UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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
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| 1 |
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NAME OF
REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel Milikowsky |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) x (b) ¨ |
| 3 |
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SEC USE ONLY
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| 4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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| 6 |
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CITIZENSHIP OR PLACE OR
ORGANIZATION United States |
| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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7 |
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SOLE VOTING POWER
2,494,892 shares |
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8 |
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SHARED VOTING POWER
6,262,849 shares |
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9 |
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SOLE DISPOSITIVE POWER
2,494,892 shares |
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10 |
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SHARED DISPOSITIVE POWER
6,262,849 shares |
| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
8,757,741 shares |
| 12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ¨ (1) |
| 13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 6.4% (1) |
| 14 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) IN |
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| 1 |
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NAME OF
REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel Milikowsky Family Holdings, LLC |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) x (b) ¨ |
| 3 |
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SEC USE ONLY
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| 4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
| 5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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| 6 |
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CITIZENSHIP OR PLACE OR
ORGANIZATION Connecticut |
| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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7 |
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SOLE VOTING POWER
0 shares |
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8 |
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SHARED VOTING POWER
5,005,489 shares |
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9 |
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SOLE DISPOSITIVE POWER
0 shares |
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10 |
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SHARED DISPOSITIVE POWER
5,005,489 shares |
| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,005,489 shares |
| 12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 3.6% |
| 14 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) OO |
3
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| 1 |
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NAME OF
REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Daniel & Sharon Milikowsky Family Foundation, Inc. |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) x (b) ¨ |
| 3 |
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SEC USE ONLY
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| 4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
| 5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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CITIZENSHIP OR PLACE OR
ORGANIZATION Connecticut |
| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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7 |
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SOLE VOTING POWER
0 shares |
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8 |
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SHARED VOTING POWER
1,257,360 shares |
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9 |
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SOLE DISPOSITIVE POWER
0 shares |
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10 |
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SHARED DISPOSITIVE POWER
1,257,360 shares |
| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,257,360 shares |
| 12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 0.9% |
| 14 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) CO |
4
CUSIP No. 384313201
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| 1 |
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NAME OF
REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nathan Milikowsky |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) x (b) ¨ |
| 3 |
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SEC USE ONLY
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| 4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
| 5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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CITIZENSHIP OR PLACE OR
ORGANIZATION United States |
| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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7 |
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SOLE VOTING POWER
6,361,741 shares |
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8 |
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SHARED VOTING POWER
147,360 shares (1) |
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9 |
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SOLE DISPOSITIVE POWER
6,361,741 shares |
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10 |
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SHARED DISPOSITIVE POWER
147,360 shares (1) |
| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,509,101 shares (1) |
| 12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES x (1) |
| 13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 4.7% (1) |
| 14 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) IN |
| (1) |
Excludes 760,760 shares held by Nathan Milikowsky’s wife. |
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| 1 |
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NAME OF
REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Rebecca and Nathan Milikowsky Family Foundation |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) x (b) ¨ |
| 3 |
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SEC USE ONLY
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| 4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
| 5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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CITIZENSHIP OR PLACE OR
ORGANIZATION Massachusetts |
| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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7 |
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SOLE VOTING POWER
0 shares |
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8 |
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SHARED VOTING POWER
147,360 shares |
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9 |
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SOLE DISPOSITIVE POWER
0 shares |
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10 |
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SHARED DISPOSITIVE POWER
147,360 shares |
| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
147,360 shares |
| 12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 0.1% |
| 14 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) OO |
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| 1 |
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NAME OF
REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NM GTI Investments LLC |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) x (b) ¨ |
| 3 |
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SEC USE ONLY
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| 4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
| 5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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| 6 |
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CITIZENSHIP OR PLACE OR
ORGANIZATION Delaware |
| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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7 |
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SOLE VOTING POWER
0 shares |
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8 |
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SHARED VOTING POWER
0 shares |
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9 |
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SOLE DISPOSITIVE POWER
0 shares |
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10 |
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SHARED DISPOSITIVE POWER
0 shares |
| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0 shares |
| 12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 0.0% |
| 14 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) OO |
7
This Amendment No. 9 to Schedule 13D 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 U.S. Securities and Exchange Commission on December 10, 2010, as amended by Amendment No. 8 to Schedule 13D filed with the U.S. Securities
and Exchange Commission on April 14, 2014, Amendment No. 7 to Schedule 13D filed with the U.S. Securities and Exchange Commission on March 28, 2014, Amendment No. 6 to Schedule 13D filed with the U.S. Securities and Exchange
Commission on March 25, 2014, Amendment No. 5 to Schedule 13D filed with the U.S. Securities and Exchange Commission on March 11, 2014, Amendment No. 4 to Schedule 13D filed with the U.S. Securities and Exchange Commission on
January 30, 2014, Amendment No. 3 to Schedule 13D filed with the U.S. Securities and Exchange Commission on January 24, 2014, Amendment No. 2 to Schedule 13D filed with the U.S. Securities and Exchange Commission on
January 8, 2013 and by Amendment No. 1 to Schedule 13D filed with the U.S. Securities and Exchange Commission on February 14, 2011 (the “Schedule 13D”). Capitalized terms used in this Amendment No. 9 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 June 5, 2014 Nathan Milikowsky was granted 8,507 restricted shares of
Common Stock (the “Restricted Shares”) as compensation for his services as a director of the Company, of which 6,380 have vested as of the date hereof. Additional information regarding the Restricted Shares was previously filed with the
U.S. Securities and Exchange Commission on the Form 4, filed with the U.S. Securities and Exchange Commission, by the Issuer, on behalf of Nathan Milikowsky, on June 9, 2014, which is incorporated herein by reference.
On January 23, 2015, Nathan Milikowsky delivered a letter to the Issuer (the “Nomination Letter”) nominating certain individuals (the
“Nominees”) for election to the Board of Directors of the Issuer (the “Board”) at the 2015 annual meeting of shareholders (the “2015 Annual Meeting”). The Nomination Letter also proposed a resolution that, as of the
effectiveness of such resolution, any provision in the bylaws of the Issuer that was not included in the bylaws as amended effective September 20, 2012 (as publicly filed with the U.S. Securities and Exchange Commission by the Issuer on a Form
8-K on October 4, 2012) be repealed and be of no effect. The Reporting Persons and their representatives intend to engage from time to time in discussions with the directors and management of the Issuer.
In addition, the Reporting Persons and their representatives intend to engage in discussions from time to time with other stockholders of the Issuer and other
relevant parties with respect to the Issuer. These discussions may include, without limitation, matters relating to the composition of the board of directors of the Issuer, its financial condition, business, assets, operations, capital structure,
strategic plans and one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
The Reporting
Persons issued a press release, dated January 23, 2015, relating to the 2015 Annual Meeting (the “Press Release”). A copy of the Press Release is filed herewith as Exhibit 1 and the Press Release is incorporated herein by reference.
Any descriptions herein of the Press Release are qualified in their entirety by reference to the Press Release filed herewith.
| Item 5. |
Interest in Securities of the Issuer. |
Items 5 (a), (b) and (c) of the Schedule 13D are
hereby amended and supplemented by adding the following information:
| (a) |
The Reporting Persons may be deemed to beneficially own an aggregate of 15,266,842 shares of Common Stock, which represents approximately 11.1% of the
136,420,023 shares of the Issuer’s Common Stock outstanding, on October 14, 2014, according to information provided in the Issuer’s public filings. The foregoing numbers have been adjusted to eliminate double counting of shares
beneficially owned by the Reporting Persons. The aggregate number of shares beneficially owned by the Reporting Persons includes 5,000 stock options, which are vested and exercisable, owned by Nathan Milikowsky. Nathan Milikowsky,
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8
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as a Trustee of The Rebecca and Nathan Milikowsky Family Foundation, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the
disposition of) the shares owned by The Rebecca and Nathan Milikowsky Foundation. Daniel Milikowsky, as a member of Daniel Milikowsky Family Holdings, LLC, may be deemed to have the shared power to vote or direct the vote of (and the shared power to
dispose or direct the disposition of) the shares beneficially owned by Daniel Milikowsky Family Holdings, LLC. Daniel Milikowsky, as President of The Daniel and Sharon Milikowsky Family Foundation, Inc., may be deemed to have the shared power to
vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares beneficially owned by The Daniel and Sharon Milikowsky Family Foundation, Inc. Daniel Milikowsky disclaims the beneficial ownership of all shares
beneficially owned by Nathan Milikowsky. Nathan Milikowsky disclaims beneficial ownership of shares held by his wife and Daniel Milikowsky. |
| (b) |
The amount and nature of the voting and investment power held by each of the Reporting Persons, is as follows: |
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Daniel
Milikowsky |
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Daniel
Milikowsky
Family
Holdings,
LLC |
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The Daniel
and Sharon
Milikowsky
Family
Foundation |
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Nathan
Milikowsky |
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The Rebecca and
Nathan
Milikowsky
Family
Foundation |
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NM GTI
Investments
LLC |
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| Sole power to vote or to direct the vote |
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2,494,892 |
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0 |
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0 |
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6,361,741 |
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|
0 |
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0 |
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| Shared power to vote or to direct the vote |
|
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6,262,849 |
|
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|
5,005,489 |
|
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|
1,257,360 |
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147,360 |
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147,360 |
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0 |
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| Sole power to dispose or to direct the disposition |
|
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2,494,892 |
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0 |
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0 |
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6,361,741 |
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0 |
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0 |
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| Shared power to dispose or to direct the disposition |
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6,262,849 |
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5,005,489 |
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1,257,360 |
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147,360 |
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147,360 |
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0 |
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| (c) |
On December 30, 2014, Nathan Milikowsky donated 60,000 shares of Common Stock to the Rebecca and Nathan Milikowsky Family Foundation. |
| Item 7. |
Material to be Filed as Exhibits. |
Exhibit 1 - Press Release
9
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: January 23, 2015
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/s/ Daniel Milikowsky |
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Daniel Milikowsky |
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/s/ Nathan Milikowsky |
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Nathan Milikowsky |
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NM GTI Investments LLC |
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/s/ Nathan Milikowsky |
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By: |
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Nathan Milikowsky |
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Title: |
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Member |
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The Rebecca and Nathan Milikowsky Family Foundation |
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/s/ Nathan Milikowsky |
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By: |
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Nathan Milikowsky |
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Title: |
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Trustee |
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Daniel Milikowsky Family Holdings, LLC |
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/s/ Daniel Milikowsky |
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By: |
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Daniel Milikowsky |
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Title: |
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Investment Manager |
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The Daniel and Sharon Milikowsky Family Foundation, Inc. |
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/s/ Daniel Milikowsky |
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By: |
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Daniel Milikowsky |
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Title: |
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President |
Exhibit 1
“SAVE GRAFTECH” GROUP NOMINATES FULL SLATE OF SEVEN DIRECTORS TO GRAFTECH BOARD
NEW YORK, January 23, 2015 – Save GrafTech, an investor group led by Nathan Milikowsky, a holder of over 15 million shares, or over
11.2%, of the common stock of GrafTech International Ltd. (NYSE: GTI), today sent a letter to the GrafTech Board of Directors disclosing that it has submitted a notice to nominate a full slate of seven candidates for election to the Board at the
2015 Annual Meeting.
GrafTech shareholders overwhelmingly supported the Save GrafTech nominees by an average margin greater than three-to-one at the 2014
Annual Meeting, electing the entire slate of three independent director nominees to the Board: Karen Finerman, David Jardini and Nathan Milikowsky.
In
the letter, Save GrafTech details the continued strategic and operational missteps that have contributed to the Company’s downward spiral and identifies four additional independent director nominees who are qualified to oversee the necessary
wholesale restructuring of the Company.
Included below is the full text of the letter to GrafTech’s Board of Directors:
January 23, 2015
Via EMail and Fed Ex
GrafTech Board of Directors
c/o Mr. Randy Carson
Chairman
GrafTech International Holdings
12900 Snow Road
Parma, Ohio 44130
Dear Fellow Directors:
As you know, at the 2014 Annual
Meeting, David Jardini, Karen Finerman and I – the entire “Save GrafTech” slate – were elected to the GrafTech Board of Directors by an overwhelming majority of shareholder votes – with a clear mandate to address the
strategic, operational and governance issues hurting the company’s performance and stock price. We fully expected to work collaboratively and constructively with the four other directors and implement substantial changes to improve operational
efficiency, reduce corporate bureaucracy and drive shareholder returns. Unfortunately, our efforts have been met with continued resistance by an entrenched majority that prefers change at a glacial pace rather than expeditiously focusing on the
significant operational restructuring required to address the pervasive issues that continue to damage the company.
We are disappointed that since
becoming CEO in January 2014, Joel Hawthorne has proved incapable of addressing the serious challenges currently facing GrafTech. During his tenure, management has generally failed to meet its own forecasts, the business has suffered quarterly net
losses and GrafTech has written off a $126 million investment in advanced graphite materials – all without any true accountability. GrafTech’s stock price has declined by over 60 percent in the past year alone while the
demand for graphite electrodes has actually increased over that same period. Mr. Hawthorne’s failures have been tolerated by a four-person majority of the Board that is unwilling
to hold management accountable for the company’s continuing underperformance, and has provided stonewalling resistance to the Save GrafTech slate of directors.
Accordingly, I have been left with no reasonable choice but to nominate a full slate of seven directors for election at GrafTech’s 2015 Annual Meeting.
The four new independent directors I am proposing, along with the three incumbent “Save GrafTech” directors, have the industry, financial and restructuring expertise to lead a wholesale turnaround of the company over the next few years
and, importantly, are willing to make the tough decisions to benefit all shareholders.
If elected, these nominees would take decisive action to install a
first-class management team at GrafTech, including replacing Joel Hawthorne immediately with a qualified successor. I am open to discussing potential interim CEO candidates with both my fellow directors and shareholders. So long as the individual
chosen has an in-depth knowledge of the steel industry and the experience necessary to restructure GrafTech’s operations, it makes no difference if the interim CEO is selected from our slate or from outside the company.
As a significant creditor of GrafTech and GrafTech’s largest individual shareholder, I am deeply concerned about the long-term success of the company and
will do everything in my power to ensure it succeeds. In that context, I recently sent a letter to the Board stating my willingness to consider a partial refinancing of the $200 million of notes that come due in November, which I own together with
my immediate family and individuals with whom I am closely affiliated. My willingness to consummate a refinancing on substantially better terms than otherwise available in the public market would clearly help GrafTech increase shareholder value and
improve its financial position.
I would, of course, need to be comfortable with the direction and composition of GrafTech’s Board and management
team before extending such a substantial investment in the company. After all, the value of my existing investment has deteriorated significantly; when I sold my companies to GrafTech in 2010, its shares were trading at $19.601 per share, more than four times the current share price. Despite this attractive refinancing proposal, the four-person majority of the Board has not accepted my overture to date.
The company’s downward spiral continues, and it is clear that GrafTech will not regain its prior market share or the trust of its shareholders and
customers by continuing down the same path. At this point, it is essential to replace GrafTech’s four stonewalling directors with strong independent directors who have a shareholder orientation, deep steel industry and restructuring experience,
and a firm commitment to improving GrafTech’s operating performance and corporate governance. The individuals I am nominating are among the strongest director candidates GrafTech has ever attracted, and I would be honored to work alongside them
on behalf of all GrafTech shareholders. Our goal is a strong GrafTech that can provide the returns shareholders deserve, the service and pricing customers demand and a working environment employees can be proud of.
| 1 |
Closing price of GTI on November 30, 2010 |
Biographies outlining the experience and qualifications of each of the seven proposed nominees follow:
Jake Brace
Frederic (Jake) F. Brace served as President
of Niko Resources Ltd., where he led the company’s restructuring and recapitalization efforts through 2014. Previously, Mr. Brace served as CFO of United Airlines where he oversaw its emergence from Chapter 11 bankruptcy. Mr. Brace
has over 30 years of executive and board level experience and is presently on the board of Anixter International and Corevest Financial. Previously, he served as a member of the board of a number of public companies, including: The Great
Atlantic & Pacific Tea Co., Bearing Point, SIRVA, Equant, Galileo International, and GetThere.com. Additionally, he served as Chief Administrative Officer and Chief Restructuring Officer of The Great Atlantic & Pacific Tea Company.
Mr. Brace earned his B.S. in Industrial Engineering from the University of Michigan and his M.B.A. from the University of Chicago with a specialization in finance.
Alan Carr
Alan Carr is currently the CEO of Drivetrain,
LLC and has nearly 20 years of experience in dealing with financially distressed companies. Mr. Carr previously worked as a corporate restructuring attorney at Skadden, Arps, Slate, Meagher & Flom LLP and as a Managing Director of
Strategic Value Partners. He currently holds directorships and management positions at several companies. Mr. Carr is a graduate of Tulane Law School and has a Bachelor of Arts in Economics and Sociology from Brandeis University.
Michael Christodolou
Michael N. Christodolou is Manager
of Inwood Capital Management, LLC, an investment management firm he founded in 2000. Mr. Christodolou has 30 years of investment and corporate governance experience with publicly traded companies. Since 1999, Mr. Christodolou has served as
a Director of Lindsay Corporation and as Chairman since 2003. In 2011 Mr. Christodolou joined the board of Quest Capital Group LLC. He has previously served as a Director and Audit Committee Chair of XTRA Corporation. Mr. Christodolou
earned a B.S. in Economics and an M.B.A. from the Wharton School of the University of Pennsylvania.
Karen Finerman
Ms. Finerman has served as a director of GrafTech since May 2014. Ms. Finerman is the CEO of Metropolitan Capital Advisors, a New York-based
investment management firm that she co-founded in 1992. She was previously the Lead Research Analyst for the Risk Arbitrage department at DLJ Securities Corp. Ms. Finerman is a permanent panelist on CNBC’s Fast Money. Ms. Finerman
received her B.S. in Economics from the Wharton School of the University of Pennsylvania.
David Jardini
Mr. Jardini has served as a director of GrafTech since May 2014. Mr. Jardini co-founded C/G Electrodes with Nathan Milikowsky in 2003 and served as
its President until it was sold to GrafTech in November 2010. He is currently Chairman of Black Diamond Investments, a diversified investment partnership focused on manufacturing and real estate development, President of American Gas Lamp Works LLC,
and Chairman of West Salisbury Foundry and Machine Company. Mr. Jardini has over 15 years of experience in the steel and graphite electrode businesses. Mr. Jardini holds a B.A. in Economics from Swarthmore College and a Masters and Ph.D in
History from Carnegie Mellon University.
Nathan Milikowsky
Mr. Milikowsky has served as a director of GrafTech since May 2014 and previously from late 2010 until March 2013. He previously served as President of
Seadrift Coke and Chairman and CEO of C/G Electrodes, which he formed in 2003, before selling these companies to GrafTech. In 2003, he led a group that purchased the closed St. Mary’s, PA plant of the bankrupt predecessor and restarted the
production of UHP graphite electrodes. Mr. Milikowsky has been involved in manufacturing and steel trading since 1969. Additionally, Mr. Milikowsky serves as Chairman of Premia Spine Ltd. Mr. Milikowsky is a graduate of Yale
University.
Fiona M. Scott Morton
Fiona M. Scott
Morton is a Professor of Economics at the Yale School of Management, where she has been on the faculty since 1999. Dr. Scott Morton was Deputy Assistant Attorney General for Economic Analysis with the Antitrust Division of the US Department of
Justice from May 2011 to December 2012. She has served as the Senior Associate Dean for Faculty Development at Yale’s School of Management. Dr. Scott Morton holds a B.A. from Yale and a Ph.D. from MIT.
Now, more than ever, there is an urgent need to save GrafTech. It is imperative that the current Board publicly schedule the 2015 Annual Meeting and let
shareholders decide which set of directors will best protect and increase the value of their investment in GrafTech.
Sincerely,
Nathan Milikowsky
Important Information
Nathan Milikowsky, Daniel Milikowsky, The Daniel Milikowsky Family Holdings, LLC, The Daniel and Sharon Milikowsky Family Foundation, Inc., and The Rebecca and
Nathan Milikowsky Family Foundation (collectively, “Save GrafTech”) intend to file with the Securities and Exchange Commission (the “SEC”) and begin distributing to the stockholders of GrafTech International, Ltd. (the
“Company”) a definitive proxy statement (the “Proxy Statement”) in connection with the Company’s 2015 annual meeting of stockholders. SAVE GRAFTECH STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE SAVE GRAFTECH PARTICIPANTS IN SUCH PROXY SOLICITATION. SAVE GRAFTECH’S PROXY STATEMENT, AS FILED, AND ANY FURTHER AMENDMENTS,
SUPPLEMENTS OR OTHER RELEVANT PROXY SOLICITATION DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT WWW.SEC.GOV, OR BY CONTACTING D.F. KING & CO., INC. BY TELEPHONE AT THE FOLLOWING NUMBERS: BANKS AND BROKERS CALL
COLLECT: (212) 269-5550 AND ALL OTHERS, INCLUDING SHAREHOLDERS, CALL TOLL-FREE: (800) 628-8532.
Media:
George Sard/Renée Soto/Jared Levy
Sard
Verbinnen & Co
(212) 687-8080