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(1)	Estimated in accordance with Rule 457(f) under the Securities Act of 1933, as amended (the “Securities Act”), solely for purposes of calculating the registration fee.

(2)	Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is payable with respect to the guarantees.

(3)	Such amount represents the principal amount of the exchange notes to be exchanged hereunder.

(1)	Address, including zip code, and telephone number, including area code, of each Additional Registrant Guarantor’s Principal Executive Offices is 12900 Snow Road, Parma, Ohio 44130, (216) 676-2000.

(2)	Name, address, including zip code, and telephone number, including area code, of each Additional Registrant Guarantor’s Agent for Service is John D. Moran, Esq., 12900 Snow Road, Parma, Ohio 44130, (216) 676-2000.

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•	This exchange offer will expire at 5:00 p.m., New York City time, on [_________], 2013, unless extended (the “expiration date”).

•	The exchange offer is subject to certain customary conditions that we may waive.

•	All Original Notes that are validly tendered, and not validly withdrawn, will be exchanged. You should carefully review the procedures for tendering Original Notes beginning on page 38 of this prospectus.

•	You may validly withdraw tenders of Original Notes at any time before the expiration of this exchange offer.

•	If you fail to tender your Original Notes, you will continue to hold unregistered, restricted securities, and your ability to transfer them could be adversely affected.

•	The exchange of Original Notes for Exchange Notes will not be a taxable event for United States federal income tax purposes.

•	Original Notes may be exchanged for Exchange Notes only in minimum denominations of $2,000 and integral multiples of $1,000.

•	We will not receive any proceeds from this exchange offer.

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•	No public trading market currently exists for the Exchange Notes. The Exchange Notes will not be listed on any national securities exchange and, therefore, an active public trading market is not anticipated.

•	The Exchange Notes will be issued under the same indenture as the Original Notes.

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•	the possibility that additions to capacity for producing EAF steel (as defined below), increases in overall EAF steel production capacity and increases or other changes in steel production may not occur or may not occur at the rates that we anticipate or may not be as geographically disbursed as we anticipate;

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the possibility that increases or decreases in graphite electrode manufacturing capacity (including growth by producers in developing countries), competitive pressures (including changes in, and the mix, distribution and pricing of, their products), reduction in specific consumption rates, increases or decreases in customer inventory levels, or other changes in the graphite electrode markets may occur, which may impact demand for, prices or unit and dollar volume sales of graphite electrodes and growth or profitability of our graphite electrodes business;

•	the possible failure of changes in EAF steel production or graphite electrode production to result in stable or increased, or offset decreases in, graphite electrode demand, prices or sales volume;

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the possibility that a determination that we have failed to comply with one or more export controls or trade sanctions to which we are subject with respect to products or technology exported from the United States or other jurisdictions or the denial of export privileges to which our subsidiary, Fiber Materials Inc. (which we acquired in 2011), is subject could result in civil or criminal penalties, including imposition of significant fines, denial of export privileges and loss of revenues from certain customers;

•	the possibility that, for all of our product lines, capital improvement and expansion in our customers’ operations and increases in demand for their products may not occur or may not occur at the rates that we anticipate or the demand for their products may decline, which may affect their demand for the products we sell or supply to them;

•	the possibility that continued global consolidation of the world’s largest steel producers could impact our business or industry;

•	the possibility that average graphite electrode revenue per metric ton in the future may be different than current spot or market prices due to changes in product mix, changes in currency exchange rates, changes in competitive market conditions or other factors;

•	the possibility that price increases, adjustments or surcharges may not be realized or that price decreases may occur;

•	the possibility that current challenging economic conditions and economic demand reduction may continue to impact our revenues and costs;

•	the possibility that the current debt crisis in certain European countries could cause the value of the euro to deteriorate, reducing the purchasing power of European customers;

•	the possibility that continuing uncertainty over U.S. fiscal policy may adversely affect global economic activity and the demand for our products;

•	the possibility that the European debt crisis could contribute to further instability in global credit markets and reduce demand for our products;

•	the possibility that potential future cuts in defense spending by the United States government as a part of efforts to reduce federal budget deficits could reduce demand for certain of our products and revenue;

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•	the possibility that decreases in prices for energy and raw materials may lead to downward pressure on prices for our products and delays in customer orders for our products as customers anticipate possible future lower prices;

•	the possibility that (i) increases in prices for our raw materials (and the magnitude of such increases), (ii) global events that influence energy pricing and availability and (iii) increases in our energy needs or other developments may adversely impact or offset our productivity and cost containment initiatives;

•	the possibility that current economic disruptions may result in idling or permanent closing of blast furnace capacity or delay blast furnace capacity additions or replacements which may affect demand and prices for our refractory products;

•	the possibility that economic conditions may cause customers to seek to delay or cancel orders and that we may not be able to correspondingly reduce production costs or delay or cancel raw material purchase commitments;

•	the possibility that economic, political and other risks associated with operating globally, including national and international conflicts, terrorist acts, political and economic instability, civil unrest and natural or nuclear calamities might interfere with our supply chains, customers or activities in a particular location;

•	the possibility that reductions in customers’ production, increases in competitors’ capacity, competitive pressures or other changes in other markets we serve may occur, which may impact demand for, prices of or unit and dollar volume sales of our other products, or impact growth or profitability of our other product lines, or change our share of such markets;

•	the possibility that we will not be able to hire and retain key personnel, maintain appropriate relations with unions, associations and employees or to renew or extend our collective bargaining or similar agreements on reasonable terms as they expire or do so without a work stoppage or strike;

•	the possibility that an adverse determination in litigation pending in Brazil involving disputes related to the proper interpretation of certain collectively bargained wage increase provisions applicable to both us and other employers in the Bahia region might result in the filing of claims against our Brazilian subsidiary;

•	the possibility of delays in or failure to achieve successful development and commercialization of new or improved engineered solutions or that such solutions could be subsequently displaced by other products or technologies;

•	the possibility that we will fail to develop new customers or applications for our engineered solutions products;

•	the possibility that our manufacturing capabilities may not be sufficient or that we may experience delays in expanding or fail to expand our manufacturing capacity to meet demand for existing, new or improved products;

•	the possibility that we may propose acquisitions or divestitures in the future, that we may not complete such acquisitions or divestitures, and that the investments and acquisitions that we may make in the future may not be successfully integrated into our business or provide the performance or returns expected;

•	the possibility that challenging conditions or changes in the capital markets will limit our ability to obtain financing for growth and other initiatives, on acceptable terms or at all;

•	the possibility that conditions or changes in the global equity markets may have a material impact on our future pension funding obligations and liabilities on our balance sheet;

•	the possibility that the amount or timing of our anticipated capital expenditures may be limited by our financial resources or financing arrangements or that our ability to complete capital projects may not occur timely enough to adapt to changes in market conditions or changes in regulatory requirements;

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•	the possibility that the actual outcome of uncertainties associated with assumptions and estimates using judgment when applying critical accounting policies and preparing financial statements may have a material impact on our results of operations or financial position;

•	the possibility that we may be unable to protect our intellectual property or may infringe the intellectual property rights of others, resulting in damages, limitations on our ability to produce or sell products or limitations on our ability to prevent others from using that intellectual property to produce or sell products;

•	the occurrence of unanticipated events or circumstances or changing interpretations and enforcement agendas relating to legal proceedings or compliance programs;

•	the occurrence of unanticipated events or circumstances or changing interpretations and enforcement agendas relating to health, safety or environmental compliance or remediation obligations or liabilities to third parties or relating to labor relations;

•	the possibility that new or expanded regulatory initiatives with respect to greenhouse gas emissions, if implemented, could have an impact on our facilities, increase the capital intensive nature of our business and add to our costs of production of our products;

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the possibility that our provision for income taxes and effective income tax rate or cash tax rate may fluctuate significantly due to (i) changes in applicable tax rates or laws, (ii) changes in the sources of our income, (iii) changes in tax planning, (iv) new or changing interpretations of applicable regulations, (v) changes in profitability, (vi) changes in our estimate of our future ability to use foreign tax credits and (vii) other factors;

•	the possibility of changes in interest or currency exchange rates, in competitive conditions, or in inflation or deflation;

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the possibility that our outlook could be significantly impacted by, among other things, changes in United States or other monetary or fiscal policies or regulations in response to the capital markets crisis and its impact on global economic conditions, developments in North Africa, the Middle East, North Korea and other areas of concern, the occurrence of further terrorist acts and developments (including increases in security, insurance, data back-up, energy and transportation and other costs, transportation delays and continuing or increased economic uncertainty and weakness) resulting from terrorist acts and the war on terrorism;

•	the possibility that our outlook could be significantly impacted by changes in demand as a result of the effect on customers of the volatility in global credit and equity markets;

•	the possibility that interruption in our major raw material, energy or utility supplies due to, among other things, natural or nuclear disasters, process interruptions, actions by producers and capacity limitations may adversely affect our ability to manufacture and supply our products or result in higher costs;

•	the possibility that our key or other raw materials become unavailable and that the magnitude of changes in the cost of key and other raw materials, including petroleum based coke, by reason of shortages, market pricing, pricing terms in applicable supply contracts or other events may adversely affect our ability to manufacture and supply our products or result in higher costs;

•	the possibility of interruptions in production at our facilities due to, among other things, critical equipment failure, which may adversely affect our ability to manufacture and supply our products or result in higher costs;

•	the possibility that we may not achieve the earnings or other financial or operational metrics that we provide as guidance from time to time;

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the possibility that the anticipated benefits from organizational and work process redesign, changes in our information systems, or other system changes, including operating efficiencies, production cost savings and improved operational performance, including leveraging infrastructure for greater productivity and contributions to our continued growth, may be delayed or may not occur or may result in unanticipated disruption;

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•	the possibility of security breaches in the Company’s information technology systems;

•	the possibility that our disclosure or internal controls may become inadequate because of changes in conditions or personnel, that the degree of compliance with our policies and procedures related to those controls may deteriorate or that those controls may not operate effectively and may not prevent or detect misstatements or errors;

•	the amount, prices and timing of purchases, if any, of shares purchased pursuant to our share repurchase program adopted in July 2012;

•	the possibility that severe economic conditions may adversely affect our liquidity or capital resources;

•	the possibility that delays may occur in the financial statement closing process due to a change in our internal control environment or personnel;

•	the possibility of changes in performance that may affect financial covenant compliance or funds available for borrowing; and

•	other risks and uncertainties, including those described elsewhere in this prospectus or our filings with the SEC, as well as future decisions by us.

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•	Annual Report on Form 10-K for the year ended December 31, 2012.

•	Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

•	Definitive Proxy Statement on Schedule 14A filed on March 28, 2013.

•	Current Report on Form 8-K filed on March 19, 2013.

•	Current Report on Form 8-K filed on May 16, 2013.

•	All documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or after the date of this prospectus and prior to the termination of the effectiveness of this prospectus.

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•	the increasing number of large global customers created by the consolidation trend within the steel industry, to whom we believe we are well positioned to offer products that meet their volume, product quality, product mix, delivery reliability and service needs at competitive prices; and

•	customers in targeted segments where we have competitive advantages to meet identified customer needs due to the range and quality of our products, the utilization of our capacity, the value of our customer technical service and our low cost supplier advantage.

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Notes offered................................	$300,000,000 aggregate principal amount of 6.375% Senior Notes due 2020.

Maturity date................................	The Exchange Notes will mature on November 15, 2020.

Interest rate...................................	6.375%.

Interest payment dates..................	Interest on the Exchange Notes will be payable on May 15 and November 15 of each year, commencing on May 15, 2013. Interest will accrue from November 20, 2012.

Ranking........................................	The Exchange Notes and the guarantees will be GTI’s and the subsidiary guarantors’ senior unsecured debt obligations and will, respectively:

•	rank equally in right of payment to all of GTI’s and the subsidiary guarantors’ existing and future senior unsecured debt;

•	rank senior in right of payment to any of GTI’s and the subsidiary guarantors’ existing and future debt that is expressly subordinated in right of payment to the notes and the guarantees;

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be effectively subordinated to GTI’s and the subsidiary guarantors’ existing and future secured indebtedness, including indebtedness under the Revolving Facility, to the extent of the value of the collateral securing such indebtedness (the collateral securing the Revolving Facility consists of substantially all of the assets of GTI and its U.S. subsidiaries and certain assets of certain of GTI’s indirect foreign subsidiaries); and

•	be structurally subordinated to all of the existing and future indebtedness, claims of holders of preferred stock and other liabilities of GTI’s existing and future subsidiaries that do not guarantee the notes.

Guarantees....................................	The Exchange Notes will be jointly and severally and unconditionally guaranteed on a senior unsecured basis, subject to certain limitations described herein, by each of GTI’s subsidiaries that guarantees the Revolving Facility, and each of GTI’s subsidiaries that guarantees our Senior Subordinated Notes. See “Description of the Notes—Subsidiary Guarantees.”

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Optional redemption.....................

On and after November 15, 2016, we may redeem some or all of the Exchange Notes at any time at the redemption prices described in the section “Description of the Notes—Optional redemption” plus accrued and unpaid interest, if any, to the redemption date. Prior to such date, we also may redeem some or all of the Exchange Notes at a redemption price of 100% of the principal amount plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium. In addition, we may redeem up to 35% of the aggregate principal amount of the Exchange Notes before November 15, 2015 with the net cash proceeds of certain equity offerings at a redemption price of 106.375% of the principal amount plus accrued and unpaid interest, if any, to the redemption date. Our other existing and future indebtedness may limit our ability to make any optional redemption. See “Description of the Notes—Optional redemption.”

Change of control.........................	If a change of control repurchase event occurs, we must offer to purchase the Exchange Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the purchase date. For more details, see the section “Description of the Notes—Change of control offer.”

Certain covenants.........................	The indenture governing the Exchange Notes will contain covenants that, among other things:

•	limit GTI’s ability and the ability of its subsidiaries to create liens or use assets as security in other transactions;

•	limit GTI’s ability and the ability of certain of its subsidiaries to engage in certain sale/leaseback transactions; and

•	limit GTI’s ability and the ability of the subsidiary guarantors to merge or consolidate, or sell, transfer, lease or dispose of substantially all of our, or their, assets.

No public trading market..............	The Exchange Notes will not be listed on any securities exchange or any automated dealer quotation system and there is currently no market for the Exchange Notes. Accordingly, there can be no assurance that a market for the Exchange Notes will develop upon the completion of the exchange offer or, if developed, that such market will be sustained or as to the liquidity of any market.

Risk factors..................................	You should carefully consider the information under “Risk Factors” beginning on page 22 and the other information included in this prospectus before deciding to participate in the exchange offer.

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•	the unconditional release or discharge of any guarantee or indebtedness that resulted in the creation of the guarantee of the Exchange Notes by such subsidiary guarantor;

•	the sale or other disposition, including by way of merger or consolidation or the sale of its capital stock following which such subsidiary guarantor is no longer a subsidiary of the Company; or

•	GTI's exercise of its legal defeasance option or its covenant defeasance option as described in the indenture applicable to the Exchange Notes.

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•	the holders of such indebtedness may be able to cause all of our available cash flow to be used to pay such indebtedness and, in any event, could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest;

•	the lenders under the Revolving Facility could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets; and

•	we could be forced into bankruptcy or liquidation.

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•	received less than reasonably equivalent value or fair consideration for the issuance of the Exchange Notes or the incurrence of its guarantee; and

•	was (or was rendered) insolvent by such issuance or such incurrence;

•	was engaged or about to engage in a business or transaction for which its assets constituted unreasonably small capital to carry on its business;

•	intended to incur, or believed that it would incur, obligations beyond its ability to pay as the obligations matured; or

•	was a defendant in an action for money damages, or had a judgment for money damages docketed against it and, in either case, after final judgment, the judgment was unsatisfied.

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•	require us to dedicate a substantial portion of our cash flow to the payment of principal and interest, thereby reducing the funds available for operations and future business opportunities;

•	make it more difficult for us to satisfy our obligations with respect to the notes, including our repurchase obligations;

•	limit our ability to borrow additional money if needed for other purposes, including working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes, on satisfactory terms or at all;

•	limit our ability to adjust to changing economic, business and competitive conditions;

•	place us at a competitive disadvantage with competitors who may have less indebtedness or greater access to financing;

•	make us more vulnerable to an increase in interests rates, a downturn in our operating performance or a decline in general economic conditions; and

•	make us more susceptible to changes in credit ratings, which could impact our ability to obtain financing in the future and increase the cost of such financing.

•	incur, repay or refinance indebtedness;

•	create liens on or sell our assets;

•	engage in certain fundamental corporate changes or changes to our business activities;

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•	make investments or engage in mergers or acquisitions;

•	engage in sale-leaseback transactions;

•	pay dividends or repurchase stock;

•	engage in certain affiliate transactions;

•	enter into agreements or otherwise restrict GTI's subsidiaries from making distributions or paying dividends to the borrowers under the Revolving Facility; and

•	repay intercompany indebtedness owed to GTI or make distributions or pay dividends to GTI.

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currency devaluations and fluctuations in currency exchange rates, including impacts of transactions in various currencies, impact on translation of various currencies into dollars for U.S. reporting and financial covenant compliance purposes, and impacts on results of operations due to the fact that costs of our foreign subsidiaries are primarily incurred in local currencies while their products are primarily sold in dollars and euros;

•	imposition of or increases in customs duties and other tariffs;

•	imposition of or increases in currency exchange controls, including imposition of or increases in limitations on conversion of various currencies into dollars, euros, or other currencies, making of intercompany loans by subsidiaries or remittance of dividends, interest or principal payments or other payments by subsidiaries;

•	imposition of or increases in revenue, income or earnings taxes and withholding and other taxes on remittances and other payments by subsidiaries;

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•	imposition of or increases in investment or trade restrictions by the U.S. or by non-U.S. governments or trade sanctions adopted by the U.S.;

•	inability to definitively determine or satisfy legal requirements, inability to effectively enforce contract or legal rights and inability to obtain complete financial or other information under local legal, judicial, regulatory, disclosure and other systems; and

•	nationalization or expropriation of assets, and other risks which could result from a change in government or government policy, or from other political, social or economic instability.

•	any of the U.S. or foreign patents now or hereafter owned by us, or that third parties have licensed to us or may in the future license to us, will not be circumvented, challenged or invalidated;

•	any of the U.S. or foreign patents that third parties have non-exclusively licensed to us, or may non-exclusively license to us in the future, will not be licensed to others; or

•	any of the patents for which we have applied or may in the future apply will be issued at all or with the breadth of claim coverage sought by us.

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•	limitations which may be imposed under new legislation or regulation;

•	supplier's allocations to meet demand of other purchasers during periods of shortage (or, in the case of energy suppliers, extended cold weather);

•	interruptions or cessations in production by suppliers; and

•	market and other events and conditions.

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•	will not be able to rely on the interpretations of the staff of the SEC set forth in the above-mentioned no-action letters;

•	will not be able to tender its Original Notes in this exchange offer; and

•	must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the Original Notes, unless such sale or transfer is made pursuant to an exemption from such requirements.

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•	it is not our affiliate (as defined in Rule 405 under the Securities Act) or, if it is our affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable to it;

•	if it is not a broker-dealer, that it is not engaged in (and does not intend to engage in) the distribution of the Exchange Notes;

•	the Exchange Notes to be received by it will be acquired in the ordinary course of its business; and

•	at the time of the commencement and consummation of this exchange offer, it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act.

•	will be registered under the Securities Act;

•	will not bear legends restricting their transfer;

•	will bear different CUSIP numbers than the related series of Original Notes; and

•	will not be entitled to the rights of holders of Original Notes under the registration rights agreement, including additional interest.

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•	remain outstanding;

•	continue to accrue interest; and

•	be entitled to the rights and benefits their holders have under the indenture relating to the Original Notes and Exchange Notes.

•	terminate the exchange offer and not to accept for exchange any Original Notes not previously accepted for exchange upon the occurrence of any of the events specified below under “—Conditions to the Exchange Offer” that have not been waived by us; or

•	amend the terms of the exchange offer in any manner.

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•	specify the name of the person that tendered the Original Notes to be withdrawn;

•	identify the Original Notes to be withdrawn, including the certificate number or numbers (if in certificated form) and principal amount of such Original Notes;

•	include a statement that the holder is withdrawing its election to have the Original Notes exchanged;

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be signed by the holder in the same manner as the original signature on the letter of transmittal by which the Original Notes were tendered or as otherwise described above, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee under the indenture register the transfer of the Original Notes into the name of the person withdrawing the tender; and

•	specify the name in which any of the Original Notes are to be registered, if different from that of the person that tendered the Original Notes.

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•	Original Notes or a book-entry confirmation of a book-entry transfer of Original Notes into the exchange agent’s account at DTC;

•	a properly completed and duly executed letter of transmittal or an electronic message agreeing to be bound by the letter of transmittal properly transmitted through ATOP with any required signature guarantees; and

•	any other documents required by the letter of transmittal.

•	the exchange offer, or the making of any exchange by a holder of Original Notes, would violate applicable law or any applicable interpretation of the staff of the SEC; or

•	any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with that exchange offer.

•	such holder’s Original Notes are not tendered in accordance with the terms of this exchange offer; or

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such holder of Original Notes exchanged in this exchange offer has not represented that all Exchange Notes to be received by it shall be acquired in the ordinary course of its business, that it is not an affiliate of ours within the meaning of Rule 405 of the Securities Act (or if it is such an affiliate that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable to it) and that at the time of the commencement and consummation of this exchange offer it shall have no arrangement or understanding with any person to participate in any distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act and shall not have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render available the use of the registration statement of which this prospectus is a part.

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•	fees and expenses of the exchange agent and the trustee;

•	SEC registration fees;

•	accounting and legal fees; and

•	printing and mailing expenses.

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•	certificates representing Original Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of Original Notes tendered;

•	Exchange Notes are to be delivered to, or issued in the name of, any person other than the registered holder of the Original Notes;

•	tendered Original Notes are registered in the name of any person other than the person signing the letter of transmittal; or

•	a transfer tax is imposed for any reason other than the exchange of Original Notes under this exchange offer.

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(a)	Income by period includes (items listed are pre-tax in nature unless otherwise noted):

•	a $6.8 million loss on extinguishment on the repurchase of Redeemed Senior Notes,

•	a $4.1 million gain on derecognition of our former convertible Senior Debentures (“Debentures”),

•	a $9.0 million expense for the Make-Whole provision in connection with the derecognition of the Debentures,

•	a $22.1 million expense for our incentive compensation program,

•	a $2.8 million benefit to our income tax provision for tax holidays, exemptions, and credits in various jurisdictions,

•	a $34.5 million write down of our investment in a non-consolidated affiliate and our $1.7 million share of its losses, and

•	a $32.2 million loss for the MTM Adjustment for our pension and OPEB benefit plans.

•	a $52.8 million write down of our investment in a non-consolidated affiliate and our $2.7 million share of its losses

•	a $4.3 million gain for the derecognition of our liability for Brazil excise tax,

•	a $1.0 million gain from the sale of our Caserta, Italy facility,

•	a $0.4 million loss on extinguishment on the repurchase of the remaining Redeemed Senior Notes outstanding,

•	a $5.1 million benefit to our income tax provision for tax holidays, exemptions, and credits in various jurisdictions,

•	a $22.8 million valuation allowance expense for deferred tax assets that might not be realized, and

•	a $1.7 million loss for the MTM Adjustment for our pension and OPEB benefit plans.

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•	a $15.2 million expense for Seadrift and C/G acquisition-related costs,

•	a $4.9 million benefit from the equity in earnings of our then non-consolidated affiliate,

•	a $9.6 million gain from the acquisition of the remaining 81.1% equity interest in our previously non-consolidated affiliate,

•	a $16.8 million expense for our incentive compensation program,

•	a $4.8 million benefit to our income tax provision for tax holidays, exemptions, and credits in various jurisdictions,

•	a $30.3 million deferred tax asset valuation allowance release as a result of the 2010 acquisitions, and

•	a $7.4 million loss for the MTM Adjustment for our pension and OPEB benefit plans.

•	a $26.5 million income tax benefit primarily attributable to the release of valuation allowance for foreign tax credits carryforwards which are expected to be utilized in future years,

•	a non-cash interest charge of $10.0 million related to the amortization of the discount on the Senior Subordinated Notes,

•	a $23.0 million charge related to the amortization of acquired intangible assets,

•	a $9.0 million charge related to stock-based compensation during 2011, and

•	a $22.3 million loss for the MTM Adjustment for our pension and OPEB benefit plans, driven primarily by a decrease in the discount rate due to lower interest rates.

•	a $15.1 million charge related to our incentive compensation plans,

•	a non-cash interest charge of $10.7 million related to the amortization of the discount on the Senior Subordinated Notes,

•	a $22.3 million charge related to the amortization of acquired intangible assets,

•	a $9.6 million charge related to stock-based compensation during 2012, and

•	a $8.8 million loss for the MTM Adjustment for our pension and OPEB benefit plans, driven primarily by a decrease in the discount rate due to lower interest rates.

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•	A loss of $0.6 million for currency losses due to the remeasurement of intercompany loans,

•	Income of $0.7 million resulting from the collection of an acquired account receivable at an amount in excess of its estimated fair value at the acquisition date, and

•	Amortization of acquired intangibles totaling $5.6 million.

•	Amortization of deferred major maintenance and repair costs totaling $0.4 million, and

•	Amortization of acquired intangibles totaling $5.6 million.

•	A loss of $1.2 million for currency losses due to the remeasurement of intercompany loans,

•	Amortization of deferred major maintenance and repair costs totaling $1.4 million, and

•	Amortization of acquired intangibles totaling $5.7 million.

•	Amortization of deferred major maintenance and repair costs totaling $1.4 million,

•	Amortization of acquired intangibles totaling $5.7 million,

•	A $26.5 million income tax benefit primarily attributable to the release of valuation allowance for foreign tax credits carryforwards which are expected to be utilized in future years, and

•	A loss of $22.3 million for the MTM Adjustment for our pension and OPEB benefit plans, driven primarily by a decrease in the discount rate due to lower interest rates.

•	Amortization of acquired intangibles totaling $5.6 million,

•	The roll off of hedge gains related to foreign currency and commodity derivatives of $3.5 million, and

•	Other income of $4.0 million of insurance reimbursement claims related to flood damages sustained at our Clarksburg, West Virginia facility in 2011.

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•	A $10.5 million income tax benefit due to the release of valuation allowance, and

•	Amortization of acquired intangibles totaling $5.5 million.

•	Amortization of acquired intangibles totaling $5.5 million, and

•	The roll off of hedge gains related to foreign currency and commodity derivatives of $5.8 million.

•	A loss of $8.8 million for the MTM adjustment for our pension and OPEB benefit plans, driven primarily by a decrease in the discount rate due to lower interest rates,

•	Amortization of acquired intangibles totaling $5.5 million.

•	Amortization of acquired intangibles totaling $5.2 million; and

•	The roll off of hedge gains related to foreign currency and commodity derivatives of $2.1 million.

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•	any person or group becomes the beneficial owner of more than 35% of GrafTech’s outstanding common stock or voting securities (not including securities held by its employee benefit plans or related trusts);

•	any person or group acquires the right to vote on any matter, by proxy or otherwise, with respect to more than 35% of GrafTech’s outstanding common stock or voting securities (not including securities held by its employee benefit plans or related trusts);

•	GrafTech’s stockholders approve a plan of dissolution or complete or substantially complete liquidation or its Board approves such a plan other than in connection with a reorganization, recapitalization or similar transaction following which all or a majority of the business of GrafTech and its subsidiaries (taken as a whole) are continued by GrafTech or any successor thereto;

•

any consummation of a merger or other business combination unless, following such business combination, the beneficial owners of the common stock and the voting securities of GrafTech prior to such business combination beneficially own more than 50% of the common equity and voting securities of the surviving entity in substantially the same proportions as prior to such business combination, no person or group (excluding its employee benefit plans or related trusts) beneficially owns more than 50% of the common equity or voting securities of the surviving entity and at least a majority of the members of the board of directors of the surviving entity were members of GrafTech’s Board prior to such business combination; or

•	any consummation of a sale, lease or other transfer of all or substantially all of the assets of GrafTech, whether held directly or indirectly through one or more subsidiaries (excluding a grant of security interest, sale-leaseback or similar transaction in the ordinary course of business, or in connection with a credit facility or other financing, but including any foreclosure sale).

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•	are our senior unsecured obligations;

•	are guaranteed by each Subsidiary Guarantor on a senior unsecured basis;

•	will mature on November 15, 2020;

•	are subject to earlier redemption at our option as described under “—Optional redemption”;

•	do not have the benefit of any sinking fund;

•	are not convertible into any other security;

•	are issued in denominations of $2,000 and in larger denominations in integral multiples of $1,000;

•	are represented by one or more registered notes in global form but in certain limited circumstances may be represented by notes in certificated form. See “Book-Entry System.”

•	accrues at the rate of 6.375% per annum;

•	accrues from the most recent interest payment date on which interest was paid;

•	is payable in cash semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2013;

•	is payable to the holders of record on the May 1 and November 1 immediately preceding the related interest payment date; and

•	is computed on the basis of a 360-day year comprised of twelve 30-day months.

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(1)	at least 65% of such aggregate principal amount of notes (which includes additional notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than notes held, directly or indirectly, by the Company or its affiliates); and

(2)	each such redemption occurs within 90 days after the date of the related Qualified Equity Offering.

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(1)	accept for payment all the notes or portions of the notes properly tendered (and not withdrawn) pursuant to its offer;

(2)	deposit with the paying agent an amount equal to the aggregate purchase price in respect of all the notes or portions of the notes properly tendered (and not withdrawn); and

(3)	deliver or cause to be delivered to the trustee the notes properly accepted, together with an officers’ certificate stating the aggregate principal amount of notes being repurchased by the Company.

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(1)	upon the unconditional release or discharge of all guarantees or indebtedness that would have required such Subsidiary Guarantor to enter into a Guarantee Agreement pursuant to the covenant described under “—Covenants—Future Subsidiary Guarantors”; or

(2)	if we exercise our legal defeasance option or our covenant defeasance option as described under “— Defeasance” or if our obligations under the indenture are discharged in accordance with the terms of the indenture.

•	incurring any indebtedness or other obligation;

•	paying dividends or making distributions on any Capital Stock; or

•	purchasing or redeeming any Capital Stock.

(1)

deposits to secure public, statutory or regulatory obligations of such Person or deposits to secure surety, performance or appeal bonds to which such Person is a party, or deposits to secure the performance of bids, trade contracts (other than for Indebtedness) or leases (other than Capital Lease Obligations), or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business, and deposits to secure obligations in respect of Interest/Exchange Rate Protection Agreements or Commodity Rate Protection Agreements;

(2)

Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, service provider’s Liens or other like Liens arising in the ordinary course of business, in each case for sums not yet overdue by more than 30 days or being contested in good faith by appropriate proceedings, or Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other

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(3)

Liens for taxes, assessments or other governmental charges, levies or claims not yet delinquent, or which are for less than $7.5 million in the aggregate, or which are being contested in good faith by appropriate proceedings, or for property taxes that the Company or the affected Subsidiary has determined to abandon if the sole recourse for such tax, assessment, charge levy or claim is to such property;

(4)

minor survey exceptions, minor encumbrances, easements, trackage rights or reservations of, or rights of others for, licenses, special assessments, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incurred in the ordinary course of business and which do not in the aggregate materially adversely affect the value of the relevant properties or materially impair their use in the operation of the business of such Person;

(5)

Liens securing indebtedness incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that no such Lien may extend to any other property owned by such Person at the time such Lien is Incurred (other than assets and property affixed or appurtenant thereto, including improvements and accessions), and the indebtedness (other than any interest thereon) secured by such Lien may not be incurred more than 270 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to such Lien;

(6)	Liens existing on the Issue Date;

(7)	Liens on property or shares of Capital Stock of another Person at the time such other Person becomes a subsidiary of such Person; provided, however, that such Liens may not extend to any other property owned by such Person (other than assets and property affixed or appurtenant thereto), the Company or any other Subsidiary;

(8)	Liens securing industrial revenue or pollution control bonds issued for the benefit of the Company or any Subsidiary;

(9)

Liens on property at the time such Person or any of its subsidiaries acquires the property, including any acquisition by means of a merger or consolidation with or into such Person or a subsidiary of such Person; provided, however, that such Liens may not extend to any other property owned by such Person (other than assets and property affixed or appurtenant thereto, including improvements and accessions), the Company or any other Subsidiary;

(10)	Liens securing indebtedness or other obligations of a subsidiary of such Person owing to such Person or a wholly-owned subsidiary of such Person;

(11)

Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any indebtedness secured by any Lien referred to in clauses (5), (6), (7), (8), (9), (14), (20) or (24); provided, however, that: (A) such new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus assets and property affixed or appurtenant thereto, including improvements and accessions to, such property or proceeds or distributions thereof); and (B) the indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount of the indebtedness described in clauses (5), (6), (7), (8), (9), (14), (20) or (24) at the time the original Lien became a Lien permitted under the indenture and (y) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(12)

pledges and deposits made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other worker’s compensation, unemployment insurance and other social security laws or regulations or in respect of health, welfare, disability, retirement or other employee benefits and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations;

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(13)	Liens securing reimbursement obligations in respect of trade-related letters of credit and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit;

(14)	Liens consisting of interests of lessors under capital leases;

(15)

Liens arising by operation of law pursuant to Section 107(1) of CERCLA or pursuant to analogous state or foreign law, for costs or damages which are not yet due (by virtue of a written demand for payment by a Governmental Authority) or which are being contested in good faith, or on property that the Company or a Subsidiary has determined to abandon if the sole recourse for such costs or damages is to such property; provided, however, that the aggregate liability of the Company and its Subsidiaries, with respect to the matters giving rise to all such Liens shall not, in the reasonable estimate of the Company (in light of all attendant circumstances, including the likelihood of contribution by third parties), exceed $40.0 million;

(16)	Liens with respect to property and assets for any of the obligations securing cash management arrangements between or among the Company and the Subsidiaries, or any combination thereof, as contemplated by the Credit Agreement (including guarantees, letters of credit and bank guarantees in respect thereof permitted thereunder) entered into in the ordinary course of business;

(17)	the sale of (and Liens that may arise relating to) (a) accounts receivable in connection with collection in the ordinary course of business and Liens which might arise as a result of the sale or other disposition of accounts receivable or (b) accounts receivable factoring as and to the extent permitted by the Credit Agreement;

(18)	licenses of intellectual property (a) in the ordinary course of business that do not constitute dispositions of intellectual property or (b) that constitute dispositions of such intellectual property made in accordance with the covenant described following the caption “—Covenants—Merger, consolidation or sale of assets”;

(19)	Liens on machinery, equipment and construction in progress of Subsidiaries organized under the laws of Brazil securing obligations not constituting Indebtedness in an aggregate amount for all such obligations at any time not to exceed $5.0 million;

(20)

Liens arising out of capitalized or operating lease transactions permitted to be incurred as described under “—Covenants—Limitation on sale and leaseback transactions”, so long as such Liens (A) attach only to the property sold in such transaction and any asset or property affixed or appurtenant thereto, including improvements and accessions and (B) do not interfere with the business of the Company or any of its Subsidiaries in any material respect;

(21)	any leases or subleases to other Persons of properties or assets owned or leased by the Company or a Subsidiary;

(22)

Liens (a) consisting of rights of first refusal, put/sale options and other customary arrangements with respect to, and restrictions on, the sale, pledge or other transfer of Capital Stock in Persons in which not all the Capital Stock is owned by the Company and the other Subsidiaries, in each case to the extent such Liens do not secure indebtedness and (b) on any cash earnest money deposits in connection with any letter of intent or purchase agreement in connection with a transaction permitted under the indenture governing the notes;

(23)	Liens on assets subject to a sale and leaseback transaction securing Attributable Debt permitted to be incurred as described following the caption “—Covenants—Limitation on sale and leaseback transactions;” and

(24)	Liens on property and assets secured pursuant to, and in accordance with, the Credit Agreement.

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(1)	such transaction was entered into prior to the Issue Date;

(2)	such transaction was for the sale and leasing back to the Company or one of its Subsidiaries of any property by the Company or one of its Subsidiaries and the direct or indirect proceeds of the sale of such Principal Property to be leased are at least equal to their fair value, as determined by our board of directors;

(3)	the Company would be entitled to incur indebtedness secured by a Lien with respect to such sale and leaseback transaction without equally and ratably securing the notes pursuant to the last paragraph under “—Limitation on liens”;

(4)	such transaction is for the sale of any property to, and leasing back to the Company or one of its Subsidiaries from, an industrial development authority or municipal equivalent thereof; or

(5)

the Company applies an amount equal to the net proceeds from the sale of such property (which shall be at least equal to their fair value, as determined by our board of directors) to the purchase of other property or assets used or useful in the business of the Company or its Subsidiaries or to the retirement of long-term indebtedness within 365 days before or after the effective date of any such sale and leaseback transaction; provided that, in lieu of applying such amount to the retirement of long-term indebtedness, the Company may deliver notes (including additional notes, if any) to the trustee for cancellation, such notes to be credited at the cost thereof to it.

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(1)	a default in paying interest on the notes when due, and such default continues for 30 days;

(2)	a default in paying principal of or premium, if any, on any of the notes when due at its maturity, upon optional redemption, upon required purchase, upon declaration of acceleration or otherwise;

(3)	the failure by the Company to comply with its obligations under “—Covenants—Merger, consolidation or sale of assets”;

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(4)	the failure by the Company to repurchase notes tendered for repurchase following the occurrence of a Change of Control Repurchase Event in conformity with the covenant described under “—Change of control offer”;

(5)	a default in the performance, or breach, of any other covenant or warranty in the indenture by the Company or any Subsidiary Guarantor and such default continues for a period of 60 days after notice of such failure has been given to the Company as provided in the indenture;

(6)	Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $50.0 million (the “cross acceleration provision”);

(7)	certain events of bankruptcy, insolvency, or reorganization occur (the “bankruptcy provision”);

(8)	any judgment or decree for the payment of money in excess of $50.0 million is entered against the Company, any Subsidiary Guarantor or any Significant Subsidiary, remains outstanding for a period of 60 consecutive days following such judgment and is not discharged, waived or stayed (the “judgment default provision”);

(9)	any Subsidiary Guarantee ceases to be in full force and effect (other than in accordance with the terms of such Subsidiary Guarantee) or any Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee; or

(10)	a default under the Senior Subordinated Notes.

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(1)

change the fixed maturity of any notes or extend the time for payment of any installment of interest or premium on any notes, or reduce the principal amount of any notes, or reduce the rate of interest on any notes, or reduce the premium payable upon redemption of any notes, or reduce the amount of principal of an original issue discount note that would be due and payable upon a declaration of acceleration of the maturity thereof, or change the currency in which the notes are payable or impair the right to institute suit for the enforcement of any payment after the maturity or the redemption date, if applicable, of any notes, or adversely affect any right of the holder of any notes to require the Company to repurchase or redeem that note;

(2)	reduce the percentage in principal amount of outstanding notes, the consent of the holders of which is required for any waiver or amendment;

(3)	modify the provisions of the indenture relating to the waiver of past defaults or the waiver provisions or make any change in the amendment provisions which requires each holder’s consent;

(4)	make any change in the ranking or priority of any notes that would adversely affect the noteholders;

(5)	make any change in, or release other than in accordance with the indenture, any Subsidiary Guarantee that would adversely affect the noteholders; or

(6)	impair the right of any holder of notes to receive payment of principal of and interest on such holder’s notes on or after the due dates therefor.

(1)	to evidence the succession of another corporation to the obligations of the Company or any Subsidiary Guarantor under the indenture, the notes or a Subsidiary Guarantee, as applicable;

(2)	to add to the covenants of the Company or any Subsidiary Guarantor further covenants for the benefit or protection of the holders of notes or to surrender any right or power conferred upon the Company or any Subsidiary Guarantor;

(3)	to add any additional events of default with respect to the notes;

(4)	to make any change that would provide additional rights or benefits to the holders of notes or does not adversely affect the rights of any holder of notes;

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(5)	to comply with any requirement of the SEC in connection with the qualification of the indenture under the Trust Indenture Act;

(6)	to conform the text of the indenture to any provision of this “Description of the Notes” to the extent that such provision in this “Description of the notes” was intended to be a verbatim recitation of a provision in the indenture, the notes or a Subsidiary Guarantee;

(7)	to secure the notes;

(8)	to evidence the appointment of a successor trustee and to add to or change provisions of the indenture necessary to provide for or facilitate the administration of the trusts under the indenture by more than one trustee;

(9)

to make any amendment to the provisions of the indenture relating to the transfer and legending of the notes; provided, however, that (a) compliance with the indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities laws and (b) such amendment does not materially and adversely affect the rights of holders to transfer notes;

(10)	to add guarantees with respect to the notes, including any Subsidiary Guarantee;

(11)	to cure any ambiguity or omission, to correct or supplement any provision of the indenture which may be defective or inconsistent with another provision of the indenture or to make other amendments that do not adversely affect the interests of the holders of notes; or

(12)	to provide for uncertificated notes in addition to or in place of certificated notes (provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code).

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(1)	any issuance and sale with respect to common stock registered on Form S-4 or Form S-8; or

(2)	any issuance and sale to any Subsidiary of the Company.

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•	an individual citizen or resident of the United States;

•	a corporation, or other entity treated as a corporation, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•	an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•	a trust, if (a) a court within the United States is able to exercise primary jurisdiction over administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust or (b) it has a valid election in effect to be treated as a U.S. person.

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•	does not conduct a trade or business in the United States with respect to which the interest is effectively connected;

•	does not actually, indirectly or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote, within the meaning of Section 871(h)(3) of the Code;

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•	is not a “controlled foreign corporation” with respect to which we are a “related person” within the meaning of Section 881(c)(3)(C) of the Code;

•	is not a bank whose receipt of the interest is described in Section 881(c)(3)(A) of the Code; and

•	satisfies the certification requirements described below.

•

the interest is effectively connected with a U.S. trade or business conducted by such holder (and, if an applicable income tax treaty so provides, is attributable to a permanent establishment maintained in the United States by the non-U.S. holder), in which case the non-U.S. holder will be subject to U.S. federal income tax on a net income basis at the rate applicable to U.S. holders generally; or

•	an applicable income tax treaty provides for a lower rate of, or exemption from, withholding tax.

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•	will not be able to rely on the interpretations of the staff of the SEC set forth in the above-mentioned no-action letters;

•	will not be able to tender its Original Notes in this exchange offer; and

•	must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the Exchange Notes, unless such sale or transfer is made pursuant to an exemption from such requirements.

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•	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the company;

•	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and the board of directors; and

•	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the company that could have a material effect on its financial statements.

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(1)	Business and Summary of Significant Accounting Policies

•	Industrial Materials includes graphite electrodes, refractory products and needle coke products, and primarily serves the steel industry.

•	Engineered Solutions includes advanced graphite materials, advanced composite materials, advanced electronics technology, and advanced materials and provides primary and specialty products to the advanced electronics, industrial, energy, transportation and defense markets.

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(2)	Acquisitions

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•	the expected synergies and other benefits that we believe will result from combining the operations of Seadrift and C/G with the operations of GrafTech;

•	any intangible assets that do not qualify for separate recognition such as the assembled workforce; and

•	the value of the going-concern element of Seadrift's and C/G's existing businesses (the higher rate of return on the assembled collection of net assets versus acquiring all of the net assets separately).

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(3)	Segment Reporting

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(a)	Long-lived assets represent fixed assets, net of accumulated depreciation.

(4)	Supply Chain Financing

(5)	Goodwill and Other Intangible Assets

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(6)	Long-Term Debt and Liquidity

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(7)	Fair Value Measurements and Derivative Instruments

•	Level 1 – based upon quoted prices for identical instruments in active markets,

•	Level 2 – based upon quoted prices for similar instruments, prices for identical or similar instruments in markets that are not active, or model-derived valuations of all of whose significant inputs are observable, and

•	Level 3 – based upon one or more significant unobservable inputs.

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(8)	Interest Expense

(9)	Other (Income) Expense, Net

(10)	Supplementary Balance Sheet Detail

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(11)	Commitments

(12)	Retirement Plans and Postretirement Benefits

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(13)	Management Compensation and Incentive Plans

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(14)	Contingencies

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(15)	Income Taxes

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(16)	Earnings Per Share

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(17)	Accumulated Other Comprehensive Loss

(18)	Guarantor Information

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(1)	Organization and Summary of Significant Accounting Policies

(2)	Stock-Based Compensation

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(3)	Earnings per Share

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(4)	Segment Reporting

(5)	Other (Income) Expense, Net

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(6)	Benefit Plans

(7)	Goodwill and Other Intangible Assets

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(8)	Long-Term Debt and Liquidity

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(9)	Inventories

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(11)	Supply Chain Financing

(12)	Contingencies

(13)	Income Taxes

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(14)	Derivative Instruments

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(15)	Guarantor Information

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•	breaches of their duty of loyalty to us and our stockholders;

•	acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•	transactions from which improper personal benefit is derived; and

•	unlawful declaration of dividends or repurchases or redemptions of shares of capital stock.

•

indemnify each person who is or was involved in any legal proceeding because he or she is or was a director or officer (or is or was serving at our request as a director, officer, partner, member, manager, employee, agent or trustee of another entity) against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, excise taxes, penalties and amounts paid in settlement) reasonably incurred or suffered by him or her in connection therewith; and

•	pay the expenses incurred in defending such proceeding in advance of its final disposition,

•	in each case, to the fullest extent authorized by Delaware law (as currently in effect or, to the extent that the provisions of Delaware law so authorizing are broadened, as it may be amended).

•	persons entitled to indemnification may bring suit against us to recover indemnification or payments claimed to be due thereunder;

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•	if the suit is successful, the expense of bringing the suit will be paid by us;

•	while it is a defense to the suit that the claimant has not met the standards of conduct making indemnification or payment permissible under Delaware law, the burden of proving the defense will be on us; and

•	that neither the failure of our Board to have made a determination that indemnification is proper nor its affirmative determination that indemnification is improper will be a defense to the suit or create a presumption that the claimant has not met such standards of conduct.

•	the rights to indemnification and payment of expenses so provided are not exclusive of any other similar right that any person may have or acquire under any statute or otherwise;

•	we have the right to enter into indemnification contracts or otherwise arrange for indemnification of directors and officers that may be broader than the indemnification so provided; and

•	we may maintain, at our expense, insurance to protect us and our directors and officers against any expense, liability or loss, whether or not we would have the power to indemnify such directors and officers, against such expense, liability or loss under our Amended and Restated By-Laws or Delaware law.

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Item 22.	Undertakings

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