SGL Carbon AG
Ticker: SGG Rheingaustrasse 182
Exchange: New York Stock Exchange Wiesbaden, Foreign D-65203
Industry: Manufacturing

Type of Shares:American Depositary Receipts Filing Date:5/17/96
U.S. Shares:3,800,000 Offer Date:6/4/96
Non-U.S. Shares:5,700,000 Filing Price:$32.63
Primary Shares:0 Offer Price:$33.93
Secondary Shares:9,500,000 Gross Spread:$1.14
Offering Amount: $309,985,010 Selling:$0.69
Expenses:$3,609,470 Reallowance:$0.10
Shares Out After:62,801,100
Spin out parent firm: Hoechst AG

ManagerTierPhone
CS First BostonLead Manager (212) 909-3312
Dresdner Securities (USA) Inc.Co-manager (212) 344-3200
Kleinwort Benson North AmericaCo-manager (212) 351-5567
Morgan Stanley & Co. IncorporatedCo-manager (212) 703-4797

Auditor: KPMG Peat Marwick
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 12/31/95
Revenue:$1,091.80Assets:$1,134.60
Net Income:$102.30Liabilities:$649.40
EPS:$1.69Equity:$485.20

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is the largest manufacturer of carbon and graphite products in the world, based on 1995 sales. The company's net sales have increased from DM 1,004 million in 1992 to DM 1,566 million in 1995 and the company's operating result has increased from a loss of DM 77 million in 1992 to a profit of DM 260 million in 1995. In 1995, the company had sales in more than 90 countries and sales outside Germany accounted for approximately 84% of net sales. The company currently operates 19 key manufacturing facilities in Europe and North America and conducts its activities through three business areas: Carbon and Graphite (CG), Specialty Graphite (SG) and Technical Products (TE) (formerly known as Engineered Products). The CG business area encompasses graphite electrodes and certain carbon products and accounted for approximately 66% of the company's net sales in 1995.

Use of Proceeds
Proceeds from the offering will be distributed to selling shareholder.

Last updated: 11/27/96

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