sc13da1801874088_4112008.htm

0000921895-08-001094.txt : 20080414 0000921895-08-001094.hdr.sgml : 20080414 20080411203354 ACCESSION NUMBER: 0000921895-08-001094 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080414 DATE AS OF CHANGE: 20080411 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: 08753384 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 sc13da1801874088_4112008.htm sc13da1801874088_4112008.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. 18)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)

April 11, 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) 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 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) 11.1%
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) 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 2,433,838
	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) 11.1%
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) 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 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) 11.1%
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) 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 2,433,838
	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) 11.1%
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) 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 2,433,838
	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) 11.1%
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) 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		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 29355X107

1	NAME OF REPORTING PERSON JOHN J. QUICKE
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		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 29355X107

1	NAME OF REPORTING PERSON DON DEFOSSET
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		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 29355X107

1	NAME OF REPORTING PERSON KEVIN C. KING
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		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 29355X107

1	NAME OF REPORTING PERSON DELYLE BLOOMQUIST
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		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 29355X107

The following constitutes Amendment No. 18 (“Amendment No. 18”) to the Schedule 13D filed by the undersigned. This Amendment No. 18 amends the Schedule 13D as specifically set forth.

Item 2.

Identity and Background.

Item 2 is hereby amended to add the following:

In connection with the Settlement Agreement described and defined in Item 4, Steel Partners II has withdrawn its nomination of James R. Henderson, John J. Quicke, Don DeFosset, Kevin C. King and Delyle Bloomquist for election as directors at the 2008 annual meeting of shareholders of the Issuer (the “2008 Annual Meeting”) and has terminated its solicitation of proxies with respect to the 2008 Annual Meeting. Accordingly, Messrs. Henderson, Quicke, DeFosset, King and Bloomquist are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Statement. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer, to the extent required by applicable law.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On April 11, 2008, the Reporting Persons entered into a Settlement Agreement with the Issuer (the “Settlement Agreement”) pursuant to which, among other things, Steel Partners II has withdrawn its nomination of James R. Henderson, John J. Quicke, Don DeFosset, Kevin C. King and Delyle Bloomquist for election as directors at the 2008 Annual Meeting and has terminated its solicitation of proxies with respect to the 2008 Annual Meeting. Under the terms of the Settlement Agreement, the Issuer’s Board of Directors has approved the expansion of the Board to nine members from eight and the addition of Don DeFosset to the Board effective at the close of business on the second business day following completion of the 2008 Annual Meeting. The Issuer also agreed to submit and support for shareholder approval at the 2008 Annual Meeting an amendment to the Issuer’s Restated Articles of Incorporation (the “Charter”) that would repeal the Charter’s classified board provision. The provision currently calls for the Board of Directors of the Issuer to be separated into three classes with staggered three-year terms if it is expanded to nine or more members. If the Issuer’s proposal is approved at the 2008 Annual Meeting, all directors will continue to stand for election annually. If the proposal is not approved at the 2008 Annual Meeting, the Board of Directors will become classified and the Issuer will submit and support the same proposal again at its 2009 annual meeting of shareholders. Steel Partners II has agreed to vote in favor of the election of each of the Issuer’s nominees at the 2008 Annual Meeting and, with respect to every other proposal submitted to the Issuer’s shareholders at the 2008 Annual Meeting, in accordance with the Board’s recommendation.

The foregoing description of the Settlement Agreement is not complete and is qualified in its entirety by reference to its full text. A copy of the Settlement Agreement is filed as an exhibit 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) The aggregate percentage of Shares reported owned by each person named herein is based upon 21,834,530 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 25, 2008.

CUSIP NO. 29355X107

As of the close of business on the date hereof, Steel Partners II beneficially owned 2,433,838 Shares, constituting approximately 11.1% 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.

None of Messrs. Henderson, Quicke, DeFosset, King and Bloomquist directly owns any Shares.

Item 6.

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

Item 6 is hereby amended to add the following:

On April 11, 2008, the Reporting Persons entered into the Settlement Agreement as discussed in further detail in Item 4.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1

Settlement 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, Kevin C. King, Don DeFosset, Delyle Bloomquist and EnPro Industries, Inc. dated April 11, 2008 (including Joint Press Release).

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: April 11, 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

CUSIP NO. 29355X107

	/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 ex991to13da1801874088_41108.htm SETTLEMENT AGREEMENT ex991to13da1801874088_41108.htm

Exhibit 99.1

EXECUTION VERSION

SETTLEMENT AGREEMENT, dated this 11th day of April, 2008 (this “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, Kevin C. King, Don DeFosset and Delyle Bloomquist (the foregoing individuals and entities being collectively referred to herein as the “Steel Partners Group”), and EnPro Industries, Inc., a North Carolina corporation (the “Company”).

WHEREAS, the Steel Partners Group (i) is engaged in a solicitation of proxies for the election of an opposition slate of nominees (the “Contested Election”) to the Company’s Board of Directors (the “Board”) at the 2008 annual meeting of shareholders of the Company (the “2008 Annual Meeting”) and (ii) has taken certain actions in furtherance thereof, including but not limited to filing a definitive proxy statement with the United States Securities and Exchange Commission (the “SEC”) on March 26, 2008 (the “Steel Partners Group Proxy Statement”) and, in the letter dated as of February 12, 2008 and other communications related thereto, requesting to inspect certain of the Company’s books and records pursuant to Section 55-16-02 of the North Carolina Business Corporation Act (such letter and related requests, the “Demand”); and

WHEREAS, the Company and the members of the Steel Partners Group have determined that the interests of the Company and its shareholders would be best served at this time by, among other things, avoiding the Contested Election and the substantial expense and disruption that may result therefrom.

NOW, THEREFORE, in consideration of the foregoing premises and the respective representations, warranties and agreements hereinafter set forth, and, intending to be legally bound hereby, the parties hereby agree as follows:

Section 1.

Board Composition; Charter Amendment; Recommendation; Revised Proxy Statement.

(a) The Company and the Steel Partners Group agree that there shall be 8 nominees to the Board for election at the 2008 Annual Meeting. Such nominees shall be William R. Holland, Stephen E. Macadam, J.P. Bolduc, Peter C. Browning, Joe T. Ford, Gordon D. Harnett, David L. Hauser and Wilbur J. Prezzano, Jr. (the “Nominees”). If any of such individuals shall be unwilling or unable to serve as directors, the Board may nominate such substitute nominees as it deems appropriate in its sole discretion (any such substitute nominee shall also be referred to as a Nominee for purposes of this Agreement). The Board shall recommend at the 2008 Annual Meeting that the shareholders of the Company vote to elect the Nominees as directors of the Company.

(b) The Board has taken all action necessary to provide that, effective at the close of business on the second business day following the completion of the 2008 Annual Meeting (the “Vacancy Date”), the size of the Board shall be reset from eight (8) to nine (9) directors and, subject to Section 3(b), Don DeFosset shall be appointed to fill the vacancy created by such increase in the size of the Board. Other than as provided in this Section 1(b), the Board will not increase the size of the Board prior to the annual meeting of Company shareholders in 2009 (the “2009 Annual Meeting”).

(c) The Company shall submit a proposal (the “Article 5 Proposal”) to its shareholders at the 2008 Annual Meeting to amend and restate Article 5(a) and 5(b) of the Company’s Restated Articles of Incorporation as follows:

“(a) The number of the directors of the Corporation shall be not less than five (5) nor more than eleven (11). The number of directors of the Corporation may be increased or decreased, from time to time, within the range above specified, by the Board of Directors and by the shareholders by a majority of the votes then entitled to be cast for the election of directors; provided, however, that the tenure of office of a director shall not be affected by any decrease in the number of directors so made by the Board of Directors or the shareholders.

(b) (i) Those persons who receive the highest number of votes at a shareholders meeting at which a quorum is present shall be deemed to have been elected.

(ii) A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

(iii) Notwithstanding the foregoing, whenever the holders of any one or more classes or series of preferred shares issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of shareholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of these Articles of Incorporation or the resolution or resolutions adopted by the Board of Directors pursuant to Article 2(b) of these Articles of Incorporation applicable thereto.”

The Board shall recommend in its Revised Proxy Statement (as hereinafter defined in Section 1(e)) and at the 2008 Annual Meeting that the shareholders of the Company vote to approve the Article 5 Proposal.

(d) The Company shall set a new record date of April 24, 2008 (the “Record Date”) and meeting date of June 9, 2008 (the “Meeting Date”) for the 2008 Annual Meeting; provided, however, that if the Company has not received the requisite number of votes necessary to approve the Article 5 Proposal by June 9, 2008, the Meeting Date will be adjourned (by keeping the polls open but for no other purpose) as reasonably necessary for up to thirty (30) days to allow the Company to solicit the additional votes necessary to approve the Article 5 Proposal.

(e) As promptly as practicable following the date hereof, the Company shall prepare and file with the SEC a revised proxy statement (the “Revised Proxy Statement”) that will replace the Company’s definitive proxy statement, dated as of March 25, 2008 (the “Existing Proxy Statement”). The Revised Proxy Statement will give effect to the foregoing items (a), (c) and (d) of this Section 1 and the Company shall mail the Revised Proxy Statement concurrently therewith as soon as practicable following the Record Date to the Company’s shareholders. Thereafter, the Company shall (i) solicit proxies in accordance with the Revised Proxy Statement, (ii) recommend that the shareholders of the Company vote all proxies pursuant to the Revised Proxy Statement and in accordance with the instructions specified in the related proxy card, (iii) use all reasonable efforts to obtain shareholder approval for all of the proposals submitted for shareholder action, including, but not limited to, employing the services of MacKenzie Partners, Inc. to assist in the solicitation of proxies and requesting the New York Stock Exchange (“NYSE”) to designate the Article 5 Proposal a “routine” proposal for purposes of NYSE Rule 452, and (iv) use all reasonable efforts to cause the current members of the Board and their “Affiliates” and “Associates” (as such terms are defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and including Persons who become Affiliates or Associates subsequent to the date hereof) to vote all shares of the Voting Securities (as hereinafter defined in Section 7) which they are entitled to vote at the 2008 Annual Meeting in favor of all of the proposals submitted for shareholder action. The Company agrees that the Revised Proxy Statement and any other solicitation materials to be delivered to shareholders in connection with the 2008 Annual Meeting shall be prepared in accordance with the terms of this Agreement. The proposals in the Existing Proxy Statement and the Article 5 Proposal shall be the only proposals included in the Revised Proxy Statement and submitted to shareholders at the 2008 Annual Meeting.

-2-

Section 2.

Contested Election; Voting; Steel Partners Group Schedule 13D; Proxy Statement and Demand Withdrawal.

(a) The Steel Partners Group shall promptly cease, and shall cause all of their Affiliates and Associates to cease, any and all efforts with respect to the Contested Election, except as hereinafter provided in this Section 2.

(b) The Steel Partners Group hereby irrevocably withdraws the nominations of James R. Henderson, John J. Quicke, Kevin C. King, Don DeFosset and Delyle Bloomquist and the related advance notice submitted to the Company on January 30, 2008.

(c) The Steel Partners Group and their Affiliates and Associates shall not make any objection to the election of each of the Nominees at the 2008 Annual Meeting or any other public statement inconsistent with the provisions of this Agreement. The Steel Partners Group and their Affiliates and Associates shall vote all shares of the Voting Securities which they are entitled to vote at the 2008 Annual Meeting (1) in favor of the election of each of the Nominees at the 2008 Annual Meeting and (2) with respect to every other proposal submitted to the Company’s shareholders at the 2008 Annual Meeting, in accordance with the Board’s recommendation.

(d) The Steel Partners Group shall promptly file an amendment to its Schedule 13D with respect to the Company (the “Schedule 13D”) reporting the entry into this Agreement, amending applicable items to conform to its obligations hereunder and appending this Agreement and the Press Release (as hereinafter defined in Section 6) as exhibits thereto.

(e) The Steel Partners Group shall promptly notify the SEC that it is terminating the Contested Election and the solicitation pursuant to the Steel Partners Group Proxy Statement.

(f) The Steel Partners Group hereby irrevocably withdraws its Demand, and shall promptly return to the Company all materials and summaries or duplicates thereof that have been delivered to the Steel Partners Group or its representatives prior to the date hereof in response to the Demand.

(g) The Steel Partners Group shall not vote or cause to be voted any proxies that may be received pursuant to the Contested Election.

Section 3. Additional Agreements.

(a) Charter Amendment. If the Article 5 Proposal is not approved by shareholders at the 2008 Annual Meeting:

(i) the Company shall submit the Article 5 Proposal at the 2009 Annual Meeting, and the Board shall recommend at the 2009 Annual Meeting that the shareholders of the Company vote to approve the Article 5 Proposal; if the Article 5 Proposal is approved at the 2009 Annual Meeting, the Company agrees to use all reasonable efforts to arrange for all directors of the Company to stand for election at the 2010 annual meeting of shareholders of the Company;

-3-

(ii) the Company shall have the same obligations as set forth in Section 1(e)(iii)-(iv) with respect to the solicitation of votes to approve the Article 5 Proposal at the 2009 Annual Meeting; and

(iii) the Board shall become classified as set forth in the Company’s Restated Articles of Incorporation and Mr. DeFosset shall be designated as a Class I director.

(b) Replacement Nominee. If, on or prior to the Vacancy Date, Mr. DeFosset becomes unable to serve as a director of the Company, the Steel Partners Group shall be entitled to nominate an individual reasonably deemed to be qualified by the Company to serve on the Board (such qualifications to be measured on a scale comparable to Mr. DeFosset’s qualifications); provided that such nominee cannot be a current or former employee of Steel Partners II, L.P. or an Affiliate or Associate of Steel Partners II, L.P. (a “Replacement Nominee”). If, after the Vacancy Date, Mr. DeFosset or a Replacement Nominee (i) resigns or is otherwise unable or unwilling to serve as a director of the Company or (ii) is removed by a vote of shareholders in accordance with the Company’s Restated Articles of Incorporation, the Steel Partners Group shall be entitled to nominate a Replacement Nominee. In the case of clause (i) of the prior sentence, the Board shall promptly appoint such nominee to the Board to serve for the remainder of Mr. DeFosset’s (or Replacement Nominee’s) term and, in the case of clause (ii) of the prior sentence, such nominee shall be submitted to a shareholder vote at the same meeting at which the shareholders take action to remove Mr. DeFosset (or Replacement Nominee) in accordance with the Company’s Restated Articles of Incorporation and the Board shall recommend the election of such nominee.

(c) Committee Participation. Promptly following the Vacancy Date and subject to applicable law and the New York Stock Exchange listing standards, the Board shall appoint Mr. DeFosset (or Replacement Nominee) to each of the Audit and Risk Management Committee, Compensation and Human Resources Committee, and Nominating and Corporate Governance Committee.

(d) Expenses. Immediately following the certification of the results of the votes taken at the 2008 Annual Meeting, the Company shall reimburse the Steel Partners Group for its reasonable, documented and actual out-of-pocket fees and expenses incurred by the Steel Partners Group prior to the date hereof in connection with the Contested Election and the negotiation of this Agreement and the preparation and filing of all filings with the SEC required hereunder, not to exceed $350,000 in the aggregate. All other fees and expenses incurred by each of the parties hereto in connection with the matters contemplated by this Agreement will be borne by such party.

Section 4. Representations and Warranties.

(a) The members of the Steel Partners Group jointly and severally represent and warrant as follows:

(i) Each member of the Steel Partners Group has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby.

(ii) This Agreement has been duly and validly authorized, executed and delivered by each member of the Steel Partners Group, constitutes a valid and binding obligation and agreement of each such member and is enforceable against each such member in accordance with its terms.

(iii) The members of the Steel Partners Group, together with their Affiliates and Associates, beneficially own, directly or indirectly, an aggregate of 2,433,838 shares of Common Stock as set forth by beneficial owner and amount on Exhibit A hereto and such shares of Common Stock constitute all of the Voting Securities of the Company beneficially owned by the members of the Steel Partners Group and their Affiliates and Associates.

-4-

(b) The Company hereby represents and warrants as follows:

(i) The Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby.

(ii) This Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms.

Section 5. Specific Performance. Each of the members of the Steel Partners Group, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other party hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with its specific terms or was otherwise breached and that such injury would not be adequately compensable in damages. It is accordingly agreed that the members of the Steel Partners Group, on the one hand, and the Company, on the other hand, shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof and the other party hereto will not take any action, directly or indirectly, in opposition to the party seeking relief on the grounds that any other remedy or relief is available at law or in equity.

Section 6. Press Release and Other Public Disclosures. Immediately following the execution and delivery of this Agreement, the Company and the Steel Partners Group shall issue the joint press release attached hereto as Exhibit B (the “Press Release”). None of the parties hereto will make any public statements (including in any filing with the SEC or any other regulatory or governmental agency, including any stock exchange) that are inconsistent with, or otherwise contrary to, the statements in the Press Release issued pursuant to this Section 6.

Section 7. Certain Definitions. As used in this Agreement, (a) the term “Person” shall mean any individual, partnership, corporation, group, syndicate, trust, government or agency thereof, or any other association or entity; (b) the term “Voting Securities” shall mean the Common Stock and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for Common Stock or other securities, whether or not subject to the passage of time or other contingencies; and (c) the term “Common Stock” shall mean the common stock of the Company, par value $0.01 per share.

Section 8. No Waiver. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

Section 9. Successors and Assigns. All the terms and provisions of this Agreement shall inure to the benefit of and shall be enforceable by the successors and assigns of the parties hereto.

-5-

Section 10. Entire Agreement; Amendments. This Agreement contains the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or other undertakings other than those expressly set forth in this Agreement. This Agreement may be amended only by a written instrument duly executed by the parties or their respective successors or assigns.

Section 11. Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 12. Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), (b) upon sending if sent by electronic mail or facsimile, with electronic confirmation of sending, provided, however, that a copy is sent on the same day by registered mail, return receipt requested, in each case to the appropriate mailing and electronic mail or facsimile addresses set forth below, (c) one (1) day after being sent by nationally recognized overnight carrier to the addresses set forth below or (d) when actually delivered if sent by any other method that results in delivery (with written confirmation of receipt):

If to the Company:

EnPro Industries, Inc.

5605 Carnegie Boulevard, Suite 500

Charlotte, North Carolina 28209

Attn: Richard L. Magee, Esq.

Facsimile: (704) 731-1511

with a copy to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attn: Elliott V. Stein, Esq.

David E. Shapiro, Esq.

Facsimile: (212) 403-2327

If to the Steel Partners Group:

Steel Partners II, L.P.

590 Madison Avenue

32nd Floor

New York, New York 10022

Attn: Warren G. Lichtenstein

Facsimile: (212) 520-2321

with a copy to:

Olshan Grundman Frome Rosenzweig & Wolosky LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

Attn: Steven Wolosky, Esq.

Facsimile: (212) 451-2222

-6-

in each case, or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

Section 13. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without reference to the conflict of laws principles thereof, except to the extent that the North Carolina Business Corporation Act applies.

Section 14. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same Agreement.

Section 15. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination, the parties shall negotiate in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

[Remainder of page intentionally left blank.]

-7-

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

ENPRO INDUSTRIES, INC.

By:	/s/ William Dries
	Name: William Dries
	Title: Senior Vice President and CFO

By:	/s/ J. Milton Childress
	Name: J. Milton Childress
	Title: Vice President

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

[Settlement Agreement Signature Page]


/s/ John J. Quicke
JOHN J. QUICKE

/s/ Don DeFosset
DON DEFOSSET

/s/ Kevin C. King
KEVIN C. KING

/s/ Delyle Bloomquist
DELYLE BLOOMQUIST

[Settlement Agreement Signature Page]

EXHIBIT A

Beneficial Owner	Amount

Steel Partners II, L.P.	2,433,838

No other member of the Steel Partners Group directly owns any shares of Common Stock. As a member of a “group” for purposes of Section 13(d)(3) of the Exchange Act, each other member of the Steel Partners Group may be deemed to beneficially own the shares of Common Stock directly owned by Steel Partners II, L.P.

EXHIBIT B

News Release

EnPro Industries

5605 Carnegie Boulevard

Charlotte, North Carolina 28209-4674

Phone: 704 731 1500

Fax: 704-731-1511

www.enproindustries.com

ENPRO INDUSTRIES AND STEEL PARTNERS

AGREE TO SETTLE ELECTION CONTEST

CHARLOTTE, NC and NEW YORK - April 11, 2008 – EnPro Industries, Inc. (NYSE: NPO) and Steel Partners II, L.P. announced today that they have entered into an agreement to settle the contested election of directors at the upcoming 2008 annual meeting of EnPro shareholders.

Under the terms of the agreement, EnPro’s board of directors has approved the expansion of the board to nine members from eight and the addition of Don DeFosset, the former chairman, president and chief executive officer of Walter Industries, Inc., to the board following the company’s 2008 annual meeting. EnPro also has agreed to submit for shareholder approval at the meeting an amendment to the company’s charter that would repeal the charter’s classified board provision. The provision currently calls for the board to be separated into three classes with staggered three-year terms if it is expanded to nine or more members. If the company’s proposal is approved at the 2008 annual meeting, all directors will continue to stand for election annually. If the proposal is not approved at the 2008 annual meeting, EnPro will submit and support the same proposal again at its 2009 annual meeting.

William R. Holland, chairman of the board of directors of EnPro, stated, "We are pleased to have reached this settlement with Steel Partners, and we look forward to working with Don DeFosset as our newest board member. Our company has delivered significant increases in value over the past six years, and we are committed to continuing to do so in the future to the benefit of all shareholders.”

Warren Lichtenstein, managing member of Steel Partners, added, "We believe the settlement will benefit all shareholders and give EnPro's new CEO and the Board an opportunity to continue to create value going forward."

In connection with the settlement, EnPro has rescheduled its 2008 Annual Meeting to June 9, 2008 from April 30, 2008. Shareholders of record as of April 24 will be entitled to vote at the 2008 Annual Meeting.

About EnPro

EnPro Industries, Inc. is a leader in sealing products, metal polymer and filament wound bearings, compressor systems and components, diesel and dual- fuel engines and other engineered products for use in critical applications by industries worldwide. For more information about EnPro, visit the company's website at http://www.enproindustries.com.

About Steel Partners II, L.P.

Steel Partners II, L.P. is a long-term relationship/active value investor that seeks to work with the management of its portfolio companies to increase corporate value for all stakeholders and shareholders.

Additional Information Concerning Proxy Materials

EnPro will file a new proxy statement in connection with its 2008 annual meeting of shareholders. EnPro shareholders are strongly advised to read the new proxy statement and the accompanying proxy card when they become available, as they will contain important information. Shareholders will be able to obtain this proxy statement, any amendments or supplements to the proxy statement and other documents filed by EnPro with the Securities and Exchange Commission for free at the Internet website maintained by the Securities and Exchange Commission at http://www.sec.gov. Copies of the proxy statement and any amendments and supplements to the proxy statement will also be available for free at EnPro’s website, http://www.enproindustries.com, or by writing to EnPro Industries, Inc., 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina 28209, Attention: Corporate Secretary. EnPro and its directors, director nominees and executive officers may be deemed to be participants in the solicitation of proxies for EnPro’s 2008 annual meeting, and detailed information regarding the names, affiliations and interests of these individuals is available in EnPro’s proxy statement filed with the Securities and Exchange Commission on March 25, 2008, as supplemented by EnPro’s Schedule 14A filed with the Securities and Exchange Commission on April 2, 2008.

EnPro Investors Contact:	Don Washington
	Director, Investor Relations and
	Corporate Communications
	704-731-1527
	don.washington@enproindustries.com

EnPro Media Contact:	Tammie McGee
	Manager, Corporate Communications
	704-731-1548
	tammie.mcgee@enproindustries.com

Steel Partners Contact:	Jason Booth
	Vice President, Communications
	310-941-3616
	Jason@steelpartners.com

GRAPHIC 3 enpro-logo.jpg begin 644 enpro-logo.jpg M_]C_X``02D9)1@`!``$`8`!@``#__@`?3$5!1"!496-H;F]L;V=I97,@26YC M+B!6,2XP,0#_VP"$``@%!@<&!0@'!@<)"`@)#!0-#`L+#!@1$@X4'1D>'AP9 M'!L@)"XG("(K(AL<*#8H*R\Q,S0S'R8X/#@R/"XR,S$!"`D)#`H,%PT-%S$A M'"$Q,3$Q,3$Q,3$Q,3$Q,3$Q,3$Q,3$Q,3$Q,3$Q,3$Q,3$Q,3$Q,3$Q,3$Q M,3$Q,3$Q,?_$`:(```$%`0$!`0$!```````````!`@,$!08'"`D*"P$``P$! M`0$!`0$!`0````````$"`P0%!@<("0H+$``"`0,#`@0#!04$!````7T!`@,` M!!$%$B$Q008346$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I M*C0U-CH.$A8:' MB(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7 MV-G:X>+CY.7FY^CIZO'R\_3U]O?X^?H1``(!`@0$`P0'!00$``$"=P`!`@,1 M!`4A,08205$'87$3(C*!"!1"D:&QP0DC,U+P%6)RT0H6)#3A)?$7&!D:)BH*#A(6& MAXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76 MU]C9VN+CY.7FY^CIZO+S]/7V]_CY^O_``!$(`%L`G`,!$0`"$0$#$0'_V@`, M`P$``A$#$0`_`/?Z`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`" M@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`/'G_: M.\)K*RC3=99`^-PBBY7'7'F>O;TY]J`&#]I#PM@9TG60<+G$<77/S?Q]AT]? M:@#<\$_&C0O&/B.WT33=-U.*>=9&\R9(PB!02"<.3R!Z<$@<]:`/2*`"@`H` MX[XC_$?2?A\=._M>UO;@7YDV?951MH0+G.YAW=?U].0#EM)^/^@ZMJ-KIVGZ M'K4]Y=.D442I"-SL<$9,@``]3@>N!S0!ZRA+*"5*DC.T]1[<4`+0`4`%`!0` M4`%`!0`4`%`!0!@?$/5?[$\"ZYJ*S_9Y(+*7R9!G*RE2(\8[[BHH`^/?`'AX M^*O&6E:)EQ'=S@2E&"LL8!:0@GC(56(Z\]C0![^?V'QJFM`G[O[V+CCO M^[YY^E`'3?#_`.$V@^`]9FU32+O4IIYK&]0ET_4=7!O M("1)#!"\A0@$X)`V@Y&,9R"1G')`!M>$_%^@>+[::X\.:C'>I;N$E`5D9"1D M95@#@\X.,'!]#0!\_?M%-<>)/BQ9:#I$4ES=P6T5L(1@9EDT#X%W]JOB;3[G4?$=]:B=Y+?8R6<;/MV)DC+85R3[`#@DT`>X^# M?%%IXI\)VGB&WC>TMKA'8K.0#'L9E;)!QC*GGT].E`%33/'>CZE9ZWJ5K(7T M;1G,"=7%T;3655;.V^U3M-#) M$$3<%/+*`3N91@9R6&,T`-T#XM^"M>UB'2M.U?-U.VV$2P21K(V6X!8`9.`0 M#C.X`<\``Z+Q)XDT;PO8?;=>U&"Q@Z*9#\SGT51RQ]@#0!QS_'/P`LFQ=7F9 MRSE]2NHH0H<`@*?,+8()(R@'&.6' M/8@'SKX'\.>*==U!YO!UM=/=V.UVFMYA"8=QVCYR1@GGOG`)Z`T`=P/!?QL! M""77!@J@_P")RN!@;A_RUZ#L>F?>@#W?X666J:+\/K)?%<#GOF@#Y1T.SOO'/Q!AA5REWJ]^99)%0-Y>YB[OMXSM&YL<= M*`/2/CG\+]$\'^&HM;LK_5+J_N;\1RO>S+*92ZN[,2%!W97.<^OK0!I_LE64 MX;Q#?M$ZVY$,*2%1M9AO+`'&<@%<@$?>&0>,`'L^D^%],TS7M3UR&`/J>IL/ M.N')9@@`"HN2=JX4$@=3[!0`#SOXT>#?`\EZWB3QMKVJVLDD8B@MH)HSN"#[ MD:%">IR><`MDD9H`\5\7?$*XO]$A\+^'5ETSPQ9C9%;LP,UP`2=\S#J6)+%1 M\H)[X!H`[SQ%I4W@?]FN'3[VVF@OMXC8X,3,=X!!&1\D*`KP0Q/TH`YW MX%?#6Q\>-JL^L75Y!9V8C14MB%,KMD\L0>%"CC'.X7&^\%L`@%@H'7&3UQS0!4^.?B2]\3_$>^M-\K6VFS MM96MOGA2IVN0/5G!YZXVCL*`/2-9^`?AO1_!%]?W-_J+ZC96$EP\BRIY7FI& M6.%V9V9'3.<=Z`/-/V?E<_%S0_+XV^>22N0!Y$F?\/QH`^P*`"@`H`*`/G/] MK+5!)K6A:2JL&M[>2Y8YX;S&"@8]O*;\Z`.0^$'Q-A^'4>IA](?4'U`Q,?LOZ/\`;_B%+J,D4ICTRT=UD4?(LKX0!C[JTA`_ MV?:@#WWQSX&T_P`;RZ;'K5Q@>$K&6RMKZ[B M@EO9PK3JC,`Q1.44@;N6W#V%`&_JOP#\/:O?27NJ:[XCO+J3[TL]U$['T&3' MT]J`-+PK\%?!GAN\6[2SFU*XC.Z-[]Q($//(0`*>O<'!`(Q0!YW^UGJD;ZAH M&DHSB2&*6YD7^$ARJH?K\C_G0!W/[->F#3_A=;7`D+'4;F:Y*D8V8;RL>_$0 M/XT`>G4`?#F@ZV+3QUI^O:H"1#J4=Y<"*-5)Q*';:HP!WP.!]*`/![_2O"^HR7=Y?!8"5ADB"1DG>0SN0SD-V*A5'TD_,`^C*`"@`H`*`."\:_"/P_P",]<;5M9NM3\\Q MK$J13J$15Z!05.!DD_4F@#&@_9Z\%13QR.^J3*C!C&]RH5P#T.%!P?8@^]`` M/V>O!0@:,OJA9F5A(;E=R@`Y`^7&#D9R,_*,$ M)_#!\0/$6U[6],CB&!'IMT+<,?4D+N/TSCCIUR`,;P7H[>#(_"C),=+1$1E\ MTAY`KASN8<_,0=V,=3C%`'.^$?@SX9\)^(;76],FU%KJUW[!-,K)\R,AR`H[ M,>]`'H=`!0!POCGX3^'O&VLIJFL3:@EPD*P@03@+M!)'#*/3`_'-`'6:# MI-KH6BV6E6"E;:RA6&/.,D`8R<``D]2>Y)H`O4`>=^*_@IX.\27\M_+!=V%W M<2-+/+:3X\UF.22'#*.222>:`+=`!0`4`%`'$?"^: M&T^'[^(+^.*S.I2W6KW;(V]0))&<-P3TC"#'48P>:5-X:U2PFUMAI=G)--;%&DF&P!MDCE>"QZ M8P/O`D8`.OUC6++PY'I5NUM)LOKN/3[:.V1<1LP)&1D`*`AZ=AP*`)=4URUT MS4M*T^59)+G59FA@2,#C:C.S-DCY0%[9.2,`T`5M<\2Q:5JMGI4&GWNJ:A=Q MO,MO9^5N2-,`NYD=0JY8`$GD\"@`T+Q#+J.H3:?>Z+J&E7D$$<[+<"-XV5BR M_+)&[+D%#P<''..N`#G$\6ZW-\1]5L+/1=3N],TNTCBFMXC:*?M#NS+*&>4$ MJ8P,#.1GE0<4`=+XA\26V@6=A/>VURTFH745G#!&$+^;)T4Y8+Q@Y.<<=Z`* MVC^*Q?>(6T*]T?4-*OQ:M>*MP875X@X3(:-VYR1P?UH`F\.7VEZMJ>M7VGPS M+,'O_.DT#P_J>L6D4QA%W`]O'#* M5.'V&2568`[AD#:2IP<5P M".>6>:T>V@2!-[M++^[C``Z_,ZT`9OC:R.D?"M]!TY6 M:26UAT>V0RKN8R;8!\Q&#@-D\#(!^[U`!/\`$VV+^"CHUB);5-2N+;30UM%D M0122HC$@8PNPL/3D#O0!#\3Y+6"3PM<:HS1:9;ZW%+<3!L"(K'(8B_&`GF;, ML2,<>O`!4UW5['Q3XK\'6&FQOJ6G?:9=3DNHT?R5\F)A&1)PK8ED7(!.&4`X MZ4`6O&^H6NF^,?#%YK%VNGZ7:+=SFYEC'EM/Y81(S)_`2CS,`&[OQC< MV6NZA=^%-1TZ*-+758KG[,UY#)@L@9EVLBOMR#G!#'@!J`-CX;2ZG/+K$LVJ M7NIZ+YL*:7<7T/ES2H(5+OG8FY"S`*V.=K'G.2`8WACQ,EMJOB58(H]2U^\\ M0&%K.)622&W4I`DDA"'$:I&7W`$?,!D%J`.@\213W_CWPM9+L-K9BZU*99(\ MAF1%ACVG&,@W!/7C&?2@#J9'2*-I)75$0%F9C@*!U)-`'&>!X]7B^%B7<)6; M6=0M[C48P#A3-.7F1?FP%Y=01P,Y^M`')>$+GPE9>#M+@M]=UF;4(K.-GTC3 MKV