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: August and September 2005
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
1. German press release dated August 12, 2005 on SGL Carbon's Credit Ratings
2. German press release dated August 22, 2005 on SGL Carbon Chosen as a
Strategic Graphite Supplier
3. German press release dated September 29, 2005 on SGL Carbon Redeems
Convertible Bond and Reduces US$ Credit
EXHIBIT 1
SGL Carbon's Ratings Upgraded by Standard & Poor's
Wiesbaden, August 12, 2005. The corporate, credit, and bond ratings for SGL
Carbon were upgraded by the rating agency Standard & Poor's yesterday. The
credit rating for SGL Carbon AG was raised from "B" to "B+" with the outlook
"stable". S&P simultaneously increased the rating of the bond that was issued by
SGL Carbon Luxembourg S.A. from "CCC+" to "B-". The credit rating for SGL Carbon
LLC (USA) was furthermore raised from "B" to "B+". These upgrades will have a
favorable impact on potential future financial arrangements undertaken by SGL
Carbon.
Standard & Poor's had placed SGL Carbon on its watch list for a possible upgrade
following the announcement of the cooperation agreement with Audi on June 7,
2005. The upgrade then followed the analysis of the half-year interim report,
which was disclosed on August 9. Standard & Poor's bases its higher ratings in
particular on the substantial increase in profit from operations and the
improvements in the financial figures over the past six months, as well as the
Company's healthy business outlook and the high level of capacity utilization of
the core business with graphite electrodes, the sale of the loss-generating
Surface Protection operations, and the recent reduction in the second EU fine.
Important Notice:
This document contains statements on future developments that are based on
currently available information and that involve risks and uncertainties that
could lead to actual results deviating from these forward-looking statements.
These risks and uncertainties include, for example, unforeseeable changes in
political, economic and business conditions, particularly in the area of
electrosteel production, the competitive situation, interest rate and currency
developments, technological developments and other risks and unanticipated
circumstances. We see other risks in price developments, unexpected developments
relating to acquired and consolidated companies, ongoing restructuring measures
and unforeseeable occurrences in conjunction with the reviews to be performed by
the European antitrust authorities. SGL Carbon does not intend to update these
forward-looking statements.
Your contact:
Corporate Communications / Press Office / Stefan Wortmann
Tel. : +49 611 60 29 105 / Fax : +49 6 11 60 29 101 / Mobil : +49 170 540 2667
e-mail : stefan.wortmann@sglcarbon.de / Internet : www.sglcarbon.de
---------------------------- ----------------
EXHIBIT 2
SGL Carbon Chosen as a Strategic Graphite Supplier
o Cooperation with South African Nuclear Energy Technology Company
WIESBADEN, August 22, 2005. The South African nuclear energy technology company
"Pebble Bed Modular Reactor" PBMR (Pty) Ltd. announced today its cooperation
with SGL Carbon as a supplier of graphite. A conference will be held this week
in Pretoria with focus on the current status of the development of the pebble
bed modular reactor technology. PBMR is owned by a consortium comprising the
largest South African energy supplier, Eskom, as well as the state-owned
development finance institution Industrial Development Corporation of South
Africa (IDC), and British Nuclear Fuels (BNFL). PBMR has the ambition to
construct commercially operating pebble bed modular reactors for electric power
generation in South Africa beginning in 2013.
As an alternative to non-renewable fossil fuel resources, PBMR technology is to
be utilized in the near future as a low-cost, CO2-free form of energy
production. PBMR selected SGL Carbon as a strategic supplier because of the
latter's expertise in the production and development of graphite in the highest
quality. The two companies have been working together for a number of years on
the development of materials for use in PBMR technology. The planned
construction of a demonstration reactor in South Africa beginning in 2007 could
translate into sales of (euro) 35 to (euro) 40 million during the period 2006 to
2008 for the Specialties Business Unit of SGL Carbon. Additional information
about PBMR is available at www.pbmr.co.za
Important Notice:
This document contains statements on future developments that are based on
currently available information and that involve risks and uncertainties that
could lead to actual results deviating from these forward-looking statements.
These risks and uncertainties include, for example, unforeseeable changes in
political, economic and business conditions, particularly in the area of
electrosteel production, the competitive situation, interest rate and currency
developments, technological developments and other risks and unanticipated
circumstances. We see other risks in price developments, unexpected developments
relating to acquired and consolidated companies, ongoing restructuring measures
and unforeseeable occurrences in conjunction with the reviews to be performed by
the European antitrust authorities. SGL Carbon does not intend to update these
forward-looking statements.
Your contact:
Corporate Communications / Press Office / Stefan Wortmann
Tel. : +49 611 60 29 105 / Fax : +49 6 11 60 29 101 / Mobil : +49 170 540 2667
e-mail : stefan.wortmann@sglcarbon.de / Internet : www.sglcarbon.de
---------------------------- ----------------
EXHIBIT 3
SGL Carbon Redeems Convertible Bond and Reduces US$ Credit
WIESBADEN, September 19, 2005. SGL Carbon repaid to investors the outstanding 37
percent of the convertible bond that matured today. The bond had originally been
issued in September 2000. Between the end of February and early April 2004, SGL
Carbon redeemed 63 percent of the convertible bond on the basis of a voluntary
redemption offer. Within the framework of the refinancing measures at the
beginning of 2004, the Company had deposited the funds required to redeem the
convertible bond in a cash escrow account.
SGL Carbon was additionally able to reduce its US credit facility from US$ 112
million to US$ 80 million in early September. The Company's main banks acquired
this credit from the over 70 U.S. financial investors with whom it had
previously been placed. This step further underscores the progress the Company
has been making in the reduction of its debt.
Both measures serve to strengthen the equity ratio of SGL Carbon in the third
quarter (assuming unchanged exchange rates from the date for the first
half-year's financial figures - June 30, 2005).
Important Notice:
This document contains statements on future developments that are based on
currently available information and that involve risks and uncertainties that
could lead to actual results deviating from these forward-looking statements.
These risks and uncertainties include, for example, unforeseeable changes in
political, economic and business conditions, particularly in the area of
electrosteel production, the competitive situation, interest rate and currency
developments, technological developments and other risks and unanticipated
circumstances. We see other risks in price developments, unexpected developments
relating to acquired and consolidated companies, ongoing restructuring measures
and unforeseeable occurrences in conjunction with the reviews to be performed by
the European antitrust authorities. SGL Carbon does not intend to update these
forward-looking statements.
Your contact:
Corporate Communications / Press Office / Stefan Wortmann
Tel. : +49 611 60 29 105 / Fax : +49 6 11 60 29 101 / Mobil : +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: September 29, 2005 By: /s/ Robert J. Kohler
------------------------------
Name: Robert J. Koehler
Title: Chairman of the Board
of Management
By: /s/ Dr. Bruno Toniolo
------------------------------
Name: Dr. Bruno Toniolo
Title: Member of the Board
of Management
End of Filing