CARBIDE GRAPHITE GROUP INC /DE/
8-K, 1998-07-29
ELECTRICAL INDUSTRIAL APPARATUS
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                       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): July 27, 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





<PAGE>

Item 1 through Item 4:  Not applicable.

Item 5 -- Other Events:


Legal Proceedings Update
- ------------------------

     On July 27, 1998,  the Company  announced  the following  information  with
respect to expected results for its fiscal fourth quarter ending July 31, 1998:

     Pittsburgh,  PA - July 27, 1998 - The Carbide/Graphite  Group, Inc. (NASDAQ
NNM: CGGI) today announced that due primarily to lower than expected needle coke
sales,  earnings  will be  approximately  $0.50 to $0.55 per share in the fiscal
1998 fourth quarter ending July 31, 1998.

     Walter B. Fowler, Chairman and Chief Executive Officer,  commented, "We are
a global supplier of needle coke and the current weakness in demand for electric
arc  furnace  steel in Asia has  translated  into  reduced  demand for  graphite
electrodes  and needle  coke.  Although we expect to replace  much of the needle
coke sales  volume in the long term,  the current  weakness in demand for needle
coke is  expected to persist for the next  several  quarters  and is expected to
have a negative impact on our financial  results." The  Carbide/Graphite  Group,
Inc. is a leading  manufacturer  of  industrial  graphite  and  calcium  carbide
products  with  manufacturing  facilities in St.  Marys,  Pennsylvania;  Niagara
Falls, New York; Louisville and Calvert City, Kentucky; and Seadrift, Texas.

     Note: This report 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 that 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 and the adequacy of the Company's  previously  announced
charge with respect to such matters.  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.  The Company does not undertake to publicly
update any  forward-looking  statement,  whether as a result of new information,
future events or otherwise.
                                       ###


Item 6 through Item 9:  Not applicable.



<PAGE>


                                   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
                                    -------------------------------------------
                                    Walter B. Fowler - Chief Executive Officer

Dated:  July 29, 1998



















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