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: September 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
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
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German Press Release issued September 17, 2004 regarding changes in the
Supervisory Board and Management Board.
EXHIBIT 1
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Ad hoc notification pursuant to ss. 15 of the German Securities Trading Act
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(Wertpapierhandelsgesetz)
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Max Dietrich Kley the New Supervisory Board Chairman of SGL
Carbon
Sten Daugaard succeeds Dr. Bruno Toniolo as Chief Financial Officer
WIESBADEN, September 17, 2004. At its regular meeting of today, the Supervisory
Board of SGL Carbon AG elected Max Dietrich Kley as its Chairman. He was
appointed to the Supervisory Board at the Annual General Meeting on April 30,
2004. Professor Dr. Utz-Hellmuth Felcht, Chairman of the Supervisory Board since
SGL Carbon was founded in 1992, has recommended this development due to his own
increased duties and responsibilities. The Supervisory Board expresses its
thanks for his constructive and committed chairmanship. Upon request of the
Supervisory Board, Professor Dr. Utz-Hellmuth Felcht has agreed to remain a
member of the Supervisory Board for the time being in order to facilitate an
optimal handover to the new Chairman.
Max Dietrich Kley, until May 2003 Chief Financial Officer and Deputy Chairman of
the Board of Executive Directors of BASF AG, and until recently interim Chairman
of the Management Board of Infineon Technologies AG, is a lawyer and serves as
advisor and member of a number of German and foreign supervisory boards. He is
also President of Deutsche Aktieninstitut (DAI), Chairman of the Stock Market
Expert Commission (Borsensachverstandigenkommission), and member of the Board of
Trustees of the International Accounting Standards Committee Foundation (IASCF).
As a member of the so-called Cromme Commission on the German Corporate
Governance Code and together with his internationally acknowledged financial
expertise, he will contribute to the corporate governance of the Company
including its future orientation vis a vis the capital markets following its
refinancing and restructuring.
SGL CARBON AG
Corporate Communications, Media Relations
Rheingaustrasse 182, D-65203 Wiesbaden, Germany
Phone: +49 611 6029-100; Fax: +49 611 6029-101
E-mail: cpc@sglcarbon.de, Internet: www.sglcarbon.de
Also at its meeting today, the Supervisory Board appointed Sten Daugaard as
successor to the Chief Financial Officer Dr. Bruno Toniolo effective January 1,
2005. Dr. Toniolo will be retiring at the end of this year. Sten Daugaard has
held the position of Executive Vice President Finance at SGL Carbon since
January 2004. He was previously active at the privately owned German airline
LTU, Dusseldorf as Chief Executive and General Manager. Besides his longstanding
financial experience in various companies in Germany and abroad, Daugaard has
considerable turnaround and restructuring expertise. He is 46, a Danish citizen,
married, and the father of four children.
Concurrently with these changes, Dr. Klaus Warning, member of the Board of
Management, will leave the Company at the end of the year in mutual agreement to
pursue new interests. With respect to the new orientation of the Company
following the successful refinancing and restructuring of its core businesses as
well as the envisaged divestment of the Surface Protection business, Dr. Klaus
Warning will not be replaced in the Board of Management. As of January 2005, the
Board of Management of SGL Carbon AG will therefore be composed as follows:
Robert Koehler (CEO), Sten Daugaard (CFO), Theodore Breyer (Carbon Graphite
business), Dr. Hariolf Kottmann (Graphite Specialties and SGL Technologies
businesses). Board of Management and Supervisory Board express their sincere
thanks to Dr. Toniolo and Dr. Warning for their long term successful
contribution to the development of SGL Carbon.
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.
For further information, please contact:
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Corporate Communications / Ralf Harenberg
Tel.: +49 611 60 29 103 / Fax: +49 6 11 60 29 101
Corporate Communications / Melanie Brennemann-Rappl
Tel.: +49 611 60 29 102 / Fax: +49 6 11 60 29 101
Internet: www.sglcarbon.com
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 17, 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