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): November 6, 1998
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:
Current Developments Update
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On November 6, 1998, the Company announced the following information with
respect to the closure of certain production facilities and the Company's
expected results for its fiscal first quarter ended October 31, 1998:
Pittsburgh, PA - November 6, 1998 - The Carbide/Graphite Group, Inc.
(NASDAQ NNM: CGGI) today announced that it plans to close its highest-cost
graphitizing and baking operations in St. Marys, Pennsylvania, which account for
approximately 12% of the Company's total electrode production capacity. A 60-day
notice, as required by the WARN Act, has been given in order to prepare for the
closure by January 1999. Walter B. Fowler, Chief Executive Officer, commented,
"The combination of high operating costs and weaker electrode prices has made it
uneconomic to continue to produce in our St. Marys Acheson graphitizing units
and corresponding baking units. It was our intention to begin construction in
1999 of a new longitudinal graphitizing facility at our Niagara Falls, New York
plant which would have replaced these older, less efficient Acheson units.
However, as a result of current market conditions, this project has been placed
on hold and will be reconsidered at a later date. This delay in capital spending
and the cost reduction efforts we have initiated will conserve cash and help
sustain profitability during this period of reduced electrode demand."
The Company will record a pre-tax, substantially non-cash charge of
approximately $8.0 million in its fiscal first quarter ended October 31, 1998 to
provide for the write down of fixed assets associated with the units to be
closed, as well as other closure and severance costs. Excluding the effects of
this one-time charge, preliminary results for the fiscal first quarter ended
October 31, 1998 are approximately $0.38 per share (diluted basis). The Company
plans to release details of its first quarter results on Thursday, November 19.
The Carbide/Graphite Group, Inc. is a leading manufacturer of industrial
graphite, premium needle coke and calcium carbide products with manufacturing
facilities in St. Marys, Pennsylvania; Niagara Falls, New York; Louisville and
Calvert City, Kentucky; and Seadrift, Texas.
(Continue)
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Note: This release may contain forward-looking statements that are based on
current expectations, estimates and projections about the industries in which
the Company operates, management's beliefs and assumptions made by management.
Words such as "expects," "anticipates," "intends," "plans," "believes,"
"estimates" and variations of such words and similar expressions are intended to
identify such forward-looking statements. These statements constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, and are subject to the safe harbor created thereby. These
statements are based on a number of assumptions that could ultimately prove
inaccurate and, therefore, there can be no assurance that such statements will
prove to be accurate. Factors which could affect actual future results include
the occurrence of unanticipated events or circumstances relating to
investigations by the Department of Justice, the antitrust enforcement
authorities of the European Union or related civil lawsuits as well as the
assertion of other claims relating to such investigations or lawsuits or the
subject matter thereof. Such factors also include the possibility that increased
demand or prices for the Company's products may not occur or continue, changing
economic and competitive conditions (including currency exchange rate
fluctuations), technological risks and other risks, costs and delays associated
with the start-up and operation of major capital projects (including the
Company's modernization program), changing governmental regulations (including
environmental rules and regulations) and other risks and uncertainties,
including those detailed in the Company's filings with the Securities and
Exchange Commission.
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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: November 6, 1998
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