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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|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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paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
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On February 2, 2007, Steel Partners II, L.P. issued the following press
release:
PRESS RELEASE
FOR IMMEDIATE RELEASE:
STEEL PARTNERS II INCREASES TENDER OFFER PRICE FOR BAIRNCO CORPORATION
TO $13.35 PER SHARE IN CASH
NEW YORK, NY - FEBRUARY 2, 2007 -- Steel Partners II, L.P. ("Steel
Partners II") announced today that it is increasing its cash tender offer to
purchase all of the outstanding shares of Bairnco Corporation (NYSE:BZ;
"Bairnco") from $12.00 per share to $13.35 per share in cash.
Warren Lichtenstein, the managing member of Steel Partners II, said, "We
believe that the increased cash tender offer price of $13.35 per share fully and
fairly reflects the true value of Bairnco's shares and would give stockholders
immediate liquidity in a stock that is thinly traded. The increased cash offer
price represents a premium of 34% to the closing price of Bairnco's stock on the
day we informed Bairnco of our tender offer and a multiple of 19.9x Bairnco's
trailing twelve month earnings, which is significantly higher than the average
price/earnings multiples of comparable companies over the same period. In
raising our offer price, we have given due consideration to Bairnco's guidance
for 2007 in view of its past failures to achieve its projected financial growth
and deliver on promised operational changes. If the Board of Directors truly
claims to be acting in the best interests of stockholders, then, in light of our
increased offer, it should immediately remove the obstacles it has imposed on
our tender offer to allow stockholders to decide the future of their company for
themselves."
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 $13.35 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 Friday, February 23,
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 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 AND PROXY
SOLICITATION
Steel Partners II, together with the other Participants (as defined below), has
filed a definitive consent solicitation statement (as it may be amended or
supplemented, the "Consent Solicitation Statement") and intends to file a
preliminary proxy statement (as it may be amended or supplemented, the "Proxy
Statement") with the Securities and Exchange Commission (the "SEC") relating to
the solicitation of written consents and proxies from Bairnco stockholders.
STEEL PARTNERS II STRONGLY ADVISES ALL STOCKHOLDERS OF BAIRNCO TO READ THE
CONSENT SOLICITATION STATEMENT AND PROXY STATEMENT AS THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION. SUCH CONSENT
SOLICITATION STATEMENT IS AVAILABLE AND 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 SOLICITATIONS WILL PROVIDE COPIES OF THE CONSENT
SOLICITATION STATEMENT AND, WHEN IT BECOMES AVAILABLE, THE DEFINITIVE PROXY
STATEMENT, WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED
TO THE PARTICIPANTS' 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, AND 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 THE CONSENT SOLICITATION STATEMENT.
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