sc13da1301874_11122007.htm
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. 13 )1

EnPro Industries, Inc.
(Name of Issuer)

Common Stock, $.01 Par Value
(Title of Class of Securities)

29355X 10 7
(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)

November 12, 2007
(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.


_______________
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. 29355X 10 7
 
1
NAME OF REPORTING PERSON
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) o
  (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,115,766
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,115,766
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,115,766
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.8%
14
TYPE OF REPORTING PERSON*
 
PN

2
CUSIP NO. 29355X 10 7
 
1
NAME OF REPORTING PERSON
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) o
  (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,115,766
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,115,766
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,115,766
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.8%
14
TYPE OF REPORTING PERSON*
 
                       OO


3
CUSIP NO. 29355X 10 7
 
1
NAME OF REPORTING PERSON
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) o
  (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,115,766
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,115,766
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,115,766
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.8%
14
TYPE OF REPORTING PERSON*
 
                       IN




4
CUSIP NO. 29355X 10 7

The following constitutes Amendment No. 13 (“Amendment No. 13”) to the Schedule 13D filed by the undersigned.  This Amendment No. 13 amends the Schedule 13D as specifically set forth.

Item 3 is hereby amended and restated to read as follows:
 
The aggregate purchase price of the 2,115,766 Shares owned by Steel Partners II is approximately $46,900,792.  The Shares owned by Steel Partners II were acquired with partnership funds.
 
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 21,614,476 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 September 30, 2007, as filed with the Securities and Exchange Commission on November 6, 2007.

As of the close of business on November 14, 2007, Steel Partners II beneficially owned 2,115,766 Shares, constituting approximately 9.8% of the Shares outstanding.  As the general partner of Steel Partners II, Partners LLC may be deemed to beneficially own the 2,115,766 Shares owned by Steel Partners II, constituting approximately 9.8% of the Shares outstanding. As the sole executive officer and managing member of Partners LLC, which in turn is the general partner of Steel Partners II, Mr. Lichtenstein may be deemed to beneficially own the 2,115,766 Shares owned by Steel Partners II, constituting approximately 9.8% of the Shares outstanding.  Mr. Lichtenstein has sole voting and dispositive power with respect to the 2,115,766 Shares owned by Steel Partners II by virtue of his authority to vote and dispose of such Shares.

Item 5(c) is hereby amended to add the following:
 
Schedule A annexed hereto lists all transactions in the Shares by the Reporting Persons since the filing of Amendment No. 12 to the Schedule 13D.  All of such transactions were effected in the open market.


5
CUSIP NO. 29355X 10 7


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: November 15, 2007
STEEL PARTNERS II, L.P.
   
 
By:
Steel Partners, L.L.C.,
General Partner
   
 
By:
  /s/ Lauren Isenman
   
Lauren Isenman
   
As Attorney In Fact for Warren G. Lichtenstein, Managing Member
   
   
 
STEEL PARTNERS, L.L.C.
   
 
By:
  /s/ Lauren Isenman
   
Lauren Isenman
   
As Attorney In Fact for Warren G. Lichtenstein, Managing Member
   
   
   /s/ Lauren Isenman
 
LAUREN ISENMAN
 
As Attorney In Fact for Warren G. Lichtenstein, Individually


6
CUSIP NO. 29355X 10 7



SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 12 to Schedule 13D

Shares of Common Stock
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase/Sale

STEEL PARTNERS II, L.P.

(1,000)
  
42.0065
10/01/07
(8,100)
  
42.0101
10/09/07
(14,418)
  
42.0065
10/09/07
(25,200)
  
42.0143
10/10/07
(3,200)
  
42.7184
10/16/07
(100)
  
43.3000
10/17/07
(100)
  
43.0000
10/18/07
(4,120)
  
43.0051
10/18/07
25,000
  
34.1594
11/08/07
140,100
  
34.1316
11/08/07
48,600
  
33.6892
11/09/07
100,000
  
33.7112
11/12/07
21,300
  
33.4500
11/13/07
30,509
  
33.2807
11/14/07


STEEL PARTNERS, L.L.C.

None

WARREN G. LICHTENSTEIN

None
 
 
7