FORM 4 |
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION |
OMB APPROVAL |
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
OMB
Number: 3235-0287 Filed By |
1. Name and Address of Reporting Person* Layman, Harold E. |
2. Issuer Name and
Ticker or Trading Symbol |
6. Relationship of
Reporting Person(s)
|
||
(Last) (First) (Middle) c/o GrafTech International Ltd. |
3. I.R.S. Identification
Number
|
4. Statement for Month/Day/Year 3/18/2003 |
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(Street) Wilmington,, DE 19803 |
5. If Amendment, Date of Original (Month/Day/Year) 3/18/2003 |
7. Individual
or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person |
||
(City) (State) (Zip) |
Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security |
2. Trans- |
2A. Deemed |
3. Trans- |
4. Securities Acquired
(A) or Disposed of (D) |
5. Amount of |
6. Owner- |
7. Nature of Indirect
|
|||
Code |
V |
Amount |
(A) |
Price |
Reminder:
Report on a separate line for each class of securities beneficially owned
directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number |
FORM 4 (continued) |
Table II -
Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Derivative
Security |
2. Conver- |
3. Trans- |
3A. Deemed Execution Date, if any (Month/ Day/ Year) |
4. Trans- |
5. Number of Derivative
Securities Acquired (A) or Disposed of (D) |
6. Date Exercisable |
7. Title and Amount
of Underlying Securities |
8. Price of Derivative
Security |
9. Number of |
10. Owner- |
11. Nature of Indirect
Beneficial Ownership |
||||
Code |
V |
(A) |
(D) |
Date Exer-cisable |
Expira- |
Title |
Amount or Number
of |
||||||||
Time options (right to buy) | $2.83 |
3/18/03 |
|
A |
|
5,000 |
|
3/18/04(1) |
3/18/13 |
Common Stock |
5,000 |
$2.83 |
5,000 |
D |
|
Time options (right to buy) | $2.83 |
3/18/03 |
|
A |
|
10,135 |
|
3/18/04(2) |
3/18/13(3) |
Common Stock |
10,135 |
$2.83 |
10,135 |
D |
|
Explanation of Responses: (1) Such options shall vest so long as the reporting person is still a director on such date. |
By: /s/ Karen G. Narwold Karen G. Narwold, Attorney-in-fact for Harold E. Layman **Signature of Reporting Person |
March 24, 2003 Date |
**Intentional misstatements
or omissions of facts constitute Federal Criminal Violations. Note: File three
copies of this Form, one of which must be manually signed. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
|
POWER OF ATTORNEY The undersigned hereby: (i) constitutes and appoints the Chief Executive Officer, the President, the General Counsel, the Secretary, the Assistant Secretary, the Chief Financial Officer and the Treasurer, now or hereafter serving, of GrafTech International Ltd. (the "Company"), and each of them individually, with full power of substitution and resubstitution (collectively, the "Attorneys-in-Fact," and, individually, an "Attorney-in-Fact"), to be the undersigned's true and lawful representative, agent, proxy and attorney-in-fact, for him or her and in his or her name, place and stead, in any and all capacities, to: (a) prepare, act on, execute, acknowledge, publish (including website posting) and deliver to and file with the Securities and Exchange Commission, any and all national securities exchanges and the Company the following Forms with respect to securities of the Company, including those which are or may be deemed to be beneficially owned or held by the undersigned: (1) Forms 3, 4 and 5 (including any and all amendments thereto) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder; and (2) Form 144 (including any and all amendments thereto) under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations thereunder; and (b) request and obtain from any and all third parties, including brokers, employee benefit plan administrators and trustees, any and all information with respect to ownership and holding of and transactions in securities of the Company and to use and disclose such information, in each case as necessary, appropriate, convenient or expedient in connection with the foregoing; and (ii) authorizes any and all such third parties to provide and disclose such information to any and all of the Attorneys-in-Fact or their agents; (iii) grants to any and all of the Attorneys-in-Fact the full right, power and authority to do any and all such things and take any and all such actions which may be necessary, convenient, expedient or appropriate in connection with the foregoing; and (iv) approves, ratifies and confirms all that any and all of the Attorneys-in-Fact may lawfully do or cause to be done by virtue hereof. The undersigned hereby agrees: (i) that any and all of the Attorneys-in-Fact may rely on information provided or disclosed orally or in writing by or on behalf of the undersigned or such third parties without independent verification thereof; (ii) to indemnify and hold harmless the Company and the Attorneys-in-Fact against any and all losses, claims, proceedings, damages and liabilities that arise out of or are based upon any actual or alleged omission or misstatement of facts in such information; (iii) to reimburse the Company and the Attorneys-in-Fact for any and all legal or other expenses reasonably incurred in connection with investigating, mitigating, responding to or defending against any such loss, claim, proceeding, damage or liability (including providing documents and testimony); and (iv) that neither the Company nor any of the Attorneys-in-Fact assumes (a) any responsibility for the compliance by the undersigned with the requirements of the Acts mentioned above or the rules or regulations thereunder, (ii) any liability for any failure to comply with such requirements or (iii) any liability for profit disgorgement or other losses, damages or penalties due to any violation of the Acts mentioned above or the rules or regulations thereunder. The validity of this Power of Attorney shall not be affected in any manner by reason of (i) the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein or (ii) the death, disability or incompetence of the undersigned. This Power of Attorney shall remain in effect as long as the undersigned remains subject to Section 16 of the Exchange Act with respect to the Company unless it is revoked as described in the next sentence. This Power of Attorney may be revoked only by written notice to each Attorney-in-Fact, delivered by registered mail or certified mail, return receipt requested. No such revocation shall be effective as to any Attorney-in-Fact until such notice of revocation shall have been actually received and read by him or her. All third parties may deal with each Attorney-in-Fact as if such Attorney-in-Fact was the undersigned, without undertaking or having any duty to undertake any investigation as to whether this Power of Attorney has been revoked or otherwise becomes invalid. The undersigned acknowledges that it is his or her responsibility to pre-clear with the General Counsel all proposed transactions in securities of the Company and that this Power of Attorney does not relieve the undersigned from any responsibility for compliance with the obligations of the undersigned under the Exchange Act, including the reporting requirements under Section 16 of the Exchange Act. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 10th day of March, 2003. Signature: /s/ Harold E. Layman ______________________________ Print Name: Harold E. Layman ______________________________