OLSHAN OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP PARK AVENUE TOWER 65 EAST 55TH STREET NEW YORK, NEW YORK 10022 TELEPHONE: 212.451.2300 December 19, 2005 FACSIMILE: 212.451.2222 WWW.OLSHANLAW.COM DIRECT DIAL: 212-451-2267 EMAIL: THALLINAN@OLSHANLAW.COM BY FEDERAL EXPRESS Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Abby Adams Re: NOVOSTE CORPORATION PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A FILED NOVEMBER 28, 2005 BY STEEL PARTNERS II, L.P., STEEL PARTNERS, L.L.C., AND WARREN G. LICHTENSTEIN Dear Ms. Adams: We acknowledge receipt of the letter of comment dated December 13, 2005 from the Staff (the "Comment Letter") with regard to the above-referenced matter. We have reviewed the Comment Letter with Steel Partners and provide the following supplemental response on its behalf. Unless otherwise indicated, the page references below are to the marked version of the enclosed paper copy of the Preliminary Schedule 14A filed on the date hereof. Capitalized terms used herein and not separately defined have the meanings given to them in the Preliminary Schedule 14A. For convenience we reprint your comments in italics. COVER PAGE, PAGE 1 1. AS THE COMPANY FILED ITS PRELIMINARY PROXY STATEMENT FIRST IN TIME, THE COMPANY IS ENTITLED TO USE THE WHITE PROXY CARD. PLEASE REVISE YOUR MATERIALS ACCORDINGLY. Response The preliminary proxy statement has been revised as requested to provide for a Green proxy card. 2. PLEASE TELL US WHY YOU ARE DIRECTING SECURITY HOLDERS TO SEND ANY NOTICE OF REVOCATION OR LATER DATED PROXY TO YOURSELF OR THE COMPANY, RATHER THAN SUBMITTING A COPY OF ANY SUBMISSION SENT TO THE COMPANY TO YOU, AS DISCUSSED ELSEWHERE IN THE DOCUMENT. NEW JERSEY OFFICE 2001 ROUTE 46 / SUITE 202 PARSIPPANY, NEW JERSEY 07054 TELEPHONE: 973.335.7400 FACSIMILE: 973.335.8018December 19, 2005 Securities and Exchange Commission Page 2 Response The preliminary proxy statement has been revised to conform the revocation procedure disclosure. See pages 1 and 2 of the preliminary proxy statement. PROPOSAL TO ADOPT PLAN OF DISSOLUTION AND DISSOLVE AND LIQUIDATE THE CORPORATION, PAGE 4 3. REVISE TO PROVIDE THE BASIS FOR YOUR SEVERAL STATEMENTS THROUGHOUT THE DOCUMENT ABOUT NOVOSTE'S SUPERIOR ALTERNATIVES AND ITS "FLAWED" PLAN. FOR EXAMPLE, REVISE PAGE 4 TO PROVIDE THE BASIS FOR YOUR STATEMENT THAT YOU "BELIEVE THAT THERE IS SIGNIFICANT POTENTIAL VALUE TO SHAREHOLDERS IN NOVOSTE REMAINING A PUBLIC COMPANY" AND THAT "SHAREHOLDER VALUE WILL BE MAXIMIZED THROUGH MAINTAINING NOVOSTE AS A PUBLIC COMPANY." Response The preliminary proxy statement has been revised as requested. See pages 4, 5 and 6 of the preliminary proxy statement. 4. REVISE TO CLARIFY THE MEANING OF THE DISCUSSION THAT THE LIQUIDATION PROPOSAL "WASTES THE COMPANY'S NET OPERATING LOSS CARRYFORWARDS," AVOIDING THE TERM "WASTE" HERE AND THROUGHOUT THE DOCUMENT. REVISE TO EXPLAIN THE CIRCUMSTANCES THAT MUST EXIST FOR THE COMPANY TO BE ABLE TO USE ITS NOL'S AND ALSO ENGAGE IN A TRANSACTION. Response The preliminary proxy statement has been revised as requested. See pages 4 and 5 of the preliminary proxy statement. 5. REVISE PAGE 6 TO PROVIDE ADDITIONAL BASIS FOR YOUR BELIEF THAT THERE EXIST "POTENTIALLY MORE FAVORABLE STRATEGIC OPPORTUNITIES FOR NOVOSTE THEN THE PROPOSED LIQUIDATION" AND WHY IT IS "PREMATURE FOR THE BOARD TO CONCLUDE THAT THERE ARE NOT VIABLE ALTERNATIVES AS A RESULT OF A FAILED SEARCH PROCESS." WE NOTE THAT YOU VOTED AGAINST THE FAILED ONI TRANSACTION. WITH A VIEW TOWARD DISCLOSURE, TELL US WHY YOU BELIEVE THAT ONI "WAS A POORLY CHOSEN MERGER CANDIDATE," YET IT APPEARS THAT YOU WOULD BE IN FAVOR OF A SIMILAR TRANSACTION WITH ANOTHER ENTITY TO BE DETERMINED. WE NOTE THAT NOVOSTE WAS SEEKING TO SELL ITS CORE BUSINESS IN RELATION TO THE ONI TRANSACTION, BECAUSE THE COMBINED ENTITY WOULD HAVE OPERATED IN ONI'S LINE OF BUSINESS AFTER THE MERGER. Response The preliminary proxy statement has been revised as requested. See pages 4, 6 and 7 of the preliminary proxy statement. December 19, 2005 Securities and Exchange Commission Page 3 ABSTENTIONS, PAGE 10 6. ON PAGE 10 YOU STATE THAT "STEEL PARTNERS BELIEVES THAT ABSTENTIONS WILL HAVE THE EFFECT OF A VOTE AGAINST THE LIQUIDATION PROPOSAL AND THE ASSET SALE PROPOSAL . . . " (EMPHASIS ADDED). PLEASE DESCRIBE FOR US ANY UNCERTAINTY REGARDING HOW ABSTENTIONS WILL BE COUNTED. PROVIDE SIMILAR INFORMATION WITH RESPECT TO BROKER NON-VOTES DISCUSSED LATER ON THIS PAGE. Response The preliminary proxy statement has been revised to definitively state the effect of abstentions on each proposal. All references to the effect of broker non-votes have been deleted as we do not believe brokers will have discretionary voting authority on any proposal given the contested nature of this solicitation. See pages 10 and 11 of the preliminary proxy statement. OTHER MATTERS AND ADDITIONAL INFORMATION, PAGE 12 7. PLEASE REVISE THE SECOND PARAGRAPH OF THIS SECTION TO DISCLOSE THE INFORMATION REQUIRED BY RULE 14A-5(E) RATHER THAN REFERRING SECURITY HOLDERS TO THE COMPANY'S PROXY. Response The requested information has been added to the preliminary proxy statement. See page 13 of the preliminary proxy statement. The Staff is invited to contact the undersigned with any comments or questions it may have. We would appreciate your prompt advice as to whether the Staff has any further comments. Very truly yours, /s/ Thomas P. Hallinan Thomas P. Hallinan
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PRRN14A Filing
Steel Partners Ii Inactive PRRN14ARevised preliminary proxy statement filed by non-management
Filed: 20 Dec 05, 12:00am