UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

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).

(1)   Excludes 760,760 shares held by an entity beneficially owned by Nathan Milikowsky’s wife.

EXPLANATORY NOTE

This Amendment No. 6 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. 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. 6 and not otherwise defined herein have the meanings given to them in the Schedule 13D.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information immediately after the last paragraph thereof:

As part of the Reporting Person’s continuing discussions or communications with the Issuer’s management and board of directors relating to the Issuer’s upcoming annual meeting, Mr. Nathan Milikowsky and Mr. Joel Hawthorne, CEO of the Issuer, have recently exchanged a series of letters: a letter from Joel Hawthorne to Nathan Milikowsky dated March 16, 2014; a letter from Nathan Milikowsky to Joel Hawthorne dated March 18, 2014; a letter from Joel Hawthorne to Nathan Milikowsky dated March 19, 2014; and a letter from Nathan Milikowsky to Joel Hawthorne dated March 21, 2014 (each a “Letter” and collectively, the “Letters”). A copy of each of the Letters is filed herewith as Exhibit 1 and each Letter is incorporated herein by reference. Any descriptions herein of the Letters are qualified in their entirety by reference to the Letters filed herewith.

The Reporting Person issued a press release, dated March 20, 2014, relating to the Issuer’s upcoming annual meeting (the “Press Release”). A copy of the Press Release is filed herewith as Exhibit 2 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.

On March 3, 2014, Mr. Stephen Fraidin of Kirkland and Ellis LLP, counsel to Mr. Nathan Milikowsky, sent a letter to Mr. John D. Moran, Vice President, General Counsel and Secretary of the Issuer, requesting that the Issuer use a universal proxy in connection with its upcoming annual meeting (the “Universal Proxy Request”). A copy of the Universal Proxy Request is filed herewith as Exhibit 3 and the Universal Proxy Request is incorporated herein by reference. Any descriptions herein of the Universal Proxy Request are qualified in their entirety by reference to the Universal Proxy Request filed herewith.

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.

Exhibit 1

Nathan,

I’m glad we had a chance to catch up Friday and continue our open and frank dialogue on the strategy and direction of the Company. I appreciate that we can communicate openly, and I am hopeful that we can find a mutually agreeable path to resolution, as I believe this is in the best interest of all stockholders.

Outlined below is a summary of my settlement proposal we discussed in the meeting.

I’d also like to reiterate one other topic I raised in the meeting – I would be happy to meet with you on a quarterly basis like we do with all stockholders, to discuss business progress and strategy.

If my summary is agreeable to you, there would be a number of details to be worked out and of course on any final terms of any settlement, I would need to review and have the approval of the GrafTech Board of Directors.

I look forward to continuing our dialogue and working together to resolve this in an quick manner. I will call you Tuesday morning, to see if you have any follow-up questions and confirm a time for our next meeting on Thursday. In the meantime, please do not hesitate to reach out.

Best regards,

Joel L. Hawthorne

 

 

 

March 18, 2014

 

Via Email and FedEx

 

Joel Hawthorne

President and Chief Executive Officer
GrafTech International
12900 Snow Road
Parma, Ohio 44130

 

Re:  Response to Proposal

 

Joel:

 

Thank you for meeting with me on Friday. I appreciate you taking the time to meet and have enjoyed getting to know you better. We have carefully reviewed the proposal that you outlined at our meeting and in your March 16, 2014 letter and have seriously considered it.

 

You should know that I sincerely believe that the best course of action for GrafTech and you as a new Chief Executive Officer would be to replace five of the incumbent directors with the Save GrafTech slate, which includes experienced professionals who are deeply knowledgeable about the industry, who are corporate governance experts, who are wholly independent, and who are free from any historical issues. The slate also includes the single largest non-institutional stockholder of the Company. I have a suggested compromise, the terms of which are outlined below. On balance, resolving the composition of the Board promptly is in the interest of GrafTech’s stockholders and other constituents of the Company because the new Board, if it is constituted as I have proposed below, should be able to immediately assist you as you lead GrafTech out of the difficulties that are the result of prior poor management and insufficient oversight by the incumbent Board.

 

I am sure you will note that my proposal would establish a nine-member board, of which a majority of five would be incumbent directors. If GrafTech agrees to my proposal, it will demonstrate the commitment of that majority to move forward in a manner more consistent with the Save GrafTech program. A rejection of my proposal will, unfortunately, reflect the support of the Board for simply more of the same.

 

I propose the following:

 

1.

Save GrafTech shares your high opinion of David Jardini and Karen Finerman, and they appreciate your kind words about them. Accordingly, we agree that they each should have a seat on the Board.

	2.	We believe my industry experience and the fact that I am the largest non-institutional stockholder of the Company, holding over 11% of the Company’s stock, are both important factors and that I also should be on the Board.
	3.	In addition, I propose that the Company select a fourth director from Save GrafTech’s currently proposed slate. We would be willing to have the Company’s nominating and governance committee interview our candidates before the selection is made.
	4.	Mary Cranston and Craig Shular would promptly resign from the Board.
	5.	The newly constituted Board would select the new chairperson.
	6.	If the foregoing is accepted, then the changes to the board should be implemented as soon as all the details are concluded. Further, I would commit to support the newly constituted board for election at the forthcoming 2014 annual meeting of stockholders.

 

I agree with you that there are a number of details that will need to be worked out to implement a resolution of this situation. I am confident that we will be able to accomplish that promptly. I know that you will share this proposal with the Board and I look forward to the Board’s prompt response and to continuing our constructive dialogue.

 

	Best Regards,
	Nathan Milikowsky

2

---

 

	12900 Snow Road • Parma, Ohio 44130
Joel Hawthorne	Tel: 216.676.2340
President and CEO	Fax: 216.676.2526
	joel.hawthorne@graftech.com

 

March 19, 2014

 

Nathan Milikowsky

822 Boylston Street, Suite 106

Chestnut Hill, MA 02467

 

Re:     Response to Proposal

 

Nathan:

 

Great talking with you tonight. As I promised, I am forwarding a summary of what I proposed on the phone in response to our conversation and your letter from yesterday. You and I agree that a proxy contest could have considerable costs and distractions and that our stockholders would prefer that we find a reasonable and sustainable resolution.

 

I’d like to say that I value the time that we have spent together discussing the Company and its business. I appreciate that you and I are aligned with the key elements of the strategy that the Company has been and continues to pursue, including reducing SG&A, running Seadrift full, and maximizing profitability from our graphite electrode platform. As the new CEO, I am completely focused on executing the strategy to drive for growth and value creation for all stockholders.

 

As I have expressed previously, I have a much different view of our current Board than you do. I believe that our directors have the independence, industry knowledge, relevant experience, and commitment to acting in the best interests of all stockholders necessary to support me as the new CEO.

 

Having listened to and considered your concerns and goals, I would like to draw upon the key elements of your most recent proposal to offer a resolution that I believe benefits all GrafTech stockholders. I propose the following:

 

1.

We are open and willing to add four new independent members to the Board. We believe that the best mix of additional members would consist of the two agreed upon candidates from your slate (David Jardini and Karen Finerman) and two independent and highly qualified candidates that the Nominating and Governance Committee has selected from a list of about 50 prospects. Should you agree with this approach, I can present the candidates to you when we meet tomorrow.

Nathan Milikowsky

March 19, 2014

Page 2 of 2

 

2.

As we have agreed, and I believe our other stockholders would agree, a proxy contest presents many costs and distractions. To avoid another proxy contest at next year’s Annual Meeting, I propose that the Company and the Milikowsky Group enter into an agreement through and including the 2015 Annual Meeting to address this issue. This will allow me to remain 100% focused on the execution of the strategy that we continue to implement.

 

As previously communicated, I would be happy to meet with you on a quarterly basis, to discuss business progress and strategy. This would afford you the opportunity to share your insights with me directly.

 

If this summary proposal is agreeable to you, there would be a number of details to be worked out and, of course, on any final terms of a settlement, I would need to review and have the approval of the GrafTech Board of Directors.

 

I look forward to seeing you tomorrow to continue our dialogue and work together to resolve this in a timely manner. In the meantime, please do not hesitate to reach out.

 

	Best regards,
	Joel L. Hawthorne

---

 

 

March 21, 2014

 

Via Email and FedEx

 

Joel Hawthorne

President and Chief Executive Officer
GrafTech International
12900 Snow Road
Parma, Ohio 44130

 

Re: Settlement Proposal

 

Joel:

 

Unfortunately, while I believed that you and I were engaged in good faith negotiations in a mutual effort to avert a proxy contest, it is now obvious that the current Board of GrafTech was cynically using you in an elaborate PR exercise. Because of my high regard for you, I am disappointed that you permitted the Board to use you in this way.

 

Why do I believe that GrafTech was not negotiating in good faith? First, while my proposal involved permitting incumbent directors to remain in control, the current Board refused to propose that even one incumbent would leave the Board. Second, while the current Board indeed made two proposals, its second proposal was materially less favorable to shareholders than the first. Third, I was asked to accept two new directors as part of a settlement, but you flatly refused to give me their names until AFTER I accepted the offer. All this while you knew that their names would be disclosed merely minutes after our last settlement discussion, pursuant to a wilfully materially misleading press release that obviously had already been drafted. So, it is clear to me that the current Board is concerned about only one thing – remaining in office.

 

We agree that GrafTech’s Board would certainly benefit from the addition of new independent directors – which is precisely what Save GrafTech is proposing. To be clear, now that you have disclosed the names of your two additional nominees unilaterally selected by the current Board, we are able to evaluate them and will do so with an open mind. However, I am troubled that your Board remains completely opposed to replacing even a single incumbent director, despite what I believe are clear performance and corporate governance issues that the incumbent directors have overseen during the last many years. Contrary to the assertion you made when we met that settlements generally do not involve incumbent directors stepping down, I am informed by my advisors that one or more incumbents were replaced in 65% of the settlements in 2013 and 2014 in which a shareholder obtained Board representation.¹ I hope you have not been misled by your advisors.

 

 

 

1

According to data from Factset Research Systems one or more incumbent directors have agreed to step down in 27 of the 41 situations in which a shareholder obtained Board representation through a negotiated settlement since January 1, 2013.

The Save GrafTech nominees remain supportive of your efforts to improve operations and create shareholder value, and the settlement proposal that I presented to you on March 18, 2014 was reasonable and constructive. It called for a GrafTech Board with five incumbent directors and four Save GrafTech nominees – a minority of the Board, despite the performance of the current Board. All of the Save GrafTech nominees are independent, highly experienced and committed to identifying and implementing value-creating initiatives for the benefit of all GrafTech shareholders. The new Board would include: David Jardini and Karen Finerman, both of whom you agreed have relevant experience that would complement the existing Board; a Save GrafTech nominee to be selected by the Nominating and Governance Committee; and me – GrafTech’s largest non-institutional shareholder. My proposal also called for incumbent directors Mary Cranston and Craig Shular to resign (and we note that Craig Shular is already scheduled to step down from the current Board at year end). This compromise would give the incumbent directors majority control of a nine-member Board, and that Board would then appoint a new Chairman.

 

While I continue to strongly believe that replacing a majority of the incumbent directors is preferable for all of GrafTech shareholders compared to minority Board representation for Save GrafTech – and would signal a clear new direction – we remain interested in reaching a compromise that would enable the Board to implement the strategic initiatives and organizational changes necessary to unlock and protect value for all shareholders. If the current Board agrees to our proposal, I would support the slate of nominees at the forthcoming Annual Meeting, but I will not agree to your unreasonable demand for a two-year standstill.

 

Despite this unfortunate setback, I hope that we can still move forward to reach a resolution and avoid a proxy contest at this year’s Annual Meeting. To that end, I look forward to hearing back from you and continuing our discussions.

 

Best Regards,

 

 

Nathan Milikowsky

2

Exhibit 2

“SAVE GRAFTECH” INVESTOR GROUP CONFIRMS WILLINGNESS

TO REACH REASONABLE COMPROMISE WITH GRAFTECH BOARD

NEW YORK, March 20, 2014 – Save GrafTech, an investor group led by Nathan Milikowsky, a former director of GrafTech International Ltd. (NYSE: GTI) and owner of over 11.2% of the Company’s common stock, today confirmed it has been engaging in discussions with the Company regarding a potential settlement that would avoid a contested election at the 2014 Annual Meeting of Shareholders. GrafTech rejected a settlement proposal from “Save GrafTech” that would have given the investor group minority representation on a nine-member Board.

Mr. Milikowsky stated, “We were surprised and disappointed that GrafTech would issue a press release just hours after we had concluded a meeting and were expecting to continue private discussions. It is unfortunate that GrafTech would go public while we were still negotiating a potential resolution in good faith, but we remain open to continuing our dialogue.”

In January 2014, the investor group nominated five highly qualified candidates for election to GrafTech’s seven-member Board. The “Save GrafTech” nominees – Karen Finerman, David Jardini, Nathan Milikowsky, Frank Riddick and Carroll Wetzel – have the relevant industry experience and skills necessary to address the continuing strategic, operational and governance issues that we believe have led to significant and prolonged shareholder value destruction. Over the past 10 years, GrafTech has produced a total shareholder return of negative 15.1%

At a meeting with Nathan Milikowsky on March 16, 2014, Joel Hawthorne, GrafTech’s newly appointed Chief Executive Officer, presented a settlement proposal to Mr. Milikowsky in which GrafTech would agree to add only Karen Finerman and David Jardini to the GrafTech Board in exchange for an agreement by the investor group to support the Company’s Board nominees in the next two director elections.

Nathan Milikowsky responded to this settlement offer on March 18, 2014 with a compromise under which (i) five incumbent directors would continue on the Board, (ii) four of the Save GrafTech nominees, including Mr. Milikowsky, GrafTech’s largest non-institutional shareholder, would join the Board, (iii) Chairman Craig Shular and Lead Director Mary Cranston would step down, (iv) the newly constituted Board would elect a new Chairman, and (v) the investor group would agree to a standstill for 2014.

Mr. Milikowsky stated, “We believe it is critical to refresh GrafTech’s Board with highly qualified, independent nominees who can bring relevant experience and new perspectives to effect real change at the Company. As a newly appointed CEO, we believe Mr. Hawthorne deserves the oversight of experienced directors who understand the graphite electrode business. While we strongly believe that replacing a majority of the incumbent directors is the best course of action, we attempted to reach a compromise for minority representation that would enable the Board to implement the strategic initiatives and organizational changes necessary to unlock and protect value for all shareholders.”

On March 19, 2014, Mr. Hawthorne presented a counterproposal to Mr. Milikowsky under which (i) Save GrafTech nominees David Jardini and Karen Finerman would join the Board, (ii) two independent nominees selected by GrafTech’s Nominating and Governance Committee would be added to the Board, (iii) GrafTech’s Board would increase to 11 directors, and (iv) the investor group would agree to support the Company’s Board nominees in the next two director elections.

Mr. Milikowsky added, “I thought our discussions were moving forward constructively and was hopeful the GrafTech Board would be willing to agree to a reasonable compromise to avoid a proxy contest. Unfortunately, the Company’s latest proposal is a step backward from its initial proposal because it offers us only two of eleven Board seats instead of two of nine. I can only interpret it as an indication of the current GrafTech Board’s entrenchment.”

Media:

George Sard/Renée Soto/Jared Levy

Sard Verbinnen & Co

(212) 687-8080

Exhibit 3

March 3, 2014

John D. Moran
Vice President, General Counsel &
Secretary
GrafTech International, Ltd.
12900 Snow Road
Parma, Ohio 44130

Dear Mr. Moran:

On January 23, 2014, Mr. Nathan Milikowsky delivered a notice of nomination (the “Notice of Nomination”) to you nominating five individuals for election as directors of GrafTech International, Ltd. (the “Company”) at the Company’s 2014 annual meeting of stockholders (the “Annual Meeting”). I am writing today, on Mr. Nathan Milikowsky’s behalf, to request that the Company allow its stockholders to vote for the five nominees set forth on the Notice of Nomination, without disenfranchising such stockholders with respect to other nominees proposed by the Company’s existing board of directors and other stockholders, as applicable, by using a universal proxy in connection with the Annual Meeting.

This election provides the Company with an opportunity to provide its stockholders with greater stockholder enfranchisement. Unlike a traditional proxy, a universal proxy lists both the company’s and stockholder’s nominees on a single proxy card. This provides a substantial benefit to stockholders who may want to vote for certain members from each set of nominees. Universal proxies can eliminate the confusion and reduce the costs inherent in an election involving multiple proxy cards with each only containing a segment of the nominees. By contrast, maintaining a traditional proxy will make it procedurally difficult for the Company’s stockholders to elect the board of directors they desire. You have the power to act, and should act, by implementing a universal proxy for the Annual Meeting.

A director election is an opportunity for stockholders to monitor corporate behavior by either renewing the existing board of director’s mandate or replacing certain directors they deem

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March 3, 2014
Page 2

to be underperforming. A universal proxy does not change this. If the stockholders are satisfied with the current directors, they can still vote for all of the incumbent directors on a universal proxy card.

Corporations sometimes assert that stockholders will be confused by a single proxy card listing all of the potential nominees. This is not an issue. The qualifications of all of the candidates will be fully vetted by stockholders. You should put faith in the Company’s stockholders, who are entirely capable of assessing the qualifications and background of each candidate and, ultimately, making their own choice with respect to the nominees best suited to increase stockholder value.

I recognize that under these circumstances this kind of request is often greeted with skepticism and a belief that one party is seeking a tactical advantage. Understandably, the request is then rejected so as to not provide such an advantage to the other party. I believe there is no tactical advantage to either party in this matter. Save GrafTech’s chances of victory will not be enhanced by a universal proxy; I encourage you to discuss this issue with your proxy solicitation firm. I am confident it will agree with me. This request is being made not to gain an advantage but to help GrafTech stockholders and to improve corporate governance. If you wish to discuss this, please feel free to contact me.

Mr. Nathan Milikowsky assures me that he will support a universal proxy card for the upcoming Annual Meeting. I now seek the same from you. In the alternative, I ask that you consider allowing the current board of directors’ nominees to be named on Mr. Nathan Milikowsky and his affiliates’ Blue proxy card. In each case, stockholders will have the opportunity to choose the best nominees for election to the board of directors of the Company. I urge you to carefully consider this proposal and do the right thing for the Company’s stockholders.

	Very truly yours,
	Stephen Fraidin