sec document

-----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, PNIo8i+n7+solrcXSqm0tn6LQELQUNCCzrbKJlaLufVEaGxwF4MPNlbCgWc8jGPe c/v/aHeM5SH23+EST0RZxA== 0000921895-06-002552.txt : 20061213 0000921895-06-002552.hdr.sgml : 20061213 20061213114216 ACCESSION NUMBER: 0000921895-06-002552 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061213 DATE AS OF CHANGE: 20061213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LAYNE CHRISTENSEN CO CENTRAL INDEX KEY: 0000888504 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 480920712 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43628 FILM NUMBER: 061273367 BUSINESS ADDRESS: STREET 1: 1900 SHAWNEE MISSION PKWY CITY: MISSION WOODS STATE: KS ZIP: 66205-2001 BUSINESS PHONE: 9133620510 MAIL ADDRESS: STREET 1: 1900 SHAWNEE MISSION PKWY CITY: MISSION WOODS STATE: KS ZIP: 66205-2001 FORMER COMPANY: FORMER CONFORMED NAME: LAYNE INC DATE OF NAME CHANGE: 19930328 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 sc13da1201874089_12082006.htm sec document

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 --------------

                                  SCHEDULE 13D
                                 (RULE 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                             (Amendment No. 12)(1)

                            Layne Christensen Company
                            -------------------------
                                (Name of Issuer)

                          Common Stock, $.01 Par Value
                          ----------------------------
                         (Title of Class of Securities)

                                    521050104
                                    ---------
                                 (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)

                                December 8, 2006
                                ----------------
             (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 Rule 13d-1(e),  13d-1(f) or 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 Rule 13d-7 for
other parties to whom copies are to be sent.

                         (Continued on following pages)

                              (Page 1 of 12 Pages)


- ----------------
(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 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. 521050104                   13D                    Page 2 of 12 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    STEEL PARTNERS II, L.P.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  1,201,282
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              1,201,282
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    1,201,282
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.8%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    PN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




- ----------------------                                    ----------------------
CUSIP No. 521050104                   13D                    Page 3 of 12 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    STEEL PARTNERS, L.L.C.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    OO
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  1,201,282
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              1,201,282
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    1,201,282
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.8%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




- ----------------------                                    ----------------------
CUSIP No. 521050104                   13D                    Page 4 of 12 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    WARREN G. LICHTENSTEIN
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    OO, PF
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  1,210,282(1)
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              1,210,282(1)
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    1,210,282(1)
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.9%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

     (1) Consists  of  9,000  shares  of  Common  Stock  owned  directly  by Mr.
         Lichtenstein  and  1,201,282  shares of Common Stock owned  directly by
         Steel Partners II, L.P.




- ----------------------                                    ----------------------
CUSIP No. 521050104                   13D                    Page 5 of 12 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    JOHN J. QUICKE
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  3,000
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              3,000
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    3,000
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    LESS THAN 1%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




- ----------------------                                    ----------------------
CUSIP No. 521050104                   13D                    Page 6 of 12 Pages
- ----------------------                                    ----------------------


         The following  constitutes Amendment No. 12 ("Amendment No. 12") to the
Schedule 13D filed by the undersigned. This Amendment No. 12 amends the Schedule
13D as specifically set forth.

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

         Item 3. Source and Amount of Funds or Other Consideration.

         The aggregate  purchase  price of the  1,201,282  Shares owned by Steel
Partners II is $12,555,112, including brokerage commissions. The Shares owned by
Steel Partners II were acquired with partnership  funds. The aggregate  purchase
price of the 9,000 Shares owned directly by Mr.  Lichtenstein  is $176,660.  The
Shares owned directly by Mr.  Lichtenstein were acquired with his personal funds
upon the  exercise  of options  previously  awarded to him as a director  of the
Issuer.

         Mr. Quicke  beneficially owns 3,000 Shares underlying options that were
awarded to him in his capacity as a director 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  15,390,242  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  October 31, 2006, as filed with the  Securities
and Exchange Commission on December 8, 2006.

         As of the close of business on December  11,  2006,  Steel  Partners II
beneficially  owned 1,201,282  Shares,  constituting  approximately  7.8% of the
Shares  outstanding.  As the general  partner of Steel Partners II, Partners LLC
may be deemed to beneficially  own the 1,201,282  Shares owned by Steel Partners
II, constituting approximately 7.8% of the Shares outstanding.  Mr. Lichtenstein
beneficially owned 1,210,282 Shares (consisting of (i) 1,201,282 Shares owned by
Steel  Partners  II that Mr.  Lichtenstein,  as the sole  executive  officer and
managing  member of Partners LLC, which in turn is the general  partner of Steel
Partners II, may be deemed to  beneficially  own, and (ii) 9,000 Shares directly
owned  by Mr.  Lichtenstein),  constituting  approximately  7.9%  of the  Shares
outstanding. Mr. Lichtenstein has sole voting and dispositive power with respect
to the 1,201,282 Shares owned by Steel Partners II by virtue of his authority to
vote and dispose of such Shares.

         Mr. Quicke  beneficially owns 3,000 Shares underlying  options that are
exercisable within 60 days of the date hereof.

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

         Schedule A annexed hereto lists all transactions in the Issuer's Common
Stock  during  the  past  sixty  days  by the  Reporting  Persons.  All of  such
transactions were effected in the open market, except as otherwise indicated.

         Item 7 is hereby amended to add the following exhibit:

                  9. Powers of Attorney.




- ----------------------                                    ----------------------
CUSIP No. 521050104                   13D                    Page 7 of 12 Pages
- ----------------------                                    ----------------------


                                   SIGNATURES

         After  reasonable  inquiry and to the best of his knowledge and belief,
each of the  undersigned  certifies  that  the  information  set  forth  in this
statement is true, complete and correct.

Dated: December 13, 2006         STEEL PARTNERS II, L.P.

                                 By: Steel Partners, L.L.C.,
                                     General Partner

                                 By: /s/ Lauren Isenman
                                     -------------------------------------------
                                     Lauren Isenman
                                     As Attorney In Fact for Warren G. Lichtenstein,
                                     Managing Member


                                 STEEL PARTNERS, L.L.C.

                                 By: /s/ Lauren Isenman
                                     -------------------------------------------
                                     Lauren Isenman
                                     as Attorney In Fact for Warren G. Lichtenstein,
                                     Managing Member


                                 /s/ Lauren Isenman
                                 -----------------------------------------------
                                 LAUREN ISENMAN
                                 as Attorney In Fact for Warren G. Lichtenstein,
                                 Individually


                                 /s/ John J. Quicke
                                 -----------------------------------------------
                                 JOHN J. QUICKE




- ----------------------                                    ----------------------
CUSIP No. 521050104                   13D                    Page 8 of 12 Pages
- ----------------------                                    ----------------------


                                  EXHIBIT INDEX
                                  -------------

         Exhibit                                                          Page
         -------                                                          ----

1.       Joint Filing Agreement by and among Steel Partners II,            --
         L.P., Steel Partners, L.L.C. and Warren G.
         Lichtenstein, dated December 2, 2003 (previously filed).

2.       Purchase Trading Plan Agreement by and between Steel              --
         Partners II, L.P. and Mutual Securities, Inc., dated
         January 15, 2004 (previously filed).

3.       Letter from Steel Partners II, L.P. to the Corporate              --
         Secretary of Layne Christensen Company, dated December
         21, 2004, submitting a stockholder proposal (enclosures
         omitted) (previously filed).

4.       Letter from Steel Partners II, L.P. to the stockholders           --
         of Layne Christensen Company, dated May 25, 2005
         (previously filed).

5.       Director Nomination Letter from Steel Partners II, L.P.           --
         to Layne Christensen Company, dated February 2, 2006
         (previously filed).

6.       Joint Filing and Solicitation Agreement by and among              --
         Steel Partners II, L.P., Steel Partners, L.L.C., Warren
         G. Lichtenstein, James Henderson and John Quicke, dated
         February 2, 2006 (previously filed).

7.       Settlement Agreement by and among Layne Christensen               --
         Company, Steel Partners II, L.P., Steel Partners, L.L.C.
         and Warren G. Lichtenstein, dated March 31, 2006
         (previously filed).

8.       Sales Trading Plan Agreement by and between Steel                 --
         Partners II, L.P. and Mutual Securities, Inc., dated
         October 4, 2006 (previously filed)

9.       Powers of Attorney.                                            10 to 12




- ----------------------                                    ----------------------
CUSIP No. 521050104                   13D                    Page 9 of 12 Pages
- ----------------------                                    ----------------------


                                   SCHEDULE A

               Transactions in the Shares During the Past 60 Days
               --------------------------------------------------

Shares of Common Stock              Price Per                         Date of
   Purchased/(Sold)                 Share ($)                      Purchase/Sale
   ----------------                 ---------                      -------------

                             STEEL PARTNERS II, L.P.
                             -----------------------
       (50,000)                      35.2979                         12/05/06
       (50,000)                      33.2296                         12/06/06
       (15,165)                      33.3656                         12/07/06
       (50,000)                      33.0955                         12/08/06
       (50,000)                      33.4674                         12/11/06


                             STEEL PARTNERS, L.L.C.
                             ----------------------
                                      None


                             WARREN G. LICHTENSTEIN
                             ----------------------
        5,000*                       16.6000                         10/20/06
        2,000*                       17.5400                         10/20/06
        2,000*                       29.2900                         10/20/06


                                 JOHN J. QUICKE
                                 --------------
        3,000**                        --                            10/23/06



- ----------------

*        Represents  Shares issued to Mr.  Lichtenstein upon exercise of options
         previously awarded to him in his capacity as a director of the Issuer.

**       Represents  Shares  underlying  options  awarded  to Mr.  Quicke in his
         capacity as a director of the Issuer.



- ----------------------                                    ----------------------
CUSIP No. 521050104                   13D                    Page 10 of 12 Pages
- ----------------------                                    ----------------------


                                POWER OF ATTORNEY

         Know  all by  these  presents,  that  each  of the  undersigned  hereby
constitutes and appoints LAUREN ISENMAN signing singly,  the undersigned's  true
and lawful attorney-in-fact to:

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

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

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

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

         This Power of  Attorney  shall  remain in full  force and effect  until
December 31, 2006 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 16th day of December, 2005.


STEEL PARTNERS II, L.P.                   STEEL PARTNERS, L.L.C.

By: Steel Partners, L.L.C.                By: /s/ Warren G. Lichtenstein
    General Partner                           ----------------------------------
                                              Warren G. Lichtenstein
By: /s/ Warren G. Lichtenstein                Managing Member
    ----------------------------------
    Warren G. Lichtenstein
    Managing Member                       /s/ Warren G. Lichtenstein
                                          --------------------------------------
                                          Warren G. Lichtenstein




- ----------------------                                    ----------------------
CUSIP No. 521050104                   13D                    Page 11 of 12 Pages
- ----------------------                                    ----------------------


                                POWER OF ATTORNEY

         Know  all by  these  presents,  that  each  of the  undersigned  hereby
constitutes and appoints JACK L. HOWARD signing singly,  the undersigned's  true
and lawful attorney-in-fact to:

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

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

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

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

         This Power of  Attorney  shall  remain in full  force and effect  until
December 31, 2006 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 16th day of December, 2005.


STEEL PARTNERS II, L.P.                   STEEL PARTNERS, L.L.C.

By: Steel Partners, L.L.C.                By: /s/ Warren G. Lichtenstein
    General Partner                           ----------------------------------
                                              Warren G. Lichtenstein
By: /s/ Warren G. Lichtenstein                Managing Member
    ----------------------------------
    Warren G. Lichtenstein
    Managing Member                       /s/ Warren G. Lichtenstein
                                          --------------------------------------
                                          Warren G. Lichtenstein




- ----------------------                                    ----------------------
CUSIP No. 521050104                   13D                    Page 12 of 12 Pages
- ----------------------                                    ----------------------


                                POWER OF ATTORNEY

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

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

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

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

         This Power of  Attorney  shall  remain in full  force and effect  until
December 31, 2006 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 16th day of December, 2005.


STEEL PARTNERS II, L.P.                   STEEL PARTNERS, L.L.C.

By: Steel Partners, L.L.C.                By: /s/ Warren G. Lichtenstein
    General Partner                           ----------------------------------
                                              Warren G. Lichtenstein
By: /s/ Warren G. Lichtenstein                Managing Member
    ----------------------------------
    Warren G. Lichtenstein
    Managing Member                       /s/ Warren G. Lichtenstein
                                          --------------------------------------
                                          Warren G. Lichtenstein
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