Mail Stop 7010
January 19, 2006
Via U.S. mail and facsimile
Mr. Richard L. Magee
General Counsel
EnPro Industries, Inc.
5605 Carnegie Boulevard, Suite 500
Charlotte, NC 28209
Re: EnPro Industries, Inc.
Registration Statement on Form S-3
Filed January 4, 2006
File No. 333-130857
Dear Mr. Magee:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Front Cover Page of Registration Statement
1. We note that each share of common stock you register will
include
a preferred stock purchase right. These rights must be registered
separately. Please revise accordingly.
2. Please be advised that Rule 416 may not be used to register for
resale an indeterminate amount of shares resulting from the
operation
of a conversion formula. The anti-dilution provisions
contemplated
by Rule 416 are those that are in the nature of stock splits,
dividends and the like. You must make a good-faith estimate of
the
number of share you may issue upon conversion to determine the
amount
you may register for resale. If the actual number of shares
issued
is greater than the amount registered, you must file a new
registration statement to resell the additional shares. Please
see
Interpretation 3.S. of the Securities Act section of the March
1999
Supplement to the Division of Corporation Finance`s Manual of
Publicly Available Telephone Interpretations, which is available
on
our website at www.sec.gov. Please revise footnote (6) to your
fee
table accordingly.
Selling Security Holders, page 23
3. If a selling security holder is not a natural person, please
disclose the natural person or persons with dispositive voting or
investment control. Please see Interpretation 4.S. of the
Regulation
S-K section of the March 1999 Supplement to the Division of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations, which is available on our website at www.sec.gov.
4. We note the disclosure in the second sentence of footnote (7)
to
your selling security holders table. It does not appear that the
referenced disclosure regarding the "underwriters" is provided in
the
Plan of Distribution section. Please revise accordingly.
Description of the Debentures, page 26
5. Please revise the third and fourth sentences of the second
paragraph to remove the implication that investors do not have
rights
relating to the description of the debentures in your prospectus.
Exhibit 5
6. Please have counsel revise its legal opinion to opine that each
preferred stock purchase right is a legal, binding obligation of
your
company and enforceable against your company.
7. We note the disclaimer set forth in the last sentence of the
second last paragraph of the legal opinion. Please have counsel
revise its legal opinion to indicate that the legal opinion speaks
through the effective date of your registration statement by
either
revising this disclaimer or by filing another opinion dated the
effective date.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
information. Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
and
that they have provided all information investors require for an
informed investment decision. Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of its registration statement,
it
should furnish a letter, at the time of such request,
acknowledging
that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of your registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act and the Exchange Act as
they relate to the proposed public offering of the securities
specified in your registration statement. We will act on the
request
and, pursuant to delegated authority, grant acceleration of the
effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please contact Andrew Schoeffler, Staff Attorney, at (202)
551-
3748 or, in his absence, the undersigned at (202) 551-3767 with
any
questions.
Sincerely,
Jennifer Hardy
Legal Branch Chief
cc: Mr. Stephen M. Lynch
Robinson, Bradshaw & Hinson, P.A.
101 North Tryon Street, Suite 1900
Charlotte, NC 8246
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Mr. Richard L. Magee
EnPro Industries, Inc.
January 19, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE