CALGON CARBON CORP FORM 8-K. (Current report filing) Filed 04/04/11 for the Period Ending 03/31/11

Transcription

1 CALGON CARBON CORP FORM 8-K (Current report filing) Filed 04/04/11 for the Period Ending 03/31/11 Address 3000 GSK DRIVE MOON TOWNSHIP, PA Telephone CIK Symbol CCC SIC Code Industrial Inorganic Chemicals Industry Chemical Manufacturing Sector Basic Materials Fiscal Year 12/31 Copyright 2016, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 Table of Contents

3 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 31, 2011 CALGON CARBON CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) P.O. Box 717, Pittsburgh, PA (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code (412) (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

4 TABLE OF CONTENTS Item 1.01 Entry into a Material Definitive Agreement. Item 2.01 Completion of Acquisition or Disposition of Assets. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Item 9.01 Financial Statements and Exhibits. SIGNATURES EX-10.1 EX-99.1

5 Table of Contents Item 1.01 Entry into a Material Definitive Agreement. On March 31, 2011, Calgon Carbon Japan KK ( CCJ ), a subsidiary of Calgon Carbon Corporation (the Company ), entered into a certain Contract Amendment Document (the Amendment ) amending a certain Specialized Overdraft Account Agreement with The Bank of Tokyo-Mitsubishi UFJ, Ltd. ( BTM ) which provides for a working capital loan to CCJ (the BTM Working Capital Loan ). Pursuant to the terms of the Amendment, the total available principal amount of the BTM Working Capital Loan has been expanded from 1,500,000,000 (approximately $18,000,000) to 2,000,000,000 (approximately $24,000,000) and the maturity was extended from March 31, 2011 to April 4, The Company is jointly and severally liable as the guarantor of CCJ s obligations under the BTM Working Capital Loan and the Company permitted CCJ to grant a security interest and continuing lien in certain of its assets to secure its obligations pursuant to the BTM Working Capital Loan. The Revolving Credit Facility Agreement between CCJ and MCFA Inc. dated March 31, 2010 expired and all borrowings thereunder were repaid as of March 31, The certain term loan agreement dated March 31, 2010 among CCJ as the borrower, the Company as the guarantor and BTM remains outstanding according to its terms. The summary of the material terms and conditions of the Amendment in this Current Report on Form 8-K is qualified in its entirety by reference to the English translation of the full text of such document, the same being attached hereto as Exhibit 10.1 and incorporated herein by reference. The original documents are written in the Japanese language and the Japanese versions supersede the English translations. Item 2.01 Completion of Acquisition or Disposition of Assets. On March 31, 2011, pursuant to the terms of the previously disclosed Redemption, Asset Transfer and Contribution Agreement (the Redemption Agreement ) among Calgon Carbon Corporation (the Company ), Calgon Carbon Japan KK f/k/a Calgon Mitsubishi Chemical Corporation ( CCJ ) and Mitsubishi Chemical Corporation ( MCC ), the Company increased its ownership of CCJ from 80% to 100%. The Redemption Agreement was filed as Exhibit to the Company s Annual Report on Form 10-K for the year ended December 31, 2009 and is incorporated herein by reference. The parties agreed to liquidate certain indemnity claims brought by the Company and CCJ against MCC under the terms of the Redemption Agreement to an aggregate amount of 228,189,854 (approximately $2,750,000) which is the amount that the Company and CCJ would have paid under the Redemption Agreement to purchase MCC s remaining 20% interest. The parties agreed that the Company and CCJ may set-off this amount against the purchase price and thus the Company increased its ownership of CCJ to 100% without the payment of any additional cash.

6 Table of Contents A copy of the Company s press release with respect to this transaction is attached hereto as Exhibit 99.1 and incorporated herein by reference Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are being filed pursuant to Item 601 of Regulation S-K to this Form 8-K: Exhibit No. Description 10.1 Contract Amendment Document dated March 31, 2011 by and among The Bank of Tokyo-Mitsubishi UJF, Ltd., Calgon Carbon Japan KK and Calgon Carbon Corporation 99.1 Press Release dated March 31, 2011

7 Table of Contents 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 hereunto duly authorized. CALGON CARBON CORPORATION (Registrant) Date: April 4, 2011 /s/ Richard D. Rose (Signature) Richard D. Rose Senior Vice President, General Counsel and Secretary

8 Exhibit 10.1 Contract Amendment Document March 31, 2011 To: The Bank of Tokyo-Mitsubishi UFJ, Ltd. Our Company (Borrower): Calgon Carbon Japan, Co., Ltd. Address: Tokyo, Chuo Ward Takahashi 1-Cho-Me, 1-Ban, 5-Gou Name: Representative President Cornelius, Fubeltas, Steffens, Maria, Majoor Address: 400 Calgon Carbon Drive, Pittsburgh, PA, [seal] Guarantor: Calgon Carbon Corporation, Vice President, Tsuneyuki Sakai [hw: illegible] On March 31, 2011, we hereby amend, as written below, the contract agreed upon with Mitsubishi Tokyo UFJ Bank, Co., Ltd., on March 31, 2010, which describes the Savings Overdraft ( or debt ), or credit line ( along with any accompanying documentation, amendment documents, applications to open Savings Overdraft Private Accounts, and so on. Henceforth, these will be referred to as [ Original Contract Documents, etc. ], and the contract itself will be referred to as the [ Original Contract Document ] ). In addition, excluding the parts affected by changes set forth in this contract document, each article contained within the Original Contract Documents, etc., will be fulfilled without continuing inaccuracies. Furthermore, over and above agreeing to this contract, the guarantor bears the responsibility for the debt along with the debtor. 1. Original Contract Type Notes Please insert O next to the applicable Original Agreement. Savings Overdraft ( Private Account ) Agreement Document 1 Savings Overdraft ( Private Account ) Agreement Document ( Cooperative Security added ) Special Account Overdraft Agreement Document 2 Trust Security Cooperative Security added Special Savings Overdraft Agreement Document Special Savings Settlement Overdraft Agreement Document 3 Savings Overdraft ( Partner ) Agreement Document Trust Security Cooperative Security added Savings Overdraft ( Partner ) Agreement Document Savings Settlement Overdraft Agreement Document ( Used for Domestic yen spread loans ) Special Savings Overdraft Agreement Document ( Used for Domestic yen spread loans ) Private Savings and Loan Agreement Document 4 Loan Account Formula Savings Settlement Debt Agreement Document Tokai Credit Line ( Provisional Settlement ) Contract Document Tokai Credit Line ( Contractual Settlement ) Contract Document Trust Security Cooperative Security added Tokai Credit Line ( Provisional Settlement ) Contract Document Trust Security Cooperative Security added Tokai Credit Line (Contractual Settlement ) Contract Document 2. Current Maximum Amount 1,500,000,000 yen exactly 3. Details for Amendments Please insert O next to the applicable item. Before amendment Post amendment Amendment of maximum amount 1,500,000,000 yen 2,000,000,000 yen Amendment of contract (transaction) deadline Contract deadline March 31, 2011 (Heisei 23) Contract deadline April 4, 2012 (Heisei 24) March 31, 2011 ( Heisei 23 ) Amendment of renewal (automatic renewal) period Renewal period period -year Renewal period period -year

9 months months Change of bank account for repayment ( 6) 6 Includes the designated bank account and the designated account. Name of branch Name of branch Account type Savings Checking Account type Savings Checking Account number Account number End (Amendment Agreement (Overdraft (Exclusive Special) Joint Use) For Bank Use The signature and seal of the guarantor are not required in the following cases (excluding the credit guarantee association guarantee): 1 Reduction of the maximum amount 2 Change of the bank account for repayment Form 6 1 Current former Tokyo-Mitsubishi product 2 Former UFJ product 3 Former Sanwa product 4 Former Tokai product (Preservation: 10 years after transaction) Seal of Verification Handling Approval of Seal (Document Code: 17204)

10 Exhibit 99.1 CALGON CARBON ACQUIRES REMAINING INTEREST IN CALGON CARBON JAPAN Pittsburgh, PA March 31, 2011 Calgon Carbon Corporation (CCC: NYSE) announced today that it has completed the acquisition of Calgon Carbon Japan KK (CCJ), the former joint venture between Calgon Carbon Corporation (Calgon Carbon) and Mitsubishi Chemical Corporation (MCC). The transaction occurred in accordance with the Redemption, Asset Transfer and Contribution Agreement which was executed by MCC and Calgon Carbon in Calgon Carbon had increased its ownership of the joint venture from 49% to 80% on March 31, 2010 through the redemption of MCC shares and had changed the name to Calgon Carbon Japan KK. On March 31, 2011 the company completed the acquisition of CCJ. Leading up to the March 2011 transaction, Calgon Carbon negotiated certain claims with MCC and the final 20% was acquired without payment of any additional cash. CCJ is now a wholly owned subsidiary of Calgon Carbon. Calgon Carbon Corporation, headquartered in Pittsburgh, Pennsylvania, is a global leader in services and solutions for making water and air safer and cleaner. For more information about Calgon Carbon s leading activated carbon and ultraviolet technology solutions for municipalities and industries, visit This news release contains historical information and forward-looking statements. Forward-looking statements typically contain words such as expect, believe, estimate, anticipate, or similar words indicating that future outcomes are uncertain. Statements looking forward in time, including statements regarding future growth and profitability, price increases, cost savings, broader product lines, enhanced competitive posture and acquisitions, are included in the company s most recent Annual Report pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of They involve known and unknown risks and uncertainties that may cause the company s actual results in future periods to be materially different from any future performance suggested herein. Further, the company operates in an industry sector where securities values may be volatile and may be influenced by economic and other Calgon Carbon Corporation 400 Calgon Carbon Drive Pittsburgh, PA

11 factors beyond the company s control. Some of the factors that could affect future performance of the company are higher energy and raw material costs, costs of imports and related tariffs, labor relations, capital and environmental requirements, changes in foreign currency exchange rates, borrowing restrictions, validity of patents and other intellectual property, and pension costs. In the context of the forward-looking information provided in this news release, please refer to the discussions of risk factors and other information detailed in, as well as the other information contained in the company s most recent Annual Report. # # # Calgon Carbon Corporation 400 Calgon Carbon Drive Pittsburgh, PA