SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement under
Section 14(d)(4) of the Securities Exchange Act of 1934
BAIRNCO CORPORATION
(Name of Subject Company)
BAIRNCO CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
(including the associated Series A Junior Participating Preferred Stock Purchase Rights)
(Title of Class of Securities)
057097107
(CUSIP Number of Class of Securities)
Luke E. Fichthorn, III
Chairman & Chief Executive Officer
Bairnco Corporation
300 Primera Boulevard
Lake Mary, Florida 32746
(407) 875-2222
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
With Copies to:
Andrew L. Bab, Esq.
John H. Hall, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
(212) 909-6000
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer. |
TABLE OF CONTENTS
This Amendment No. 9 amends and supplements the Solicitation/Recommendation Statement on
Schedule14D-9 initially filed with the Securities and Exchange Commission (“SEC”) on July
6, 2006, as amended and supplemented by Amendment No.1 filed with the SEC on July 12, 2006,
Amendment No. 2 filed with the SEC on July 14, 2006, Amendment No. 3 filed with the SEC on July 28,
2006, Amendment No. 4 filed with the SEC on October 16, 2006 and Amendment No. 5 filed with the SEC
on October 20, 2006, and Amendment No. 6 filed with the SEC on January 3, 2007, Amendment No. 7
filed with the SEC on January 17, 2007, and Amendment No. 8 filed with the SEC on January 19, 2007
(as amended and supplemented, the “Statement”), by Bairnco Corporation, a Delaware
corporation (the “Company” or “Bairnco”) relating to the tender offer by BZ
Acquisition Corp., a Delaware corporation (the “Offeror”) and a wholly owned subsidiary of
Steel Partners II, L.P. (“Steel Partners”), to purchase all of the issued and outstanding
common stock of the Company for $12.00 per share, net to the seller in cash, without interest, upon
the terms and subject to the conditions described in the Tender Offer Statement on Schedule TO
originally filed by Steel Partners and the Offeror with the SEC on June 22, 2006.
Item 4. The Solicitation or Recommendation.
(b) Background of the Offer.
The Statement is hereby amended to include the following paragraphs at the end of Item 4(b):
“On January 24, 2007, the Company filed its definitive consent revocation statement on
Schedule14A (the “Consent Revocation Statement”) with respect to the Consent Solicitation
and issued a press release in connection therewith. A copy of the press release is filed as an
exhibit hereto and incorporated by reference herein.”
Item 9. Exhibits
Item 9 of the Statement is hereby amended and supplemented by adding the following thereto:
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Description |
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a(17)
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Press release, dated January 24, 2007 |
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.
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BAIRNCO CORPORATION
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By: |
/s/ Luke E. Fichthorn III
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Name: |
Luke E. Fichthorn III |
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Title: |
Chairman and Chief Executive Officer |
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Dated: January 24, 2007