-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AuEWnrMuTivVD0gE8IHZWnPizkZvxz0jJyof5Z0D2Ltyk2PZysoCIr0n3CZ7MXnC wzTznDPqtI05r/U04eMH2g== 0000950172-04-003127.txt : 20041227 0000950172-04-003127.hdr.sgml : 20041224 20041227172937 ACCESSION NUMBER: 0000950172-04-003127 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041227 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041227 DATE AS OF CHANGE: 20041227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALGON CARBON CORPORATION CENTRAL INDEX KEY: 0000812701 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 250530110 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10776 FILM NUMBER: 041227132 BUSINESS ADDRESS: STREET 1: P O BOX 717 STREET 2: 400 CALGON CARBON DR CITY: PITTSBURGH STATE: PA ZIP: 15230-0717 BUSINESS PHONE: 4127876700 MAIL ADDRESS: STREET 1: P.O. BOX 717 CITY: PITTSBURGH STATE: PA ZIP: 15230-0717 8-K 1 wil399295.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): December 27, 2004 CALGON CARBON CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-10776 25-0530110 (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) P.O. Box 717 Pittsburgh, PA 15230-0717 (Address of Principal Executive Offices) (412) 787-6700 (Registrant's telephone number, including area code) 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: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) Item 3.03 -Material Modification to Rights of Security Holders. On December 27, 2004, Calgon Carbon Corporation, a Delaware corporation (the "Company"), pursuant to approval by the Company's Board of Directors, entered into Amendment No. 2 to the Rights Agreement ("Amendment No. 2") by and between the Company and Equiserve Trust Company, N.A. (as successor to First Chicago Trust Company of New York), dated as of February 3, 1995, as amended by Amendment No. 1 thereto dated as of April 23, 1999 (as so amended, the "Rights Agreement"). Amendment No. 2 reduces from 20% to 10% the threshold at which the Rights (as defined in the Rights Agreement) will be triggered. According to the Rights Agreement as amended, subject to certain exceptions described in the Rights Agreement, the Rights will be triggered after a person or group becomes the beneficial owner of 10% or more of the Company's outstanding common stock or commences a tender or exchange offer upon consummation of which such person or group will become the beneficial owner of 10% or more of the Company's outstanding common stock. Current holders of 10% or more of the Company's outstanding common stock will not trigger the Rights unless any such holder acquires an additional 1% of the Company's common shares or, in the case of a holder that reports its beneficial ownership on Schedule 13G, such holder increases its ownership above 15%. A copy of Amendment No. 2 is attached hereto as Exhibit 4.1. On December 27, 2004, the Company issued a press release announcing the approval and implementation of Amendment No. 2 to the Rights Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 9.01 - Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description - ---------- ----------- 4.1 Amendment No. 2 to Rights Agreement, dated as of December 27, 2004, by and between the registrant and Equiserve Trust Company, N.A. 99.1 Press Release dated December 27, 2004. SIGNATURE 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 Date: December 27, 2004 By: /s/ Michael J. Mocniak -------------------------- Michael J. Mocniak Senior Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 4.1 Amendment No. 2 to Rights Agreement, dated as of December 27, 2004, by and between the registrant and Equiserve Trust Company, N.A. 99.1 Press Release dated December 27, 2004. EX-4 2 nyc568078.txt EXHIBIT 4.1 Exhibit 4.1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT This Amendment No. 2 to Rights Agreement, dated as of December 27, 2004 (this "Amendment"), is entered into by and between Calgon Carbon Corporation, a Delaware corporation (the "Company"), and Equiserve Trust Company, N.A. (as successor to First Chicago Trust Company of New York) (the "Rights Agent"). WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement dated as of February 3, 1995, as amended by Amendment No. 1 thereto dated as of April 23, 1999 (as so amended, the "Rights Agreement"); WHEREAS, the Board of Directors of the Company has approved and adopted this Amendment at a meeting of the directors duly called and held; and WHEREAS, pursuant to and in accordance with Section 26 thereof, the parties desire to further amend the Rights Agreement as set forth in this Amendment. NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein and in the Rights Agreement, the parties hereto agree as follows: 1. Each of the following sections of the Rights Agreement is hereby amended such that each reference to twenty percent (20%) in such section shall be changed to ten percent (10%): (a) Section 1(a) of the Rights Agreement; (b) Section 3(a) of the Rights Agreement; (c) Section 11(a) of the Rights Agreement; and (d) the third and seventh paragraphs of Exhibit B to the Rights Agreement. 2. The term "Agreement", as used in the Rights Agreement, shall be deemed to refer to the Rights Agreement as amended hereby. 3. Section 1(i) of the Rights Agreement is hereby replaced in its entirety to read as follows: "(i) "Exempt Person" shall mean: (i) the Company, any Subsidiary of the Company, any employee benefit plan or employee stock plan of the Company or of any Subsidiary of the Company, or any person or entity organized, appointed, established or holding Company Common Stock for or pursuant to the terms of any such plan; (ii) any Person who was, together with such Person's Affiliates and Associates, the Beneficial Owner of ten percent (10%) or more of the then outstanding shares of Common Stock on December 27, 2004, provided that after the date of this Agreement such Person, together with such Person's Affiliates and Associates, does not (A) become the Beneficial Owner (other than through inadvertance and under circumstances where (i) such Person agrees to the divestiture of a number of shares of Company Common Stock necessary for such Person to be included within the definition of an Exempt Person or (ii) such Person's acquisition of additional shares of Company Common Stock is subsequently approved by the Board of Directors of the Company) of additional shares of Company Common Stock representing one percent (1%) or more of the then outstanding shares of Company Common Stock, in which case such Person shall no longer be deemed to be an Exempt Person for purposes of this Agreement, or (B) decrease its percentage ownership below ten percent (10%) of the then outstanding shares of Company Common Stock, in which case such Person shall no longer be deemed to be an Exempt Person for purposes of this Agreement; (iii) any Person who would otherwise become an Acquiring Person solely by virtue of a reduction in the number of outstanding shares of Company Common Stock; provided, however, that such Person shall not be an Exempt Person if, subsequent to such reduction, such Person shall become the Beneficial Owner of any additional shares of Company Common Stock; or (iv) any Person who, together with such Person's Affiliates and Associates, has reported on Schedule 13G under the Securities Exchange Act of 1934, as amended (or any comparable or successor report), Beneficial Ownership of shares of Company Common Stock representing ten percent (10%) or more of the then issued and outstanding shares of Company Common Stock, but less than fifteen percent (15%) of the then issued and outstanding shares of Company Common Stock, provided that after the date of this Agreement such Person, together with such Person's Affiliates and Associates, does not become the Beneficial Owner (other than through inadvertence and under circumstances where (i) such Person agrees to the divestiture of a number of shares of Company Common Stock necessary for such Person to be included within the definition of an Exempt Person or (ii) such Person's acquisition of additional shares of Company Common Stock is subsequently approved by the Board of Directors of the Company) of shares of Company Common Stock representing, in the aggregate, fifteen percent (15%) or more of the then issued and outstanding shares of Company Common Stock, in which case such Person shall no longer be deemed to be an Exempt Person for purposes of this Agreement." 4. (a) The parties acknowledge and agree that this Amendment is an integral part of the Rights Agreement. Notwithstanding any provision of the Rights Agreement to the contrary, in the event of any conflict between this Amendment and the Rights Agreement or any part of either of them, the terms of this Amendment shall control. (b) Except as expressly set forth herein, the terms and conditions of the Rights Agreement are and shall remain in full force and effect and shall be otherwise unaffected hereby. (c) The Rights Agreement, as amended by this Amendment, sets forth the entire understanding of the parties with respect to the subject matter thereof and hereof. (d) This Amendment shall be governed by, interpreted under and construed in accordance with the laws of the state of Delaware, without regard to laws that might otherwise govern under applicable conflicts of laws principles. (e) This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same document. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the day and year first above written. CALGON CARBON CORPORATION By: /s/ Michael J. Mocniak ------------------------------- Michael J. Mocniak Senior Vice President, General Counsel and Secretary EQUISERVE TRUST COMPANY, N.A. By: /s/ Robbin A. Mayo ------------------------------- Name: Robbin A. Mayo Title: Senior Account Manager EX-99 3 wil398924.txt EXHIBIT 99.1 Exhibit 99.1 [Calgon Carbon Corporation Logo] P.O. Box 717 Pittsburgh, PA 15230-0717 (412) 787-6700 CALGON CARBON CORPORATION AMENDS SHAREHOLDER RIGHTS PLAN PITTSBURGH, PA - December 27, 2004 - Calgon Carbon Corporation (NYSE: CCC) (the "Company") - announced today that its Board of Directors amended the Company's Shareholder Rights Plan to reduce the triggering threshold under the Plan to 10% from its previous level of 20%. As a result of the amendment and subject to certain exceptions, the Rights will be triggered if a person or group acquires beneficial ownership of 10% or more of the Company's common shares or commences a tender or exchange offer upon consummation of which such person or group would beneficially own 10% or more of the Company's common shares. Current holders of 10% or more of the Company's common stock will not trigger the Rights unless any such holder acquires an additional 1% of the Company's common shares or, in the case of a holder that reports its beneficial ownership on Schedule 13G, such holder increases its ownership above 15%. The Rights, which were issued in connection with the adoption of the Plan in 1995, currently entitle the holder to purchase one one-hundredth of a share of the Company's common stock at a purchase price of $50, subject to adjustment. Upon the occurrence of certain triggering events - including the acquisition of 10% or more of the Company's common stock, as described above - the Rights will become exchangeable for shares of the Company's common stock or, in some cases, the stock of an acquiror. A copy of the amendment to the Company's Shareholder Rights Plan is being filed with the Securities and Exchange Commission. Calgon Carbon Corporation (NYSE: CCC), headquartered in Pittsburgh, Pennsylvania, is a global leader in services and solutions for making air and water cleaner and safer. The company employs approximately 1,200 people at 18 operating facilities and 27 sales and service centers worldwide. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. This document contains certain statements that are forward-looking relative to the Company's future strategy and performance. 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. ### For more information, please contact Gail Gerono (412) 787-6795 -----END PRIVACY-ENHANCED MESSAGE-----