Steel Partners Wants to Buy More Conseco (CNO) Shares

In an amended 13D filing on Conseco Inc. (NYSE: CNO), 9.8% holder Steel Partners II disclosed a letter to the company saying they believe the shares are undervalued and said they are interested in purchasing additional Shares.

The firm said, "We, with the support of Conseco, would like to acquire the maximum number of Shares allowable without limiting Conseco's ability to fully realize the benefits of its net operating loss carryforwards ("NOL"). We believe that the NOL is an extremely valuable asset to Conseco and do not wish to cause an annual limitation on the utilization of the NOL. We believe, based on Conseco's public filings, that we can increase our percentage ownership up to 22% of the outstanding Shares (the "NOL Threshold"). We seek the Board's support for us to acquire the Shares using a "modified Dutch auction" structure with a pricing range of $12.50 to $14.00 per Share. By conducting a tender offer, we would provide liquidity to any shareholders who desire to sell their positions in a manner that treats all shareholders equally and fairly. We may also acquire additional Shares in the open market following the tender offer to the extent there is additional availability without compromising the NOL."

Lichtenstein's Steel Partners II Boosts Stake in Conseco (CNO) to 5.9%

In a 13D filing after the close on Conseco Inc. (NYSE: CNO), Warren Lichtenstein's Steel Partners II disclosed a 5.9% stake (11,143,501 shares, including 40K short put options) in the company. The firm held 5,303,332 shares at the quarter ended June 30, 2007.

The aggregate purchase price of the 11,103,501 shares (excluding 40Kshort put options) was approximately $193,467,190.

In a pretty standard disclosure, the firm did not make any direct requests on the company, but said they will monitor their investment and said they plan to engage in discussions with management and the Board of Directors of the Issuer concerning the business, operations and future plans.

Lichtenstein To IKON Office Solutions (IKN): We Don't Want To Fight You, Just Do What We Say

In a 13D filing on IKON Office Solutions (NYSE: IKN) 10.2% holder, Warren Lichtenstein's Steel Partners II, disclosed a letter noting that the company no longer wish to enter into a confidentiality agreement at this time. The firm requested representation on the board of directors, and recommended John Quicke be consider for a board seat.

Lichtenstein said they are committed, long-term shareholders and wish to work with the board - not against it.

A Copy of the Letter:

Dear Matthew:

It was a pleasure speaking with you and Bob on August 23, 2007. As I hope you already know, I appreciate the time you have given us to discuss candidly our views on IKON Office Solutions, Inc. ("IKON" or the "Company"). As you know, I believe that the IKON shares continue to trade at a significant discount to their intrinsic value and I have made several recommendations on ways to unlock the value of the shares, including by way of a self tender or outright sale of the Company. I was excited for the opportunity to explore with you in further detail my recapitalization proposal in light of other strategic alternatives you indicated are currently available to IKON. It was my expectation that this opportunity would come to fruition after our lawyers finalized a confidentiality agreement, including a standstill, after several weeks of negotiations. However, you advised me the last time we spoke that you no longer wish to enter into the confidentiality agreement at this time.

As you know, Steel Partners is one of IKON's largest shareholders and Steel's position in the Company represents one of its largest investments in a domestic public company. While I understand that there may be developments that prevent you from entering into a confidentiality agreement at this time, SteelPartners has a duty to its investors to protect its investment in IKON and would like to assist IKON in maximizing shareholder value. I believe this could be best achieved with proportionate representation on the Board. With one of my designees appointed to the Board, I believe we can add valuable expertise in assisting the Board in exploring strategic alternatives to maximize shareholder value in an amicable and productive manner. We therefore request that you consider John Quicke, a representative of Steel Partners, for appointment to the Board.

I would like to reiterate that we are committed, long-term shareholders whose priority is to work with the Board - not against it - in doing what is best for all shareholders. Please let me know when you are available to talk so I can discuss with you in further detail the background and qualifications ofMr. Quicke.

Respectfully,
Warren G. Lichtenstein

Lichtenstein's Steel Partners II Discloses 5.5% Stake in Rowan Co (RDC)

In a 13D filing on Rowan Companies Inc. (NYSE: RDC) after the close, Warren Lichtenstein's Steel Partners II disclosed a 5.5% stake (6,121,827 shares) in the company. The firm did not show a stake in Rowan at the quarter ended March 31, 2007.

The 5.5% stake makes Steel Partners II the largest shareholder of Rowan. First Pacific is second at 5%.

In a boilerplate disclosure, the firm said it does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D

Lichtenstein's Steel Partners II Raises Stake in Johnson Outdoors (JOUT) to 5.2%

In a 13D filing after the close on Johnson Outdoors Inc. (Nasdaq: JOUT), Warren Lichtenstein's Steel Partners II disclosed a 5.2% stake (409,857 shares) in the company. The firm held 96,232 JOUT shares at the quarter ended March 31, 2007.

In a boilerplate disclosure, the firm said it does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Large IKON (IKN) Holder Steel Partners II Recommends Recapitalization Through $850M Self Tender Offer

In an amended 13D filing on IKON Office Solutions Inc. (NYSE: IKN), 9.95% holder Steel Partners II delivered a letter to the company recommending that the company capitalize on its operating momentum and utilize the strength of its balance sheet to pursue a public recapitalization through a self tender for at least $850 million of the Shares at a recommended price of $17.50 per Share. Steel Partners II also states in the letter that if the company is unwilling to pursue a recapitalization at this time, it recommends that the company take all immediate steps necessary to fully explore other strategic alternatives for maximizing shareholder value, including an outright sale.

A Copy of the Letter:

Dear Matthew: (CEO)

I appreciate the opportunity to have had several candid and open discussions with you and Bob over the last few months. As you know, Steel Partners II, L.P. ("Steel") is the third largest shareholder of IKON Office Solutions, Inc. ("IKON" or the "Company"). We beneficially own 12,456,300 shares, or approximately 10% of the outstanding common stock of the Company. We began investing in the Company over three years ago because we believed and continue to believe that the Company is a true leader in the document management and solutions industry, which has the potential to greatly improve profitability.

We commend management for its efforts that have resulted in improved operating margins and a simplified capital structure. We also recognize and commend the Company for expanding the Company's existing share repurchase program. However, we believe that the Company's common stock continues to trade below its intrinsic value and your balance sheet remains highly inefficient. We therefore recommend that the Company capitalize on its operating momentum and utilize the strength of its balance sheet to pursue a public recapitalization at $17.50 a share. This represents a 20% premium to the 20-day closing average of the shares.

With the Company's excess cash and a conservative debt financing package, the Company should be in a position to self tender for at least $850 million of common stock, or approximately 39% of its outstanding shares at the aforementioned price per share. Based on our discussions with several leading investment banks, we believe this refinancing is highly achievable in a short period of time.

The proposed recapitalization would provide immediate liquidity at a meaningful premium to the current share price for your shareholders who elect to tender. We believe it will be well received by the shareholders who desire liquidity. It would also be accretive immediately, and more so in the long term. As a long term shareholder, Steel would commit not to tender into this offer. Importantly, in addition to lowering the Company's cost of capital and enhancing its EPS growth, this recapitalization would result in a strong and flexible balance sheet that would support the Company's long term strategic vision.

We have enclosed for your review a brief summary of the proposed transaction which includes an estimate of IKON's EPS and implied share prices at various valuations with and without a recapitalization. Clearly, if management believes it will achieve its business plan, shareholders will be significantly better off if the Company changes its capital structure and executes the recapitalization.

If the Company is unwilling to pursue a recapitalization now, we strongly recommend that IKON and its Board take all immediate steps necessary to fully explore other strategic alternatives for maximizing shareholder value. In particular, we believe the Company is ideally situated for an outright sale and that a sale process could result in the Company receiving offers from financial and strategic buyers at a premium to the current market price. Steel anticipates it would participate in any such sale process. Based upon substantive discussions with financing partners, Steel believes that it could obtain all necessary financing commitments within a very short period of time.

We look forward to continuing discussions with you and the other members of the Board on enhancing shareholder value. We trust that the best interests of all shareholders will continue to remain of paramount importance.

Respectfully,
Warren G. Lichtenstein

Lichtenstein's Steel Partners II Builds 10.7% Stake in Adaptec (ADPT)

In a 13D filing after the close Friday on Adaptec Inc. (Nasdaq: ADPT), Warren Lichtenstein's Steel Partners II disclosed a 10.7% stake (12.72 million share) in the company.

In a pretty standard disclosure, the firm said it has no current plans or proposals which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

The firm said the aggregate purchase price of the 12,717,587 Shares owned by Steel Partners II is $46,833,650, including brokerage commissions (about $3.68/share).

Steel Partners II Raises Stake in Selectica (SLTC) to 7.9%

In a 13D filing on Selectica Inc. (Nasdaq: SLTC), Warren Lichtenstein's Steel Partners II disclosed a 7.9% stake (2.54 million shares) in the company. The firm disclosed a 1.54 million share stake in SLTC for the quarter ended December 31, 2006.

The firm said it has no present plans or proposals which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D, but the firm said in the future they may seek to take certain actions with respect to its investment in the company.

Image from http://english.chosun.com at a board meeting of Korean tobacco maker KT&G in Seoul.

Steel Partners Continues to Cut Stake in Layne Christensen (LAYN)

In an amended 13D filing on Layne Christensen Co. (Nasdaq: LAYN), Steel Partners II disclosed a 6.6% stake (1.02 million shares) in the company. This is down from the 7.8% stake (1.2 million shares) the company disclosed on 12/13. The firm held 1.42 million shares for the quarter ended September 30, 2006.

On October 16, 2006, Warren Lichtenstein, the head of Steel Partners, resigned from the board of directors of the company and was replaced by Steel Partners VP John J. Quicke. The group has been an activist investor in Layne Christensen for some time, filing its first 13D in December of 2003.

Steel Partners II Lowers its Stake in Layne Christensen (LAYN)

In an amended 13D filing on Layne Christensen Co. (Nasdaq: LAYN), Steel Partners II disclosed a 7.8% stake (1.2 million shares) in the company. This is down from the 1.42 million share stake the firm disclosed for the quater ended September 30, 2006.

On October 16, 2006, Warren Lichtenstein, the head of Steel Partners, resigned from the board of directors of the company and was replaced by Steel Partners VP John J. Quicke. The group has been an activist investor in Layne Christensen for some time, filing its first 13D in December of 2003.