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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
COMMISSION FILE NUMBER: 0-20490
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [X] Form 10-K [ ]Form 11-K [ ]Form 20-F [ ]Form 10-Q [ ] Form N-SAR
For Period Ended: July 31, 2000
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:___________________________
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Items(s) to which the notification relates:_________________________________
PART I--REGISTRANT INFORMATION
Full Name of Registrant: The Carbide/Graphite Group, Inc.
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Former Name if Applicable: Not Applicable
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Address of Principal Executive Office (Street and Number):
One Gateway Center, 19th Floor,
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City, State and Zip Code: Pittsburgh, PA 15222
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PART II--RULES 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before the fifteenth
calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q,
or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III--NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed period. (Attach extra sheet if needed).
The Carbide/Graphite Group, Inc. (the "Company") and the bank group (the "Bank
Group") under its $135 million revolving credit facility due December 2003 (the
"Credit Facility") are finalizing negotiations, including the preparation of
required documentation, with respect to an amendment and waiver (the "Amendment
and Waiver"). Such Amendment and Waiver to the Credit Facility is required as a
result of the Company's non-compliance with certain financial covenants required
to be maintained under the Credit Facility for the reporting period ended July
31, 2000. This matter bears directly on the form and content of the Company's
audited financial statements for its fiscal year ended July 31, 2000, including
the footnotes thereto, as well as the disclosures required to be made in the
Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2000.
Based on discussions and correspondence with the Bank Group, the Company expects
that negotiations, including the preparation of required documentation, with
respect to the Amendment and Waiver will be completed by no later than November
14, 2000. Therefore, the Company believes that its Annual Report on Form 10-K
for the fiscal year ended July 31, 2000 will be filed within fifteen days of the
prescribed filing date. The Company could not have completed the negotiations,
including the preparation of required documentation, with respect to the
Amendment and Waiver without unreasonable effort or expense.
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PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
William M. Thalman (412) 562-3752
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If
the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The Carbide/Graphite Group, Inc.
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(Name of Registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: October 30, 2000 By: /s/ Walter B. Fowler
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Walter B. Fowler
Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatement or omissions of fact constitute federal criminal
violations (See 18 U.S.C. 1001).
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ATTACHMENT
RESPONSE TO PART IV -- QUESTION 3
The following is a synopsis of the significant change in results of operations
from the corresponding period for the last fiscal year that will be reflected by
the earnings statements to be included in the Registrant's Fiscal 2000 Form
10-K:
On October 2, 2000, the Company reported its results for the fiscal fourth
quarter and year ended July 31, 2000. Results for the fiscal 2000 fourth quarter
were a loss of $2.3 million, or $0.28 per share versus a loss of $1.9 million,
or $0.23 per share in last year's comparable quarter. Last year's results
included a $4.5 million net charge ($0.53 per share) to provide for potential
antitrust settlements and costs. Results for fiscal 2000 were a loss of $9.7
million, or $1.17 per share, which included a $1.3 million net charge ($0.16 per
share) for an early retirement/severance program implemented during fiscal 2000.
Also, the Company's working capital improvement program implemented during
fiscal 2000 negatively impacted its net results by an estimated $6.5 million
($0.78 per share). Earnings for fiscal 1999 totaled $0.4 million, or $0.05 per
share. Last year's results included the $4.5 million net antitrust charge
discussed above, as well as a $5.2 million net charge ($0.62 per share) to
provide for the closure of certain high cost graphite production facilities in
fiscal 1999.
Net sales for the quarter ended July 31, 2000 were $51.4 million versus $54.3
million in last year's fourth quarter. Graphite electrode product sales declined
to $39.7 million versus $41.3 million a year ago due primarily to lower net
prices for graphite electrodes and needle coke. Graphite electrode shipments for
the quarter ended July 31, 2000 were 24.5 million pounds compared to 25.2
million for last year's fourth quarter, while graphite electrode net prices
declined from $1.19 per pound in last year's fourth quarter to $1.13. Shipments
of needle coke during the quarter ended July 31, 2000 improved to 20.1 thousand
tons compared to 15.8 thousand tons in last year's fourth quarter. Average
needle coke prices declined 12.4% as compared to last year's fourth quarter.
Sales of graphite specialty products totaled $5.1 million, up slightly from last
year's fourth quarter on increased bulk graphite shipments. Calcium carbide
product sales were $11.6 million during the quarter ended July 31, 2000, a
decrease of 10.7% from last year's fourth quarter resulting primarily from lower
acetylene sales volume.
Net sales for fiscal 2000 were $207.4 million versus $240.1 million for fiscal
1999. Graphite electrode product sales for fiscal 2000 totaled $158.8 million
versus $183.6 million for fiscal 1999. The decline in sales was primarily
attributable to a 9.6% decline in net electrode prices, coupled with lower
needle coke shipments and prices. Domestic electrode prices declined 6.1%, while
foreign net prices declined 13.9%, primarily as a result of the weaker Euro.
Electrode shipments were essentially flat at 103.8 million during fiscal 2000.
Needle coke shipments during fiscal 2000 declined 22.1% to 61.2 thousand tons,
while needle coke prices declined 13.3%. Sales of graphite specialty products
during fiscal 2000 declined 7.5% to $20.0 million due primarily to lower bulk
and granular graphite sales volume. Calcium carbide product sales were $48.5
million in fiscal 2000, a 14.1% decrease from a year ago resulting primarily
from lower acetylene sales volume.
Operating results for the quarter ended July 31, 2000 were a loss of $0.1
million versus operating income of $6.0 million (prior to the $7 million pre-tax
antitrust charge) in last year's fourth quarter. Depreciation and amortization
included in operating results was $4.2 million in the fourth quarter of fiscal
2000 versus $4.9 million in last year's fourth quarter. During fiscal 2000,
operating results were a loss of $2.4 million (prior to the $2.0 pre-tax early
retirement/severance charge), versus operating income of $22.3 million (prior to
the $8 million pre-tax facility closure charge and the $7 million antitrust
charge) in fiscal 1999. The Company's working capital improvement program
implemented during fiscal 2000 negatively impacted its operating results
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by an estimated $10.0 million. Depreciation and amortization included in
operating results was $18.7 million in fiscal 2000 versus $18.1 million in
fiscal 1999.
In addition to the impact of the working capital improvement program, the
Company's operating results during fiscal 2000 were also negatively impacted by
weaker transactional prices for many of its products, coupled with the
unfavorable translation effect of the weaker Euro relative to the U.S. dollar
and weaker demand for needle coke. In addition, the cost of decant oil, the
principle raw material in the production of needle coke, increased approximately
61% percent during fiscal 2000 primarily as a result of the rise in world
petroleum prices during the period.
