sec document
UNITED STATES
SECURTIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN CONSENT STATEMENT
SCHEDULE 14A INFORMATION
CONSENT STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant | |
Filed by a Party other than the Registrant|X|
Check the appropriate box:
| | Preliminary Consent Statement
| | Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
| | Definitive Consent Statement
|X| Definitive Additional Materials
| | Soliciting Material Under Rule 14a-12
BAIRNCO CORPORATION
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(Name of Registrant as Specified in Its Charter)
STEEL PARTNERS II, L.P.
STEEL PARTNERS, L.L.C.
BZ ACQUISITION CORP.
WARREN G. LICHTENSTEIN
HUGH F. CULVERHOUSE
JOHN J. QUICKE
ANTHONY BERGAMO
HOWARD M. LEITNER
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(Name of Persons(s) Filing Consent Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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| | Fee paid previously with preliminary materials:
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| | Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid
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(2) Form, Schedule or Registration Statement No:
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(3) Filing Party:
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(4) Date Filed:
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Steel Partners II, L.P., together with the other Participants (as defined
below), is filing materials contained in this Schedule 14A with the Securities
and Exchange Commission in connection with the solicitation of written consents
from stockholders of Bairnco Corporation.
On January 23, 2007, Steel Partners II, L.P. issued the following press
release:
PRESS RELEASE
FOR IMMEDIATE RELEASE:
BAIRNCO CORPORATION SETS JANUARY 30, 2007 AS RECORD DATE FOR
STEEL PARTNERS II'S CONSENT SOLICITATION
NEW YORK, NY - JANUARY 23, 2007 -- Steel Partners II, L.P. ("Steel
Partners II") announced today that it received notification that the Board of
Directors of Bairnco Corporation (NYSE:BZ; "Bairnco") has set January 30, 2007
as the record date for determining stockholders entitled to provide written
consents in connection with Steel Partners II's consent solicitation.
On January 12, 2007, Steel Partners II filed a definitive Consent
Solicitation Statement with the Securities and Exchange Commission in connection
with the solicitation of written consents from Bairnco's stockholders to, among
other things, remove each current member of Bairnco's Board of Directors and
replace them with five highly qualified individuals nominated by Steel Partners
II. Steel Partners II is seeking the support of Bairnco's stockholders to
replace the existing Board because Steel Partners II believes that Bairnco's
current directors are not acting, and will not act, in the best interest of
stockholders with respect to Steel Partners II's tender offer for Bairnco.
On June 22, 2006, BZ Acquisition Corp., a wholly-owned subsidiary of Steel
Partners II, commenced a tender offer to purchase all the issued and outstanding
shares of Bairnco common stock for $12.00 net per share in cash. The Bairnco
Board rejected Steel Partners II's offer despite the fact that the offer
represents a premium of 21% over the last reported sales price per share on June
15, 2006, the day Steel Partners II informed Bairnco of its proposal to acquire
all outstanding shares. If Steel Partners II's nominees are elected, they will,
subject to their fiduciary duties, remove the obstacles to the consummation of
the offer, including redeeming Bairnco's "poison pill" rights plan and opting
out of Section 203 of the Delaware General Corporation Law.
Steel Partners II urges stockholders to carefully consider the information
contained in the Consent Solicitation Statement and then support Steel Partners
II's efforts by signing, dating and returning the GOLD consent card. If you have
any questions or require a copy of Steel Partners II's Consent Solicitation
Statement, please contact MacKenzie Partners, Inc. toll-free at (800) 322-2885,
(212) 929-5500 (call collect) or via email at Bairnco@mackenziepartners.com.
IMPORTANT INFORMATION REGARDING THE TENDER OFFER
BZ Acquisition Corp., a wholly-owned subsidiary of Steel Partners II, has
commenced a tender offer to purchase all of the outstanding shares of common
stock (and associated preferred stock purchase rights) of Bairnco at $12.00 per
share, net to the seller in cash, without interest. The offer is currently
scheduled to expire at 5:00 P.M., New York City time, on Monday, January 29,
2007, unless the offer is extended.
MacKenzie Partners, Inc. is the Information Agent for the tender offer and any
questions or requests for the Offer to Purchase and related materials with
respect to the tender offer may be directed to MacKenzie Partners, Inc.
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 IS ONLY BEING MADE PURSUANT TO AN OFFER TO
PURCHASE AND RELATED MATERIALS THAT STEEL PARTNERS II HAS FILED (AND WILL FILE)
WITH THE SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS SHOULD READ THESE
MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE
TERMS AND CONDITIONS OF THE OFFER. STOCKHOLDERS MAY OBTAIN THE OFFER TO PURCHASE
AND RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER FREE AT THE SEC'S WEBSITE
AT HTTP://WWW.SEC.GOV OR FROM STEEL PARTNERS II BY CONTACTING MACKENZIE
PARTNERS, INC. TOLL-FREE AT (800) 322-2885 OR COLLECT AT (212) 929-5500 OR VIA
EMAIL AT BAIRNCO@MACKENZIEPARTNERS.COM.
IMPORTANT INFORMATION REGARDING THE CONSENT SOLICITATION
Steel Partners II, together with the other Participants (as defined below), has
filed a definitive consent solicitation statement (the "Consent Solicitation
Statement") with the Securities and Exchange Commission (the "SEC") relating to
the solicitation of written consents from Bairnco stockholders.
STEEL PARTNERS II STRONGLY ADVISES ALL STOCKHOLDERS OF BAIRNCO TO READ THE
CONSENT SOLICITATION STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. SUCH
CONSENT SOLICITATION STATEMENT IS AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE
AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL
PROVIDE COPIES OF THE CONSENT SOLICITATION STATEMENT WITHOUT CHARGE UPON
REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' CONSENT
SOLICITOR, MACKENZIE PARTNERS, INC., TOLL-FREE AT (800) 322-2885 OR COLLECT AT
(212) 929-5500 OR VIA EMAIL AT BAIRNCO@MACKENZIEPARTNERS.COM.
THE PARTICIPANTS IN THE CONSENT SOLICITATION ARE STEEL PARTNERS II, STEEL
PARTNERS, L.L.C., BZ ACQUISITION CORP., WARREN G. LICHTENSTEIN, HUGH F.
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CULVERHOUSE, JOHN J. QUICKE, ANTHONY BERGAMO AND HOWARD M. LEITNER
(COLLECTIVELY, THE "PARTICIPANTS"). STOCKHOLDERS OF BAIRNCO MAY OBTAIN
INFORMATION REGARDING THE PARTICIPANTS' DIRECT OR INDIRECT INTERESTS, BY
SECURITY HOLDINGS OR OTHERWISE, IN BAIRNCO BY REFERRING TO THE CONSENT
SOLICITATION STATEMENT.
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 Partners II undertakes no obligation to update
information contained in this release.
For additional information:
Media
Jason Booth and Terry Fahn
Sitrick And Company, Inc.
(310) 788-2850
Investors and Analysts
Daniel Sullivan and Bob Sandhu
Mackenzie Partners, Inc.
(212) 929-5500
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