SECURITIES EXCHANGE COMMISSION
Washington, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. 0)
GRAFTECH INTERNATIONAL LTD
(Name of Issuer)
Common
(Title of Class of Securities)
384313102
(CUSIP NUMBER)
Rebecca Cinci
Pioneer Investment Management, Inc.
60 State Street
Boston, MA 02109
617-422-4975
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 29, 2004
(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. [x]
1. Name of Reporting Pioneer Global Asset Person Management S.p.A.
IRS Identification 98-0362802
No. of Above
2. Check the Appropriate Box (a) of A Member of Group (See Instructions)
(b)
3. SEC Use Only
4. Source of Funds (See instructions) 00
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship of Place of
Organization Milan, Italy
Number of 7. Sole Voting 6,947,931
Shares Power
Beneficially Owned 8. Shared Voting 0
by Each Reporting Power
Person With 9. Sole Dispositive 6,947,931
Power
10. Shared Disposi- 0
Dispositive Power
11. Aggregate Amount Beneficially
Owned by Each
Reporting Person 6,947,931
12. Check if the aggregate Amount in Row (11) Exclude Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented By Amount in Row 11. 6.95%
14. Type of Reporting
Person (See Instructions) HC
Item 1. Security and Issuer
- ----------------------------
The class of equity securities to which this Statement relates is the
common stock, $0.01 par value per share (the "Common Stock"), of Graftech
International LTD (the "Issuer"), the executive office of which is located at
1521 CONCORD PIKE, SUITE 301, WILMINGTON, DE 19803.
Item 2. Identity and Background
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(a) Name: Pioneer Global Asset Management S.p.A.
(b) Residence or Business Address: Galleria San Carlo 6, 20122 Milan, Italy
(c) Present Principal Occupation or Employment: Financial Services, Galleria
San Carlo 6, 20122 Milan, Italy
(d) None.
(e) None.
(f) Citizenship: Italy
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
USD 111,325,022 (convertible bonds purchase) and EURO 494,222 & USD 4,214,285
(Common Stock purchase) from the capital of the Funds has been used in making
purchases of 6,947,931 shares of converted bonds and Common Stock of Graftech
International LTD.
Item 4. Purpose of Transaction
- -------------------------------
The Funds acquired ownership of Graftech International LTD reported herein
for the purposes of investment. The Funds may, in the future, purchase
additional shares of Common Stock of Graftech International LTD or sell such
securities.
The Funds do not have any present plan or proposal which would relate to or
result in transactions of the kind described in paragraphs (a) through (j) of
Item 4 of Schedule 13d-101 of the Securities and Exchange Commission. The Funds
reserve the right, in the future, to adopt such plans or proposals.
(a) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's articles of incorporation, bylaws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any persons;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a) The reporting person beneficially owns 6,947,931 shares of the
Issuer as of the date of this statement, representing 6.95% of the issued and
outstanding shares. This includes 466,028 shares of the Common Stock and
$107,470,000 1.625% 01/15/2024 convertible bonds, which represent 6,481,903
shares of common stock upon conversion.
(b) Pioneer Global Asset Management S.p.A exercises sole voting and
dispositive power over 6,947,931 shares.
(c) Within the last 60 days of the event date of this filing, the
Funds'ownership of Graftech International LTD shares of Common Stock and shares
that convert into Common Stock collectively increased to more than 5% of the
adjusted outstanding shares of said class. The funds have purchased and sold
shares on the open market as described in the table below:
GRAFTECH INTERNATIONAL LTD 1.625% 01/15/2024 CONVERTIBLE BOND
Pioneer US High Yield Corp. Bond Sub Fund Transactions:
Transaction Number of
Date Type Shares Price
- ---- - --------- - ------- - ---
01/16/04 Purchase 7,250,000 1.06
01/21/04 Purchase 300,000 1.10
02/17/04 Purchase 800,000 1.00
02/19/04 Purchase 225,000 1.00
Pioneer High Yield Fund Transactions:
Transaction Number of
Date Type Shares Price
- ---- - --------- - ------- - ---
01/16/04 Purchase 64,800,000 1.06
01/21/04 Purchase 2,700,000 1.10
01/22/04 Purchase 3,000,000 1.10
01/23/04 Purchase 2,500,000 1.09
01/26/04 Purchase 1,000,000 1.09
01/27/04 Purchase 4,250,000 1.07
01/30/04 Purchase 5,000,000 1.02
02/17/04 Purchase 10,150,000 1.00
02/18/04 Purchase 170,000 1.00
02/19/04 Purchase 2,025,000 1.00
02/23/04 Purchase 1,500,000 0.99
Pioneer High Yield VCT Portfolio Transactions:
Transaction Number of
Date Type Shares Price
- ---- - --------- - ------- - ---
01/16/04 Purchase 750,000 1.06
02/17/04 Purchase 1,050,000 1.00
GRAFTECH INTERNATIONAL LTD EQUITY
Pioneer U.S. Small Companies Fund Transactions:
Transaction Number of
Date Type Shares Price
- ---- - --------- - -------- - ---
01/09/04 Purchase 7,475 14.10
01/28/04 Sale 6,700 13.15
01/30/04 Sale 1,000 12.45
02/03/04 Sale 4,300 11.76
Pioneer Small Cap Value Transactions:
Transaction Number of
Date Type Shares Price
- ---- - --------- - -------- - ---
01/09/04 Purchase 10,000 14.10
01/28/04 Sale 18,700 13.15
01/30/04 Sale 2,800 12.45
02/03/04 Sale 12,000 11.76
02/25/04 Purchase 4,100 12.92
Pioneer Small Cap Value VCT Portfolio Transactions:
Transaction Number of
Date Type Shares Price
- ---- - --------- - -------- - ---
01/09/04 Purchase 1,350 14.10
01/28/04 Sale 800 13.15
01/30/04 Sale 100 12.45
02/03/04 Sale 600 11.76
Pioneer Small Company Fund Transactions:
Transaction Number of
Date Type Shares Price
- ---- - --------- - -------- - ---
01/28/04 Sale 11,200 13.15
01/30/04 Sale 1,700 12.45
02/03/04 Sale 7,100 11.76
Pioneer Small Company VCT Portfolio Transactions:
Transaction Number of
Date Type Shares Price
- ---- - --------- - -------- - ---
01/12/04 Purchase 375 13.56
01/28/04 Sale 600 13.15
01/30/04 Sale 100 12.45
02/03/04 Sale 300 11.76
(d) No other person has any interest in the securities reported on
pursuant to his Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding, or Relationships With Respect to
Securities of the Issuer
- ------------------------------------------------------------------------------
There are no contracts, arrangements, understandings, or relationships
between the undersigned and any other person with respect to the issuer's
securities, including but not limited to the transfer or voting of securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, the giving or withholding of
proxies, or otherwise.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
Not applicable.
SIGNATURE
- -------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
March 12, 2004
/s/Dario Frigerio
-----------------------
Dario Frigerio
Chief Executive Officer