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Published on 5/27/2008 in the Prospect News Special Situations Daily.

Point Blank won't budge on Steel Partners' need for signed non-disclosure containing standstill

By Lisa Kerner

Charlotte, N.C., May 27 - Point Blank Solutions, Inc. said it continues to welcome Steel Partners II, LP's participation in the company's "well-defined" strategic review process, which Point Blank noted is "consistent with industry norms,"

The comments were made in a May 27 letter to Steel Partners in response to the shareholder's refusal to sign a non-disclosure agreement containing a standstill, which other participating parties in the process have signed, a Point Blank news release stated.

Steel Partners believes Point Blank is in no position to ask one of its largest shareholders to agree to a standstill given "shrinking revenues, higher cost margins and declining profitability" recently announced by the company, as well as Point Blank's "grim" outlook for the current fiscal quarter, it was reported in a schedule 13D filing with the Securities and Exchange Commission.

The investor believes Point Blank's strategic review is an excuse to further delay the 2008 annual meeting "with the sole intention of entrenching management," the filing said.

In February, Steel Partners nominated a slate of five people for election to Point Blank's board.

On April 8, Point Blank postponed its 2008 annual meeting until Aug. 19 from April 22 and said the board will explore strategic alternatives to enhance stockholder value, including a possible sale of the company, with the assistance of Wachovia Securities.

On April 17, Steel Partners said it filed a lawsuit requesting that the Court of Chancery of the State of Delaware order the company to hold its 2008 annual meeting of stockholders and grant Steel Partners appropriate relief.

Point Blank said it believes Steel Partners' lawsuit is without merit.

Steel Partners noted that Point Blank has not held an annual meeting of stockholders since May 6, 2005.

Point Blank is a Pompano Beach, Fla., producer of body armor systems for law enforcement and the military.


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