Untitled Document
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE
TO
(RULE 14d-100)
Tender Offer Statement Under Section
14(d)(1) or 13(e)(1) of
the
Securities Exchange Act of 1934
(Amendment No. 13)
________________________
BAIRNCO CORPORATION
(Name of Subject Company)
________________________
BZ
ACQUISITION CORP.
STEEL PARTNERS II,
L.P.
(Names of Filing
Persons--Offeror)
____________________________________
COMMON STOCK,
PAR VALUE $0.01 PER SHARE
(Title of Class of
Securities)
_________________________
057097107
(CUSIP Number of Class of
Securities)
________________________
WARREN G.
LICHTENSTEIN
STEEL
PARTNERS II, L.P.
590
Madison Avenue, 32nd Floor
New York, NY 10022
(212) 520-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and
Communications on Behalf of Filing Persons)
Copies to:
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY
LLP
Park Avenue
Tower
65 East 55th
Street
New York, New
York 10022
(212)
451-2300
|
Transaction Valuation* |
Amount of Filing Fee** |
|
$82,525,068.00 |
$8,831 |
|
|
* |
Estimated
for purposes of calculating the amount of filing fee only. Transaction value derived by
multiplying 6,181,653 (the maximum number of shares of common stock of subject
company estimated to be acquired by Offeror) by $13.35 (the purchase price per share
offered by Offeror). |
|
** |
The
amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, and Fee Rate Advisory No. 5 for fiscal year 2006,
equals $107.00 per million dollars of transaction value. |
| x |
Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of
its filing. |
| Amount Previously Paid: |
$7,792 |
|
Filing Party: |
BZ Acquisition Corp. and
Steel Partners II, L.P. |
| Form or Registration No.: |
Schedule TO |
|
Date Filed: |
June 22, 2006 |
| |
|
|
|
|
| Amount Previously Paid: |
$1,039 |
|
Filing Party: |
BZ Acquisition Corp. and
Steel Partners II, L.P |
| Form or Registration No.: |
Schedule TO |
|
Date Filed: |
February 2, 2007 |
| o
|
Check
the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer. |
| |
Check
the appropriate boxes below to designate any transactions to which the statement relates:
|
|
x |
third-party
tender offer subject to Rule 14d-1. |
|
o |
issuer
tender offer subject to Rule 13e-4. |
|
o |
going-private
transaction subject to Rule 13e-3. |
|
o |
amendment
to Schedule 13D under Rule 13d-2. |
Check the
following box if the filing is a final amendment reporting the results of the tender
offer. o
Items 1
through 9, and Item 11.
This
Amendment No. 13 (“Amendment No. 13”) to Tender Offer Statement on Schedule TO (this
“Schedule TO”) amends and supplements the statement originally filed on June 22, 2006 by
Steel Partners II, L.P., a Delaware limited partnership (“Parent”), and BZ Acquisition
Corp. (the “Purchaser”), a Delaware corporation and a wholly owned subsidiary of Parent.
This Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares
of common stock, par value $0.01 per share (the “Common Stock”), and the associated
preferred stock purchase rights (the “Rights” and, together with the Common Stock, the
“Shares”), of Bairnco Corporation, a Delaware corporation (the “Company”), at $13.35 per
Share, net to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated June 22, 2006 (the “Offer to
Purchase”), and in the related Letter of Transmittal, copies of which are attached hereto
as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which, together with any amendments
or supplements thereto, collectively constitute the “Offer”). The information set forth
in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by
reference with respect to Items 1 through 9 and 11 of this Schedule TO. Capitalized
terms used but not defined herein shall have the meaning assigned to such terms in the
Offer to Purchase.
Section
11 (“Background of the Offer”) of the Offer to Purchase attached as Exhibit (a)(1)(i) to
the Schedule TO is hereby amended by adding the following paragraphs after the last
paragraph of such Section:
“On
February 4, 2007, Mr. Lichtenstein had a telephone conversation with Mr. Fichthorn
regarding the increased Offer price of $13.35 per Share in cash.
On
February 5, 2007, Parent delivered a presentation to Institutional Shareholder Services
relating to the Consent Solicitation.”
Item 10.
Financial Statements.
Not
applicable.
Item 11.
Additional Information.
On
February 5, 2007, Parent delivered a presentation to Institutional Shareholder Services
relating to the Consent Solicitation, as that term is defined in the Offer to Purchase.
The presentation delivered by Parent to Institutional Shareholder Services is attached
hereto as Exhibit (a)(5)(xvi).
Item 12.
Exhibits.
|
(a)(1)(i) |
Offer
to Purchase dated June 22, 2006.* |
|
(a)(1)(ii) |
Form
of Letter of Transmittal.* |
|
(a)(1)(iii) |
Form
of Notice of Guaranteed Delivery.* |
|
(a)(1)(iv) |
Form
of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
|
(a)(1)(v) |
Form
of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.* |
|
(a)(1)(vi) |
Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9.* |
|
(a)(1)(vii) |
Form
of summary advertisement, dated June 22, 2006.* |
|
(a)(5)(i) |
Text
of press release issued by Parent, dated June 15, 2006.* |
|
(a)(5)(ii) |
Text
of press release issued by Parent, dated June 22, 2006.* |
|
(a)(5)(iii) |
Text
of press release issued by Parent, dated June 26, 2006.* |
|
(a)(5)(iv) |
Text
of press release issued by Parent, dated July 21, 2006.* |
|
(a)(5)(v) |
Text
of press release issued by Parent, dated August 10, 2006.* |
|
(a)(5)(vi) |
Text
of press release issued by Parent, dated September 11, 2006.* |
|
(a)(5)(vii) |
Text
of press release issued by Parent, dated September 29, 2006.* |
|
(a)(5)(viii) |
Text
of press release issued by Parent, dated October 27, 2006.* |
|
(a)(5)(ix) |
Text
of press release issued by Parent, dated November 28, 2006.* |
|
(a)(5)(x) |
Text
of press release issued by Parent, dated December 29, 2006.* |
|
(a)(5)(xi) |
Text
of press release issued by Parent, dated January 23, 2007.* |
|
(a)(5)(xii) |
Nomination
letter, dated January 23, 2007, delivered by Parent to the Company.* |
|
(a)(5)(xiii) |
Text
of press release issued by Parent, dated January 24, 2007.* |
|
(a)(5)(xiv) |
Text
of press release issued by Parent, dated January 30, 2007.* |
|
(a)(5)(xv) |
Text
of press release issued by Parent, dated February 2, 2007.* |
|
(a)(5)(xvi) |
Presentation
delivered by Parent to Institutional Shareholder Services on February 5, 2007 |
|
(d)(i) |
Joint
Filing Agreement by and among Steel Partners II, L.P., Steel Partners, L.L.C. and
Warren G. Lichtenstein dated September 8, 2004.* |
|
(d)(ii) |
Joint
Filing and Solicitation Agreement by and among Steel Partners II, L.P., Steel
Partners, L.L.C., BZ Acquisition Corp., Warren G. Lichtenstein,
Hugh F. Culverhouse, John J. Quicke, Anthony Bergamo and Howard M.
Leitner, dated as of December 29, 2006.* |
_____________
*
Previously filed
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
Dated:
February 5, 2007
| |
STEEL PARTNERS II, L.P. |
|
| |
|
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|
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By: |
Steel Partners, L.L.C.
General Partner |
|
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By: |
/s/ Warren G. Lichtenstein |
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Name: |
Warren G. Lichtenstein |
|
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Title: |
Managing Member |
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BZ ACQUISITION CORP. |
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By: |
/s/ Warren G. Lichtenstein |
|
| |
|
|
|
| |
Name: |
Warren G. Lichtenstein |
|
| |
Title: |
President |
|
EXHIBIT
INDEX
|
(a)(1)(i) |
Offer
to Purchase dated June 22, 2006.* |
|
(a)(1)(ii) |
Form
of Letter of Transmittal.* |
|
(a)(1)(iii) |
Form
of Notice of Guaranteed Delivery.* |
|
(a)(1)(iv) |
Form
of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
|
(a)(1)(v) |
Form
of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.* |
|
(a)(1)(vi) |
Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9.* |
|
(a)(1)(vii) |
Form
of summary advertisement, dated June 22, 2006.* |
|
(a)(5)(i) |
Text
of press release issued by Parent, dated June 15, 2006.* |
|
(a)(5)(ii) |
Text
of press release issued by Parent, dated June 22, 2006.* |
|
(a)(5)(iii) |
Text
of press release issued by Parent, dated June 26, 2006.* |
|
(a)(5)(iv) |
Text
of press release issued by Parent, dated July 21, 2006.* |
|
(a)(5)(v) |
Text
of press release issued by Parent, dated August 10, 2006.* |
|
(a)(5)(vi) |
Text
of press release issued by Parent, dated September 11, 2006.* |
|
(a)(5)(vii) |
Text
of press release issued by Parent, dated September 29, 2006.* |
|
(a)(5)(viii) |
Text
of press release issued by Parent, dated October 27, 2006.* |
|
(a)(5)(ix) |
Text
of press release issued by Parent, dated November 28, 2006.* |
|
(a)(5)(x) |
Text
of press release issued by Parent, dated December 29, 2006.* |
|
(a)(5)(xi) |
Text
of press release issued by Parent, dated January 23, 2007.* |
|
(a)(5)(xii) |
Nomination
letter, dated January 23, 2007, delivered by Parent to the Company.* |
|
(a)(5)(xiii) |
Text
of press release issued by Parent, dated January 24, 2007.* |
|
(a)(5)(xiv) |
Text
of press release issued by Parent, dated January 30, 2007.* |
|
(a)(5)(xv) |
Text
of press release issued by Parent, dated February 2, 2007.* |
|
(a)(5)(xvi) |
Presentation
delivered by Parent to Institutional Shareholder Services on February 5, 2007 |
|
(d)(i) |
Joint
Filing Agreement by and among Steel Partners II, L.P., Steel Partners, L.L.C. and
Warren G. Lichtenstein dated September 8, 2004.* |
|
(d)(ii) |
Joint
Filing and Solicitation Agreement by and among Steel Partners II, L.P., Steel
Partners, L.L.C., BZ Acquisition Corp., Warren G. Lichtenstein,
Hugh F. Culverhouse, John J. Quicke, Anthony Bergamo and Howard M.
Leitner, dated as of December 29, 2006.* |
_____________
* Previously filed