OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
BAIRNCO CORPORATION
AT
$12.00 NET PER SHARE
BY
BZ ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
STEEL PARTNERS II, L.P.
June 22, 2006
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated June 22,
2006 and the related Letter of Transmittal (which, together with any amendments
and supplements thereto, collectively constitute the "Offer") in connection with
the Offer by BZ Acquisition Corp. (the "Purchaser"), a Delaware corporation and
a wholly owned subsidiary of Steel Partners II, L.P. ("Parent"), a Delaware
limited partnership, to purchase for cash all outstanding shares of common
stock, par value $0.01 per share (the "Shares"), of Bairnco Corporation, a
Delaware corporation (the "Company"). We are the holder of record of Shares held
for your account. A tender of such Shares can be made only by us as the holder
of record and pursuant to your instructions. The Letter of Transmittal is
furnished to you for your information only and cannot be used by you to tender
Shares held by us for your account.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Your attention is directed to the following:
1. The tender price is $12.00 per Share, net to you in cash.
2. The Offer and withdrawal rights expire at 12:00 Midnight, New York
City time, on Thursday, July 20, 2006, unless extended (as extended,
the "Expiration Date").
3. The Offer is conditioned upon, among other things, (i) there being
validly tendered and not withdrawn before the Expiration Date a number
of Shares, which, together with the Shares then owned by Parent and
its subsidiaries (including the Purchaser), represents at least a
majority of the total number of Shares outstanding on a fully diluted
basis, (ii) expiration or termination of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and
(iii) Parent being satisfied that Section 203 of the Delaware General
Corporation Law is inapplicable to the Offer and the potential merger
thereafter. The Offer is not conditioned upon Parent or the Purchaser
obtaining financing.
4. Any stock transfer taxes applicable to the sale of Shares to the
Purchaser pursuant to the Offer will be paid by the Purchaser, except
as otherwise provided in Instruction 6 of the Letter of Transmittal.
If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing, detaching and returning to us the
instruction form below. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise
specified on the instruction form. Your instructions should be forwarded to us
in ample time to permit us to submit a tender on your behalf by the Expiration
Date.
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction.
Payment for Shares purchased pursuant to the Offer will in all cases be
made only after timely receipt by American Stock Transfer & Trust Company (the
"Depositary") of (i) certificates representing the Shares tendered or timely
confirmation of the book-entry transfer of such Shares into the account
maintained by the Depositary at The Depository Trust Company (the "Book-Entry
Transfer Facility"), pursuant to the procedures set forth in Section 3 of the
Offer to Purchase, (ii) the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees, or
an Agent's Message (as defined in the Offer to Purchase) in connection with a
book-entry delivery, and (iii) any other documents required by the Letter of
Transmittal. Accordingly, payment may not be made to all tendering stockholders
at the same time depending upon when certificates for Shares or confirmations of
book-entry transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility are actually received by the Depositary.
2
INSTRUCTION FORM WITH RESPECT TO
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
BAIRNCO CORPORATION
BY
BZ ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
STEEL PARTNERS II, L.P.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated June 22, 2006, and the related Letter of Transmittal, in
connection with the offer by BZ Acquisition Corp. to purchase all outstanding
shares of common stock, par value $0.01 per share (the "Shares"), of Bairnco
Corporation.
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
Number of Shares to be Tendered: SIGN HERE
_____________________________ Shares*
________________________________________
Signature(s)
Dated ________________________ , 2006
________________________________________
Name(s)
________________________________________
Address(es)
________________________________________
(Zip Code)
________________________________________
Area Code and Telephone Number(s)
_____________
* Unless otherwise indicated, it will be assumed that all Shares held for the
undersigned's account are to be tendered.
