UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. )1
Steel Partners Holdings L.P.
(Name of Issuer)
Common Units, no par value
(Title of Class of Securities)
85814R107
(CUSIP Number)
Warren G. Lichtenstein
Steel Partners, Ltd.
590 Madison Avenue, 32nd Floor
New York, New York 10022
(212) 520-2300
(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)
April 11, 2012
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.
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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 (“Act”) 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. 85814R107
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1
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NAME OF REPORTING PERSON
WGL CAPITAL CORP.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
COLORADO
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
6,403,002 (1)
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
6,403,002 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,403,002 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%
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14
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TYPE OF REPORTING PERSON
CO
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(1) Consists of 6,403,002 Class B Common Units.
2
CUSIP NO. 85814R107
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1
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NAME OF REPORTING PERSON
STEEL PARTNERS, LTD.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO, WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
6,521,393 (1)
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
6,521,393 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,521,393 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
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14
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TYPE OF REPORTING PERSON
CO
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(1) Includes 6,403,002 Class B Common Units.
3
CUSIP NO. 85814R107
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1
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NAME OF REPORTING PERSON
WARREN G. LICHTENSTEIN
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO, AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
1,665,195
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8
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SHARED VOTING POWER
6,521,393 (1)
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9
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SOLE DISPOSITIVE POWER
1,665,195
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10
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SHARED DISPOSITIVE POWER
6,521,393 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,186,588 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.9%
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14
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TYPE OF REPORTING PERSON
IN
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(1) Includes 6,403,002 Class B Common Units.
4
CUSIP NO. 85814R107
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
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Item 1.
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Security and Issuer.
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This statement relates to the Common Units, no par value, including Class B Common Units, of Steel Partners Holdings L.P. (the “Issuer”). The Class B Common Units have the same rights as the Common Units except that a Class B Common Unit will not be saleable in the public market until the capital account allocable to such Class B Common Unit is equal to the capital account allocable to a Common Unit (“Capital Account Alignment”), determined as if a Class B Common Unit and a Common Unit were separate partnership interests for U.S. federal income tax purposes. At such time that Capital Account Alignment is achieved, a Class B Common Unit will convert automatically into a Common Unit. Class B Common Units (including Class B Common Units received in respect of a year) will be allocated their share of taxable income based on their percentage interests, except as otherwise determined by the Issuer. The Common Units, including the Class B Common Units, are collectively referred to herein as the “Units”. The address of the principal executive offices of the Issuer is 590 Madison Avenue, 32nd Floor, New York, New York 10022.
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Item 2.
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Identity and Background.
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(a) This statement is filed by WGL Capital Corp., a Colorado corporation (“WGL”), Steel Partners, Ltd., a Delaware corporation (“SPL”), and Warren G. Lichtenstein. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
SPL is the sole shareholder of WGL. Warren G. Lichtenstein is the Chief Executive Officer, Treasurer, Secretary and sole director of WGL and the Chief Executive Officer and sole director of SPL. By virtue of these relationships, Mr. Lichtenstein may be deemed to beneficially own the Units owned directly by SPL. In addition, Mr. Lichtenstein and SPL may be deemed to beneficially own the Units owned directly by WGL. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the director and executive officers of SPL. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons or entities listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
(b) The principal business address of each of SPL and Warren G. Lichtenstein is 590 Madison Avenue, 32nd Floor, New York, New York 10022. The principal business address of WGL is 777 Spruce Street, Aspen, Colorado 81611.
(c) WGL is a holding company. SPL is a holding company. The principal occupation of Warren G. Lichtenstein is serving as the Chairman and Chief Executive Officer of Steel Partners Holdings GP Inc., the general partner of the Issuer.
(d) No Reporting Person nor any person listed on Schedule A annexed hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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CUSIP NO. 85814R107
(e) No Reporting Person nor any person listed on Schedule A annexed hereto 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.
(f) Each of the individuals who are Reporting Persons or listed on Schedule A are citizens of the United States of America. WGL is a Colorado corporation. SPL is a Delaware corporation.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The 118,391 Units owned directly by SPL were acquired as follows: (i) 103,541 Units were acquired by SPL with its working capital in private transactions for an aggregate purchase price of approximately $773,120; and (ii) 14,850 Units were acquired in connection with a settlement agreement with a former investor in an affiliated entity.
The 6,403,002 Class B Units owned directly by WGL were acquired pursuant to the arrangements discussed in Item 4 below.
The 1,665,195 Units owned directly by Warren G. Lichtenstein were acquired as follows: (i) 100,026 Units were distributed as a dividend by WGL to Mr. Lichtenstein, who at the time was the sole shareholder of WGL (these Units were initially distributed to WGL by Steel Partners II (Offshore) Ltd. (“Steel Offshore”) and Steel Partners II (Onshore) LP (“Steel Onshore”), in connection with the restructuring of such entities; (ii) 1,564,544 Units were distributed to Mr. Lichtenstein by Steel Onshore and (iii) 625 Units were received in exchange for 625 shares of common stock of a predecessor of the Issuer.
Set forth on Schedule B annexed hereto (“Schedule B”) is the aggregate purchase price of the Units beneficially owned, if any, by each of the persons, who are not Reporting Persons, listed on Schedule A.
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Item 4.
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Purpose of Transaction.
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On April 11, 2012, as a result of the termination of that certain Investor Services Agreement by and between the Issuer and WGL, and pursuant to the terms of the Second Amended and Restated Deferred Fee Agreement by and between the Issuer and WGL, 6,403,002 Class B Units were issued to WGL by the Issuer.
In connection with the issuance of the Class B Units to WGL, WGL entered into a lock-up agreement (the “Lock-Up Agreement”) pursuant to which WGL agreed that it shall not offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell (or announce any offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option or contract to purchase, purchase of any option or contract of sale, grant of any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any holder at any time in the future), the Class B Units for a period of one year from April 11, 2012. A copy of the Lock-Up Agreement is attached as Exhibit 99.1 hereto and incorporated herein by reference.
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CUSIP NO. 85814R107
Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Units at prices that would make the purchase or sale of Units desirable, the Reporting Persons may endeavor to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of Units on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable to the extent permitted by the Lock-Up Agreement (with respect to the Class B Units) or applicable law.
No Reporting Person has 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 except as set forth herein or such as would occur upon completion of any of the actions discussed herein or in Mr. Lichtenstein’s capacity as an executive officer and director of the general partner of the Issuer.
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Item 5.
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Interest in Securities of the Issuer.
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(a) The aggregate percentage of Units reported owned by each person named herein is based upon 31,586,041 Units outstanding, which is the total number of Units (including the Class B Units issued to WGL) outstanding as of the date hereof based on information obtained from the Issuer.
As of the close of business on April 16, 2012, WGL owned directly 6,403,002 Class B Units, constituting approximately 20.3% of the Units outstanding. By virtue of their relationship with WGL discussed in further detail in Item 2, each of SPL and Warren G. Lichtenstein may be deemed to beneficially own the Units owned directly by WGL.
As of the close of business on April 16, 2012, SPL owned directly 118,391 Units, constituting approximately 20.6% of the Units outstanding. By virtue of his relationship with SPL discussed in further detail in Item 2, Warren G. Lichtenstein may be deemed to beneficially own the Units owned directly by SPL.
As of the close of business on April 16, 2012, Warren G. Lichtenstein owned directly 1,665,195 Units, constituting approximately 25.9% of the Units outstanding.
(b) Each of the Reporting Persons may be deemed to have shared power to vote and dispose of the Units reported in this Schedule 13D owned directly by WGL. Each of SPL and Warren G. Lichtenstein may be deemed to have shared power to vote and dispose of the Units reported in this Schedule 13D owned directly by SPL. Warren G. Lichtenstein has the sole power to vote and dispose of the Units reported in this Schedule 13D owned directly by him.
(c) On April 11, 2012, WGL acquired 6,403,002 Class B Units from the Issuer pursuant to the arrangements discussed in Item 4 above. On March 23, 2012, WGL distributed to Warren G. Lichtenstein, who at the time was the sole shareholder of WGL, 100,026 Units as a dividend. There were no other transactions in securities of the Issuer by the Reporting Persons during the past 60 days.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Units.
(e) Not applicable.
7
CUSIP NO. 85814R107
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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On April 11, 2012, WGL and the Issuer entered into the Lock-Up Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments thereto. Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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99.1 Lock-Up Agreement by and between WGL Capital Corp. and Steel Partners Holdings L.P., dated April 11, 2012.
99.2 Joint Filing Agreement by and among WGL Capital Corp., Steel Partners, Ltd. and Warren G. Lichtenstein, dated April 16, 2012.
99.3 Powers of Attorney.
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CUSIP NO. 85814R107
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.
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Dated: April 16, 2012
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WGL CAPITAL CORP.
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By:
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/s/ Warren G. Lichtenstein
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Warren G. Lichtenstein
Chief Executive Officer
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STEEL PARTNERS, LTD.
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By:
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/s/ Warren G. Lichtenstein
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Warren G. Lichtenstein
Chief Executive Officer
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/s/ Warren G. Lichtenstein
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WARREN G. LICHTENSTEIN
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9
CUSIP NO. 85814R107
SCHEDULE A
Director and Executive Officers of Steel Partners, Ltd.
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Name and Position
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Present Principal Occupation
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Business Address
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Warren G. Lichtenstein, Chairman,
Chief Executive Officer and sole Director
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Chairman and Chief Executive Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company
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c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
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Jack L. Howard,
President and Secretary
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President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company, and a principal of Mutual Securities, Inc., a registered broker dealer
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c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
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James F. McCabe, Jr.,
Vice President, Chief Financial Officer, Treasurer and Assistant Secretary
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Chief Financial Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company
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c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
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10
CUSIP NO. 85814R107
SCHEDULE B
Interest in Securities of the Issuer by the Persons, Who Are Not Reporting Persons, Listed on Schedule A
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Name
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Number of Units
Beneficially Owned
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Percentage
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Aggregate Cost
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Jack L. Howard
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2,821,2381
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8.9%
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$2
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1 Consists of the following: (i) 543,648 Units held directly by Mr. Howard; (ii) 1,519,552 Units owned by The II Trust; (iii) 747,938 Units owned by The III Trust; and (iv) 10,100 Units owned by EMH Howard, LLC (“EMH”). Mr. Howard is the trustee for The II Trust and The III Trust and is the managing member of EMH. Mr. Howard may be deemed to have investment and voting power with respect to the Units held by The II Trust, The III Trust and EMH. Mr. Howard disclaims beneficial ownership of such Units owned by The II Trust, The III Trust and EMH. Absent banking regulatory approval, voting rights are forfeited with respect to all Units in excess of 9.9%, and such Units may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of unitholders (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes.
2The 2,821,238 Units beneficially owned by Jack L. Howard were acquired as follows: (i) with respect to the 543,648 Units owned directly by Mr. Howard, 533,794 Units were received as a distribution from Steel Onshore in connection with the restructuring of such entity and 9,854 Units were received in exchange for 9,854 shares of common stock of a predecessor of the Issuer; (ii) the 2,267,490 Units owned directly by The II Trust and The III Trust were transferred to them following a distribution by Steel Onshore; and (iii) the 10,100 Units owned directly by EMH were received in exchange for 10,100 shares of common stock of a predecessor of the Issuer.
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Units, no par value, including Class B Common Units, of Steel Partners Holdings L.P. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
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Dated: April 16, 2012
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WGL CAPITAL CORP.
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By:
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/s/ Warren G. Lichtenstein
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Warren G. Lichtenstein
Chief Executive Officer
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STEEL PARTNERS, LTD.
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By:
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/s/ Warren G. Lichtenstein
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Warren G. Lichtenstein
Chief Executive Officer
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/s/ Warren G. Lichtenstein
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WARREN G. LICHTENSTEIN
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