SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.
)
Filed by the Registrant
x
Filed by a Party other than the Registrant o
Check the appropriate box:
| o Preliminary Proxy Statement |
o Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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| o Definitive Proxy Statement | ||
| o Definitive Additional Materials | ||
| x Soliciting Material under Rule 14a-12 | ||
EnPro Industries, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | |
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| (2) | Aggregate number of securities to which transaction applies: |
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| (3) | Per unit price or other underlying value of transaction computed pursuant to
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state how it was determined): |
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| o | Fee paid previously with preliminary materials. | |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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| (4) | Date Filed: |
On March 5, 2008, after 5:30 pm (Eastern Time), EnPro Industries, Inc. (“EnPro”) issued
the following press release:
| Contacts: | News Release | |
| EnPro Industries, Inc. | ||
| Don Washington | EnPro Industries | |
| Director, Investor Relations and Corporate Communications | 5605 Carnegie Boulevard | |
| (704) 731-1527 | Charlotte, North Carolina 28209-4674 | |
| don.washington@enproindustries.com | Phone: 704 731 1500 | |
| Fax: 704-731-1511 | ||
| www.enproindustries.com | ||
| Sard Verbinnen & Co. Paul Verbinnen/Stephanie Pillersdorf (212) 687-8080 |
||
| MacKenzie Partners, Inc. Daniel Burch/Larry Dennedy (704) 929-5500 |
ENPRO INDUSTRIES RESPONDS TO STEEL PARTNERS’
PRELIMINARY PROXY STATEMENT
PRELIMINARY PROXY STATEMENT
Charlotte, North Carolina, March 5, 2008 — EnPro Industries, Inc. (NYSE: NPO) today commented on
Steel Partners II, L.P.’s (“Steel Partners”) preliminary proxy statement, which was filed yesterday
with the Securities and Exchange Commission. The company also announced it would file its
preliminary proxy statement with the Securities and Exchange Commission shortly. The company urges
shareholders to await its definitive proxy statement and to support the company’s nominees at that
time, not Steel Partners’ nominees.
Ernie Schaub, president and chief executive officer of EnPro, stated: “Our Board of Directors has
thoroughly reviewed Steel Partners’ suggestions and determined that they are not in the best
interests of our company or our shareholders. Over the past six years, we have executed on a
strategic plan that has delivered strong returns to our shareholders, including significant growth
in sales, dramatic improvements in profitability and an appreciation in share price of over 300%.
We are confident of our ability to continue to execute our strategic plan and believe this plan
clearly provides the best opportunity to enhance shareholder value over the long term.
“The $100 million share repurchase program that we announced on March 3, 2008 strikes an
appropriate balance between returning cash to EnPro shareholders and maintaining the flexibility we
require to pursue our objectives for growth. Our growth and success to date reflect prudent
investments of our capital to improve facilities, equipment and infrastructure. A more risky
recapitalization — such as Steel Partners has advocated — would, in the Board’s judgment,
undercut our financial flexibility and jeopardize our ability to execute the strategies we believe
will provide continued improvement in our results. In particular, it could restrict our ability to
fund new product development and market expansion and weaken our ability to withstand a lengthy
economic downturn.
“Steel Partners’ proposals would also further limit our ability to pursue strategic acquisitions
that enhance our existing lines of business. This is an important component of our strategic plan
and an essential element of our growth. We have a record of integrating acquisitions to the benefit
of our financial results. Steel Partners’ proposals would limit our opportunity to increase value
for our shareholders in this manner.”
“We disagree that pursuing a sale of the Company at this time would maximize value for our
shareholders,” said William R. Holland, non-executive chairman of EnPro. “Given that Steel
Partners has stated its interest in acquiring the company, we question how a control slate of their
directors could possibly serve the best interests of the company and its other shareholders. The
Board firmly believes that all shareholders should have the opportunity to participate in the
substantial value that our strategic plan has been designed to achieve.“
Holland continued, “EnPro’s existing Board and management have demonstrated the ability to create
long-term value for all shareholders. From the first day of regular trading as an independent
public company in June of 2002, until the close of business today, the annualized rate of
shareholder returns from price appreciation in EnPro shares has been 29% with the price of our
shares growing from $7.00 per share at the close of the market on June 3, 2002 to $31.14 at the
close of the market today.
“We will be asking all of our shareholders to support the company’s directors at our 2008 annual
meeting and recommending that they not sign any proxy for Steel Partners and its nominees.”
About EnPro
EnPro Industries, Inc. is a leader in sealing products, metal polymer and filament wound bearings,
compressor systems and components, diesel and dual-fuel engines and other engineered products for
use in critical applications by industries worldwide. For more information about EnPro, visit the
company’s website at http://www.enproindustries.com.
Forward-Looking Statements
Statements in this release that express a belief, expectation or intention, as well as those that
are not historical fact, are forward-looking statements under the Private Securities Litigation
Reform Act of 1995. They involve a number of risks and uncertainties that may cause actual events
and results to differ materially from such forward-looking statements. These risks and
uncertainties include, but are not limited to: the resolution of current and potential future
asbestos claims against certain of our subsidiaries which depends on such factors as the
possibility of asbestos reform legislation, the financial viability of insurance carriers, the
timing of payments of claims and related expenses, the timing of insurance collections, limitations
on the amount that may be recovered from insurance carriers, the bankruptcies of other defendants
and the results of litigation; general economic conditions in the markets served by our businesses,
some of which
are cyclical and experience periodic downturns; prices and availability of raw materials; and the
amount of any payments required to satisfy contingent liabilities related to discontinued
operations of our predecessors, including liabilities for certain products, environmental matters,
guaranteed debt and lease payments, employee benefit obligations and other matters. Our filings
with the Securities and Exchange Commission, including the Form 10-K for the year ended December
31, 2007 describe these and other risks and uncertainties in more detail. We do not undertake to
update any forward-looking statement made in this release to reflect any change in management’s
expectations or any change in the assumptions or circumstances on which such statements are based.
Additional Information Concerning Proxy Materials
EnPro will file a proxy statement in connection with its 2008 annual meeting of shareholders.
EnPro shareholders are strongly advised to read the proxy statement and the accompanying proxy card
when they become available, as they will contain important information. Shareholders will be able
to obtain this proxy statement, any amendments or supplements to the proxy statement and other
documents filed by EnPro with the Securities and Exchange Commission for free at the Internet
website maintained by the Securities and Exchange Commission at http://www.sec.gov. Copies of the
proxy statement and any amendments and supplements to the proxy statement will also be available
for free at EnPro’s website, http://www.enproindustries.com, or by writing to EnPro Industries,
Inc., 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina 28209, Attention: Corporate
Secretary. EnPro and its directors and executive officers may be deemed to be participants in the
solicitation of proxies for EnPro’s 2008 annual meeting, and detailed information regarding the
names and affiliations of EnPro’s directors is available in the proxy statement for EnPro’s 2007
annual meeting of shareholders filed with the Securities and Exchange Commission on March 22, 2007.
Information regarding the interests of EnPro’s directors and executive officers and the names and
affiliations of EnPro’s executive officers is available in the first Schedule 14A filed by EnPro
with the Securities and Exchange Commission on February 6, 2008.