EnPro asks shareholders to reject Steel Partners' nominees

By Lisa Kerner

Charlotte, N.C., March 5 - EnPro Industries, Inc. asked its shareholders to support the company's nominees for election to the board following the filing of a preliminary proxy statement by Steel Partners II, LP.

It was previously reported that Steel Partners nominated James R. Henderson, John J. Quicke, Don DeFosset, Kevin C. King and Delyle Bloomquist to EnPro's board.

Steel Partners, an 11.3% shareholder, had also criticized EnPro's management of its balance sheet and allocation of capital. The investor recommended that EnPro pursue a public recapitalization at $30 a share or explore all strategic alternatives.

"Our board of directors has thoroughly reviewed Steel Partners' suggestions and determined that they are not in the best interests of our company or our shareholders," EnPro president and chief executive officer Ernie Schaub said in a company news release.

Schaub added that the company's $100 million share repurchase program announced March "strikes an appropriate balance between returning cash to EnPro shareholders and maintaining the flexibility we require to pursue our objectives for growth."

EnPro disagreed with Steel Partners' claim that a sale of the company would maximize shareholder value.

"Given that Steel Partners has stated its interest in acquiring the company, we question how a control slate of their directors could possibly serve the best interests of the company and its other shareholders," William R. Holland, non-executive chairman of EnPro, stated.

The shareholder expressed disappointment in the company's failure to take necessary steps to enhance shareholder value as well as its failure to adequately respond to Steel Partners' value enhancement proposals.

EnPro makes sealing products, bearings, compressors and engines and is based in Charlotte, N.C.

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