sec document
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
| | Definitive Additional Materials
|X| 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 December 29, 2006, Steel Partners II, L.P. issued the following
press release:
PRESS RELEASE
FOR IMMEDIATE RELEASE:
STEEL PARTNERS II WILL SOLICIT CONSENTS TO REMOVE DIRECTORS OF
BAIRNCO CORPORATION
EXTENDS ITS TENDER OFFER FOR BAIRNCO SHARES TO MONDAY, JANUARY 29, 2007
NEW YORK, NY - DECEMBER 29, 2006 -- Steel Partners II, L.P. ("Steel
Partners II") announced today that it is filing with the Securities and Exchange
Commission a preliminary consent solicitation statement relating to the
solicitation of written consents from stockholders of Bairnco Corporation
(NYSE:BZ; "Bairnco") to take certain actions to facilitate its cash tender offer
to purchase all of the outstanding shares of Bairnco for $12.00 per share,
including removing the current members of Bairnco's board of directors and
replacing them with five individuals nominated by Steel Partners II.
Warren Lichtenstein, the managing member of Steel Partners II, said,
"We believe that the current directors of Bairnco are not acting, and will not
act, in stockholders' best interests with respect to our tender offer. The
Bairnco board of directors has refused to take the steps necessary to allow
stockholders to receive the cash tender offer price for their shares, including
opting out of Section 203 of the Delaware General Corporation Law and redeeming
the "poison pill" rights plan that the board implemented in response to our
tender offer. As a result, in order to allow Bairnco stockholders to decide the
future of their company for themselves, we intend to commence a consent
solicitation to replace Bairnco's current directors with five highly qualified
individuals who will have the ability, subject to their fiduciary duties, to
facilitate our tender offer."
Steel Partners II further announced today that it has extended its cash
tender offer for all of the common stock of Bairnco not already owned by it or
its subsidiaries to 5:00 P.M., New York City time, on Monday, January 29, 2007.
The tender offer was previously set to expire at 5:00 P.M., New York City time,
on Friday, December 29, 2006. As of the close of business on December 28, 2006,
a total of 2,030,726 shares had been tendered in and not withdrawn from the
offer, which together with the shares owned by Steel Partners II and its
subsidiaries (including BZ Acquisition Corp.), represents approximately 43.1% of
the total shares outstanding of Bairnco.
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 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),
intends to make a preliminary filing with the Securities and Exchange Commission
(the "SEC") of a consent solicitation statement 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 WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. SUCH CONSENT SOLICITATION 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 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 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 SCHEDULE 14A TO
BE FILED BY STEEL PARTNERS II WITH THE SEC LATER TODAY.
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