CARBIDE GRAPHITE GROUP INC /DE/, 10-Q, 2000-12-15

CARBIDE GRAPHITE GROUP INC /DE/
10-Q, 2000-12-15
ELECTRICAL INDUSTRIAL APPARATUS

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<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

-----------------

FORM 10-Q

(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER -- 0-20490

----------------

THE CARBIDE/GRAPHITE GROUP, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware 25-1575609
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Code)

One Gateway Center, 19th Floor
Pittsburgh, PA 15222
(412) 562-3700
(Address, including zip code, and
telephone number, including area code,
of principle executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes __X__ No ____

As of the close of business on December 15, 2000, there were 8,331,342 shares of
the Registrant's $0.01 par value Common Stock outstanding.

<PAGE> 2

THE CARBIDE/GRAPHITE GROUP, INC.
INDEX TO FORM 10-Q

<TABLE>
<CAPTION>
ITEM DESCRIPTION PAGE
------------- ------------------------------------------------------------------ ----------

<S> <C>
PART I

1 Index to Financial Statements ................................... 2

2 Management's Discussion and Analysis of Financial
Condition and Results of Operations ........................ 16

3 Quantitative and Qualitative Disclosure
About Market Risk........................................... 21

PART II

1 Legal Proceedings ............................................... 22

2 Changes in Securities and Use of Proceeds ....................... *

3 Defaults Upon Senior Securities ................................. *

4 Submission of Matters to a Vote of Security Holders ............. *

5 Other Information ............................................... *

6 Index to Exhibits and Reports on Form 8-K ....................... 25

Signatures ...................................................... 26
</TABLE>

-----------
* Item not applicable to the Registrant for this filing on Form 10-Q.

1
<PAGE> 3
PART I
Item 1

INDEX TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
DESCRIPTION PAGE
------------------------------------------------------------------------------------ ----------

<S> <C>

Condensed Consolidated Balance Sheets
as of October 31, 2000 and July 31, 2000 .................................... 3

Unaudited Consolidated Statements of Operations
for the Quarters Ended October 31, 2000 and 1999 ............................ 4

Unaudited Consolidated Statement of Stockholders' Equity
for the Quarter Ended October 31, 2000 ...................................... 5

Unaudited Consolidated Statements of Cash Flows for the
Quarters Ended October 31, 2000 and 1999 .................................... 6

Footnotes to Unaudited Condensed Consolidated Financial Statements ............... 7
</TABLE>

2
<PAGE> 4

THE CARBIDE/GRAPHITE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
as of October 31, 2000 and July 31, 2000
(in thousands, except share information)

<TABLE>
<CAPTION>
October 31, July 31,
2000 2000*
--------- ---------
(Unaudited)
<S> <C> <C>
ASSETS

Current assets:
Accounts receivable -- trade, net of allowance for doubtful
accounts: $1,037 at October 31 and $977 at July 31 ...... $ 39,059 $ 40,775
Inventories (Note 2) ......................................... 64,162 66,575
Income taxes receivable ...................................... -- 4,299
Deferred income taxes ........................................ 3,587 3,999
Fair value of derivative financial instruments (Note 1) ...... 2,725 --
Other current assets ......................................... 3,210 2,787
--------- ---------
Total current assets ..................................... 112,743 118,435
Property, plant and equipment, net ............................... 123,597 124,910
Deferred income taxes ............................................ 588 --
Other assets ..................................................... 7,162 7,149
--------- ---------
Total assets ......................................... $ 244,090 $ 250,494
========= =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accrued expenses:
Overdrafts ................................................. $ 2,175 $ 1,236
Accounts payable, trade .................................... 21,703 24,148
Antitrust claims reserve (Note 4) .......................... 2,789 2,857
Other current liabilities .................................. 15,519 17,418
--------- ---------
Total current liabilities ................................ 42,186 45,659
Long-term debt (Note 5) .......................................... 119,000 120,800
Deferred income taxes ............................................ -- 229
Other liabilities ................................................ 12,275 12,336
--------- ---------
Total liabilities ...................................... 173,461 179,024
--------- ---------

Stockholders' equity:
Preferred stock, $0.01 par value; 2,000,000 shares authorized -- --
Common stock, $0.01 par value; 18,000,000 shares authorized;
shares issued: 9,955,542 at October 31 and July 31;
shares outstanding: 8,331,342 at October 31 and July 31 .... 99 99
Additional paid-in capital, net of $1,398 equity issue costs.. 36,712 36,712
Retained earnings ............................................ 44,019 45,866
Other comprehensive income ................................... 1,006 --
Treasury stock ............................................... (11,207) (11,207)
--------- ---------
Total stockholders' equity ............................ 70,629 71,470
--------- ---------
Total liabilities and stockholders' equity ........... $ 244,090 $ 250,494
========= =========
</TABLE>

--------------
* Summarized from audited fiscal 2000 balance sheet.

The accompanying notes are an integral part of the
Unaudited Condensed Consolidated Financial Statements.

3
<PAGE> 5

THE CARBIDE/GRAPHITE GROUP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
for the quarters ended October 31, 2000 and 1999
(in thousands, except share and per share data)

<TABLE>
<CAPTION>
Quarter Ended October 31,
--------------------------------
2000 1999
---------- ----------
(Unaudited)
<S> <C> <C>
Net sales ........................................ $ 49,179 $ 51,123
Operating costs and expenses:
Cost of goods sold ........................... 47,029 44,703
Selling, general and administrative .......... 3,074 2,980
---------- ----------
Operating income (loss) .................. (924) 3,440
Other costs and expenses:
Interest expense, net ........................ 3,094 2,092
Other income (Note 1) ........................ (1,177) --
---------- ----------
Income (loss) before income taxes ........ (2,841) 1,348
Provision for (benefit from) income taxes (Note 3) (994) 456
---------- ----------
Net income (loss) ........................ ($1,847) $ 892
========== ==========

Earnings per share information (Note 1):
Weighted average common shares outstanding ....... 8,331,342 8,337,842
---------- ----------
Weighted average common and
common equivalent shares outstanding ........... -- 8,351,807
---------- ----------

Net income (loss):
Basic .......................................... ($0.22) $ 0.11
========== ==========
Diluted ........................................ ($0.22) $ 0.11
========== ==========
</TABLE>

The accompanying notes are an integral part of the
Unaudited Condensed Consolidated Financial Statements.

4
<PAGE> 6

THE CARBIDE/GRAPHITE GROUP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
for the quarter ended October 31, 2000
(in thousands, except share amounts)

<TABLE>
<CAPTION>
Common Stock Additional Other Other
---------------------- Paid-In Retained Comprehensive Stockholders'
Shares Amount Capital Earnings Income Equity Items
------ ------ ------- -------- ------ ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at July 31, 2000 * .......... 9,955,542 $ 99 $36,712 $45,866 -- ($11,207)

Cumulative effect of change in
accounting principle, net of tax
of $808 (Note 1) .................. $ 1,501
Net change in other
comprehensive income related
to hedging activities (Note 1) .... (495)
Net loss ............................ (1,847)
---------- ----- ------- ------- ------ --------

Balance at October 31,
2000 (Unaudited) .................. 9,955,542 $ 99 $36,712 $44,019 $1,006 ($11,207)
========== ===== ======= ======= ====== ========
</TABLE>

-----------
* Summarized from audited fiscal year 2000 statement of stockholders' equity.

The accompanying notes are an integral part of the
Unaudited Condensed Consolidated Financial Statements.

5
<PAGE> 7

THE CARBIDE/GRAPHITE GROUP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the quarters ended October 31, 2000 and 1999
(in thousands)

<TABLE>
<CAPTION>
Quarter Ended October 31,
---------------------------
2000 1999
-------- --------
(Unaudited)
<S> <C> <C>
Net income (loss) ......................................... ($ 1,847) $ 892
Adjustments for noncash transactions:
Depreciation and amortization ........................... 4,041 4,947
Amortization of debt issuance costs ..................... 90 53
Amortization of intangible assets ....................... 12 13
Adjustments to deferred taxes ........................... (947) --
Other ................................................... (1,177) --
Increase (decrease) in cash from changes in:

Accounts receivable ..................................... 1,656 (2,738)
Inventories ............................................. 2,413 (1,712)
Income taxes ............................................ 4,299 7,267
Other current assets .................................... (423) 714
Accounts payable and accrued expenses ................... (4,412) (9,914)
Net change in other non-current assets and liabilities .. (116) (337)
-------- --------
Net cash provided by (used for) operations .......... 3,589 (815)
-------- --------

Investing activities:
Capital expenditures .................................... (2,728) (3,118)
-------- --------
Net cash used for investing activities .............. (2,728) (3,118)
-------- --------

Financing activities:
Funds from revolving credit facility .................... 22,050 21,500
Repayments on revolving credit facility ................. (23,850) (18,800)
Other ................................................... 939 1,233
-------- --------
Net cash provided by (used for) financing activities (861) 3,933
-------- --------

Net change in cash and cash equivalents ................... -- --
Cash and cash equivalents, beginning of period ............ -- --
-------- --------
Cash and cash equivalents, end of period .................. -- --
======== ========
</TABLE>

The accompanying notes are an integral part of the
Unaudited Condensed Consolidated Financial Statements.

6
<PAGE> 8

THE CARBIDE/GRAPHITE GROUP, INC. AND SUBSIDIARIES
FOOTNOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

The Carbide/Graphite Group, Inc. and Subsidiaries herein are referenced
as the "Company." The Company's current fiscal year ends July 31, 2001.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

INTERIM ACCOUNTING

The Company's Annual Report on Form 10-K for its fiscal year ended July
31, 2000 includes additional information about the Company, its operations and
its consolidated financial statements, and contains a summary of significant
accounting policies followed by the Company in preparation of its consolidated
financial statements and should be read in conjunction with this quarterly
report on Form 10-Q. These policies were also followed in preparing the
Unaudited Condensed Consolidated Financial Statements included herein. The 2000
year-end consolidated balance sheet data contained herein was derived from
audited financial statements, but does not include all disclosures required by
generally accepted accounting principles.

In the opinion of management, all adjustments that are of a normal and
recurring nature necessary for a fair statement of the results of operations of
these interim periods have been included. The net loss for the quarter ended
October 31, 2000 is not necessarily indicative of the results to be expected for
the full fiscal year. The Management Discussion and Analysis that follows these
notes contains additional information on the results of operations and financial
position of the Company. These comments should be read in conjunction with these
financial statements.

EARNINGS PER SHARE

The following table provides a reconciliation of the income (loss) and
share amounts for the basic and diluted earnings per share computations for
income (loss) from operations for the quarters ended October 31, 2000 and 1999
(dollar amounts in thousands):

<TABLE>
<CAPTION>
For the quarters ended October 31,
----------------------------------------------------------------------
2000 1999
---------------------------------- ------------------------------
Per Per
Income Share Income Share
(Loss) Shares Amount (Loss) Shares Amount
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Basic earnings per share ....... ($1,847) 8,331,342 ($0.22) $892 8,337,842 $0.11
====== =====
Effect of dilutive securities:
Options for common stock ..... -- -- -- 13,965
------- --------- ---- ---------
Diluted earnings per share ..... ($1,847) 8,331,342 ($0.22) $892 8,351,807 $0.11
======= ========= ====== ==== ========= =====
</TABLE>

Since the Company's results were a net loss for the quarter ended
October 31, 2000, common equivalent shares were excluded from the diluted
earnings per share computation for the period as their effect would have been
anti-dilutive.

7
<PAGE> 9

THE CARBIDE/GRAPHITE GROUP, INC. AND SUBSIDIARIES
FOOTNOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- CONTINUED

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Effective August 1, 2000, the Company adopted Statement of Financial
Accounting Standards (SFAS) #133, "Accounting for Derivative Instruments and
Hedging Activities." The adoption of SFAS #133 resulted in a net of tax
transition gain of $1.5 million recorded by the Company as a cumulative-effect
adjustment to accumulated other comprehensive income to recognize the fair value
of all derivatives. The Company's derivatives consist of foreign exchange
forward contracts, oil futures and swap contracts and interest rate caps and
swap contracts; all were designated as cash-flow hedges at adoption. The Company
formally documents all relationships between hedging instruments and hedged
items, as well as its risk-management objective and strategy for undertaking
various hedge transactions. In this documentation, the Company identifies the
asset, liability, firm commitment, or forecasted transaction that has been
designated as a hedged item and states how the hedging instrument is expected to
hedge the risks related to the hedged item. The Company formally measures
effectiveness of its hedging relationships both at the hedge inception and on an
ongoing basis in accordance with its risk management policy.

During the quarter ended October 31, 2000, the Company recognized $1.2
million in other income in the consolidated statement of operations related to
the accounting for its derivatives under SFAS #133. Of the $1.2 million in
income, $1.1 million was associated with interest rate derivatives which no
longer qualified for hedge accounting under SFAS #133 as a result of an
amendment to the Company's revolving credit facility (See note 5). The remaining
$0.1 million was the ineffective portion of oil derivatives outstanding as of
October 31, 2000. Based on forward foreign exchange rates and oil commodity
pricing and the maturity of the Company's derivative financial instruments, the
Company expects to recognize the $1.0 million net gain currently deferred in
accumulated other comprehensive income into its results of operations over the
next twelve months.

In December 1999, the staff of the SEC issued Staff Accounting Bulletin
("SAB") 101, "Revenue Recognition in Financial Statements." SAB 101 outlines the
basic criteria that must be met to recognize revenue, and provides guidelines
for disclosure related to revenue recognition policies. This guidance is
required to be implemented in the fourth quarter of fiscal 2001. The Company is
currently reviewing this guidance in order to determine the impact of its
provisions, if any, on the consolidated financial statements.

8
<PAGE> 10

THE CARBIDE/GRAPHITE GROUP, INC. AND SUBSIDIARIES
FOOTNOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- CONTINUED

COMPREHENSIVE INCOME

Comprehensive income (loss) for the fiscal quarters ended October 31,
2000 and 1999 included the following (in thousands):

Fiscal Quarters Ended
October 31,
----------------------
2000 1999
------ ----

Net income (loss) .......................... ($1,847) $892
Cumulative effect of change in
accounting principle, net of tax ......... 1,501 --
Increase in unrealized gain on
derivatives accounted for as
cash flow hedges, net of tax ............. 613 --
Reclassification of gains associated
with matured derivatives, net of tax ..... (425) --
Reclassification of gains associated
with discontinued cash flow hedges,
net of tax ............................... (683) --
------ ----
Comprehensive income (loss) ............ ($841) $892
====== ====

Components of accumulated other comprehensive income as of October 31,
2000 and July 31, 2000 included the following (in thousands):

October 31, July 31,
2000 2000
------ -------

Unrealized gain on derivatives
accounted for as cash flow hedges,
net of tax ............................... $1,006 --
------ -------
Other comprehensive income ............. $1,006 --
====== =======

9
<PAGE> 11

THE CARBIDE/GRAPHITE GROUP, INC. AND SUBSIDIARIES
FOOTNOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- CONTINUED

2. INVENTORIES:

Inventories consisted of the following (in thousands):

<TABLE>
<CAPTION>
October 31, July 31,
2000 2000
-------- --------
<S> <C> <C>
Finished goods ............................. $ 16,809 $18,907
Work in process ............................ 36,306 34,602
Raw materials .............................. 14,433 16,747
-------- --------
67,548 70,256
LIFO reserve ............................... (14,631) (14,749)
-------- --------
52,917 55,507
Supplies ................................... 11,245 11,068
-------- --------
$ 64,162 $ 66,575
======== ========
</TABLE>

3. INCOME TAXES:

The provision for (benefit from) income taxes for the quarters ended
October 31, 2000 and 1999 are summarized by the following effective tax rate
reconciliations:

<TABLE>
<CAPTION>
Quarter ended October 31,
-------------------------
2000 1999
---- ----
<S> <C> <C>
Federal statutory tax rate .................. (35.0%) 35.0%
Effect of:
State taxes, net of federal benefit .... 1.4 1.4
Foreign sales corporation benefit ...... (1.6) (1.6)
Other .................................. 0.2 (1.0)
------ -----
Effective tax rate ................... (35.0%) 33.8%
------ -----
</TABLE>

The income tax provision for the quarter ended October 31, 2000 was
recorded based on the Company's projected effective income tax rate for the
fiscal year ending July 31, 2001. Management believes that the net deferred tax
asset as of October 31, 2000 will be realized through reductions to future
taxable income.

4. CONTINGENCIES:

10
<PAGE> 12
THE CARBIDE/GRAPHITE GROUP, INC. AND SUBSIDIARIES
FOOTNOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- CONTINUED

with the DOJ under which the Company and such executives who cooperate will not
be subject to criminal prosecution with respect to the investigation. Under the
agreement, the Company has agreed to use its best efforts to provide for
restitution to its domestic customers for actual damages if any conduct of the
Company which violated the Federal Antitrust Laws in the manufacture and sale of
such graphite products caused damage to such customers.

Subsequent to the initiation of the DOJ investigation, four civil cases
were filed in the United States District Court for the Eastern District of
Pennsylvania in Philadelphia asserting claims on behalf of a class of purchasers
for violations of the Sherman Act. These cases, which have been consolidated,
name the Company, UCAR International Inc. (UCAR), SGL Carbon Corporation (SGL
Corp.) and SGL Carbon AG (SGL) as defendants (together, the Named Defendants)
and seek treble damages. On March 30, 1998, a number of purchasers who were
previously included in the purported class of plaintiffs covered by the
consolidated case initiated a separate action in the same District Court which
asserts substantially the same claims and seeks the same relief as the
consolidated case and names the Named Defendants, as well as Showa Denko Carbon,
Inc. (Showa Denko). Thereafter, seven additional groups of purchasers who were
previously included in the purported class of plaintiffs covered by the
consolidated case instituted their own actions against the Named Defendants,
Showa Denko and, in several cases, certain present or former related parties of
UCAR and Showa Denko, asserting substantially the same claims and seeking the
same relief as in the consolidated case. Four such actions were filed in the
United States District Court for the Eastern District of Pennsylvania on April
3, 1998, May 14, 1998, May 28, 1998 and March 31, 1999, respectively. One action
was filed in the United States District Court for the Northern District of Ohio
on April 17, 1998 but was transferred to the Eastern District of Pennsylvania
for pre-trial proceedings. Another action was filed in the United States
District Court for the Western District of Pennsylvania on June 17, 1998 but was
transferred to the Eastern District of Pennsylvania for pre-trial proceedings.
Another action was filed in the United States District court of the Middle
District of Pennsylvania on April 10, 2000, but was transferred to the Eastern
District of Pennsylvania for pre-trial proceedings. The complaints or amended
complaints in some of the cases have also named as defendants other companies
including Mitsubishi Corporation, Tokai Carbon U.S.A., Inc. and related
companies. On December 7, 1998, the Company was served with a complaint filed by
Chaparral Steel Company against the Named Defendants, Showa Denko and parties
related to Showa Denko and UCAR in state court in Ellis County, Texas alleging
violations of various Texas state antitrust laws and seeking treble damages.
Chaparral Steel Company has filed an amended complaint adding two additional
related plaintiffs, a second amended complaint adding additional defendants
Nippon Carbon Co., Ltd., SEC Corporation, Tokai Carbon Company, Ltd., Tokai
Carbon USA, Inc., VAW Aktiengesellscheft and VAW Carbon GMBH, and third, fourth
and fifth amended complaints.

The Company has reached settlement agreements representing
approximately 96% of domestic antitrust claims with the class plaintiffs and the
plaintiffs that filed lawsuits on March 30, 1998, April 3, 1998, April 17, 1998,
May 14, 1998, May 28, 1998, June 17, 1998 and March 31, 1999 and other
purchasers who had yet to file lawsuits. The settlement agreement with the class
has been approved by the Court. Although various of the settlements are unique,
in the aggregate they consist generally of current and deferred cash payments
and, in a number of cases, provisions which provide for additional payments
under certain circumstances ("most favored nations" provisions). In addition to
the settlements discussed above, the Company may also settle with various
additional purchasers.

11
<PAGE> 13
THE CARBIDE/GRAPHITE GROUP, INC. AND SUBSIDIARIES
FOOTNOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- CONTINUED

September 24, 1999, three Australian companies and one New Zealand company filed
a complaint against the same parties as are named in the lawsuit filed on
February 10, 1999. These cases assert substantially the same claims and seek the
same relief as the consolidated case. Other foreign purchasers have also made
similar claims against the Company but have not filed lawsuits.

The Company understands that defendants UCAR, SGL and Showa Denko have
reached settlement agreements with the class action plaintiffs, which have been
approved by the court, and have also settled claims brought by various
individual purchasers. The Company further understands that UCAR, Robert P.
Krass, Robert J. Hart, SGL, Robert J. Koehler, Showa Denko, Tokai, SEC
Corporation and Nippon Carbon Co. have pled guilty to antitrust conspiracy
charges filed by the DOJ and have agreed to pay fines and, in the cases of
Messrs. Krass and Hart, to serve prison sentences, in connection with those
guilty pleas. The Company also understands that the DOJ has indicted Mitsubishi
Corporation and Georges Schwegler, a former UCAR employee.

The Company has also advised the Commission of the European Communities
(the European Commission) that it wishes to invoke its Leniency Notice.
Generally under these guidelines, the European Commission may reduce fines and
other penalties if a company sufficiently cooperates with the European
Commission. On January 24, 2000, the European Commission adopted a Statement of
Objections against the Company, SGL, UCAR, VAW Aluminum AG, Showa Denko KK,
Tokai Carbon Co. Ltd., Nippon Carbon Co. Ltd. and SEC Corporation. The Company
has prepared and submitted to the European Commission a response to the
Statement of Objections and has appeared at a hearing regarding the imposition
of fines. The Company understands that the European Commission will determine
fines, if any, at the completion of its proceedings.

On June 18, 1998, a group of Canadian purchasers filed a lawsuit in the
Ontario Court (General Division) claiming a conspiracy and violations of the
Canadian Competition Act. The Canadian lawsuit names the Named Defendants and
Showa Denko, as well as several present or former parents, subsidiaries and/or
affiliates of UCAR, SGL and Showa Denko. The Canadian Competition and Consumer
Law Division (Canadian Division) has initiated an inquiry and the Company is
cooperating fully with the authorities conducting that inquiry pursuant to an
agreement with the Director of Research and Investigation of the Canadian
Division under which the Company and its present and former officers, directors
and employees will not be subject to criminal prosecution.

During fiscal 1998, the Company recorded a $38 million pre-tax charge
($25 million after expected tax benefits) for potential liabilities resulting
from civil lawsuits, claims, legal costs and other expenses associated with the
pending antitrust matters (the Initial Antitrust Charge). During fiscal 1999,
the Company recorded an additional $7 million charge ($4.5 million after
expected tax benefits) for such potential liabilities (the Supplemental
Antitrust Charge). The combined $45 million charge (the Antitrust Charge)
represents the Company's estimate, based on current facts and circumstances, of
the expected cost to resolve pending antitrust claims. The Company understands
that defendants UCAR, SGL and Showa Denko have reached settlements with the
class action plaintiffs and various individual purchasers at amounts
substantially higher than the levels contemplated in the Antitrust Charge. In
light of these and other developments including: (a) possible future settlements
with other purchasers, (b) the outcome of the European Commission antitrust
investigation, (c) potential additional lawsuits by foreign purchasers, (d) the
failure to satisfy the conditions to the class action settlement, and (e)
adverse rulings or judgments in pending litigation, including an adverse final
determination as to the right of the foreign purchasers to relief under U.S.
antitrust laws, the antitrust matters could result in aggregate liabilities and
costs which could differ materially and adversely from the Antitrust Charge and
could affect the Company's financial condition and its ability to service its
currently planned liquidity needs. As of October 31, 2000, $42.2 million in
antitrust settlements and costs have been paid.

12
<PAGE> 14
THE CARBIDE/GRAPHITE GROUP, INC. AND SUBSIDIARIES
FOOTNOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- CONTINUED

The Company is also party to various legal proceedings considered
incidental to the conduct of its business or otherwise not material in the
judgment of management. Management does not believe that its loss exposure
related to these cases is materially greater than amounts provided in the
consolidated balance sheet as of October 31, 2000. As of October 31, 2000, a
$0.2 million reserve has been recorded to provide for estimated exposure on
claims for which a loss is deemed probable.

5. LONG-TERM DEBT:

In connection with the tender of substantially all of the Company's
11.5% Senior Notes in fiscal 1998 (the Tender), the Company entered into an
agreement with a consortium of banks led by PNC Bank (the Bank Group) for a $150
million revolving credit facility with a $15 million sub-limit for letters of
credit which will expire in December, 2003 (as amended, the 1997 Revolving
Credit Facility). The Company and the Bank Group reduced the amount available
under the 1997 Revolving Credit Facility to $135.0 million as of July 31, 2000.
As of October 31, 2000, the Company had $10.2 million in availability under the
1997 Revolving Credit Facility. Borrowings outstanding were $119.0 million and
letters of credit were $5.8 million as of October 31, 2000. The 1997 Revolving
Credit Facility is collateralized with the Company's receivables, inventory and
property, plant and equipment.

As a result of the decline in the Company's operating results, coupled
with the increased capital needs during fiscal 2000, the Company was not in
compliance with the financial covenants required to be maintained under the 1997
Revolving Credit Facility for the reporting period ended July 31, 2000. On
November 13, 2000 (the Waiver Effective Date), the Company and the Bank Group
agreed to an amendment and waiver with respect to the 1997 Revolving Credit
Facility (the Amendment and Waiver) under which the covenant violations
discussed above were waived until August 6, 2001. In connection with the
Amendment and Waiver, the Company has agreed to issue to the Bank Group warrants
for the Company's Common Stock. Warrants exercisable for nominal consideration
representing 15% of the Company's Common Stock outstanding (1,249,701 shares)
were fully earned on the Waiver Effective Date. The Company can earn back 10% of
such warrants (warrants representing 833,134 shares) if it is able to reduce the
commitment under the 1997 Revolving Credit Facility to $110.0 million on or
before March 31, 2001. The Company can earn back the remaining 5% of such
warrants (warrants representing 416,567 shares) if it is able to reduce the
commitment under the 1997 Revolving Credit Facility to $85.0 million (if the
commitment was reduced to $110.0 million on or before March 31, 2001) or $110.0
million (if the commitment was not already reduced to $110.0 million on or
before March 31, 2001) on or before July 31, 2001. The fee associated with the
Amendment and Waiver is 200 basis points, or $2.7 million, fully earned as of
the Waiver Effective Date and payable as follows: $0.3 million on the Waiver
Effective Date; $0.7 million on April 1, 2001; $1.0 million on May 1, 2001; and
$0.7 million on June 1, 2001. The fee is reduced to 100 basis points, or $1.35
million, if the 1997 Revolving Credit Facility is fully repaid by April 30,
2001. As a result of the Amendment and Waiver, interest costs under the 1997
Revolving Credit Facility are computed at a rate of PNC Bank's prime rate plus a
spread of 100 basis points (currently 10.5%). Such spread increases to 200 basis
points if the Company does not reduce the commitment under the 1997 Revolving
Credit Facility by $25 million on March 31, 2001. The issuance of the warrants
associated with the Amendment and Waiver resulted in a $3.4 million non-cash
charge which will be amortized into interest expense over the vesting period of
the warrants which ends on July 31, 2001. The $2.7 million amendment fee has
been capitalized as a deferred debt issuance cost and will be amortized into
interest expense over the remaining life of the 1997 Revolving Credit Facility.

13
<PAGE> 15
THE CARBIDE/GRAPHITE GROUP, INC. AND SUBSIDIARIES
FOOTNOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- CONTINUED

further reduce the commitment under the 1997 Revolving Credit Facility by an
amount equal to the amount by which the Company's accounts receivable and
inventory in total fall below certain thresholds, as more fully described in the
Amendment and Waiver. Also, the commitment under the 1997 Revolving Credit
Facility will be reduced by two-thirds of any indemnity reimbursements received
by the Company from BOC related to the installation of a sulfur dioxide air
emissions scrubbing unit at the Company's St. Marys, Pennsylvania facility.
During the waiver period, the Company is restricted from issuing any equity
(other than preferred share purchase rights) in the Company unless 100% of the
net proceeds of any such issuance is used to repay and reduce the commitment
under the 1997 Revolving Credit Facility. Any reduction in commitment arising as
a result of these provisions is credited toward the $50 million reduction in
commitment required to avoid the vesting of the warrants as outlined above.

In connection with the Amendment and Waiver, the Company is required to
achieve minimum monthly and quarterly EBITDA levels through July 2001, as well
as sales commitment targets for needle coke and graphite electrodes for calendar
2001, all as more fully described in the Amendment and Waiver. Also, the Company
must not allow its accounts receivable and inventory amounts in total to exceed
certain thresholds and must maintain certain financial ratios with respect to
accounts receivable and inventory, all as more fully described in the Amendment
and Waiver.

In connection with and as a requirement of the Amendment and Waiver,
the Company has engaged Bear Stearns & Company to assist the Company in
identifying strategic options or potential sources of financing to affect the
$50 million reduction in commitment under the 1997 Revolving Credit Facility
described above or otherwise refinance the 1997 Revolving Credit Facility. While
the Company believes that there are certain strategic options or potential
sources of financing available to the Company, there can be no assurance that
the Company will be successful in reducing the commitment under the 1997
Revolving Credit Facility by $50 million to avoid the significant financial cost
of not meeting the commitment reduction.

14
<PAGE> 16

THE CARBIDE/GRAPHITE GROUP, INC. AND SUBSIDIARIES
FOOTNOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- CONTINUED

7. SEGMENT INFORMATION:

Information about the Company's reportable segments as of October 31
and July 31, 2000 and for the quarters ended October 31, 2000 and 1999 follows
(amounts in thousands):

<TABLE>
<CAPTION>
Quarter Ended October 31,
------------------------------
2000 1999
-------- --------
<S> <C> <C>
Net sales to customers:
Graphite electrode products .......................................... $ 36,590 $ 39,654
Calcium carbide products ............................................. 12,589 11,469
-------- --------
Total net sales to customers ....................................... 49,179 51,123
-------- --------
Intersegment sales, at prevailing market prices:
Graphite electrode products .......................................... 23 24
Eliminations ......................................................... (23) (24)
-------- --------
Total net sales .................................................... $ 49,179 $ 51,123
======== ========

Operating income (loss):
Graphite electrode products ........................................... ($652) $ 3,676
Calcium carbide products ............................................. 890 862
Unallocated corporate expenses ....................................... (1,162) (1,098)
-------- ---------
Operating income (loss) ............................................ ($924) $ 3,440
======== =========

Depreciation and amortization:
Graphite electrode products ......................................... $ 3,646 $ 4,507
Calcium carbide products ............................................. 384 411
Unallocated corporate ................................................ 23 42
-------- --------
Total depreciation and amortization ................................ $ 4,053 $ 4,960
======== ========

EBITDA: (a)
Graphite electrode products ......................................... $ 3,121 $ 8,183
Calcium carbide products ............................................. 1,274 1,273
Unallocated corporate ................................................ (1,139) (1,056)
-------- --------
Total EBITDA ....................................................... $ 3,256 $ 8,400
======== ========
</TABLE>

<TABLE>
<CAPTION>
October 31, July 31,
2000 2000
-------- ---------
<S> <C> <C>
Total assets:
Graphite electrode products ......................................... $209,895 $213,273
Calcium carbide products ............................................. 24,479 24,689
Corporate assets ..................................................... 10,899 12,532
-------- --------
Total assets ....................................................... $245,273 $250,494
======== ========
</TABLE>

(a) EBITDA is defined as operating income (loss) before depreciation and
amortization and unusual, non-recurring items included in operating income
(loss). EBITDA also includes any income or expense associated with hedging
ineffectiveness. EBITDA is not presented as a measure of operating results
under generally accepted accounting principles. However, management
believes that EBITDA is an appropriate measure of the Company's ability to
service its cash requirements. EBITDA is an important measure in assessing
the performance of the Company's business segments.

15
<PAGE> 17

PART I

Item 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE FISCAL FIRST QUARTER ENDED OCTOBER 31, 2000 VERSUS
1999

The following table sets forth certain financial information for the
quarters ended October 31, 2000 and 1999 and should be read in conjunction with
the Unaudited Condensed Consolidated Financial Statements, including the notes
thereto, appearing elsewhere in this Form 10-Q:

<TABLE>
<CAPTION>
Quarter Ended October 31,
---------------------------
2000 1999
------- ---------
(Unaudited)
<S> <C> <C>
Net sales:
Graphite electrode products .................. $36,590 $ 39,654
Calcium carbide products ..................... 12,589 11,469
------- ---------
Total net sales ........................ $49,179 $ 51,123
======= =========

Percentage of net sales:
Graphite electrode products .................. 74.4% 77.6%
Calcium carbide products ..................... 25.6 22.4
------- ---------
Total net sales ........................ 100.0% 100.0%
======= =========

Gross profit as a percentage of segment net sales:
Graphite electrode products .................. 2.0% 12.7%
Calcium carbide products ..................... 11.2 12.0

Percentage of total net sales:
Total gross profit ........................... 4.4% 12.6%
Selling, general and administrative .......... 6.3 5.8
Operating income (loss) ...................... (1.9) 6.7
Net income (loss) ............................ (3.8) 1.7
</TABLE>

------------

Net sales for the quarter ended October 31, 2000 were $49.2 million
versus $51.1 million in the prior year comparable quarter, a 15.8% decrease.
Graphite electrode product sales decreased 7.7% from the prior year comparable
quarter to $36.6 million, while calcium carbide product sales increased 9.8% to
$12.6 million.

Within the graphite electrode products segment, graphite electrode net
sales were $26.1 million, a 14.4% decrease resulting from an 8.0% decrease in
electrode shipments and a 7.0% decrease in average electrode prices. Graphite
electrode shipments totaled 24.6 million pounds versus 26.8 million pounds in
last year's first quarter. In response to weakness in steel production within
certain regions of the global economy, coupled with the negative impact of the
strong U.S. dollar relative to net price realizations on electrode sales
denominated in foreign currencies, the Company implemented a plan to steadily
reduce graphite electrode production capacity over the last several quarters. As
of October 2000, the Company's graphite electrode production rate was 90 to 95
million pounds per annum. This production plan contemplates operating the
Company's most efficient, cost-effective electrode production facilities.
Operating at this lower production level should improve cash flow and will allow
the Company to concentrate selling efforts in North America where the net price
realizations are the

16
<PAGE> 18

most attractive. Such reduced production levels contributed to the lower levels
of shipments experienced during the fiscal quarter ended October 31, 2000 versus
last year's comparable quarter. Domestic and foreign electrode shipments as a
percentage of total electrode shipments for the quarter ended October 31, 2000
were 51.5% and 48.5%, respectively, versus 54.6% and 45.4%, respectively, in
last year's first quarter. Domestic graphite electrode prices decreased 4.0% in
the current quarter as compared to last year's first quarter as a result of
increased price competition. Average foreign electrode prices deceased 9.1% in
the current quarter versus last year's first quarter primarily due to the
continued strength of the U.S. dollar against the Euro. Needle coke sales were
$5.7 million versus $4.8 million a year ago, with the increase resulting from a
19.1% increase in needle coke shipments. Needle coke prices declined
approximately 1.4%. As a result of the significant rise in oil costs experienced
over the last several quarters, the Company expects to achieve increased price
realizations for needle coke beginning in calendar 2001. Graphite specialty
product sales during the quarter ended October 31, 2000 were $4.8 million versus
$4.3 million in the prior year comparable quarter, with the increase due to
higher bulk graphite sales volumes.

Within the calcium carbide products segment, acetylene sales (which
includes pipeline acetylene and calcium carbide for fuel gas applications)
increased 21.3% to $6.7 million for the quarter ended October 31, 2000. The
increase was due primarily to improved pipeline acetylene sales volumes. Sales
of calcium carbide for metallurgical applications were flat at $4.5 million. All
other calcium carbide product sales were flat at $1.4 million.

Gross profit as a percentage of graphite electrode product sales for
the quarter ended October 31, 2000 was 2.0% versus 12.7% in the prior year
comparable quarter. The decrease in the gross margin was primarily the result of
higher decant oil costs experienced during the current quarter, coupled with
lower sales of graphite electrodes. The cost of decant oil, the principle raw
material in the production of needle coke, increased approximately 59% during
the fiscal quarter ended October 31, 2000 versus last year's comparable quarter.
This unfavorable trend in feedstock costs negatively impacted graphite electrode
products' gross profits by approximately $2.5 million during the current
quarter. In addition, the cost of natural gas, a major energy input for the
production of graphite electrodes, has increased significantly over the past
several quarters, contributing to the lower gross profit margin. Gross profit as
a percentage of calcium carbide product sales for the quarter ended October 31,
2000 was 11.2% versus 12.0% in last year's comparable quarter, with the decline
due primarily to lower average selling prices for pipeline acetylene sales.

Selling, general and administrative expenses for the quarter ended
October 31, 2000 were $3.1 million versus $3.0 million in last year's comparable
quarter, with the increase due primarily to increased outside consulting
services during the current fiscal quarter.

Net interest expense for the quarter ended October 31, 2000 was $3.1
million versus $2.1 million in last year's comparable quarter. Net interest
expense in both fiscal quarters includes interest expense, amortization and fees
associated with the Company's revolving credit facility.

Other income for the quarter ended October 31, 2000 included $1.2
million associated with the accounting for the Company's derivative financial
instruments. See "Recently Issued Accounting Pronouncements" below.

The income tax provision for the quarter ended October 31, 2000 was
recorded based on the Company's projected effective income tax rate for the
fiscal year ending July 31, 2001. The current year effective rate differs from
the federal statutory rate due primarily to state taxes, offset by benefits
derived from the Company's foreign sales corporation.

17
<PAGE> 19

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

LIQUIDITY AND CAPITAL RESOURCES

The Company's liquidity needs are primarily for capital expenditures,
working capital (including antitrust settlements) and debt service on its
revolving credit facility. The weakness in certain regions of the global economy
and its impact on demand for the Company's products has resulted in the
deferment of certain discretionary capital projects. The Company currently
estimates that it will spend approximately $12 million in capital improvements
during its fiscal year ending July 31, 2001. This projection includes $1.6
million for a hydrodesulfurization (HDS) project for the Company's needle coke
affiliate, Seadrift Coke, L.P (Seadrift). The HDS project in total is expected
to cost approximately $30 million, $3.5 million of which has been spent as of
July 31, 2000. The implementation of the HDS project is contingent upon securing
adequate financing to fund the remaining costs of the project. The capital
spending forecast also includes $4.0 million for an air emissions scrubbing unit
for the Company's St. Marys, PA production facility. The Company believes that
certain costs are subject to reimbursement under an environmental indemnity
agreement with its former owner, The BOC Group, plc. In addition, the increased
price of decant oil (a major raw material for Seadrift) has also resulted in an
increased working capital requirement for this raw material.

18
<PAGE> 20

reduced the amount available under the 1997 Revolving Credit Facility to $135.0
million as of July 31, 2000. As of October 31, 2000, the Company had $10.2
million in availability under the 1997 Revolving Credit Facility. Borrowings
outstanding were $119.0 million and letters of credit were $5.8 million as of
October 31, 2000. The 1997 Revolving Credit Facility is collateralized with the
Company's receivables, inventory and property, plant and equipment.

As a result of the Amendment and Waiver, the commitment under the 1997
Revolving Credit Facility will be reduced by $0.5 million per month beginning on
April 1, 2001. In addition, the Company has agreed to further reduce the
commitment under the 1997 Revolving Credit Facility by an amount equal to the
amount by which the Company's accounts receivable and inventory in total fall
below certain thresholds, as more fully described in the Amendment and Waiver.
Also, the commitment under the 1997 Revolving Credit Facility will be reduced by
two-thirds of any indemnity reimbursements received by the Company from BOC
related to the installation of a sulfur dioxide air emissions scrubbing unit at
the Company's St. Marys, Pennsylvania facility. During the waiver period, the
Company is restricted from issuing any equity (other than preferred share
purchase rights) in the Company unless 100% of the net proceeds of any such
issuance is used to repay and reduce the commitment under the 1997 Revolving
Credit Facility. Any reduction in commitment arising as a result of these
provisions is credited toward the $50 million reduction in commitment required
to avoid the vesting of the warrants as outlined above.

19
<PAGE> 21

The Company's expected operating results and cash flows from operations
could be negatively impacted if demand for the Company's products weakens, if
the U.S. dollar continues to strengthen versus the Euro or if increased oil
costs continue for an extended period of time without increased product pricing.
The negative impact of the operating factors noted above may continue to impact
the Company's compliance with the financial covenants in the 1997 Revolving
Credit Facility in the future. If the Company is not in compliance with such
covenants in the future, the Company would have to obtain additional covenant
violation waivers and amendments from its lenders, refinance the 1997 Revolving
Credit Facility and/or obtain additional sources of financing. Terms and
conditions of any settlements of pending antitrust claims may also adversely
impact the Company's expected liquidity needs in the future. In the event that
the Company's capital resources are not sufficient to fund the Company's planned
capital expenditures, service its indebtedness, fund its working capital needs
and pay any other obligation including those that may arise from pending legal
proceedings and the resolution of current antitrust matters, the Company may be
required to refinance or renegotiate the 1997 Revolving Credit Facility, obtain
additional funding or further delay discretionary capital projects. If the
Company were required to refinance or renegotiate the 1997 Revolving Credit
Facility or obtain additional funding to satisfy its liquidity needs, there can
be no assurance that funds would be available in amounts sufficient for the
Company to meet its obligations or on terms favorable to the Company.

CASH FLOW INFORMATION

Cash flow provided by operations for the quarter ended October 31, 2000
was $3.6 million. Cash inflows from net loss plus non-cash items of $1.3 million
were further increased by $2.3 million in net cash inflows from changes in
working capital items. Cash inflows from working capital items included $1.7
million for accounts receivable, $2.4 million for inventory and $4.3 million for
income taxes. Cash outflows from working capital items included $1.6 million
from other current assets and $4.4 million from accounts payable and accrued
expenses. Net interest payments during the quarter totaled $3.6 million.
Antitrust settlement payments totaled $0.1 million.

Investing activities for the quarter ended October 31, 2000 included
capital expenditures of $2.7 million. Cash flow used for financing activities
for the quarter ended October 31, 2000 was $0.9 million, including $1.8 million
for net repayment of borrowings under the 1997 Revolving Credit Facility.

OTHER ITEMS

ENVIRONMENTAL

In the process of developing permit applications for facility upgrades
at the St. Marys, PA graphite plant, the Company determined that certain
parameters in its air permits do not reflect current operations. The Company has
advised the appropriate state environmental authorities. The Company is in the
process of

20
<PAGE> 22

implementing a plan of action to achieve resolution of this issue. Such plan of
action includes the installation and ongoing operation of an air emissions
scrubbing unit. The cost estimate for this unit is approximately $4.0 million
installed, with an additional $0.5 million per year in ongoing cash operating
costs. The facility improvements are expected to be made during the Company's
fiscal year ending July 31, 2001. The Company believes that certain costs are
subject to reimbursement under the BOC Environmental Indemnity Agreement. The
Company expects that the fine to be levied in connection with this issue will be
immaterial.

FORWARD-LOOKING STATEMENTS

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 developments relating to the antitrust 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, including an adverse
final determination in pending litigation as to the right of foreign purchases
to relief under U.S. antitrust laws. While the Company believes that its
Antitrust Reserve is adequate, there can be no assurance that agreements in
principle will be finalized or that future developments or other factors might
not adversely affect current estimates. Such factors also include the
possibility that forecasted demand or prices for the Company's products may not
occur or continue, changing economic and competitive conditions (including
currency exchange rate and commodity pricing fluctuations), technological risks
and other risks, costs and delays associated with the start-up and operation of
major capital projects, 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 3

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

There have not been any material changes in the Company's exposures to
market risk during the quarter ended October 31, 2000 which would require an
update to the disclosures provided in the Company's Annual Report on Form 10-K
for the fiscal year ended July 31, 2000.

21
<PAGE> 23

PART II

Item 1

LEGAL PROCEEDINGS

In May 1997, the Company was served with a subpoena issued by a Grand
Jury empanelled by the United States District Court for the Eastern District of
Pennsylvania. The Company was advised by attorneys for the Department of Justice
(DOJ) that the Grand Jury is investigating price fixing by producers of graphite
products in the United States and abroad during the period 1992 to 1997. The
Company is cooperating with the DOJ in the investigation. The DOJ has granted
the Company and certain former and present senior executives the opportunity to
participate in its Corporate Leniency Program and the Company has entered into
an agreement with the DOJ under which the Company and such executives who
cooperate will not be subject to criminal prosecution with respect to the
investigation. Under the agreement, the Company has agreed to use its best
efforts to provide for restitution to its domestic customers for actual damages
if any conduct of the Company which violated the Federal Antitrust Laws in the
manufacture and sale of such graphite products caused damage to such customers.

22
<PAGE> 24

On February 10, 1999, a U.S. corporation which allegedly made purchases
on behalf of two foreign entities and a group of 22 foreign purchasers which are
based in several foreign countries filed a complaint against the Company, UCAR,
SGL, Tokai Carbon Co., Ltd., Tokai Carbon U.S.A., Inc., Nippon Carbon Co., Ltd.,
SEC Corporation and certain present and former related parties of UCAR in United
States District Court for the Eastern District of Pennsylvania. This complaint
has been amended to add four additional plaintiffs. On September 24, 1999, three
Australian companies and one New Zealand company filed a complaint against the
same parties as are named in the lawsuit filed on February 10, 1999. These cases
assert substantially the same claims and seek the same relief as the
consolidated case. Other foreign purchasers have also made similar claims
against the Company but have not filed lawsuits.

23
<PAGE> 25

to the right of the foreign purchasers to relief under U.S. antitrust laws, the
antitrust matters could result in aggregate liabilities and costs which could
differ materially and adversely from the Antitrust Charge and could affect the
Company's financial condition and its ability to service its currently planned
liquidity needs. As of October 31, 2000, $42.2 million in antitrust settlements
and costs have been paid.

24
<PAGE> 26

PART II

Item 6

EXHIBITS AND REPORTS ON FORM 8-K

A. INDEX TO EXHIBITS

None.

B. REPORTS ON FORM 8-K

None.

25
<PAGE> 27

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 authorized officers on December 15, 2000.

SIGNATURE TITLE
--------------------------------------------------------------------------------

/S/ WALTER B. FOWLER CHIEF EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE
------------------------------ OFFICER)
(WALTER B. FOWLER)

/S/ WILLIAM M. THALMAN VICE PRESIDENT - TREASURER
------------------------------ (PRINCIPAL FINANCIAL OFFICER)
(WILLIAM M. THALMAN)

/S/ JEFFREY T. JONES VICE PRESIDENT - CONTROLLER - CORPORATE
------------------------------ FINANCE (PRINCIPAL ACCOUNTING OFFICER)
(JEFFREY T. JONES)

/S/ STEPHEN D. WEAVER SENIOR VICE PRESIDENT AND GENERAL MANAGER,
------------------------------ ELECTRODES AND GRAPHITE SPECIALTY PRODUCTS
(STEPHEN D. WEAVER)

/S/ ARARAT HACETOGLU VICE PRESIDENT AND GENERAL MANAGER,
------------------------------ CARBIDE PRODUCTS
(ARARAT HACETOGLU)

/S/ JIM J. TRIGG VICE PRESIDENT AND GENERAL MANAGER,
------------------------------ SEADRIFT COKE, L.P.
(JIM J. TRIGG)