SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN CONSENT STATEMENT SCHEDULE 14A INFORMATION CONSENT STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant / / Filed by a Party other than the Registrant /X/ Check the appropriate box: /X/ Preliminary Consent Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Consent Statement / / Definitive Additional Materials / / Soliciting Material Under Rule 14a-12 BAIRNCO CORPORATION - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) STEEL PARTNERS II, L.P. STEEL PARTNERS, L.L.C. BZ ACQUISITION CORP. WARREN G. LICHTENSTEIN HUGH F. CULVERHOUSE JOHN J. QUICKE ANTHONY BERGAMO HOWARD M. LEITNER - -------------------------------------------------------------------------------- (Name of Persons(s) Filing Consent Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.(1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- / / Fee paid previously with preliminary materials: - -------------------------------------------------------------------------------- / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (6) Amount previously paid: - -------------------------------------------------------------------------------- (7) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- (8) Filing Party: - -------------------------------------------------------------------------------- (9) Date Filed: PRELIMINARY COPY SUBJECT TO COMPLETION DATED DECEMBER 29, 2006 STEEL PARTNERS II, L.P. 590 Madison Avenue, 32nd Floor New York, New York 10022 _____, 2007 To the Stockholders of Bairnco Corporation: On June 22, 2006, BZ Acquisition Corp. ("BZA"), a wholly owned subsidiary of Steel Partners II, L.P. ("Steel Partners II" or "we"), commenced a tender offer to purchase all the issued and outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Bairnco Corporation ("Bairnco" or the "Company"), 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 us to acquire control of, and the entire equity interest in, Bairnco. We currently intend, 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"). We are sending you the attached Consent Statement and the accompanying GOLD consent card because we are soliciting consents from Bairnco stockholders to remove without cause each current member of Bairnco's Board of Directors (the "Bairnco Board") and replace them with our five nominees, and to take certain other actions described in the attached Consent Statement. The Bairnco Board is currently comprised of a single class of five members. Each of our nominees, if elected, would serve in a single class and would hold office until the next annual meeting of stockholders and until such person's successor has been elected or until such person's death, resignation, retirement or removal. We are seeking your support for the removal of each current director of Bairnco and the election of our five nominees, Warren G. Lichtenstein, Hugh F. Culverhouse, John J. Quicke, Anthony Bergamo and Howard M. Leitner, because we believe that the current directors of Bairnco are not acting, and will not act, in your best interests with respect to the Offer. Specifically, despite the fact that the $12.00 per Share cash price proposed to be paid in the Offer represents a premium of 21% to the last reported sales price per Share on June 15, 2006, the day we informed Bairnco of our proposal to acquire all the outstanding Shares, the Bairnco Board rejected the Offer as inadequate. Since that time, despite having hired an investment bank to serve as its financial adviser, the Bairnco Board has not identified any other strategic alternatives. In addition, the Bairnco Board has refused to take the steps necessary to permit Steel Partners II to consummate the Offer and to allow the stockholders to receive the consideration to be paid pursuant to the Offer, including opting out of Section 203 of the Delaware General Corporation Law (the "DGCL") and redeeming the "poison pill" rights plan that Bairnco implemented in response to our Offer. If our five nominees are elected, they will, subject to their fiduciary duties, remove the obstacles to the consummation of the Offer, including redeeming the Company's "poison pill" rights plan and opting out of Section 203 of the DGCL. This would allow the Company'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. Due to Mr. Lichtenstein's and Mr. Quicke's affiliation with BZA and Steel Partners II, they may be deemed to have an interest in any transaction between the Company and BZA or other affiliate of Steel Partners II. Accordingly, if our five nominees are elected, Messrs. Lichtenstein and Quicke would abstain from any vote of the directors to approve such transaction. WE URGE YOU TO CAREFULLY CONSIDER THE INFORMATION CONTAINED IN THE ATTACHED CONSENT STATEMENT AND THEN SUPPORT OUR EFFORTS BY SIGNING, DATING AND RETURNING THE ENCLOSED GOLD CONSENT CARD TODAY. THE ATTACHED CONSENT STATEMENT AND THE ENCLOSED GOLD CONSENT CARD ARE FIRST BEING FURNISHED TO THE STOCKHOLDERS ON OR ABOUT _______, 2007. WE URGE YOU NOT TO SIGN ANY REVOCATION OF CONSENT CARD THAT MAY BE SENT TO YOU BY BAIRNCO. IF YOU HAVE DONE SO, YOU MAY REVOKE THAT REVOCATION OF CONSENT BY DELIVERING A LATER DATED GOLD CONSENT CARD TO STEEL PARTNERS II, IN CARE OF MACKENZIE PARTNERS, INC., WHICH IS ASSISTING US, AT THEIR ADDRESS LISTED ON THE FOLLOWING PAGE, OR TO THE PRINCIPAL EXECUTIVE OFFICES OF BAIRNCO. IF YOU HAVE ANY QUESTIONS OR REQUIRE ANY ASSISTANCE WITH YOUR VOTE, PLEASE CONTACT MACKENZIE PARTNERS, INC. AT THEIR ADDRESS AND TOLL-FREE NUMBER LISTED ON THE FOLLOWING PAGE. Thank you for your support, /s/ Warren G. Lichtenstein --------------------------- Warren G. Lichtenstein Steel Partners II, L.P. -2- - -------------------------------------------------------------------------------- IF YOU HAVE ANY QUESTIONS, REQUIRE ASSISTANCE IN VOTING YOUR GOLD CONSENT CARD, OR NEED ADDITIONAL COPIES OF STEEL PARTNERS II'S CONSENT SOLICITATION MATERIALS, PLEASE CALL MACKENZIE PARTNERS, INC. AT THE PHONE NUMBERS LISTED BELOW. MacKenzie Partners, Inc. 105 Madison Avenue New York, NY 10016 bairnco@mackenziepartners.com (212) 929-5500 (Call Collect) or TOLL-FREE (800) 322-2885 - -------------------------------------------------------------------------------- BAIRNCO CORPORATION - -------------------------------------------------------------------------------- CONSENT SOLICITATION STATEMENT OF STEEL PARTNERS II, L.P. STEEL PARTNERS, L.L.C. BZ ACQUISITION CORP. WARREN G. LICHTENSTEIN HUGH F. CULVERHOUSE JOHN J. QUICKE ANTHONY BERGAMO HOWARD M. LEITNER - -------------------------------------------------------------------------------- This Consent Statement and GOLD consent card are furnished by Steel Partners II, L.P. ("Steel Partners II"), a Delaware limited partnership, in connection with its solicitation of written consents from you, the holders of shares of common stock, par value $.01 per share (the "Shares"), of Bairnco Corporation, a Delaware corporation ("Bairnco" or the "Company"), to take the following actions (the "Proposals") without a stockholders' meeting, as authorized by the Delaware General Corporation Law (the "DGCL"): Proposal 1 - Remove each member of Bairnco's Board of Directors (the "Bairnco Board") and any person (other than those elected by this consent solicitation) elected or appointed to the Bairnco Board by such directors to fill any vacancy on the Bairnco Board or any newly-created directorships; Proposal 2 - Amend Section 2 of Article III of the Amended and Restated Bylaws of Bairnco (the "Bylaws"), as set forth on Schedule I to this Consent Statement, to fix the number of directors serving on the Bairnco Board at five (5); Proposal 3 - Amend Section 2 of Article III of the Bylaws, as set forth on Schedule I to this Consent Statement, to provide that any vacancies on the Bairnco Board resulting from the removal of directors by the stockholders of Bairnco may not be filled by the directors and shall only be filled by the stockholders of Bairnco; and Proposal 4 - Elect the nominees of Steel Partners II - Warren G. Lichtenstein, Hugh F. Culverhouse, John J. Quicke, Anthony Bergamo and Howard M. Leitner - described in this Consent Statement to serve as directors of Bairnco (or, if any such nominee is unable or unwilling to serve as a director of Bairnco, any other person designated as a nominee by the remaining nominee or nominees) (the "Steel Nominees"). ALL OF THE ABOVE PROPOSALS ARE DESIGNED TO EXPEDITE THE PROMPT CONSUMMATION OF THE OFFER TO ACQUIRE ALL THE ISSUED AND OUTSTANDING SHARES BY BZ ACQUISITION CORP. ("BZA"), A WHOLLY OWNED SUBSIDIARY OF STEEL PARTNERS II, WHICH IS DESCRIBED BELOW. THE EFFECTIVENESS OF EACH OF THE ABOVE PROPOSALS IS CONDITIONED UPON THE EFFECTIVENESS OF THE OTHER PROPOSALS. Steel Partners II, Steel Partners, L.L.C. ("Partners LLC"), BZA and the Steel Nominees are members of a group (the "Group") formed in connection with this consent solicitation and are deemed participants in this consent solicitation. See "Other Participant Information." This Consent Statement and the enclosed GOLD consent card are first being sent or given to Bairnco's stockholders on or about _______, 2007. Bairnco has set the record date for determining stockholders entitled to give their written consent to the Proposals described herein as __________, 2007 (the "Record Date"). Stockholders of record as of the close of business on the Record Date will be entitled to one vote for each Share. Based on publicly available information filed by Bairnco with the Securities and Exchange Commission (the "Commission"), as of the Record Date there were _______ Shares issued and outstanding. As of the Record Date, Steel Partners II was the beneficial owner of an aggregate of 1,110,200 Shares, which represents approximately ___% of the Shares outstanding. Steel Partners II intends to vote such Shares in favor of the Proposals described herein. No other participant in this solicitation owns any securities of Bairnco. The mailing address of the principal executive offices of Bairnco is 300 Primera Boulevard, Suite 432, Lake Mary, Florida 32746. THE COMMITTEE URGES YOU TO SIGN, DATE AND RETURN THE GOLD CONSENT CARD IN FAVOR OF THE PROPOSALS DESCRIBED HEREIN. -2- BACKGROUND TO SOLICITATION o Steel Partners II commenced investing in the Shares in July 1996. On February 18, 2003, Steel Partners II filed a Schedule 13D with the Commission indicating it owned 572,600 Shares as of February 13, 2003, representing approximately 7.8% of Bairnco's then outstanding Shares. Steel Partners II subsequently filed amendments to the Schedule 13D on each of September 8, 2004, September 17, 2004, October 28, 2004 and July 6, 2005 reporting increases in Steel Partners II's ownership position to 661,700, 861,700, 940,400 and 1,057,300 Shares, respectively. o From time to time after Bairnco's announcement of its quarterly earnings, representatives of Steel Partners II and the Company discussed generally the operations of the Company and its financial performance. During one telephone call, representatives of Steel Partners II spoke with Luke E. Fichthorn III, the Chairman of the Board and Chief Executive Officer of Bairnco, regarding a potential strategic transaction involving the Company and Steel Partners II (or one of its affiliates). o In December 2005, representatives of Steel Partners II had a telephone conversation with Mr. Fichthorn to discuss Bairnco's 2005 third quarter earnings release. The call included a more in-depth discussion of Bairnco's business and operations, including issues at the Company's recently opened Arlon Coated Materials San Antonio facility, as well as suggestions to maximize stockholder value. During this call, Steel Partners II's representatives requested to visit some of Bairnco's facilities. Steel Partners II continued to evaluate its investment in Bairnco subsequent to this call. o On January 9, 2006, Steel Partners II, which then owned approximately 14.9% of the outstanding Shares, sent a letter to the Bairnco Board requesting the Bairnco Board to (i) adopt a resolution exempting Steel Partners II from the limitations of Section 203 of the DGCL and (ii) recommend a proposal for stockholder approval at the next annual meeting of stockholders to amend the Company's charter to elect not to be governed by Section 203. In its letter, Steel Partners II wrote, "While [Section 203] was intended to limit abusive takeover tactics and encourage full and fair offers, it could also be used as a device by the Board of Directors to insulate itself from accountability to stockholders. We therefore believe that if the Board is now truly willing to be held accountable to the stockholders and is committed to maximizing stockholder value, it will take all necessary steps to opt out of the restrictions of [Section 203]." In his response dated January 31, 2006, Mr. Fichthorn, on behalf of the Bairnco Board, denied Steel Partners II's request, claiming that the Bairnco Board believed that a waiver of Section 203 was "not in the best interest of all the stockholders." o In response to Steel Partners II's request in December 2005, representatives of Steel Partners II and Bairnco arranged for representatives of Steel Partners II to visit certain Company facilities. In April 2006, representatives of Steel Partners II toured Bairnco's Arlon Electronic Materials facility located in Rancho Cucamonga, CA and its Arlon Coated Materials facility located in Santa Ana, CA. Following this visit, Steel Partners II conducted further review of Bairnco's business and financial performance, and ultimately determined to pursue the Offer in order to maximize the value of the Shares. -3- o On June 15, 2006, Steel Partners II sent a letter to Mr. Fichthorn informing him of Steel Partners II's intention to commence the Offer and requesting a meeting with Mr. Fichthorn and the Bairnco Board to negotiate a definitive merger agreement. The letter stated that, after the Bairnco Board had denied Steel Partners II's request to take the necessary steps to opt out of Section 203 of the DGCL, Steel Partners II, having evaluated all of its options, determined that commencing the Offer "would be in the best interest of all shareholders and would provide shareholders with immediate liquidity at a significant premium to market." Steel Partners II also issued a press release on that day announcing its intention to commence the Offer. The letter and press release were preceded by a telephone call from a representative of Steel Partners II to Mr. Fichthorn informing him of Steel Partners II's intention to commence the Offer. o On June 16, 2006, Bairnco issued a press release stating that the Bairnco Board would make a recommendation to the Company's stockholders with respect to the Offer in a timely manner. o On June 22, 2006, Steel Partners II and BZA commenced the Offer. o Also on June 22, 2006, Bairnco issued a press release announcing its adoption of a "poison pill" rights plan and its retention of Lazard Freres & Co. LLC ("Lazard") as its financial adviser and Debevoise & Plimpton LLP as its legal counsel in connection with the Offer. o On June 26, 2006, Steel Partners II issued a press release stating that it was "extremely disappointed to learn that the Bairnco board of directors has chosen to adopt a 'poison pill' in reaction to our tender offer, rather than respond to our request to negotiate a merger agreement." The press release further stated Steel Partners II's belief that Bairnco's adoption of a "poison pill" rights plan was not in the best interests of the Company's stockholders. o On June 28, 2006, Bairnco filed a Current Report on Form 8-K with the Commission announcing that it had entered into change in control agreements with certain senior executives of the Company, including Kenneth L. Bayne, Larry C. Maingot, Larry D. Smith, Daniel T. Holverson, Elmer G. Pruim, Robert M. Carini, Brian E. Turner and Morgan Ebin. The change in control agreements entitle the executives to severance benefits, in excess of $2 million, in cases where their employment with Bairnco is terminated within 24 months of a change in control of the Company. o On July 6, 2006, Steel Partners II's outside legal counsel received a letter from Bairnco setting forth a list of 19,300 stock options and 16,000 shares of restricted stock that the Bairnco Board had granted to various employees of the Company on June 22, 2006. o Also on July 6, 2006, Bairnco filed a solicitation/recommendation statement with the Commission on Schedule 14D-9 announcing that the Bairnco Board had determined that the Offer is inadequate and not in the best interests of the Company's stockholders (other than Steel Partners II and its affiliates) and recommended that the Company's stockholders reject the Offer and not tender their Shares. In the afternoon on that day, Steel Partners II received a letter from Bairnco attaching the Company's press release relating to the Offer. -4- o On July 11, 2006, Bairnco filed a Current Report on Form 8-K with the Commission announcing that the Bairnco Board had amended its Bylaws with respect to provisions relating to stockholders' ability to consent to corporate actions in writing without a meeting. o On July 28, 2006, Bairnco issued a press release announcing its intention to explore possible strategic alternatives, including the possible sale of the Company. o On July 31, 2006, a representative of Lazard sent to a representative of Steel Partners II a proposed form of confidentiality agreement that Bairnco was requiring Steel Partners II to sign in order to receive information concerning the business operations of the Company. Steel Partners II determined that it was not advisable for it to sign the confidentiality agreement at that time, as Bairnco's provision of any material non-public information to Steel Partners II under the terms of the confidentiality agreement could have precluded Steel Partners II from consummating the Offer. o On October 11, 2006, Bairnco issued a press release announcing that the Company had completed its review of strategic alternatives and determined to continue to implement its strategic plan. The press release also announced that Bairnco, through its wholly-owned subsidiary, Kasco Corporation, had purchased certain assets and assumed certain liabilities of Atlanta SharpTech for approximately $14 million (subject to purchase price adjustments), using borrowings under the Company's credit facility, which it had just expanded. The press release further stated that Atlanta SharpTech's revenues were approximately $18.5 million for its fiscal year ended June 2006. o In mid-October 2006, counsel for Steel Partners II and counsel for Bairnco had limited discussions on the terms of the confidentiality agreement but did not reach any understanding related thereto. o Between October 20 and October 26, 2006, Warren G. Lichtenstein, the managing member of the general partner of Steel Partners II, and Mr. Fichthorn engaged in several conversations regarding a possible sale of the Company to Steel Partners II and the proposed purchase price. Mr. Fichthorn expressed the possibility of the Company engaging in a transaction with Steel Partners II at $13.50 per Share in cash and orally disclosed to Mr. Lichtenstein that, for the Company's 2007 fiscal year, the Company's operating income was expected to be approximately $15 million and its EBITDA was expected to be in the range of $23-24 million. Mr. Lichtenstein informed Mr. Fichthorn that, because Steel Partners II had not had the opportunity to perform a due diligence investigation of the Company and was concerned about the Company's ability to meet its projected financial results, Steel Partners II would be willing to pay $12.00 per Share in cash plus $1.50 per Share in the form of a contingent promissory note, payment of which would depend on the Company's future financial performance. Mr. Fichthorn rejected the structuring of the transaction in this manner. -5- o On October 26, 2006, Mr. Lichtenstein indicated that Steel Partners II would be willing to pay $12.50 per Share in cash in a negotiated transaction. Mr. Fichthorn rejected this proposal. During these conversations, Mr. Lichtenstein requested on repeated occasions that Mr. Fichthorn ask the Bairnco Board to redeem the Company's "poison pill" and opt out of Section 203 of the DGCL so that the Company's stockholders could have the unfettered ability to decide whether they wanted to accept Steel Partners II's Offer. Mr. Fichthorn refused this request. o On October 31, 2006, in an effort to reach agreement on an appropriate valuation for Bairnco, Steel Partners II and the Company entered into a confidentiality agreement. The confidentiality agreement provided for the ability of Steel Partners II to conduct a due diligence review of the Company over a 30-day period, which was subsequently extended to December 15, 2006. The terms of the confidentiality agreement also enabled Steel Partners II, in the event the parties were unable to reach agreement, to publicly disclose any material non-public information provided to it by the Company that was necessary to allow Steel Partners II to consummate the Offer. o On November 13, 2006, Steel Partners II received from Bairnco certain information requested by Steel Partners II. Thereafter, during the due diligence review period, Steel Partners II conducted a review of Bairnco's business and historical and projected financial results, including discussions with representatives of Bairnco and its financial advisors. Steel Partners II also retained an independent environmental consultant to review environmental studies of Bairnco's facilities that had been previously prepared for the Company, although Steel Partners II's environmental consultant was denied access to the Company's facilities. o On November 21, 2006, a representative of Steel Partners II spoke with representatives of Lazard regarding the process that Lazard had undertaken to determine potential purchasers' interests in acquiring Bairnco. During this discussion, Lazard's representatives indicated that this process did not produce any offers for the acquisition of the entire Company. o On December 6 and December 7, 2006, representatives of Steel Partners II visited Bairnco's executive offices in Lake Mary, Florida for the primary purpose of determining the achievability of the guidance Bairnco had issued for 2007. During this visit, Steel Partners II's representatives met with Mr. Fichthorn, Kenneth L. Bayne, the Company's Chief Financial Officer, and Lawrence C. Maingot, the Company's Corporate Controller, to discuss, among other things, the assumptions underlying the Company's 2007 financial projections and various concerns expressed by Steel Partners II relating to some of the Company's facilities, including Arlon Coated Materials San Antonio facility and the Kasco plant in St. Louis. During these meetings, Steel Partners II's representatives requested that they be allowed to visit the San Antonio and St. Louis facilities, but Bairnco's representatives denied this request. o On December 20, 2006, representatives of Steel Partners II spoke with Mr. Fichthorn and indicated that, as a result of Steel Partners II's due diligence findings and its continued concerns about Bairnco's ability to meet its projected financial results, Steel Partners II -6- would be willing to increase the Offer price to a maximum of $12.50 per Share in cash. The increase in the Offer price to $12.50 per Share depended upon Bairnco's willingness to enter into a mutually acceptable merger agreement with Steel Partners II, and was not indicative of the price Steel Partners II was prepared to pay in a non-negotiated transaction, due to the additional costs involved in pursuing a non-negotiated transaction. Among the concerns expressed by Steel Partners II's representatives were: (1) the significant increase in sales and production needed to turn around the Company's Chinese facility from its current operating loss to its projected profitability; (2) continuing production and other problems at the Company's Arlon Coated Materials San Antonio facility; (3) the Company's ill-advised acquisition of the Atlanta SharpTech business and the challenges faced by the Company in integrating this business with the Company's underperforming Kasco division; (4) the additional change in control contracts given to certain senior executives of the Company following the commencement of the Offer; (5) the substantial expenses incurred by the Company in contesting the Offer without advancing any viable strategic alternatives; and (6) the Company's overall poor track record in meeting its stated goals in the past. Mr. Fichthorn said that he would present Steel Partners II's proposal to the Bairnco Board but that he did not expect the Bairnco Board to accept Steel Partners II's increased offer. o On December 21, 2006, representatives of Steel Partners II had a telephone conversation with a representative of Lazard regarding Steel Partners II's proposed increase in the Offer price to $12.50 per Share in cash in a negotiated transaction. During this conversation, the Lazard representative confirmed that no other offers had been made to purchase the entire Company. o On December 27, 2006, Mr. Fichthorn telephoned a representative of Steel Partners II and informed him that the Bairnco Board had rejected Steel Partners II's proposal to pursue a negotiated transaction with Bairnco at an increased Offer price of $12.50 per Share in cash. o On December 29, 2006, as a result of the inability to reach agreement with Bairnco and the Bairnco Board's refusal to redeem the Company's "poison pill" rights plan and opt out of Section 203 of the DGCL, Steel Partners II announced that it was filing a preliminary consent solicitation statement with the Commission for the purpose of, among other things, removing and replacing the Bairnco Board and that it had extended the expiration date of the Offer to 5:00 p.m., New York City time, on January 29, 2007. Because the proposed increase in the Offer price to $12.50 per Share in cash depended upon Bairnco's willingness to enter into a mutually acceptable merger agreement with Steel Partners II, and the Bairnco Board rejected Steel Partners II's proposal, the Offer price has remained at $12.00 per Share in cash due to the additional costs that Steel Partners II must incur to pursue a non-negotiated transaction. * * * * For a complete description of the terms of the Offer, including, without limitation, the conditions of the Offer, you are referred to the Offer to Purchase. Complete information about the Offer is contained in the Offer to Purchase, which is available in our tender offer statement on Schedule TO, which -7- was initially filed with the Commission on June 22, 2006, and is available, along with any amendments thereto, including exhibits, on the Commission's website at http://www.sec.gov. THIS CONSENT STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES NOR AN OFFER WITH RESPECT THERETO. WE ARE MAKING THE OFFER ONLY BY MEANS OF THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL. FOR THE REASONS LISTED IN THIS CONSENT STATEMENT, WE BELIEVE THAT OUR FULLY FUNDED, $12.00, ALL-CASH OFFER, FOLLOWED BY THE PROPOSED MERGER, IS THE BEST ALTERNATIVE AVAILABLE TO MAXIMIZE VALUE TO THE COMPANY'S STOCKHOLDERS. IF YOU AGREE, WE URGE YOU TO PROMPTLY SIGN, DATE AND RETURN THE ENCLOSED GOLD CONSENT CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. AS WE EXPLAIN LATER IN THIS CONSENT STATEMENT, BY TAKING THESE STEPS, YOU CAN ELECT DIRECTORS THAT WILL GIVE YOU THE OPPORTUNITY TO RECEIVE $12.00 PER SHARE PURSUANT TO THE OFFER. YOU MUST SEPARATELY TENDER YOUR SHARES PURSUANT TO THE OFFER IF YOU WISH TO PARTICIPATE IN THE OFFER. EXECUTING A CONSENT DOES NOT OBLIGATE YOU TO TENDER YOUR SHARES PURSUANT TO THE OFFER, AND YOUR FAILURE TO EXECUTE A CONSENT DOES NOT PREVENT YOU FROM TENDERING YOUR SHARES PURSUANT TO THE OFFER. YOUR TENDER OF SHARES PURSUANT TO THE OFFER DOES NOT CONSTITUTE THE GRANTING OF A CONSENT IN CONNECTION WITH THIS SOLICITATION. IF YOU HAVE TENDERED YOUR SHARES PURSUANT TO THE OFFER, YOU STILL MUST SEPARATELY EXECUTE A CONSENT IN ORDER TO CONSENT TO OUR PROPOSALS. -8- IMPORTANT YOUR VOTE IS IMPORTANT, NO MATTER HOW FEW SHARES YOU OWN. STEEL PARTNERS II URGES YOU TO SIGN, DATE, AND RETURN THE ENCLOSED GOLD CONSENT CARD TODAY TO VOTE FOR THE PROPOSALS DESCRIBED HEREIN. o If your Shares are registered in your own name, please sign and date the enclosed GOLD consent card and return it to Steel Partners II, c/o MacKenzie Partners, Inc., in the enclosed envelope today. o If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution on the Record Date, only it can vote such Shares and only upon receipt of your specific instructions. Accordingly, please contact the person responsible for your account and instruct that person to execute on your behalf the GOLD consent card. Steel Partners II urges you to confirm your instructions in writing to the person responsible for your account and to provide a copy of such instructions to Steel Partners II, c/o MacKenzie Partners, Inc., who is assisting in this solicitation, at the address and telephone numbers set forth below, and on the back cover of this Consent Statement, so that we may be aware of all instructions and can attempt to ensure that such instructions are followed. If you have any questions regarding your GOLD consent card, or need assistance in voting your Shares, please call: MacKenzie Partners, Inc. 105 Madison Avenue New York, New York 10016 (212) 929-5500 (Call Collect) bairnco@mackenziepartners.com or CALL TOLL FREE (800) 322-2885 -9- QUESTIONS AND ANSWERS ABOUT THIS CONSENT SOLICITATION The following are some of the questions you, as a stockholder, may have and answers to those questions. The following is not meant to be a substitute for the information contained in the remainder of this document, and the information contained below is qualified by the more detailed descriptions and explanations contained elsewhere in this document. We urge you to carefully read this entire document prior to making any decision on whether to grant any consent hereunder. WHO IS MAKING THE SOLICITATION? Steel Partners II is making this solicitation. Steel Partners II is a private investment partnership. WHAT ARE THE PROPOSALS FOR WHICH CONSENTS ARE BEING SOLICITED? We are asking you to consent to four proposals. The first proposal seeks to remove the current members of the Bairnco Board. The second proposal seeks to amend the Bylaws to fix the number of directors serving on the Bairnco Board at five (5). The third proposal seeks to amend the Bylaws to provide that any vacancies on the Bairnco Board resulting from the removal of directors by the stockholders may not be filled by the directors and shall only be filled by the stockholders. The fourth proposal seeks to fill the newly created vacancies on the Bairnco Board with the Steel Nominees. WHY ARE WE SOLICITING YOUR CONSENT? We are soliciting your consent because we believe the current members of the Bairnco Board are not acting, and will not act, in your best interests with respect to the Offer. Despite the fact that the $12.00 per Share cash price proposed to be paid in the Offer represents a premium of 21% to the last reported sales price per Share on June 15, 2006, the day we informed Bairnco of our proposal to acquire all the outstanding Shares, the Bairnco Board rejected the Offer as inadequate without making any effort to seriously discuss the Offer with us. Since that time, despite having hired an investment bank to serve as its financial adviser, the Bairnco Board has not identified any other strategic alternatives. In addition, the Bairnco Board has refused to take the steps necessary to allow Steel Partners II to consummate the Offer and to allow the stockholders to receive the consideration to be paid pursuant to the Offer, such as opting out of Section 203 of the DGCL, and has even created roadblocks to Steel Partners II's ability to consummate the Offer, such as implementing a "poison pill" rights plan. If the consent solicitation is successful and the Steel Nominees are elected, they will, subject to their fiduciary duties as directors, remove the obstacles to the consummation of the Offer by redeeming the Company's "poison pill" rights plan and opting out of Section 203 of the DGCL. This would allow the Company'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. Due to Mr. Lichtenstein's and Mr. Quicke's affiliation with BZA and Steel Partners II, they may be deemed to have an interest in any transaction between the Company and BZA or other affiliate of Steel Partners II. Accordingly, if the Steel Nominees are elected, Messrs. Lichtenstein and Quicke would abstain from any vote of the directors to approve such transaction. -10- WHAT MUST HAPPEN TO COMPLETE OUR TENDER OFFER? Certain conditions must be met for us to complete the Offer, including, without limitation, the following: o Bairnco's stockholders must validly tender and not withdraw before the expiration of the Offer a number of Shares that, together with the Shares then owned by Steel Partners II and its subsidiaries (including BZA), would represent at least a majority of the total number of outstanding Shares on a fully diluted basis. o The Bairnco Board must redeem the preferred stock purchase rights under the "poison pill" rights plan or Steel Partners II must be satisfied, in its sole discretion, that such rights have been invalidated or are otherwise inapplicable to the Offer and the Proposed Merger. o Steel Partners II must be satisfied, in its sole discretion, that Section 203 of the DGCL will be inapplicable to the Offer and the Proposed Merger. o All waiting periods imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations thereunder (the "HSR Act") must have expired or been terminated. The waiting period under the HSR Act expired on August 7, 2006. Therefore, this condition has been satisfied. The Offer is subject to certain other conditions as well. A more detailed discussion of the conditions to consummation of the Offer may be found in the Offer to Purchase. HOW DOES YOUR VOTE AFFECT OUR TENDER OFFER? Even if the Bairnco stockholders consent to the Proposals, BZA will not be obligated to purchase Shares tendered in the Offer unless certain conditions to the Offer are either satisfied or waived. However, the passage of the Proposals is an important step in permitting Steel Partners II to consummate the Offer and allowing the stockholders to receive the consideration to be paid pursuant to the Offer. IF YOU CONSENT TO OUR PROPOSALS, ARE YOU AGREEING TO TENDER YOUR SHARES IN THE OFFER? No. Delivery of your written consent to the Proposals does not obligate you to tender your Shares in the Offer. Although the election of the Steel Nominees is an important step toward prompt consummation of the Offer and the Proposed Merger, we are not asking the Bairnco stockholders to tender their Shares by means of this consent solicitation or to consent to or vote on the Proposed Merger at this time. We are making the Offer only by means of the Offer to Purchase and the related letter of transmittal. -11- WHO ARE STEEL PARTNERS II'S DIRECTOR NOMINEES? Steel Partners II proposes that Warren G. Lichtenstein, Hugh F. Culverhouse, John J. Quicke, Anthony Bergamo and Howard M. Leitner be elected as directors to the Bairnco Board. We may modify the number and/or identity of the Steel Nominees if we deem such modification advisable in light of Bairnco's actions, subject to applicable law. The principal occupation and business experience of these highly qualified individuals is set forth in this Consent Statement under the section entitled "The Nominees," which we urge you to read. WHO IS ELIGIBLE TO GRANT WRITTEN CONSENTS IN FAVOR OF THE PROPOSALS? Holders of record of the Shares as of the close of business on the Record Date are entitled to provide their written consent in favor of the Proposals. WHEN IS THE DEADLINE FOR SUBMITTING CONSENTS? In order for the Proposals to be adopted, Bairnco must receive written consents signed by a sufficient number of stockholders to adopt the Proposals within 60 days of the date of the earliest dated consent delivered to Bairnco. On ______, 2007, Steel Partners II delivered a signed written consent to Bairnco. Consequently, you have until _____, 2007 to consent to the Proposals. We urge you to act promptly to ensure that your consent will count. HOW MANY CONSENTS MUST BE RECEIVED IN ORDER TO ADOPT THE PROPOSALS? Consents representing a majority of the Shares issued and outstanding as of the close of business on the Record Date are required in order to adopt the Proposals. WHAT SHOULD YOU DO TO SUPPORT OUR PROPOSALS? If your Shares are registered in your own name, please sign, date and return the enclosed GOLD consent card to Steel Partners II, in care of MacKenzie Partners, Inc., in the postage-paid envelope. If your Shares are held in the name of a broker, dealer, commercial bank, trust company or other nominee, only it can execute a GOLD consent card with respect to your Shares and only upon receipt of your specific instructions. Accordingly, it is critical that you promptly contact the person responsible for your account and give instructions to promptly mark, sign, date and return the enclosed GOLD consent card in favor of the Proposals. We urge you to confirm in writing your instructions to the person responsible for your account and provide a copy of those instructions to Steel Partners II, in care of MacKenzie Partners, Inc., so that we will be aware of all instructions given and can attempt to ensure that those instructions are followed. -12- WHOM SHOULD YOU CALL IF YOU HAVE QUESTIONS ABOUT THE SOLICITATION? Please call our consent solicitor MacKenzie Partners, Inc. at (212) 929-5500 (Collect) or (800) 322-2885 (Toll Free). -13- PROPOSAL NO. 1 REMOVAL OF EXISTING DIRECTORS SERVING ON BAIRNCO BOARD According to the Bylaws, any director may be removed from office, with or without cause, by the affirmative vote of a majority of the voting power of all shares of the Company entitled to vote generally in the election of directors, voting as a single class. We are seeking to remove without cause each member of the Bairnco Board and any person (other than those elected by this consent solicitation) elected or appointed to the Bairnco Board by such directors to fill any vacancy on the Bairnco Board or any newly-created directorships. The Bairnco Board is currently composed of five (5) directors as set forth below, each of whom will be removed if Proposal No. 1 is approved: Name Current Position - ---- ---------------- Luke E. Fichthorn III Chairman of the Board and Chief Executive Officer Gerald L. DeGood Director Charles T. Foley Director James A. Wolf Director William F. Yelverton Director REASONS FOR REMOVING EXISTING DIRECTORS We recommend that the Bairnco stockholders consent to the removal of all the directors serving on the Bairnco Board. The most important reason for you to consent to the removal of directors is to allow the Bairnco stockholders to decide for themselves whether to accept the Offer and receive the consideration to be paid pursuant to the Offer. We believe that the terms of the Offer are fair and generous to the Bairnco stockholders. Nevertheless, the Bairnco Board rejected the Offer as inadequate without making any effort to seriously discuss the Offer with us. Since that time, despite having hired an investment bank to serve as its financial adviser, the Bairnco Board has not identified any other strategic alternatives. In addition, the Bairnco Board has refused to take the steps necessary, including opting out of Section 203 of the DGCL, in order to permit the Bairnco stockholders to accept the Offer and receive the consideration to be paid pursuant to the Offer. In fact, following the commencement of the Offer, the Bairnco Board made it even more difficult to consummate the Offer and the Proposed Merger by adopting a "poison pill" rights plan. In addition to adopting the "poison pill" rights plan, the current directors have also implemented other classic anti-takeover provisions which serve to entrench management and are not in the best interests of the stockholders. After we commenced the Offer, Bairnco announced that it had entered into Change in Control agreements with various senior executives which would obligate the Company to make payments in excess of $2 million to these executives in cases where their employment with Bairnco is terminated within 24 months of a change in control of the Company. The Bairnco Board also amended the Bylaws to, among other things, require any stockholder seeking to have the -14- stockholders take corporate action by written consent to first request the Bairnco Board to fix a record date for determining stockholders entitled to consent to such action. This Bylaw amendment effectively allows the Bairnco Board to delay any consent solicitation by stockholders, such as this one. By voting in favor of the removal of the existing directors, the Bairnco stockholders can demonstrate their support for the Offer and their dissatisfaction with the actions taken by the Bairnco Board in response to the Offer. The GOLD consent card delivered with this Consent Statement provides each stockholder with the opportunity to adopt Proposal No. 1 in part by designating the names of any member of the Bairnco Board whom such stockholder does not want removed from the Bairnco Board. STEEL PARTNERS II URGES YOU TO VOTE FOR ITS PROPOSAL TO REMOVE EACH MEMBER OF THE BAIRNCO BOARD AND ANY PERSON (OTHER THAN THOSE ELECTED BY THIS CONSENT SOLICITATION) ELECTED OR APPOINTED TO THE BAIRNCO BOARD BY SUCH DIRECTORS TO FILL ANY VACANCY ON THE BAIRNCO BOARD OR ANY NEWLY-CREATED DIRECTORSHIPS ON THE ENCLOSED GOLD CONSENT CARD. -15- PROPOSAL NO. 2 AMENDMENT OF THE BYLAWS TO FIX THE NUMBER OF DIRECTORS SERVING ON THE BAIRNCO BOARD AT FIVE (5) Section 2 of Article III of the Bylaws provides that the authorized number of directors may be determined from time to time by a vote of a majority of the then authorized number of directors; provided, however, that such number shall not be less than a minimum of three nor more than a maximum of fifteen; and provided, further, that such number and such minimum and maximum may be increased or decreased pursuant to resolution of the Bairnco Board. Assuming the members of the Bairnco Board are removed in accordance with Proposal No. 1, Steel Partners II would like to ensure that if its five director nominees are elected, they will constitute the entire board. Accordingly, you are being asked to amend the Bylaws in order to fix the number of directors serving on the Bairnco Board at five (5), as set forth in Schedule I to this Consent Statement. STEEL PARTNERS II URGES YOU TO VOTE FOR ITS PROPOSAL TO AMEND THE BYLAWS TO FIX THE NUMBER OF DIRECTORS SERVING ON THE BAIRNCO BOARD AT FIVE (5) ON THE ENCLOSED GOLD CONSENT CARD. -16- PROPOSAL NO. 3 AMENDMENT OF THE BYLAWS TO ONLY ALLOW STOCKHOLDERS TO FILL VACANCIES ON THE BAIRNCO BOARD RESULTING FROM THE REMOVAL OF DIRECTORS BY THE STOCKHOLDERS Section 2 of Article III of the Bylaws provides that vacancies and newly created directorships resulting from any increase in the authorized number of directors, and any vacancies on the Bairnco Board resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the board, or by a sole remaining director. The Bylaws do not allow stockholders to fill any vacancies on the Bairnco Board. Assuming that all or certain members of the Bairnco Board are removed in accordance with Proposal No. 1, we would like to divest the current directors of their ability to fill vacancies created by their removal and ensure that the Steel Nominees are elected to fill such vacancies. Accordingly, you are being asked to amend the Bylaws in order to only allow the stockholders to fill any vacancies on the Bairnco Board resulting from the removal of directors by the stockholders, as set forth in Schedule I to this Consent Statement. STEEL PARTNERS II URGES YOU TO VOTE FOR ITS PROPOSAL TO AMEND THE BYLAWS TO ONLY ALLOW THE STOCKHOLDERS TO FILL ANY VACANCIES ON THE BAIRNCO BOARD RESULTING FROM THE REMOVAL OF DIRECTORS BY THE STOCKHOLDERS ON THE ENCLOSED GOLD CONSENT CARD. -17- PROPOSAL NO. 4 ELECTION OF THE STEEL NOMINEES The Bairnco Board is currently composed of five (5) directors. Each of the Steel Nominees, if elected, would serve as a single class and would hold office until the next annual meeting of stockholders and until such person's successor has been elected or until such person's death, resignation, retirement or removal. If the Steel Nominees are elected, they will, subject to their fiduciary duties as directors, remove the obstacles to the consummation of the Offer by redeeming the Company's "poison pill" rights plan and opting out of Section 203 of the DGCL. This would allow the Company'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. Due to Mr. Lichtenstein's and Mr. Quicke's affiliation with BZA and Steel Partners II, they may be deemed to have an interest in any transaction between the Company and BZA or other affiliate of Steel Partners II. Accordingly, if the Steel Nominees are elected, Messrs. Lichtenstein and Quicke would abstain from any vote of the directors to approve such transaction. THE NOMINEES The following information sets forth the name, age, business address, present principal occupation, and employment and material occupations, positions, offices, or employments for the past five years of each of the Steel Nominees. Each of the Steel Nominees is a citizen of the United States of America. WARREN G. LICHTENSTEIN (AGE 41) has been the Chairman of the Board, Secretary and the Managing Member of Partners, L.L.C., 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 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 through 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. -18- Lichtenstein has the power to vote and dispose of the Shares owned by Steel Partners II. Accordingly, Mr. Lichtenstein may be deemed to be the beneficial owner of the Shares 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 Schedule II. 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 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 -19- 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. There can be no assurance that the election of the Steel Nominees will lead to the consummation of the Offer or the Proposed Merger or any other acquisition proposal. Your vote to elect the Steel Nominees will have the legal effect of replacing the directors serving on the Bairnco Board with the Steel Nominees. The Steel Nominees will not receive any compensation from Steel Partners II for their services as directors of Bairnco. Pursuant to letter agreements dated December 29, 2006, Steel Partners II agreed to indemnify each of the Steel Nominees against claims arising from the solicitation of consents or proxies from Bairnco's stockholders in connection with this consent solicitation and any related transactions. Other than as stated herein, there are no arrangements or understandings between Steel Partners II and any of the Steel Nominees or any other person or persons pursuant to which the nomination described herein is to be made, other than the consent by each of the Steel Nominees to be named in this Consent Statement and to serve as a director of Bairnco if elected. Except as otherwise set forth herein, none of the Steel Nominees is a party adverse to Bairnco or any of its subsidiaries or has a material interest adverse to Bairnco or any of its subsidiaries in any material pending legal proceedings. We may modify the number and/or identity of the Steel Nominees if we deem such modification advisable in light of Bairnco's actions, subject to applicable law. The GOLD consent card delivered with this Consent Statement provides each stockholder with the opportunity to adopt Proposal No. 4 in part by designating the names of any of the Steel Nominees whom such stockholder does not want elected to the Bairnco Board. STEEL PARTNERS II URGES YOU TO VOTE FOR THE ELECTION OF THE STEEL NOMINEES ON THE ENCLOSED GOLD CONSENT CARD. -20- CONSENT PROCEDURES Section 228 of the DGCL provides that, unless the certificate of incorporation of a Delaware corporation otherwise provides, any action required to be taken at any annual or special meeting of stockholders of that corporation, or any action that may be taken at any annual or special meeting of those stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote thereon were present and voted, and those consents are delivered to the corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. The certificate of incorporation of Bairnco does not prohibit stockholder action by written consent. Section 7 of Article VII of the Bylaws provides that any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary of Bairnco, request that the Bairnco Board fix a record date. The Bairnco Board shall promptly, but in all events within 10 days after the date on which such written notice is received, adopt a resolution fixing the record date (unless a record date has previously been fixed by the Bairnco Board). If no record date has been fixed by the Bairnco Board within 10 days after the date on which such written notice is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Bairnco Board is required by applicable law, shall be the first date after the expiration of such 10 day time period on which a signed written consent setting forth the action taken or proposed to be taken is delivered to Bairnco by delivery to its registered office in Delaware, its principal place of business, or to any officer or agent of Bairnco having custody of the book in which proceedings of meetings of stockholders are recorded. On _____, 2007, Steel Partners II provided written notice to the Secretary of Bairnco requesting that the Bairnco Board fix a record date for this consent solicitation. The Bairnco Board has established ______, 2007 as the record date for this consent solicitation. To be effective, the requisite written consents must be delivered to Bairnco within 60 days of the earliest dated written consent delivered to Bairnco. On _____, 2007, Steel Partners II delivered a written consent to Bairnco. Thus, written consents must be delivered to Bairnco by ________, 2007 to be effective. The Bylaws provide further that in the event of the delivery to Bairnco of written consents to take corporate action and/or any related revocation or revocations, Bairnco shall engage independent inspectors of elections for the purpose of performing promptly a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by written consent and without a meeting shall be effective until such inspectors have completed their review, determined that the requisite number of valid and unrevoked consents delivered to Bairnco in accordance with its Bylaws and applicable law have been obtained to authorize or take the action specified in the consents, and certified such determination for entry in the records of Bairnco kept for the purpose of recording the proceedings of meetings of stockholders. -21- If the Proposals become effective as a result of this consent solicitation, prompt notice will be given under Section 228(e) of the DGCL to stockholders who have not executed written consents. All stockholders will be notified as promptly as possible by press release of the results of the solicitation. According to publicly available information, the Shares constitute Bairnco's only class of voting securities and each Share entitles its record holder to one vote. Stockholders of Bairnco do not have cumulative voting rights in the election of directors and cumulative voting is not applicable in this consent solicitation. Only holders of Shares as of the close of business on the Record Date are entitled to execute written consents in favor of the Proposals. If you are a stockholder of record at the close of business on the Record Date, you will retain your right to consent even if you sell your Shares after the Record Date. Also, the tender of Shares pursuant to the Offer does not constitute the grant to BZA of a consent or any rights to consent with respect to the tendered Shares until such time as such Shares are accepted for payment by BZA. Accordingly, it is important that you provide consent for the Shares held by you as of the close of business on the Record Date on the GOLD consent card, even if you have tendered your Shares pursuant to the Offer prior to the Record Date, or if you sell or tender your Shares after the Record Date. REVOCATION OF CONSENTS An executed consent card may be revoked at any time by marking, dating, signing and delivering a written revocation before the time that the action authorized by the executed consent becomes effective. A revocation may be in any written form validly signed by the record holder as long as it clearly states that the consent previously given is no longer effective. The delivery of a subsequently dated consent card that is properly completed will constitute a revocation of any earlier consent. The revocation may be delivered either to Steel Partners II, in care of MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016, or to the principal executive offices of Bairnco. Although a revocation is effective if delivered to Bairnco, we request that either the original or photostatic copies of all revocations of consents be mailed or delivered to Steel Partners II, in care of MacKenzie Partners, Inc., at its address set forth above, so that we will be aware of all revocations and can more accurately determine if and when sufficient unrevoked consents in favor of the Proposals have been received. SPECIAL INSTRUCTIONS If you are a record holder of Shares as of the close of business on the Record Date for this consent solicitation, you may elect to consent to, withhold consent to or abstain with respect to each Proposal by marking the "CONSENTS," "WITHHOLD CONSENT" or "ABSTAIN" box, as applicable, underneath each Proposal on the accompanying GOLD consent card and signing, dating and returning it promptly in the enclosed postage-paid envelope. The effectiveness of each Proposal will require the properly completed and duly delivered, unrevoked written consent to that Proposal by the holders of record, as of the close of business on the Record Date, of a majority of the Shares then outstanding. The accompanying GOLD consent card will be acted upon in accordance with the stockholder's instructions on such GOLD consent card. You may consent to the removal of all directors of Bairnco by marking the "CONSENTS" box or you -22- may consent to the removal of only certain of such directors by marking the "CONSENTS" box and writing the name of any director you do not want removed in the space provided on the GOLD consent card. You also may consent to the appointment of the entire slate of the Steel Nominees by marking the "CONSENTS" box or you may withhold consent to the appointment of any one or more of the Steel Nominees by marking the "CONSENTS" box and writing the name of any Steel Nominee you do not want to be appointed in the space provided on the GOLD consent card. IF A STOCKHOLDER EXECUTES AND DELIVERS A GOLD CONSENT CARD, BUT FAILS TO CHECK A BOX MARKED "CONSENTS," "WITHHOLD CONSENT" OR "ABSTAIN" FOR A PROPOSAL, THAT STOCKHOLDER WILL BE DEEMED TO HAVE CONSENTED TO THAT PROPOSAL. YOUR CONSENT IS IMPORTANT. PLEASE SIGN, DATE AND RETURN THE ENCLOSED GOLD CONSENT CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED TODAY. FAILURE TO RETURN YOUR CONSENT WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE PROPOSALS. If your Shares are held in the name of a broker, dealer, commercial bank, trust company or other nominee, only it can execute a consent with respect to your Shares and only upon receipt of your specific instructions. Accordingly, it is critical that you promptly contact the person responsible for your account and give instructions for a GOLD consent card in favor of each of the Proposals. We urge you to confirm in writing your instructions to the person responsible for your account and provide a copy of those instructions to Steel Partners II, in care of MacKenzie Partners, Inc., so that we will be aware of all instructions given and can attempt to ensure that those instructions are followed. SOLICITATION OF CONSENTS The solicitation of consents pursuant to this consent solicitation is being made by Steel Partners II. Consents may be solicited by mail, facsimile, telephone, telegraph, Internet, in person and by advertisements. Steel Partners II has retained MacKenzie Partners, Inc. ("MacKenzie") for advisory services in connection with this solicitation, for which MacKenzie will receive a fee not to exceed $______, together with reimbursement of its reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. In addition, under certain circumstances, MacKenzie may receive additional amounts. Steel Partners II will solicit consents from individuals, brokers, banks, bank nominees and other institutional holders. Steel Partners II has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the Shares they hold of record. Steel Partners II will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. It is anticipated that MacKenzie will employ approximately ___ persons in connection with its services to Steel Partners II. The entire expense of soliciting consents is being borne by Steel Partners II. If the Proposals are approved, Steel Partners II intends to seek reimbursement of the costs of this solicitation from Bairnco. Unless otherwise -23- required by law, Steel Partners II does not currently intend to submit the question of reimbursement of the costs of this solicitation to a vote of stockholders. The costs of this consent solicitation are currently estimated to be approximately $_______. Steel Partners II estimates that through the date hereof, its expenses in connection with this solicitation are approximately $ _______. OTHER PARTICIPANT INFORMATION Each member of the Group is a participant in this solicitation. Warren G. Lichtenstein is Chairman of the Board, Secretary and the Managing Member of Partners LLC, a Delaware limited liability company. Partners LLC is the general partner of Steel Partners II. BZA is a wholly owned subsidiary of Steel Partners II. Mr. Lichtenstein is the sole executive officer and director of BZA. The principal business of Mr. Lichtenstein, Partners LLC and Steel Partners II is investing in the securities of small-cap companies. BZA was formed for the sole purpose of serving as an acquisition vehicle for Steel Partners II, with no current operations other than those incident to the Offer and this solicitation. The principal business address of Mr. Lichtenstein, Partners LLC, Steel Partners II and BZA is 590 Madison Avenue, 32nd Floor, New York, New York 10022. As of the date hereof, Steel Partners II is the beneficial owner of 1,110,200 Shares. Partners LLC does not beneficially own any Shares on the date hereof, except by virtue of its role in Steel Partners II. BZA does not beneficially own any Shares on the date hereof. Mr. Lichtenstein may be deemed to beneficially own the 1,110,200 Shares owned by Steel Partners II by virtue of his positions with Partners LLC. For information regarding purchases and sales of securities of Bairnco during the past two years by Steel Partners II, see Schedule II. To the extent the Proposals have an effect on the consummation of the Offer and the Proposed Merger, the members of the Group may be deemed to have an interest in such matters as a result of (i) Steel Partners II's ownership of 1,110,200 Shares, (ii) BZA being the offeror in the Offer and (iii) Steel Partners II and BZA being proposed parties to the Proposed Merger. On December 29, 2006, the members of 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 proxies to elect the Steel 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. Except as set forth in this Consent Statement (including the Schedules hereto), (i) during the past 10 years, no participant in this solicitation has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no participant in this solicitation directly or indirectly beneficially owns any securities of Bairnco; (iii) no participant in this solicitation owns any securities of Bairnco which are owned of record but not beneficially; (iv) no participant in this solicitation 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 participant in this solicitation is represented by funds borrowed or otherwise obtained for the -24- purpose of acquiring or holding such securities; (vi) no participant in this solicitation 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 participant in this solicitation owns beneficially, directly or indirectly, any securities of Bairnco; (viii) no participant in this solicitation owns beneficially, directly or indirectly, any securities of any parent or subsidiary of Bairnco; (ix) no participant in this solicitation or any of his/its 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, in which the amount involved exceeds $60,000; (x) no participant in this solicitation or any of his/its 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; and (xi) no person, including the participants in this solicitation, who is a party to an arrangement or understanding pursuant to which the Steel Nominees are proposed to be elected has a substantial interest, direct or indirect, by security holdings or otherwise in any matter known to Steel Partners II. OTHER MATTERS AND ADDITIONAL INFORMATION APPRAISAL RIGHTS No appraisal rights are available in connection with this consent solicitation, the Proposals or the Offer. However, if the Proposed Merger is subsequently consummated, stockholders who have not tendered their Shares in the Offer will have certain rights under the DGCL to dissent from the Proposed Merger and demand appraisal of, and to receive payment in cash of the fair value of, their Shares. The preservation and exercise of dissenters' rights in connection with the Proposed Merger will require strict adherence to the applicable provisions of the DGCL. EXECUTING A GOLD CONSENT CARD IN FAVOR OF THE PROPOSALS WILL NOT PREVENT A HOLDER OF SHARES AFTER CONSUMMATION OF THE OFFER FROM SUBSEQUENTLY DEMANDING APPRAISAL OF THOSE SHARES IN CONNECTION WITH THE CONSUMMATION OF ANY MERGER. STOCKHOLDER PROPOSALS According to Bairnco's public filings, any proposal that a stockholder desires to have included in its proxy statement and form of proxy relating to the 2007 Annual Meeting of Stockholders must have been received by Bairnco at its executive offices no later than November 15, 2006. Bairnco will not be required to include in its proxy statement or form of proxy a stockholder proposal that is received after that date or which otherwise fails to meet the requirements for stockholder proposals established by Commission regulations. In addition, if a stockholder intends to present a proposal at the 2007 Annual Meeting of Stockholders without the inclusion of that proposal in Bairnco's proxy materials and written notice of the proposal is not received by Bairnco on or before January 26, 2007, or if Bairnco meets other requirements of Commission rules, proxies solicited by the Bairnco Board for the 2007 Annual Meeting of -25- Stockholders will confer discretionary authority to vote on the proposal at the meeting. The procedures and deadlines for submitting stockholder proposals contained in this paragraph are based on Bairnco's public filings and should not be construed as an admission by Steel Partners II that such procedures and deadlines are valid, and Steel Partners II reserves the right to challenge their validity. OWNERSHIP OF MORE THAN 5% SECURITY HOLDERS AND MANAGEMENT See Schedule III for information regarding persons who beneficially own more than 5% of the Shares and the ownership of the Shares by the management of Bairnco. INFORMATION CONCERNING BAIRNCO The information concerning Bairnco contained in this Consent Statement and the Schedules attached hereto has been taken from, or is based upon, publicly available information. Although Steel Partners II does not have any information that would indicate that any information contained in this Consent Statement that has been taken from such documents is inaccurate or incomplete, Steel Partners II does not take any responsibility for the accuracy or completeness of such information. STEEL PARTNERS II, L.P. _________, 2007 -26- SCHEDULE I PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED BYLAWS OF BAIRNCO PROPOSED AMENDMENT OF BYLAWS TO FIX NUMBER OF DIRECTORS SERVING ON THE BAIRNCO BOARD AT FIVE (5) Section 2 of Article III of the Amended and Restated Bylaws of Bairnco is amended by replacing the first sentence of such section with the following: "The authorized number of directors shall be fixed at five (5); provided, however, that such number may be increased or decreased pursuant to resolution of the Board." PROPOSED AMENDMENT OF BYLAWS TO ONLY ALLOW THE STOCKHOLDERS TO FILL ANY VACANCIES ON THE BAIRNCO BOARD RESULTING FROM THE REMOVAL OF DIRECTORS BY THE STOCKHOLDERS Section 2 of Article III of the Amended and Restated Bylaws of Bairnco is amended by replacing the third sentence of such section with the following: "Vacancies and newly created directorships resulting from any increase in the authorized number of directors, and any vacancies on the Board resulting from death, resignation, disqualification, removal (other than removal by the stockholders) or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board, or by a sole remaining director, and the directors so chosen shall hold office, subject to Sections 9 and 10 of Article III of these By-Laws, until the next Annual Meeting of stockholders and until their respective successors are elected and qualified. Any vacancies on the Board resulting from removal by the stockholders may not be filled by the directors and shall only be filled by the affirmative vote of the stockholders of the Corporation entitled to vote generally in the election of directors, voting together as a single class, and the directors so chosen shall hold office, subject to Sections 9 and 10 of Article III of these By-Laws, until the next Annual Meeting of stockholders and until their respective successors are elected and qualified." I-1 SCHEDULE II 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 II-1 SCHEDULE III THE FOLLOWING TABLE IS REPRINTED FROM BAIRNCO'S SCHEDULE 14A FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 15, 2006 COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information as of February 17, 2006, regarding the beneficial ownership of Bairnco Common Stock by the only persons known to Bairnco to be the beneficial owners of more than 5% of Bairnco's issued and outstanding Common Stock: Amount and Nature Percentage of Issued of Beneficial and Outstanding Name and Address of Ownership of Common Stock on Beneficial Owner Common Stock February 17, 2006 - -------------------------- -------------------- -------------------- Steel Partners II, L.P. 590 Madison Avenue 32nd Floor New York, NY 10022 1,110,200 (1) 15.28% Marvin Schwartz 605 Third Avenue New York, NY 10158 754,000 10.38% FMR Corp. 82 Devonshire Street Boston, MA 02109 676,573 (2) 9.32% Dimensional Fund Advisors Inc. 1299 Ocean Avenue Santa Monica, CA 90401 487,238 (3) 6.71% Neuberger Berman, LLC 605 Third Avenue New York, NY 10158 470,800 (4) 6.48% (1) Based on Schedule 13D filed on 9/16/05. (2) Based on Schedule 13F filed on 2/14/06. (3) Based on Schedule 13G filed on 2/6/06. (4) Based on Schedule 13G filed on 2/15/06. The Company has retained the services of Neuberger Berman, LLC to serve as investment manager with respect to a portion of the assets in the Bairnco Corporation Retirement Plan. Neuberger Berman, LLC is a registered investment III-1 advisor under the Investment Advisors Act of 1940 and serves as investment advisor to numerous individuals and retirement plans. Fees payable under this arrangement are customary for these services. The following table presents information regarding beneficial ownership of Bairnco Common Stock by each member of the Board of Directors, each nominee for election as a director, each of the executive officers of Bairnco named in the summary compensation table below and by all directors and executive officers of Bairnco as a group, as of February 17, 2006. Amount and Nature Percentage of Issued of Beneficial and Outstanding Ownership of Common Stock on Name of Individual or Group Common Stock February 17, 2006 - -------------------------- -------------------- -------------------- Luke E. Fichthorn III 435,498(1) 6.00% Kenneth L. Bayne 20,000(2) (10) Gerald L. DeGood 4,834(3) (10) Charles T. Foley 255,102(4) 3.51% Lawrence C. Maingot 18,059(5) (10) Larry D. Smith 39,442(6) (10) James A. Wolf 8,001(7) (10) William F. Yelverton 51,635(8) (10) All executive officers and directors as a group (8 persons) 832,571(9) 11.46% - ----------------------- (1) Includes 2,000 shares owned by Mrs. Fichthorn and 1,500 shares owned by two trusts of which Mr. Fichthorn is a co-trustee. Mr. Fichthorn disclaims beneficial ownership of these shares. Also includes shares that would be issued upon exercise of 83,334 vested unexercised stock options granted under the 1990 Bairnco Stock Option Plan, 37,500 vested unexercised stock options granted under the 2000 Bairnco Stock Option Plan, and 42,000 restricted shares granted under the 2000 Bairnco Stock Option Plan. (2) Includes 20,000 restricted shares under the 2000 Bairnco Stock Option Plan. (3) Includes shares that would be issued upon the exercise of 4,334 vested unexercised stock options granted under the 2000 Bairnco Stock Option Plan. (4) Includes shares that would be issued upon the exercise of 6,001 vested unexercised stock options granted under the 1990 Bairnco Stock Option Plan and 4,001 vested unexercised stock options granted under the 2000 Bairnco Stock Option Plan. (5) Mr. Maingot indirectly owns 1,634 shares through ownership in trust under the Bairnco Corporation 401(k) Savings Plan and 550 shares in a personal Individual Retirement Account (IRA). Also includes shares that would be issued upon the exercise of 2,750 vested unexercised stock options granted under the 1990 Bairnco Stock Option Plan, and 1,125 vested unexercised stock options and 12,000 restricted shares under the 2000 Bairnco Stock Option Plan. III-2 (6) Mr. Smith indirectly owns 2,442 shares through ownership in trust under the Bairnco Corporation 401(k) Savings Plan. Also includes shares that would be issued upon exercise of 20,000 vested unexercised stock options granted under the 1990 Bairnco Stock Option Plan and 17,000 restricted shares granted under the 2000 Bairnco Stock Option Plan. (7) Includes shares that would be issued upon the exercise of 7,001 vested unexercised stock options under the 2000 Bairnco Stock Option Plan. (8) Includes shares that would be issued upon the exercise of 6,001 vested unexercised stock options granted under the 1990 Bairnco Stock Option Plan and 4,001 vested unexercised stock options granted under the 2000 Bairnco Stock Option Plan. (9) Includes a total of 3,500 shares owned by the wives, children or in trusts or custodial accounts for relatives of executive officers or directors but as to which each executive officer or director, respectively, disclaims beneficial ownership. Also includes shares that would be issued upon the exercise of 201,419 vested unexercised stock options granted under the 1990 Bairnco Stock Option Plan and 53,795 vested unexercised stock options and 91,000 restricted shares granted under the 2000 Bairnco Stock Option Plan. (10) The percentage of shares owned by such executive officer or director does not exceed 1% of the issued and outstanding Bairnco Common Stock. III-3 IMPORTANT Tell your Board what you think! Your vote is important. No matter how many Shares you own, please give Steel Partners II your consent FOR the Proposals described herein by taking three steps: o SIGNING the enclosed GOLD consent card, o DATING the enclosed GOLD consent card, and o MAILING the enclosed GOLD consent card TODAY in the envelope provided (no postage is required if mailed in the United States). If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such Shares and only upon receipt of your specific instructions. Accordingly, please contact the person responsible for your account and instruct that person to execute the GOLD consent card representing your Shares. Steel Partners II urges you to confirm in writing your instructions to Steel Partners II in care of MacKenzie Partners, Inc. at the address provided below so that Steel Partners II will be aware of all instructions given and can attempt to ensure that such instructions are followed. If you have any questions or require any additional information concerning this Consent Statement, please contact MacKenzie Partners, Inc. at the address set forth below. MacKenzie Partners, Inc. 105 Madison Avenue New York, New York 10016 (212) 929-5500 (Call Collect) bairnco@mackenziepartners.com or CALL TOLL FREE (800) 322-2885 PRELIMINARY COPY SUBJECT TO COMPLETION DATED DECEMBER 29, 2006 GOLD CONSENT CARD CONSENT OF STOCKHOLDERS OF BAIRNCO CORPORATION THIS CONSENT IS SOLICITED BY STEEL PARTNERS II, L.P. THE BOARD OF DIRECTORS OF BAIRNCO CORPORATION IS NOT SOLICITING THIS CONSENT C O N S E N T Unless otherwise indicated below, the undersigned, a stockholder of record of Bairnco Corporation (the "Company") on _______, 2007 (the "Record Date"), hereby consents pursuant to Section 228(a) of the Delaware General Corporation Law with respect to all shares of common stock of the Company (the "Shares") held by the undersigned to the taking of the following actions without a meeting of the stockholders of the Company. CHECK THE APPROPRIATE BOX BELOW TO CONSENT OR WITHHOLD CONSENT TO, OR ABSTAIN FROM, THE PROPOSALS BELOW. IF NO BOX IS MARKED FOR ANY PROPOSAL, THE UNDERSIGNED WILL BE DEEMED TO CONSENT TO SUCH PROPOSAL, EXCEPT THAT THE UNDERSIGNED WILL NOT BE DEEMED TO CONSENT TO THE REMOVAL OF ANY CURRENT DIRECTOR OR TO THE ELECTION OF ANY NOMINEE WHOSE NAME IS WRITTEN-IN IN THE SPACE PROVIDED. IN THE ABSENCE OF DISSENT OR ABSTENTION BEING INDICATED BELOW, THE UNDERSIGNED HEREBY CONSENTS TO EACH ACTION LISTED BELOW. IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS CONSENT CARD PROMPTLY! - CONTINUED AND TO BE SIGNED ON REVERSE SIDE - [X] PLEASE MARK VOTE AS IN THIS EXAMPLE STEEL PARTNERS II, L.P. ("STEEL PARTNERS II") RECOMMENDS THAT YOU CONSENT TO PROPOSALS 1, 2, 3 AND 4. 1. Remove Luke E. Fichthorn III, Gerald L. DeGood, Charles T. Foley, James A. Wolf, William F. Yelverton and any person (other than those elected by the consent solicitation of Steel Partners II) elected or appointed to the Board of Directors of the Company by such directors to fill any vacancy on the Board of Directors of the Company or any newly-created directorships. [_____] CONSENTS [_____] WITHHOLD CONSENT [_____] ABSTAINS INSTRUCTION: TO CONSENT, WITHHOLD CONSENT OR ABSTAIN FROM CONSENTING TO THE REMOVAL OF ALL THE PERSONS NAMED IN PROPOSAL NO. 1, CHECK THE APPROPRIATE BOX ABOVE. IF YOU WISH TO CONSENT TO THE REMOVAL OF CERTAIN OF THE PERSONS NAMED IN PROPOSAL NO. 1, BUT NOT ALL OF THEM, CHECK THE "CONSENTS" BOX ABOVE AND WRITE THE NAME OF EACH SUCH PERSON YOU DO NOT WISH REMOVED IN THE SPACE PROVIDED BELOW. -------------------------------------------------------------- 2. Amend Section 2 of Article III of the Amended and Restated Bylaws of the Company (the "Bylaws"), as set forth on Schedule I to the Consent Statement of Steel Partners II, to fix the number of directors serving on the Board of Directors of the Company at five (5). [_____] CONSENTS [_____] WITHHOLD CONSENT [_____] ABSTAINS 3. Amend Section 2 of Article III of the Bylaws, as set forth on Schedule I to the Consent Statement of Steel Partners II, to provide that any vacancies on the Board of Directors of the Company resulting from the removal of directors by the stockholders may only be filled by the stockholders of the Company. [_____] CONSENTS [_____] WITHHOLD CONSENT [_____] ABSTAINS 4. Elect Warren G. Lichtenstein, Hugh F. Culverhouse, John J. Quicke, Anthony Bergamo and Howard M. Leitner to serve as directors of the Company (or, if any such nominee is unable or unwilling to serve as a director of the Company, any other person designated as a nominee by the remaining nominee or nominees). [_____] CONSENTS [_____] WITHHOLD CONSENT [_____] ABSTAINS INSTRUCTION: TO CONSENT, WITHHOLD CONSENT OR ABSTAIN FROM CONSENTING TO THE ELECTION OF ALL THE PERSONS NAMED IN PROPOSAL NO. 4, CHECK THE APPROPRIATE BOX ABOVE. IF YOU WISH TO CONSENT TO THE ELECTION OF CERTAIN OF THE PERSONS NAMED IN PROPOSAL NO. 4, BUT NOT ALL OF THEM, CHECK THE "CONSENTS" BOX ABOVE AND WRITE THE NAME OF EACH SUCH PERSON YOU DO NOT WISH ELECTED IN THE SPACE PROVIDED BELOW. -------------------------------------------------------------- THE EFFECTIVENESS OF EACH OF THE ABOVE PROPOSALS IS CONDITIONED UPON THE EFFECTIVENESS OF THE OTHER PROPOSALS. IN ORDER FOR YOUR CONSENT TO BE VALID, IT MUST BE DATED. Date: ------------------------------ ------------------------------------ Signature of Stockholder ------------------------------------ Signature (if held jointly) ------------------------------------ Name and Title of Representative (if applicable) IMPORTANT NOTE TO STOCKHOLDERS: Please sign exactly as name appears hereon. If the shares are held by joint tenants or as community property, both should sign. When signing as executor, administrator, trustee, guardian, or other representative, please give full title. If a corporation, please sign in full corporate name by a duly authorized officer. If a partnership, please sign in partnership name by an authorized person.
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PREC14A Filing
Steel Partners Ii Inactive PREC14APreliminary proxy with contested solicitation
Filed: 29 Dec 06, 12:00am