DEFA14A
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OMB APPROVAL |
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OMB Number:
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3235-0059 |
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Expires:
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January 31, 2008 |
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Estimated average burden hours per
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14. |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box: |
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o Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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o Definitive Proxy Statement |
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o Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
BAIRNCO
CORPORATION
(Name
of Registrant as Specified In Its Charter)
BAIRNCO
CORPORATION
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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þ No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. |
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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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o Fee paid previously with preliminary materials. |
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o 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. |
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
On January 16, 2007, Bairnco Corporation distributed the following letter to its stockholders:
Bairnco Corporation
300 Primera Boulevard, Suite 432
Lake Mary, Florida 32746
January 16, 2007
Dear Fellow Shareholder:
Shortly, you will receive proxy materials from Steel Partners II, L.P., soliciting your written
consents to replace the directors whom you have elected with a slate of nominees who have been
handpicked by Steel Partners. Steel Partners aim is to implement its unsolicited tender offer to
purchase all of the outstanding common stock of Bairnco Corporation for the inadequate price of
$12.00 per share in cash. Steel Partners plans to mail its materials prematurelybefore you
receive Bairncos materials, before the Company releases its 2006 results and even before a record
date for the consent solicitation is setin order to induce stockholders to consent quickly to
Steel Partners proposals without the benefit of important information.
WE URGE YOU TO TAKE NO ACTION UNTIL YOU REVIEW BAIRNCOS
PROXY MATERIALS, CONTAINING A WHITE PROXY CARD,
WHICH YOU WILL RECEIVE SHORTLY
After a thorough review of Steel Partners $12.00 offer, your Board of Directors determined that it
was inadequate, opportunistic and not in the best interests of all of the Companys stockholders.
Accordingly, the Board has recommended that you reject the Offer and not tender your shares.
Your Board is committed to enhancing shareholder value, something we have done successfully over
the last six months. During that time, Bairnco has taken a number of significant actions that have
put the Company in a much stronger financial and operating position and our financial performance
reflects these improvements. We expect to make even more progress realizing and improving value
during the course of this year and beyond, to benefit all stockholders.
In the days ahead we will send you our proxy materials, which will contain further information
about Steel Partners offer, why we believe it is inadequate and why we are so convinced that the
best way to maximize shareholder value is for Bairnco to remain independent and continue to
implement its strategic plan. We will also announce our 2006 year-end results and updated 2007
guidance on or before January 25, 2007. We believe that this information is important and that
you should consider it before you make any decision.
THERE IS ABSOLUTELY NO NEED FOR YOU TO TAKE ANY ACTION AT THIS TIME
By consenting prematurely, you could surrender control of your Company to Steel Partners and
lose any chance of realizing a fair value for your investment
We urge you NOT to cast your vote before becoming fully informed. Please wait for Bairncos proxy
materials and the announcement of our year-end 2006 financial performance so you can carefully
consider all of the facts and relevant financial information before making any decision.
In the meantime, if you have any questions about this process, we urge you to call Georgeson Inc.,
our proxy solicitor, toll-free at 866.695.6077.
As always, we have a single focus the protection and enhancement of your investment in Bairnco
Corporation. Thank you for your continued support.
On behalf of the Board of Directors,
/s/
Luke E. Fichthorn, III
Luke
E. Fichthorn, III
Chairman and CEO
IMPORTANT INFORMATION
Bairnco filed a Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to
time, the Schedule 14D-9) with the Securities and Exchange Commission (SEC) on
July 6, 2006, regarding Steel Partners unsolicited tender offer for all the outstanding shares of
Stock of Bairnco for $12.00 per share, net to the sellers in cash, without interest (the
Offer). Bairncos stockholders should read the Schedule 14D-9 (including any amendments
or supplements thereto) because these documents contain important information relating to the Offer
and the related consent solicitation.
On January 12, 2007, Steel Partners filed a consent solicitation statement with the SEC relating to
Steel Partners solicitation of consents of Bairncos stockholders to, among other things, remove
all of Bairncos current directors and replace them with Steel Partners nominees. On January 11,
2006, Bairnco filed a preliminary consent revocation statement on Form PREC14A with the SEC to
counter Bairncos consent solicitation. Bairncos stockholders should read the preliminary consent
revocation statement (including any amendments or supplements thereto) because it contains
additional information important to the stockholders interests in the Offer and the related
consent solicitation.
The Schedule 14D-9, the preliminary consent revocation statement, the definitive consent revocation
materials (when filed) and other public filings made by Bairnco with the SEC are available free of
charge at the SECs website at www.sec.gov. Bairnco will provide a copy of these materials
free of charge at its website at www.bairnco.com.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Certain of Bairncos directors, officers and employees may be deemed to be participants in the
solicitation of Bairncos stockholders. Information regarding the names and interests of these
persons is contained in the preliminary consent revocation statement (including any amendments or
supplements thereto).