sc13da504197018_05112010.htm

0000921895-10-000775.txt : 20100512 0000921895-10-000775.hdr.sgml : 20100512 20100512172436 ACCESSION NUMBER: 0000921895-10-000775 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100512 DATE AS OF CHANGE: 20100512 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REUNION INDUSTRIES INC CENTRAL INDEX KEY: 0001003429 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 061439715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54241 FILM NUMBER: 10825384 BUSINESS ADDRESS: STREET 1: 11 STANWIX STREET STREET 2: SUITE 1400 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 2033248858 MAIL ADDRESS: STREET 1: 11 STANWIX STREET STREET 2: SUITE 1400 CITY: PITTSBURGH STATE: PA ZIP: 15222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II LP CENTRAL INDEX KEY: 0000915653 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-758-3232 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STEEL PARTNERS II L P DATE OF NAME CHANGE: 19950627 SC 13D/A 1 sc13da504197018_05112010.htm AMENDMENT NO. 5 TO THE SCHEDULE 13D sc13da504197018_05112010.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. 5)1

Reunion Industries, Inc.

(Name of Issuer)

Common Stock, $.01 Par Value

(Title of Class of Securities)

761312107

(CUSIP Number)

Warren G. Lichtenstein

Steel Partners Holdings L.P.

590 Madison Avenue, 32nd Floor

New York, New York 10022

(212) 520-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 7, 2010

(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 ¨.

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).

CUSIP NO. 761312107

1	NAME OF REPORTING PERSON STEEL PARTNERS HOLDINGS 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
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 - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 761312107

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
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 - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 761312107

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
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 - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 761312107

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
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 - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 761312107

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
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 - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 761312107

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Reporting Persons no longer beneficially own, or may be deemed to beneficially own, the Pledged Shares or any other equity or debt securities of the Issuer.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On April 5, 2010, the Issuer, the Trustee, Steel Partners GP, Steel Holdings and Steel Partners II filed a joint motion in the Bankruptcy Court for the District of Connecticut, Bridgeport Division (the “Bankruptcy Court”), seeking approval of a full and final settlement relating to the Senior Notes and other related matters (the “Senior Notes Settlement Order”). On May 7, 2010, the Bankruptcy Court approved the Senior Notes Settlement Order. Pursuant to the terms of the Senior Notes Settlement Order: (a) the Issuer agreed to pay $1,300,000 in full and final resolution of the claims relating to the Senior Notes to be allocated as set forth in the Senior Notes Settlement Order, (b) the Issuer agreed to cause its lawsuit filed in the Court of Common Pleas, Allegheny County, Pennsylvania (whic h was subsequently removed to the U.S. District Court for the Western District of Pennsylvania) against Steel Partners GP, Steel Holdings, Steel Partners II and the Trustee to be dismissed or discontinued with prejudice and (c) all charges, mortgages and other security interests of the Trustee in or on the assets of the Issuer, including the Pledged Shares, shall automatically terminate. The parties to the Senior Notes Settlement Order also entered into mutual general releases. Accordingly, the Reporting Persons no longer beneficially own, or may be deemed to beneficially own, the Pledged Shares or any other equity or debt securities of the Issuer.

The foregoing description of the Senior Notes Settlement Order is qualified in its entirety by reference to the Senior Notes Settlement Order, which is attached as exhibit 99.1 hereto and is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated to read as follows:

(a) As further described in Item 4, the Reporting Persons no longer beneficially own, or may be deemed to beneficially own, the Pledged Shares or any other equity or debt securities of the Issuer.

Item 5(e) is hereby amended and restated to read as follows:

(e) The Reporting Persons have ceased to be beneficial owners of more than 5% of the securities of the Issuer.

CUSIP NO. 761312107

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Reference is made to the Senior Notes Settlement Order, the terms of which are described in Item 4.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1 Order Approving Settlement Under Federal Rule of Bankruptcy Procedure 9019, dated May 7, 2010.

99.2 Powers of Attorney.

CUSIP NO. 761312107

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: May 12, 2010	STEEL PARTNERS HOLDINGS L.P.

	By:		Steel Partners Holdings GP LLC General Partner

	By:	/s/ Sanford Antignas
		Sanford Antignas Chief Operating Officer

STEEL PARTNERS II, L.P.

By:		Steel Partners II GP LLC General Partner

By:	/s/ Sanford Antignas
	Sanford Antignas Chief Operating Officer

	STEEL PARTNERS LLC

	By:	/s/ Sanford Antignas
		Sanford Antignas Chief Operating Officer

	STEEL PARTNERS II GP LLC

	By:	/s/ Sanford Antignas
		Sanford Antignas Chief Operating Officer

	/s/ Sanford Antignas
	SANFORD ANTIGNAS as Attorney-In-Fact for Warren G. Lichtenstein

EX-99.1 2 ex991to13da504197018_051110.htm ORDER DATED MAY 7, 2010 ex991to13da504197018_051110.htm

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

DISTRICT OF CONNECTICUT

BRIDGEPORT DIVISION

In re

REUNION INDUSTRIES, INC., et al.,

Debtors and Debtor-in-Possession.

)

Chapter 11

CASE No. 07-50727 (AHWS)

(Jointly Administered with

07-50725 and 07-50726)

ORDER APPROVING SETTLEMENT UNDER

FEDERAL RULE OF BANKRUPTCY PROCEDURE 9019

Upon the joint motion, dated April 5, 2010, (the “Motion”) of Reunion Industries, Inc., as Debtor and Reorganized Debtor, Steel Partners II GP LLC (f/k/a Steel Partners L.L.C.), Steel Partners II, LP, Steel Partners Holdings, L.P. (f/k/a WebFinancial Corporation) (collectively, the “Steel Parties”), and U.S. Bank National Association, as Indenture Trustee (“U.S. Bank”, and together with the Debtor and the Steel Parties, the “Moving Parties”) for an order seekin g approval of a full and final settlement of all of the disputes between the Moving Parties related to the Senior Notes (as defined in the Motion, the “Settlement”), and upon review of the Motion and the record made at the hearing on the Motion, the Court finds:

(i) it has jurisdiction over the matters raised in the Motion pursuant to 28 U.S.C. §§ 157 and 1334;

(ii) this is a core proceeding pursuant to 28 U.S.C. §157(b)(2);

(iii) notice of the Settlement and the Motion was provided to holders of the Senior Notes by electronic delivery of such notice to record holders of the Senior Notes, including The Depository Trust Company. The notice provided to holders of the Senior Notes was reasonable and sufficient and no further notice to such holders is required;

(iv) a reasonable opportunity to object or be heard with respect to the Motion and the relief requested therein has been afforded to all interested persons and entities and no other or further notice is necessary;

(iv) upon the record herein, sufficient cause exists for granting the relief sought by the Motion;

(v) the payment by the Debtor in the amount of $782,600.14 is a reasonable and prudent resolution of the Interest Issues on behalf of the 2006 Notes;

(vi) the payment by the Debtor in the amount of $117,399.86 is a reasonable and prudent resolution of the Interest Issues on behalf of the 2003 Notes;

(vii) the payment by the Debtor in the amount of $400,000 is a reasonable resolution of the claims of U. S. Bank for its fees and expenses;

(viii) the Settlement represents a fair, reasonable and prudent compromise of the controversies resolved by the Settlement and is in the best interests of the Debtor, its estate and creditors (including without limitation the holders of the Senior Notes) taking into account, among other things the complexity of the litigation involved. The agreement by U.S. Bank to the Settlement was a proper and prudent exercise of its fiduciary responsibilities, duties, and obligations under the Indenture and under law;

(ix) the Debtor has demonstrated both (i) good, sufficient, and sound business purpose and justification and (ii) compelling circumstances for entering into the Settlement pursuant to section 105(a) of the Bankruptcy Code and Bankruptcy Rule 9019. U.S. Bank has demonstrated sound, sufficient, and proper discretion and appropriate due care in the agreement to the terms of the Settlement; and

(x) the Settlement was negotiated, proposed, and entered into without collusion, in good faith, and from arm’s-length bargaining positions.

NOW THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

1. Capitalized terms used herein and not otherwise defined in this Order have the meanings ascribed to them in the Motion.

2. The Motion is granted in all respects. The Settlement is approved in its entirety.

3. Any objections to the Motion are overruled.

4. The entry into the Settlement by U.S. Bank is authorized and ratified, and U.S. Bank is authorized, empowered, and directed to (i) perform all of the terms of the Settlement and (ii) settle the claims on behalf of the holders of the Senior Notes, as provided in the Settlement.

5. On or prior to the second business day after this Order becomes a Final Order, the Debtor shall remit to U.S. Bank by wire transfer the sum of $1,300,000.00 (the “Payment”) in full and final resolution and settlement (subject to the terms and conditions of this Order) of all of the issues and claims relating to the Senior Notes, the Indenture, the Consent Solicitations, the Security Agreement, the Mortgages, the Lease Assignments, the Pledge, Section 2.8 of the Settlement Agreement and all related documents.

6. The Payment shall be allocated as follows:

i. $782,600.14 will be allocated to the 2006 Notes in resolution of the Interest Issues, to be allocated proportionately among the holders of the 2006 Notes (the “2006 Payment”);

ii. $117,399.86 will be allocated to the 2003 Notes in resolution of the Interest Issues, to be allocated proportionately among the holders of the 2003 Notes (the “2003 Payment”) and

iii. $400,000 will be allocated to the unpaid fees and expenses of U. S. Bank, in full satisfaction of the obligations of the Debtor, the Bradley FLP and/or the Poole FLP to pay U.S. Bank’s fees, charges and expenses, including without limitation attorney’s fees and related disbursements, under any of the Indenture, the Senior Notes, the Consent Solicitations, the Security Agreement, the Mortgages, the Lease Assignments, the Pledge, the Settlement Agreement and all related documents.

On or before the fifth business day after its receipt of the Payment, or as soon as possible thereafter should such payment be prevented by circumstances beyond its control, U.S. Bank shall, in accordance with the allocation described above, distribute the 2006 Payment and the 2003 Payment to the holder or holders of record of the Senior Notes, which the includes Depository Trust Company.

7. The Debtor shall cause the Pennsylvania Action to be dismissed or discontinued with prejudice as against the Steel Parties and U. S. Bank by filing the stipulation of dismissal with prejudice in the form attached as Exhibit B to the Motion on or prior to the second business day after this Order becomes a Final Order. The Moving Parties shall cause their attorneys in the Pennsylvania Action to sign such stipulation of dismissal. To the extent that additional papers or pleadings are required, the Moving Parties shall cooperate with each other to effect such dismissal or discontinuance, including signing stipulations, if necessary, and in each case the pleading to be filed shall be in form and substance satisfactory to counsel to the Moving Parties.

8. Upon this Order becoming a Final Order, all liens, charges, mortgages and other security interests of U.S. Bank in or on the assets of the Debtor, the Bradley FLP and the Poole FLP shall automatically terminate and be of no further force or effect, except that U. S. Bank’s lien against and claim to the Account shall be released as provided in paragraph 14 below.

9. The Debtor, the Bradley FLP and the Poole FLP are authorized to file or cause to be filed UCC-3 termination statements in the appropriate jurisdictions, releasing the lien of U.S. Bank on their respective assets at any time after the liens associated therewith are released pursuant to paragraph 8 above.

10. On or prior to the second business day after this Order becomes a Final Order, U. S. Bank shall deliver to the Debtor any and all of the stock certificates representing collectively all of the shares of the Debtor’s common stock pledged by the Bradley FLP and the Poole FLP under the Pledge, which certificates the Debtor shall be deemed to receive as agent for the Bradley FLP and the Poole FLP.

11. On the Release Effective Date, the Indenture, the Consent Solicitations, the Mortgages, the Lease Assignments, the Security Agreement, the Pledge, the Senior Notes and all related documents shall automatically terminate and be of no further force or effect, and all of the liabilities and obligations of the Moving Parties, the Bradley FLP and the Poole FLP thereunder shall be deemed to have been paid and/or satisfied in full, except that (i) the Indenture shall remain in effect for the purposes of effectuating the Settlement and distributing the 2006 Payment and the 2003 Payment to the holders of the Senior Notes entitled thereto, at which point the Indenture and the Consent Solicitations shall terminate without the need for any or further act of any party, and (ii) the Settlement A greement shall remain in effect; provided, however, that, upon making the Payment, the Debtor shall be deemed to have paid and satisfied in full all of its liabilities and obligations, if any, under Section 2.8 thereof and shall have no further liability or obligation under such sections.

12. The payment made pursuant to this Order shall not be subject to adjustment or disgorgement of any sort from U.S. Bank, individually or as trustee under the Indenture, or from any Senior Noteholder.

13. From time to time after this Order becomes a Final Order, at the written request of the Debtor, U.S. Bank shall execute and deliver to the Debtor such documents, in recordable form, as may be necessary or appropriate to release and terminate the Mortgages and the Lease Assignments; provided, however, the Debtor shall be responsible for determining what is of record that requires such action and for preparing or causing to be prepared the appropriate documents of release and termination, all at the Debtor’s sole cost and expense.

14. On the Release Effective Date, the lien of U.S. Bank in the Account shall be released and any amounts remaining in the Account are released to the Debtor from escrow.

15. U. S. Bank shall distribute the Payment in accordance with paragraph 6 of this Order, the Indenture and the Consent Solicitations as soon as practicable after receipt of the Payment from the Debtor.

16. On or before the second business day after the Release Effective Date, the Steel Parties shall file or cause to be filed an amendment to their Schedule 13D with respect to the Debtor that is on file with the Securities and Exchange Commission to disclose that the Steel Parties do not beneficially own any debt or equity securities of the Debtor and any other information that is required to be disclosed therein under the Securities Exchange Act of 1934, as amended.

17. The Settlement and this Order shall constitute a full and final settlement and resolution of the Proofs of Claim, Adversary Proceeding Number 08-05081, and all the Outstanding Motions, each of which is resolved or deemed withdrawn without any further act of any party.

18. Effective on the Release Effective Date, each Moving Party shall be deemed to have released, relinquished and discharged, fully, finally and forever, all Released Claims that such Moving Party has, had or may have against each of the Released Parties (the “Releases”). “Released Parties” means, with respect to any Moving Party, each of the other Moving Parties, and each of their respective affiliates, present and former officers, directors, managers, employees, stockholders, members, partners and subsidiaries, and/or all present and former agents and attorneys of the other Moving Par ties. “Released Claims” means and includes any and all actions, causes of action, complaints, liabilities, obligations, suits, damages, costs, expenses, rights, debts, dues, sums of money, accounts, reckonings, claims and/or demands of any kind or nature whatsoever, including claims not yet known, matured or unmatured, liquidated or unliquidated, existing or later acquired, accrued or unaccrued, known or unknown, suspected or unsuspected, contingent or non-contingent, recourse or non-recourse, whether or not asserted, threatened, alleged or litigated, at law, equity or otherwise, including without limitation subrogation claims and claims for contribution or equitable indemnification, or for costs, expenses (including, without limitation, amounts paid in settlement) and attorney’s fees, claims for negligence, gross negligence, breach of duty of care and/or breach of duty of loyalty, tortious interf erence, negligent interference, fraudulent transfer or conveyance, unfair competition, breach of express or implied covenants or any other federal, state, or local statute, common law, rule or regulation, that now exist or heretofore existed or hereafter exist, including without limitation those that have been or could have been asserted in the Bankruptcy Case, the Adversary Proceeding, the Companion Cases, the Outstanding Motions, the Pennsylvania Action or any other forum by each or any of the Moving Parties against any or all of the Released Parties, to the extent that the foregoing in any manner consist of, arise out of, are based upon, relate to, or are in connection with any of the Senior Notes, the Indenture, the Security Agreement, the Pledge, the Mortgages, the Lease Assignments, the Consent Solicitations, Section 2.8 of the Settlement Agreement, all related documents, the transactions related to or contemplated by any of the above, the subject matter of the Adversary Proceeding, the subject matter of the Pennsylvania Action and the subject matter of any of the Outstanding Motions; provided, however, that, “Released Claims” does not include (i) any claim, action or suit arising out of or based upon any breach by the Debtor or any of the Steel Parties of any Section of the Settlement Agreement, other than Section 2.8 thereof, or (ii) any claim, action or suit arising out of or based upon any breach of the terms of this Settlement. No separate documentation shall be necessary to reflect the Releases, other than this Settlement. Each or any of the Moving Parties may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the claims released pursuant to this Settlement, but by operation of the Settlement and this Order, on the Release Effective Date, each shall be deemed to have fully, finally, and forever settled and released any and all Released Claims, without regard to the subsequent discovery or existence of different or additional facts. The Release contained herein was bargained for and is a key element of the Settlement.

19. Except to the extent included in the Payment, none of the Moving Parties shall have any liability or obligation to pay or reimburse any other of the Moving Parties, and neither the Bradley FLP nor the Poole FLP shall have any liability or obligation to pay or reimburse U.S. Bank or any of the Steel Parties, for any fees, charges, costs or expenses, including without limitation attorney’s fees and related disbursements, whether now existing or hereafter arising or incurred, relating to or arising under any of the Senior Notes, the Indenture, the Consent Solicitations, the Security Agreement, the Mortgages, the Lease Assignments, the Pledge, Section 2.8 of the Settlement Agreement, all related documents, the transactions governed by such agreements, the Pennsylvania Action, the Adversary Proceeding, the Debtor’s Bankruptcy Case, the Outstanding Motions, the Companion Cases, the Settlement, the preparation of the Motion, the implementation of the Settlement or otherwise.

20. Subject to the provisions of paragraph 18 above, the Payment shall constitute payment and satisfaction in full of all of the liabilities and obligations, if any, of the Debtor, the Bradley FLP and the Poole FLP to the past, present and future holders of the Senior Notes under or related to any of the Senior Notes, the Indenture, the Consent Solicitations, the Security Agreement, the Mortgages, the Lease Assignments, the Pledge, Section 2.8 of the Settlement Agreement and all related documents.

21. Other than as expressly provided for in the Settlement, none of the Moving Parties shall have any responsibility or liability to any holder of the Senior Notes or to any other person or entity as a result of its entry into the Settlement, its performance of the terms thereof, and/or the settlement of the claims thereunder. Additionally, upon receipt of its share of the Payment (defined below), each current, former, and future holder and beneficial holder of the Senior Notes is enjoined from commencing or continuing any action or proceeding against any Moving Party arising out of, related to, or in connection with the negotiation, support, agreement, or implementation of the Settlement or any ancillary documents.

22. The 14-day stay provided by Federal Rule of Bankruptcy Procedure 6004(h) is waived.

Dated: May 7, 2010	By the court

	/s/ Alan H. W. Shiff
	Alan H. W. Shiff
	United States Bankruptcy Judge

EX-99.2 3 ex992to13da504197018_051110.htm POWERS OF ATTORNEY ex992to13da504197018_051110.htm

Exhibit 99.2

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Jack L. Howard signing singly, the undersigned’s true and lawful attorney-in-fact to:

1. Execute for and on behalf of the undersigned all documents relating to the business of Steel Partners Holdings L.P. including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Steel Partners Holdings L.P. or its affiliates.

2. Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.

3. Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with any rules or regulations including federal securities laws.

This Power of Attorney shall remain in full force and effect until December 31, 2010 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

[Signatures on Following Page]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of December, 2009.


/s/ Warren G. Lichtenstein
WARREN G. LICHTENSTEIN

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Sanford Antignas signing singly, the undersigned’s true and lawful attorney-in-fact to:

This Power of Attorney shall remain in full force and effect until December 31, 2010 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

[Signatures on Following Page]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of December, 2009.


/s/ Warren G. Lichtenstein
WARREN G. LICHTENSTEIN

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Steven Wolosky signing singly, the undersigned’s true and lawful attorney-in-fact to:

This Power of Attorney shall remain in full force and effect until December 31, 2010 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

[Signatures on Following Page]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of December, 2009.


/s/ Warren G. Lichtenstein
WARREN G. LICHTENSTEIN