Exhibit (a)(5)(xii) STEEL PARTNERS II, L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NEW YORK 10022 January 23, 2007 VIA FACSIMILE AND FEDERAL EXPRESS Bairnco Corporation 300 Primera Boulevard, Suite 432 Lake Mary, Florida 32746 Attn: Corporate Secretary Re: NOTICE OF INTENTION TO NOMINATE INDIVIDUALS FOR ELECTION AS DIRECTORS AT THE 2007 ANNUAL MEETING OF STOCKHOLDERS OF BAIRNCO CORPORATION Dear Sir: This letter shall serve to satisfy the advance notice requirements of Article III, Section 3 of the Amended and Restated Bylaws (the "Bylaws") of Bairnco Corporation ("Bairnco") as to the nomination by Steel Partners II, L.P., a Delaware limited partnership ("Steel Partners II"), of five (5) nominees for election to the Board of Directors of Bairnco (the "Bairnco Board") at the 2007 annual meeting of stockholders of Bairnco, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Annual Meeting"). This letter and the Exhibits attached hereto are collectively referred to as the "Notice." Steel Partners II is the beneficial owner of 1,110,200 shares of common stock, $0.01 par value per share (the "Common Stock"), of Bairnco, 1,000 shares of which are held of record by Steel Partners II. Through this Notice, Steel Partners II hereby nominates and notifies you of its intent to nominate Warren G. Lichtenstein, John J. Quicke, Hugh F. Culverhouse, Anthony Bergamo and Howard M. Leitner as nominees (the "Nominees") to be elected to the Bairnco Board at the Annual Meeting. Steel Partners II believes that the terms of the five (5) directors currently serving on the Bairnco Board expire at the Annual Meeting. To the extent there are in excess of five (5) vacancies on the Bairnco Board to be filled by election at the Annual Meeting or Bairnco increases the size of the Bairnco Board above its existing size, Steel Partners II reserves the right to nominate additional nominees to be elected to the Bairnco Board at the Annual Meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Steel Partners II that any attempt to increase the size of the current Bairnco Board or to classify the Bairnco Board constitutes an unlawful manipulation of Bairnco's corporate machinery. If this Notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of any of the Nominees at the Annual Meeting, or if any individual Nominee shall be unable to serve for any reason, this Notice shall continue to be effective with respect to the remaining Nominee(s) and as to any replacement Nominee(s) selected by Steel Partners II. 1The information concerning Steel Partners II and the Nominees required by Article III, Section 3 of the Bylaws is set forth below: (I) NAME AND ADDRESS OF THE STOCKHOLDER GIVING THE NOTICE, AS THEY APPEAR ON BAIRNCO'S BOOKS: Name Address ---- ------- STEEL PARTNERS II, L.P. 590 Madison Avenue, 32nd Floor New York, New York 10022 (II) CLASS AND NUMBER OF SHARES OF BAIRNCO WHICH ARE BENEFICIALLY OWNED BY THE STOCKHOLDER GIVING THE NOTICE: Name Beneficial Ownership ---- -------------------- Steel Partners II, L.P. 1,110,200 shares of Common Stock, including 1,000 shares held of record (III) ALL INFORMATION RELATING TO EACH OF THE NOMINEES THAT IS REQUIRED TO BE DISCLOSED IN SOLICITATIONS OF PROXIES FOR ELECTION OF DIRECTORS, OR IS OTHERWISE REQUIRED, IN EACH CASE PURSUANT TO REGULATION 14A UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, INCLUDING SUCH NOMINEE'S WRITTEN CONSENT TO BEING NAMED IN THE PROXY STATEMENT AS A NOMINEE AND TO SERVING AS A DIRECTOR IF ELECTED: WARREN G. LICHTENSTEIN (AGE 41) has been the Chairman of the Board, Secretary and the Managing Member of Steel Partners, L.L.C. ("Partners LLC"), the general partner of Steel Partners II, a private investment partnership, since January 1, 1996 and the President, Chief Executive Officer and a director of Steel Partners, Ltd. ("SPL"), a management and advisory company that provides management services to Steel Partners II and its affiliates, since June 1999. Mr. Lichtenstein has been a director (currently Chairman of the Board) of United Industrial Corporation, a company principally focused on the design, production and support of defense systems and a manufacturer of combustion equipment for biomass and refuse fuels, since May 2001. Mr. Lichtenstein has been a director (currently Chairman of the Board) of SL Industries, Inc., a designer and manufacturer of power electronics, power motion equipment, power protection equipment, and teleprotection and specialized communication equipment, since January 2002 and served as Chief Executive Officer from February 2002 to August 2005. He has served as Chairman of the Board of WHX Corporation ("WHX"), a holding company, since July 2005. Mr. Lichtenstein has been a director of KT&G Corporation, South Korea's largest tobacco company, since March 2006. Mr. Lichtenstein was a director of Layne Christensen Company ("Layne Christensen"), a provider of products and services for the water, mineral, construction and energy markets, from January 2004 to October 2006. Mr. Lichtenstein served as a director of 2 WebFinancial Corporation, a consumer and commercial lender, from 1996 to June 2005, as Chairman and Chief Executive Officer from December 1997 to June 2005 and as President from December 1997 to December 2003. The business address of Mr. Lichtenstein is c/o Steel Partners II, L.P., 590 Madison Avenue, 32nd Floor, New York, New York 10022. By virtue of his position with Partners LLC, Mr. Lichtenstein has the power to vote and dispose of the Common Stock owned by Steel Partners II. Accordingly, Mr. Lichtenstein may be deemed to be the beneficial owner of the Common Stock owned by Steel Partners II. For information regarding purchases and sales during the past two years by Steel Partners II of securities of Bairnco that may be deemed to be beneficially owned by Mr. Lichtenstein, see EXHIBIT A. HUGH F. CULVERHOUSE (AGE 57) is the owner of Palmer Ranch Holdings, Ltd., a Florida real estate investor. Mr. Culverhouse is also presently the principal of Culverhouse Limited Partnership which invests in real estate, securities and hedge funds. From 1997 to 2001, he served as Head Trustee for Hugh F. Culverhouse Trust, which is comprised of land holdings, orange groves, utilities and other businesses. From 1979 to 1999, Mr. Culverhouse was an attorney in private practice. Prior to such time, he was an Assistant U.S. Attorney with the U.S. Justice Department and a Trial Attorney with the Securities and Exchange Commission. The business address of Mr. Culverhouse is SBS Tower, Suite PH 1-C, 2601 South Bayshore Drive, Miami, Florida 33133. Mr. Culverhouse does not beneficially own, and has not purchased or sold during the past two years, any securities of Bairnco. JOHN J. QUICKE (AGE 57) has served as a Vice President of SPL since September 2005. Mr. Quicke has served as Chairman of the Board of NOVT Corporation, a former developer of advanced medical treatments for coronary and vascular disease, since April 2006 and served as President and Chief Executive Officer of NOVT from April 2006 to November 2006. He has served as a director of WHX since July 2005 and as a Vice President since October 2005. Mr. Quicke currently serves as a director of Layne Christensen and Angelica Corporation, a leading provider of healthcare linen management services. He served as a director, President and Chief Operating Officer of Sequa Corporation ("Sequa"), a diversified industrial company, from 1993 to March 2004, and Vice Chairman and Executive Officer of Sequa from March 2004 to March 2005. As Vice Chairman and Executive Officer of Sequa, Mr. Quicke was responsible for the Automotive, Metal Coating, Specialty Chemicals, Industrial Machinery and Other Product operating segments of the company. From March 2005 to August 2005, Mr. Quicke occasionally served as a consultant to Steel Partners II and explored other business opportunities. The business address of Mr. Quicke is c/o Steel Partners II, L.P., 590 Madison Avenue, 32nd Floor, New York, New York 10022. Mr. Quicke does not beneficially own, and has not purchased or sold during the past two years, any securities of Bairnco. ANTHONY BERGAMO (AGE 60) has served in a variety of capacities with Milstein Hotel Group, a hotel operator, since April 1996, most 3 recently as Managing Director. He has also served as the Chief Executive Officer of Niagara Falls Redevelopment, Ltd., a real estate development company, since August 1998. He has held various positions with MB Real Estate, a property management company based in New York City and Chicago, since April 1996, including the position of Vice Chairman since May 2003. Mr. Bergamo has been a director of Lone Star Steakhouse & Saloon, Inc., an owner and operator of restaurants, since May 2002. He has also been a director since 1995, a Trustee since 1986 and currently is Chairman of the Audit Committee of Dime Community Bancorp. Mr. Bergamo is also the Founder of the Federal Law Enforcement Foundation, a foundation that provides economic assistance to both federal and local law enforcement officers suffering from serious illness and to communities recovering from natural disasters, and has served as its Chairman since 1988. The business address of Mr. Bergamo is c/o MB Real Estate, 335 Madison Avenue, 14th Floor, New York, New York 10017. Mr. Bergamo does not beneficially own, and has not purchased or sold during the past two years, any securities of Bairnco. HOWARD M. LEITNER (AGE 66) served as Senior Vice President, Finance of Sequa from November 1999 to January 2006. From 1980 to 1999, he served in various capacities including President and Chief Financial Officer of Chock Full O' Nuts Corporation, a marketer of coffee. From 1977 to 1980, Mr. Leitner was a Senior Audit Manager with the accounting firm of Ernst & Young. From 1963 to 1977, he was an accountant with SD Leidesdorf & Co., an accounting firm that was acquired by Ernst & Young. Mr. Leitner is presently retired from active employment. His principal address is 78335 Griffin Drive, Palm Desert, California 92211. Mr. Leitner does not beneficially own, and has not purchased or sold during the past two years, any securities of Bairnco. On June 22, 2006, BZ Acquisition Corp. ("BZA"), a wholly owned subsidiary of Steel Partners II, commenced a tender offer to purchase all the issued and outstanding Common Stock of Bairnco for $12.00 net per share in cash, upon the terms and subject to the conditions set forth in the offer to purchase, dated June 22, 2006, as subsequently amended (together with any amendments or supplements thereto, the "Offer to Purchase") and in the related letter of transmittal (which, together with the Offer to Purchase, collectively constitute the "Offer"). The purpose of the Offer is for Steel Partners II to acquire control of, and the entire equity interest in, Bairnco. Steel Partners II currently intends, as soon as practicable following consummation of the Offer, to seek to have Bairnco consummate a merger or other similar business combination with BZA or another affiliate of Steel Partners II (the "Proposed Merger"). On December 29, 2006, Steel Partners II, Partners LLC, BZA, Warren G. Lichtenstein, John J. Quicke, Hugh F. Culverhouse, Anthony Bergamo and Howard M. Leitner (collectively, the "Group") entered into a Joint Filing and Solicitation Agreement in which, among other things, (i) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of Bairnco, (ii) the parties agreed to solicit written consents or 4 proxies to elect the Nominees or any other person designated by the Group as directors of Bairnco and to take all other action necessary or advisable to achieve the foregoing (the "Solicitation"), and (iii) Steel Partners II agreed to bear all expenses incurred in connection with the Group's activities, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. Pursuant to letter agreements dated December 29, 2006, Steel Partners II agreed to indemnify each of the Nominees against claims arising from the Solicitation and any related transactions. The Bairnco Board has refused to take the steps necessary to permit Steel Partners II to consummate the Offer. As a result, on or around January 16, 2007, Steel Partners II commenced a solicitation of written consents of the stockholders of Bairnco (the "Consent Solicitation") to remove and replace the current members of the Bairnco Board with the Nominees who if elected will, subject to their fiduciary duties, remove the obstacles to the consummation of the Offer. This would allow Bairnco's stockholders to have the ability to decide for themselves whether they want to accept the Offer, the Proposed Merger or any other third-party acquisition proposal. The purpose of this Notice is to ensure that the stockholders of Bairnco will have an opportunity to elect the Nominees as directors of Bairnco at the Annual Meeting to the extent any of them are not elected pursuant to the Consent Solicitation. Each of the Nominees has consented to be named as a nominee in any proxy statement filed by Steel Partners II in connection with the solicitation of proxies for the election of the Nominees to the Bairnco Board and to serve as a director of Bairnco, if so elected. Such consents are attached hereto as EXHIBIT B. Except as set forth in this Notice (including the Exhibits attached hereto), (i) during the past 10 years, no Nominee has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Nominee directly or indirectly beneficially owns any securities of Bairnco; (iii) no Nominee owns any securities of Bairnco which are owned of record but not beneficially; (iv) no Nominee has purchased or sold any securities of Bairnco during the past two years; (v) no part of the purchase price or market value of the securities of Bairnco owned by any Nominee is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no Nominee is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of Bairnco, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any Nominee owns beneficially, directly or indirectly, any securities of Bairnco; (viii) no Nominee owns beneficially, directly or indirectly, any securities of any parent or subsidiary of Bairnco; (ix) no Nominee or any of his associates was a party to any transaction, or series of similar transactions, since the beginning of Bairnco's last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which Bairnco or any of its subsidiaries was or is to be a party, 5 in which the amount involved exceeds $60,000; and (x) no Nominee or any of his associates has any arrangement or understanding with any person with respect to any future employment by Bairnco or its affiliates, or with respect to any future transactions to which Bairnco or any of its affiliates will or may be a party. Other than as stated herein, there are no arrangements or understandings between Steel Partners II and each Nominee or any other person or persons pursuant to which the nominations described herein are to be made. Reference is made to the Schedule 13D relating to the securities of Bairnco, the Schedule TO relating to the Offer and the Schedule 14A relating to the Consent Solicitation, each as amended, filed and to be filed with the Securities and Exchange Commission by Steel Partners II and certain members of the Group, as the case may be, for additional information regarding Steel Partners II and the members of the Group, the Offer and the Consent Solicitation. A representative of Steel Partners II intends to appear in person at the Annual Meeting to nominate the persons specified in this Notice for election to the Bairnco Board. Please address any correspondence to Steel Partners II, L.P., Attention: Warren Lichtenstein, telephone (212) 520-2300, facsimile (212) 520-2301 (with a copy to our counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York 10022, Attention: Steven Wolosky, Esq., telephone (212) 451-2333, facsimile (212) 451-2222). The giving of this Notice is not an admission that any procedures for notice concerning the nomination of directors to the Bairnco Board are legal, valid or binding, and Steel Partners II reserves the right to challenge their validity. Very truly yours, 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 6 EXHIBIT A TRANSACTIONS IN SECURITIES OF BAIRNCO DURING THE PAST TWO YEARS Class Quantity Price Per Date of of Security Purchased Share ($) Purchase ------------ --------- --------- ----------- STEEL PARTNERS II, L.P. - -------------------------------------------------------------------------------- Common Stock 200 10.45 03/17/2005 Common Stock 45,300 10.46 03/18/2005 Common Stock 20,900 10.47 03/21/2005 Common Stock 39,300 10.50 06/28/2005 Common Stock 6,200 10.75 06/30/2005 Common Stock 5,000 10.75 07/01/2005 Common Stock 39,000 10.78 08/17/2005 Common Stock 8,900 10.80 08/18/2005 Common Stock 5,000 10.85 09/16/2005 EXHIBIT B NOMINEE CONSENTS JOHN J. QUICKE C/O STEEL PARTNERS II, L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NEW YORK 10022 December 29, 2006 Steel Partners II, L.P. 590 Madison Avenue, 32nd Floor New York, NY 10022 Attn: Warren G. Lichtenstein Dear Mr. Lichtenstein: You are hereby notified that the undersigned consents to being named as a nominee in any consent statement or proxy statement filed by Steel Partners II, L.P. with the Securities and Exchange Commission in connection with the solicitation of written consents or proxies for election of the undersigned as a director of Bairnco Corporation ("Bairnco") and serving as a director of Bairnco if elected. Very truly yours, /s/ John J. Quicke ------------------ John J. Quicke HUGH F. CULVERHOUSE SBS TOWER, SUITE PH 1-C 2601 SOUTH BAYSHORE DRIVE MIAMI, FLORIDA 33133 December 29, 2006 Steel Partners II, L.P. 590 Madison Avenue, 32nd Floor New York, NY 10022 Attn: Warren G. Lichtenstein Dear Mr. Lichtenstein: You are hereby notified that the undersigned consents to being named as a nominee in any consent statement or proxy statement filed by Steel Partners II, L.P. with the Securities and Exchange Commission in connection with the solicitation of written consents or proxies for election of the undersigned as a director of Bairnco Corporation ("Bairnco") and serving as a director of Bairnco if elected. Very truly yours, /s/ Hugh F. Culverhouse ----------------------- Hugh F. Culverhouse ANTHONY BERGAMO C/O MB REAL ESTATE 335 MADISON AVENUE, 14TH FLOOR NEW YORK, NEW YORK 10017 December 29, 2006 Steel Partners II, L.P. 590 Madison Avenue, 32nd Floor New York, NY 10022 Attn: Warren G. Lichtenstein Dear Mr. Lichtenstein: You are hereby notified that the undersigned consents to being named as a nominee in any consent statement or proxy statement filed by Steel Partners II, L.P. with the Securities and Exchange Commission in connection with the solicitation of written consents or proxies for election of the undersigned as a director of Bairnco Corporation ("Bairnco") and serving as a director of Bairnco if elected. Very truly yours, /s/ Anthony Bergamo ------------------- Anthony Bergamo HOWARD M. LEITNER 78335 GRIFFIN DRIVE PALM DESERT, CALIFORNIA 92211 December 29, 2006 Steel Partners II, L.P. 590 Madison Avenue, 32nd Floor New York, NY 10022 Attn: Warren G. Lichtenstein Dear Mr. Lichtenstein: You are hereby notified that the undersigned consents to being named as a nominee in any consent statement or proxy statement filed by Steel Partners II, L.P. with the Securities and Exchange Commission in connection with the solicitation of written consents or proxies for election of the undersigned as a director of Bairnco Corporation ("Bairnco") and serving as a director of Bairnco if elected. Very truly yours, /s/ Howard M. Leitner --------------------- Howard M. Leitner WARREN G. LICHTENSTEIN C/O STEEL PARTNERS II, L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NEW YORK 10022 December 29, 2006 Steel Partners II, L.P. 590 Madison Avenue, 32nd Floor New York, NY 10022 Gentlemen: You are hereby notified that the undersigned consents to being named as a nominee in any consent statement or proxy statement filed by Steel Partners II, L.P. with the Securities and Exchange Commission in connection with the solicitation of written consents or proxies for election of the undersigned as a director of Bairnco Corporation ("Bairnco") and serving as a director of Bairnco if elected. Very truly yours, /s/ Warren G. Lichtenstein -------------------------- Warren G. Lichtenstein
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SC TO-T/A Filing
Bairnco Inactive SC TO-T/AThird party tender offer statement (amended)
Filed: 24 Jan 07, 12:00am