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: January 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
1. German Press Release issued January 15, 2004 regarding shareholder approval
of capital share increase.
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 shareholders resolve capital increase
Way free for comprehensive financing package worth(euro)830 million
WIESBADEN, January 15, 2004. SGL Carbon AG's shareholders today resolved a
capital increase in the form of the issue of 33.2 million new shares proposed by
the Company's management. The extraordinary general meeting convened in
Wiesbaden to pass this resolution opened up the way for a comprehensive
three-part financing package worth (euro)830 million.
This comprehensive financing concept is designed to strengthen the Company's
equity base and safeguard its financing requirements in the medium to long term.
The financing package consists of a capital increase, a corporate bond and a
syndicated loan. It is expected that the package, which is worth approximately
(euro)830 million, will be concluded by the beginning of February 2004. This
will provide SGL Carbon with a comprehensive financial basis.
The international banking syndicate engaged to implement the capital increase
and the rights offering will subscribe for a total of approximately 33.2 million
shares in the near future at a minimum price of (euro)6 per share, subject to
certain conditions, and will offer the new shares to shareholders for
subscription. The capital increase with subscription rights for shareholders
should bring the Company at least (euro)200 million. The Company will announce
further details of the subscription price and period in the near future.
The second part of the comprehensive financing concept, the issue of a corporate
bond, should yield approximately (euro)300 million.
The third part comprises a new syndicated loan of approx. (euro)330 million with
a term of up to six years. The funds raised under this comprehensive financing
package will also be used to redeem the (euro)510 million syndicated loan agreed
at the end of 2002. The new syndicated loan and the proceeds from the planned
corporate bond will be underwritten by a bridging loan from a banking syndicate.
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. 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:
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: January 21, 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