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 2007
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 13, 2007 German Press Release - SGL Group's HITCO subsidiary receives
Gold Rating from Boeing
2. March 26, 2007 German Press Release - SGL Group introduces free of charge
transfer ADR
3. March 26, 2007 German Press Release - SGL Group receives rating-upgrade
from Standard Poor's
Exhibit 1
SGL Group's HITCO subsidiary receives
Gold Rating from Boeing
Wiesbaden(Germany) / Los Angeles (USA), March 13, 2007. The SGL Group announced
today that its U.S. based HITCO Carbon Composites subsidiary has received Gold
level Preferred Supplier Certification from The Boeing Company. The prestigious
and Boeing's highest supplier rating was achieved based upon 100% quality and
delivery performance during the past year.
HITCO supplies the Tailcone and Vapor Barriers for the C-17 Globemaster military
aircraft, and has supplied Flap-Track-Fairings for the 767 civil aircraft for
more than a quarter century. The Gold rating is Boeing's highest level of
supplier status and was awarded to HITCO for performance on both Commercial and
Integrated Defense Systems product lines.
HITCO Carbon Composites, Inc. was founded in 1922 and manufactures advanced
composite materials primarily for aerospace and defense applications. HITCO
continues to be an innovative leader in the advancement of carbon composite
technologies and continues to strategically focus within the SGL Group on new
projects for aerospace/aircraft and defense applications.
About SGL Group - The Carbon Company
------------------------------------
The SGL Group is one of the world's leading manufacturers of carbon-based
products. It has a comprehensive portfolio ranging from carbon and graphite
products to carbon fibers and composites. SGL Group's core competencies are its
expertise in high-temperature technology as well as its applications and
engineering know-how gained over many years. These competencies enable the
Company to make full use of its broad material base. SGL Group's carbon-based
materials combine several unique properties such as electrical and thermal
conductivity, heat and corrosion resistance as well as high mechanical strength
combined with low weight. Due to the paradigm shift in the use of materials as a
result of the worldwide shortage of energy and raw materials, there is a growing
demand for SGL Group's high-performance materials and products from an
increasing number of industries. Carbon and graphite products are used whenever
other materials such as steel, aluminum, copper, plastics, wood etc. fail due to
their limited properties. Products from the SGL Group are used predominantly in
the steel, aluminum, automotive, chemical and glass/ceramics industries.
However, manufacturers in the semiconductor, battery, solar/wind energy,
environmental protection, aerospace and defense industries as well as in the
nuclear energy industry also figure among the Company's customers.
With around 30 production sites in Europe, North America and Asia as well as a
service network covering more than 100 countries, the SGL Group is a company
with a global presence. In 2006, the Company's workforce of 5,250 generated
sales of (euro) 1.2 billion. The Company's head office is located in
Wiesbaden/Germany.
SGL Group - The Carbon Company
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 note:
This press release 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.
The statements on future developments are not to be understood as guarantees.
The future developments and events are dependent on a number of factors, they
include various risks and unanticipated circumstances and are based on
assumptions that may not be correct. 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 and in
the ongoing cost optimization programs. SGL Carbon does not intend to update
these forward-looking statements.
Your contact person:
--------------------
Corporate Communications / Press office / Stefan Wortmann
Tel.: +49 611 60 29 105 / Fax: +49 6 11 60 29 101 /
Cellphone: +49 170 540 2667 E-mail : stefan.wortmann@sglcarbon.de /
Internet: www.sglcarbon.de
2
Exhibit 2
SGL Group introduces free of charge transfer from ADRs to
ordinary shares
Wiesbaden, March 26, 2007. SGL Carbon AG, a member of SGL Group, (tickers:
Germany - SGL GR, SGL GY and USA - SGG US) announces the following changes to
its ADR program to facilitate the conversion of ADRs into ordinary shares. The
fee of US-$0.05 per ADR for canceling ADRs and transferring the holding into
ordinary shares is being waived until further notice. A change in the ratio of
ADRs to ordinary shares and the introduction of a service charge of US-$0.04 per
ADR per year are being considered. The shares underlying the ADRs are traded on
various German stock exchanges, primarily the Frankfurt Stock Exchange. Deutsche
Bank has been appointed SGL Carbon AG's depositary bank.
SGL Group believes that the waiver of ADR cancellation fees for transferring
ADRs to ordinary shares provides its ADR holders with additional flexibility.
SGL Carbon AG intends to deregister and terminate its reporting obligations
under the US Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as soon as possible and, as part of the deregistration process, intends to
delist its ADRs from the New York Stock Exchange (NYSE) in the very near future.
Most trading in SGL Carbon AG's shares takes place on the German stock exchanges
and only a relatively small percentage in the form of ADRs trades on the NYSE.
SGL Group has considered the costs and benefits of continuing its Exchange Act
registration and believes that deregistration and termination of its reporting
obligations under the Exchange Act is in the best interests of shareholders. The
Sarbanes-Oxley Act of 2002 has taken full effect and SGL Group has documented
the internal control systems as required. However, the administrative and other
costs of compliance, including the annual external audit of these systems,
represent a meaningful cost for the SGL Group, which in its view, outweighs the
benefits of a continued registration in the United States. SGL Group expects to
realize cost savings benefits from deregistration, thereby enhancing shareholder
value.
SGL Group remains committed to its US investors and intends to continue to carry
out a full investor communications program in North America. The Company will
also continue to publish its annual report, quarterly reports and press releases
in English. With over a quarter of its sales in the US and manufacturing
facilities located there, it also has a significant presence in the US markets.
SGL Group - The Carbon Company
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 Group reviews its corporate governance policies on an ongoing basis and
complies with the German Corporate Governance Code. Deregistration under the
Exchange Act will not change its support for national and international
initiatives for improving the transparency of corporate management and control.
The SEC announced changes to the deregistration rules in an open meeting on
March 21, 2007. The revised rules are expected to become effective during June
2007. SGL Carbon AG intends to delist its ADRs in the very near future, which
may be before or after the new rules become effective. Based on the announced
changes, deregistration will follow after the new rules become effective and US
trading volume in ADRs falls below 5% of worldwide trade of SGL Carbon AG shares
for a 12 month period.
Contact details for enquiries:
------------------------------
For registered ADR holders:
Deutsche Bank in the United States: : Toll Free 800 3013517
or Patrick Mullaly, 201 680 4937
Deutsche Bank in Europe: Zafar Aziz +44 207 545 6619
For brokers:
Deutsche Bank in the United States: Jay Berman 212 250 9100
Deutsche Bank in Europe Stanley Jones
or Mike Woods +44 207 7547 6500
For press:
SGL Group - The Carbon Company
Corporate Communications / Press office / Stefan Wortmann
Tel.: +49 611 60 29 105 / Fax: +49 6 11 60 29 101 /
Cellphone: +49 170 540 2667 / E-mail : stefan.wortmann@sglcarbon.de /
Internet: www.sglcarbon.de
2
About SGL Group - The Carbon Company
------------------------------------
The SGL Group is one of the world's leading manufacturers of carbon-based
products. It has a comprehensive portfolio ranging from carbon and graphite
products to carbon fibers and composites. SGL Group's core competencies are its
expertise in high-temperature technology as well as its applications and
engineering know-how gained over many years. These competencies enable the
Company to make full use of its broad material base. SGL Group's carbon-based
materials combine several unique properties such as electrical and thermal
conductivity, heat and corrosion resistance as well as high mechanical strength
combined with low weight. Due to the paradigm shift in the use of materials as a
result of the worldwide shortage of energy and raw materials, there is a growing
demand for SGL Group's high-performance materials and products from an
increasing number of industries. Carbon and graphite products are used whenever
other materials such as steel, aluminum, copper, plastics, wood etc. fail due to
their limited properties. Products from the SGL Group are used predominantly in
the steel, aluminum, automotive, chemical and glass/ceramics industries.
However, manufacturers in the semiconductor, battery, solar/wind energy,
environmental protection, aerospace and defense industries as well as in the
nuclear energy industry also figure among the Company's customers.
With around 30 production sites in Europe, North America and Asia as well as a
service network covering more than 100 countries, the SGL Group is a company
with a global presence. In 2006, the Company's workforce of 5,250 generated
sales of (euro) 1.2 billion. The Company's head office is located in
Wiesbaden/Germany.
Notes:
SGL Carbon AG is consolidating all the trading of its shares in Germany, which
takes place on the regulated market in Frankfurt, on Xetra (electronic trading
platform) and on the unregulated markets of the stock exchanges in Hamburg,
Stuttgart, Duesseldorf, Munich, Berlin and Bremen.
One ADR is equivalent to a third of an ordinary share.
Disclaimer:
Some of the services described in this notice are provided by Deutsche Bank
Trust Company Americas (Deutsche Bank) or by its subsidiaries and/or affiliates
in accordance with appropriate local registration and regulation. Deutsche Bank
is providing the attached notice strictly for information purposes and makes no
claims or statement, nor does it warrant or in any way represent, as to the
accuracy or completeness of the details contained herein or therein. Neither
this announcement nor the information contained herein constitutes an offer or
solicitation by Deutsche Bank or any other issuer or entity for the purchase or
sale of any securities nor does it constitute a solicitation to any person in
any jurisdiction where solicitation would be unlawful. No part of this notice
may be copied or reproduced in any way without the prior written consent of
Deutsche Bank. Past results are not an indication of future performance. The
Depositary Receipts have been registered pursuant to the US Securities Act of
1933. The investment or investment service which is the subject of this notice
is not available to private customers as defined by the UK Financial Services
Authority. This notice has been approved and/or communicated by Deutsche Bank AG
London.
Important note:
This press release 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.
The statements on future developments are not to be understood as guarantees.
The future developments and events are dependent on a number of factors, they
include various risks and unanticipated circumstances and are based on
assumptions that may not be correct. 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 and in
the ongoing cost optimization programs. SGL Carbon does not intend to update
these forward-looking statements.
3
Exhibit 3
SGL Group receives rating-upgrade from Standard & Poor's
Wiesbaden, March 26, 2007. On Friday, SGL Group - The Carbon Company - received
an upgrade from the rating agency Standard & Poor's on its credit worthiness.
The rating of the SGL Carbon AG Corporate Family was raised by one notch from
"BB-" to "BB" with a stable outlook. The rating on senior notes of SGL Carbon
Luxembourg were raised from "B" to "B+". These upgrades will favourably impact
potential future financial undertakings of the SGL Group.
According to Standard & Poor's, the higher rating is largely a consequence of
improving and healthy operating performance. Higher profitability, increased
funds of operations and a decline in debt in 2006 are major reasons for this
rating-upgrade.
About SGL Group - The Carbon Company
------------------------------------
The SGL Group is one of the world's leading manufacturers of carbon-based
products. It has a comprehensive portfolio ranging from carbon and graphite
products to carbon fibers and composites. SGL Group's core competencies are its
expertise in high-temperature technology as well as its applications and
engineering know-how gained over many years. These competencies enable the
Company to make full use of its broad material base. SGL Group's carbon-based
materials combine several unique properties such as electrical and thermal
conductivity, heat and corrosion resistance as well as high mechanical strength
combined with low weight. Due to the paradigm shift in the use of materials as a
result of the worldwide shortage of energy and raw materials, there is a growing
demand for SGL Group's high-performance materials and products from an
increasing number of industries. Carbon and graphite products are used whenever
other materials such as steel, aluminum, copper, plastics, wood etc. fail due to
their limited properties. Products from the SGL Group are used predominantly in
the steel, aluminum, automotive, chemical and glass/ceramics industries.
However, manufacturers in the semiconductor, battery, solar/wind energy,
environmental protection, aerospace and defense industries as well as in the
nuclear energy industry also figure among the Company's customers.
With around 30 production sites in Europe, North America and Asia as well as a
service network covering more than 100 countries, the SGL Group is a company
with a global presence. In 2006, the Company's workforce of 5,250 generated
sales of (euro) 1.2 billion. The Company's head office is located in
Wiesbaden/Germany.
Important note:
This press release 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.
The statements on future developments are not to be understood as guarantees.
The future developments and events are dependent on a number of factors, they
include various risks and unanticipated circumstances and are based on
assumptions that may not be correct. 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 and in
the ongoing cost optimization programs. SGL Carbon does not intend to update
these forward-looking statements.
Your contact person:
Corporate Communications / Press office / Stefan Wortmann
Tel.: +49 611 60 29 105 / Fax: +49 6 11 60 29 101 /
Cellphone: +49 170 540 2667 / E-mail : stefan.wortmann@sglcarbon.de /
Internet: www.sglcarbon.de
SGL Group - The Carbon Company
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 26, 2007 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