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: December 2003
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
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
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. Press Release issued December 5, 2003 regarding Comprehensive Refinancing
Plan.
EXHIBIT 1
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SGL Carbon resolves strengthening of equity base and long-term capital
measures/Ad hoc notification pursuant to ss.15, German Securities Trading Act
WIESBADEN, December 05, 2003. The Executive Committee of SGL Carbon AG has
resolved, with the consent of the Supervisory Board, to implement a
comprehensive re-financing plan designed to strengthen the company's equity base
and secure mid-/long-term financing. The financing plan consists of a capital
increase and senior and subordinated debt. The total financing plan will
generate proceeds of approximately (euro) 830 million and is expected to be
completed in early to mid-February 2004. This financing plan is designed to
provide SGL Carbon with a broad financial base.
SGL Carbon has called an extraordinary shareholders' meeting for January 15,
2004, to seek shareholder approval for the capital increase with subscription
rights for shareholders. SGL Carbon has appointed an international bank
syndicate to implement the capital increase and rights issue that has agreed to
fully underwrite approximately 33 million shares at a minimum subscription price
of (euro) 6 per share, subject to customary conditions. The minimum subscription
price represents an approximately 50% discount to the volume weighted average
share price of the last thirty days. The company expects to receive cash
proceeds from this capital increase with subscription rights for shareholders in
an amount of at least (euro) 200 million.
The senior debt will be comprised of a (euro) 330 million syndicated loan
facility, which has a term of up to six years and will replace the syndicated
facility that we established at the end of 2002. The subordinated debt is
expected to be comprised of a long-term bond generating proceeds of up to (euro)
300 million which will be backstopped through a subordinated bridge loan
facility. Subject to the successful completion of the capital increase and the
fulfillment of customary conditions, the bank syndicate has committed to provide
the funds under the new syndicated credit facility and to back up the
subordinated debt with a bridge loan.
Information and explanations from the issuers for this ad-hoc announcement:
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. The rights will not be available to
U.S. persons, and the offering will not be directed at those persons.
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:
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Corporate Communications / Media Relations / Stefan Wortmann
Tel.: +49 611 60 29 105 / Fax: +49 6 11 60 29 101 / Mobile: +49 170 540 2667
e-mail: stefan.wortmann@sglcarbon.de / Internet: www.sglcarbon.de
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: December 5, 2003 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