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)
Layne Christensen Company
-------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
----------------------------
(Title of Class of Securities)
521050104
---------
(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)
February 2, 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 23 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. 521050104 13D Page 2 of 23 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 1,416,447
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,416,447
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,416,447
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 521050104 13D Page 3 of 23 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 1,416,447
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,416,447
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,416,447
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 521050104 13D Page 4 of 23 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 1,421,447(1)
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,421,447(1)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,421,447(1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes 2,000 shares of Common Stock directly owned by Mr.
Lichtenstein and 3,000 shares of Common Stock underlying options
granted to Mr. Lichtenstein that are exercisable within 60 days of the
date hereof.
---------------------- ----------------------
CUSIP No. 521050104 13D Page 5 of 23 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JAMES HENDERSON
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
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 -0-
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 521050104 13D Page 6 of 23 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN QUICKE
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
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 -0-
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 521050104 13D Page 7 of 23 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 2 is hereby amended and restated to read as follows:
Item 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Steel Partners II, L.P., a Delaware
limited partnership ("Steel Partners II"), Steel Partners, L.L.C., a Delaware
limited liability company ("Partners LLC"), Warren G. Lichtenstein, James
Henderson and John Quicke. Each of the foregoing is referred to as a "Reporting
Person" and collectively as the "Reporting Persons." Each of the Reporting
Persons is party to that certain Joint Filing and Solicitation Agreement as
further described in Item 6. Accordingly, the Reporting Persons are hereby
filing a joint Schedule 13D.
Partners LLC is the general partner of Steel Partners II. The sole
executive officer and managing member of Partners LLC is Warren G. Lichtenstein,
who is Chairman of the Board, Chief Executive Officer and Secretary. By virtue
of his positions with Partners LLC and Steel Partners II, Mr. Lichtenstein has
the power to vote and dispose of the Issuer's Shares owned by Steel Partners II.
(b) The principal business address of Steel Partners II, Partners LLC
and Mr. Lichtenstein is 590 Madison Avenue, 32nd Floor, New York, New York
10022.
The principal business address of Mr. Henderson and Mr. Quicke is c/o
Steel Partners II, L.P., 590 Madison Avenue, 32nd Floor, New York, New York
10022.
(c) The principal business of Steel Partners II is investing in the
securities of small cap companies. The principal business of Partners LLC is
acting as the general partner of Steel Partners II. The principal occupation of
Mr. Lichtenstein is investing in the securities of small cap companies.
The principal occupation of each of Mr. Henderson and Mr. Quicke is
serving as Vice President of Steel Partners, Ltd., a management advisory company
that provides management services to Steel and its affiliates.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person has, during the last five years, been party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
---------------------- ----------------------
CUSIP No. 521050104 13D Page 8 of 23 Pages
---------------------- ----------------------
(f) Messrs. Lichtenstein, Henderson and Quicke are citizens of the
United States of America.
Item 4 is hereby amended to add the following:
On February 2, 2006, Steel Partners II delivered a letter to the Issuer
nominating James Henderson and John Quicke (collectively, the "Nominees"), as
set forth therein, for election to the Issuer's Board of Directors at the
Issuer's 2006 annual meeting of stockholders, or any other meeting of
stockholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"). A copy of this
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 15,225,240 Shares outstanding, which is the total number of
Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for
the quarter ended October 31, 2005, as filed with the Securities and Exchange
Commission on December 12, 2005.
As of the close of business on February 6, 2006, Steel Partners II
beneficially owned 1,416,447 Shares, constituting approximately 9.3% of the
Shares outstanding. As the general partner of Steel Partners II, Partners LLC
may be deemed to beneficially own the 1,416,447 Shares owned by Steel Partners
II, constituting approximately 9.3% of the Shares outstanding. Mr. Lichtenstein
beneficially owned 1,421,447 Shares (consisting of (i) 1,416,447 Shares owned by
Steel Partners II that Mr. Lichtenstein, as the sole executive officer and
managing member of Partners LLC, which in turn is the general partner of Steel
Partners II, may be deemed to beneficially own, (ii) 3,000 Shares underlying
options exercisable within 60 days of the date hereof directly owned by Mr.
Lichtenstein, and (iii) 2,000 Shares directly owned by Mr. Lichtenstein),
constituting approximately 9.3% of the Shares outstanding. Mr. Lichtenstein has
sole voting and dispositive power with respect to the 1,416,447 Shares owned by
Steel Partners II by virtue of his authority to vote and dispose of such Shares.
Currently, neither Mr. Henderson nor Mr. Quicke beneficially owns any
Shares.
Item 6 is hereby amended to add the following:
On February 2, 2006, the Reporting Persons entered into a Joint Filing and
Solicitation Agreement in which, among other things, (a) the parties agreed to
the joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of the Issuer, (b) the parties agreed to solicit
proxies or written consents for the election of the Nominees, or any other
person(s) nominated by Steel Partners II, to the Issuer's Board of Directors at
the Annual Meeting (the "Solicitation"), and (c) Steel Partners II agreed to
bear all expenses incurred in connection with the Reporting Persons' activities,
including approved expenses incurred by any of the parties in connection with
the Solicitation, subject to certain limitations. A copy of the Joint Filing and
Solicitation Agreement is attached hereto as Exhibit 6 and is incorporated
herein by reference.
---------------------- ----------------------
CUSIP No. 521050104 13D Page 9 of 23 Pages
---------------------- ----------------------
Item 7 is hereby amended to add the following exhibits:
5. Director Nomination Letter from Steel Partners II, L.P. to Layne
Christensen Company, dated February 2, 2006.
6. Joint Filing and Solicitation Agreement by and among Steel
Partners II, L.P., Steel Partners, L.L.C., Warren G.
Lichtenstein, James Henderson and John Quicke, dated February 2,
2006.
---------------------- ----------------------
CUSIP No. 521050104 13D Page 10 of 23 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: February 6, 2006 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
----------------------------
Warren G. Lichtenstein
Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Warren G. Lichtenstein
----------------------------
Warren G. Lichtenstein
Managing Member
/s/ Warren G. Lichtenstein
---------------------------------
WARREN G. LICHTENSTEIN
/s/ James Henderson
---------------------------------
JAMES HENDERSON
/s/ John Quicke
---------------------------------
JOHN QUICKE
---------------------- ----------------------
CUSIP No. 521050104 13D Page 11 of 23 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
December 2, 2003 (previously filed).
2. Purchase Trading Plan Agreement by and between Steel --
Partners II, L.P. and Mutual Securities, Inc., dated January
15, 2004 (previously filed).
3. Letter from Steel Partners II, L.P. to the Corporate --
Secretary of Layne Christensen Company, dated December 21,
2004, submitting a stockholder proposal (enclosures omitted)
(previously filed).
4. Letter from Steel Partners II, L.P. to the stockholders of --
Layne Christensen Company, dated May 25, 2005 (previously
filed).
5. Director Nomination Letter from Steel Partners II, L.P. to 10 to 21
Layne Christensen Company, dated February 2, 2006.
6. Joint Filing and Solicitation Agreement by and among Steel 21 to 23
Partners II, L.P., Steel Partners, L.L.C., Warren G.
Lichtenstein, James Henderson and John Quicke, dated February
2, 2006.
---------------------- ----------------------
CUSIP No. 521050104 13D Page 12 of 23 Pages
---------------------- ----------------------
STEEL PARTNERS II, L.P.
590 MADISON AVENUE
32ND FLOOR
NEW YORK, NEW YORK 10022
---
TEL (212) 520-2330
FAX (212) 520-2331
February 2, 2006
Layne Christensen Company
1900 Shawnee Mission Parkway
Mission Woods, Kansas 66205
Attn: Corporate Secretary
Re: NOTIFICATION OF NOMINATION OF DIRECTORS
Dear Sir or Madam:
On behalf of Steel Partners II, L.P. ("Steel"), enclosed please find a
notification of nomination of two nominees for election to the Board of
Directors of Layne Christensen Company (the "Company") at the 2006 annual
meeting of stockholders.
Steel is submitting these nominees because the deadline for nominations to
the Layne Board is approaching and we believe the two candidates proposed by
Steel have strong strategic, financial and operational backgrounds in a wide
variety of industries. Their addition to the Board will help facilitate the
ability of the Company to enhance long-term shareholder value. Steel is also
unhappy with the current inability of the Layne Board to adopt a strategic
long-term plan which Steel believes will facilitate long term enhancement of
shareholder value and on the appropriate person to lead the Company's senior
management team. Steel would consider withdrawing its nominees if Steel and the
Layne Board reach an agreement on a long-term strategic business plan and the
appropriate person to lead the Company's management team.
Very truly yours,
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
Its: General Partner
By: /s/ Warren G. Lichtenstein
---------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
---------------------- ----------------------
CUSIP No. 521050104 13D Page 13 of 23 Pages
---------------------- ----------------------
STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
February 2, 2006
VIA FACSIMILE AND OVERNIGHT COURIER
Layne Christensen Company
1900 Shawnee Mission Parkway
Mission Woods, Kansas 66205
Attn: Corporate Secretary
Re: NOTICE OF INTENTION TO NOMINATE INDIVIDUALS FOR ELECTION AS DIRECTORS
AT THE 2006 ANNUAL MEETING OF STOCKHOLDERS OF LAYNE CHRISTENSEN
COMPANY
Dear Sir:
This letter shall serve to satisfy the advance notice requirements of
Article II, Section 7(b) of the Amended and Restated Bylaws (the "Bylaws") of
Layne Christensen Company ("Layne") as to the nomination by Steel Partners II,
L.P., a Delaware limited partnership ("Steel"), of two (2) nominees for election
to the Board of Directors of Layne (the "Layne Board") at the 2006 annual
meeting of stockholders of Layne, or any other meeting of stockholders held in
lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Annual Meeting").
This letter and the Exhibit attached hereto are collectively referred to as
the "Notice." Steel is the beneficial owner of 1,416,447 shares of common stock,
$.01 par value per share (the "Common Stock"), of Layne, 1,001 shares of which
are held of record by Steel. Through this Notice, Steel hereby nominates and
notifies you of its intent to nominate James Henderson and John Quicke as
nominees (the "Nominees") to be elected to the Layne Board at the Annual
Meeting. Steel believes that the terms of three (3) Class II directors currently
serving on the Layne Board expire at the Annual Meeting. To the extent there are
in excess of three (3) vacancies on the Layne Board to be filled by election at
the Annual Meeting or Layne increases the size of the Layne Board above its
existing size, Steel reserves the right to nominate additional nominees to be
elected to the Layne Board at the Annual Meeting. Additional nominations made
pursuant to the preceding sentence are without prejudice to the position of
Steel that any attempt to increase the size of the current Layne Board or to
reconstitute or reconfigure the classes on which the current directors serve
constitutes an unlawful manipulation of Layne's corporate machinery. If this
Notice shall be deemed for any reason by a court of competent jurisdiction to be
ineffective with respect to the nomination of any of the Nominees at the Annual
Meeting, or if any individual Nominee shall be unable to serve for any reason,
this Notice shall continue to be effective with respect to the remaining
Nominee(s) and as to any replacement Nominee(s) selected by Steel.
The information concerning Steel and the Nominees required by Article II,
Section 7(b) of the Bylaws is set forth below:
---------------------- ----------------------
CUSIP No. 521050104 13D Page 14 of 23 Pages
---------------------- ----------------------
(i) NAME AND ADDRESS OF THE STOCKHOLDER WHO INTENDS TO MAKE THE
NOMINATION AND OF THE PERSONS TO BE NOMINATED:
STOCKHOLDER:
Steel Partners II, L.P.
590 Madison Avenue
32nd Floor
New York, NY 10022
PERSONS TO BE NOMINATED:
James Henderson
c/o Steel Partners II, L.P.
590 Madison Avenue
32nd Floor
New York, NY 10022
John Quicke
c/o Steel Partners II, L.P.
590 Madison Avenue
32nd Floor
New York, NY 10022
(ii) REPRESENTATION THAT THE STOCKHOLDER IS A HOLDER OF RECORD OF STOCK
OF THE CORPORATION ENTITLED TO VOTE IN THE ELECTION OF DIRECTORS AT
SUCH MEETING AND INTENDS TO APPEAR IN PERSON OR BY PROXY AT THE
MEETING TO NOMINATE THE PERSONS SPECIFIED IN THE NOTICE:
Steel is a holder of record of Common Stock of Layne entitled to
vote in the election of directors at the Annual Meeting and intends
to appear in person or by proxy at the Annual Meeting to nominate
James Henderson and John Quicke.
(iii) NAME AND ADDRESS OF THE STOCKHOLDER, AS THEY APPEAR ON THE
CORPORATION'S BOOKS, AND OF THE BENEFICIAL OWNER, IF ANY, ON WHOSE
BEHALF THE NOMINATION IS MADE:
Name Address
---- -------
STEEL PARTNERS II LP 590 MADISON AVE 32ND FLR
NEW YORK NY 10022
(iv) CLASS AND NUMBER OF SHARES OF THE CORPORATION WHICH ARE OWNED
BENEFICIALLY AND OF RECORD BY THE NOMINATING STOCKHOLDER AND EACH
NOMINEE PROPOSED BY SUCH STOCKHOLDER:
---------------------- ----------------------
CUSIP No. 521050104 13D Page 15 of 23 Pages
---------------------- ----------------------
Steel is the beneficial owner of 1,416,447 shares of Common Stock,
1,001 shares of which are held of record.
James Henderson does not own any securities of Layne.
John Quicke does not own any securities of Layne.
(v) DESCRIPTION OF ALL ARRANGEMENTS OR UNDERSTANDINGS BETWEEN THE
STOCKHOLDER AND EACH NOMINEE AND ANY OTHER PERSONS (NAMING SUCH
PERSON OR PERSONS) PURSUANT TO WHICH THE NOMINATIONS ARE TO BE MADE
BY THE STOCKHOLDER:
On February 2, 2006, Steel, Steel Partners, L.L.C., Warren
Lichtenstein, James Henderson and John Quicke (collectively, the
"Group") entered into a Joint Filing and Solicitation Agreement in
which, among other things, (a) the parties agreed to the joint
filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of Layne, (b) the parties agreed to
solicit proxies or written consents for the election of the
Nominees, or any other person(s) nominated by Steel, to the Layne
Board at the Annual Meeting (the "Solicitation"), and (c) Steel
agreed to bear all expenses incurred in connection with the Group's
activities, including approved expenses incurred by any of the
parties in connection with the Solicitation, subject to certain
limitations.
Other than as stated above and the fact that Warren Lichtenstein,
the managing member of the general partner of Steel, is a director
of Layne, there are no arrangements or understandings between Steel
and each Nominee or any other person or persons pursuant to which
the nominations described herein are to be made, other than the
consents by the Nominees to serve as directors of Layne if elected
as such at the Annual Meeting, attached hereto and incorporated
herein by reference. Reference is made to the Schedule 13D, as
amended, filed and to be filed with the Securities and Exchange
Commission by the members of the Group with respect to Layne for
additional information regarding the members of the Group.
(vi) OTHER INFORMATION REGARDING EACH NOMINEE PROPOSED BY THE STOCKHOLDER
AS WOULD HAVE BEEN REQUIRED TO BE INCLUDED IN A PROXY STATEMENT
FILED PURSUANT TO REGULATION 14A (17 C.F.R. SECTION 240.14A-1 ET
SEQ.) AS THEN IN EFFECT UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED, HAD THE NOMINEE BEEN NOMINATED, OR INTENDED TO BE
NOMINATED, BY THE BOARD OF DIRECTORS:
JAMES HENDERSON (AGE 48) - Class II Director Nominee - Mr. Henderson
has served as a Vice President of Steel Partners, Ltd. ("SPL"), a
management advisory company that provides management services to
Steel and its affiliates, since August 1999. He has served as a
director and Chief Executive Officer of WebFinancial Corporation
("WebFinancial"), a consumer and commercial lender, since June 2005,
as President and Chief Operating Officer of WebFinancial since
November 2003, and was the Vice President of Operations from
September 2000 through December 2003. He has served as a director of
WebBank, a wholly-owned subsidiary of WebFinancial, since March 2002
---------------------- ----------------------
CUSIP No. 521050104 13D Page 16 of 23 Pages
---------------------- ----------------------
and was the acting Chief Executive Officer from November 2004 to May
2005. He has served as a director of BNS Co., a real estate
management company, since June 2004 and as a director and Chairman
of Del Global Technologies Corp., a designer and manufacturer of
medical imaging and diagnostic systems, since November 2003 and May
2005, respectively. He served as a director of ECC International
Corp., a manufacturer and marketer of computer-controlled simulators
for training personnel to perform maintenance and operator
procedures on military weapons, from December 1999 to September 2003
and as acting Chief Executive Officer from July 2002 to March 2003.
He has served as a director of SL Industries, Inc., a designer and
producer of proprietary advanced systems and equipment for the power
and data quality industry, since January 2002. Mr. Henderson has
served as President of Gateway Industries, Inc., a provider of
database development and web site design and development services,
since December 2001. From January 2001 to August 2001, he served as
President of MDM Technologies, Inc., a direct mail and marketing
company. Mr. Henderson does not beneficially own, and has not
purchased or sold during the past two years, any securities of
Layne.
JOHN QUICKE (AGE 56) - Class II Director Nominee - Mr. Quicke has
served as a Vice President of SPL since September 2005. Mr. Quicke
has served as a director of WHX Corporation, a holding company,
since July 2005 and as a Vice President since October 2005. He
served as Vice Chairman and Executive Officer of Sequa Corporation
("Sequa"), a diversified industrial company, from March 2004 to
March 2005 and as a director, President and Chief Operating Officer
of Sequa from 1993 to March 2004. Mr. Quicke does not beneficially
own, and has not purchased or sold during the past two years, any
securities of Layne.
Except as set forth in this Notice (including the Exhibit hereto),
(i) during the past 10 years, no Nominee has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors); (ii) no Nominee directly or indirectly beneficially
owns any securities of Layne; (iii) no Nominee owns any securities
of Layne which are owned of record but not beneficially; (iv) no
Nominee has purchased or sold any securities of Layne during the
past two years; (v) no part of the purchase price or market value of
the securities of Layne owned by any Nominee is represented by funds
borrowed or otherwise obtained for the purpose of acquiring or
holding such securities; (vi) no Nominee is, or within the past year
was, a party to any contract, arrangements or understandings with
any person with respect to any securities of Layne, including, but
not limited to, joint ventures, loan or option arrangements, puts or
calls, guarantees against loss or guarantees of profit, division of
losses or profits, or the giving or withholding of proxies; (vii) no
associate of any Nominee owns beneficially, directly or indirectly,
any securities of Layne; (viii) no Nominee owns beneficially,
directly or indirectly, any securities of any parent or subsidiary
of Layne; (ix) no Nominee or any of his associates was a party to
any transaction, or series of similar transactions, since the
beginning of Layne's last fiscal year, or is a party to any
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CUSIP No. 521050104 13D Page 17 of 23 Pages
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currently proposed transaction, or series of similar transactions,
to which Layne or any of its subsidiaries was or is to be a party,
in which the amount involved exceeds $60,000; and (x) no Nominee or
any of his associates has any arrangement or understanding with any
person with respect to any future employment by Layne or its
affiliates, or with respect to any future transactions to which
Layne or any of its affiliates will or may be a party.
(vii) CONSENT OF EACH NOMINEE TO SERVE AS A DIRECTOR OF THE CORPORATION IF
SO ELECTED:
Each of the Nominees has consented to be named as a nominee in this
Notice, to be named as a nominee in any proxy statement filed by
Steel in connection with the Solicitation and to serve as a director
of Layne, if so elected. Such consents are attached hereto as
EXHIBIT A.
Please address any correspondence to Steel Partners II, L.P., Attention:
Warren Lichtenstein, telephone (212) 520-2330, facsimile (212) 520-2331 (with a
copy to our counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue
Tower, 65 East 55th Street, New York, New York 10022, Attention: Steven Wolosky,
Esq., telephone (212) 451-2333, facsimile (212) 451-2222). The giving of this
Notice is not an admission that any procedures for notice concerning the
nomination of directors to the Layne Board are legal, valid or binding, and
Steel reserves the right to challenge their validity.
Very truly yours,
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.,
General Partner
By: /s/ Warren G. Lichtenstein
---------------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
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CUSIP No. 521050104 13D Page 18 of 23 Pages
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EXHIBIT A
NOMINEE CONSENTS
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CUSIP No. 521050104 13D Page 19 of 23 Pages
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JAMES HENDERSON
C/O STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
February 2, 2006
Layne Christensen Company
1900 Shawnee Mission Parkway
Mission Woods, Kansas 66205
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named as
a nominee in the notice provided by Steel Partners II, L.P. ("Steel") of its
intention to nominate the undersigned as a director of Layne Christensen Company
("Layne") at the 2006 annual meeting of stockholders, or any other meeting of
stockholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named
as a nominee in any proxy statement filed by Steel in connection with the
solicitation of proxies or written consents for election of the undersigned at
the Annual Meeting, and (iii) serving as a director of Layne if elected at the
Annual Meeting.
Very truly yours,
/s/ James Henderson
-----------------------------
James Henderson
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CUSIP No. 521050104 13D Page 20 of 23 Pages
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JOHN QUICKE
C/O STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
February 2, 2006
Layne Christensen Company
1900 Shawnee Mission Parkway
Mission Woods, Kansas 66205
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named as
a nominee in the notice provided by Steel Partners II, L.P. ("Steel") of its
intention to nominate the undersigned as a director of Layne Christensen Company
("Layne") at the 2006 annual meeting of stockholders, or any other meeting of
stockholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named
as a nominee in any proxy statement filed by Steel in connection with the
solicitation of proxies or written consents for election of the undersigned at
the Annual Meeting, and (iii) serving as a director of Layne if elected at the
Annual Meeting.
Very truly yours,
/s/ John Quicke
------------------------
John Quicke
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CUSIP No. 521050104 13D Page 21 of 23 Pages
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JOINT FILING AND SOLICITATION AGREEMENT
WHEREAS, certain of the undersigned are stockholders, direct or beneficial,
of Layne Christensen Company, a Delaware corporation ("Layne");
WHEREAS, Steel Partners II, L.P., a Delaware limited partnership ("Steel"),
Steel Partners, L.L.C., a Delaware limited liability company, Warren G.
Lichtenstein, James Henderson and John Quicke wish to form a group for the
purpose of seeking representation on the Board of Directors of Layne;
WHEREAS, Steel intends to nominate James Henderson and John Quicke as
nominees to be elected to the Board of Directors of Layne at the 2006 annual
meeting of stockholders of Layne, or any other meeting of stockholders held in
lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Annual Meeting").
NOW, IT IS AGREED, this 2nd day of February 2006 by the parties hereto:
1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange
Act of 1934, as amended, each of the undersigned (collectively, the "Group")
agrees to the joint filing on behalf of each of them of statements on Schedule
13D with respect to the securities of Layne. Each member of the Group shall be
responsible for the accuracy and completeness of his/its own disclosure therein.
2. So long as this agreement is in effect, each of the undersigned shall
provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP
("Olshan") of (i) any of their purchases or sales of securities of Layne; or
(ii) any securities of Layne over which they acquire or dispose of beneficial
ownership. Notice shall be given no later than 24 hours after each such
transaction.
3. Each of the undersigned agrees to solicit proxies or written consents
for the election of James Henderson and John Quicke, or any other person(s)
nominated by Steel, to the Board of Directors of Layne at the Annual Meeting.
4. Steel agrees to bear all expenses incurred in connection with the
Group's activities, including expenses incurred by any of the parties in a
solicitation of proxies or written consents by the members of the Group in
connection with the Annual Meeting. Notwithstanding the foregoing, Steel shall
not be required to reimburse any party for (i) out-of-pocket expenses incurred
by a party in the aggregate in excess of $250 without Steel's prior written
approval; (ii) the value of the time of any party; (iii) legal fees incurred
without Steel's prior written approval; or (iv) the costs of any counsel, other
than Olshan, employed in connection with any pending or threatened litigation
without Steel's prior written approval.
5. The relationship of the parties hereto shall be limited to carrying on
the business of the Group in accordance with the terms of this Agreement. Such
relationship shall be construed and deemed to be for the sole and limited
purpose of carrying on such business as described herein. Nothing herein shall
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CUSIP No. 521050104 13D Page 22 of 23 Pages
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be construed to authorize any party to act as an agent for any other party, or
to create a joint venture or partnership, or to constitute an indemnification.
Nothing herein shall restrict any party's right to purchase or sell securities
of Layne, as he/it deems appropriate, in his/its sole discretion, provided that
all such sales are made in compliance with all applicable securities laws.
6. This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which, taken together, shall constitute but one
and the same instrument, which may be sufficiently evidenced by one counterpart.
7. In the event of any dispute arising out of the provisions of this
Agreement, the parties hereto consent and submit to the exclusive jurisdiction
of the Federal and State Courts in the State of New York.
8. Any party hereto may terminate his obligations under this agreement at
any time on 24 hours' written notice to all other parties, with a copy by fax to
Steven Wolosky at Olshan, Fax No. (212) 451-2222.
9. Each party acknowledges that Olshan shall act as counsel for both the
Group and Steel.
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CUSIP No. 521050104 13D Page 23 of 23 Pages
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
---------------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Warren G. Lichtenstein
---------------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
/s/ Warren G. Lichtenstein
-------------------------------------
WARREN G. LICHTENSTEIN
/s/ James Henderson
-------------------------------------
JAMES HENDERSON
/s/ John Quicke
-------------------------------------
JOHN QUICKE