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
(AMENDMENT NO. 8)
------------------------
BAIRNCO CORPORATION
(Name of Subject Company)
------------------------
BZ ACQUISITION CORP.
STEEL PARTNERS II, L.P.
(Names of Filing Persons--Offeror)
------------------------------------
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
-------------------------
057097107
(CUSIP Number of Class of Securities)
------------------------
WARREN G. LICHTENSTEIN
STEEL PARTNERS II, L.P.
590 Madison Avenue, 32nd Floor
New York, NY 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
--------------
--------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
--------------------------------------------------------------------------------
$72,820,836.00 $7,792
--------------------------------------------------------------------------------
* Estimated for purposes of calculating the amount of filing fee only.
Transaction value derived by multiplying 6,068,403 (the maximum number of
shares of common stock of subject company estimated to be acquired by
Offeror) by $12.00 (the purchase price per share offered by Offeror).
** The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No.
5 for fiscal year 2006, equals $107.00 per million dollars of transaction
value.
|X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
BZ Acquisition
Corp. and Steel
Amount Previously Paid: $7,792 Filing Party: Partners II, L.P.
Form or Registration No.: Schedule TO Date Filed: June 22, 2006
|_| 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. |_|
ITEMS 1 THROUGH 9, AND ITEM 11.
This Amendment No. 8 ("Amendment No. 8") to Tender Offer Statement on
Schedule TO (this "Schedule TO") amends and supplements the statement originally
filed on June 22, 2006 by Steel Partners II, L.P., a Delaware limited
partnership ("Parent"), and BZ Acquisition Corp. (the "Purchaser"), a Delaware
corporation and a wholly owned subsidiary of Parent. This Schedule TO relates to
the offer by the Purchaser to purchase all outstanding shares of common stock,
par value $0.01 per share (the "Common Stock"), and the associated preferred
stock purchase rights (the "Rights" and, together with the Common Stock, the
"Shares"), of Bairnco Corporation, a Delaware corporation (the "Company"), at
$12.00 per Share, net to the seller in cash, without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated June 22,
2006 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies
of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"). The information set forth in the Offer to Purchase and
the related Letter of Transmittal is incorporated herein by reference with
respect to Items 1 through 9 and 11 of this Schedule TO. Capitalized terms used
but not defined herein shall have the meaning assigned to such terms in the
Offer to Purchase.
The Expiration Date of the Offer has been extended to 5:00 P.M., New York
City time, on Friday, December 29, 2006. All references in the Offer to
Purchase, Letter of Transmittal, the Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees, and the Letter to Clients for use by
Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, to the
Expiration Date as 5:00 P.M., New York City time, on Monday, November 27, 2006,
are hereby amended and restated to refer to the Expiration Date as 5:00 P.M.,
New York City time, on Friday, December 29, 2006.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
On November 28, 2006, Parent issued a press release announcing that it has
extended the Expiration Date of the Offer, as those terms are defined in the
Offer to Purchase, to 5:00 P.M., New York City time, on Friday, December 29,
2006. As of the close of business on November 27, 2006, 2,046,193 Shares of the
Company have been tendered in and not withdrawn from the Offer. The press
release issued by Parent announcing the extension of the Offer is attached
hereto as Exhibit (a)(5)(ix).
ITEM 12. EXHIBITS.
(a)(1)(i) Offer to Purchase dated June 22, 2006.*
(a)(1)(ii) Form of Letter of Transmittal.*
(a)(1)(iii) Form of Notice of Guaranteed Delivery.*
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(1)(v) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(1)(vii) Form of summary advertisement, dated June 22, 2006.*
(a)(5)(i) Text of press release issued by Parent, dated June 15,
2006.*
(a)(5)(ii) Text of press release issued by Parent, dated June 22,
2006.*
(a)(5)(iii) Text of press release issued by Parent, dated June 26,
2006.*
(a)(5)(iv) Text of press release issued by Parent, dated July 21,
2006.*
(a)(5)(v) Text of press release issued by Parent, dated August 10,
2006.*
(a)(5)(vi) Text of press release issued by Parent, dated September 11,
2006.*
(a)(5)(vii) Text of press release issued by Parent, dated September 29,
2006.*
(a)(5)(viii) Text of press release issued by Parent, dated October 27,
2006.*
(a)(5)(ix) Text of press release issued by Parent, dated November 28,
2006.
(b) Not applicable.
(c) Not applicable.
(d) Joint Filing Agreement by and among Steel Partners II, L.P.,
Steel Partners, L.L.C. and Warren G. Lichtenstein dated
September 8, 2004.*
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
-------------
* Previously filed
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 28, 2006
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
-----------------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
BZ ACQUISITION CORP.
By: /s/ Warren G. Lichtenstein
-----------------------------------
Name: Warren G. Lichtenstein
Title: President
EXHIBIT INDEX
(a)(1)(i) Offer to Purchase dated June 22, 2006.*
(a)(1)(ii) Form of Letter of Transmittal.*
(a)(1)(iii) Form of Notice of Guaranteed Delivery.*
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(1)(v) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(1)(vii) Form of summary advertisement, dated June 22, 2006.*
(a)(5)(i) Text of press release issued by Parent, dated June 15,
2006.*
(a)(5)(ii) Text of press release issued by Parent, dated June 22,
2006.*
(a)(5)(iii) Text of press release issued by Parent, dated June 26,
2006.*
(a)(5)(iv) Text of press release issued by Parent, dated July 21,
2006.*
(a)(5)(v) Text of press release issued by Parent, dated August 10,
2006.*
(a)(5)(vi) Text of press release issued by Parent, dated September 11,
2006.*
(a)(5)(vii) Text of press release issued by Parent, dated September 29,
2006.*
(a)(5)(viii) Text of press release issued by Parent, dated October 27,
2006.*
(a)(5)(ix) Text of press release issued by Parent, dated November 28,
2006.
(b) Not applicable.
(c) Not applicable.
(d) Joint Filing Agreement by and among Steel Partners II, L.P.,
Steel Partners, L.L.C. and Warren G. Lichtenstein dated
September 8, 2004.*
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
-------------
* Previously filed