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 20, 1997
THE CARBIDE/GRAPHITE GROUP, INC.
Delaware 0-20490 25-1575609
(State of Incorporation) (Commission File Number) (IRS Employer
Identification Code)
One Gateway Center, 19th Floor
Pittsburgh, PA
15222
(Address of principal executive offices)
Registrant's telephone number, including area code: (412) 562-3700
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Item 1 through Item 4: Not applicable.
Item 5 -- Other Events:
Legal Proceedings Update
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On August 20, 1997, Erie Forge and Steel, Inc. dismissed the case it had
filed against the Company in the United States District Court for the Western
District of Pennsylvania. Four civil cases have been filed in the United States
District Court for the Eastern District of Pennsylvania in Philadelphia
asserting claims on behalf of purchasers for violations of the Sherman Act which
claims are substantially similar to those asserted in the case filed by Erie
Forge and Steel, Inc. Those cases have been consolidated. The consolidated case
names the Company, UCAR International, Inc. and SGL Carbon Corporation as
defendants and seeks treble damages. The Company intends to vigorously defend
against this consolidated action. No provision for liability related to such
matter has been made in the unaudited condensed consolidated financial
statements set for in the Company's Form 10-Q for the quarter ended April 30,
1997.
Current Developments Update
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On September 2, 1997, the Company made the following announcement regarding
a tender offer and consent solicitation associated with its 11.5% Senior Notes
due 2003:
Pittsburgh, PA - September 2, 1997 - The Carbide/Graphite Group, Inc.
(NASDAQ NNM: CGGI) today announced a tender offer and consent solicitation
initiated on August 29, 1997 for the $80,035,000 outstanding principal amount of
its 11 1/2% Senior Notes due September 1, 2003 (the "Notes").
The purchase price to be paid for each tendered Note will be based on a
fixed spread of 50 basis points over the yield of the 6 1/8% U.S. Treasury Note
due August 31, 1998, as calculated on September 23, 1997, or if the offer is
extended, the third business day prior to the expiration date of the offer
(September 23, 1997, or such later date, the "Pricing Date"), less a consent
payment of $15.00 per $1,000 in Note principal (the "Consent Payment"). In
conjunction with the offer, the Company is soliciting consents to eliminate
substantially all of the restrictive covenants and certain default provisions in
the Indenture under which the Notes were issued, other than the covenants to pay
interest on and principal of the Notes and the default provisions related to
such covenants. The offer is conditioned on, among other things, the receipt of
consents from the holders of at least a majority of the Notes (the "Requisite
Consents") and receipt of sufficient financing to consummate the offer. Holders
who tender their Notes in the offer will be required to consent to the proposed
amendments.
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The Consent Payment will only be paid to holders of Notes who tender their
Notes and give their consent at or prior to Midnight, New York City time, on the
date (the "Consent Date") that is one business day following the public
announcement (by press release) of the occurrence of (i) September 12, 1997
(provided the Company has received the Requisite Consents by such date) or (ii)
such date as the Company receives the Requisite Consents. The offer will expire
on September 26, 1997 (the "Expiration Date"), provided that there will be a
minimum of five business days between the Consent Date and the Expiration Date.
Tendered notes may be withdrawn and related consents may be revoked at any time
on or prior to the Consent Date but not thereafter. If the Expiration Date is
extended to a date later than September 26, 1997, the Pricing Date will be
extended to the date that is the third business day prior to the Expiration
Date.
For additional information regarding the pricing, tender and delivery
procedures and conditions of the offer and consent solicitation, reference is
made to the Offer to Purchase and Solicitation of Consents and related
transmittal documents, copies of which can be obtained from MacKenzie Partners,
Inc., the information agent for the offer. NationsBanc Capital Markets, Inc. is
the dealer manager for the offer and consent solicitation.
The Carbide/Graphite Group, Inc. is a leading manufacturer of industrial
graphite and calcium carbide products with manufacturing facilities in St.
Mary's, Pennsylvania; Niagara Falls, New York; Louisville and Calvert City,
Kentucky; and Seadrift, Texas.
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Item 6 through Item 9: Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the following hereunto duly authorized.
The Carbide/Graphite Group, Inc.
/s/ Walter B. Fowler
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Walter B. Fowler - Chief Executive Officer
Dated: September 2, 1997
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