Three brief items

1. Ruisi Leaves Rowan's board

Rowan Companies Inc., an oil and gas drilling company based in San Francisco, Calif., said in a filing July 29th (Wednesday) that Lawrence Ruisi has resigned from its board of directors.

Ruisi was there at the designation of Steel Partners II LP, which named him to the board back when Steel Partners owned 9.5% of Rowan's equity, and was seeking to change the strategic direction of what it saw as an undervalued company. Those days are gone. Steel Partners' attention has moved elsewhere, and it now owns only 3.8% of Rowan.

2. Children's Place to Buy 2.45 million shares from Dabah

Ezra Dabah is a former chief executive of Children's Place Retail Stores Inc., a children's apparel retailer. He left that post at the recommendation of the board in September 2007.

Dabah tried to buy the company last year, and this year he seemed poised to wage a proxy fight to gain control of Children's Place at the stockholders meeting July 31, Friday. He had a slate of three allies in the running. If they had all won, then (given his own seat and that of his father-in-law, Stanley Silverstein) he would have had that control.

It was not to be. Instead, the company agreed to buy half of Dabah's stake from him, i.e. 2.45 million shares.

3. Carlisle Goldfields Ltd (CGJ), a Canadian firm engaged in the exploration and development of mineral properties, held its annual shareholders meeting Friday, July 31.

One of the bones of contention between management and dissidents was the cause of the de-listing of CGJ from the Toronto Stock Exchange on June 16, 2009. Dissidents appear to have blamed it on the incompetence of the incumbents. Incumbents reply that the TSX was concerned over two issues -- martket capitalization and the fact that the CEO and the CFO were at that time one and the same.

"Market capitalization issues are not uncommon at this time at the TSX, with numerous companies under the same scrutiny; however, the trading price of the Company's shares is not something over which management or the Company has any control. Regarding the dual role of CEO and CFO by the same individual, the Company could not afford a CFO at the time so the President and CEO took on the second role by becoming CFO on an interim basis to ensure that the Company could file its financial statements and avoid serious regulatory penalties."

Management says that it has a plan to be re-listed soon after the election. We'll se how the votes tally up.

Big Win for Steel Partners

Point Blank held its long-deferred annual meeting yesterday. And Steel Partners II won a smashing victory, putting five nominees on a seven-member board.

Point Blank is a Florida based manufacturer of body armor.

It would now seem to be in the control of Warren Lichtenstein, the principal of Steel Partners. Mr. Lichtenstein's victory statement said: "We continue to believe that Point Blank should not remain a standalone company competing on uneven terms against much larger competitors in a weakening market."

He and his associates will presumably begin the search for a buyer.

The vote wasn't even close. Seldom are victories for the dissidents this lopsided. Steel's five nominees received 65 percent of the voted shares, compared with only 14 percent for Point Blank's candidates.

The results render moot some litigation now before the Chancery Court of the state of Delaware.

GenCorp settlement

Defense contractor GenCorp now appears to be headed to an uneventful annual meeting this week (Wednesday) after reaching an agreement with Steel Partners, the hedge fund that controls 14% of its equity.

As part of the settlement, GenCorp's president and chief executive, Terry Hall, has stepped down. The interim CEO is J. Scott Neish, and efforts to recruit a permanent replacement for Hall are underway.

Also, three new directors recommended by Steel Partners will take seats on the 8-member board of directors.

The parties apparently reached this agreement on March 5, but didn't announce it until the 17th. In the first two trading days after the announcement, GenCorp's stock price rose markedly. But in the following two days the price slide back to the pre-announcement level. The lesson, I suppose, is that although investors were happy with the resolution, broader market turmoil overwhelmed that narrow-gauge sort of happiness.

GenCorp meeting date set

GenCorp's shareholder's meeting is now set for March 26 at the Ritz-Carlton in Washington, DC. The record date is February 1.

To their credit (in my humble opinion) the board of GenCorp has made some moves over the last couple of years to modernize their system of governance. It has separated the role of chairman from that of chief executive; it has allowed the expiration of an old "poison pill" provision; and it has declassified its board.

Of course, it has done these things under pressure. Still, it has done them.

Also, over the same two year period the price of a share of GenCorp (NYSE: GY) has been in decline. It was worth about $19 two years ago, and is worth somewhat less than $11 today.

The dissident slate available to voters at this month's meeting is backed by hedge fund Steel Partners.