securities Act.
Selling Stockholders may also pledge their Shares to banks, brokers or
other institutions as security for margin loans or other financial
accommodations that may be extended to such Selling Stockholders, and any such
pledgee institution may similarly offer, sell and effect transactions in Shares.
Each Selling Stockholder (and pledgee) reserves the sole right to accept and,
together with its agents from time to time, to reject, in whole or in part, any
proposed purchase of Shares to be made directly or through agents.
The Selling Stockholders, any pledgees and any agents, brokers, dealers or
underwriters that participate with any of them in the distribution of the Shares
may be deemed to be "underwriters" under the Securities Act and any discounts or
commissions received by them and any profit on the resale of the Shares by them,
may be deemed to be underwriting discounts or commissions under the Securities
Act.
LEGAL MATTERS
Certain legal matters with respect to the legality of the issuance of the
Common Stock offered hereby are being passed upon for the Company and the
Selling Stockholders by Dechert Price & Rhoads, 477 Madison Avenue, New York, NY
10022. Roger Mulvihill, a partner of Dechert Price & Rhoads, is the Secretary of
the Company and holds 8,000 shares of Common Stock which are registered for sale
hereunder.
EXPERTS
The consolidated balance sheets as of July 31, 1996 and 1995 and the
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended July 31, 1996, included in the
Company's Annual Report on Form 10-K, have been incorporated herein in reliance
on the report, which includes an explanatory paragraph describing an accounting
change for postretirement benefits dated September 10, 1996, of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing.
9
<PAGE>
[Outside Back Cover]
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS, AND
INFORMATION OR REPRESENTATIONS NOT CONTAINED HEREIN, IF GIVEN OR MADE, MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS AND ANY SUPPLEMENT
HERETO DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
BUY, ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION IN WHICH, OR TO
ANY PERSON TO WHOM, SUCH OFFER OR SOLICITATION MAY NOT LAWFULLY BE MADE. NEITHER
THE DELIVERY OF THIS PROSPECTUS OR ANY SUPPLEMENT HERETO NOR ANY SALES MADE
HEREUNDER OR THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THEIR RESPECTIVE DATES.
Table of Contents
Page
Risk Factors.............................................2
Available Information....................................5
Incorporation of Documents by
Reference..............................................6
The Company..............................................6
Use of Proceeds..........................................6
Selling Stockholders.....................................7
Plan of Distribution.....................................8
Legal Matters............................................9
Experts..................................................9
THE CARBIDE/GRAPHITE GROUP, INC.
1,148,000 Shares
of
Common Stock
($.01 par value)
PROSPECTUS
November 19, 1996
<PAGE>
INFORMATION NOT REQUIRED IN PROSPECTUS
Other Expenses of Issuance and Distribution
All expenses of issuance and distribution of the Shares, other than
underwriting discounts and/or brokerage commissions which are to be paid by the
Selling Stockholder, will be borne by the Registrant. The following itemized
list is an estimate of such expenses:
SEC Registration Fee .................................. $6,136
NASD Filing Fee ....................................... -
Legal Fees and Expenses ............................... 6,000
Accounting Fees and Expenses .......................... 3,000
Fees and Expenses of the Transfer Agent ............... -
Blue Sky Fees and Expenses ............................ -
Miscellaneous ......................................... 2,000
-------------
Total: $17,136
=============
Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware, Article Eleven of
the Registrant's Certificate of Incorporation, and Article Eight of the
Registrant's By-Laws, in each case as amended form time to time, require the
Registrant to indemnify all persons who it has the power to indemnify pursuant
thereto to the full extent of such provisions. The Registrant has obtained a
directors and officers liability insurance policy which insures such persons
against loss arising from certain claims made by reason of their being directors
or officers of the Registrant.
Article 102 of the General Corporation Law of Delaware and Article Ten of
the Registrant's Certificate of Incorporation permit the limitation of
director's personal liability to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director except in certain
situations, including the breach of the director's duty of loyalty or for acts
or omissions not made in good faith.
The Asset Transfer Agreement dated as of July 9, 1988 by and among BOC, the
Company and Centre Capital Investors, L.P. provides that BOC shall protect,
defend, indemnify, and hold harmless the directors and officers of the Company
(i) at all times from and after the closing thereof against certain liabilities
incurred as a result of the asset transfer and (ii) for fifteen years from the
date of closing against liabilities with respect to environmental compliance and
the use, generation, transportation, storage, treatment, release, or disposal of
hazardous waste.
The Asset Purchase Agreement dated as of January 17, 1995 between SGL
Corp., the Company, C/G Specialty Products Business Trust (the "Trust") and
Materials Technology Corporation provides that SGL Corp. shall, for a period of
two years, defend, indemnify and hold harmless the officers, directors and
employees of the Company and the Trust, respectively, from, against and in
respect of certain liabilities incurred (i) by SGL Corp. subsequent to the date
of the agreement, (2) as a result of SGL Corp.'s non-performance of certain
provisions of the agreement or (3) with respect to certain liabilities assumed
by SGL Corp.
II-1
<PAGE>
Exhibits
Exhibit No. Description
4.1* Specimen Certificate for Common Stock of the Company 4.2* Indenture dated
August 26, 1993 between the Company and State Street Bank and Trust
Company, as trustee, relating to 11-1/2% Senior Notes Due 2003,
including the form of Senior Note included therein
5.1 Opinion of Dechert Price & Rhoads
23.1 Consent of Coopers & Lybrand L.L.P
23.2 Consent of Dechert Price & Rhoads (included in the opinion under item 5.1)
24.1* Power of Attorney
27.1 Financial Data Schedule (incorporated herein by reference to
Exhibit 27.1 of the Company's Annual Report on Form 10-K for the fiscal
year ended July 31, 1996)
- -------------------
* Previously filed with the Commission.
Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement;
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1) (i) and (1) (ii) shall not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereto.
(3) To remove from registration by means of post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15 (d) of the Securities Exchange Act of 1934)
incorporated by reference in this registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-2
<PAGE>
(5) That for purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be a part of this
Registration Statement as of the time it was declared effective.
(6) That for the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and it, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the Shares being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on the 19th
day of November, 1996.
THE CARBIDE/GRAPHITE GROUP, INC.
By /s/ Nicholas T. Kaiser
----------------------------------
Nicholas T. Kaiser
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacity indicated on November 19, 1996.
Signature Title
/s/ Nicholas T. Kaiser +
- ----------------------------
(Nicholas T. Kaiser) Chairman of the Board, President,
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Stephen D. Weaver
- ----------------------------
(Stephen D. Weaver) Vice President--Finance and Chief
Financial Officer
(Principal Financial Officer)
/s/ Jeffrey T. Jones
- ----------------------------
(Jeffrey T. Jones) Controller -- Corporate Finance
(Principal Accounting Officer)
/s/ James G. Baldwin +
- ----------------------------
(James G. Baldwin) Director
/s/ James R. Ball +
- ----------------------------
(James R. Ball) Director
- ----------------------------
(Paul F. Balser) Director
/s/ Ronald N. Clawson +
- ----------------------------
(Ronald N. Clawson) Director
/s/ Nicholas T. Kaiser for * +
- -------------------------------
(Walter B. Fowler) Director
- -------------------------------
(Robert M. Howe) Director
/s/ Nicholas T. Kaiser for * +
- -------------------------------
(Ronald B. Kalich) Director
* By: /s/ Nicholas T. Kaiser
-----------------------------------------
Nicholas T. Kaiser
(Attorney in Fact)
+ Signatures representing a majority of the Company's Board of Directors.
II-4
EXHIBIT 5.1
[Dechert Price & Rhoads Letterhead]
November 19, 1996
The Carbide/Graphite Group, Inc.
One Gateway Center, 19th Floor
Pittsburgh, Pennsylvania 15222
The Carbide/Graphite Group, Inc.
Dear Sirs:
We have acted as counsel for The Carbide/Graphite Group, Inc., a Delaware
corporation (the "Company"), in connection with its preparation and filing of a
Post-Effective Amendment No. 1 on Form S-3 (the "Amendment") to its Registration
Statement on Form S-1, Registration No. 33-31408 (together with any amendments
thereto, including the Amendment, the "Registration Statement") with respect to
the registration under the Securities Act of 1933, as amended (the "Act"), of
approximately 2,498,625 shares (the "Shares") of the Common Stock, par value
$.01 per share, of the Company proposed to be sold by the selling stockholders
identified in the Registration Statement (the "Selling Stockholders").
In connection therewith, we have examined, among other things, the
originals, certified copies or copies otherwise identified to our satisfaction
as being copies of originals, of the Restated Certificate of Incorporation and
the Amended and Restated By-Laws of the Company, each as amended; minutes of the
proceedings of the Company's Board of Directors, including committees thereof;
and such other documents, records, certificates of public officials and
questions of law as we deemed necessary or appropriate for the purpose of this
opinion.
Based upon the foregoing, we are of the opinion that: (1) the Shares
proposed to be sold by the Selling Stockholders pursuant to the Amendment which
are presently outstanding have been validly issued and are fully paid and
nonassessable, and (2) the Shares proposed to be sold by the Selling
Stockholders pursuant to the Amendment which are issuable upon exercise of stock
options held by the Selling Stockholders, upon the exercise of such stock
options in accordance with the respective terms thereof (including, without
limitation, the payment of the exercise price in respect thereof) and the
issuance of such Shares, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Amendment. We also consent to the reference made to us under the heading "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving the foregoing consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Act of the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Roger Mulvihill, a member of this firm, is the corporate Secretary and a
stockholder of the Company and may be a Selling Stockholder with respect to his
shares.
Very truly yours,
/s/ DECHERT PRICE & RHOADS
EXHIBIT 23.1
[Coopers & Lybrand L.L.P. Letterhead]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-3 (File No. 33-31408) of our reports dated September 10, 1996 on our
audits of the consolidated financial statements and financial statement schedule
of The Carbide/Graphite Group, Inc. and Subsidiaries (the Company) as of July
31, 1996 and 1995 and for each of the three years in the period ended July 31,
1996, which report is incorporated by reference or included in the Company's
Annual Report on Form 10-K for the fiscal year ended July 31, 1996. We also
consent to the reference to our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Pittsburgh, Pennsylvania
November 19, 1996
