UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. )
Filed by
the Registrant ¨
Filed by
a Party other than the Registrant x
Check the
appropriate box:
¨ Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
¨ Definitive
Proxy Statement
x Definitive
Additional Materials
o Soliciting
Material Under Rule 14a-12
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ENPRO
INDUSTRIES, INC.
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|
(Name
of Registrant as Specified in Its Charter)
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STEEL
PARTNERS II, L.P.
STEEL
PARTNERS II GP LLC
STEEL
PARTNERS II MASTER FUND L.P.
STEEL
PARTNERS LLC
WARREN
G. LICHTENSTEIN
JAMES
R. HENDERSON
JOHN
J. QUICKE
KEVIN
C. KING
DON
DEFOSSET
DELYLE
BLOOMQUIST
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|
(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
x No
fee required.
¨ Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title
of each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
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|
(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
¨ Fee
paid previously with preliminary materials:
¨ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount
previously paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
2
Steel
Partners II, L.P. (“Steel”), together with the other participants named herein,
is filing materials contained in this Schedule 14A with the Securities and
Exchange Commission (“SEC”) in connection with the solicitation of proxies for
the election of its two director nominees at the 2008 annual meeting
of shareholders (the “Annual Meeting”) of EnPro Industries,
Inc. Steel has filed a definitive proxy statement with the SEC with
regard to the Annual Meeting.
Item
1: Voting Instructions to be mailed to stockholders:
4