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.
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