sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )(1)
Conseco, Inc.
-------------
(Name of Issuer)
Common Stock, par value $0.01
-----------------------------
(Title of Class of Securities)
208464883
---------
(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)
September 10, 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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 15 Pages)
------------
(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 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. 208464883 13D Page 2 of 15 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
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) / /
(b) / /
--------------------------------------------------------------------------------
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 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 11,143,501 (1)
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
11,143,501 (1)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,143,501 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes 40,000 Shares underlying short put options.
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CUSIP No. 208464883 13D Page 3 of 15 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
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) / /
(b) / /
--------------------------------------------------------------------------------
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 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 11,143,501 (1)
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
11,143,501 (1)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,143,501 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes 40,000 Shares underlying short put options.
---------------------- ----------------------
CUSIP No. 208464883 13D Page 4 of 15 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
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) / /
(b) / /
--------------------------------------------------------------------------------
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 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 11,143,501 (1)
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
11,143,501 (1)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,143,501 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes 40,000 Shares underlying short put options.
---------------------- ----------------------
CUSIP No. 208464883 13D Page 5 of 15 Pages
---------------------- ----------------------
The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
Item 1. SECURITY AND ISSUER.
This statement relates to shares of the Common Stock, par value
$0.01 per share (the "Shares"), of Conseco, Inc. (the "Issuer"). The address
of the principal executive offices of the Issuer is 11825 N. Pennsylvania
Street, Carmel, Indiana 46032.
Item 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Steel Partners II, L.P., a Delaware
limited partnership ("Steel Partners II"), Steel Partners, L.L.C., a Delaware
limited liability company ("Partners LLC") and Warren G. Lichtenstein. Each of
the foregoing is referred to as a "Reporting Person" and collectively as the
"Reporting Persons."
Partners LLC is the general partner of Steel Partners II. The sole
executive officer and managing member of Partners LLC is Warren G. Lichtenstein,
who is Chairman of the Board, Chief Executive Officer and Secretary. By virtue
of his positions with Partners LLC and Steel Partners II, Mr. Lichtenstein has
the power to vote and dispose of the Issuer's Shares owned by Steel Partners II.
Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The principal business address of each Reporting Person is 590
Madison Avenue, 32nd Floor, New York, New York 10022.
(c) The principal business of Steel Partners II is investing in
securities. The principal business of Partners LLC is acting as the general
partner of Steel Partners II. The principal occupation of Mr. Lichtenstein is
investing in securities.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person has, during the last five years, been party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Lichtenstein is a citizen of the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price of the 11,103,501 Shares (excluding
40,000 Shares underlying short put options) owned by Steel Partners II is
approximately $193,467,190, including brokerage commissions. The Shares owned by
Steel Partners II were acquired with partnership funds.
---------------------- ----------------------
CUSIP No. 208464883 13D Page 6 of 15 Pages
---------------------- ----------------------
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons purchased the Shares based on the Reporting
Persons' belief that the Shares, when purchased, were undervalued and
represented an attractive investment opportunity. Depending upon overall market
conditions, other investment opportunities available to the Reporting Persons,
and the availability of Shares at prices that would make the purchase of
additional Shares desirable, the Reporting Persons may endeavor to increase
their position in the Issuer through, among other things, the purchase of Shares
on the open market or in private transactions or otherwise, on such terms and at
such times as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which would
relate to or result in any of the matters set forth in subparagraphs (a) - (j)
of Item 4 of Schedule 13D except as set forth herein or such as would occur upon
completion of any of the actions discussed above. Steel Partners II intends to
review its investment in the Issuer on a continuing basis and engage in
discussions with management and the Board of Directors of the Issuer concerning
the business, operations and future plans of the Issuer. Depending on various
factors including, without limitation, the Issuer's financial position and
investment strategy, the price levels of the Shares, conditions in the
securities markets and general economic and industry conditions, Steel Partners
II may in the future take such actions with respect to its investment in the
Issuer as it deems appropriate including, without limitation, seeking Board
representation, making proposals to the Issuer concerning changes to the
capitalization, ownership structure or operations of the Issuer, purchasing
additional Shares, selling some or all of its Shares, engaging in short selling
of or any hedging or similar transaction with respect to the Shares or changing
its intention with respect to any and all matters referred to in Item 4.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate percentage of Shares reported owned by each person
named herein is based upon 188,699,343 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 June 30, 2007 filed with the Securities and
Exchange Commission on August 9, 2007.
As of the close of business on September 18, 2007, Steel Partners II
beneficially owned 11,143,501 Shares (including 40,000 Shares underlying short
put options), constituting approximately 5.9% of the Shares outstanding. As the
general partner of Steel Partners II, Partners LLC may be deemed to beneficially
own the 11,143,501 Shares (including 40,000 Shares underlying short put options)
owned by Steel Partners II, constituting approximately 5.9% 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 11,143,501 Shares (including 40,000 Shares
underlying short put options) owned by Steel Partners II, constituting
approximately 5.9% of the Shares outstanding. Mr. Lichtenstein has sole voting
and dispositive power with respect to the 11,143,501 Shares (including short put
options) owned by Steel Partners II by virtue of his authority to vote and
dispose of such Shares.
---------------------- ----------------------
CUSIP No. 208464883 13D Page 7 of 15 Pages
---------------------- ----------------------
(b) By virtue of his positions with Partners LLC and Steel Partners
II, Mr. Lichtenstein has the sole power to vote and dispose of the Shares
reported in this Schedule 13D.
(c) Schedule A annexed hereto lists all transactions in the
securities of the Issuer during the past sixty days by the Reporting Persons.
All of such transactions were effected in the open market.
(d) No person other than the Reporting Persons is known to have the
right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Other than as described herein, there are no contracts,
arrangements, understandings or relationships among the Reporting Persons, or
between the Reporting Persons and any other person, with respect to the
securities of the Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement by and among Steel Partners II, L.P.,
Steel Partners, L.L.C. and Warren G. Lichtenstein, dated
September 19, 2007.
2. Powers of Attorney.
---------------------- ----------------------
CUSIP No. 208464883 13D Page 8 of 15 Pages
---------------------- ----------------------
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: September 19, 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
---------------------- ----------------------
CUSIP No. 208464883 13D Page 9 of 15 Pages
---------------------- ----------------------
SCHEDULE A
----------
Transactions in the Securities of the Issuer During the Past 60 Days
--------------------------------------------------------------------
Class of Securities Price Per Date of
Security Purchased / (Sold) Share($) Purchase / Sale
-------- ------------------ -------- ---------------
STEEL PARTNERS II, L.P.
-----------------------
Common Stock 546,371 19.9170 07/11/07
Common Stock 300,000 19.9914 07/12/07
Common Stock 250,000 20.1269 07/13/07
Common Stock 91,586 20.0996 07/17/07
Common Stock 200,000 19.8777 07/18/07
Common Stock 34,200 19.9342 07/19/07
Common Stock 100,000 19.9976 07/20/07
Common Stock 23,362 19.9396 07/23/07
Common Stock 25,000 20.0000 07/24/07
Common Stock 100,000 18.6139 07/27/07
Common Stock 20,000 18.3433 07/30/07
Common Stock 30,205 18.3896 07/31/07
Common Stock 11,674 17.7496 08/01/07
Common Stock 140,000 18.2384 08/02/07
Common Stock 1,000,000 14.7251 08/10/07
Common Stock 300,000 14.5692 08/10/07
Common Stock 100,000 14.9289 08/13/07
Common Stock 100,000 14.6095 08/14/07
Common Stock 100,000 14.7315 08/14/07
Short Put Option (400) -- 08/14/07
($15 Strike Price)
Common Stock 107,884 13.8216 08/16/07
Common Stock 50,000 14.2650 08/23/07
Common Stock 107,600 14.1984 08/24/07
Common Stock 200,000 14.2293 08/27/07
Common Stock 172,710 13.5366 09/10/07
Common Stock 367,458 13.5100 09/11/07
Common Stock 200,000 13.5357 09/12/07
Common Stock 278,400 13.5292 09/12/07
Common Stock 200,000 13.6826 09/13/07
Common Stock 55,800 13.7537 09/13/07
Common Stock 250,000 13.6600 09/14/07
Common Stock 210,600 13.8399 09/14/07
---------------------- ----------------------
CUSIP No. 208464883 13D Page 10 of 15 Pages
---------------------- ----------------------
Common Stock 50,000 13.8000 09/14/07
Common Stock 73,019 13.7804 09/17/07
Common Stock 4,300 13.7993 09/18/07
STEEL PARTNERS, L.L.C.
----------------------
None
WARREN G. LICHTENSTEIN
----------------------
None
---------------------- ----------------------
CUSIP No. 208464883 13D Page 11 of 15 Pages
---------------------- ----------------------
EXHIBIT INDEX
Exhibit Page
------- ----
1. Joint Filing Agreement by and among Steel Partners II, 12
L.P., Steel Partners, L.L.C. and Warren G. Lichtenstein,
dated September 19, 2007.
2. Powers of Attorney. 13 to 15
---------------------- ----------------------
CUSIP No. 208464883 13D Page 12 of 15 Pages
---------------------- ----------------------
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of a Statement on Schedule 13D dated September 19, 2007
(including amendments thereto) with respect to the Common Stock of Conseco, Inc.
This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: September 19, 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
---------------------- ----------------------
CUSIP No. 208464883 13D Page 13 of 15 Pages
---------------------- ----------------------
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned hereby
constitutes and appoints LAUREN ISENMAN signing singly, the undersigned's true
and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned all documents relating to
the business of Steel Partners II, L.P. including, but not limited to, all
filings with the Securities and Exchange Commission, any stock exchange and any
other regulatory, administrative or similar authority, and all memoranda,
correspondence, communications or the like, except that such attorney-in-fact
shall have no power to execute any document that has the effect of creating a
financial commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.
2. Do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such document,
complete and execute any amendment or amendments thereto, and timely file such
document with the appropriate authority.
3. Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with any rules or regulations
including federal securities laws.
This Power of Attorney shall remain in full force and effect until
December 31, 2007 unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 27th day of December, 2006.
STEEL PARTNERS II, L.P. STEEL PARTNERS, L.L.C.
By: /s/ Warren G. Lichtenstein
--------------------------
By: Steel Partners, L.L.C. Warren G. Lichtenstein
General Partner Managing Member
By: /s/ Warren G. Lichtenstein /s/ Warren G. Lichtenstein
-------------------------- --------------------------
Warren G. Lichtenstein Warren G. Lichtenstein
Managing Member
---------------------- ----------------------
CUSIP No. 208464883 13D Page 14 of 15 Pages
---------------------- ----------------------
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned hereby
constitutes and appoints JACK L. HOWARD signing singly, the undersigned's true
and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned all documents relating to
the business of Steel Partners II, L.P. including, but not limited to, all
filings with the Securities and Exchange Commission, any stock exchange and any
other regulatory, administrative or similar authority, and all memoranda,
correspondence, communications or the like, except that such attorney-in-fact
shall have no power to execute any document that has the effect of creating a
financial commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.
2. Do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such document,
complete and execute any amendment or amendments thereto, and timely file such
document with the appropriate authority.
3. Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with any rules or regulations
including federal securities laws.
This Power of Attorney shall remain in full force and effect until
December 31, 2007 unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 27th day of December, 2006.
STEEL PARTNERS II, L.P. STEEL PARTNERS, L.L.C.
By: /s/ Warren G. Lichtenstein
--------------------------
By: Steel Partners, L.L.C. Warren G. Lichtenstein
General Partner Managing Member
By: /s/ Warren G. Lichtenstein /s/ Warren G. Lichtenstein
-------------------------- --------------------------
Warren G. Lichtenstein Warren G. Lichtenstein
Managing Member
---------------------- ----------------------
CUSIP No. 208464883 13D Page 15 of 15 Pages
---------------------- ----------------------
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned hereby
constitutes and appoints STEVEN WOLOSKY signing singly, the undersigned's true
and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned all documents relating to
the business of Steel Partners II, L.P. including, but not limited to, all
filings with the Securities and Exchange Commission, any stock exchange and any
other regulatory, administrative or similar authority, and all memoranda,
correspondence, communications or the like, except that such attorney-in-fact
shall have no power to execute any document that has the effect of creating a
financial commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.
2. Do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such document,
complete and execute any amendment or amendments thereto, and timely file such
document with the appropriate authority.
3. Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with any rules or regulations
including federal securities laws.
This Power of Attorney shall remain in full force and effect until
December 31, 2007 unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 27th day of December, 2006.
STEEL PARTNERS II, L.P. STEEL PARTNERS, L.L.C.
By: /s/ Warren G. Lichtenstein
--------------------------
By: Steel Partners, L.L.C. Warren G. Lichtenstein
General Partner Managing Member
By: /s/ Warren G. Lichtenstein /s/ Warren G. Lichtenstein
-------------------------- --------------------------
Warren G. Lichtenstein Warren G. Lichtenstein
Managing Member