sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY 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 Proxy Statement
| | Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
| | Definitive Proxy Statement
| | Definitive Additional Materials
|X| Soliciting Material Pursuant to 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 Proxy 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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On January 23, 2007, Steel Partners II, L.P. sent to Bairnco Corporation
the following notice of intention to nominate individuals for election as
directors at the 2007 annual meeting of stockholders of Bairnco Corporation:
STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
January 23, 2007
VIA FACSIMILE AND FEDERAL EXPRESS
Bairnco Corporation
300 Primera Boulevard, Suite 432
Lake Mary, Florida 32746
Attn: Corporate Secretary
Re: NOTICE OF INTENTION TO NOMINATE INDIVIDUALS FOR ELECTION AS
DIRECTORS AT THE 2007 ANNUAL MEETING OF STOCKHOLDERS OF BAIRNCO CORPORATION
Dear Sir:
This letter shall serve to satisfy the advance notice requirements of
Article III, Section 3 of the Amended and Restated Bylaws (the "Bylaws") of
Bairnco Corporation ("Bairnco") as to the nomination by Steel Partners II, L.P.,
a Delaware limited partnership ("Steel Partners II"), of five (5) nominees for
election to the Board of Directors of Bairnco (the "Bairnco Board") at the 2007
annual meeting of stockholders of Bairnco, or any other meeting of stockholders
held in lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Annual Meeting").
This letter and the Exhibits attached hereto are collectively referred to
as the "Notice." Steel Partners II is the beneficial owner of 1,110,200 shares
of common stock, $0.01 par value per share (the "Common Stock"), of Bairnco,
1,000 shares of which are held of record by Steel Partners II. Through this
Notice, Steel Partners II hereby nominates and notifies you of its intent to
nominate Warren G. Lichtenstein, John J. Quicke, Hugh F. Culverhouse, Anthony
Bergamo and Howard M. Leitner as nominees (the "Nominees") to be elected to the
Bairnco Board at the Annual Meeting. Steel Partners II believes that the terms
of the five (5) directors currently serving on the Bairnco Board expire at the
Annual Meeting. To the extent there are in excess of five (5) vacancies on the
Bairnco Board to be filled by election at the Annual Meeting or Bairnco
increases the size of the Bairnco Board above its existing size, Steel Partners
II reserves the right to nominate additional nominees to be elected to the
Bairnco Board at the Annual Meeting. Additional nominations made pursuant to the
preceding sentence are without prejudice to the position of Steel Partners II
that any attempt to increase the size of the current Bairnco Board or to
classify the Bairnco Board constitutes an unlawful manipulation of Bairnco's
corporate machinery. If this Notice shall be deemed for any reason by a court of
competent jurisdiction to be ineffective with respect to the nomination of any
of the Nominees at the Annual Meeting, or if any individual Nominee shall be
unable to serve for any reason, this Notice shall continue to be effective with
respect to the remaining Nominee(s) and as to any replacement Nominee(s)
selected by Steel Partners II.
The information concerning Steel Partners II and the Nominees required by
Article III, Section 3 of the Bylaws is set forth below:
(I) NAME AND ADDRESS OF THE STOCKHOLDER GIVING THE NOTICE, AS THEY
APPEAR ON BAIRNCO'S BOOKS:
Name Address
---- -------
STEEL PARTNERS II, L.P. 590 Madison Avenue, 32nd Floor
New York, New York 10022
(II) CLASS AND NUMBER OF SHARES OF BAIRNCO WHICH ARE BENEFICIALLY OWNED
BY THE STOCKHOLDER GIVING THE NOTICE:
Name Address
---- -------
Steel Partners II, L.P. 1,110,200 shares of Common Stock,
including 1,000 shares held of record
(III) ALL INFORMATION RELATING TO EACH OF THE NOMINEES THAT IS REQUIRED TO
BE DISCLOSED IN SOLICITATIONS OF PROXIES FOR ELECTION OF DIRECTORS,
OR IS OTHERWISE REQUIRED, IN EACH CASE PURSUANT TO REGULATION 14A
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, INCLUDING
SUCH NOMINEE'S WRITTEN CONSENT TO BEING NAMED IN THE PROXY STATEMENT
AS A NOMINEE AND TO SERVING AS A DIRECTOR IF ELECTED:
WARREN G. LICHTENSTEIN (AGE 41) has been the Chairman of the Board,
Secretary and the Managing Member of Steel Partners, L.L.C.
("Partners LLC"), the general partner of Steel Partners II, a
private investment partnership, since January 1, 1996 and the
President, Chief Executive Officer and a director of Steel Partners,
Ltd. ("SPL"), a management and advisory company that provides
management services to Steel Partners II and its affiliates, since
June 1999. Mr. Lichtenstein has been a director (currently Chairman
of the Board) of United Industrial Corporation, a company
principally focused on the design, production and support of defense
systems and a manufacturer of combustion equipment for biomass and
refuse fuels, since May 2001. Mr. Lichtenstein has been a director
(currently Chairman of the Board) of SL Industries, Inc., a designer
and manufacturer of power electronics, power motion equipment, power
protection equipment, and teleprotection and specialized
communication equipment, since January 2002 and served as Chief
Executive Officer from February 2002 to August 2005. He has served
as Chairman of the Board of WHX Corporation ("WHX"), a holding
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company, since July 2005. Mr. Lichtenstein has been a director of
KT&G Corporation, South Korea's largest tobacco company, since March
2006. Mr. Lichtenstein was a director of Layne Christensen Company
("Layne Christensen"), a provider of products and services for the
water, mineral, construction and energy markets, from January 2004
to October 2006. Mr. Lichtenstein served as a director of
WebFinancial Corporation, a consumer and commercial lender, from
1996 to June 2005, as Chairman and Chief Executive Officer from
December 1997 to June 2005 and as President from December 1997 to
December 2003. The business address of Mr. Lichtenstein is c/o Steel
Partners II, L.P., 590 Madison Avenue, 32nd Floor, New York, New
York 10022. By virtue of his position with Partners LLC, Mr.
Lichtenstein has the power to vote and dispose of the Common Stock
owned by Steel Partners II. Accordingly, Mr. Lichtenstein may be
deemed to be the beneficial owner of the Common Stock owned by Steel
Partners II. For information regarding purchases and sales during
the past two years by Steel Partners II of securities of Bairnco
that may be deemed to be beneficially owned by Mr. Lichtenstein, see
EXHIBIT A.
HUGH F. CULVERHOUSE (AGE 57) is the owner of Palmer Ranch Holdings,
Ltd., a Florida real estate investor. Mr. Culverhouse is also
presently the principal of Culverhouse Limited Partnership which
invests in real estate, securities and hedge funds. From 1997 to
2001, he served as Head Trustee for Hugh F. Culverhouse Trust, which
is comprised of land holdings, orange groves, utilities and other
businesses. From 1979 to 1999, Mr. Culverhouse was an attorney in
private practice. Prior to such time, he was an Assistant U.S.
Attorney with the U.S. Justice Department and a Trial Attorney with
the Securities and Exchange Commission. The business address of Mr.
Culverhouse is SBS Tower, Suite PH 1-C, 2601 South Bayshore Drive,
Miami, Florida 33133. Mr. Culverhouse does not beneficially own, and
has not purchased or sold during the past two years, any securities
of Bairnco.
JOHN J. QUICKE (AGE 57) has served as a Vice President of SPL since
September 2005. Mr. Quicke has served as Chairman of the Board of
NOVT Corporation, a former developer of advanced medical treatments
for coronary and vascular disease, since April 2006 and served as
President and Chief Executive Officer of NOVT from April 2006 to
November 2006. He has served as a director of WHX since July 2005
and as a Vice President since October 2005. Mr. Quicke currently
serves as a director of Layne Christensen and Angelica Corporation,
a leading provider of healthcare linen management services. He
served as a director, President and Chief Operating Officer of Sequa
Corporation ("Sequa"), a diversified industrial company, from 1993
to March 2004, and Vice Chairman and Executive Officer of Sequa from
March 2004 to March 2005. As Vice Chairman and Executive Officer of
Sequa, Mr. Quicke was responsible for the Automotive, Metal Coating,
Specialty Chemicals, Industrial Machinery and Other Product
operating segments of the company. From March 2005 to August 2005,
Mr. Quicke occasionally served as a consultant to Steel Partners II
and explored other business opportunities. The business address of
Mr. Quicke is c/o Steel Partners II, L.P., 590 Madison Avenue, 32nd
Floor, New York, New York 10022. Mr. Quicke does not beneficially
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own, and has not purchased or sold during the past two years, any
securities of Bairnco.
ANTHONY BERGAMO (AGE 60) has served in a variety of capacities with
Milstein Hotel Group, a hotel operator, since April 1996, most
recently as Managing Director. He has also served as the Chief
Executive Officer of Niagara Falls Redevelopment, Ltd., a real
estate development company, since August 1998. He has held various
positions with MB Real Estate, a property management company based
in New York City and Chicago, since April 1996, including the
position of Vice Chairman since May 2003. Mr. Bergamo has been a
director of Lone Star Steakhouse & Saloon, Inc., an owner and
operator of restaurants, since May 2002. He has also been a director
since 1995, a Trustee since 1986 and currently is Chairman of the
Audit Committee of Dime Community Bancorp. Mr. Bergamo is also the
Founder of the Federal Law Enforcement Foundation, a foundation that
provides economic assistance to both federal and local law
enforcement officers suffering from serious illness and to
communities recovering from natural disasters, and has served as its
Chairman since 1988. The business address of Mr. Bergamo is c/o MB
Real Estate, 335 Madison Avenue, 14th Floor, New York, New York
10017. Mr. Bergamo does not beneficially own, and has not purchased
or sold during the past two years, any securities of Bairnco.
HOWARD M. LEITNER (AGE 66) served as Senior Vice President, Finance
of Sequa from November 1999 to January 2006. From 1980 to 1999, he
served in various capacities including President and Chief Financial
Officer of Chock Full O' Nuts Corporation, a marketer of coffee.
From 1977 to 1980, Mr. Leitner was a Senior Audit Manager with the
accounting firm of Ernst & Young. From 1963 to 1977, he was an
accountant with SD Leidesdorf & Co., an accounting firm that was
acquired by Ernst & Young. Mr. Leitner is presently retired from
active employment. His principal address is 78335 Griffin Drive,
Palm Desert, California 92211. Mr. Leitner does not beneficially
own, and has not purchased or sold during the past two years, any
securities of Bairnco.
On June 22, 2006, BZ Acquisition Corp. ("BZA"), a wholly owned
subsidiary of Steel Partners II, commenced a tender offer to
purchase all the issued and outstanding Common Stock of Bairnco for
$12.00 net per share in cash, upon the terms and subject to the
conditions set forth in the offer to purchase, dated June 22, 2006,
as subsequently amended (together with any amendments or supplements
thereto, the "Offer to Purchase") and in the related letter of
transmittal (which, together with the Offer to Purchase,
collectively constitute the "Offer"). The purpose of the Offer is
for Steel Partners II to acquire control of, and the entire equity
interest in, Bairnco. Steel Partners II currently intends, as soon
as practicable following consummation of the Offer, to seek to have
Bairnco consummate a merger or other similar business combination
with BZA or another affiliate of Steel Partners II (the "Proposed
Merger").
On December 29, 2006, Steel Partners II, Partners LLC, BZA, Warren
G. Lichtenstein, John J. Quicke, Hugh F. Culverhouse, Anthony
Bergamo and Howard M. Leitner (collectively, the "Group") entered
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into a Joint Filing and Solicitation Agreement in which, among other
things, (i) the parties agreed to the joint filing on behalf of each
of them of statements on Schedule 13D with respect to the securities
of Bairnco, (ii) the parties agreed to solicit written consents or
proxies to elect the Nominees or any other person designated by the
Group as directors of Bairnco and to take all other action necessary
or advisable to achieve the foregoing (the "Solicitation"), and
(iii) Steel Partners II agreed to bear all expenses incurred in
connection with the Group's activities, including approved expenses
incurred by any of the parties in connection with the Solicitation,
subject to certain limitations.
Pursuant to letter agreements dated December 29, 2006, Steel
Partners II agreed to indemnify each of the Nominees against claims
arising from the Solicitation and any related transactions.
The Bairnco Board has refused to take the steps necessary to permit
Steel Partners II to consummate the Offer. As a result, on or around
January 16, 2007, Steel Partners II commenced a solicitation of
written consents of the stockholders of Bairnco (the "Consent
Solicitation") to remove and replace the current members of the
Bairnco Board with the Nominees who if elected will, subject to
their fiduciary duties, remove the obstacles to the consummation of
the Offer. This would allow Bairnco's stockholders to have the
ability to decide for themselves whether they want to accept the
Offer, the Proposed Merger or any other third-party acquisition
proposal. The purpose of this Notice is to ensure that the
stockholders of Bairnco will have an opportunity to elect the
Nominees as directors of Bairnco at the Annual Meeting to the extent
any of them are not elected pursuant to the Consent Solicitation.
Each of the Nominees has consented to be named as a nominee in any
proxy statement filed by Steel Partners II in connection with the
solicitation of proxies for the election of the Nominees to the
Bairnco Board and to serve as a director of Bairnco, if so elected.
Such consents are attached hereto as EXHIBIT B.
Except as set forth in this Notice (including the Exhibits attached
hereto), (i) during the past 10 years, no Nominee has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors); (ii) no Nominee directly or indirectly beneficially
owns any securities of Bairnco; (iii) no Nominee owns any securities
of Bairnco which are owned of record but not beneficially; (iv) no
Nominee has purchased or sold any securities of Bairnco during the
past two years; (v) no part of the purchase price or market value of
the securities of Bairnco owned by any Nominee is represented by
funds borrowed or otherwise obtained for the purpose of acquiring or
holding such securities; (vi) no Nominee is, or within the past year
was, a party to any contract, arrangements or understandings with
any person with respect to any securities of Bairnco, including, but
not limited to, joint ventures, loan or option arrangements, puts or
calls, guarantees against loss or guarantees of profit, division of
losses or profits, or the giving or withholding of proxies; (vii) no
associate of any Nominee owns beneficially, directly or indirectly,
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any securities of Bairnco; (viii) no Nominee owns beneficially,
directly or indirectly, any securities of any parent or subsidiary
of Bairnco; (ix) no Nominee or any of his associates was a party to
any transaction, or series of similar transactions, since the
beginning of Bairnco's last fiscal year, or is a party to any
currently proposed transaction, or series of similar transactions,
to which Bairnco or any of its subsidiaries was or is to be a party,
in which the amount involved exceeds $60,000; and (x) no Nominee or
any of his associates has any arrangement or understanding with any
person with respect to any future employment by Bairnco or its
affiliates, or with respect to any future transactions to which
Bairnco or any of its affiliates will or may be a party.
Other than as stated herein, there are no arrangements or
understandings between Steel Partners II and each Nominee or any
other person or persons pursuant to which the nominations described
herein are to be made. Reference is made to the Schedule 13D
relating to the securities of Bairnco, the Schedule TO relating to
the Offer and the Schedule 14A relating to the Consent Solicitation,
each as amended, filed and to be filed with the Securities and
Exchange Commission by Steel Partners II and certain members of the
Group, as the case may be, for additional information regarding
Steel Partners II and the members of the Group, the Offer and the
Consent Solicitation.
A representative of Steel Partners II intends to appear in person at
the Annual Meeting to nominate the persons specified in this Notice
for election to the Bairnco Board.
Please address any correspondence to Steel Partners II, L.P., Attention:
Warren Lichtenstein, telephone (212) 520-2300, facsimile (212) 520-2301 (with a
copy to our counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue
Tower, 65 East 55th Street, New York, New York 10022, Attention: Steven Wolosky,
Esq., telephone (212) 451-2333, facsimile (212) 451-2222). The giving of this
Notice is not an admission that any procedures for notice concerning the
nomination of directors to the Bairnco Board are legal, valid or binding, and
Steel Partners II reserves the right to challenge their validity.
Very truly yours,
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
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EXHIBIT A
TRANSACTIONS IN SECURITIES OF BAIRNCO
DURING THE PAST TWO YEARS
Class Quantity Price Per Date of
of Security Purchased Share ($) Purchase
------------ --------- --------- -----------
STEEL PARTNERS II, L.P.
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Common Stock 200 10.45 03/17/2005
Common Stock 45,300 10.46 03/18/2005
Common Stock 20,900 10.47 03/21/2005
Common Stock 39,300 10.50 06/28/2005
Common Stock 6,200 10.75 06/30/2005
Common Stock 5,000 10.75 07/01/2005
Common Stock 39,000 10.78 08/17/2005
Common Stock 8,900 10.80 08/18/2005
Common Stock 5,000 10.85 09/16/2005
EXHIBIT B
NOMINEE CONSENTS
JOHN J. QUICKE
C/O STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
December 29, 2006
Steel Partners II, L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
Attn: Warren G. Lichtenstein
Dear Mr. Lichtenstein:
You are hereby notified that the undersigned consents to being named as a
nominee in any consent statement or proxy statement filed by Steel Partners II,
L.P. with the Securities and Exchange Commission in connection with the
solicitation of written consents or proxies for election of the undersigned as a
director of Bairnco Corporation ("Bairnco") and serving as a director of Bairnco
if elected.
Very truly yours,
/s/ John J. Quicke
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John J. Quicke
HUGH F. CULVERHOUSE
SBS TOWER, SUITE PH 1-C
2601 SOUTH BAYSHORE DRIVE
MIAMI, FLORIDA 33133
December 29, 2006
Steel Partners II, L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
Attn: Warren G. Lichtenstein
Dear Mr. Lichtenstein:
You are hereby notified that the undersigned consents to being named as a
nominee in any consent statement or proxy statement filed by Steel Partners II,
L.P. with the Securities and Exchange Commission in connection with the
solicitation of written consents or proxies for election of the undersigned as a
director of Bairnco Corporation ("Bairnco") and serving as a director of Bairnco
if elected.
Very truly yours,
/s/ Hugh F. Culverhouse
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Hugh F. Culverhouse
ANTHONY BERGAMO
C/O MB REAL ESTATE
335 MADISON AVENUE, 14TH FLOOR
NEW YORK, NEW YORK 10017
December 29, 2006
Steel Partners II, L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
Attn: Warren G. Lichtenstein
Dear Mr. Lichtenstein:
You are hereby notified that the undersigned consents to being named as a
nominee in any consent statement or proxy statement filed by Steel Partners II,
L.P. with the Securities and Exchange Commission in connection with the
solicitation of written consents or proxies for election of the undersigned as a
director of Bairnco Corporation ("Bairnco") and serving as a director of Bairnco
if elected.
Very truly yours,
/s/ Anthony Bergamo
-------------------
Anthony Bergamo
HOWARD M. LEITNER
78335 GRIFFIN DRIVE
PALM DESERT, CALIFORNIA 92211
December 29, 2006
Steel Partners II, L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
Attn: Warren G. Lichtenstein
Dear Mr. Lichtenstein:
You are hereby notified that the undersigned consents to being named as a
nominee in any consent statement or proxy statement filed by Steel Partners II,
L.P. with the Securities and Exchange Commission in connection with the
solicitation of written consents or proxies for election of the undersigned as a
director of Bairnco Corporation ("Bairnco") and serving as a director of Bairnco
if elected.
Very truly yours,
/s/ Howard M. Leitner
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Howard M. Leitner
WARREN G. LICHTENSTEIN
C/O STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
December 29, 2006
Steel Partners II, L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
Gentlemen:
You are hereby notified that the undersigned consents to being named as a
nominee in any consent statement or proxy statement filed by Steel Partners II,
L.P. with the Securities and Exchange Commission in connection with the
solicitation of written consents or proxies for election of the undersigned as a
director of Bairnco Corporation ("Bairnco") and serving as a director of Bairnco
if elected.
Very truly yours,
/s/ Warren G. Lichtenstein
--------------------------
Warren G. Lichtenstein
Steel Partners II anticipates filing a preliminary proxy statement with the
Securities and Exchange Commission ("SEC") in connection with the solicitation
of proxies from the stockholders of Bairnco to elect the Nominees at the Annual
Meeting.
STEEL PARTNERS II STRONGLY ADVISES ALL STOCKHOLDERS OF BAIRNCO TO READ THE PROXY
STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY STATEMENT WILL BE 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 DEFINITIVE PROXY STATEMENT WITHOUT
CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS'
PROXY 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 PROXY SOLICITATION ARE ANTICIPATED TO BE STEEL PARTNERS
II, STEEL PARTNERS, L.L.C., BZ ACQUISITION CORP., WARREN G. LICHTENSTEIN, HUGH
F. 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 ITEM 5 OF AMENDMENT
NO. 7 TO THE SCHEDULE 13D FILED BY STEEL PARTNERS II WITH THE SEC ON DECEMBER
29, 2006 OR THE SCHEDULE 14A FILED BY STEEL PARTNERS II WITH THE SEC ON JANUARY
12, 2007.