Steel Partners denies suggesting Point Blank delay annual meeting

By Lisa Kerner

Charlotte, N.C., April 10 - Steel Partners II, LP said it did not suggest that Point Blank Solutions, Inc. postpone its annual meeting as the company announced on April 8 and demanded that Point Blank hold the annual meeting on April 22 as originally scheduled.

In an April 10 letter to Point Blank chief executive officer, General Larry R. Ellis, Steel Partners said it was surprised by the company's "string of misleading statements" regarding Point Blank's discussions with the investor. The talks, according to Steel Partners, were for settlement purposes only.

Steel Partners said the discussions concerned its belief that Point Blank should be sold to the highest bidder, should immediately begin a sale process and should only postpone the 2008 annual meeting "within the framework of a definitive settlement agreement" that included the appointment of stockholder representatives to the board.

The investor denied stating that it was prepared to purchase Point Blank for "no less than $5.50 per share."

In its letter, Steel Partners said that for Point Blank to state one business day after Steel Partners received the company's counter-proposal that 'the parties were unable to reach an agreement' makes Steel Partners question whether Point Blank ever had "a genuine interest in settling this matter" or merely used the discussions to further its "own self-serving agenda."

According to Steel Partners, Point Blank has not held an annual meeting since May 2005 and "has run out of excuses to delay this meeting."

On April 8, Point Blank said its board of directors will explore strategic alternatives to enhance stockholder value, including a possible sale of the company, with the assistance of Wachovia Securities.

As a result, the date Point Blank's annual meeting has been changed to Aug. 19 from April 22, a move supported by many of the company's major stockholders, Point Blank claimed.

The decision followed several days of consultation with advisers and stockholders, including Steel Partners, according to Point Blank's news release.

It was previously reported that Point Blank rejected Steel Partners' Oct. 30 offer to acquire the company for $5.50 cash per share.

On Feb. 8, Steel Partners nominated a slate of five people for election to the company's board of directors at its 2008 annual meeting:

• James R. Henderson, managing director and operating partner of Steel Partners LLC;

• Terry R. Gibson, managing director of SP Corporate Services LLC, a management services company owned by Steel Partners;

• General Merrill A. McPeak, president of McPeak and Associates;

• Robert Chefitz, managing member of NJTC Venture Fund with over 25 years of experience investing in security, technology and biotech companies; and

• Bernard C. Bailey, chairman and CEO of Paraquis Solutions LLC with more than 25 years of operational experience in the high-tech and security sectors.

Point Blank is a Pompano Beach, Fla., producer of body armor systems for law enforcement and the military.

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