sec document
UNITED STATES
SECURITIES 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.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
SUPPLEMENT DATED JANUARY 23, 2007 TO THE CONSENT STATEMENT OF
STEEL PARTNERS II, L.P. DATED JANUARY 16, 2007
GENERAL INFORMATION
Steel Partners II, L.P., a Delaware limited partnership ("Steel Partners
II"), is supplementing its Consent Statement dated January 16, 2007 (the
"Consent Statement") in connection with its solicitation of written consents
from the holders of shares of common stock, par value $.01 per share, of Bairnco
Corporation, a Delaware corporation ("Bairnco"), to take the following actions
(the "Proposals") without a stockholders' meeting, as authorized by the Delaware
General Corporation Law:
PROPOSAL 1 - Remove each member of Bairnco's Board of Directors (the
"Bairnco Board") and any person (other than those elected by the consent
solicitation) elected or appointed to the Bairnco Board by such directors to
fill any vacancy on the Bairnco Board or any newly-created directorships;
PROPOSAL 2 - Amend Section 2 of Article III of the Amended and Restated
Bylaws of Bairnco (the "Bylaws"), as set forth on Schedule I to the Consent
Statement, to fix the number of directors serving on the Bairnco Board at five
(5);
PROPOSAL 3 - Amend Section 2 of Article III of the Bylaws, as set forth on
Schedule I to the Consent Statement, to provide that any vacancies on the
Bairnco Board resulting from the removal of directors by the stockholders of
Bairnco may not be filled by the directors and shall only be filled by the
stockholders of Bairnco; and
PROPOSAL 4 - Elect the nominees of Steel Partners II - Warren G.
Lichtenstein, Hugh F. Culverhouse, John J. Quicke, Anthony Bergamo and Howard M.
Leitner - described in the Consent Statement to serve as directors of Bairnco
(or, if any such nominee is unable or unwilling to serve as a director of
Bairnco, any other person designated as a nominee by the remaining nominee or
nominees).
SUPPLEMENTAL CONSENT STATEMENT INFORMATION
THE CONSENT STATEMENT IS HEREBY SUPPLEMENTED SOLELY TO STATE THAT BAIRNCO
HAS SET A RECORD DATE OF JANUARY 30, 2007 FOR DETERMINING STOCKHOLDERS ENTITLED
TO CONSENT TO THE PROPOSALS. EXCEPT AS SPECIFICALLY MODIFIED OR SUPPLEMENTED BY
THE INFORMATION CONTAINED IN THIS SUPPLEMENT, ALL INFORMATION SET FORTH IN THE
CONSENT STATEMENT REMAINS APPLICABLE. THIS SUPPLEMENT WILL NOT BE MAILED TO THE
STOCKHOLDERS.
If you have any questions or require any additional information concerning
this supplement to the Consent Statement of Steel Partners II, please contact
MacKenzie Partners, Inc. at the address and toll-free number set forth below.
MACKENZIE
PARTNERS, INC.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
bairnco@mackenziepartners.com
or
CALL TOLL FREE (800) 322-2885