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. 19)
------------------------
BAIRNCO CORPORATION
(Name of Subject Company)
------------------------
BZ ACQUISITION CORP.
STEEL PARTNERS II, L.P.
WHX CORPORATION
(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**
--------------------------------------------------------------------------------
$100,274,787.00 $9,448.50
--------------------------------------------------------------------------------
* Estimated for purposes of calculating the amount of filing fee only.
Transaction value derived by multiplying 7,427,762 (the maximum number of
shares of common stock of subject company estimated to be acquired by
Offeror) by $13.50 (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, equals $107.00 per
million dollars of transaction value with respect to the fee paid on June
22, 2006, February 2, 2007 and February 23, 2007 and $30.70 per million
dollars of transaction value with respect to the fee paid on March 30,
2007.
|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
BZ Acquisition
Corp. and Steel
Amount Previously Paid: $1,039 Filing Party: Partners II, L.P.
Form or Registration No.: Schedule TO Date Filed: February 2, 2007
BZ Acquisition
Corp. and Steel
Amount Previously Paid: $101.50 Filing Party: Partners II, L.P.
Form or Registration No.: Schedule TO Date Filed: February 23, 2007
BZ Acquisition
Corp., Steel
Partners II, L.P.
Amount Previously Paid: $516.00 Filing Party: and WHX Corporation
Form or Registration No.: Schedule TO Date Filed: March 30, 2007
|_| 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. |X|
ITEMS 1 THROUGH 9, AND ITEM 11.
This Amendment No. 19 ("Amendment No. 19") to Tender Offer Statement on
Schedule TO (this "Schedule TO") amends and supplements the statement originally
filed on June 22, 2006, as amended, by Steel Partners II, L.P., a Delaware
limited partnership ("Steel Partners II"), and BZ Acquisition Corp. (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of WHX
Corporation ("WHX"), a Delaware corporation and an affiliate of Steel Partners
II. 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 $13.50 per Share, net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in the Amended and Restated Offer to Purchase, dated March 2, 2007 (as amended
or supplemented, the "Offer to Purchase"), and in the related Amended and
Restated Letter of Transmittal (the "Letter of Transmittal"), copies of which
are attached hereto as Exhibits (a)(1)(viii) and (a)(1)(ix), 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.
Items 1 through 9 and 11 of the Schedule TO are hereby amended and
supplemented as follows:
At 5:00 p.m., New York City time, on Friday, April 13, 2007, the Offer
expired, as scheduled. Based upon a preliminary tally by the Depositary, a total
of 6,600,989 Shares, or approximately 88.9% of the outstanding Shares, were
validly tendered in the Offer and not withdrawn (including 14,377 Shares
tendered pursuant to guaranteed delivery procedures). On April 16, 2007, WHX
issued a press release announcing the results of the Offer. The full text of the
press release is attached hereto as Exhibit (a)(5)(xxiii) and is incorporated
herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
On April 16, 2007, WHX issued a press release announcing that it has
successfully completed the Offer. The press release issued by WHX announcing the
successful completion of the Offer is attached hereto as Exhibit (a)(5)(xxiii).
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)(1)(viii) Amended and Restated Offer to Purchase dated March 2, 2007.*
(a)(1)(ix) Form of Amended and Restated Letter of Transmittal.*
(a)(1)(x) Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(1)(xi) Revised Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(1)(xii) Revised Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(xiii) Supplement to the Amended and Restated Offer to Purchase dated
March 30, 2007.*
(a)(5)(i) Text of press release issued by Steel Partners II, dated June 15,
2006.*
(a)(5)(ii) Text of press release issued by Steel Partners II, dated June 22,
2006.*
(a)(5)(iii) Text of press release issued by Steel Partners II, dated June 26,
2006.*
(a)(5)(iv) Text of press release issued by Steel Partners II, dated July 21,
2006.*
(a)(5)(v) Text of press release issued by Steel Partners II, dated August
10, 2006.*
(a)(5)(vi) Text of press release issued by Steel Partners II, dated September
11, 2006.*
(a)(5)(vii) Text of press release issued by Steel Partners II, dated September
29, 2006.*
(a)(5)(viii) Text of press release issued by Steel Partners II, dated October
27, 2006.*
(a)(5)(ix) Text of press release issued by Steel Partners II, dated November
28, 2006.*
(a)(5)(x) Text of press release issued by Steel Partners II, dated December
29, 2006.*
(a)(5)(xi) Text of press release issued by Steel Partners II, dated January
23, 2007.*
(a)(5)(xii) Nomination letter, dated January 23, 2007, delivered by Steel
Partners II to the Company.*
(a)(5)(xiii) Text of press release issued by Steel Partners II, dated January
24, 2007.*
(a)(5)(xiv) Text of press release issued by Steel Partners II, dated January
30, 2007.*
(a)(5)(xv) Text of press release issued by Steel Partners II, dated February
2, 2007.*
(a)(5)(xvi) Presentation delivered by Steel Partners II to Institutional
Shareholder Services on February 5, 2007*
(a)(5)(xvii) Text of joint press release issued by Steel Partners II and the
Company, dated February 23, 2007.*
(a)(5)(xviii) Text of press release issued by Steel Partners II, dated February
23, 2007.*
(a)(5)(xix) Text of press release issued by Steel Partners II, dated March 19,
2007.*
(a)(5)(xx) Text of press release issued by Steel Partners II, dated March 30,
2007.*
(a)(5)(xxi) Text of press release issued by Steel Partners II, dated April 12,
2007.*
(a)(5)(xxii) Text of press release issued by WHX, dated April 12, 2007.*
(a)(5)(xxiii) Text of press release issued by WHX, dated April 16, 2007.
(b)(i) Loan and Security Agreement by and among BZ Acquisition Corp. and
Bairnco Corporation, as borrowers, and Steel Partners II, L.P., as
lender.*
(b)(ii) Subordinated Loan and Security Agreement between WHX Corporation,
as borrower, and Steel Partners II, L.P., as lender.*
(c) Not applicable.
(d)(i) Joint Filing Agreement by and among Steel Partners II, Steel
Partners, L.L.C. and Warren G. Lichtenstein dated September 8,
2004.*
(d)(ii) Joint Filing and Solicitation Agreement by and among Steel
Partners II, Steel Partners, L.L.C., the Purchaser, Warren G.
Lichtenstein, Hugh F. Culverhouse, John J. Quicke, Anthony Bergamo
and Howard M. Leitner, dated as of December 29, 2006.*
(d)(iii) Agreement and Plan of Merger, dated as of February 23, 2007, by
and among Steel Partners II, the Purchaser and the Company.*
(d)(iv) Tender and Support Agreement, dated as of February 23, 2007, by
and among Steel Partners II, Luke E. Fichthorn III, Kenneth L.
Bayne, Gerald L. DeGood, Charles T. Foley, Lawrence C. Maingot,
Larry D. Smith, James A. Wolf and William F. Yelverton.*
(d)(v) Joint Filing Agreement by and among Steel Partners II, Steel
Partners, L.L.C., Warren G. Lichtenstein, BZ Acquisition Corp. and
WHX Corporation dated March 30, 2007.*
(d)(vi) Stock Purchase Agreement, dated as of April 12, 2007, by and
between Steel Partners II, L.P. and WHX Corporation.*
(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: April 16, 2007
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
WHX CORPORATION
By: /s/ Glen M. Kassan
-----------------------------
Name: Glen M. Kassan
Title: Chief Executive Officer
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)(1)(viii) Amended and Restated Offer to Purchase dated March 2, 2007.*
(a)(1)(ix) Form of Amended and Restated Letter of Transmittal.*
(a)(1)(x) Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(1)(xi) Revised Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(1)(xii) Revised Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(xiii) Supplement to the Amended and Restated Offer to Purchase dated
March 30, 2007.*
(a)(5)(i) Text of press release issued by Steel Partners II, dated June 15,
2006.*
(a)(5)(ii) Text of press release issued by Steel Partners II, dated June 22,
2006.*
(a)(5)(iii) Text of press release issued by Steel Partners II, dated June 26,
2006.*
(a)(5)(iv) Text of press release issued by Steel Partners II, dated July 21,
2006.*
(a)(5)(v) Text of press release issued by Steel Partners II, dated August
10, 2006.*
(a)(5)(vi) Text of press release issued by Steel Partners II, dated September
11, 2006.*
(a)(5)(vii) Text of press release issued by Steel Partners II, dated September
29, 2006.*
(a)(5)(viii) Text of press release issued by Steel Partners II, dated October
27, 2006.*
(a)(5)(ix) Text of press release issued by Steel Partners II, dated November
28, 2006.*
(a)(5)(x) Text of press release issued by Steel Partners II, dated December
29, 2006.*
(a)(5)(xi) Text of press release issued by Steel Partners II, dated January
23, 2007.*
(a)(5)(xii) Nomination letter, dated January 23, 2007, delivered by Steel
Partners II to the Company.*
(a)(5)(xiii) Text of press release issued by Steel Partners II, dated January
24, 2007.*
(a)(5)(xiv) Text of press release issued by Steel Partners II, dated January
30, 2007.*
(a)(5)(xv) Text of press release issued by Steel Partners II, dated February
2, 2007.*
(a)(5)(xvi) Presentation delivered by Steel Partners II to Institutional
Shareholder Services on February 5, 2007*
(a)(5)(xvii) Text of joint press release issued by Steel Partners II and the
Company, dated February 23, 2007.*
(a)(5)(xviii) Text of press release issued by Steel Partners II, dated February
23, 2007.*
(a)(5)(xix) Text of press release issued by Steel Partners II, dated March 19,
2007.*
(a)(5)(xx) Text of press release issued by Steel Partners II, dated March 30,
2007.*
(a)(5)(xxi) Text of press release issued by Steel Partners II, dated April 12,
2007.*
(a)(5)(xxii) Text of press release issued by WHX, dated April 12, 2007.*
(a)(5)(xxiii) Text of press release issued by WHX, dated April 16, 2007.
(b)(i) Loan and Security Agreement by and among BZ Acquisition Corp. and
Bairnco Corporation, as borrowers, and Steel Partners II, L.P., as
lender.*
(b)(ii) Subordinated Loan and Security Agreement between WHX Corporation,
as borrower, and Steel Partners II, L.P., as lender.*
(c) Not applicable.
(d)(i) Joint Filing Agreement by and among Steel Partners II, Steel
Partners, L.L.C. and Warren G. Lichtenstein dated September 8,
2004.*
(d)(ii) Joint Filing and Solicitation Agreement by and among Steel
Partners II, Steel Partners, L.L.C., the Purchaser, Warren G.
Lichtenstein, Hugh F. Culverhouse, John J. Quicke, Anthony Bergamo
and Howard M. Leitner, dated as of December 29, 2006.*
(d)(iii) Agreement and Plan of Merger, dated as of February 23, 2007, by
and among Steel Partners II, the Purchaser and the Company.*
(d)(iv) Tender and Support Agreement, dated as of February 23, 2007, by
and among Steel Partners II, Luke E. Fichthorn III, Kenneth L.
Bayne, Gerald L. DeGood, Charles T. Foley, Lawrence C. Maingot,
Larry D. Smith, James A. Wolf and William F. Yelverton.*
(d)(v) Joint Filing Agreement by and among Steel Partners II, Steel
Partners, L.L.C., Warren G. Lichtenstein, BZ Acquisition Corp. and
WHX Corporation dated March 30, 2007.*
(d)(vi) Stock Purchase Agreement, dated as of April 12, 2007, by and
between Steel Partners II, L.P. and WHX Corporation.*
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
------------
* Previously filed