sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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. 5)(1)
BAIRNCO CORPORATION
-------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
----------------------------
(Title of Class of Securities)
057097107
---------
(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)
June 15, 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 13 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).
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CUSIP No. 057097107 13D Page 2 of 13 Pages
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================================================================================
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 1,110,200
OWNED BY ----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,110,200
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,110,200
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 057097107 13D Page 3 of 13 Pages
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================================================================================
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 1,110,200
OWNED BY ----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,110,200
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,110,200
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 057097107 13D Page 4 of 13 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 1,110,200
OWNED BY ----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,110,200
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,110,200
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 057097107 13D Page 5 of 13 Pages
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The following constitutes Amendment No. 5 ("Amendment No. 5")
to the Schedule 13D filed by the undersigned. This Amendment No. 5 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 1,110,200 Shares of Common
Stock owned by Steel Partners II is $8,896,234, including brokerage commissions.
The Shares of Common Stock owned by Steel Partners II were acquired with
partnership funds.
Item 4 is hereby amended to add the following:
On June 15, 2006, Steel Partners II issued a press release
announcing that BZ Acquisition Corp., a wholly owned subsidiary of Steel
Partners II, will commence a cash tender offer to purchase all of the
outstanding Shares of Common Stock of the Issuer for $12.00 per Share (the
"Tender Offer"). A copy of the press release is attached hereto as Exhibit 4 and
is incorporated herein by reference. The Tender Offer will be subject to
customary conditions, including (i) there being validly tendered and not
withdrawn before the expiration of the Tender Offer a number of Shares, which,
together with the Shares then owned by Steel Partners II and its subsidiaries
(including BZ Acquisition Corp.), represents at least a majority of the total
number of Shares outstanding on a fully diluted basis, (ii) expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and (iii) Steel Partners II being satisfied
that Section 203 of the Delaware General Corporation Law is inapplicable to the
Tender Offer and the potential merger with the Issuer thereafter. The Tender
Offer will not be subject to or conditioned upon any financing arrangements.
Steel Partners II expects to commence the Tender Offer on or about Thursday,
June 22, 2006.
In connection with announcing the Tender Offer, on June 15,
2006, Steel Partners II sent a letter to Luke E. Fichthorn, III, Chairman and
Chief Executive Officer of the Issuer, expressing its willingness to negotiate a
definitive merger agreement with the Issuer. A copy of the letter is attached
hereto as Exhibit 5 and is incorporated herein by reference.
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 7,178,603 Shares outstanding as reported in
the Issuer's Quarterly Report on Form 10-Q for the quarter ended April 1, 2006,
as filed with the Securities and Exchange Commission on May 8, 2006.
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CUSIP No. 057097107 13D Page 6 of 13 Pages
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As of the close of business on June 15, 2006, Steel Partners
II beneficially owned 1,110,200 Shares, constituting approximately 15.5% of the
Shares outstanding. As the general partner of Steel Partners II, Partners LLC
may be deemed to beneficially own the 1,110,200 Shares owned by Steel Partners
II, constituting approximately 15.5% 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 1,110,200 Shares owned by Steel Partners II, constituting
approximately 15.5% of the Shares outstanding. Mr. Lichtenstein has sole voting
and dispositive power with respect to the 1,110,200 Shares owned by Steel
Partners II by virtue of his authority to vote and dispose of such Shares.
Item 7 is hereby amended to add the following exhibits:
4. Press release, dated June 15, 2006.
5. Letter, dated June 15, 2006, to Luke E. Fichthorn, III,
Chairman and Chief Executive Officer of the Issuer.
6. Powers of Attorney.
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CUSIP No. 057097107 13D Page 7 of 13 Pages
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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: June 15, 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
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CUSIP No. 057097107 13D Page 8 of 13 Pages
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EXHIBIT INDEX
-------------
Exhibit Page
------- ----
1. Joint Filing Agreement by and between Steel --
Partners II, L.P. and Warren G. Lichtenstein, dated
as of February 14, 2001 (previously filed).
2. Joint Filing Agreement by and among Steel Partners --
II, L.P., Steel Partners, L.L.C. and Warren G.
Lichtenstein, dated as of September 8, 2004
(previously filed).
3. Powers of Attorney (previously filed). --
4. Press release, dated June 15, 2006. 9
5. Letter, dated June 15, 2006, to Luke E. Fichthorn, 10
III, Chairman and Chief Executive Officer of the
Issuer.
6. Powers of Attorney. 11-13
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CUSIP No. 057097107 13D Page 9 of 13 Pages
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PRESS RELEASE
FOR IMMEDIATE RELEASE:
----------------------
STEEL PARTNERS II TO LAUNCH CASH TENDER OFFER FOR BAIRNCO CORPORATION FOR
$12.00 PER SHARE
SEEKS TO ENTER INTO NEGOTIATIONS WITH BOARD TO CONSUMMATE BACK-END MERGER WITH
BAIRNCO FOLLOWING TENDER OFFER
NEW YORK, NY- JUNE 15, 2006 -- Steel Partners II, L.P. ("Steel"), which
owns an aggregate of 1,110,200 shares or approximately 15.5% of the common stock
of Bairnco Corporation (NYSE:BZ; "Bairnco") announced today that BZ Acquisition
Corp., a wholly-owned subsidiary of Steel, will commence a cash tender offer to
purchase all of the outstanding shares of Bairnco for $12.00 per share.
"We are proud to say that we have been a long term shareholder of
Bairnco since 1996," stated Warren Lichtenstein, the managing member of Steel.
"We have determined, after evaluating all our options, that commencing a tender
offer would be in the best interest of all the shareholders. We hope to meet
with the Board as soon as possible in order to negotiate a back-end merger of
our acquisition entity with and into Bairnco to follow consummation of the
tender offer."
In January 2006, Steel requested that Bairnco take the necessary steps
to allow Steel to purchase additional shares without triggering the limitations
of Section 203 of the Delaware General Corporation Law. Steel decided to
commence the tender offer after the Board denied Steel's request.
The tender offer will be subject to several conditions, including (i)
there being validly tendered and not withdrawn before the expiration of the
offer a number of shares, which, together with the shares then owned by Steel
and its subsidiaries (including BZ Acquisition Corp.), represents at least a
majority of the total number of shares outstanding on a fully diluted basis,
(ii) expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and (iii) Steel being
satisfied that Section 203 of the Delaware General Corporation Law is
inapplicable to the offer and the potential merger with Bairnco thereafter. The
tender offer will not be subject to or conditioned upon any financing
arrangements. Steel expects to commence the tender offer on or about Thursday,
June 22, 2006.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY
OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES. THE SOLICITATION AND THE
OFFER TO BUY BAIRNCO'S COMMON STOCK WILL ONLY BE MADE PURSUANT TO AN OFFER TO
PURCHASE AND RELATED MATERIALS THAT STEEL INTENDS TO FILE WITH THE SEC.
STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER.
STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS
WITH RESPECT TO THE TENDER OFFER FREE AT THE SEC'S WEBSITE AT WWW.SEC.GOV OR
FROM STEEL.
Any forward-looking statements contained in this release are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are inherently subject to a
variety of risks and uncertainties that could cause actual results to differ
materially from those projected. These risks and uncertainties include, among
others: the willingness of Bairnco stockholders to tender their shares in the
tender offer and the number and timing of shares tendered; the receipt of third
party consents to the extent required for the acquisition; and satisfaction of
the various closing conditions. Other important factors that could cause actual
results to differ materially are included but are not limited to those listed in
Bairnco's periodic reports and registration statements filed with the Securities
and Exchange Commission. Steel undertakes no obligation to update information
contained in this release.
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CUSIP No. 057097107 13D Page 10 of 13 Pages
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STEEL PARTNERS II, L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022
June 15, 2006
VIA OVERNIGHT COURIER AND FACSIMILE
Luke E. Fichthorn, III
Chairman & Chief Executive Officer
Bairnco Corporation
300 Primera Boulevard, Suite 432
Lake Mary, FL 32746
Dear Mr. Fichthorn:
Steel Partners II, L.P. has issued the attached press release
announcing its intention to commence a cash tender offer to purchase all of the
outstanding shares of common stock of Bairnco Corporation ("Bairnco") for $12.00
per share. We are a long term shareholder of Bairnco and have been increasing
our ownership position since July 1996. We requested in January 2006 that
Bairnco take the necessary steps to allow us to purchase additional shares
without triggering the limitations of Section 203 of the Delaware General
Corporation Law. After the Board denied our request and evaluating all our
options we have determined that commencing a tender offer would be in the best
interest of all shareholders and would provide shareholders with immediate
liquidity at a significant premium to market.
We believe it would be in the best interest of all parties if we met
with you and the Board as soon as possible to negotiate a definitive merger
agreement. We hope to promptly receive a favorable response from you.
Very truly yours,
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
---------------------------------
Warren G. Lichtenstein
Managing Member
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CUSIP No. 057097107 13D Page 11 of 13 Pages
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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 /s/ Warren G. Lichtenstein
Managing Member -----------------------------------
Warren G. Lichtenstein
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CUSIP No. 057097107 13D Page 12 of 13 Pages
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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 /s/ Warren G. Lichtenstein
Managing Member -----------------------------------
Warren G. Lichtenstein
----------------------- -----------------------
CUSIP No. 057097107 13D Page 13 of 13 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 /s/ Warren G. Lichtenstein
Managing Member -----------------------------------
Warren G. Lichtenstein