sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)1
Layne Christensen Company
-------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
----------------------------
(Title of Class of Securities)
521050104
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 15, 2004
----------------
(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 14 Pages)
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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).
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CUSIP No. 521050104 13D Page 2 of 14 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) / /
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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 751,542
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
751,542
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
751,542
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 521050104 13D Page 3 of 14 Pages
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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 751,542
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
751,542
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
751,542
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 521050104 13D Page 4 of 14 Pages
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================================================================================
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 751,542
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
751,542
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
751,542
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 521050104 13D Page 5 of 14 Pages
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The following constitutes Amendment No. 1 ("Amendment No. 1") to the
Schedule 13D filed by the undersigned. This Amendment No. 1 amends the Schedule
13D as specifically set forth.
Item 4 is hereby amended and restated to read as follows:
On January 15, 2004, Warren Lichtenstein was appointed to the Board
of Directors of the Issuer. Steel Partners II also entered into a purchase
trading plan agreement (the "Purchase Trading Plan Agreement") with Mutual
Securities, Inc., a registered broker-dealer ("Mutual Securities"), effective
January 15, 2004, for the purpose of establishing a trading plan to effect
purchases of Shares of the Issuer in compliance with all applicable laws,
including, without limitation, Section 10(b) of the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder,
including, but not limited to, Rule 10b5-1.
The Reporting Persons have purchased Shares of the Issuer based on
the Reporting Persons' belief that the Shares were undervalued and represented
an attractive investment opportunity. The Reporting Persons' position in the
Issuer may increase through the purchase of Shares on the open market in
compliance with the Purchase Trading Plan Agreement or otherwise, on such terms
and at such times as the Reporting Persons may deem advisable.
Except in Mr. Lichtenstein's capacity as a director of the Issuer,
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. 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, purchasing additional Shares
within the parameters discussed above or selling some or all of its Shares or
changing its intention with respect to any and all matters referred to in Item
4.
Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person
named herein is based upon 12,357,915 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 October 31, 2003 and filed with the Securities
and Exchange Commission on December 10, 2003.
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CUSIP No. 521050104 13D Page 6 of 14 Pages
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As of the close of business on January 14, 2004, Steel Partners II
beneficially owned 751,542 Shares, constituting approximately 6.1% of the Shares
outstanding. As the general partner of Steel Partners II, Partners LLC may be
deemed to beneficially own the 751,542 Shares owned by Steel Partners II,
constituting approximately 6.1% 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 751,542 Shares owned by Steel Partners II, constituting approximately 6.1%
of the Shares outstanding. Mr. Lichtenstein has sole voting and dispositive
power with respect to the 751,542 Shares owned by Steel Partners II by virtue of
his authority to vote and dispose of such Shares.
Item 6 is hereby amended to add the following:
Effective January 15, 2004, Steel Partners II and Mutual Securities
entered into the Purchase Trading Plan Agreement (as defined and described in
Item 4). A copy of the Purchase Trading Plan Agreement is attached as an exhibit
hereto and incorporated herein by reference.
Item 7 is hereby amended to add the following exhibit:
2. Purchase Trading Plan Agreement by and between Steel Partners
II, L.P. and Mutual Securities, Inc., dated January 15, 2004.
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CUSIP No. 521050104 13D Page 7 of 14 Pages
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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: January 16, 2004 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
------------------------------------
Warren G. Lichtenstein
Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Warren G. Lichtenstein
------------------------------------
Warren G. Lichtenstein
Managing Member
/s/ Warren G. Lichtenstein
----------------------------------------
WARREN G. LICHTENSTEIN
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CUSIP No. 521050104 13D Page 8 of 14 Pages
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EXHIBIT INDEX
Exhibit Page
------- ----
1. Joint Filing Agreement by and among Steel Partners II, --
L.P., Steel Partners, L.L.C. and Warren G.
Lichtenstein, dated December 2, 2003 (previously
filed).
2. Purchase Trading Plan Agreement by and between Steel 9 to 14
Partners II, L.P. and Mutual Securities, Inc., dated
January 15, 2004.
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CUSIP No. 521050104 13D Page 9 of 14 Pages
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PURCHASE TRADING PLAN AGREEMENT
WHEREAS, Steel Partners II, L.P., a Delaware limited partnership (the
"Purchaser") desires to purchase, from time to time, certain shares (the
"Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of
Layne Christensen Company, a Delaware corporation (the "Company").
WHEREAS, Warren Lichtenstein, the managing member of the general partner of the
Purchaser is or will become a director of the Company and therefore may become
aware of material nonpublic information about the Company.
WHEREAS, the Purchaser desires to enter into this agreement for the purpose of
establishing a trading plan to make purchases of Shares of Common Stock in
compliance with all applicable laws, including, but not limited to, Section
10(b) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and
the rules and regulations promulgated thereunder, including, but not limited to,
Rule 10b5-1. References herein to this "Agreement" refer to this agreement and
specifically include the trading plan described herein.
NOW, IT IS AGREED, as of this 15th day of January 2004 by the Purchaser and
Mutual Securities, Inc. (the "Broker") as follows:
Section 1. Terms of Purchase.
-----------------------------
(a) The Purchaser desires that the Broker effect purchases of the Shares on
its behalf in accordance with trading requirements adopted by the
Purchaser and to be delivered in writing to the Broker by separate
letter (the "Initial Trading Instructions"). The trading requirements
adopted by the Purchaser are referred to herein as the "Program
Period."
(b) In furtherance of Section 1(a) hereof, the Purchaser directs the Broker
to purchase, in customary brokerage transactions, the Shares, for the
Purchaser's account or accounts, in the Broker's sole discretion as to
execution and timing, subject to the condition that as of the time of
any purchase of Shares, any individual employee of the Broker making
the Broker's investment decisions on behalf of the Purchaser shall not
be in possession of or aware of material nonpublic information relating
to the Company's business, operations or prospects or the value of the
Common Stock ("Material Nonpublic Information").
(c) Notwithstanding the foregoing, the Broker shall not purchase Shares at
any time when the Broker, in its sole discretion, shall have determined
that such purchase would violate applicable law, including, without
limitation, Section 10(b) of the 1934 Act and the rules and regulations
promulgated thereunder and Section 5 of the Securities Act of 1933, as
amended (the "1933 Act").
(d) The Purchaser agrees that, during the Program Period, it shall not
exercise any subsequent influence over how, when or whether to effect
purchases of the Shares, except that the Purchaser may amend this
Agreement as set forth in Section 3 hereof. Each of the Purchaser and
the Broker agree that it will not discuss with the other the Company's
business, operations or prospects or any other information likely to be
related to the value of the Shares or likely to influence a decision to
purchase the Shares. Notwithstanding the preceding sentence, with the
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CUSIP No. 521050104 13D Page 10 of 14 Pages
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approval of counsel to the Broker, the Purchaser may communicate with
Broker personnel who are not responsible for, and have no ability to
influence, the execution of the trading plan set forth in this
Agreement.
Section 2. Representations, Warranties and Covenants.
-----------------------------------------------------
(a) The Purchaser represents, warrants and covenants to the Broker as
follows:
(i) The Purchaser is not, as of the date hereof, aware of or in
possession of Material Nonpublic Information.
(ii) During the term of this Agreement, the Purchaser will not
engage, and will not cause others to engage on behalf of the
Purchaser, in any transactions (other than (y) purchases of
Shares pursuant to this Agreement, or (z) exercises of stock
options issued pursuant to the Company's stock option plans;
provided that the Purchaser complies with Rule 16b-3 under the
1934 Act in connection with any such exercise and the related
securities) involving any security into which the Common Stock
is convertible or any other related security or derivative,
including, without limitation, corresponding or hedging
transactions with respect to the Common Stock. The Purchaser
also agrees not to enter into any binding contract with respect
to any transactions described in the preceding sentence.
(iii) The Purchaser will at all times, in connection with the
performance of this Agreement, comply with all applicable laws,
including, without limitation, Section 16 of the 1934 Act and
the rules and regulations promulgated thereunder.
(iv) The Purchaser agrees to provide such additional information and
to execute such additional documents or instruments as may be
reasonably requested by the Company or the Broker in connection
with the performance of this Agreement and to confirm compliance
with applicable law.
(v) The Company's General Counsel (or his/her designee) has approved
this Agreement.
(vi) This Agreement constitutes the legal, valid and binding
obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms, except as the enforceability thereof
may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium and other laws
affecting the enforceability of creditors' rights and general
principles of equity, and as rights to indemnity hereunder may
be limited by applicable law. The Shares are not subject to any
liens, security interests or other impediments to transfer, nor
is there any litigation, arbitration or other proceeding
pending, or to the Purchaser's knowledge threatened, that would
prevent or interfere with the purchase of the Shares under this
Agreement.
(b) The Broker represents, warrants and covenants to the Purchaser as
follows:
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CUSIP No. 521050104 13D Page 11 of 14 Pages
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(i) The Broker has implemented reasonable policies and procedures,
taking into consideration the nature of the Broker's business,
to ensure that individuals making investment decisions will not
violate the laws prohibiting trading on the basis of Material
Nonpublic Information. These policies and procedures include
those that restrict any purchase or sale, or causing any
purchase or sale, of any security as to which the Broker has
Material Nonpublic Information, as well as those that prevent
such individuals from becoming aware of or in possession of such
Material Nonpublic Information.
(ii) In connection with all purchases of Shares, the Broker shall
deliver to the Purchaser and the Company by facsimile or
electronic mail, no later than the close of business on the date
such transaction is effected, all information necessary (to the
extent that the Broker possesses such information) for the
Purchaser and/or the Company to make all required Form 4 and 5
filings, as required by Section 16(a) of the 1934 Act with
regard to purchases made pursuant to this Agreement. The
information shall be delivered to the Company, to the attention
of the Company's General Counsel, by facsimile at (913) 362-8823
or by electronic mail at SFCROOKE@LAYNECHRISTENSEN.COM, or such
other facsimile number or electronic mail address designated in
writing by the Company.
(iii) This Agreement constitutes the legal, valid and binding
obligation of the Broker enforceable against the Broker in
accordance with its terms, except as the enforceability thereof
may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium and other laws
affecting the enforceability of creditors' rights and general
principles of equity, and as rights to indemnity hereunder may
be limited by applicable law.
Section 3. Amendments. This Agreement (including the Initial Trading
Instructions) may not be amended by the parties hereto, except as follows: The
parties hereto may amend the provisions of this Agreement (including the Initial
Trading Instructions) upon notice to the Company; provided that at the time of
such amendment, the Purchaser was not in possession of or aware of Material
Nonpublic Information and only upon the written consent of the Company's General
Counsel (or his/her designee). Any modification by the Purchaser will be made in
good faith and not as part of a scheme to evade the prohibitions of Rule 10b5-1.
The amended Agreement or Initial Trading Instructions, as the case may be, shall
not take effect until 90 days after the amendment is adopted. During the 90 day
period between the adoption date of the amendment and the effective date of the
amendments, the unmodified Agreement or Initial Trading Instructions, as the
case may be, will remain in effect.
Section 4. Termination. This Agreement shall terminate upon the earlier to occur
of the following:
(a) The close of business on August 1, 2004; or
(b) The Broker purchases the maximum number of Shares allowable under the
Initial Trading Instructions, as may be amended as provided in Section
3 hereof; or
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CUSIP No. 521050104 13D Page 12 of 14 Pages
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(c) The Agreement is terminated by either party immediately upon receipt of
written notice to the other party; provided, however, that with respect
to any termination by the Purchaser pursuant to this Section 4(c) at
the time of such termination, the Purchaser was not in possession of or
aware of Material Nonpublic Information and such termination was made
in good faith and not as part of a scheme to evade the prohibitions of
Rule 10b5-1; or
(d) Any purchase effected pursuant to this Agreement that violates (or in
the opinion of counsel to the Company or the Broker is likely to
violate) Section 16 of the 1934 Act, any other provision of the Federal
securities laws or regulations adopted by the U.S. Securities and
Exchange Commission thereunder, or any other applicable Federal or
State law or regulation; or
(e) The Purchaser materially breaches its obligations under this Agreement;
or
(f) The Purchaser and/or the Company enter into a contract that prevents or
materially restricts purchases by the Purchaser under this Agreement;
or
If the Agreement is terminated pursuant to this Section 4 and a new purchase
trading plan agreement with respect to purchases of the Purchaser's Common Stock
is entered into with the Broker or any other person, the Purchaser hereby agrees
that the new purchasing trading plan will not take effect until 90 days after
its adoption.
Section 5. Indemnification And Limitation on Liability; No Tax, Accounting or
Legal Advice.
(a) The Purchaser agrees to indemnify and hold harmless the Broker (and its
directors, officers, employees and affiliates) from and against all
claims, liabilities, losses, damages and expenses (including reasonable
attorneys' fees and costs) arising out of or attributable to: (i) any
material breach by the Purchaser of this Agreement (including the
Purchaser's representations and warranties), (ii) any violation by the
Purchaser of applicable laws or regulations and (iii) any action taken
by the Broker in good faith and without negligence pursuant to this
Agreement. This indemnification will survive the termination of this
Agreement.
(b) Notwithstanding any other provision herein, the Broker will not be
liable to the Purchaser for: (i) special, indirect, punitive,
exemplary, or consequential damages, or incidental losses or damages of
any kind, including but not limited to lost profits, lost savings, and
loss of use of facility or equipment, regardless of whether arising
from breach of contract, warranty, tort, strict liability or otherwise,
and even if advised of the possibility of such losses or damages or if
such losses or damages could have been reasonably foreseen, or (ii) any
failure to perform or for any delay in performance that results from a
cause or circumstance that is beyond its reasonable control, including
but not limited to failure of electronic or mechanical equipment,
strikes, failure of common carrier or utility systems, severe weather,
market disruptions or other causes commonly known as "acts of God."
(c) The Purchaser acknowledges and agrees that the Broker has not provided
the Purchaser with any tax, accounting or legal advice with respect to
this Agreement.
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CUSIP No. 521050104 13D Page 13 of 14 Pages
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Section 6. Governing Law. This Agreement will be governed by, and construed in
accordance with, the laws of the State of New York, without regard to such
State's conflict of laws rules.
Section 7. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof, and
supersedes any previous or contemporaneous agreements, understandings, proposals
or promises with respect thereto, whether written or oral.
Section 8. Assignment. This Agreement and each party's rights and obligations
hereunder may not be assigned or delegated without the written permission of the
other party and shall inure to the benefit of each party's successors and
permitted assigns, whether by merger, consolidation or otherwise.
[The remainder of this page intentionally left blank]
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CUSIP No. 521050104 13D Page 14 of 14 Pages
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered as of the date first above written.
STEEL PARTNERS II, L.P.
By: STEEL PARTNERS, L.L.C.
its General Partner
By: /s/ Warren G. Lichtenstein
-----------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
MUTUAL SECURITIES, INC.
By: /s/ Mitchell C. Voss
----------------------------
Name: Mitchell C. Voss
Title: Executive Vice President