UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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: | | Preliminary Consent Statement | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | | Definitive Consent Statement |X| 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. (1) Amount previously paid - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: - -------------------------------------------------------------------------------- STEEL PARTNERS II, L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NEW YORK 10022 SUPPLEMENT DATED JANUARY 23, 2007 TO THE CONSENT STATEMENT OF STEEL PARTNERS II, L.P. DATED JANUARY 16, 2007 GENERAL INFORMATION Steel Partners II, L.P., a Delaware limited partnership ("Steel Partners II"), is supplementing its Consent Statement dated January 16, 2007 (the "Consent Statement") in connection with its solicitation of written consents from the holders of shares of common stock, par value $.01 per share, of Bairnco Corporation, a Delaware corporation ("Bairnco"), to take the following actions (the "Proposals") without a stockholders' meeting, as authorized by the Delaware General Corporation Law: PROPOSAL 1 - Remove each member of Bairnco's Board of Directors (the "Bairnco Board") and any person (other than those elected by the 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 the 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 the 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 the 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). SUPPLEMENTAL CONSENT STATEMENT INFORMATION THE CONSENT STATEMENT IS HEREBY SUPPLEMENTED SOLELY TO STATE THAT BAIRNCO HAS SET A RECORD DATE OF JANUARY 30, 2007 FOR DETERMINING STOCKHOLDERS ENTITLED TO CONSENT TO THE PROPOSALS. EXCEPT AS SPECIFICALLY MODIFIED OR SUPPLEMENTED BY THE INFORMATION CONTAINED IN THIS SUPPLEMENT, ALL INFORMATION SET FORTH IN THE CONSENT STATEMENT REMAINS APPLICABLE. THIS SUPPLEMENT WILL NOT BE MAILED TO THE STOCKHOLDERS. If you have any questions or require any additional information concerning this supplement to the Consent Statement of Steel Partners II, please contact MacKenzie Partners, Inc. at the address and toll-free number 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
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DFRN14A Filing
Steel Partners Ii Inactive DFRN14ARevised proxy by non-management
Filed: 23 Jan 07, 12:00am