-----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, R5orUCu/lJgJwNuFVJ+5P/ZJxrX1ZDFoiZlgaWWdtcuQm3tY1KPi8oBorbHo0t0N aXM+DhPivuQCp+W+XbUnzg== 0000921895-07-000592.txt : 20070320 0000921895-07-000592.hdr.sgml : 20070320 20070319182634 ACCESSION NUMBER: 0000921895-07-000592 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070320 DATE AS OF CHANGE: 20070319 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: 07704661 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 sc13da801874088_03162007.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. 8)(1)

                             EnPro Industries, Inc.
                             ----------------------
                                (Name of Issuer)

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

                                   29355X 10 7
                                   -----------
                                 (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)

                                 March 16, 2007
                                 --------------
             (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 11 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. 29355X 10 7                   13D                  Page 2 of 11 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                  2,910,206
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              2,910,206
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

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

                    2,910,206
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    13.6%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

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

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




- ------------------------                                  ----------------------
CUSIP No. 29355X 10 7                   13D                  Page 3 of 11 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                  2,910,206
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              2,910,206
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

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

                    2,910,206
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    13.6%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

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

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




- ------------------------                                  ----------------------
CUSIP No. 29355X 10 7                   13D                  Page 4 of 11 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
- --------------------------------------------------------------------------------
     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                  2,910,206
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              2,910,206
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

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

                    2,910,206
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    13.6%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

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

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




- ------------------------                                  ----------------------
CUSIP No. 29355X 10 7                   13D                  Page 5 of 11 Pages
- ------------------------                                  ----------------------


            The following  constitutes  Amendment No. 8 ("Amendment No. 8") to
the Schedule 13D filed by the  undersigned.  This  Amendment  No. 8 amends the
Schedule 13D as specifically set forth.

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

            The aggregate  purchase price of the 2,910,206 Shares owned by Steel
Partners II is $64,723,900.  The Shares owned by Steel Partners II were acquired
with partnership funds.

      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  21,333,049  Shares  outstanding  as reported in the
Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2006,
as filed with the Securities and Exchange Commission on March 8, 2007.

            As of the close of business  on March 16,  2007,  Steel  Partners II
beneficially  owned 2,910,206 Shares,  constituting  approximately  13.6% of the
Shares  outstanding.  As the general  partner of Steel Partners II, Partners LLC
may be deemed to beneficially  own the 2,910,206  Shares owned by Steel Partners
II,  constituting  approximately  13.6% of the Shares  outstanding.  As the sole
executive  officer and  managing  member of Partners  LLC,  which in turn is the
general  partner  of Steel  Partners  II,  Mr.  Lichtenstein  may be  deemed  to
beneficially own the 2,910,206  Shares owned by Steel Partners II,  constituting
approximately 13.6% of the Shares outstanding.  Mr. Lichtenstein has sole voting
and  dispositive  power with  respect  to the  2,910,206  Shares  owned by Steel
Partners II by virtue of his authority to vote and dispose of such Shares.

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

            Schedule A annexed  hereto lists all  transactions  in the Shares by
the Reporting  Persons  during the past 60 days. All of such  transactions  were
effected in the open market.

      Item 7 is hereby amended to add the following exhibit:

            3. Powers of Attorney.




- ------------------------                                  ----------------------
CUSIP No. 29355X 10 7                   13D                  Page 6 of 11 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: March 19, 2007               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




- ------------------------                                  ----------------------
CUSIP No. 29355X 10 7                   13D                  Page 7 of 11 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 November 24, 2003 (previously
      filed).

2.    Letter from Steel Partners II, L.P. to the Board                     --
      of Directors of EnPro Industries, Inc., dated
      October 20, 2005 (previously filed).

3.    Powers of Attorney                                                  9 - 11




- ------------------------                                  ----------------------
CUSIP No. 29355X 10 7                   13D                  Page 8 of 11 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.
                             -----------------------

         (28,200)                   40.5307                 02/20/2007
         (21,300)                   40.5193                 02/21/2007
         (15,800)                   40.3654                 02/22/2007
         (21,000)                   40.3269                 02/23/2007
          (1,400)                   40.3000                 02/26/2007
          (8,000)                   37.7550                 03/12/2007
          (5,300)                   37.6000                 03/13/2007
         (22,338)                   36.7244                 03/14/2007
         (59,712)                   36.8404                 03/15/2007
         (60,147)                   36.7635                 03/16/2007


                             STEEL PARTNERS, L.L.C.
                             ----------------------

                                      None


                             WARREN G. LICHTENSTEIN
                             ----------------------

                                      None




- ------------------------                                  ----------------------
CUSIP No. 29355X 10 7                   13D                  Page 9 of 11 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, 2007 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 27th day of December, 2006.

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
                                              Managing Member

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




- ------------------------                                  ----------------------
CUSIP No. 29355X 10 7                   13D                  Page 10 of 11 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, 2007 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 27th day of December, 2006.


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
                                              Managing Member

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




- ------------------------                                  ----------------------
CUSIP No. 29355X 10 7                   13D                  Page 11 of 11 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, 2007 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 27th day of December, 2006.

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
                                              Managing Member

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



-----END PRIVACY-ENHANCED MESSAGE-----