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. 17)

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.

Amendment No. 17 to Schedule 14D-9

This Amendment No. 17 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, Amendment No. 10 filed with the SEC on January 26, 2007, Amendment No. 11 filed with the SEC on February 1, 2007, Amendment No. 12 filed with the SEC on February 2, 2007, Amendment No. 13 filed with the SEC on February 15, 2007, Amendment No. 14 filed with the SEC on February 16, 2007, Amendment No. 15 filed with the SEC on February 23, 2007 and Amendment No. 16 filed with the SEC on March 1, 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 $13.50 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 (as amended and supplemented, the “Schedule TO”) originally filed by Steel Partners and the Offeror with the SEC on June 22, 2006.

Item 9. Exhibits

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

Exhibit No.	Description
a(24)	Letter to Employees of Bairnco Corporation, dated February 23, 2007, from Luke E. Fichthorn III, Chairman and Chief Executive Officer of Bairnco Corporation.

1

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/ Ken L. Bayne
		Name:	Ken L. Bayne
		Title:	Vice President, Finance
Dated: March 1, 2007

2

EXHIBIT INDEX

Exhibit No.	Description
a(24)	Letter to Employees of Bairnco Corporation, dated February 23, 2007, from Luke E. Fichthorn III, Chairman and Chief Executive Officer of Bairnco Corporation.

EX-99.A.24

BAIRNCO

MEMORANDUM

DATE:	February 23, 2007
TO:	All Bairnco Employees
FROM:	Luke Fichthorn III, Chairman and CEO
RE:	Steel Partners’ Acquisition of Bairnco
CC:	Bairnco Corporation Board of Directors

Teammates,

Today, I am announcing a positive development in the evolution of Bairnco. We have entered into an agreement under which Steel Partners will acquire Bairnco for $13.50 per share.

This announcement is the outcome of a long process, which began last summer, to review all of the strategic options available to us for creating the strongest possible financial foundation to support the future growth of our Company and enhance shareholder value. The agreement that we’ve reached with Steel Partners is truly a testament to the quality of our people and all that our team has accomplished.

While we have, in the recent past, recommended that stockholders reject Steel Partners’ efforts to acquire the Company, after intense negotiations we have reached a price that the Board unanimously agreed to support. Consequently, we have entered into a merger agreement with Steel Partners’ acquisition company. The transaction is subject to the successful completion of Steel Partners’ tender offer.

Without question, Steel Partners has always acknowledged the value in Bairnco’s businesses — value that comes only from having talented people executing a strategic plan and delivering good products and services to customers day in and day out. After the transaction is closed, the Steel Partners team will work closely with our management teams to determine the best ways to build upon our existing platforms in order to create an even more successful business.

I have enjoyed the opportunity to lead this Company through numerous phases of growth and expansion. There has never been a time in my 18 years as Chairman of Bairnco when I have been as enthusiastic about the prospects for our business and the opportunities available to our Company as I am today.

I thank you for your focus, dedication and patience during these past months and I encourage you to continue to remain focused and continue to grow and build your respective businesses.

Thank you once again for your continued hard work and commitment to our Company. You are a super team and it is fun working with you.

Luke