Prospectus Supplement No. 3 dated July 1, 2004
(To Prospectus dated May 7, 2004) |
|
Filed pursuant to Rule 424(b)(3)
Registration No. 333-114652 |
GrafTech International
Ltd.
1 5/8% Convertible Senior Debentures
and
Common Stock Issuable Upon Conversion of the Debentures
The
prospectus dated May 7, 2004, relating to the resale by certain holders of up to
$225,000,000 aggregate principal amount of our 1 5/8% Convertible Senior Debentures and
shares of our common stock issuable upon conversion thereof, is hereby supplemented to
include additional security holders, or update information on security holders previously
listed, in the table set forth under “Selling Security Holders” beginning on
page 33 of the prospectus. Such table is also hereby amended to delete Microsoft
Corporation and Qwest Occupational Health Trust as selling security holders in the
prospectus, along with the Debentures and shares of our common stock previously listed
therewith.
|
Securities Beneficially Owned
and Offered Hereby(a)(b)
|
Percentage of
Outstanding Securities
|
Name
|
Principal
Amount of
Debentures(j)
|
Shares of
Common Stock(c)
|
Principal
Amount of
Debentures(d)
|
Shares of
Common Stock(e)
|
| Alexandra Global Master Fund Ltd |
|
|
$ |
5,000,000 |
|
|
301,568 |
|
|
2.22% |
|
|
|
|
| |
| |
| |
| |
| |
| Credit Suisse First Boston LLC(n) |
|
|
|
10,000,000 |
|
|
603,136 |
|
|
4.44% |
|
|
* |
|
| |
| |
| |
| |
| |
| ING Convertible Fund |
|
|
|
3,000,000 |
|
|
180,941 |
|
|
1.33% |
|
|
* |
|
| |
| |
| |
| |
| |
| ING VP Convertible Portfolio |
|
|
|
70,000 |
|
|
4,222 |
|
|
* |
|
|
* |
|
| |
| |
| |
| |
| |
| J.P. Morgan Securities Inc.(f)(l)(o) |
|
|
|
9,173,000 |
|
|
553,257 |
|
|
4.08% |
|
|
* |
|
| |
| |
| |
| |
| |
| Teachers Insurance and Annuity Association of America |
|
|
|
7,500,000 |
|
|
452,352 |
|
|
3.33% |
|
|
* |
|
| |
| |
| |
| |
| |
| |
(a) |
Since the selling security holders may offer all or some of their Debentures or
shares of our common stock issued upon conversion thereof pursuant to the
prospectus (as supplemented), we have assumed for purposes of this table that
the selling security holders will sell all of their Debentures and shares of our
common stock issued upon conversion thereof pursuant to the prospectus (as
supplemented). |
| |
(b) |
Each selling security holder has informed us that it does not beneficially own
any Debentures or shares of our common stock other than those listed in this
table. We have also assumed, for purposes of this table, that transferees,
pledges, donees or successors of each such holder will not beneficially own any
Debentures or shares of our common stock other than those listed in this table. |
| |
(c) |
Assumes conversion of all of the selling security holder’s Debentures at an
initial conversion rate of 60.3136 shares of our common stock per $1,000
principal amount of Debentures. This conversion rate is subject to adjustment as
described under “Description of Debentures—Conversion Rate
Adjustments” in the prospectus. As a result, the number of shares of our
common stock issuable upon conversion may increase or decrease in the future.
Fractional shares will not be issued upon conversion. Payment of cash will be
made instead of issuance of fractional shares, if any. |
| |
(d) |
Based on $225,000,000 aggregate principal amount of Debentures outstanding as of
April 19, 2004. |
| |
(e) |
Based on 97,744,329 shares of our common stock outstanding as of March 31, 2004.
In calculating this percentage for a particular holder, we treated as
outstanding the number of shares of our common stock issuable upon conversion of
that particular holder’s Debentures, and did not assume conversion of any
other holder’s Debentures. In calculating the total percentage, we treated
as outstanding the number of shares of our common stock issuable upon conversion
of the aggregate principal amount of Debentures outstanding as of April 19,
2004. |
| |
(f) |
This selling security holder has informed us that it is a broker-dealer. |
| |
(j) |
The total principal amount of Debentures held by selling security holders listed
in the prospectus and this prospectus supplement is more than $225,000,000
because certain of the selling security holders may have transferred Debentures
pursuant to Rule 144A or otherwise reduced their position prior to selling their
Debentures under the prospectus (as |
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| |
|
supplemented). The maximum principal amount
of Debentures that may be sold under this prospectus will not exceed
$225,000,000. |
| |
(l) |
J.P. Morgan Securities Inc. was an initial purchaser in our private offering of
the Debentures in January 2004 and in our private offerings of the Senior Notes
in February and May 2002. J.P. Morgan Securities Inc. was also an underwriter in
our public offerings of common stock in July 2001 and October 2003. |
| |
(n) |
Credit Suisse First Boston Corporation, an affiliate of Credit Suisse First
Boston LLC, was an initial purchaser in our private offerings of the Senior
Notes in February and May 2002. Credit Suisse First Boston Corporation was also
an underwriter in our public offering of common stock in July 2001. |
| |
(o) |
Includes
$7,463,000 aggregate principal amount of Debentures previously included in this
table. |
S3-2