Attached files
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| EX-99.3 - STEEL PARTNERS HOLDINGS L.P. | ex993to10ka104197004_123111.htm |
| EX-99.4 - STEEL PARTNERS HOLDINGS L.P. | ex994to10ka104197004_123111.htm |
| EX-32.2 - STEEL PARTNERS HOLDINGS L.P. | ex322to10ka104197004_123111.htm |
| EX-32.1 - STEEL PARTNERS HOLDINGS L.P. | ex321to10ka104197004_123111.htm |
| EX-31.2 - STEEL PARTNERS HOLDINGS L.P. | ex312to10ka104197004_123111.htm |
| EX-31.1 - STEEL PARTNERS HOLDINGS L.P. | ex311to10ka104197004_123111.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For The Fiscal Year Ended December 31, 2011
OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Transition Period from to
Commission File Number 000-5465
_______________
STEEL PARTNERS HOLDINGS L.P.
(Exact name of registrant as specified in its charter)
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Delaware
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13-3727655
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(State of or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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590 Madison Avenue, 32nd Floor
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New York, New York
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10022
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(Address of principal executive offices)
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(Zip code)
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Registrant's telephone number, including area code: 212-520-2300
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on
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Title of each class
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which registered
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NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Units, no par value
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ý
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No ý
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ý
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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¨
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Non-accelerated filer
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ý
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Accelerated filer
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¨
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Smaller reporting company
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¨
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
The aggregate market value of our common units held by non-affiliates of registrant as of June 30, 2011 was approximately $341.3 million.
On March 16, 2012, there were 25,183,039 common units outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K of Steel Partners Holdings L.P. (the “Company”), amends the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, which was filed with the Securities and Exchange Commission on March 26, 2012 (the “Original Form 10-K”). The Company is filing this Amendment No. 1 solely to provide Exhibits 99.3 and 99.4 that were not included in the Original Form 10-K.
No other changes have been made to the Original Form 10-K other than those described above. This Amendment No. 1 does not reflect subsequent events occurring after the filing date of the Original Form 10-K or modify or update in any way the disclosures made in the Original Form 10-K.
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Item 15.
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Exhibits and Financial Statement Schedules
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The following financial statements of Steel Partners Holdings L.P., and subsidiaries, are included in Part II, Item 8 of this report:
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Consolidated Balance Sheets as of December 31, 2011 and 2010
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Consolidated Statement of Operations for the years ended December 31, 2011 and 2010, and the periods July 16, 2009 to December 31, 2009 and January 1, 2009 to July 15, 2009
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Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010, and the periods July 16, 2009 to December 31, 2009 and January 1, 2009 to July 15, 2009
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Consolidated Statements of Changes in Capital and Comprehensive Income (loss) for the years ended December 31, 2011 and 2010, and the periods July 16, 2009 to December 31, 2009 and January 1, 2009 to July 15, 2009
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Notes to Consolidated Financial Statements
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(b)
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Exhibits.
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The following documents are filed as exhibits hereto:
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Exhibit No.
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Description
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3.1
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Certificate of Limited Partnership (incorporated by reference to Exhibit 3.1 to Steel Partners Holdings L.P.’s Registration Statement on Form 10 filed December 15, 2011).
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3.2
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Amendment to the Certificate of Limited Partnership, dated April 2, 2009 (incorporated by reference to Exhibit 3.2 to Steel Partners Holdings L.P.’s Registration Statement on Form 10 filed December 15, 2011).
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3.3
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Amendment to the Certificate of Limited Partnership, dated January 20, 2010 (incorporated by reference to Exhibit 3.3 to Steel Partners Holdings L.P.’s Registration Statement on Form 10 filed December 15, 2011).
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3.4
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Amendment to the Certificate of Limited Partnership, dated October 15, 2010 (incorporated by reference to Exhibit 3.4 to Steel Partners Holdings L.P.’s Registration Statement on Form 10 filed December 15, 2011).
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3.5
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Third Amended and Restated Limited Partnership Agreement of Steel Partners Holdings L.P., dated as of July 14, 2009 (incorporated by reference to Exhibit 3.5 to Steel Partners Holdings L.P.’s Registration Statement on Form 10 filed December 15, 2011).
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10.1*
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Third Amended and Restated Management Agreement by and between Steel Partners Holdings L.P. and Steel Partners LLC, dated January 1, 2012.
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10.2
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License Agreement by and between Steel Partners LLC and Steel Partners Holdings L.P., dated January 1, 2009 (incorporated by reference to Exhibit 10.3 to Steel Partners Holdings L.P.’s Registration Statement on Form 10 filed December 15, 2011).
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10.3
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Assignment and Assumption Agreement by and among Steel Partners II (Offshore) Ltd., WGL Capital Corp. and Steel Partners Holdings L.P., dated July 15, 2009 (incorporated by reference to Exhibit 10.4 to Amendment No. 1 of Steel Partners Holdings L.P.’s Registration Statement on Form 10 filed January 20, 2012).
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10.4
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Second Amended and Restated Deferred Fee Agreement, dated as of October 31, 2002, as amended and restated as of January 1, 2005, and as further amended and restated as of July 15, 2009, by and between Steel Partners Holdings L.P. and WGL Capital Corp (incorporated by reference to Exhibit 10.5 to Amendment No. 1 of Steel Partners Holdings L.P.’s Registration Statement on Form 10 filed January 20, 2012).
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10.5
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Investor Services Agreement by and among Steel Partners Holdings L.P., Steel Partners LLC and WGL Capital Corp., dated July 15, 2009 (incorporated by reference to Exhibit 10.6 to Steel Partners Holdings L.P.’s Registration Statement on Form 10 filed December 15, 2011).
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10.6
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Advance Agreement by and between Steel Partners Holdings L.P. and Steel Partners II Master Fund L.P., dated June 28, 2009 (incorporated by reference to Exhibit 10.7 to Steel Partners Holdings L.P.’s Registration Statement on Form 10 filed December 15, 2011).
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10.7
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Amended and Restated Services Agreement by and between Steel Partners Holdings L.P. and SP Corporate Services, LLC, effective as of dated July 15, 2009 (incorporated by reference to Exhibit 10.8 to Amendment No. 1 of Steel Partners Holdings L.P.’s Registration Statement on Form 10 filed January 20, 2012).
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10.8
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Letter Agreement by and between Steel Partners Holdings L.P. and Steel Partners II GP LLC, dated July 15, 2009 (incorporated by reference to Exhibit 10.9 to Steel Partners Holdings L.P.’s Registration Statement on Form 10 filed December 15, 2011).
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10.9
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Management Services Agreement by and between SP Corporate Services LLC and Handy & Harman Ltd. and Handy & Harman Group Ltd., dated as of January 1, 2012 (incorporated by reference to Exhibit 10.10 to Amendment No. 1 of Steel Partners Holdings L.P.’s Registration Statement on Form 10 filed January 20, 2012).
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21
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Subsidiaries of Steel Partners Holdings L.P. (incorporated by reference to Exhibit 21 to Amendment No. 1 of Steel Partners Holdings L.P.’s Registration Statement on Form 10 filed January 20, 2012).
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24*
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Power of Attorney.
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31.1**
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Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2**
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Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1**
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Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2**
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Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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99.1
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Financial Statements of Handy & Harman Ltd.( incorporated by reference to Exhibit 10.1 to Steel Partners Holdings L.P.’s Registration Statement on Form 10 filed on December 15, 2011).
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99.2*
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Financial Statements of Steel Excel Inc.
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99.3**
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Financial Statements of SL Industries, Inc.
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99.4**
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Financial Statements of Steel Partners II Liquidating Series Trust.
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** Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
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Dated: March 30, 2012
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STEEL PARTNERS HOLDINGS L.P.
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By:
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Steel Partners Holdings GP Inc.
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Its General Partner
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By:
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/s/ Warren G. Lichtenstein
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Warren G. Lichtenstein
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Chairman and Chief Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities indicated with respect to Steel Partners Holdings GP Inc., the general partner of Steel Partners Holdings L.P., and on behalf of the registrant and on the dates indicated below by the following persons in the capacities and on the dates indicated.
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By:
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/s/ Warren G. Lichtenstein
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March 30, 2012
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Warren G. Lichtenstein, Chairman of the Board
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Date
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By:
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/s/ James F. McCabe, Jr.
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March 30, 2012
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James F. McCabe, Jr., Chief Financial Officer
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Date
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(Principal Accounting Officer)
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By:
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*
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March 30, 2012
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Jack L. Howard, Director
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Date
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By:
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March 30, 2012
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Anthony Bergamo, Director
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Date
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By:
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*
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March 30, 2012
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John P. McNiff, Director
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Date
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By:
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*
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March 30, 2012
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Joseph L. Mullen, Director
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Date
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By:
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*
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March 30, 2012
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General Richard I. Neal, Director
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Date
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By:
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*
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March 30, 2012
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Allan R. Tessler, Director
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Date
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*By /s/ James F. McCabe, Jr.
James F. McCabe, Jr., Attorney-in-fact