Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of: February 2004
SGL CARBON Aktiengesellschaft
(Name of registrant)
Rheingaustrasse 182
65203 Wiesbaden
Germany
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the SEC
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes No X
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If "Yes" is marked, indicate the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
Exhibit Index
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1. German Press Release issued February 9, 2004 regarding completion of
refinancing.
EXHIBIT 1
SGL CARBON AG
Corporate Communications, Media Relations
Rheingaustrasse 182, D-65203 Wiesbaden
Tel.: +49 (6 11) 60 29-100, Fax: +49 (6 11) 60 29-101
E-Mail: cpc@sglcarbon.de, Internet: www.sglcarbon.de
SGL Carbon successfully completes refinancing
WIESBADEN, February 9, 2004. SGL Carbon announced today that it has successfully
completed the three financing measures previously reported on December 5, 2003 -
a capital increase including pre-emptive rights, a high yield bond and a
syndicated loan - as part of the Group's long-term refinancing. All refinancing
measures were completed in only two months, including the five-week invitation
period for the Extraordinary General Meeting on January 15.
99.9% subscription of new shares from capital increase
The capital increase was approved by 99.6% of shareholders at the Extraordinary
General Meeting. Existing and new shareholders exercised 99.9% of the
pre-emptive rights for the new SGL Carbon shares during the two-week
subscription period. The original guaranteed minimum subscription price could be
raised from (euro)6 to (euro)8 . This generated gross proceeds of (euro)266
million - well above the originally projected (euro)200 million. The total
number of shares increased by 33,277,437 to 55,462,395.
Volume of high yield bond could be reduced
As the net proceeds of the capital increase were higher than expected, the
volume of the bond was reduced to (euro)270 million. Due to strong demand, the
bond was issued exclusively in euros. The rapid placement was completed earlier
than scheduled. The tranche originally earmarked in dollars for the US market
was not required. The securities will mature in February 2012 and feature a
coupon of 8.5%.
New syndicated loan reduces dependence on banks
The last of the three components of the financing package was a (euro)330
million syndicated loan with a term of five and six years respectively. In
December 2002, the Company had entered into a syndicated loan with a total
volume of (euro)495 million and a maturity of two and a half years which has
been replaced by the new refinancing package. Overall, the structure of the
refinancing package as well as the lower volume of the new syndicated loan have
helped to substantially reduce the Company's dependence on its banks.
Fundamental improvement in balance sheet structure and long-term liquidity cover
SGL Carbon Group has achieved three key goals with its refinancing: first, the
Company's equity ratio has more than doubled as compared to the end of September
2003 (11,4%) on a proforma basis. Second, gearing has improved significantly.
Third, the maturities of the Group's financial liabilities have been postponed
by five to eight years and include interest servicing and the elimination of
most debt upon maturity.
As emphasized at the Extraordinary General Meeting, the aim of this
comprehensive transaction was to place the Company's balance sheet and finances
on a sound footing. This has been achieved. The Company is now able to focus all
its efforts on a substantial and sustainable improvement in its operating result
in the coming years.
The capital increase was implemented by Credit Suisse First Boston (CSFB) and
Dresdner Kleinwort Wasserstein as Joint Global Coordinators. The placement of
the high yield bond was managed by CSFB and Deutsche Bank as joint lead
bookrunners. The mandated lead arrangers of the syndicated loan were Bayerische
Landesbank, CSFB, Deutsche Bank, and Dresdner Kleinwort Wasserstein.
Information and explanations from the issuers for this press release:
No distribution in the U.S.A., Canada, Japan and Australia:
This press release and the information contained herein is not being
distributed, and is not for distribution, in the United States of America, to
U.S. persons (including legal entities), or to publications with a general
circulation in the United States, Canada, Japan and Australia.
No offer:
This announcement does not constitute an offer to sell or a solicitation of an
offer to buy the securities described herein. Securities may not be offered or
sold in the United States absent registration or an exemption from registration;
any public offering of securities in the United States must be made by means of
a prospectus that may be obtained from the issuer and that contains detailed
information about the company and management as well as financial statements.
The securities of SGL Carbon described herein have not been and will not be
registered under the U.S. securities laws.
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Forward-looking statements:
This press release contains forward-looking statements. These statements reflect
the current belief of SGL Carbon's management as well as assumptions made by,
and information available to, the SGL Group. Forward-looking statements are not
guarantees of future performance and involve risks and uncertainties. Actual
future results and developments could differ materially from those set forth in
these statements due to various factors. These factors include, among others,
changes in the general economic and competitive situation, particularly in SGL
Carbon's businesses and markets; changes resulting from acquisitions and the
subsequent integration of companies; and changes resulting from restructuring
measures. In addition, future results and developments could be affected by the
performance of financial markets, fluctuations in exchange rates and changes in
national and supranational law, particularly with regard to tax regulations. The
company assumes no obligation to update future statements.
For further information, please contact:
Corporate Communications / Media Relations / Stefan Wortmann
Tel.: +49 (0) 611 60 29 105 / Fax: +49 (0) 611 60 29 101
/ Mobile: +49 (0) 170 540 2667
e-mail: stefan.wortmann@sglcarbon.de / Internet: www.sglcarbon.de
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
SGL CARBON Aktiengesellschaft
Date: February 9, 2004 By: /s/ Robert J. Kohler
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Name: Robert J. Koehler
Title: Chairman of the Board of
Management
By: /s/ Dr. Bruno Toniolo
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Name: Dr. Bruno Toniolo
Title: Member of the Board of Management