UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
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 ¨
Filed by
a Party other than the Registrant x
Check the
appropriate box:
x Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
¨ Definitive
Proxy Statement
¨ Definitive
Additional Materials
¨ Soliciting
Material Under Rule 14a-12
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ENPRO
INDUSTRIES, INC.
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(Name
of Registrant as Specified in Its Charter)
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STEEL
PARTNERS II, L.P.
STEEL
PARTNERS II GP LLC
STEEL
PARTNERS II MASTER FUND L.P.
STEEL
PARTNERS LLC
WARREN
G. LICHTENSTEIN
JAMES
R. HENDERSON
JOHN
J. QUICKE
KEVIN
C. KING
DON
DEFOSSET
DELYLE
BLOOMQUIST
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(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
x No
fee required.
¨ Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title
of each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
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(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
¨ Fee
paid previously with preliminary materials:
¨ 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.
(1) Amount
previously paid:
(2) Form,
Schedule or Registration Statement No.:
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Party:
(4) Date
Filed:
-2-
PRELIMINARY
COPY - SUBJECT TO COMPLETION, DATED MARCH 4, 2008
STEEL
PARTNERS II, L.P.
_____,
2008
Dear
Fellow Stockholder:
Steel
Partners II, L.P. (“Steel Partners” or “we”) is the beneficial owner of an
aggregate of 2,433,838 shares of Common Stock of EnPro Industries, Inc. (“EnPro”
or the “Company”), representing approximately 11.3% of the outstanding Common
Stock of the Company. For the reasons set forth in the attached Proxy
Statement, we do not believe the Board of Directors of the Company is acting in
the best interests of its stockholders. We are therefore seeking your
support at the annual meeting of stockholders (the “Annual Meeting”) scheduled
to be held at ______________ located at ___ ________, ________, _________
_______ on _______, ________ __, 2008 at __:__ _.m., local time, for the
following:
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1.
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To
elect Steel Partners’ slate of five director nominees to EnPro’s Board of
Directors in opposition to the Company’s incumbent
directors.
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2.
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To
ratify the selection of PricewaterhouseCoopers LLP as EnPro’s external
auditors for 2008.
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We urge
you to carefully consider the information contained in the attached Proxy
Statement and then support our efforts by signing, dating and returning the
enclosed GOLD proxy card
today. The attached Proxy Statement and the enclosed GOLD proxy card are first
being furnished to the stockholders on or about _____, 2008.
If you
have already voted a proxy card furnished by the Company’s management, you have
every right to change your votes by signing, dating and returning a later dated
proxy.
If you
have any questions or require any assistance with your vote, please contact
Innisfree M&A Incorporated, which is assisting us, at their address and
toll-free numbers listed on the following page.
Thank you
for your support,
Warren G.
Lichtenstein
Steel
Partners II, L.P.
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If
you have any questions, require assistance in voting your GOLD proxy
card,
or
need additional copies of Steel Partners’ Proxy Statement, please
call
Innisfree
M&A Incorporated at the phone numbers listed below.
 501
Madison Avenue, 20th Floor
New
York, New York 10022
CALL
TOLL FREE: (888) 750-5834
BANKS
AND BROKERS CALL COLLECT: (212) 750-5833
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-2-
ANNUAL
MEETING OF STOCKHOLDERS
OF
ENPRO
INDUSTRIES, INC.
_________________________
PROXY
STATEMENT
OF
STEEL
PARTNERS II, L.P.
_________________________
PLEASE
SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD TODAY
Steel
Partners II, L.P., a Delaware limited partnership (“Steel Partners” or “we”), is
the largest stockholder of EnPro Industries, Inc., a North Carolina corporation
(“EnPro” or the “Company”). We are writing to you in connection with
the election of five director nominees to the board of directors of EnPro (the
“Board”) at the annual meeting of stockholders scheduled to be held at
______________ located at ___ ________, ________, _________ _______ on _______,
________ __, 2008 at __:__ _.m., local time, including any adjournments or
postponements thereof and any meeting which may be called in lieu thereof (the
“Annual Meeting”). This proxy statement (the “Proxy Statement”) and
the enclosed GOLD proxy
card are first being furnished to stockholders on or about _________ __,
2008.
This
Proxy Statement and the enclosed GOLD proxy card are being
furnished to stockholders of EnPro by Steel Partners in connection with the
solicitation of proxies from EnPro’s stockholders for the
following:
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1.
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To
elect Steel Partners’ director nominees, James R. Henderson, John J.
Quicke, Don DeFosset, Kevin C. King and Delyle Bloomquist (the “Nominees”)
to serve as directors of EnPro, in opposition to the Company’s incumbent
directors whose terms expire at the Annual
Meeting.
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2.
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To
ratify the selection of PricewaterhouseCoopers LLP as EnPro’s external
auditors for 2008.
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This
Proxy Statement is soliciting proxies to elect only our
Nominees. Accordingly, the enclosed GOLD proxy card may only be
voted for our Nominees and does not confer voting power with respect to any of
the Company’s director nominees. Stockholders who return the GOLD proxy card will only be
able to vote for Steel Partners’ five Nominees and will not have the opportunity
to vote for the three other seats up for election at the Annual
Meeting. See “Voting and Proxy Procedures” for additional
information. You can only vote for the Company’s director nominees by
signing and returning a proxy card provided by the
Company. Stockholders should refer to the Company’s proxy statement
for the names, backgrounds, qualifications and other information concerning the
Company’s nominees. The participants in this solicitation intend to
vote all of their shares of Common Stock in favor of the Nominees and will not
vote their shares in favor of any of the Company’s nominees.
Steel
Partners, Steel Partners II GP LLC (“Steel GP LLC”), Steel Partners II Master
Fund L.P. (“Steel Master”), Steel Partners LLC (“Partners LLC”), Warren G.
Lichtenstein and the Nominees are members of a group formed in connection with
this proxy solicitation and are deemed participants in this proxy
solicitation.
EnPro has
set the record date for determining stockholders entitled to notice of and to
vote at the Annual Meeting as [________], 2008 (the “Record
Date”). The mailing address of the principal executive offices of
EnPro is 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina
28209. Stockholders of record at the close of business on the Record
Date will be entitled to vote at the Annual Meeting. According to
EnPro, as of the Record Date, there were _______ shares of common stock, $0.01
par value per share (the “Shares”) outstanding and entitled to vote at the
Annual Meeting. As of the Record Date, Steel Partners, along with all
of the participants in this solicitation, were the beneficial owners of an
aggregate of 2,433,838 Shares, which represents approximately 11.3%
of the voting securities outstanding (based on the Company’s proxy
statement). The participants in this solicitation intend to vote such
Shares (i) for the election of the Nominees and (ii) for the ratification of the
selection of PricewaterhouseCoopers LLP as EnPro’s external auditors for 2008 as
described herein.
THIS
SOLICITATION IS BEING MADE BY STEEL PARTNERS AND NOT ON BEHALF OF THE BOARD OF
DIRECTORS OR MANAGEMENT OF ENPRO. STEEL PARTNERS IS NOT AWARE OF ANY
OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING. SHOULD OTHER
MATTERS, WHICH STEEL PARTNERS IS NOT AWARE OF A REASONABLE TIME BEFORE THIS
SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES
IN THE ENCLOSED GOLD PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR
DISCRETION.
STEEL
PARTNERS URGES YOU TO SIGN, DATE AND RETURN THE GOLD PROXY CARD IN FAVOR OF THE
ELECTION OF ITS NOMINEES.
IF YOU
HAVE ALREADY SENT A PROXY CARD FURNISHED BY ENPRO’S MANAGEMENT TO THE COMPANY,
YOU MAY REVOKE THAT PROXY AND VOTE FOR THE ELECTION OF STEEL PARTNERS’ NOMINEES
BY SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD. THE
LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE
REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE
OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING TO STEEL PARTNERS,
C/O INNISFREE M&A INCORPORATED WHICH IS ASSISTING IN THIS SOLICITATION, OR
TO THE SECRETARY OF ENPRO, OR BY VOTING IN PERSON AT THE ANNUAL
MEETING.
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IMPORTANT
Your
vote is important, no matter how many or how few Shares you own. We
urge you to sign, date, and return the enclosed GOLD proxy card today to vote
FOR the election of our Nominees.
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If
your Shares are registered in your own name, please sign and date the
enclosed GOLD
proxy card and return it to Steel Partners, c/o Innisfree M&A
Incorporated, in the enclosed envelope
today.
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If
your Shares are held in a brokerage account or bank, you are considered
the beneficial owner of the Shares, and these proxy materials, together
with a GOLD voting
form, are being forwarded to you by your broker or bank. As a
beneficial owner, you must instruct your broker, trustee or other
representative how to vote. Your broker cannot vote your Shares
on your behalf without your
instructions.
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Depending
upon your broker or custodian, you may be able to vote either by toll-free
telephone or by the Internet. Please refer to the enclosed
voting form for instructions on how to vote electronically. You
may also vote by signing, dating and returning the enclosed voting
form.
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Since
only your latest dated proxy card will count, we urge you not to return any
proxy card you receive from the Company. Even if you return the
management proxy card marked “withhold” as a protest against the incumbent
directors, it will revoke any proxy card you may have previously sent to Steel
Partners. Remember, you can vote for our five independent nominees
only on our GOLD proxy
card. So please make certain that the latest dated proxy card you
return is the GOLD proxy
card.
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If
you have any questions, require assistance in voting your GOLD proxy
card,
or
need additional copies of Steel Partners’ Proxy Statement, please
call
Innisfree
M&A Incorporated at the phone numbers listed below.
501
Madison Avenue, 20th Floor
New
York, New York 10022
CALL
TOLL FREE: (888) 750-5834
BANKS
AND BROKERS CALL COLLECT: (212) 750-5833
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-3-
BACKGROUND
TO SOLICITATION
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We
made our first investment in Shares of EnPro in October
2003.
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By
September 2005, we had acquired just under 15% of the outstanding Shares,
making us the largest stockholder of
Enpro.
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On
October 20, 2005, we sent a letter to EnPro expressing our disappointment
with the Company’s announcement of its proposed $150 million Convertible
Debt offering to institutional investors. In the letter, we
expressed our belief that the Board was making a tremendous mistake by
effectively selling stock at a level below the Company’s intrinsic
value. We suggested that if EnPro needed capital it should have
explored a rights offering to existing stockholders or bank
financing.
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On
December 8, 2005, we sent a letter to EnPro recommending that the Company
implement an aggressive share repurchase program. In the
letter, we stated that a share repurchase program was a superior
alternative to EnPro’s stated strategy of strengthening the mix of its
business by strategic acquisitions and that the probability of acquiring a
business with attractive margins at a reasonable price was very low in the
then current market. We warned EnPro of the substantial
financial risks associated with strategic acquisitions and expressed our
view that the least risky and highest potential return would be a major
share buyback which would be immediately
accretive.
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In
June 2007, we privately expressed to EnPro our willingness to enter into
negotiations to acquire the Company for $47 per Share. EnPro
declined our offer.
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On
January 30, 2008, we sent a letter to EnPro expressing our disappointment
with the precipitous decline in the value of the Shares. We
recommended that EnPro capitalize on its operating momentum and utilize
the strength of its balance sheet and substantial excess liquidity to
pursue a public recapitalization at $30 per Share for at least $150
million of common stock, or approximately 23% of the outstanding
Shares. We stated that if EnPro is unwilling to pursue a
recapitalization, it should hire a nationally recognized investment
banking firm to explore all strategic alternatives to maximize stockholder
value, including a sale of the Company. We also stated that we
remain interested in purchasing EnPro and would expect to participate in
any sales process commenced by the Company. We simultaneously
submitted a notification to EnPro nominating the Nominees for election at
the Annual Meeting.
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On
February 19, 2008, we sent a letter to EnPro expressing our disappointment
that the Company had not responded to our proposals set forth in our
January 30, 2008 letter other than to publicly state that the Company is
evaluating our recommended strategic alternatives and will update the
market at the appropriate time. We emphasized our belief that
an election contest should be a last resort and hope that the Company
would agree to appoint our Nominees to the Board on a voluntary
basis.
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On
February 28, 2008, Warren G. Lichtenstein, the managing member of Steel GP
LLC and the manager of Partners LLC, met with representatives of EnPro to
discuss our concerns regarding the Company, which are set forth in detail
below. We sought, among other things, to obtain representation
on the Board in an effort to avoid a proxy contest. However,
the parties were unable to reach a resolution regarding these concerns
during this meeting.
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-4-
REASONS
FOR OUR SOLICITATION
We
believe that the value of EnPro has not been maximized by the Board and that the
election of the Nominees represents the best means for stockholders to have the
ability to maximize the present value of their Shares. If elected,
the Nominees will, subject to their fiduciary duties, concomitantly explore all
available alternatives to maximize stockholder value including, but not limited
to:
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A
detailed review of capital allocation practices and an immediate
recapitalization of EnPro;
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A
divestiture of non-core assets of EnPro on a tax efficient
basis;
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A
more diligent management of EnPro’s asbestos liabilities with the
objective of minimizing cash outflow, irrespective of the amount of
remaining insurance receivables; and /
or
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A
sale of the entire Company by means of a merger, tender offer or
otherwise.
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If
elected, the Nominees will retain a nationally recognized investment banking
firm as well as other relevant consulting firms to assist in the review and
implementation of the alternatives that the Nominees believe will maximize
stockholder value for all of the Company’s stockholders.
Review
of Capital Allocation and Recapitalization
We
believe that one of the main responsibilities of a board of directors of any
public company is to properly allocate capital. We believe that
EnPro’s historical capital allocation strategy and balance sheet management have
been inadequate. The maintenance of large cash balances, particularly
given EnPro’s undrawn credit facility and access to liquidity, is in our view an
example of poor capital allocation. Furthermore, we believe EnPro’s
decision to issue the 3.9375% Convertible Senior Debentures due 2015 (the
“Debentures”) in 2005 was shortsighted. While the Debentures offer a
low fixed interest rate, we believe that the actual cost of capital is
considerably higher when taking into account (i) the cost of the associated
hedging transactions into which the Company entered to increase the effective
conversion price, (ii) the additional cost of the Debentures’ equity component
and (iii) the additional shares that would need to be issued upon certain change
of control transactions. As such, we believe that not only is the
cost of capital significantly higher than an otherwise unlevered company would
merit, but also that the Debentures in certain ways also serve as an
anti-takeover measure by increasing the purchase price a potential buyer would
have to pay. Unfortunately, both are at the expense of EnPro’s
stockholders. We also
believe that the Company’s recently announced share repurchase, through an
agreement with Credit Suisse International (“CSI”), is too little, does not
adequately address the need to restructure the Company’s balance sheet and
subjects the Company to unnecessary risk in the form of a purchase price
adjustment that the Company may be required to remit to CSI.
If
elected, the Nominees would immediately pursue a recapitalization to address
EnPro’s inefficient balance sheet. As noted in our letter to the
Board dated January 30, 2008, we believe a modest recapitalization utilizing
cash on the Company’s balance sheet and a portion of its existing
debt facilities is highly achievable and offers several benefits to
EnPro
-5-
and its
stockholders. First, given EnPro’s current market valuation and
considering its favorable prospects, we believe it is unlikely that the Company
will find any alternatives offering higher returns on investment on an absolute
and relative basis. Second, the recapitalization would provide
immediate liquidity at a premium to the current Share price for those
stockholders who elect to tender. Third, a more efficient balance
sheet will lower EnPro’s cost of capital and enhance the growth of EnPro’s
levered free cash and therefore increase the upside to those stockholders who
opt not to tender their Shares. After this recapitalization, EnPro
will still enjoy a strong and flexible balance sheet that would support the
Company’s long term strategic vision.
Divestiture
of Non-Core Assets
In
addition to a recapitalization, we believe that a divestiture of EnPro’s Engine
Products and Services segment would further enhance stockholder
value. In addressing questions regarding this topic on February 6,
2008, management acknowledged that the segment does not fit with the rest of the
business and should therefore be sold. However, it does not appear
that the Board has pursued such a divestiture with the required level of
expediency. If elected, the Nominees would seek to leverage the
segment’s recent operating performance and accelerate the sale process so as to
afford management the opportunity to focus on its core businesses.
Diligent
Management of Asbestos Liabilities
According to disclosure in the
Company’s latest Form 10-K filed with the SEC on February 26, 2008, EnPro has
paid approximately $1.3 billion in settlements and judgments and over $400
million in fees and expenses since the first asbestos-related lawsuits were
filed against the Garlock Sealing Technologies operation in
1975. Further, EnPro estimates the remaining liabilities for the next
ten years to be approximately $519 million (excluding significant fees and
expenses) against approximately $382 million of solvent insurance and trust
coverage that will be available to cover future asbestos claims and certain
expense payments. Given (i) EnPro’s significant historical payments,
(ii) the magnitude of and the overhang related to the liability which we believe
negatively impacts the Company’s valuation and access to the capital markets,
(iii) the substantial estimate revisions over the last several years, and (iv)
the Company’s historical shifts in strategy, we believe that a thorough analysis
of the Company’s current strategy by a third party is critical. If
elected, the Nominees will engage third party experts to assess the Company’s
estimates and strategy as well as potential solutions to minimize and contain
the potential liability.
Potential
Sale of the Company
In
conjunction with the aforementioned initiatives and subject to their fiduciary
duties, the Nominees will use their best efforts to maximize stockholder value
by pursuing a potential sale of EnPro. The Nominees’ priority would
be to negotiate and consummate a transaction or transactions on the most
favorable terms available to the EnPro stockholders. The Nominees
would work to solicit bids from potential acquirors, including competitors of
EnPro. Steel Partners intends to participate in any sale process
initiated by EnPro. We note that in June 2007, Steel Partners
privately expressed to EnPro its willingness to enter into negotiations to
acquire the
Company. The offer was rebuffed by the
Board. In accordance with the Nominees’
fiduciary duties to enter into a sale transaction that would have the greatest
benefit to EnPro stockholders, bids would be carefully evaluated
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based on,
among other things, the value of the consideration offered, the ability of the
bidder to finance the bid, the quality of any non-cash consideration offered
(including the financial condition of any bidder offering non-cash
consideration), and the timing and likelihood of consummation of the proposed
transaction or transactions in light of any required financing or regulatory
approvals. If elected, the Nominees would recuse themselves from any
vote taken by the Board on any proposal submitted by Steel Partners to acquire
the Company.
We
wish to provide the stockholders, the true owners of EnPro, with the opportunity
to elect directors that are unaffiliated with the existing Board. If
all are elected, the Nominees will constitute a majority of the current
eight-member Board. Your vote to elect the Nominees does not
constitute a vote in favor of our value enhancing plans including pursuing a
sale of EnPro. Your vote to elect the Nominees will have the legal
effect of replacing five incumbent directors with our Nominees. If
the Nominees are elected to the Board and a transaction involving the sale of
EnPro is proposed by the Board, stockholders will have an opportunity to vote on
such transaction to the extent required by law.
There can
be no assurance that stockholder value will be maximized as a result of this
solicitation or the election of the Nominees.
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PROPOSAL
NO. 1
ELECTION
OF DIRECTORS
The Board
is currently composed of eight directors whose terms expire at the Annual
Meeting. We expect that the Board will nominate these incumbent
directors for re-election at the Annual Meeting. For the reasons stated above,
we are seeking your support at the Annual Meeting to elect the Nominees in
opposition to EnPro’s director nominees.
THE
NOMINEES
We have
nominated a slate of highly qualified nominees who we believe possess the
expertise necessary to work to restore and enhance stockholder
value. The following information sets forth the name, age, business
address, present principal occupation, and employment and material occupations,
positions, offices, or employments for the past five years of each of the
Nominees. This information has been furnished to Steel Partners by
the Nominees. The Nominees are citizens of the United States of
America.
James R. Henderson (age 50) is
a Managing Director and operating partner of Partners LLC, a global investment
management firm, which is the Investment Manager to Steel
Partners. He has been associated with Partners LLC and its affiliates
since August 1999. Mr. Henderson has been the Executive Vice
President of SP Acquisition Holdings, Inc., a company formed for the purpose of
acquiring one or more businesses or assets, since February 2007. He
has been a director and Chief Executive Officer of WebFinancial Corporation,
which through its operating subsidiaries, operates niche banking markets, since
June 2005, President and Chief Operating Officer of WebFinancial since November
2003, and was the Vice President of Operations from September 2000 through
December 2003. He was also the Chief Executive Officer of WebBank, a
wholly-owned subsidiary of WebFinancial, from November 2004 to May
2005. Mr. Henderson has been a director of Angelica Corporation, a
provider of healthcare linen management services, since August
2006. He has been a director of BNS Holding, Inc., a holding company
that owns the majority of Collins Industries, Inc., a manufacturer of school
buses, ambulances and terminal trucks, since June 2004. He has been a
director (currently Chairman of the Board) of Del Global Technologies Corp., a
designer and manufacturer of medical imaging and diagnostic systems, since
November 2003. Mr. Henderson has been a director of SL Industries, Inc., a
designer and manufacturer of power electronics, power motion equipment, power
protection equipment, and teleprotection and specialized communication
equipment, since January 2002. He was a director of ECC International
Corp., a manufacturer and marketer of computer-controlled simulators for
training personnel to perform maintenance and operator procedures on military
weapons, from December 1999 to September 2003 and was acting Chief Executive
Officer from July 2002 to March 2003. Mr. Henderson has been the
President of Gateway Industries, Inc., a provider of database development and
web site design and development services, since December 2001. From
January 2001 to August 2001, he was President of MDM Technologies, Inc., a
direct mail and marketing company. The business address of Mr.
Henderson is c/o Steel Partners II, L.P., 590 Madison Avenue, 32nd Floor, New
York, New York 10022. Mr. Henderson does not directly own, and has
not purchased or sold during the past two years, any securities of
EnPro.
-8-
John J. Quicke (age 58) is a
Managing Director and operating partner of Partners LLC. He has been
associated with Partners LLC and its affiliates since September
2005. Mr. Quicke served as Chairman of the Board of NOVT Corporation,
a former developer of advanced medical treatments for coronary and vascular
disease, from April 2006 to January 2008 and served as President and Chief
Executive Officer of NOVT from April 2006 to November 2006. He has
served as a director of WHX Corporation, a holding company, since July 2005, as
a Vice President since October 2005 and as President and Chief Executive Officer
of its Bairnco Corporation subsidiary since April 2007. Mr. Quicke
currently serves as a director of Angelica Corporation, a leading provider of
healthcare linen management services, and as a director of Adaptec, Inc., a
storage solutions provider. He served as a director, President and
Chief Operating Officer of Sequa Corporation, a diversified industrial company,
from 1993 to March 2004, and Vice Chairman and Executive Officer of Sequa from
March 2004 to March 2005. As Vice Chairman and Executive Officer of
Sequa, Mr. Quicke was responsible for the Automotive, Metal Coating, Specialty
Chemicals, Industrial Machinery and Other Product operating segments of the
company. From October 2006 to June 2007, he also served as a director
of Layne Christensen Company, a provider of products and services for the water,
mineral, construction and energy markets. From March 2005 to August
2005, Mr. Quicke occasionally served as a consultant to Steel Partners and
explored other business opportunities. The business address of Mr.
Quicke is c/o Steel Partners II, L.P., 590 Madison Avenue, 32nd Floor, New York,
New York 10022. Mr. Quicke does not directly own, and has not
purchased or sold during the past two years, any securities of
EnPro.
Don DeFosset (Age 59) has been
a director of Regions Financial Corporation, a full-service provider of consumer
and commercial banking, trust, securities brokerage, mortgage and insurance
products and services, since November 2006 and of AmSouth Bancorporation, which
merged with Regions, since 2005. He is the former Chairman, President
and Chief Executive Officer of Walter Industries, Inc., a diversified company
with businesses in water infrastructure, flow control, water transmission
products, metallurgical coal and natural gas, and homebuilding. He
served as Chairman of Walter Industries from March 2002 to September 2005, and
as President and Chief Executive Officer from November 2000 to September
2005. He is also a director of Terex Corporation, a diversified
global manufacturer, and James Hardie Industries, N.V., a building materials
manufacturer. The business address of Mr. DeFosset is 3203 Bayshore
Boulevard, #19P, Tampa, Florida 33629. Mr. DeFosset does not directly
own, and has not purchased or sold during the past two years, any securities of
EnPro.
Kevin C. King (Age 51) is a
Senior Partner of Capstone Funding, Ltd., a private investment company that he
co-founded in 1990. While at Capstone, Mr. King has led the
acquisition and turnaround of various distressed or undervalued
companies. He served as President and Chief Executive Officer of Fox
PDS, LLC, a manufacturer of corrugated products, from 2006 to
2007. He served as President of EmergiLink, L.C., an entity formed to
institute a consolidation program that resulted in the acquisition and sale of
security alarm companies, from 1993 to 1996. He served as Senior Vice
President of The King Interests, a family-owned aviation services business, from
1983 to 1992. Mr. King was an attorney with Fulbright & Jaworski
from 1981 to 1983. He is a member of the National Association of
Corporate Directors. The business address of Mr. King is P. O. Box
79099, Houston, Texas 77279-9099. Mr. King
does not directly own, and has not purchased or sold during the past two years,
any securities of EnPro.
-9-
Delyle Bloomquist (Age 48) has
served as a director, President and Chief Executive Officer of General Chemical
Industrial Products, Inc. (“General Industrial”) (formerly General Chemical
Corporation), a producer of soda ash, mica and attapulgite products, since April
2004. He served as Vice President and Chief Operating Officer of
General Chemical Group, Inc., a subsidiary of General Industrial, from April
1999 until March 2004. General Industrial filed a “pre-packaged” Chapter 11
bankruptcy plan in December 2003 and emerged from bankruptcy on March 30,
2004. The business address of Mr. Bloomquist is 120 Eagle Rock
Avenue, East Hanover, New Jersey 07936. Mr. Bloomquist does not
directly own, and has not purchased or sold during the past two years, any
securities of EnPro.
Each of
the Nominees, as members of a “group” for the purposes of Rule 13d-5(b)(1) of
the Securities Exchange Act of 1934, as amended, may be deemed to beneficially
own the 2,433,838 Shares owned by Steel Partners. Each of the
Nominees disclaims beneficial ownership of such Shares.
The
Nominees will not receive any compensation from Steel Partners for their
services as directors of EnPro. Other than as stated herein, there are no
arrangements or understandings between Steel Partners and any of the Nominees or
any other person or persons pursuant to which the nomination described herein is
to be made, other than the consent by each of the Nominees to be named in this
Proxy Statement and to serve as a director of EnPro if elected as such at the
Annual Meeting. None of the Nominees is a party adverse to EnPro or
any of its subsidiaries or has a material interest adverse to EnPro or any of
its subsidiaries in any material pending legal proceedings.
Steel
Partners does not expect that the Nominees will be unable to stand for election,
but, in the event that such persons are unable to serve or for good cause will
not serve, the Shares represented by the enclosed GOLD proxy card will be voted
for substitute nominees. In addition, Steel Partners reserves the
right to nominate substitute persons if EnPro makes or announces any changes to
the Bylaws or takes or announces any other action that has, or if consummated
would have, the effect of disqualifying the Nominees. In any such
case, Shares represented by the enclosed GOLD proxy card will be voted
for such substitute nominees. Steel Partners reserves the right to
nominate additional persons.
YOU
ARE URGED TO VOTE FOR THE ELECTION OF THE NOMINEES ON THE ENCLOSED GOLD PROXY
CARD.
-10-
PROPOSAL
NO. 2
COMPANY
PROPOSAL TO RATIFY SELECTION OF EXTERNAL AUDITORS
As
discussed in further detail in EnPro’s proxy statement, the Company’s Audit
Committee has appointed PricewaterhouseCoopers LLP to serve as the Company’s
external auditors for 2008. EnPro has submitted a proposal to ratify the
selection of PricewaterhouseCoopers LLP to serve as the Company’s external
auditors for 2008 for approval at the Annual Meeting.
WE
DO NOT OBJECT TO THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP
AS ENPRO’S EXTERNAL AUDITORS FOR 2008.
-11-
VOTING
AND PROXY PROCEDURES
Only
stockholders of record on the Record Date will be entitled to notice of and to
vote at the Annual Meeting. Each Share is entitled to one
vote. Stockholders who sell Shares before the Record Date (or acquire
them without voting rights after the Record Date) may not vote such
Shares. Stockholders of record on the Record Date will retain their
voting rights in connection with the Annual Meeting even if they sell such
Shares after the Record Date. Based on publicly available
information, we believe that the only outstanding classes of securities of EnPro
entitled to vote at the Annual Meeting are the Shares.
Shares
represented by properly executed GOLD proxy cards will be voted
at the Annual Meeting as marked and, in the absence of specific instructions,
will be voted FOR the election of the Nominees to the Board, FOR the
ratification of the selection of PricewaterhouseCoopers LLP to serve as the
Company’s external auditors for 2008 and in the discretion of the persons named
as proxies on all other matters as may properly come before the Annual
Meeting.
According
to EnPro’s proxy statement for the Annual Meeting, the Board intends to nominate
eight candidates for election as directors at the Annual
Meeting. This Proxy Statement is soliciting proxies to elect only our
Nominees. Accordingly, the enclosed GOLD proxy card may only be
voted for our Nominees and does not confer voting power with respect to any of
the Company’s director nominees. Under applicable proxy rules, we are
only permitted to solicit proxies for our Nominees. Therefore,
stockholders who return the GOLD proxy card will only be
able to vote for our five Nominees and will not have the opportunity to vote for
the three other seats up for election at the Annual Meeting. You can
only vote for EnPro’s director nominees by signing and returning a proxy card
provided by the Company. Stockholders should refer to EnPro’s proxy
statement for the names, backgrounds, qualifications and other information
concerning the Company’s nominees. The participants in this
solicitation intend to vote all of their Shares in favor of the Nominees and
will not vote their Shares in favor of any of the Company’s
nominees.
QUORUM
In order
to conduct any business at the Annual Meeting, a quorum must be present in
person or represented by valid proxies. The presence in person or by
proxy of the holders of a majority of the outstanding Shares entitled to vote at
the Annual Meeting is necessary to constitute a quorum. Abstentions
are counted as present for purposes of determining whether a quorum is present
at the meeting.
VOTES
REQUIRED FOR APPROVAL
Election of
Directors. Directors are elected by a plurality of the votes
cast at the Annual Meeting. The director nominees who receive the
largest number of votes cast will be elected, up to the maximum number of
directors to be elected at the Annual Meeting. A vote to “withhold
authority” for any director nominee will have no impact on the election of
directors.
-12-
Ratification of Selection of
PricewaterhouseCoopers LLP. The affirmative vote of the
holders of at least a majority of the votes cast at the Annual Meeting is
necessary to approve the ratification
of the selection of PricewaterhouseCoopers LLP as the Company’s external
auditors for 2008. Abstentions will have no effect on the outcome of the vote
for the approval of the selection of PricewaterhouseCoopers LLP.
DISCRETIONARY
VOTING
Shares
held in “street name” and held of record by banks, brokers or nominees may not
be voted by such banks, brokers or nominees unless the beneficial owners of such
Shares provide them with instructions on how to vote.
REVOCATION
OF PROXIES
Stockholders
of EnPro may revoke their proxies at any time prior to exercise by attending the
Annual Meeting and voting in person (although attendance at the Annual Meeting
will not in and of itself constitute revocation of a proxy) or by delivering a
written notice of revocation. The delivery of a subsequently dated
proxy which is properly completed will constitute a revocation of any earlier
proxy. The revocation may be delivered either to Steel Partners in
care of Innisfree M&A Incorporated at the address set forth on the back
cover of this Proxy Statement or to EnPro at 5605 Carnegie Boulevard, Suite 500,
Charlotte, North Carolina 28209, or any other address provided by
EnPro. Although a revocation is effective if delivered to EnPro,
Steel Partners requests that either the original or photostatic copies of all
revocations be mailed to Steel Partners in care of Innisfree M&A
Incorporated at the address set forth on the back cover of this Proxy Statement
so that Steel Partners will be aware of all revocations and can more accurately
determine if and when proxies have been received from the holders of record on
the Record Date of a majority of the outstanding
Shares. Additionally, Innisfree M&A Incorporated may use this
information to contact stockholders who have revoked their proxies in order to
solicit later dated proxies for the election of the Nominees.
IF
YOU WISH TO VOTE FOR THE ELECTION OF THE NOMINEES TO THE BOARD OR FOR THE
RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP, PLEASE SIGN, DATE
AND RETURN PROMPTLY THE ENCLOSED GOLD PROXY CARD IN THE POSTAGE-PAID ENVELOPE
PROVIDED.
SOLICITATION
OF PROXIES
The
solicitation of proxies pursuant to this Proxy Statement is being made by Steel
Partners. Proxies may be solicited by mail, facsimile, telephone,
telegraph, Internet, in person and by advertisements.
Steel
Partners has entered into an agreement with Innisfree M&A Incorporated for
solicitation and advisory services in connection with this solicitation, for
which Innisfree M&A Incorporated will receive a fee not to exceed $[_____],
together with reimbursement for its reasonable out-of-pocket expenses, and will
be indemnified against certain liabilities and expenses, including certain
liabilities under the federal securities laws. Innisfree M&A Incorporated
will solicit proxies from individuals, brokers, banks, bank nominees and other
institutional holders. Steel Partners has requested banks, brokerage
houses and other custodians, nominees
and fiduciaries to forward all solicitation materials to the beneficial
owners
-13-
of the
Shares they hold of record. Steel Partners will reimburse these
record holders for their reasonable out-of-pocket expenses in so
doing. It is anticipated that Innisfree M&A Incorporated will
employ approximately [__] persons to solicit EnPro’s stockholders for the Annual
Meeting.
The
entire expense of soliciting proxies is being borne by Steel Partners pursuant
to the terms of the Joint Filing and Solicitation Agreement (as defined
below). Costs of this solicitation of proxies are currently estimated
to be approximately $[________]. Steel Partners estimates that
through the date hereof, its expenses in connection with this solicitation are
approximately $[_________]. Steel Partners intends to seek
reimbursement from EnPro of all expenses it incurs in connection with the
Solicitation. Steel Partners does not intend to submit the question
of such reimbursement to a vote of security holders of the Company.
OTHER
PARTICIPANT INFORMATION
The
participants in this solicitation are Steel Partners, a Delaware limited
partnership, Steel Master, a Cayman Islands exempted limited partnership, Steel
GP LLC, a Delaware limited liability company, Partners LLC, a Delaware limited
liability company, Warren G. Lichtenstein and the Nominees. Steel
Master is the sole limited partner of Steel Partners. Steel GP LLC is
the general partner of Steel Partners and Steel Master. Partners LLC
is the investment manager of Steel Partners and Steel Master. Mr.
Lichtenstein is the managing member of Steel GP LLC and the manager of Partners
LLC. The principal business address of Steel Partners, Steel GP LLC,
Partners LLC and Mr. Lichtenstein is 590 Madison Avenue, 32nd Floor, New York,
New York 10022. The principal business address of Steel Master is c/o
Morgan Stanley Fund Services (Cayman) Ltd., Cricket Square, 2nd Floor, Boundary
Hall, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman
Islands. As of the date hereof, Steel Partners owns 2,433,838
Shares. By virtue of the relationships described above, each of Steel
GP LLC, Steel Master, Partners LLC and Mr. Lichtenstein may be deemed to
beneficially own the Shares owned by Steel Partners.
Currently,
none of the Nominees directly owns any Shares. As a member of a
“group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of
1934, as amended, each of the Nominees is deemed to be a beneficial owner of all
2,433,838 Shares owned by Steel Partners. Each of the Nominees disclaims
beneficial ownership of Shares that he does not directly own. For
information regarding purchases and sales of securities of EnPro during the past
two years by Steel Partners, see Schedule I.
On
January 30, 2008, the participants in this solicitation entered into a Joint
Filing and Solicitation Agreement in which, among other things, (i) the parties
agreed to the joint filing on behalf of each of them of statements on Schedule
13D with respect to the securities of EnPro, (ii) the parties agreed to solicit
proxies or written consents for the election of the Nominees, or any other
person(s) nominated by Steel Partners, to the Board at the Annual Meeting (the
“Solicitation”), and (iii) Steel Partners agreed to bear all expenses incurred
in connection with the parties’ activities, including approved expenses incurred
by any of the parties in connection with the Solicitation, subject to certain
limitations. Steel Partners has agreed to indemnify each of the
Nominees against claims arising from the Solicitation.
-14-
Except as
set forth in this Proxy Statement (including the Schedules hereto), (i) during
the past 10 years, no participant in this solicitation has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); (ii)
no participant in this solicitation directly or indirectly beneficially owns any
securities of EnPro; (iii) no participant in this solicitation owns any
securities of EnPro which are owned of record but not beneficially; (iv) no
participant in this solicitation has purchased or sold any securities of EnPro
during the past two years; (v) no part of the purchase price or market value of
the securities of EnPro owned by any participant in this solicitation is
represented by funds borrowed or otherwise obtained for the purpose of acquiring
or holding such securities; (vi) no participant in this solicitation is, or
within the past year was, a party to any contract, arrangements or
understandings with any person with respect to any securities of EnPro,
including, but not limited to, joint ventures, loan or option arrangements, puts
or calls, guarantees against loss or guarantees of profit, division of losses or
profits, or the giving or withholding of proxies; (vii) no associate of any
participant in this solicitation owns beneficially, directly or indirectly, any
securities of EnPro; (viii) no participant in this solicitation owns
beneficially, directly or indirectly, any securities of any parent or subsidiary
of EnPro; (ix) no participant in this solicitation or any of his/its associates
was a party to any transaction, or series of similar transactions, since the
beginning of EnPro’s last fiscal year, or is a party to any currently proposed
transaction, or series of similar transactions, to which EnPro or any of its
subsidiaries was or is to be a party, in which the amount involved exceeds
$120,000; (x) no participant in this solicitation or any of his/its associates
has any arrangement or understanding with any person with respect to any future
employment by EnPro or its affiliates, or with respect to any future
transactions to which EnPro or any of its affiliates will or may be a party; and
(xi) no person, including the participants in this solicitation, who is a party
to an arrangement or understanding pursuant to which the Nominees are proposed
to be elected has a substantial interest, direct or indirect, by security
holdings or otherwise in any matter to be acted on at the Annual
Meeting.
OTHER
MATTERS AND ADDITIONAL INFORMATION
Other
Matters
Other
than those discussed above, Steel Partners is unaware of any other matters to be
considered at the Annual Meeting. However, should other matters,
which Steel Partners is not aware of a reasonable time before this solicitation,
be brought before the Annual Meeting, the persons named as proxies on the
enclosed GOLD proxy card
will vote on such matters in their discretion.
Stockholder
Proposals
Under
EnPro’s Bylaws, any stockholder entitled to vote at its annual stockholders’
meeting may nominate a person for election to the Board or bring other business
before the meeting if the stockholder provides written notice to, and such
notice is received by, the Company’s corporate Secretary generally not less than
90 nor more than 120 days prior to the first anniversary of the preceding year’s
annual meeting. If the date of the meeting is moved up by more than
30 days or delayed by more than 60 days from the anniversary date, however,
notice is timely provided if it is delivered not earlier than the 120th day
prior to the date of the meeting
and not later than the close of business on the 90th day prior to the meeting,
or the tenth day after the day on which the meeting is first publicly announced,
whichever is later.
-15-
Any
stockholder who intends to present a proposal for consideration at EnPro’s 2009
annual stockholders’ meeting must ensure that the Company’s Secretary receives
the proposal between _____, 2009 and _____, 2009 (unless the Company moves the
meeting up by more than 30 days or delays it by more than 60 days from _____,
2009).
In
addition, EnPro must receive any stockholder proposal intended to be included in
its proxy statement for the 2009 annual stockholders’ meeting at its offices at
5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina 28209, Attention:
Secretary, on or before _______, 2008. Applicable rules of the SEC
govern the submission of stockholder proposals and EnPro’s consideration of them
for inclusion in the proxy statement and form of proxy for the 2009 annual
stockholders’ meeting.
The
information set forth above regarding the procedures for submitting stockholder
nominations and proposals for consideration at EnPro’s 2009 annual meeting of
stockholders is based on information contained in the Company’s proxy
statement. The incorporation of this information in this Proxy
Statement should not be construed as an admission by us that such procedures are
legal, valid or binding.
Incorporation
by Reference
Steel Partners has omitted from this
Proxy Statement certain disclosure required by applicable law that is expected
to be included in the Company’s proxy statement relating to the Annual
Meeting. This disclosure is expected to include, among other things,
current biographical information on EnPro’s current directors, information
concerning executive compensation, and other important
information. Although we do not have any knowledge indicating
that any statement made by Steel Partners herein is untrue, we do not take any
responsibility for the accuracy or completeness of statements taken from public
documents and records that were not prepared by or on our behalf, or for any
failure by EnPro to disclose events that may affect the significance or accuracy
of such information. See Schedule II for information regarding
persons who beneficially own more than 5% of the Shares and the ownership of the
Shares by the directors and management of EnPro.
The
information concerning EnPro contained in this Proxy Statement and the Schedules
attached hereto has been taken from, or is based upon, publicly available
information.
STEEL
PARTNERS II, L.P.
_______,
2008
-16-
SCHEDULE
I
TRANSACTIONS
IN SECURITIES OF ENPRO
DURING
THE PAST TWO YEARS
|
Class
of
Security
|
Quantity
Purchased
/ (Sold)
|
Price
Per
Share
($)
|
Date
of
Purchase
/ Sale
|
|
|
Steel
Partners II, L.P.
|
||||
|
Common
Stock
|
3,200
|
32.5706
|
03/28/06
|
|
|
Common
Stock
|
38,175
|
34.5652
|
06/07/06
|
|
|
Common
Stock
|
(28,200)
|
40.5307
|
02/20/07
|
|
|
Common
Stock
|
(21,300)
|
40.5193
|
02/21/07
|
|
|
Common
Stock
|
(15,800)
|
40.3654
|
02/22/07
|
|
|
Common
Stock
|
(21,000)
|
40.3269
|
02/23/07
|
|
|
Common
Stock
|
(1,400)
|
40.3000
|
02/26/07
|
|
|
Common
Stock
|
(8,000)
|
37.7550
|
03/12/07
|
|
|
Common
Stock
|
(5,300)
|
37.6000
|
03/13/07
|
|
|
Common
Stock
|
(22,338)
|
36.7244
|
03/14/07
|
|
|
Common
Stock
|
(59,712)
|
36.8404
|
03/15/07
|
|
|
Common
Stock
|
(60,147)
|
36.7635
|
03/16/07
|
|
|
Common
Stock
|
(132,200)
|
36.8392
|
03/19/07
|
|
|
Common
Stock
|
(87,533)
|
36.8367
|
03/20/07
|
|
|
Common
Stock
|
(35,465)
|
36.8787
|
03/21/07
|
|
|
Common
Stock
|
(32,322)
|
36.8024
|
03/22/07
|
|
|
Common
Stock
|
(8,683)
|
42.1599
|
08/21/07
|
|
|
Common
Stock
|
(53,693)
|
42.0109
|
08/22/07
|
|
|
Common
Stock
|
(9,000)
|
42.0000
|
08/23/07
|
|
|
Common
Stock
|
(13,200)
|
42.1943
|
08/27/07
|
|
|
Common
Stock
|
(1,300)
|
42.0000
|
08/29/07
|
|
|
Common
Stock
|
(7,700)
|
42.0091
|
08/30/07
|
|
|
Common
Stock
|
(39,021)
|
42.0442
|
08/31/07
|
|
|
Common
Stock
|
(39,038)
|
42.0512
|
09/04/07
|
|
|
Common
Stock
|
(1,900)
|
42.1974
|
09/04/07
|
|
|
Common
Stock
|
(19,712)
|
42.1203
|
09/05/07
|
|
|
Common
Stock
|
(123,876)
|
42.0035
|
09/06/07
|
|
|
Common
Stock
|
(60,350)
|
42.1545
|
09/12/07
|
|
|
Common
Stock
|
(3,500)
|
42.0663
|
09/13/07
|
|
|
Common
Stock
|
(25,400)
|
42.0396
|
09/13/07
|
|
|
Common
Stock
|
(3,600)
|
42.0000
|
09/14/07
|
|
|
Common
Stock
|
(76,800)
|
42.0049
|
09/18/07
|
|
|
Common
Stock
|
(11,800)
|
43.2834
|
09/19/07
|
|
|
Common
Stock
|
(7,900)
|
43.1184
|
09/19/07
|
|
|
Common
Stock
|
(7,900)
|
42.0584
|
09/20/07
|
|
|
Common
Stock
|
(25,000)
|
42.2030
|
09/20/07
|
|
I-1
|
Common
Stock
|
(27,436)
|
42.0771
|
09/21/07
|
|
|
Common
Stock
|
(2,000)
|
42.0000
|
09/21/07
|
|
|
Common
Stock
|
(94,900)
|
42.0000
|
09/24/07
|
|
|
Common
Stock
|
(45,766)
|
42.0701
|
09/24/07
|
|
|
Common
Stock
|
(3,500)
|
42.0000
|
09/25/07
|
|
|
Common
Stock
|
(32,012)
|
42.0072
|
09/26/07
|
|
|
Common
Stock
|
(6,400)
|
42.0162
|
09/26/07
|
|
|
Common
Stock
|
(61,240)
|
42.0040
|
09/27/07
|
|
|
Common
Stock
|
(3,564)
|
42.2386
|
09/28/07
|
|
|
Common
Stock
|
(1,000)
|
42.0065
|
10/01/07
|
|
|
Common
Stock
|
(8,100)
|
42.0101
|
10/09/07
|
|
|
Common
Stock
|
(14,418)
|
42.0065
|
10/09/07
|
|
|
Common
Stock
|
(25,200)
|
42.0143
|
10/10/07
|
|
|
Common
Stock
|
(3,200)
|
42.7184
|
10/16/07
|
|
|
Common
Stock
|
(100)
|
43.3000
|
10/17/07
|
|
|
Common
Stock
|
(100)
|
43.0000
|
10/18/07
|
|
|
Common
Stock
|
(4,120)
|
43.0051
|
10/18/07
|
|
|
Common
Stock
|
140,100
|
34.1316
|
11/08/07
|
|
|
Common
Stock
|
25,000
|
34.1594
|
11/08/07
|
|
|
Common
Stock
|
48,600
|
33.6892
|
11/09/07
|
|
|
Common
Stock
|
100,000
|
33.7112
|
11/12/07
|
|
|
Common
Stock
|
21,300
|
33.4500
|
11/13/07
|
|
|
Common
Stock
|
30,509
|
33.2807
|
11/14/07
|
|
|
Common
Stock
|
24,491
|
33.2607
|
11/15/07
|
|
|
Common
Stock
|
293,581
|
26.5000
|
01/25/08
|
I-2
SCHEDULE
II
The
following table is reprinted from the Company’s Proxy Statement filed with the
Securities and Exchange Commission on [________]
II-1
IMPORTANT
Tell your
Board what you think! Your vote is important. No matter
how many Shares you own, please give Steel Partners your proxy FOR the election
of Steel Partners’ Nominees by taking three steps:
|
|
●
|
SIGNING
the enclosed GOLD
proxy card,
|
|
|
●
|
DATING
the enclosed GOLD
proxy card, and
|
|
|
●
|
MAILING
the enclosed GOLD
proxy card TODAY in the envelope provided (no postage is required if
mailed in the United States).
|
If any of
your Shares are held in the name of a brokerage firm, bank, bank nominee or
other institution, only it can vote such Shares and only upon receipt of your
specific instructions. Depending upon your broker or custodian, you
may be able to vote either by toll-free telephone or by the
Internet. Please refer to the enclosed voting form for instructions
on how to vote electronically. You may also vote by signing, dating
and returning the enclosed GOLD voting form.
If you
have any questions or require any additional information concerning this Proxy
Statement, please contact Innisfree M&A Incorporated at the address set
forth below.
|
If
you have any questions, require assistance in voting your GOLD proxy
card,
or
need additional copies of Steel Partners’ Proxy Statement, please
call
Innisfree
M&A Incorporated at the phone numbers listed below.
501
Madison Avenue, 20th Floor
New
York, New York 10022
CALL
TOLL FREE: (888) 750-5834
BANKS
AND BROKERS CALL COLLECT: (212) 750-5833
|
PRELIMINARY
COPY - SUBJECT TO COMPLETION, DATED MARCH 4, 2008
GOLD
PROXY CARD
ENPRO
INDUSTRIES, INC.
2008
ANNUAL MEETING OF STOCKHOLDERS
THIS
PROXY IS SOLICITED ON BEHALF OF STEEL PARTNERS II, L.P.
THE
BOARD OF DIRECTORS OF ENPRO INDUSTRIES, INC.
IS
NOT SOLICITING THIS PROXY
P R O X Y
The
undersigned appoints _________ and _________, and each of them, attorneys and
agents with full power of substitution to vote all shares of Common Stock of
EnPro Industries, Inc. (the “Company”) which the undersigned would be entitled
to vote if personally present at the 2008 Annual Meeting of Stockholders of the
Company scheduled to be held at ______________ located at ___ ________,
________, _________ _______ on _______, ________ __, 2008 at __:__ _.m., local
time, and including at any adjournments or postponements thereof and at any
meeting called in lieu thereof (the “Annual Meeting”).
The
undersigned hereby revokes any other proxy or proxies heretofore given to vote
or act with respect to the shares of Common Stock of the Company held by the
undersigned, and hereby ratifies and confirms all action the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof. If properly executed, this Proxy will be voted as
directed on the reverse and in the discretion of the herein named attorneys and
proxies or their substitutes with respect to any other matters as may properly
come before the Annual Meeting that are unknown to Steel Partners II, L.P.
(“Steel”) a reasonable time before this solicitation.
IF
NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS
PROXY WILL BE VOTED “FOR” SUCH PROPOSALS.
This
Proxy will be valid until the sooner of one year from the date indicated on the
reverse side and the completion of the Annual Meeting.
IMPORTANT:
PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!
CONTINUED
AND TO BE SIGNED ON REVERSE SIDE
GOLD
PROXY CARD
STEEL
RECOMMENDS A VOTE “FOR” THE NOMINEES LISTED BELOW IN PROPOSAL NO. 1
[X] Please mark vote as in this
example
1. APPROVAL
OF STEEL’S PROPOSAL TO ELECT DIRECTORS:
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FOR
ALL NOMINEES
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WITHHOLD
AUTHORITY TO VOTE FOR ALL NOMINEES
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FOR
ALL EXCEPT NOMINEE(S) WRITTEN BELOW
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Nominees:
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James
R. Henderson
John
J. Quicke
Don
DeFosset
Kevin
C. King
Delyle
Bloomquist
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[ ]
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[ ]
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[ ]
________________
________________
________________
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2. APPROVAL
OF THE COMPANY’S PROPOSAL TO RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
EXTERNAL AUDITORS FOR 2008.
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FOR
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AGAINST
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ABSTAIN
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[ ]
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[ ]
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[ ]
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DATED: ____________________________
____________________________________
(Signature)
____________________________________
(Signature,
if held jointly)
____________________________________
(Title)
WHEN SHARES
ARE
HELD JOINTLY, JOINT OWNERS SHOULD EACH
SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD
INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME
APPEARS ON THIS PROXY.