sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 11)(1)
BAIRNCO CORPORATION
-------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
----------------------------
(Title of Class of Securities)
057097107
---------
(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 30, 2007
--------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box .
NOTE. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEE Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 14 Pages)
----------------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
---------------------- ----------------------
CUSIP No. 057097107 13D Page 2 of 14 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS II, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,110,200
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 792,459 (1)
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,110,200
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,902,659 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.7% (1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) 792,459 of the shares of common stock reported to be beneficially owned
herein are being reported solely because the Reporting Person may be deemed to
have beneficial ownership of such shares as a result of the Tender and Support
Agreement described in Items 4 and 6 hereof (the "Tender and Support Shares").
Neither the filing of this Schedule 13D nor any of its contents shall be deemed
to constitute an admission by any Reporting Person that it is the beneficial
owner of the Tender and Support Shares for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, or for any other purpose, and such
beneficial ownership is expressly disclaimed.
---------------------- ----------------------
CUSIP No. 057097107 13D Page 3 of 14 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,110,200
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 792,459 (1)
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,110,200
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,902,659 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.7% (1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) 792,459 of the shares of common stock reported to be beneficially owned
herein are being reported solely because the Reporting Person may be deemed to
have beneficial ownership of such shares as a result of the Tender and Support
Agreement described in Items 4 and 6 hereof (the "Tender and Support Shares").
Neither the filing of this Schedule 13D nor any of its contents shall be deemed
to constitute an admission by any Reporting Person that it is the beneficial
owner of the Tender and Support Shares for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, or for any other purpose, and such
beneficial ownership is expressly disclaimed.
---------------------- ----------------------
CUSIP No. 057097107 13D Page 4 of 14 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WARREN G. LICHTENSTEIN
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,110,200
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 792,459 (1)
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,110,200
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,902,659 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.7% (1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) 792,459 of the shares of common stock reported to be beneficially owned
herein are being reported solely because the Reporting Person may be deemed to
have beneficial ownership of such shares as a result of the Tender and Support
Agreement described in Items 4 and 6 hereof (the "Tender and Support Shares").
Neither the filing of this Schedule 13D nor any of its contents shall be deemed
to constitute an admission by any Reporting Person that it is the beneficial
owner of the Tender and Support Shares for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, or for any other purpose, and such
beneficial ownership is expressly disclaimed.
---------------------- ----------------------
CUSIP No. 057097107 13D Page 5 of 14 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BZ ACQUISITION CORP.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 057097107 13D Page 6 of 14 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WHX CORPORATION
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
XXX
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 057097107 13D Page 7 of 14 Pages
---------------------- ----------------------
The following constitutes Amendment No. 11 ("Amendment No. 11")
to the Schedule 13D filed by the undersigned. This Amendment No. 11 amends
the Schedule 13D as specifically set forth.
Item 2 is hereby amended and restated to read as follows:
(a) This statement is filed by Steel Partners II, L.P., a Delaware
limited partnership ("Steel Partners II"), Steel Partners, L.L.C., a Delaware
limited liability company ("Partners LLC"), BZ Acquisition Corp., a Delaware
corporation ("BZA"), WHX Corporation, a Delaware corporation ("WHX"), and Warren
G. Lichtenstein. Each of the foregoing is referred to as a "Reporting Person"
and collectively as the "Reporting Persons." Each of the Reporting Persons is
party to that certain Joint Filing Agreement as further described in Item 6.
Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
Partners LLC is the general partner of Steel Partners II. The sole
executive officer and managing member of Partners LLC is Warren G. Lichtenstein,
who is Chairman of the Board, Chief Executive Officer and Secretary. By virtue
of his positions with Partners LLC and Steel Partners II, Mr. Lichtenstein has
the power to vote and dispose of the Issuer's Shares owned by Steel Partners II.
BZA is a wholly owned subsidiary of Steel Partners II. Mr.
Lichtenstein is the sole executive officer and director of BZA. On June 22,
2006, BZA commenced a cash tender offer to purchase all of the outstanding
Shares of the Issuer for $12.00 per Share and, on February 23, 2007, amended the
cash tender offer to, among other things, increase the offer price to $13.50 per
Share (as amended, the "Tender Offer").
WHX is an affiliate of Steel Partners II. The executive officers and
directors of WHX are set forth on Schedule I hereto, which is incorporated by
reference in this Item 2(a). On March 30, 2007, the Tender Offer was amended to
include WHX as an offeror.
(b) The principal business address of Steel Partners II, Partners
LLC, BZA and Mr. Lichtenstein is 590 Madison Avenue, 32nd Floor, New York, New
York 10022.
The principal business address of WHX is 555 Theodore Fremd Avenue,
Rye, New York 10580.
The business or residence address of each of the executive officers
and directors of WHX is set forth on Schedule I hereto, which is incorporated by
reference in this Item 2(b).
(c) The principal business of Steel Partners II is investing in the
securities of small cap companies. The principal business of Partners LLC is
acting as the general partner of Steel Partners II. BZA has no current
operations other than those incident to the Tender Offer. The principal
occupation of Mr. Lichtenstein is investing in the securities of small cap
companies. Mr. Lichtenstein is also Chairman of the Board of WHX. The principal
business of WHX is a holding company that invests in and manages a diverse group
---------------------- ----------------------
CUSIP No. 057097107 13D Page 8 of 14 Pages
---------------------- ----------------------
of businesses. WHX's primary business is Handy & Harman, a diversified
manufacturing company. The principal occupation of each of the executive
officers and directors of WHX is set forth on Schedule I hereto, which is
incorporated by reference in this Item 2(c).
(d) No Reporting Person, and none of the executive officers and
directors of WHX, has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, and none of the executive officers and
directors of WHX, has, during the last five years, been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Each of Mr. Lichtenstein and the executive officers and
directors of WHX is a citizen of the United States of America.
Item 4 is hereby amended to add the following:
On March 30, 2007, Steel Partners II announced that, as permitted by the
Merger Agreement, Steel Partners II may transfer its entire interest in BZA to
WHX for nominal consideration (the "BZA Transfer"). Accordingly, the Tender
Offer was amended on that date to include WHX as an offeror. The consummation of
the BZA Transfer is conditioned upon WHX obtaining, prior to the expiration of
the Tender Offer, any required financing to consummate the Tender Offer, which
financing may be provided by Steel Partners II, and final approval by the WHX
board of directors. The BZA Transfer will not result in the amendment or
addition of any conditions to the consummation of the Tender Offer. If WHX
obtains financing and receives final board approval, then the BZA Transfer will
be completed, and BZA will, subject to the satisfaction of the conditions to the
Tender Offer, consummate the Tender Offer as a wholly owned subsidiary of WHX.
If WHX does not obtain financing or receive final board approval, then BZA will
remain a wholly owned subsidiary of Steel Partners II and, subject to the
satisfaction of the conditions to the Tender Offer, the Tender Offer will be
consummated by Steel Partners II and BZA. Steel Partners II's and BZA's
obligations to consummate the Tender Offer are not conditioned upon obtaining
financing.
Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each
person named herein is based upon 7,427,762 Shares outstanding, which is the
number of Shares that the Issuer has advised the Reporting Persons were
outstanding as of the close of business on March 29, 2007.
As of the close of business on March 29, 2007, Steel Partners
II beneficially owned 1,902,659 Shares, which includes the 792,459 Tender and
Support Shares, constituting approximately 25.7% of the Shares outstanding. As
---------------------- ----------------------
CUSIP No. 057097107 13D Page 9 of 14 Pages
---------------------- ----------------------
the general partner of Steel Partners II, Partners LLC may be deemed to
beneficially own the 1,902,659 Shares beneficially owned by Steel Partners II,
constituting approximately 25.7% of the Shares outstanding. As the sole
executive officer and managing member of Partners LLC, which in turn is the
general partner of Steel Partners II, Mr. Lichtenstein may be deemed to
beneficially own the 1,902,659 Shares beneficially owned by Steel Partners II,
constituting approximately 25.7% of the Shares outstanding. Mr. Lichtenstein has
sole voting and dispositive power with respect to 1,110,200 of the 1,902,659
Shares that Steel Partners II may be deemed to beneficially own by virtue of his
authority to vote and dispose of such Shares. Mr. Lichtenstein has shared voting
power with respect to the 792,459 Tender and Support Shares that Steel Partners
II may be deemed to beneficially own by virtue of his authority to vote such
Shares pursuant to the grant of the irrevocable proxy to Steel Partners II under
the Tender and Support Agreement. Neither BZA nor WHX beneficially owns any
Shares.
The filing of this Statement by the Reporting Persons, and the
inclusion of information herein, shall not be considered an admission that any
of such persons, for the purpose of Section 13(d) of the Exchange Act, or
otherwise, are the beneficial owners of any Shares in which such persons do not
have a pecuniary interest. Steel Partners II, Partners LLC and Mr. Lichtenstein
expressly disclaim beneficial ownership of the Shares except to the extent of
their respective pecuniary interest therein.
Item 6 is hereby amended to add the following:
On March 30, 2007, the Reporting Persons entered into a Joint Filing
Agreement (the "Joint Filing Agreement") in which the parties agreed to the
joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of the Issuer to the extent required by applicable
law. The Joint Filing Agreement is attached as Exhibit 15 hereto and is
incorporated herein by reference.
Item 7 is hereby amended to add the following exhibit:
15. Joint Filing Agreement by and between Steel Partners II, L.P.,
Steel Partners, L.L.C., BZ Acquisition Corp., Warren G. Lichtenstein and
WHX Corporation, dated March 30, 2007.
---------------------- ----------------------
CUSIP No. 057097107 13D Page 10 of 14 Pages
---------------------- ----------------------
SIGNATURES
----------
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: March 30, 2007 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Lauren Isenman
----------------------------------------
Lauren Isenman
as Attorney in Fact for Warren G. Lichtenstein,
Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Lauren Isenman
----------------------------------------
Lauren Isenman
as Attorney in Fact for Warren G. Lichtenstein,
Managing Member
BZ ACQUISITION CORP.
By: /s/ Lauren Isenman
----------------------------------------
Lauren Isenman
as Attorney in Fact for Warren G. Lichtenstein,
President
WHX CORPORATION
By: /s/ Glen M. Kassan
----------------------------------------
Name: Glen M. Kassan
Title: Chief Executive Officer
/s/ Lauren Isenman
--------------------------------------------
LAUREN ISENMAN
as Attorney in Fact for Warren G. Lichtenstein,
Individually
---------------------- ----------------------
CUSIP No. 057097107 13D Page 11 of 14 Pages
---------------------- ----------------------
SCHEDULE I
Executive Officers and Directors of WHX Corporation
Name and Position Principal Occupation Business or Residence Address
----------------- -------------------- -----------------------------
Jack L. Howard Vice Chairman of Steel 590 Madison Avenue, 32nd Floor
Director Partners, Ltd. New York, New York 10022
Glen M. Kassan Operating Partner of Steel 590 Madison Avenue, 32nd Floor
Vice Chairman and Chief Partners, Ltd. New York, New York 10022
Executive Officer
Louis Klein, Jr. Trustee of Manville Personal 9 Pilgrim Road
Director Injury Settlement Trust, WT Rye, New York 10580
Mutual Fund and WT Investment
Trust I (Wilmington Trust)
Daniel P. Murphy, Jr. President of Handy & Harman 555 Theodore Fremd Avenue
Director Rye, New York 10580
John J. Quicke Operating Partner of Steel 590 Madison Avenue, 32nd Floor
Director and Vice President Partners, Ltd. New York, New York 10022
Joshua E. Schechter Investment Professional with 590 Madison Avenue, 32nd Floor
Director Steel Partners, Ltd. New York, New York 10022
Garen W. Smith Former Chairman of the Board P.O. Box 870
Director of Handy & Harman Boalsburg, Pennsylvania 16827
Robert K. Hynes Vice President and Chief 555 Theodore Fremd Avenue
Vice President and Chief Financial Officer of WHX and Rye, New York 10580
Financial Officer Vice President of Handy &
Harman
James McCabe Senior Vice President of WHX 555 Theodore Fremd Avenue
Senior Vice President and Handy & Harman Rye, New York 10580
Ellen T. Harmon Vice President, General 555 Theodore Fremd Avenue
Vice President, General Counsel Counsel and Secretary of WHX Rye, New York 10580
and Secretary and Handy & Harman
---------------------- ----------------------
CUSIP No. 057097107 13D Page 12 of 14 Pages
---------------------- ----------------------
EXHIBIT INDEX
-------------
Exhibit Page
------- ----
1. Joint Filing Agreement by and between Steel Partners
II, L.P. and Warren G. Lichtenstein, dated as of
February 14, 2001 (previously filed). --
2. Joint Filing Agreement by and among Steel Partners
II, L.P., Steel Partners, L.L.C. and Warren G.
Lichtenstein, dated as of September 8, 2004
(previously filed). --
3. Powers of Attorney of Steel Partners II, L.P., Steel
Partners, L.L.C. and Warren G. Lichtenstein
(previously filed). --
4. Press Release, dated June 15, 2006 (previously
filed). --
5. Letter, dated June 15, 2006, to Luke E. Fichthorn,
III, Chairman and Chief Executive Officer of the
Issuer (previously filed). --
6. Powers of Attorney of Steel Partners II, L.P., Steel
Partners, L.L.C. and Warren G. Lichtenstein
(previously filed). --
7. Joint Filing and Solicitation Agreement by and among
Steel Partners II, L.P., Steel Partners, L.L.C., BZ
Acquisition Corp., Warren G. Lichtenstein, Hugh F.
Culverhouse, John J. Quicke, Anthony Bergamo and
Howard M. Leitner dated as of December 29, 2006
(previously filed). --
8. Form of Indemnification Letter Agreement --
(previously filed). --
9. Powers of Attorney of BZ Acquisition Corp
(previously filed). --
10. Powers of Attorney of Steel Partners II, L.P., Steel
Partners, L.L.C. and Warren G. Lichtenstein
(previously filed). --
11. Press Release dated February 23, 2007 (previously
filed). --
---------------------- ----------------------
CUSIP No. 057097107 13D Page 13 of 14 Pages
---------------------- ----------------------
12. Agreement and Plan of Merger, dated as of February
23, 2007, by and among Steel Partners II, L.P., BZ
Acquisition Corp. and Bairnco Corporation
(previously filed). --
13. Tender and Support Agreement, dated as of February
23, 2007, among Steel Partners II, L.P., Luke E.
Fichthorn III, Kenneth L. Bayne, Gerald L. DeGood,
Charles T. Foley, Lawrence C. Maingot, Larry D.
Smith, James A. Wolf and William F. Yelverton
(previously filed). --
14. Joint Filing Agreement, dated February 23, 2007
(previously filed). --
15. Joint Filing Agreement by and between Steel Partners
II, L.P., Steel Partners, L.L.C., BZ Acquisition
Corp., Warren G. Lichtenstein and WHX Corporation,
dated March 30, 2007 14
---------------------- ----------------------
CUSIP No. 057097107 13D Page 14 of 14 Pages
---------------------- ----------------------
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock of Bairnco Corporation.
This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: March 30, 2007 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Lauren Isenman
----------------------------------------
Lauren Isenman
as Attorney in Fact for Warren G. Lichtenstein,
Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Lauren Isenman
----------------------------------------
Lauren Isenman
as Attorney in Fact for Warren G. Lichtenstein,
Managing Member
BZ ACQUISITION CORP.
By: /s/ Lauren Isenman
----------------------------------------
Lauren Isenman
as Attorney in Fact for Warren G. Lichtenstein,
President
WHX CORPORATION
By: /s/ Glen M. Kassan
----------------------------------------
Name: Glen M. Kassan
Title: Chief Executive Officer
/s/ Lauren Isenman
--------------------------------------------
LAUREN ISENMAN
as Attorney in Fact for Warren G. Lichtenstein,
Individually