UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: February 24, 2000
BAIRNCO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-8120 13-3057520
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
300 Primera Boulevard, Suite 432, Lake Mary, FL 32746
(Address of principal executive offices) (Zip Code)
(407) 875-2222
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former
fiscal year, if changed since last report)
ITEM 2. ACQUISITION OF ASSETS
On February 15, 2000, Bairnco Corporation ("Bairnco"), through a
wholly-owned subsidiary, acquired the assets of the materials
business ("Signtech") of Signtech USA, Ltd. located in San
Antonio, Texas, for approximately $14.5 million (subject to a
purchase price adjustment). This acquisition has been accounted
for under the purchase method of accounting. The purchase
price will be allocated to the assets acquired based on their
estimated fair values with the balance being recorded as goodwill.
The acquisition was financed through available borrowings under
Bairnco's line of credit.
Signtech manufactures and distributes flexible reinforced vinyl
materials used as the substrate in flexible faced sign systems.
Signtech's products are sold primarily on a specification basis
for corporate specified programs using various striping, heat
transfer and screen print applications.
ITEM 5. OTHER EVENTS
On February 15, 2000 Bairnco's secured, reducing revolving credit
agreement (the "Credit Agreement") was amended. The amendment
effectively increased the credit facility from $50 million at
December 31, 1999 to $75 million, including a five-year term loan
credit facility of $20 million subject to quarterly amortization
of principal of $500,000 in 2000, $750,000 in 2001, $1,000,000 in
2002, $1,250,000 in 2003 and $1,500,000 in 2004. The amended
credit facility also includes a letter of credit facility for $9
million which may be increased up to $15 million or decreased to
$5 million with a corresponding change in the loan commitment
under the revolving credit facility. The amendment extended the
expiration date of the Credit Agreement from December 31, 2003 to
February 22, 2005 although the term loan expires on December 31,
2004.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are incorporated by reference herein:
1 Press Release
2 The Second Amended and Restated Credit Agreement dated as of
February 22, 2000, among Bairnco Corporation and certain of its
subsidiaries, as guarantors, and certain Commercial Lending Institutions
and Bank of America, N.A., as the Agent for Lenders.
3 Exhibits to Second Amended and Restated Credit Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
BAIRNCO CORPORATION
By: /s/ James W. Lambert
James W. Lambert
Vice President Finance & Treasurer
Date: February 24, 2000
EXHIBIT INDEX
Exhibit Description
1 Press Release
2 The Second Amended and Restated Credit Agreement dated as of
February 22, 2000, among Bairnco Corporation and certain of
its subsidiaries, as guarantors, and certain Commercial
Lending Institutions and Bank of America, N.A., as the Agent
for Lenders.
3 Exhibits to Second Amended and Restated Credit Agreement