EX-99.(A) (5) (IV) 2 a5ivtota301874049_07212006.htm sec document

                                                            Exhibit (a) (5) (iv)

PRESS RELEASE

FOR IMMEDIATE RELEASE:

                 STEEL PARTNERS II EXTENDS BAIRNCO TENDER OFFER
                          TO WEDNESDAY, AUGUST 9, 2006

         NEW YORK,  NY - JULY 21, 2006 -- Steel  Partners  II,  L.P.  ("Steel"),
which has  commenced a cash  tender  offer to  purchase  all of the  outstanding
shares of  Bairnco  Corporation  (NYSE:BZ;  "Bairnco")  for  $12.00  per  share,
announced  today that it has extended its $12.00 per share cash tender offer for
all of the common stock of Bairnco not already  owned by it or its  subsidiaries
to 5:00 P.M., New York City time, on Wednesday, August 9, 2006. The tender offer
was previously set to expire at 12:00 Midnight, New York City time, on Thursday,
July  20,  2006.  As of the  close of  business  on July  20,  2006,  a total of
2,047,644  shares had been tendered in and not withdrawn  from the offer,  which
together  with the  shares  owned by Steel and its  subsidiaries  (including  BZ
Acquisition Corp.), represents approximately 44% of the total shares outstanding
of Bairnco.


IMPORTANT INFORMATION REGARDING THE TENDER OFFER

BZ Acquisition Corp., a wholly-owned subsidiary of Steel, has commenced a tender
offer to purchase all of the outstanding  shares of common stock (and associated
preferred  stock  purchase  rights) of  Bairnco at $12.00 per share,  net to the
seller in cash, without interest.  The offer is currently scheduled to expire at
5:00 P.M., New York City time, on Wednesday, August 9, 2006, unless the offer is
extended.

MacKenzie  Partners,  Inc. is the Information Agent for the tender offer and any
questions  or requests  for the Offer to Purchase  and  related  materials  with
respect to the tender offer may be directed to MacKenzie Partners, Inc.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY
OR THE  SOLICITATION OF AN OFFER TO SELL ANY SHARES.  THE  SOLICITATION  AND THE
OFFER TO BUY  BAIRNCO'S  COMMON STOCK IS ONLY BEING MADE PURSUANT TO AN OFFER TO
PURCHASE  AND  RELATED  MATERIALS  THAT STEEL HAS FILED (AND WILL FILE) WITH THE
SECURITIES AND EXCHANGE  COMMISSION.  STOCKHOLDERS  SHOULD READ THESE  MATERIALS
CAREFULLY  BECAUSE THEY CONTAIN IMPORTANT  INFORMATION,  INCLUDING THE TERMS AND
CONDITIONS  OF THE OFFER.  STOCKHOLDERS  MAY OBTAIN  THE OFFER TO  PURCHASE  AND
RELATED  MATERIALS WITH RESPECT TO THE TENDER OFFER FREE AT THE SEC'S WEBSITE AT
WWW.SEC.GOV OR FROM STEEL BY CONTACTING  MACKENZIE  PARTNERS,  INC. TOLL-FREE AT
(800)    322-2885   OR   COLLECT   AT   (212)   929-5500   OR   VIA   EMAIL   AT
TENDEROFFER@MACKENZIEPARTNERS.COM.

Any  forward-looking  statements  contained in this release are made pursuant to
the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995.  Forward-looking  statements are inherently  subject to a variety of risks
and  uncertainties  that could cause actual  results to differ  materially  from
those  projected.  These risks and  uncertainties  include,  among  others:  the
willingness of Bairnco  stockholders  to tender their shares in the tender offer
and the  number  and  timing of shares  tendered;  the  receipt  of third  party
consents to the extent  required for the  acquisition;  and  satisfaction of the
various  closing  conditions.  Other  important  factors that could cause actual
results to differ materially are included but are not limited to those listed in
Bairnco's periodic reports and registration statements filed with the Securities
and Exchange  Commission.  Steel undertakes no obligation to update  information
contained in this release.