sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
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BAIRNCO CORPORATION
(Name of Subject Company)
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BZ ACQUISITION CORP.
STEEL PARTNERS II, L.P.
(Names of Filing Persons--Offeror)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
----------------------
057097107
(Cusip Number of Class of Securities)
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WARREN G. LICHTENSTEIN
STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
(212) 520-2300
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
COPIES TO:
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
PARK AVENUE TOWER
65 EAST 55TH STREET
NEW YORK, NEW YORK 10022
(212) 451-2300
|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. |_|
PRESS RELEASE
FOR IMMEDIATE RELEASE:
----------------------
STEEL PARTNERS II TO LAUNCH CASH TENDER OFFER FOR BAIRNCO CORPORATION
FOR $12.00 PER SHARE
SEEKS TO ENTER INTO NEGOTIATIONS WITH BOARD TO CONSUMMATE BACK-END MERGER WITH
BAIRNCO FOLLOWING TENDER OFFER
NEW YORK, NY- JUNE 15, 2006 -- Steel Partners II, L.P. ("Steel"), which
owns an aggregate of 1,110,200 shares or approximately 15.5% of the common stock
of Bairnco Corporation (NYSE:BZ; "Bairnco") announced today that BZ Acquisition
Corp., a wholly-owned subsidiary of Steel, will commence a cash tender offer to
purchase all of the outstanding shares of Bairnco for $12.00 per share.
"We are proud to say that we have been a long term shareholder of
Bairnco since 1996," stated Warren Lichtenstein, the managing member of Steel.
"We have determined, after evaluating all our options, that commencing a tender
offer would be in the best interest of all the shareholders. We hope to meet
with the Board as soon as possible in order to negotiate a back-end merger of
our acquisition entity with and into Bairnco to follow consummation of the
tender offer."
In January 2006, Steel requested that Bairnco take the necessary steps
to allow Steel to purchase additional shares without triggering the limitations
of Section 203 of the Delaware General Corporation Law. Steel decided to
commence the tender offer after the Board denied Steel's request.
The tender offer will be subject to several conditions, including (i)
there being validly tendered and not withdrawn before the expiration of the
offer a number of shares, which, together with the shares then owned by Steel
and its subsidiaries (including BZ Acquisition Corp.), represents at least a
majority of the total number of shares outstanding on a fully diluted basis,
(ii) expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and (iii) Steel being
satisfied that Section 203 of the Delaware General Corporation Law is
inapplicable to the offer and the potential merger with Bairnco thereafter. The
tender offer will not be subject to or conditioned upon any financing
arrangements. Steel expects to commence the tender offer on or about Thursday,
June 22, 2006.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY
OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES. THE SOLICITATION AND THE
OFFER TO BUY BAIRNCO'S COMMON STOCK WILL ONLY BE MADE PURSUANT TO AN OFFER TO
PURCHASE AND RELATED MATERIALS THAT STEEL INTENDS TO FILE WITH THE SEC.
STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER.
STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS
WITH RESPECT TO THE TENDER OFFER FREE AT THE SEC'S WEBSITE AT WWW.SEC.GOV OR
FROM STEEL.
Any forward-looking statements contained in this release are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are inherently subject to a variety of risks
and uncertainties that could cause actual results to differ materially from
those projected. These risks and uncertainties include, among others: the
willingness of Bairnco stockholders to tender their shares in the tender offer
and the number and timing of shares tendered; the receipt of third party
consents to the extent required for the acquisition; and satisfaction of the
various closing conditions. Other important factors that could cause actual
results to differ materially are included but are not limited to those listed in
Bairnco's periodic reports and registration statements filed with the Securities
and Exchange Commission. Steel undertakes no obligation to update information
contained in this release.
STEEL PARTNERS II, L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022
June 15, 2006
VIA OVERNIGHT COURIER AND FACSIMILE
Luke E. Fichthorn, III
Chairman & Chief Executive Officer
Bairnco Corporation
300 Primera Boulevard, Suite 432
Lake Mary, FL 32746
Dear Mr. Fichthorn:
Steel Partners II, L.P. has issued the attached press release
announcing its intention to commence a cash tender offer to purchase all of the
outstanding shares of common stock of Bairnco Corporation ("Bairnco") for $12.00
per share. We are a long term shareholder of Bairnco and have been increasing
our ownership position since July 1996. We requested in January 2006 that
Bairnco take the necessary steps to allow us to purchase additional shares
without triggering the limitations of Section 203 of the Delaware General
Corporation Law. After the Board denied our request and evaluating all our
options we have determined that commencing a tender offer would be in the best
interest of all shareholders and would provide shareholders with immediate
liquidity at a significant premium to market.
We believe it would be in the best interest of all parties if we met
with you and the Board as soon as possible to negotiate a definitive merger
agreement. We hope to promptly receive a favorable response from you.
Very truly yours,
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
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Warren G. Lichtenstein
Managing Member