sec 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. 17)
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BAIRNCO CORPORATION
(Name of Subject Company)
------------------------
BZ ACQUISITION CORP.
STEEL PARTNERS II, L.P.
WHX CORPORATION
(Names of Filing Persons--Offeror)
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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
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(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
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Transaction Valuation* Amount of Filing Fee**
--------------------------------------------------------------------------------
$100,274,787.00 $516.00
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* Estimated for purposes of calculating the amount of filing fee only.
Transaction value derived by multiplying 7,427,762 (the maximum number of
shares of common stock of subject company estimated to be acquired by
Offeror) by $13.50 (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, equals $107.00 per
million dollars of transaction value with respect to the fee paid on June
22, 2006, February 2, 2007 and February 23, 2007 and $30.70 per million
dollars of transaction value with respect to the fee paid on March 30,
2007.
|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.
BZ Acquisition
Corp. and Steel
Amount Previously Paid: $7,792 Filing Party: Partners II, L.P.
Form or Registration No.: Schedule TO Date Filed: June 22, 2006
BZ Acquisition
Corp. and Steel
Amount Previously Paid: $1,039 Filing Party: Partners II, L.P.
Form or Registration No.: Schedule TO Date Filed: February 2, 2007
BZ Acquisition
Corp. and Steel
Amount Previously Paid: $101.50 Filing Party: Partners II, L.P.
Form or Registration No.: Schedule TO Date Filed: February 23, 2007
|_| 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.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| 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. |_|
ITEMS 1 THROUGH 9, AND ITEM 11.
This Amendment No. 17 ("Amendment No. 17") to Tender Offer Statement on
Schedule TO (this "Schedule TO") amends and supplements the statement originally
filed on June 22, 2006, as amended, by Steel Partners II, L.P., a Delaware
limited partnership ("Steel Partners II"), and BZ Acquisition Corp. (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of Steel
Partners II. 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 $13.50 per Share, net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in the Amended and Restated Offer to Purchase, dated March 2, 2007 (as amended
or supplemented, the "Offer to Purchase"), and in the related Amended and
Restated Letter of Transmittal (the "Letter of Transmittal"), copies of which
are attached hereto as Exhibits (a)(1)(viii) and (a)(1)(ix), respectively
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"). The information set forth in the Offer to Purchase,
including the Supplement thereto dated March 30, 2007, a copy of which is
attached hereto as Exhibit (a)(1)(xiii), 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.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
On March 30, 2007, Steel Partners II issued a press release announcing
that, as permitted by the Merger Agreement with the Company, it may transfer its
entire interest in the Purchaser to WHX Corporation, a Delaware corporation and
an affiliate of Steel Partners II (the "BZA Transfer"). As a result, WHX
Corporation has been included as an offeror in this Schedule TO. The BZA
Transfer will not result in the amendment or addition of any conditions to the
consummation of the Offer. If the BZA Transfer is consummated, Steel Partners II
intends to tender all Shares owned by it into the Offer, and the transaction
valuation set forth in the fee table on the cover page of this Schedule TO has
been increased accordingly. The press release issued by Steel Partners II is
attached hereto as Exhibit (a)(5)(xx).
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)(1)(viii) Amended and Restated Offer to Purchase dated March 2, 2007.*
(a)(1)(ix) Form of Amended and Restated Letter of Transmittal.*
(a)(1)(x) Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(1)(xi) Revised Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other
Nominees.*
(a)(1)(xii) Revised Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies
and Other Nominees.*
(a)(1)(xiii) Supplement to the Amended and Restated Offer to Purchase dated
March 30, 2007.
(a)(5)(i) Text of press release issued by Steel Partners II, dated June 15,
2006.*
(a)(5)(ii) Text of press release issued by Steel Partners II, dated June 22,
2006.*
(a)(5)(iii) Text of press release issued by Steel Partners II, dated June 26,
2006.*
(a)(5)(iv) Text of press release issued by Steel Partners II, dated July 21,
2006.*
(a)(5)(v) Text of press release issued by Steel Partners II, dated August
10, 2006.*
(a)(5)(vi) Text of press release issued by Steel Partners II, dated September
11, 2006.*
(a)(5)(vii) Text of press release issued by Steel Partners II, dated September
29, 2006.*
(a)(5)(viii) Text of press release issued by Steel Partners II, dated October
27, 2006.*
(a)(5)(ix) Text of press release issued by Steel Partners II, dated November
28, 2006.*
(a)(5)(x) Text of press release issued by Steel Partners II, dated December
29, 2006.*
(a)(5)(xi) Text of press release issued by Steel Partners II, dated January
23, 2007.*
(a)(5)(xii) Nomination letter, dated January 23, 2007, delivered by Steel
Partners II to the Company.*
(a)(5)(xiii) Text of press release issued by Steel Partners II, dated January
24, 2007.*
(a)(5)(xiv) Text of press release issued by Steel Partners II, dated January
30, 2007.*
(a)(5)(xv) Text of press release issued by Steel Partners II, dated February
2, 2007.*
(a)(5)(xvi) Presentation delivered by Steel Partners II to Institutional
Shareholder Services on February 5,
2007*
(a)(5)(xvii) Text of joint press release issued by Steel Partners II and the
Company, dated February 23, 2007.*
(a)(5)(xviii) Text of press release issued by Steel Partners II, dated February
23, 2007.*
(a)(5)(xix) Text of press release issued by Steel Partners II, dated March 19,
2007.*
(a)(5)(xx) Text of press release issued by Steel Partners II, dated March 30,
2007.
(b) Not applicable.
(c) Not applicable.
(d)(i) Joint Filing Agreement by and among Steel Partners II, 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, Steel Partners, L.L.C., the Purchaser, Warren G.
Lichtenstein, Hugh F. Culverhouse, John J. Quicke, Anthony Bergamo
and Howard M. Leitner, dated as of December 29, 2006.*
(d)(iii) Agreement and Plan of Merger, dated as of February 23, 2007, by
and among Steel Partners II, the Purchaser and the Company.*
(d)(iv) Tender and Support Agreement, dated as of February 23, 2007, by
and among Steel Partners II, Luke E. Fichthorn III, Kenneth L.
Bayne, Gerald L. DeGood, Charles T. Foley, Lawrence C. Maingot,
Larry D. Smith, James A. Wolf and William F. Yelverton.*
(d)(v) Joint Filing Agreement by and among Steel Partners II, Steel
Partners, L.L.C., Warren G. Lichtenstein, BZ Acquisition Corp. and
WHX Corporation dated March 30, 2007.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
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* 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: March 30, 2007
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
------------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
BZ ACQUISITION CORP.
By: /s/ Warren G. Lichtenstein
------------------------------
Name: Warren G. Lichtenstein
Title: President
WHX CORPORATION
By: /s/ Glen M. Kassan
------------------------------
Name: Glen M. Kassan
Title: Chief Executive Officer
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)(1)(viii) Amended and Restated Offer to Purchase dated March 2, 2007.*
(a)(1)(ix) Form of Amended and Restated Letter of Transmittal.*
(a)(1)(x) Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(1)(xi) Revised Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other
Nominees.*
(a)(1)(xii) Revised Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies
and Other Nominees.*
(a)(1)(xiii) Supplement to the Amended and Restated Offer to Purchase dated
March 30, 2007.
(a)(5)(i) Text of press release issued by Steel Partners II, dated June 15,
2006.*
(a)(5)(ii) Text of press release issued by Steel Partners II, dated June 22,
2006.*
(a)(5)(iii) Text of press release issued by Steel Partners II, dated June 26,
2006.*
(a)(5)(iv) Text of press release issued by Steel Partners II, dated July 21,
2006.*
(a)(5)(v) Text of press release issued by Steel Partners II, dated August
10, 2006.*
(a)(5)(vi) Text of press release issued by Steel Partners II, dated September
11, 2006.*
(a)(5)(vii) Text of press release issued by Steel Partners II, dated September
29, 2006.*
(a)(5)(viii) Text of press release issued by Steel Partners II, dated October
27, 2006.*
(a)(5)(ix) Text of press release issued by Steel Partners II, dated November
28, 2006.*
(a)(5)(x) Text of press release issued by Steel Partners II, dated December
29, 2006.*
(a)(5)(xi) Text of press release issued by Steel Partners II, dated January
23, 2007.*
(a)(5)(xii) Nomination letter, dated January 23, 2007, delivered by Steel
Partners II to the Company.*
(a)(5)(xiii) Text of press release issued by Steel Partners II, dated January
24, 2007.*
(a)(5)(xiv) Text of press release issued by Steel Partners II, dated January
30, 2007.*
(a)(5)(xv) Text of press release issued by Steel Partners II, dated February
2, 2007.*
(a)(5)(xvi) Presentation delivered by Steel Partners II to Institutional
Shareholder Services on February 5,
2007*
(a)(5)(xvii) Text of joint press release issued by Steel Partners II and the
Company, dated February 23, 2007.*
(a)(5)(xviii) Text of press release issued by Steel Partners II, dated February
23, 2007.*
(a)(5)(xix) Text of press release issued by Steel Partners II, dated March 19,
2007.*
(a)(5)(xx) Text of press release issued by Steel Partners II, dated March 30,
2007.
(b) Not applicable.
(c) Not applicable.
(d)(i) Joint Filing Agreement by and among Steel Partners II, 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, Steel Partners, L.L.C., the Purchaser, Warren G.
Lichtenstein, Hugh F. Culverhouse, John J. Quicke, Anthony Bergamo
and Howard M. Leitner, dated as of December 29, 2006.*
(d)(iii) Agreement and Plan of Merger, dated as of February 23, 2007, by
and among Steel Partners II, the Purchaser and the Company.*
(d)(iv) Tender and Support Agreement, dated as of February 23, 2007, by
and among Steel Partners II, Luke E. Fichthorn III, Kenneth L.
Bayne, Gerald L. DeGood, Charles T. Foley, Lawrence C. Maingot,
Larry D. Smith, James A. Wolf and William F. Yelverton.*
(d)(v) Joint Filing Agreement by and among Steel Partners II, Steel
Partners, L.L.C., Warren G. Lichtenstein, BZ Acquisition Corp. and
WHX Corporation dated March 30, 2007.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
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* Previously filed