EX-99.(A)(5)(XV) 2 a5xvtota1201874049_02022007.htm sec document



                                                              Exhibit (a)(5)(xv)

PRESS RELEASE

FOR IMMEDIATE RELEASE:

     STEEL PARTNERS II INCREASES TENDER OFFER PRICE FOR BAIRNCO CORPORATION
                           TO $13.35 PER SHARE IN CASH

      NEW  YORK,  NY -  FEBRUARY  2, 2007 -- Steel  Partners  II,  L.P.  ("Steel
Partners II")  announced  today that it is  increasing  its cash tender offer to
purchase  all  of  the  outstanding  shares  of  Bairnco  Corporation  (NYSE:BZ;
"Bairnco") from $12.00 per share to $13.35 per share in cash.

      Warren  Lichtenstein,  the managing member of Steel Partners II, said, "We
believe that the increased cash tender offer price of $13.35 per share fully and
fairly reflects the true value of Bairnco's  shares and would give  stockholders
immediate  liquidity in a stock that is thinly traded.  The increased cash offer
price represents a premium of 34% to the closing price of Bairnco's stock on the
day we informed  Bairnco of our tender  offer and a multiple of 19.9x  Bairnco's
trailing twelve month earnings,  which is significantly  higher than the average
price/earnings  multiples  of  comparable  companies  over the same  period.  In
raising our offer price, we have given due  consideration to Bairnco's  guidance
for 2007 in view of its past failures to achieve its projected  financial growth
and deliver on promised  operational  changes.  If the Board of Directors  truly
claims to be acting in the best interests of stockholders, then, in light of our
increased  offer, it should  immediately  remove the obstacles it has imposed on
our tender offer to allow stockholders to decide the future of their company for
themselves."

IMPORTANT INFORMATION REGARDING THE TENDER OFFER

BZ  Acquisition  Corp.,  a  wholly-owned  subsidiary  of Steel  Partners II, has
commenced a tender  offer to purchase  all of the  outstanding  shares of common
stock (and associated  preferred stock purchase rights) of Bairnco at $13.35 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 Friday,  February 23,
2007, 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 PARTNERS II 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 PARTNERS II BY CONTACTING MACKENZIE PARTNERS,  INC.
TOLL-FREE  AT (800)  322-2885  OR  COLLECT  AT (212)  929-5500  OR VIA  EMAIL AT
BAIRNCO@MACKENZIEPARTNERS.COM.

IMPORTANT INFORMATION REGARDING THE CONSENT SOLICITATION AND PROXY
SOLICITATION

Steel Partners II, together with the other  Participants (as defined below), has
filed a  definitive  consent  solicitation  statement  (as it may be  amended or
supplemented,  the  "Consent  Solicitation  Statement")  and  intends  to file a
preliminary  proxy statement (as it may be amended or  supplemented,  the "Proxy
Statement") with the Securities and Exchange  Commission (the "SEC") relating to
the solicitation of written consents and proxies from Bairnco stockholders.

STEEL  PARTNERS II  STRONGLY  ADVISES  ALL  STOCKHOLDERS  OF BAIRNCO TO READ THE
CONSENT  SOLICITATION  STATEMENT  AND PROXY  STATEMENT AS THEY BECOME  AVAILABLE
BECAUSE THEY  CONTAIN,  OR WILL  CONTAIN,  IMPORTANT  INFORMATION.  SUCH CONSENT




SOLICITATION  STATEMENT IS AVAILABLE AND SUCH PROXY  STATEMENT WILL BE AVAILABLE
AT NO  CHARGE  ON THE SEC'S WEB SITE AT  HTTP://WWW.SEC.GOV.  IN  ADDITION,  THE
PARTICIPANTS   IN  THE   SOLICITATIONS   WILL  PROVIDE  COPIES  OF  THE  CONSENT
SOLICITATION  STATEMENT AND, WHEN IT BECOMES  AVAILABLE,  THE  DEFINITIVE  PROXY
STATEMENT,  WITHOUT CHARGE UPON REQUEST.  REQUESTS FOR COPIES SHOULD BE DIRECTED
TO THE PARTICIPANTS'  SOLICITOR,  MACKENZIE PARTNERS,  INC.,  TOLL-FREE AT (800)
322-2885    OR    COLLECT    AT    (212)    929-5500    OR    VIA    EMAIL    AT
BAIRNCO@MACKENZIEPARTNERS.COM.

THE PARTICIPANTS IN THE CONSENT  SOLICITATION ARE, AND IN THE PROXY SOLICITATION
ARE ANTICIPATED TO BE, STEEL PARTNERS II, STEEL PARTNERS, L.L.C., BZ ACQUISITION
CORP.,  WARREN G.  LICHTENSTEIN,  HUGH F. CULVERHOUSE,  JOHN J. QUICKE,  ANTHONY
BERGAMO AND HOWARD M. LEITNER (COLLECTIVELY,  THE "PARTICIPANTS").  STOCKHOLDERS
OF BAIRNCO MAY OBTAIN INFORMATION REGARDING THE PARTICIPANTS' DIRECT OR INDIRECT
INTERESTS,  BY SECURITY  HOLDINGS OR  OTHERWISE,  IN BAIRNCO BY REFERRING TO THE
CONSENT SOLICITATION STATEMENT.

For additional information:

Media
Jason Booth and Terry Fahn
Sitrick And Company, Inc.
(310) 788-2850

Investors and Analysts
Daniel Sullivan and Bob Sandhu
Mackenzie Partners, Inc.
(212) 929-5500