SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14D-9

Solicitation/Recommendation Statement under
Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 11)

BAIRNCO CORPORATION

(Name of Subject Company)

BAIRNCO CORPORATION

(Name of Person(s) Filing Statement)

Common Stock, par value $0.01 per share
(including the associated Series A Junior Participating Preferred Stock Purchase Rights)
(Title of Class of Securities)

057097107
(CUSIP Number of Class of Securities)

Luke E. Fichthorn, III
Chairman & Chief Executive Officer
Bairnco Corporation
300 Primera Boulevard
Lake Mary, Florida 32746
(407) 875-2222

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)

With Copies to:

Andrew L. Bab, Esq.
John H. Hall, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
(212) 909-6000

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

TABLE OF CONTENTS

	Item 4. The Solicitation or Recommendation
	Item 9. Exhibits
SIGNATURE
EXHIBIT INDEX
EX-A.20: PRESS RELEASE

This Amendment No. 11 amends and supplements the Solicitation/Recommendation Statement on Schedule14D-9 initially filed with the Securities and Exchange Commission (“SEC”) on July 6, 2006, as amended and supplemented by Amendment No.1 filed with the SEC on July 12, 2006, Amendment No. 2 filed with the SEC on July 14, 2006, Amendment No. 3 filed with the SEC on July 28, 2006, Amendment No. 4 filed with the SEC on October 16, 2006 and Amendment No. 5 filed with the SEC on October 20, 2006, and Amendment No. 6 filed with the SEC on January 3, 2007, Amendment No. 7 filed with the SEC on January 17, 2007, Amendment No. 8 filed with the SEC on January 19, 2007, Amendment No. 9 filed with the SEC on January 24, 2007 and Amendment No. 10 filed with the SEC on January 26, 2007 (as amended and supplemented, the “Statement”), by Bairnco Corporation, a Delaware corporation (the “Company” or “Bairnco”) relating to the tender offer by BZ Acquisition Corp., a Delaware corporation (the “Offeror”) and a wholly owned subsidiary of Steel Partners II, L.P. (“Steel Partners”), to purchase all of the issued and outstanding common stock of the Company for $12.00 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions described in the Tender Offer Statement on Schedule TO originally filed by Steel Partners and the Offeror with the SEC on June 22, 2006.

Item 4. The Solicitation or Recommendation.

     (b) Background of the Offer.

The Statement is hereby amended to include the following paragraphs at the end of Item 4(b):

     “On February 1, 2007, the Company distributed a letter to its stockholders and issued a press release in connection therewith. A copy of the press release is filed as an exhibit hereto and incorporated by reference herein.”

Item 9. Exhibits

Item 9 of the Statement is hereby amended and supplemented by adding the following thereto:

Exhibit No.	Description
a(20)	Press release, dated February 1, 2007.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

BAIRNCO CORPORATION
By:	/s/ Luke E. Fichthorn III
	Name:	Luke E. Fichthorn III
	Title:	Chairman and Chief Executive Officer

Dated: February 1, 2007

EXHIBIT INDEX

The following exhibit is filed herewith:

Exhibit No.	Description
a(20)	Press release, dated February 1, 2007.

EX-99.A.20

Exhibit a(20)

BAIRNCO CORPORATION
300 PRIMERA BOULEVARD, SUITE 432
LAKE MARY, FLORIDA 32746
(407) 875-2222

PRESS RELEASE

BAIRNCO CORPORATION SENDS LETTER TO STOCKHOLDERS

Advises Stockholders To Reject Steel Partners’ Inadequate $12.00 Offer
And Opportunistic Efforts To Take Control Of The Company

Lake Mary, Florida, February 1, 2007 – Bairnco Corporation (NYSE: BZ) today announced that it has sent a letter to its stockholders advising them to reject Steel Partners’ efforts to replace Bairnco’s Board of Directors and urging shareholders to return their white consent revocation cards immediately.

Following is the full text of the letter:

Dear Fellow Stockholder:

By now you are likely aware of Steel Partners’ efforts to solicit your written consent to replace Bairnco’s Board of Directors in an attempt to implement their unsolicited $12.00 per share tender for Bairnco’s outstanding common stock. We urge you to protect your investment and reject Steel Partners’ opportunistic efforts to take control of your company at an inadequate price.

Steel Partners’ Offer Dramatically Undervalues Bairnco
And Denies Stockholders Value That Is Rightfully Yours

After an exhaustive review of the $12.00 offer that Steel Partners made over seven months ago, your Board of Directors determined that it was inadequate, opportunistic and not in the best interests of the Company’s stockholders, except Steel Partners. Since that time, despite significant improvements in our performance and prospects, Steel Partners has continued to present shareholders with this substandard offer.

Consider these facts:

§	Steel Partners’ $12.00 per share offer is well below Bairnco’s current trading price levels and more than 14% lower than the stock’s recent 52-week high of $14.00 per share.
§	Steel Partners’ Offer lacks a control premium and fails to reflect current market values, as evidenced by the price-earnings multiples implied by their $12.00 price. Their offer represents valuation multiples of 10.0 to 10.9 times Bairnco’s forecasted 2007 earnings per share of $1.10 to $1.20, as compared to average multiples of 17.5 and 18.4 times projected 2007 earnings for companies in the S&P 600 Small Cap and Russell 2000 indices.
§	Our performance is on a strong upward trajectory. Bairnco management has undertaken significant value-enhancing initiatives that have already begun delivering for shareholders, as

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evidenced by the 38% increase in our 2006 year end diluted earnings per share results as compared to 2005. We have significant momentum in key areas of our business, and earlier this month the Board approved a 43% increase in our quarterly cash dividend to $0.10 per share based on the Company’s strong financial condition and the positive outlook for 2007 and beyond. However, Steel Partners’ Offer, which remains unchanged since June 2006, reflects none of this increase in value.

Don’t Be Fooled By Steel Partners’ Rhetoric & Finger Pointing

It Is Only Meant To Obscure Their Efforts To Acquire Your Company
At A Bargain-Basement Price

Your Board is committed to enhancing shareholder value, while Steel Partners’ interest is in making the best deal possible for Steel Partners. Your Board has always upheld its fiduciary duty to act in the best interests of ALL of the Company’s stockholders and will continue to do so. There is no guarantee that Steel Partners’ slate of nominees would act in a similar manner due to their affiliations with Steel Partners and its representatives.

Let Steel Partners Know You Will Not Be Misled
Into Handing Over Your Company Without A Fair Premium

In order to protect your investment, please sign, date and mail the enclosed WHITE Consent Revocation Card, marking each “Revoke Consent” box immediately. Regardless of the number of shares you own, your revocation of each consent is important. Please act today.

We appreciate your continued support.

On Behalf of the Board of Directors,

Sincerely,

Luke E. Fichthorn, III,
Chairman and CEO
Bairnco Corporation

If you have any questions about revoking any consent you may have previously granted or require assistance, please call:

17 State Street – 10^th Floor
New York, NY 10004
Banks and Brokers Call 212.440.9800
All others call Toll-Free 1.866.695.6077

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IMPORTANT INFORMATION

Bairnco filed a Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the “Schedule 14D-9”) with the Securities and Exchange Commission (“SEC”) on July 6, 2006, regarding Steel Partners’ unsolicited tender offer for all the outstanding shares of Stock of Bairnco for $12.00 per share, net to the sellers in cash, without interest (the “Offer”). Bairnco’s stockholders should read the Schedule 14D-9 (including any amendments or supplements thereto) because these documents contain important information relating to the Offer and the related consent solicitation.

On January 12, 2007, Steel Partners filed a definitive consent solicitation statement with the SEC relating to Steel Partners’ solicitation of consents of Bairnco’s stockholders to, among other things, remove all of Bairnco’s current directors and replace them with Steel Partners’ nominees. On January 24, 2007, Bairnco filed a definitive consent revocation statement on Form DEF 14A (as amended from time to time, the “Consent Revocation Statement”) with the SEC to counter Bairnco’s consent solicitation. Bairnco’s stockholders should read the Consent Revocation Statement (including any amendments or supplements thereto) because it contains additional information important to the stockholders’ interests in the Offer and the related consent solicitation.

The Schedule 14D-9, the Consent Revocation Statement and other public filings made by Bairnco with the SEC are available free of charge at the SEC’s website at www.sec.gov. Bairnco will provide a copy of these materials free of charge at its website at www.bairnco.com.

“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES REFORM ACT OF 1995

Statements in this letter referring to the expected future plans and performance of the Corporation are forward-looking statements. Actual future results may differ materially from such statements. Factors that could affect future performance include, but are not limited to, changes in US or international economic or political conditions, such as inflation or fluctuations in interest or foreign exchange rates; the impact on production output and costs from the availability of energy sources and related pricing; changes in the market for raw or packaging materials which could impact the Corporation’s manufacturing costs; changes in the product mix; changes in the pricing of the products of the Corporation or its competitors; the market demand and acceptance of the Corporation’s existing and new products; the impact of competitive products; the loss of a significant customer or supplier; production delays or inefficiencies; the ability to achieve anticipated revenue growth, synergies and other cost savings in connection with acquisitions and plant consolidations; the costs and other effects of legal and administrative cases and proceedings, settlements and investigations; the costs and other effects of complying with environmental regulatory requirements; disruptions in operations due to labor disputes; and losses due to natural disasters where the Corporation is self-insured. While the Corporation periodically reassesses material trends and uncertainties affecting the Corporation’s results of operations and financial condition in connection with its preparation of its public disclosure, the Corporation does not intend to review or revise any particular forward-looking statement referenced herein in light of future events.

GAAP RECONCILIATION

Bairnco defines EBITDA as income from continuing operations plus (i) interest expense, (ii) income taxes, and (iii) depreciation and amortization expense. Bairnco has historically used EBITDA to assess performance. Bairnco believes that the use of certain adjusted, non-GAAP financial measures such as

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EBITDA, allows management and investors to evaluate and compare core operating results from ongoing operations from period to period in a more meaningful and consistent manner. In addition, Bairnco believes that excluding the unusual professional fees related to the Offer and Steel Partners’ consent solicitation and certain related matters (the “Offer Fees”) and a tax benefit from an increased basis for income tax accounting purposes in certain real property and related improvements booked during the third quarter of 2006 (the “Property Tax Benefit”) more clearly reflects the performance of the Company and permits a consistent comparison of financial statistics across periods. EBITDA as calculated by Bairnco is not necessarily comparable to similarly titled measures reported by other companies. In addition, EBITDA is not prepared in accordance with GAAP, and should not be considered as an alternative to income from continuing operations, operating profit, net cash provided by continuing operations or Bairnco’s other financial information determined under GAAP, and should not be considered as a measure of profitability or liquidity of Bairnco.

The following table reconciles income from continuing operations to adjusted EBITDA and income from continuing operations to adjusted income from continuing operations for each of the respective periods:

	Historical									Forecast
	2003A		2004A		2005A		2006A			2007F
Income from Continuing Operations	$	2.6	$	5.1	$	3.6	$	5.0		$	7.4	—	$	8.2
Interest Expense (Income)		0.8		0.6		0.1		0.7			1.6	—		1.5
Income Taxes		1.2		2.4		1.9		0.4			4.3	—		4.7
Depreciation & Amortization		7.8		7.7		7.5		7.4			8.7	—		8.7
EBITDA	$	12.4	$	15.8	$	13.1		13.5			22.0	—		23.1
Offer Fees		—		—		—		2.2			1.0	—		1.0
Adjusted EBITDA	$	12.4	$	15.8	$	13.1	$	15.7		$	23.0	—	$	24.1
Income from Continuing Operations	$	2.6	$	5.1	$	3.6	$	5.0		$	7.4	—	$	82
Offer Fees, net of tax benefit		—		—		—		1.4			0.7	—		0.7
Property Tax Benefit		—		—		—		(1.6	)		—	—		—
Adjusted Income front Continuing Operations	$	3.8	$	5.2	$	3.6	$	4.8		$	8.1	—	$	8.9
Weighted average diluted common shares outstanding		7,391		7,569		7,613		7,387			7,400	—		7,400
Adjusted diluted earnings per share from continuing operations	$	0.51	$	0.69	$	0.47	$	0.65		$	1.10	—	$	1.20

ADDITIONAL INFORMATION ABOUT BAIRNCO

Bairnco Corporation is a diversified multinational company that operates two distinct businesses – Arlon (Electronic Materials and Coated Materials segments) and Kasco (Replacement Products and Services segment). Arlon’s principal products include high technology materials for the printed circuit board industry, cast and calendered vinyl film systems, custom-engineered laminates and special silicone rubber compounds and components. Kasco’s principal products include replacement band saw blades for cutting meat, fish, wood and metal, and on site maintenance primarily in the meat and deli departments. Kasco also distributes equipment to the food industry in France.

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CONTACTS:

Kenneth L. Bayne, Bairnco Corporation
Telephone: (407) 875-2222, ext. 227

Kim Levy or Shannon Provost, Sard Verbinnen & Co
Telephone: (212) 687-8080

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