sc13da1601874088_01302008.htm

0000921895-08-000280.txt : 20080131 0000921895-08-000280.hdr.sgml : 20080131 20080130211546 ACCESSION NUMBER: 0000921895-08-000280 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080131 DATE AS OF CHANGE: 20080130 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENPRO INDUSTRIES, INC CENTRAL INDEX KEY: 0001164863 STANDARD INDUSTRIAL CLASSIFICATION: GASKETS, PACKAGING AND SEALING DEVICES & RUBBER & PLASTIC HOSE [3050] IRS NUMBER: 010573945 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78344 FILM NUMBER: 08562551 BUSINESS ADDRESS: STREET 1: 5605 CARNEGIE BOULEVARD STREET 2: SUITE 500 CITY: CHARLOTTE STATE: NC ZIP: 28209 BUSINESS PHONE: 704-731-1524 MAIL ADDRESS: STREET 1: 5605 CARNEGIE BOULEVARD STREET 2: SUITE 500 CITY: CHARLOTTE STATE: NC ZIP: 28209 FORMER COMPANY: FORMER CONFORMED NAME: ENPRO INDUSTRIES INC DATE OF NAME CHANGE: 20020111 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 sc13da1601874088_01302008.htm sc13da1601874088_01302008.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. 16)1

EnPro Industries, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

29355X107

(CUSIP Number)

STEVEN 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)

January 30, 2008

(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. 29355X107

1	NAME OF REPORTING PERSON STEEL PARTNERS II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (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 2,433,838
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,433,838
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,433,838
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 29355X107

1	NAME OF REPORTING PERSON STEEL PARTNERS II GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (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 2,433,838
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,433,838
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,433,838
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 29355X107

1	NAME OF REPORTING PERSON STEEL PARTNERS II MASTER FUND L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (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 CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,433,838
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,433,838
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,433,838
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 29355X107

1	NAME OF REPORTING PERSON STEEL PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (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 2,433,838
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,433,838
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,433,838
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 29355X107

1	NAME OF REPORTING PERSON WARREN G. LICHTENSTEIN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (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 2,433,838
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,433,838
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,433,838
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 29355X107

1	NAME OF REPORTING PERSON JAMES R. HENDERSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (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		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -**
14	TYPE OF REPORTING PERSON IN

** See Item 5.

CUSIP NO. 29355X107

1	NAME OF REPORTING PERSON JOHN J. QUICKE
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (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		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -**
14	TYPE OF REPORTING PERSON IN

** See Item 5.

CUSIP NO. 29355X107

1	NAME OF REPORTING PERSON DON DEFOSSET
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (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		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -**
14	TYPE OF REPORTING PERSON IN

** See Item 5.

CUSIP NO. 29355X107

1	NAME OF REPORTING PERSON KEVIN C. KING
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (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		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -**
14	TYPE OF REPORTING PERSON IN

** See Item 5.

CUSIP NO. 29355X107

1	NAME OF REPORTING PERSON DELYLE BLOOMQUIST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (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		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -**
14	TYPE OF REPORTING PERSON IN

** See Item 5.

CUSIP NO. 29355X107

The following constitutes Amendment No. 16 (“Amendment No. 16”) to the Schedule 13D filed by the undersigned. This Amendment No. 16 amends the Schedule 13D as specifically set forth.

Item 2.

Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(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”), Warren G. Lichtenstein, James R. Henderson, John J. Quicke, Don DeFosset, Kevin C. King and Delyle Bloomquist. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

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 his positions with Partners LLC and Steel GP LLC, Mr. Lichtenstein has the power to vote and dispose of the Issuer’s Shares owned by Steel Partners II.

(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.

The principal business address of each of Mr. Henderson and Mr. Quicke is c/o Steel Partners II, L.P., 590 Madison Avenue, 32nd Floor, New York, New York 10022.

The principal business address of Mr. DeFosset is 3203 Bayshore Boulevard, #19P, Tampa, Florida 33629.

The principal business address of Mr. King is P. O. Box 79099, Houston, Texas 77279-9099.

The principal business address of Mr. Bloomquist is 120 Eagle Rock Avenue, East Hanover, New Jersey 07936.

(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.

The principal occupation of Mr. Henderson is serving as a Managing Director and operating partner of Partners LLC, a global investment management firm.

The principal occupation of Mr. Quicke is serving as a Managing Director and operating partner of Partners LLC, a global investment management firm.

CUSIP NO. 29355X107

Mr. DeFosset is currently retired from employment and serves as a director of various public companies.

The principal occupation of Mr. King is serving as a Senior Partner of Capstone Funding, Ltd., a private investment company.

The principal occupation of Mr. Bloomquist is serving as a director, President and Chief Executive Officer of General Chemical Industrial Products, Inc. (formerly General Chemical Corporation), a producer of soda ash, mica and attapulgite products.

(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) Messrs. Henderson, Quicke, DeFosset, King and Bloomquist are citizens of the United States of America.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On January 30, 2008, Steel Partners II delivered a letter to the Issuer recommending that the Issuer pursue a recapitalization transaction. A copy of this letter is attached as an exhibit hereto and is incorporated herein by reference. Steel Partners II simultaneously delivered a letter to the Issuer nominating James R. Henderson, John J. Quicke, Don DeFosset, Kevin C. King and Delyle Bloomquist (collectively, the “Nominees”), as set forth therein, for election to the Issuer’s Board of Directors at the Issuer’s 2008 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).

Item 5.

Interest in Securities of the Issuer.

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

(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 the date hereof, Steel Partners II beneficially owns 2,433,838 Shares, constituting approximately 11.3% 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.

CUSIP NO. 29355X107

None of Messrs. Henderson, Quicke, DeFosset, King and Bloomquist directly owns any Shares. Each of Messrs. Henderson, Quicke, DeFosset, King and Bloomquist, 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 II. Each of Messrs. Henderson, Quicke, DeFosset, King and Bloomquist disclaims beneficial ownership of such Shares.

Item 5(c) is hereby amended to add the following:

(c) There have been no transactions in the Shares by the Reporting Persons since the filing of Amendment No. 15 to the Schedule 13D.

Item 6.

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

Item 6 is hereby amended to add the following:

On January 30, 2008, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the parties agreed to solicit proxies or written consents for the election of the Nominees or any other person designated by the Reporting Persons to the Issuer’s Board of Directors at the Annual Meeting and to take all other action necessary or advisable to achieve the foregoing (the “Solicitation”), and (c) Steel Partners II agreed to bear all expenses incurred in connection with the Reporting Persons’ activities, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. A copy of the Joint Filing and Solicitation Agreement is attached as an exhibit hereto and is incorporated herein by reference.

Pursuant to letter agreements, Steel Partners II has agreed to indemnify each of Messrs. Henderson, Quicke, DeFosset, King and Bloomquist against claims arising from the solicitation of proxies from the Issuer's stockholders in connection with the Annual Meeting. The form of letter agreement is attached as an exhibit hereto and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1

Letter from Steel Partners II, L.P. to EnPro Industries, Inc., dated January 30, 2008.

99.2

Joint Filing and Solicitation Agreement by and among 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, Don DeFosset, Kevin C. King and Delyle Bloomquist, dated January 30, 2008.

99.3

Form of Indemnification Letter Agreement.

CUSIP NO. 29355X107

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: January 30, 2008	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

	STEEL PARTNERS LLC

	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

	/s/ James R. Henderson
	JAMES R. HENDERSON

	/s/ John J. Quicke
	JOHN J. QUICKE

	/s/ Don Defosset
	DON DEFOSSET

	/s/ Kevin C. King
	KEVIN C. KING

	/s/ Delyle Bloomquist
	DELYLE BLOOMQUIST

EX-99.1 2 ex991sc13da1601874088_013008.htm ex991sc13da1601874088_013008.htm

Exhibit 99.1

STEEL PARTNERS II, L.P.

590 Madison Avenue, 32nd Floor

New York, New York 10022

January 30, 2008

VIA FACSIMILE AND FEDERAL EXPRESS

EnPro Industries, Inc.

5605 Carnegie Boulevard

Suite 500

Charlotte, North Carolina 28209

Attn: William R. Holland, Chairman of the Board

Ernest F. Schaub, President and Chief Executive Officer

CC: Board of Directors

Dear Sirs:

As you know, Steel Partners II, L.P. (“Steel”) is one of the largest shareholders of EnPro Industries, Inc. (“EnPro” or the “Company”) owning approximately 11.3% of its outstanding common stock. We have been a long-term committed shareholder, having first invested in 2003 because we believed the market substantially undervalued the Company. The management team has done an excellent job of improving EnPro’s operations over the last several years, the most recent example of which is its third quarter operations performance, which reflected continued revenue growth and increasing segment operating profits and margins. Unfortunately for EnPro’s shareholders, a poor job has been done managing the Company’s balance sheet and allocating its capital.

We have been extremely disappointed to see the share price decline by 33% since EnPro’s third quarter earnings announcement and by 40% since its July 12, 2007 high. We believe that the primary factors contributing to this sharp decline and undervaluation of EnPro’s stock are the Company’s inefficient balance sheet and perceived succession risk.

As such, we recommend EnPro capitalize on its operating momentum and utilize the strength of its balance sheet and substantial excess liquidity to pursue a public recapitalization at $30.00 a share. Through a combination of EnPro’s excess cash and availability under its existing credit facility, the Company should be in a position to self tender for at least $150 million of common stock, or approximately 23% of its outstanding shares at the aforementioned price per share.

The proposed recapitalization offers several benefits to EnPro and its shareholders. First, given EnPro’s current market valuation and considering its favorable prospects, we do not believe it is likely that the Company will find any alternatives offering higher returns on investment. As such, the recapitalization offers the most efficient use of capital. Second, the recapitalization would provide immediate liquidity at a premium to the current share price for your shareholders who elect to tender. Third, a more efficient balance sheet will lower EnPro’s cost of capital and enhance the growth of the Company’s levered free cash and therefore increase the upside to those shareholders 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. Pro forma for the recapitalization, EnPro’s leverage and fixed charges ratios will remain highly conservative, allowing for ample additional debt capacity when and if needed.

The status quo is not acceptable to Steel. If EnPro is unwilling to pursue a recapitalization, we strongly encourage the Board to hire a nationally recognized investment banking firm to explore all strategic alternatives to maximize shareholder value, including a sale of the Company. We expect that such a process will garner a high level of interest. Although the Board declined our previous offer to enter into negotiations to acquire EnPro’s outstanding common stock for $47 a share in June 2007, we remain interested in purchasing the Company and would expect to participate in such a sale process.

We trust that the best interests of all shareholders continue to be of utmost importance to you and the members of the Board and look forward to your prompt response. In the meantime, we must preserve our right to seek representation on the Board of Directors to the extent you do not pursue the recapitalization transaction discussed above or take the steps necessary to maximize shareholder value. Accordingly, attached hereto is a copy of the notice being delivered simultaneously to the Corporate Secretary of EnPro nominating five directors for election at the next annual meeting of shareholders of the Company.

Respectfully,

/s/ Warren G. Lichtenstein

Warren G. Lichtenstein

CERTAIN INFORMATION CONCERNING PARTICIPANTS

Steel Partners II, L.P. (“Steel Partners II”), together with the other Participants (as defined below), intends to make a preliminary filing with the Securities and Exchange Commission ("SEC") of a proxy statement and accompanying proxy card to be used to solicit proxies for the election of its slate of director nominees at the 2008 annual meeting of stockholders of EnPro Industries, Inc., a North Carolina corporation (the “Company”).

STEEL PARTNERS II STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY STATEMENT WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.

The participants in the proxy solicitation are anticipated to be Steel Partners II, 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, James R. Henderson, John J. Quicke, Don DeFosset, Kevin C. King and Delyle Bloomquist (collectively, the “Participants”). As of January 30, 2008, Steel Partners II beneficially owned 2,433,838 shares of common stock of the Company (the “Shares”), constituting approximately 11.3% of the Shares outstanding. 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 2,433,838 Shares owned by Steel Partners II. Currently, Messrs. Henderson, Quicke, DeFosset, King and Bloomquist do not directly own any securities of the Company. As members of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, they are each deemed to beneficially own the 2,433,838 Shares owned by Steel Partners II.

EX-99.2 3 ex992sc13da1601874088_013008.htm ex992sc13da1601874088_013008.htm

Exhibit 99.2

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of EnPro Industries, Inc., a North Carolina corporation (“EnPro”);

WHEREAS, Steel Partners II, L.P., a Delaware limited partnership (“Steel”), Steel Partners II GP LLC, a Delaware limited liability company, Steel Partners II Master Fund L.P., a Cayman Islands exempted limited partnership, Steel Partners LLC, a Delaware limited liability company, Warren G. Lichtenstein, James R. Henderson, John J. Quicke, Don DeFosset, Kevin C. King and Delyle Bloomquist wish to form a group for the purpose of soliciting proxies or written consents to elect James R. Henderson, John J. Quicke, Don DeFosset, Kevin C. King and Delyle Bloomquist, or any other person designated by the undersigned, as directors of EnPro and taking all other action necessary or advisable to achieve the foregoing.

NOW, IT IS AGREED, this 30th day of January 2008 by the parties hereto:

1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of EnPro. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2. So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of EnPro; or (ii) any securities of EnPro over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3. Each of the undersigned agrees to solicit proxies or written consents to elect James R. Henderson, John J. Quicke, Don DeFosset, Kevin C. King and Delyle Bloomquist or any other person designated by the Group as directors of EnPro and to take all other action necessary or advisable to achieve the foregoing (the “Solicitation”).

4. Steel agrees to bear all expenses incurred in connection with the Group’s activities, including expenses incurred by any of the parties in the Solicitation. Notwithstanding the foregoing, Steel shall not be required to reimburse any party for (i) out-of-pocket expenses incurred by a party in the aggregate in excess of $250 without Steel’s prior written approval; (ii) the value of the time of any party; (iii) legal fees incurred without Steel’s prior written approval; or (iv) the costs of any counsel, other than Olshan, employed in connection with any pending or threatened litigation without Steel’s prior written approval.

5. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of EnPro, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

6. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument, which may be sufficiently evidenced by one counterpart.

7. In the event of any dispute arising out of the provisions of this Agreement, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

8. Any party hereto may terminate his obligations under this Agreement at any time on 24 hours’ written notice to all other parties, with a copy by fax to Steven Wolosky at Olshan, Fax No. (212) 451-2222.

9. Each party acknowledges that Olshan shall act as counsel for both the Group and Steel.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

	STEEL PARTNERS II, L.P.

	By:	Steel Partners II GP LLC General Partner

	By:	/s/ Warren G. Lichtenstein
		Name: Warren G. Lichtenstein Title: Managing Member

	STEEL PARTNERS II GP LLC

	By:	/s/ Warren G. Lichtenstein
		Name: Warren G. Lichtenstein Title: Managing Member

	STEEL PARTNERS II MASTER FUND L.P.

	By:	Steel Partners II GP LLC General Partner

	By:	/s/ Warren G. Lichtenstein
		Name: Warren G. Lichtenstein Title: Managing Member

	STEEL PARTNERS LLC

	By:	/s/ Warren G. Lichtenstein
		Name: Warren G. Lichtenstein Title: Manager

	/s/ Warren G. Lichtenstein
	WARREN G. LICHTENSTEIN

	/s/ James R. Henderson
	JAMES R. HENDERSON

	/s/ John J. Quicke
	JOHN J. QUICKE

	/s/ Don Defosset
	DON DEFOSSET

	/s/ Kevin C. King
	KEVIN C. KING

	/s/ Delyle Bloomquist
	DELYLE BLOOMQUIST

EX-99.3 4 ex993sc13da1601874088_013008.htm ex993sc13da1601874088_013008.htm

Exhibit 99.3

STEEL PARTNERS II, L.P.

590 Madison Avenue, 32nd Floor

New York, New York 10022

January 30, 2008

Re: EnPro Industries, Inc.

Dear Mr. _______:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of EnPro Industries, Inc. (“EnPro”) in connection with the proxy solicitation or consent solicitation that Steel Partners II, L.P. (“Steel”) and its affiliates are considering undertaking to elect directors (the “Steel Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to EnPro and all of its stockholders. This letter will set forth the terms of our agreement.

Steel agrees to indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Steel Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your own criminal actions, fraud, negligence, bad faith or willful misconduct; provided further, that this indemnification agreement and all of Steel’s obligations hereunder shall terminate upon your becoming a director of EnPro to the extent you are indemnified by EnPro for any claims that may arise from the Steel Solicitation and any related transactions under EnPro’s directors and officers liability policy or indemnification provisions contained in EnPro’s organizational documents and/or under applicable state law. This indemnification will include any and all (each, a “Loss”) losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Steel Solicitation and any related transactions.

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give Steel written notice of such claim or Loss. Upon receipt of such written notice, Steel will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein. Steel may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim. Steel will not be responsible for fees, costs or expenses of separate counsel retained by you. You may not enter into any settlement of loss or claim without the written consent of Steel, which consent will not be unreasonably withheld.

Page -2-

If you agree to the foregoing terms, please sign below to indicate your acceptance.

	Very truly yours,

	STEEL PARTNERS II, L.P.

	By:	Steel Partners II GP LLC
		General Partner

	By:	/s/ Warren G. Lichtenstein
		Warren G. Lichtenstein
		Managing Member

ACCEPTED AND AGREED: