sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 13, 2007
BAIRNCO CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-8120 13-3057520
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
300 PRIMERA BOULEVARD, SUITE 432 LAKE MARY, FL 32746
(Address of Principal Executive Offices) (Zip Code)
(407) 875-2222
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
On April 13, 2007, BZ Acquisition Corp. ("BZ ACQUISITION"), a Delaware
corporation and a wholly-owned subsidiary of WHX Corporation, a Delaware
corporation ("WHX"), completed its cash tender offer (the "OFFER") to purchase
up to all outstanding shares of common stock, par value $0.01 per share (the
"COMMON STOCK"), together with 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 a price of $13.50 net
per Share (the "OFFER PRICE"), pursuant to the terms of the Agreement and Plan
of Merger, dated as of February 23, 2007 (the "MERGER AGREEMENT"), by and among
Steel Partners II, L.P., BZ Acquisition and the Company. As permitted by the
terms of the Merger Agreement, WHX had previously acquired Steel Partners II,
L.P.'s entire interest in BZ Acquisition. On April 13, 2007, BZ Acquisition
accepted for payment in accordance with the terms of the Offer all Shares that
were validly tendered and not withdrawn prior to the expiration of the Offer,
and BZ Acquisition has made payment for such Shares in accordance with the terms
of the Offer. The Offer expired, as scheduled, at 5:00 p.m., New York City time,
on April 13, 2007. Upon acceptance of the tendered Shares in the Offer, WHX and
BZ Acquisition beneficially owned approximately 88.9% of the outstanding Shares
(including Shares tendered pursuant to guaranteed delivery procedures).
As promptly as practicable, WHX intends to take all action within its control to
effect a merger of BZ Acquisition with Bairnco (the "MERGER") in which each
Share that remains outstanding (other than Shares owned by WHX or BZ
Acquisition, Shares owned by the Company as treasury stock and Shares held by
stockholders who properly exercise their appraisal rights) will automatically be
converted into the right to receive the same $13.50 per Share cash consideration
paid in the Offer.
Additional information required by Item 5.01(a) of Form 8-K is contained in (i)
the Company's Schedule 14D-9, originally filed by the Company with the
Securities and Exchange Commission (the "SEC") on July 6, 2006, as amended and
supplemented (the "SCHEDULE 14D-9"), and (II) the Tender Offer Statement on
Schedule TO, originally filed by BZ Acquisition with the SEC on June 22, 2006,
as amended and supplemented (the "SCHEDULE TO"), and such information is
incorporated herein by reference. The foregoing description of the Merger
Agreement (including the description of the consideration to be paid in
connection with the Merger) is qualified in its entirety by reference to the
Merger Agreement, a copy of which was filed as Exhibit 99.DIII to the Schedule
TO.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On April 13, 2007, immediately prior to the consummation of the Offer, Luke E.
Fichthorn III resigned as Chief Executive Officer of the Company, Kenneth L.
Bayne ceased to serve as Vice President-Finance, Chief Financial Officer and
Treasurer and Larry D. Smith ceased to serve as Vice President-Administration
and Secretary. In addition, on April 13, 2007, Mr. Fichthorn, Gerald L. DeGood
and James A. Wolf resigned from their positions as directors of the Company.
On April 16, 2007, Jack L. Howard, Glen M. Kassan and John J. Quicke were
elected as new directors of the Company in accordance with the terms of the
Merger Agreement. In addition, on that date, Mr. Kassan was appointed as
Chairman, Mr. Quicke was appointed as President and Chief Executive Officer and
Lawrence C. Maingot, who had served as the Company's Corporate Controller, was
appointed as Vice President-Finance, Chief Financial Officer and Treasurer.
Information about the new directors and officers of the Company is included in
the Schedule TO and the Schedule 14D-9 and is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BAIRNCO CORPORATION
By: /s/ Lawrence C. Maingot
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Name: Lawrence C. Maingot
Title: Vice President - Finance
Date: April 18, 2007