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KELLEY DRYE & WARREN LLP
101 PARK AVENUE
NEW YORK, NEW YORK, 10178
June 30, 2000
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GRAFTECH INC. - Application for Withdrawal of
Registration Statement on Form S-1 (File No. 333-34986)
Ladies and Gentlemen:
On behalf of GRAFTECH INC. (the "Company"), pursuant to Rule 477 under
the Securities Act of 1933, as amended, we hereby request the consent of the
Securities and Exchange Commission (the "Commission") to the withdrawal of the
above-referenced Registration Statement (the "Registration Statement"),
effectively immediately. The Registration Statement had not been declared
effective. No offers or sales of securities have been made under the
Registration Statement.
The Company has elected to withdraw the Current Registration Statement in
light of the decision by UCAR International Inc., the Company's parent, to have
UCAR's subsidiary Graftech Inc. f/k/a/ UCAR Graph-Tech Inc. ("Graftech") act as
the issuer and make its own filing of a registration statement on Form S-1 (the
"New Registration Statement"). The reason for the change in issuers is that
the proposed offering by the Company was intended to allow for a potential
spin-off by UCAR of shares of stock owned by it in the Company. Because the
Company was to be a holding company for shares of Graftech, based on
discussions with tax advisors, UCAR determined that there may be a risk that,
in connection with a spin-off by UCAR of its shares of the Company's common
stock to its stockholders, the Internal Revenue Service could take the position
that the contribution of the equity of Graftech to the Company could be deemed
to cause a "break in control" for federal income tax purposes and, therefore,
any near-term spin-off by UCAR would not be tax-free. To eliminate the tax
risk, UCAR determined that Graftech should be substituted for the Company as
the issuer.
Should you have any questions concerning the foregoing, please contact me
or Wayne Datz, Esq. of this firm. My telephone number is (212) 808-7513, and
Mr. Datz's telephone number is at (212) 808-7737.
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On behalf of the Company, please accept our thanks for your assistance and
cooperation.
Regards,
/s/ Jeanne R. Solomon
Jeanne R. Solomon, Esq.
cc: Geoffrey Edwards, Esq.
