UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 8)*
GRAFTECH INTERNATIONAL LTD.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
384313201
(CUSIP Number)
Stephen
Fraidin
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
212-446-4840
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Not applicable
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.£
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 384313201 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Daniel Milikowsky | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a)
S (b) £ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
| £ | |
| 6 | CITIZENSHIP OR PLACE OR ORGANIZATION |
| United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER |
| 2,559,358 shares | ||
| 8 | SHARED VOTING POWER | |
| 6,198,383 shares | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 2,559,358 shares | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 6,198,283 shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON |
| 8,757,741 shares | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| £ (1) | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 6.4% (1) | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| IN |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Daniel Milikowsky Family Holdings, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) S (b) £ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
| £ | |
| 6 | CITIZENSHIP OR PLACE OR ORGANIZATION |
| United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER |
| 0 shares | ||
| 8 | SHARED VOTING POWER | |
| 4,941,023 shares | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 shares | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 4,941,023 shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON |
| 4,941,023 shares | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| £ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 3.6% | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| IN |
| 3 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| The Daniel & Sharon Milikowsky Family Foundation, Inc. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) S (b) £ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
| £ | |
| 6 | CITIZENSHIP OR PLACE OR ORGANIZATION |
| United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER |
| 0 shares | ||
| 8 | SHARED VOTING POWER | |
| 1,257,360 shares | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 shares | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 1,257,360 shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON |
| 1,257,360 shares | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| £ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 0.9% | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| IN |
| 4 |
| CUSIP No. 384313201 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Nathan Milikowsky | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) S (b) £ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
| £ | |
| 6 | CITIZENSHIP OR PLACE OR ORGANIZATION |
| United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER |
| 6,415,361 shares | ||
| 8 | SHARED VOTING POWER | |
| 87,360 shares (1) | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 6,415,361 shares | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 87,360 shares (1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON |
| 6,502,721 shares (1) | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| S (1) | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 4.8% (1) | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| IN |
(1) Excludes 760,760 shares held by an entity beneficially owned by Nathan Milikowsky’s wife.
| NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| The Rebecca and Nathan Milikowsky Family Foundation |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) S (b) £ |
| SEC USE ONLY |
| SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| OO |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
| £ |
| CITIZENSHIP OR PLACE OR ORGANIZATION |
| United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER |
| 0 shares | ||
| 8 | SHARED VOTING POWER | |
| 87,360 shares | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 shares | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 87,360 shares |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON |
| 87,360 shares |
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| £ |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 0.0% |
| TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| IN |
| NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| NM GTI Investments LLC |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) S (b) £ |
| SEC USE ONLY |
| SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| OO |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
| £ |
| CITIZENSHIP OR PLACE OR ORGANIZATION |
| United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER |
| 6,239,204 shares | ||
| 8 | SHARED VOTING POWER | |
| 0 shares | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 6,239,204 shares | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 0 shares |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON |
| 6,239,204 shares |
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| £ |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 4.6% |
| TYPE OF REPORTING PERSON (SEE INSTRUCTIONS |
| IN |
| 7 |
EXPLANATORY NOTE
This Amendment No. 8 to Schedule 13D amends and restates or amends and supplements, where indicated, the Statement on Schedule 13D relating to the Common Stock of the Issuer by Daniel Milikowsky and Nathan Milikowsky filed with the Securities and Exchange Commission on December 10, 2010, as amended by Amendment No. 7 to Schedule 13D filed with the Securities and Exchange Commission on March 28, 2014, Amendment No. 6 to Schedule 13D filed with the Securities and Exchange Commission on March 25, 2014, Amendment No. 5 to Schedule 13D filed with the Securities and Exchange Commission on March 11, 2014, Amendment No. 4 to Schedule 13D filed with the Securities and Exchange Commission on January 30, 2014, Amendment No. 3 to Schedule 13D filed with the Securities and Exchange Commission on January 24, 2014, Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on January 8, 2014 and by Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on February 14, 2011 (the “Schedule 13D”). Capitalized terms used in this Amendment No. 8 and not otherwise defined herein have the meanings given to them in the Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information immediately after the last paragraph thereof:
On April 13, 2014, Mr. Nathan Milikowsky, sent a letter to Mr. Joel Hawthorne, President and CEO of the Issuer, regarding recent settlement discussions (the “Letter”). A copy of such Letter is filed herewith as Exhibit 1 and incorporated by reference herein. Any description herein of the Letter is qualified in its entirety by reference to the Letter filed herewith.
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 - Letter
| 8 |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 14, 2014
| /s/ Daniel Milikowsky | ||
| Daniel Milikowsky | ||
| /s/ Nathan Milikowsky | ||
| Nathan Milikowsky | ||
| NM GTI Investments LLC | ||
| /s/ Nathan Milikowsky | ||
| By: Nathan Milikowsky | ||
| Title: Member | ||
| The Rebecca and Nathan Milikowsky Family Foundation | ||
| /s/ Nathan Milikowsky | ||
| By: Nathan Milikowsky | ||
| Title: Trustee | ||
| Daniel Milikowsky Family Holdings, LLC | ||
| /s/ Daniel Milikowsky | ||
| By: Daniel Milikowsky | ||
| Title: Investment Manager | ||
| The Daniel and Sharon Milikowsky Family Foundation, Inc. | ||
| /s/ Daniel Milikowsky | ||
| By: Daniel Milikowsky | ||
| Title: President | ||
Exhibit 1
April 13, 2014
Via EMail and Fed Ex
Mr. Joel Hawthorne
President and Chief Executive Officer
GrafTech International Holdings
12900 Snow Road
Parma, Ohio 44130
Dear Joel:
Two questions that I have been asked by shareholders have been clearly answered by recent events. First, am I willing to reach a settlement? Second, did the GrafTech Board have a basis for not renominating me as a director?
On April 11, 2014, Save GrafTech proposed a settlement offer for minority representation on a newly reconstituted 10-member Board, including: (1) three Save GrafTech nominees (David Jardini, Karen Finerman and me), (2) one director to be mutually agreed on by Save GrafTech and the Company, (3) two GrafTech nominees (Tom Danjczek and Catherine Morris), and (4) four incumbent directors (Randy Carson, Joel Hawthorne, Ferrell McClean and Steven Shawley).
Save GrafTech also proposed a solution to address any concerns the Company might have about my suitability to rejoin the Board. Under our proposal, as described in the attached term sheet we previously sent you, the Board would promptly retain an independent law firm to review the undisclosed findings of the Special Committee’s prior investigation. That independent firm would determine whether I met GrafTech’s standards for membership on the Board of Directors. Should the law firm conclude that I did not, I would promptly resign from the Board.
Having served on the Board with your current directors, I was not surprised that GrafTech rejected this eminently reasonable offer and responded in less than eight hours with an unacceptable counterproposal. However, I was surprised that this rejection clearly betrays the Board’s lack of confidence in the “findings” of its own Special Committee investigation, which was the pretext for excluding me from continuing to serve as a director in 2013.
If the evidence of my “misconduct” is so compelling, why wouldn’t it stand up to an independent third-party review? We gave the GrafTech Board the opportunity to have their decision not to renominate me tested by an independent, impartial party. GrafTech’s rejection, which is carefully and disingenuously crafted to appear reasonable, makes it crystal clear that the Board does not stand behind the Special Committee’s findings. In fact, their rejection of my proposal supports what I have been saying all along – that the Special Committee’s so-called investigation was a total waste of time and significant money that provided absolutely no support for their actions, allegations and smears. While Save GrafTech proposed an objective assessment of the allegations of the GrafTech Board (as outlined in the Company’s [preliminary] proxy statement) through a simple process that would take only approximately two weeks to complete, the current Board instead demanded an elaborate litigation-like exercise that would take a minimum of two years to complete and would needlessly divert substantial funds from GrafTech’s shareholders to lawyers engaged in a “fishing expedition.” Reinvestigating the same purported leak through a
judicial or arbitration process, as GrafTech now demands, is a transparent stall tactic designed to create a significant delay to my rejoining the Board.
Nevertheless, it is noteworthy that the Board is not categorically opposed to accepting me as a director, albeit under unduly burdensome and unreasonable terms. GrafTech’s rejection concedes that the Board has abandoned its prior position that it could not accept any settlement offer that would include me rejoining the Board. Shareholders should view this change as further evidence that the allegations in GrafTech’s [preliminary] proxy statement are utterly false. I have total confidence that an independent law firm would conclude that the Special Committee’s prior investigation of me provided no support whatsoever for its finding that I was not qualified to serve as a director.
Finally, shareholders should note the lengths to which this Board will go to protect Mary Cranston, an individual with a history of launching smear campaigns against those she perceives as obstacles or threats. A simple Internet search reveals a wealth of information reporting her history of bullying and underhanded personal attacks. The Board’s judgment must be questioned in allowing her to continue as Lead Independent director, especially given the Company’s chronic underperformance and its stated intention for Cranston to succeed Craig Shular as Chairman.
It is unfortunate that our settlement discussions have been scuttled by GrafTech’s inability to accept an exceptionally reasonable offer, which included minority representation for the Save GrafTech slate as well as a significant two-year standstill provision. I continue to believe that many other GrafTech shareholders agree with me that the GrafTech Board needs to be reconstituted – and that, in order to bring about meaningful change, Save GrafTech’s level of Board representation must reflect the scale of the problems the Company is facing. I look forward to providing shareholders with a platform for truly meaningful change at the 2014 Annual Meeting.
Sincerely,
| /s/ Nathan Milikowsky | |
| Nathan Milikowsky |