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. 4)(1)
BAIRNCO CORPORATION
-------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
----------------------------
(Title of Class of Securities)
057097107
---------
(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)
June 28, 2005
-------------
(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 11 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).
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CUSIP No. 057097107 13D Page 2 of 11 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 1,057,300
OWNED BY
EACH
REPORTING
PERSON WITH ----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,057,300
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,057,300
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 057097107 13D Page 3 of 11 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 1,057,300
OWNED BY
EACH
REPORTING
PERSON WITH ----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,057,300
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,057,300
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 057097107 13D Page 4 of 11 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 1,057,300
OWNED BY
EACH
REPORTING
PERSON WITH ----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,057,300
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,057,300
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 057097107 13D Page 5 of 11 Pages
---------------------- ---------------------
The following constitutes Amendment No. 4 ("Amendment No. 4") to the
Schedule 13D filed by the undersigned. This Amendment No. 4 amends the Schedule
13D as specifically set forth.
Item 3 is hereby amended and restated to read as follows:
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
The aggregate purchase price of the 1,057,300 Shares of Common Stock
owned by Steel Partners II is $8,322,881, including brokerage commissions. The
Shares of Common Stock owned by Steel Partners II were acquired with partnership
funds.
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 7,536,738 Shares outstanding as reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended April 2, 2005, as
filed with the Securities and Exchange Commission on May 4, 2005.
As of the close of business on July 1, 2005, Steel Partners II
beneficially owned 1,057,300 Shares, constituting approximately 14.0% of the
Shares outstanding. As the general partner of Steel Partners II, Partners LLC
may be deemed to beneficially own the 1,057,300 Shares owned by Steel Partners
II, constituting approximately 14.0% 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 1,057,300 Shares owned by Steel Partners II, constituting
approximately 14.0% of the Shares outstanding. Mr. Lichtenstein has sole voting
and dispositive power with respect to the 1,057,300 Shares owned by Steel
Partners II by virtue of his authority to vote and dispose of such Shares.
Item 5(c) is hereby amended to add the following:
Schedule A annexed hereto lists all transactions by the Reporting
Persons in the Issuer's Common Stock during the past sixty days. All of such
transactions were effected in the open market.
Item 7 is hereby amended to add the following exhibit:
3. Powers of Attorney.
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CUSIP No. 057097107 13D Page 6 of 11 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: July 5, 2005 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Steven Wolosky
---------------------------------
Steven Wolosky
as Attorney In Fact for Warren G.
Lichtenstein, Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Steven Wolosky
---------------------------------
Steven Wolosky
as Attorney In Fact for Warren G.
Lichtenstein, Managing Member
/s/ Steven Wolosky
-------------------------------------
STEVEN WOLOSKY
as Attorney In Fact for Warren G.
Lichtenstein, Individually
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CUSIP No. 057097107 13D Page 7 of 11 Pages
---------------------- ---------------------
SCHEDULE A
----------
Transactions in the Shares During the Past Sixty Days
-----------------------------------------------------
Shares of Common Stock Price Per Date of
Purchased Share($) Purchase
--------- -------- --------
STEEL PARTNERS II, L.P.
-----------------------
39,300 10.4995 6/28/05
6,200 10.7500 6/30/05
5,000 10.7500 7/01/05
STEEL PARTNERS, L.L.C.
----------------------
None
WARREN G. LICHTENSTEIN
----------------------
None
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CUSIP No. 057097107 13D Page 8 of 11 Pages
-------------------- -------------------
EXHIBIT INDEX
-------------
Exhibit Page
------- ----
1. Joint Filing Agreement by and between Steel Partners --
II, L.P. and Warren G. Lichtenstein, dated as of
February 14, 2001 (previously filed).
2. Joint Filing Agreement by and among Steel Partners II, --
L.P., Steel Partners, L.L.C. and Warren G.
Lichtenstein, dated as of September 8, 2004 (previously
filed).
3. Powers of Attorney. 9 to 11
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CUSIP No. 057097107 13D Page 9 of 11 Pages
-------------------- -------------------
POWER OF ATTORNEY
Know all by these presents, that 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 Schedules 13D
required to be filed under Section 13(d) of the Securities Exchange Act of 1934
and the rules thereunder;
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
Schedule 13D, complete and execute any amendment or amendments thereto, and
timely file such form with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
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 Section 13(d) of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Schedules 13D 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 28th day of June, 2005.
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
----------------------------
Warren G. Lichtenstein,
Managing Member
-------------------- -------------------
CUSIP No. 057097107 13D Page 10 of 11 Pages
-------------------- -------------------
POWER OF ATTORNEY
Know all by these presents, that 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 Schedules 13D
required to be filed under Section 13(d) of the Securities Exchange Act of 1934
and the rules thereunder;
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
Schedule 13D, complete and execute any amendment or amendments thereto, and
timely file such form with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
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 Section 13(d) of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Schedules 13D 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 29th day of June, 2005.
STEEL PARTNERS, L.L.C.
By: /s/ Warren G. Lichtenstein
------------------------------
Warren G. Lichtenstein,
Managing Member
-------------------- -------------------
CUSIP No. 057097107 13D Page 11 of 11 Pages
-------------------- -------------------
POWER OF ATTORNEY
Know all by these presents, that 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 Schedules 13D
required to be filed under Section 13(d) of the Securities Exchange Act of 1934
and the rules thereunder;
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
Schedule 13D, complete and execute any amendment or amendments thereto, and
timely file such form with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
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 Section 13(d) of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Schedules 13D 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 29th day of June, 2005.
/s/ Warren G. Lichtenstein
--------------------------
WARREN G. LICHTENSTEIN