-----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, TsQKrt6wxCtggXqkYcLEefZdcB651ykl5UoXNAeEH/qEfqmzlUSbXUQAF2vlqX34 91knPPwS+IjaOEs1wOgWtg== 0000921895-05-000834.txt : 20050611 0000921895-05-000834.hdr.sgml : 20050611 20050601182442 ACCESSION NUMBER: 0000921895-05-000834 CONFORMED SUBMISSION TYPE: PX14A6G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050602 DATE AS OF CHANGE: 20050601 EFFECTIVENESS DATE: 20050602 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: PX14A6G SEC ACT: 1934 Act SEC FILE NUMBER: 000-20578 FILM NUMBER: 05871727 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: PX14A6G BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-758-3232 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NY STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STEEL PARTNERS II L P DATE OF NAME CHANGE: 19950627 PX14A6G 1 px14a6g01874089_06012005.htm sec document 

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                          NOTICE OF EXEMPT SOLICITATION


1.   Name of the Registrant:

     LAYNE CHRISTENSEN COMPANY

2.   Name of person relying on exemption:

     STEEL PARTNERS II, L.P.

3.   Address of person relying on exemption:

     590 MADISON AVENUE, 32ND FLOOR
     NEW YORK, NEW YORK 10022

4.   Written  materials.  Attach  written  material  required  to  be  submitted
     pursuant to Rule 14a-6(g)(1):


                                     FOR ADDITIONAL INFORMATION, PLEASE CONTACT:

                                                    Media:   Sitrick And Company
                                                                     Los Angeles
                                                                 Michael Sitrick
                                                                      Terry Fahn
                                                                  (310) 788-2850

                                                                        New York
                                                                      Jeff Lloyd
                                                                  (212) 573-6100




FOR IMMEDIATE RELEASE


                     ISS ENDORSES STEEL PARTNERS' MOTION TO
                     DECLASSIFY LAYNE CHRISTENSEN CO. BOARD

NEW YORK,  NY - JUNE 1, 2005 -- Steel  Partners  II, L.P.  announced  today that
Institutional  Shareholder  Services ("ISS"),  the nation's leading proxy voting
advisory  service,  has  recommended  that  its  clients  vote in  favor  of the
shareholder  proposal  calling for the Layne  Christensen Co.  (NasdaqNM:  LAYN)
board to take the  necessary  steps to repeal  the  company's  classified  board
structure and for the annual election of all directors. The shareholder proposal
was submitted by Steel Partners II, L.P.,  owner of 1,435,818  (11.4%) shares of
the company's common stock.

In making its  recommendation,  ISS noted that "[T]he ability to elect directors
is the single most important use of the shareholder franchise, and all directors
should be accountable on an annual basis." Currently,  the board comprises three
director classes, each of which serves a three-year term.

Warren G. Lichtenstein,  the managing member of Steel Partners and a director of
the company, stated, "We are pleased that ISS has recognized the appropriateness
of our  shareholder  proposal,  and we intend to ask the board of  directors  to
formally approve the proposal as soon as possible if it passes."

PLEASE NOTE THAT THE COST OF THIS PRESS RELEASE IS BEING BORNE ENTIRELY BY STEEL
PARTNERS II, L.P. THIS IS NOT A SOLICITATION. PLEASE DO NOT SEND YOUR PROXY CARD
TO STEEL PARTNERS II, L.P.


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