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 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
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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. Joint German Press Release regarding sale by SGL Carbon of its Surface
Protection Business to Adcuram Industriekapital AG
2. German Ad Hoc Notification of sale by SGL Carbon of its Surface Protection
Business
EXHIBIT 1
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Joint Press Release
SGL Carbon AG ADCURAM Industriekapital AG
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Adcuram Acquires SGL Carbon's Surface Protection Business
Wiesbaden / Munich, January 6, 2005. As announced today in the ad hoc
notification from SGL Carbon, Adcuram Industriekapital AG will acquire SGL
Carbon's surface protection business as of January 6, 2005.
The surface protection business of the SGL Carbon Group has been under the
responsibility of SGL Acotec GmbH, a specialist in coatings, rubber linings,
acid-resistant brick linings, floor coverings, pipelines, vessels, and equipment
made of plastic. The company holds a leading position worldwide in industrial
corrosion protection. The surface protection business achieved in 2004 a
turnover of 120 Mio. (euro) with approx. 1.400 employees.
As already been reported in conjunction with its intention to focus on core
businesses, SGL Carbon has been looking into divestiture possibilities since the
middle of last year with the assistance of the investment bank Sal. Oppenheim.
Adcuram Industriekapital AG is a financial investor specializing in the
acquisition of companies and subsidiaries that no longer belong to the core
business of the previous parent company. Engineering and plant construction is
one of the key areas that Adcuram emphasizes in its investments. With its
business in industrial corrosion protection, SGL Acotec GmbH fits in very well
with Adcuram's sectorial focus on plant construction, which the company intends
to expand through further acquisitions.
Adcuram has extensive experience in managing companies and will continue to
operate Acotec as a medium-sized enterprise. Adcuram supports its participations
with his own teams of experts.
Contact:
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ADCURAM Industriekapital AG
Thomas Probst / Member of the Management Board
Tel.: +49 89 2020 9590 / www.adcuram.de
SGL Carbon AG
Corporate Communications / Media Relations / Stefan Wortmann
Phone: +49 611 60 29 105 / Fax: +49 6 11 60 29 101 /
e-mail: stefan.wortmann@sglcarbon.de
EXHIBIT 2
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Ad hoc notification pursuant to ss. 15 of the German Securities Trading Act
(Wertpapierhandelsgesetz)
SGL Carbon divests its Surface Protection Business
Wiesbaden, January 6, 2005. SGL Carbon announced today the sale of its
shares in SGL Acotec GmbH to the Munich-based investment company ADCURAM
Industriekapital AG. SGL Acotec GmbH had been responsible for SGL Carbon's
surface protection business. The divestiture will eliminate consolidated sales
of approximately 120 (euro) million based on preliminary figures for 2004.
In the context of this share deal, the financial investor specialized in
the acquisition of medium-sized companies is acquiring some 1,400 employees as
well as all assets and liabilities including pension obligations totaling
approximately (euro) 30 million. Adcuram will continue the business in private
ownership and further establish the internationally known brand names HAW
Linings and Keramchemie.
As a result of the sale, SGL Carbon AG will book a non-cash write-down of
approximately (euro) 58 million which includes already capitalized deferred tax
assets.
Due to the decline of the balance sheet total resulting from the sale, the
equity ratio, however, will remain virtually unchanged at 24% following the
completion of the transaction based on a proforma calculation. The earnings
potential of SGL Carbon will be favorably impacted by focusing on its core
businesses. Based on the expected results for 2004, the divesture will improve
earnings per share by approximately (euro) 0.27.
Already before the divestiture, the process technology business generating
sales of approximately (euro) 50 million was separated and integrated into the
Graphite Specialties Business Unit. Process Technology is a mainstream and
global business for SGL Carbon which hold a leading market and competitive
position with further growth opportunities.
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
The described results of the sale and their impact on the consolidated
balance sheet and income statement are based on preliminary calculations
following the Company's accounting and valuation principles. They are subject to
change and examination by the external auditor. Final and certified consolidated
annual financial statements are presently not yet available.
The investment bank Sal. Oppenheim jr. & Cie. KGaA advised SGL Carbon
during the structure and realization of the transaction.
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 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; changes in national and
supranational law, particularly with regard to tax regulations; and other risks
and uncertainties, including those detailed in SGL Carbon's filings with the
U.S. Securities and Exchange Commission. SGL Carbon assumes no obligation to
update forward-looking statements.
Your contact person:
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SGL Carbon AG
Unternehmenskommunikation / Pressestelle / 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: January 6, 2005 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