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: March 2006
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. March 16, 2006 German Press Release - SGL Plans Capital Increase
2. March 17, 2006 German Press Release - SGL Completes Capital Increase
Exhibit 1
Ad hoc notification pursuant to ss. 15 of the German Securities Trading Act
(Wertpapierhandelsgesetz)
SGL Carbon Plans Capital Increase
o Placement of up to 10% of the registered capital
o Optimization of the Group's finances - strengthening of balance sheet
and capital base
Wiesbaden, 16 March 2006. SGL Carbon Group plans to place up to 5,583,529 shares
from a capital increase out of authorized capital.
The Board of Management and the Supervisory Board of SGL Carbon have decided to
increase the registered capital of the Company against contribution in cash
excluding preemptive rights. The shares will be placed through an accelerated
bookbuilding process to German and international institutional investors.
Dresdner Kleinwort Wasserstein is acting as sole bookrunner for the transaction.
The issue price and the placement volume of the shares will be published in a
separate ad-hoc announcement.
The proceeds out of this transaction will optimize the Group's finances and
strengthen the balance sheet and the capital base and thus lead to an increased
financial flexibility of the Company. SGL Carbon recently gave guidance for the
2006 financial result of approx. -(euro)55 million. The capital increase will
lead to a further improvement of the financial result of about (euro)5 million
on an annualized basis and therefore from today's point of view not dilute the
earnings per share for the fiscal year. The further reduction of debt through
the proceeds of this transaction should also have a positive influence on the
ratings of the Company and its bond. This increases the probability that SGL
Carbon will be able to further optimize the Group's finances by calling the
outstanding high yield bond with a volume of (euro)270 million and a coupon of
8.5% from 2008 onwards.
This announcement is not an offer of securities for sale in the USA. Securities
may not be offered or sold in the United States without registration with the
U.S. Securities and Exchange Commission if no exemption from registration has
been issued. The issuer does not plan to register the securities for sale to the
public in the United States.
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
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:
-------------
SGL Carbon AG / Media Relations / Stefan Wortmann
Tel. : +49 611 60 29 105 / Fax : +49 611 60 29 101 / Mobil : +49 170 540 2667
e-mail : stefan.wortmann@sglcarbon.de / Internet : www.sglcarbon.de
2
Exhibit 2
Ad hoc notification pursuant to ss. 15 of the German Securities Trading Act
(Wertpapierhandelsgesetz)
SGL Carbon has successfully completed the capital increase
o 5,583,529 Shares placed for 15 (euro)
Wiesbaden, March 17, 2006. Further to the ad-hoc announcement issued March 16 on
the intended capital increase, SGL Carbon announces that all 5,583,529 shares
have been successfully placed in an accelerated bookbuilding.
The shares have been placed at a price of (euro)15 per share resulting in gross
proceeds totalling (euro)83,7 million. The shares were placed with German and
international institutional investors. Dresdner Kleinwort Wasserstein was sole
bookrunner for this transaction.
This announcement is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States without registration
with the U.S. Securities and Exchange Commission if no exemption from
registration has been issued. The issuer does not plan to register the
securities for sale to the public in the USA.
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 / Media Relations / Stefan Wortmann
Tel. : +49 611 60 29 105 / Fax : +49 611 60 29 101 / Mobil : +49 170 540 2667
e-mail : stefan.wortmann@sglcarbon.de / Internet : www.sglcarbon.de
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
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: March 17, 2006 By: /s/ Robert J. Kohler
------------------------------
Name: Robert J. Koehler
Title: Chairman of the Board of Management
By: /s/ Sten Daugaard
------------------------------
Name: Mr. Sten Daugaard
Title: Member of the Board of Management