-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VyRwzDeur7NAV1e0kRVy5LL1Wq3vDYxPjtW2lGm0iIG53PoO0AnU6zOVa8evhEPO N2QmPexmnrOZw+nwZGkr2g== 0000921895-05-001042.txt : 20050630 0000921895-05-001042.hdr.sgml : 20050630 20050630174021 ACCESSION NUMBER: 0000921895-05-001042 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050628 FILED AS OF DATE: 20050630 DATE AS OF CHANGE: 20050630 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WEBFINANCIAL CORP CENTRAL INDEX KEY: 0000085149 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS BUSINESS CREDIT INSTITUTION [6159] IRS NUMBER: 562043000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 150 EAST 52ND STREET 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128131500 MAIL ADDRESS: STREET 1: 150 EAST 52ND ST STREET 2: 21ST FL CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: ROSES HOLDINGS INC DATE OF NAME CHANGE: 19970826 FORMER COMPANY: FORMER CONFORMED NAME: ROSES STORES INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II LP CENTRAL INDEX KEY: 0000915653 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-00631 FILM NUMBER: 05929691 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: NY STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: STEEL PARTNERS II L P DATE OF NAME CHANGE: 19950627 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LICHTENSTEIN WARREN G CENTRAL INDEX KEY: 0001005784 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-00631 FILM NUMBER: 05929690 BUSINESS ADDRESS: STREET 1: C/O STEEL PARTNERS L P STREET 2: 32ND FLOOR 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127583232 MAIL ADDRESS: STREET 1: C/O STEEL PARTNERS L P STREET 2: 750 LEXINGTON AVENUE 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEEL PARTNERS LLC CENTRAL INDEX KEY: 0001262861 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-00631 FILM NUMBER: 05929689 BUSINESS ADDRESS: STREET 1: 500 MADISON AVE STREET 2: 32ND FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127583232 MAIL ADDRESS: STREET 1: 500 MADISON AVE STREET 2: 32ND FL CITY: NEW YORK STATE: NY ZIP: 10022 4 1 ste13.xml X0202 4 2005-06-28 0 0000085149 WEBFINANCIAL CORP WEFN 0000915653 STEEL PARTNERS II LP 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001005784 LICHTENSTEIN WARREN G C/O STEEL PARTNERS II, L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 1 1 1 0 Chief Executive Officer 0001262861 STEEL PARTNERS LLC C/O STEEL PARTNERS II, L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, $.001 par value 2005-06-28 4 P 0 500 10.8800 A 1521709 D Common Stock, $.001 par value 2005-06-29 4 P 0 25 10.8800 A 1521734 D This Form 4 is filed jointly by Warren G. Lichtenstein, Steel Partners, L.L.C. ("Steel LLC") and Steel Partners II, L.P. ("Steel LP"). Mr. Lichtenstein is Chairman and Chief Executive Officer of the Issuer. Mr. Lichtenstein and Steel LLC are deemed to be 10% owners of the Issuer and Steel LP is a 10% owner of the Issuer. The securities reported in this Form 4 are owned directly by Steel LP, and owned indirectly by Steel LLC by virtue of it being the general partner of Steel LP and by Mr. Lichtenstein by virtue of his position as the sole executive officer and managing member of Steel LLC. Steel LLC and Mr. Lichtenstein disclaim beneficial ownership of the shares owned by Steel LP except to the extent of their pecuniary interest therein. By: Steel Partners II, L.P., By: Steel Partners, L.L.C., General Partner, By: Warren G. Lichtenstein, Managing Member, By: /s/ Steven Wolosky, Attorney in Fact 2005-06-30 By: By: /s/ Steven Wolosky, Attorney in Fact 2005-06-30 By: Steel Partners, L.L.C., By: Warren G. Lichtenstein, Managing Member, By: /s/ Steven Wolosky, Attorney in Fact 2005-06-30 EX-24 2 ex24101874.htm POWER OF ATTORNEY sec document 


                                                                    Exhibit 24.1


                                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:

     1.   execute  for and on  behalf  of the  undersigned  all Forms 3, 4 and 5
required to be filed under Section 16(a) of the Securities  Exchange Act of 1934
and the rules thereunder;

     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 Form 3, 4,
or 5, complete and execute any amendment or amendments thereto,  and timely file
such form with the United  States  Securities  and Exchange  Commission  and any
stock exchange or similar authority; and

     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  Section  16  of  the
Securities Exchange Act of 1934.

     This Power of  Attorney  shall  remain in full  force and effect  until the
undersigned  is no  longer  required  to file  Forms 3, 4, and 5 unless  earlier
revoked  by the  undersigned  in a signed  writing  delivered  to the  foregoing
attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 20th day of September, 2002.


                                         STEEL PARTNERS II, L.P.
                                         By: Steel Partners, L.L.C.
                                             General Partner

                                         By: /s/ Warren G. Lichtenstein
                                             --------------------------------
                                              Warren G. Lichtenstein,
                                              Chief Executive Officer
EX-24 3 ex24201874.htm POWER OF ATTORNEY sec document 
                                                                    Exhibit 24.2



                                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:

     1.   execute  for and on  behalf  of the  undersigned  all Forms 3, 4 and 5
required to be filed under Section 16(a) of the Securities  Exchange Act of 1934
and the rules thereunder;

     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 Form 3, 4,
or 5, complete and execute any amendment or amendments thereto,  and timely file
such form with the United  States  Securities  and Exchange  Commission  and any
stock exchange or similar authority; and

     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  Section  16  of  the
Securities Exchange Act of 1934.

     This Power of  Attorney  shall  remain in full  force and effect  until the
undersigned  is no  longer  required  to file  Forms 3, 4, and 5 unless  earlier
revoked  by the  undersigned  in a signed  writing  delivered  to the  foregoing
attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13th day of November, 2003.


                                            STEEL PARTNERS, L.L.C.



                                            By:  /s/ Warren G. Lichtenstein
                                                -------------------------------
                                                 Warren G. Lichtenstein,
                                                 Managing Member
EX-24 4 ex24301874.htm POWER OF ATTORNEY sec document 
                                                                    Exhibit 24.3


                                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:

     1.   execute  for and on  behalf  of the  undersigned  all Forms 3, 4 and 5
required to be filed under Section 16(a) of the Securities  Exchange Act of 1934
and the rules thereunder;

     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 Form 3, 4,
or 5, complete and execute any amendment or amendments thereto,  and timely file
such form with the United  States  Securities  and Exchange  Commission  and any
stock exchange or similar authority; and

     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  Section  16  of  the
Securities Exchange Act of 1934.

     This Power of  Attorney  shall  remain in full  force and effect  until the
undersigned  is no  longer  required  to file  Forms 3, 4, and 5 unless  earlier
revoked  by the  undersigned  in a signed  writing  delivered  to the  foregoing
attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 20th day of September, 2002.


                                     /s/ Warren G. Lichtenstein
                                     --------------------------
                                     WARREN G. LICHTENSTEIN
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