sc13da1401874088_12282007.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§
240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§
240.13d-2(a)
(Amendment
No. 14)1
EnPro
Industries,
Inc.
(Name
of
Issuer)
Common
Stock, par value
$0.01
(Title
of
Class of Securities)
29355X107
(CUSIP
Number)
STEVE
WOLOSKY, ESQ.
OLSHAN
GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park
Avenue Tower
65
East
55th Street
New
York,
New York 10022
(212)
451-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
28,
2007
(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 o.
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
_______________
1
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II,
L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
OR 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
-
0 -
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,140,257
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II GP
LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
OR 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
2,140,257
|
8
|
SHARED
VOTING POWER
-
0 -
|
9
|
SOLE
DISPOSITIVE POWER
2,140,257
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,140,257
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II MASTER FUND
L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
OR 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
2,140,257
|
8
|
SHARED
VOTING POWER
-
0 -
|
9
|
SOLE
DISPOSITIVE POWER
2,140,257
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,140,257
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS
LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
OR 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
2,140,257
|
8
|
SHARED
VOTING POWER
-
0 -
|
9
|
SOLE
DISPOSITIVE POWER
2,140,257
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,140,257
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
WARREN
G.
LICHTENSTEIN
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
OR 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
2,140,257
|
8
|
SHARED
VOTING POWER
-
0 -
|
9
|
SOLE
DISPOSITIVE POWER
2,140,257
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,140,257
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
The
following constitutes Amendment No. 14 to the Schedule 13D filed by the
undersigned (“Amendment No. 14”). This Amendment No. 14 shall be
deemed to amend and restate in their entirety Items 2, 3 and 5, add to Item
6
the existence of a new joint filing agreement among the Reporting Persons
and
add additional exhibits to Item 7 of the Schedule 13D. The primary
purpose of amending the Schedule 13D is to reflect the change in name of
Steel
Partners, L.L.C. to Steel Partners II GP LLC and to add Steel Partners II
Master
Fund L.P. and Steel Partners LLC as Reporting Persons as a result of a
reorganization of the Reporting Persons and their affiliates that was completed
on December 28, 2007.
Item
2.
|
Identity
and
Background.
|
(a)
This statement is filed by Steel Partners II, L.P., a Delaware limited
partnership (“Steel Partners II”), Steel Partners II GP LLC, a Delaware limited
liability company (“Steel GP LLC”), Steel Partners II Master Fund L.P., a Cayman
Islands exempted limited partnership (“Steel Master”), Steel Partners LLC, a
Delaware limited liability company (“Partners LLC”) and Warren G.
Lichtenstein. Each of the foregoing is referred to as a “Reporting
Person” and collectively as the “Reporting Persons.”
Steel
Master is the sole limited partner of Steel Partners II. Steel GP LLC
is the general partner of Steel Partners II and Steel
Master. Partners LLC is the investment manager of Steel Partners II
and Steel Master. Warren G. Lichtenstein is the manager of Partners
LLC and the managing member of Steel GP LLC. By virtue of these
relationships, each of Steel GP LLC, Steel Master, Partners LLC and Mr.
Lichtenstein may be deemed to beneficially own the Shares owned by Steel
Partners II. Accordingly, the Reporting Persons are hereby filing a
joint Schedule 13D.
(b)
The principal business address of each of Steel Partners II, Steel GP LLC,
Partners LLC and Warren G. 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.
(c)
The principal business of Steel Partners II, Steel Master and Warren G.
Lichtenstein is investing in securities. The principal business of Steel
GP LLC
is serving as the general partner of Steel Partners II and Steel Master.
The
principal business of Partners LLC is serving as the investment manager of
Steel
Partners II and Steel Master.
(d)
No Reporting Person has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
No Reporting Person has, during the last five years, been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f)
Warren G. Lichtenstein is a citizen of the United States of
America.
Item
3.
|
Source
and Amount of
Funds or Other Consideration.
|
The
aggregate purchase price of the 2,140,257 Shares owned by Steel Partners
II is
approximately $47,716,115, including brokerage commissions. The
Shares owned by Steel Partners II were acquired with partnership
funds.
Steel
Partners II effects purchases of securities primarily through margin accounts
maintained for it with prime brokers, which may extend margin credit to it
as
and when required to open or carry positions in the margin accounts, subject
to
applicable federal margin regulations, stock exchange rules and the prime
brokers’ credit policies. In such instances, the positions held in
the margin accounts are pledged as collateral security for the repayment
of
debit balances in the accounts.
Item
5.
|
Interest
in Securities
of the Issuer.
|
(a)
The aggregate percentage of Shares reported owned by each person named herein
is
based upon 21,614,476 Shares outstanding, which is the total number of Shares
outstanding as reported in the Issuer’s quarterly report on Form 10-Q for the
quarter ended September 30, 2007 filed with the Securities and Exchange
Commission on November 6, 2007.
As
of the
close of business on December 28, 2007, Steel Partners II beneficially owned
2,140,257 Shares, constituting approximately 9.9% of the Shares
outstanding. By virtue of their relationships with Steel Partners II
discussed in further detail in Item 2, each of Steel GP LLC, Steel Master,
Partners LLC and Warren G. Lichtenstein may be deemed to beneficially own
the
Shares owned by Steel Partners II.
(b)
Each of the Reporting Persons may be deemed to have the sole power to vote
and
dispose of the Shares reported in this Schedule 13D.
(c)
Schedule A annexed hereto lists all transactions in securities of the Issuer
by
the Reporting Persons since the filing of Amendment No. 13 to the Schedule
13D.
All of such transactions were effected in the open market.
(d)
No person other than the Reporting Persons is known to have the right to
receive, or the power to direct the receipt of dividends from, or proceeds
from
the sale of, the Shares.
The
filing of this Schedule 13D shall not be construed as an admission that the
Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), the beneficial owners of any
securities covered by this Schedule 13D.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
Pursuant
to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons
have
entered into an agreement with respect to the joint filing of this statement,
and any amendment or amendments thereto.
Item
7.
|
Material
to be Filed
as Exhibits.
|
|
99.1
|
Joint
Filing Agreement by and among Steel Partners II, L.P., Steel Partners
II
GP LLC, Steel Partners II Master Fund L.P., Steel Partners LLC
and Warren
G. Lichtenstein, dated December 31, 2007.
|
|
99.2
|
2008
Powers of Attorney.
|
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated:
December 31, 2007
|
STEEL
PARTNERS II, L.P. |
|
|
|
|
|
|
By: |
Steel
Partners II GP LLC
General
Partner
|
|
|
|
|
|
|
By:
|
/s/ Lauren
Isenman |
|
|
|
Lauren
Isenman
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|
|
STEEL
PARTNERS II GP LLC
|
|
|
|
|
|
|
By:
|
/s/ Lauren
Isenman |
|
|
|
Lauren
Isenman
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|
|
STEEL
PARTNERS II MASTER FUND L.P.
|
|
|
|
|
|
|
By: |
Steel
Partners II GP LLC
General
Partner
|
|
|
|
|
|
|
By:
|
/s/ Lauren
Isenman |
|
|
|
Lauren
Isenman
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lauren
Isenman |
|
|
|
Lauren
Isenman
as
Attorney-In-Fact for Warren G. Lichtenstein,
Manager
|
|
|
|
|
|
|
/s/ Lauren
Isenman |
|
|
LAUREN
ISENMAN
as
Attorney-In-Fact for Warren G. Lichtenstein
|
|
Transactions
in the
Securities of the Issuer Since the Filing of Amendment No. 13 to the Schedule
13D
Class
of
Security
|
Securities
Purchased
|
Price
Per
Share
($)
|
Date
of
Purchase
|
STEEL
PARTNERS II,
L.P.
Common
Stock
|
24,491
|
33.2607
|
11/15/2007
|
STEEL
PARTNERS II GP
LLC
None
STEEL
PARTNERS II MASTER
FUND L.P.
None
STEEL
PARTNERS
LLC
None
WARREN
G.
LICHTENSTEIN
None