SC TO-T

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   SCHEDULE TO
                                 (RULE 14D-100)
          TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                            ------------------------

                               BAIRNCO CORPORATION
                            (Name of Subject Company)

                            ------------------------

                              BZ ACQUISITION CORP.
                             STEEL PARTNERS II, L.P.
                       (Names of Filing Persons--Offeror)

                     ---------------------------------------

                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
                         (Title of Class of Securities)

                            -------------------------

                                    057097107
                      (CUSIP Number of Class of Securities)

                            ------------------------

                             WARREN G. LICHTENSTEIN
                             STEEL PARTNERS II, L.P.
                         590 Madison Avenue, 32nd Floor
                               New York, NY 10022
                                 (212) 520-2300
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
                 and Communications on Behalf of Filing Persons)

                                   COPIES TO:
                              STEVEN WOLOSKY, ESQ.
                 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                Park Avenue Tower
                               65 East 55th Street
                            New York, New York 10022
                                 (212) 451-2300


- --------------------------------------------------------------------------------
      TRANSACTION VALUATION*                         AMOUNT OF FILING FEE**

- --------------------------------------------------------------------------------
          $72,820,836.00                                     $7,792

- --------------------------------------------------------------------------------

*     Estimated for purposes of calculating the amount of filing fee only.
      Transaction value derived by




      multiplying 6,068,403 (the maximum number of shares of common stock of
      subject company estimated to be acquired by Offeror) by $12.00 (the
      purchase price per share offered by Offeror).

**    The amount of the filing fee, calculated in accordance with Rule 0-11 of
      the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No.
      5 for fiscal year 2006, equals $107.00 per million dollars of transaction
      value.

[ ]   Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
      and identify the filing with which the offsetting fee was previously paid.
      Identify the previous filing by registration statement number, or the Form
      or Schedule and the date of its filing.

        Amount Previously Paid:   Not applicable.  Filing Party: Not applicable.
        Form or Registration No.: Not applicable.  Date Filed:   Not applicable.

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

      Check the appropriate boxes below to designate any transactions to which
      the statement relates:

      [X]   third-party tender offer subject to Rule 14d-1.

      [ ]   issuer tender offer subject to Rule 13e-4.

      [ ]   going-private transaction subject to Rule 13e-3.

      [ ]   amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer.  [ ]




ITEMS 1 THROUGH 9, AND ITEM 11.

      This Tender Offer Statement on Schedule TO is filed by Steel Partners II,
L.P., a Delaware limited partnership ("Parent"), and BZ Acquisition Corp. (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of Parent.
This Schedule TO relates to the offer by the Purchaser to purchase all
outstanding shares of common stock, par value $0.01 per share (the "Shares"), of
Bairnco Corporation, a Delaware corporation (the "Company"), at $12.00 per
Share, net to the seller in cash, without interest, upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated June 22, 2006 (the
"Offer to Purchase"), and in the related Letter of Transmittal, copies of which
are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"). The information set forth in the Offer to Purchase and the related
Letter of Transmittal is incorporated herein by reference with respect to Items
1 through 9 and 11 of this Schedule TO.

ITEM 10. FINANCIAL STATEMENTS.

      Not applicable.

ITEM 12. EXHIBITS.

      (a)(1)(i)   Offer to Purchase dated June 22, 2006.

      (a)(1)(ii)  Form of Letter of Transmittal.

      (a)(1)(iii) Form of Notice of Guaranteed Delivery.

      (a)(1)(iv)  Form of Letter to Brokers, Dealers, Commercial Banks, Trust
                  Companies and Other Nominees.

      (a)(1)(v)   Form of Letter to Clients for use by Brokers, Dealers,
                  Commercial Banks, Trust Companies and Other Nominees.

      (a)(1)(vi)  Guidelines for Certification of Taxpayer Identification Number
                  on Substitute Form W-9.

      (a)(1)(vii) Form of summary advertisement, dated June 22, 2006.

      (a)(5)(i)   Text of press release issued by Parent, dated June 15, 2006.*

      (a)(5)(ii)  Text of press release issued by Parent, dated June 22, 2006.

      (b)         Not applicable.

      (c)         Not applicable.

      (d)         Joint Filing Agreement by and among Steel Partners II, L.P.,
                  Steel Partners, L.L.C. and Warren G. Lichtenstein dated
                  September 8, 2004.

      (e)         Not applicable.

      (f)         Not applicable.

      (g)         Not applicable.

      (h)         Not applicable.

_______________
*  Previously filed




                                    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.

Dated: June 22, 2006


                                        STEEL PARTNERS II, L.P.

                                        By: Steel Partners, L.L.C.
                                            General Partner

                                        By: /s/ Warren G. Lichtenstein
                                            --------------------------
                                        Name: Warren G. Lichtenstein
                                        Title: Managing Member


                                        BZ ACQUISITION CORP.

                                        By: /s/ Warren G. Lichtenstein
                                            --------------------------
                                        Name: Warren G. Lichtenstein
                                        Title: President




                                  EXHIBIT INDEX

      (a)(1)(i)   Offer to Purchase dated June 22, 2006.

      (a)(1)(ii)  Form of Letter of Transmittal.

      (a)(1)(iii) Form of Notice of Guaranteed Delivery.

      (a)(1)(iv)  Form of Letter to Brokers, Dealers, Commercial Banks, Trust
                  Companies and Other Nominees.

      (a)(1)(v)   Form of Letter to Clients for use by Brokers, Dealers,
                  Commercial Banks, Trust Companies and Other Nominees.

      (a)(1)(vi)  Guidelines for Certification of Taxpayer Identification Number
                  on Substitute Form W-9.

      (a)(1)(vii) Form of summary advertisement, dated June 22, 2006.

      (a)(5)(i)   Text of press release issued by Parent, dated June 15, 2006.*

      (a)(5)(ii)  Text of press release issued by Parent, dated June 22, 2006.

      (b)         Not applicable.

      (c)         Not applicable.

      (d)         Joint Filing Agreement by and among Steel Partners II, L.P.,
                  Steel Partners, L.L.C. and Warren G. Lichtenstein dated
                  September 8, 2004.

      (e)         Not applicable.

      (f)         Not applicable.

      (g)         Not applicable.

      (h)         Not applicable.

_______________
*  Previously filed

EX-99.(A)(1)(I)

                           Offer to Purchase for Cash
                     All Outstanding Shares of Common Stock
                                       of
                               BAIRNCO CORPORATION
                                       at
                              $12.00 Net Per Share
                                       by
                              BZ ACQUISITION CORP.
                          A Wholly Owned Subsidiary of
                             STEEL PARTNERS II, L.P.

     THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
         TIME, ON THURSDAY, JULY 20, 2006, UNLESS THE OFFER IS EXTENDED.

   THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN BEFORE THE EXPIRATION OF THE OFFER A NUMBER OF SHARES
     OF COMMON STOCK, PAR VALUE $0.01 PER SHARE (THE "SHARES"), OF BAIRNCO
CORPORATION (THE "COMPANY"), WHICH, TOGETHER WITH THE SHARES THEN OWNED BY STEEL
  PARTNERS II, L.P. ("PARENT") AND ITS SUBSIDIARIES (INCLUDING BZ ACQUISITION
CORP. (THE "PURCHASER")), REPRESENTS AT LEAST A MAJORITY OF THE TOTAL NUMBER OF
 SHARES OUTSTANDING ON A FULLY DILUTED BASIS, (II) EXPIRATION OR TERMINATION OF
THE APPLICABLE WAITING PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS
 ACT OF 1976 AND (III) PARENT BEING SATISFIED THAT SECTION 203 OF THE DELAWARE
 GENERAL CORPORATION LAW IS INAPPLICABLE TO THE OFFER AND THE POTENTIAL MERGER
                                  THEREAFTER.

   PARENT AND THE PURCHASER MAY SEEK IN THEIR SOLE DISCRETION TO NEGOTIATE A
BUSINESS COMBINATION WITH THE COMPANY. SUBJECT TO APPLICABLE LAW, THE PURCHASER
 RESERVES THE RIGHT TO AMEND THE OFFER (INCLUDING AMENDING THE NUMBER OF SHARES
  TO BE PURCHASED, THE OFFER PRICE AND THE CONSIDERATION TO BE OFFERED IN THE
 PROPOSED MERGER) UPON AND SUBJECT TO ENTERING INTO A MERGER AGREEMENT WITH THE
  COMPANY, OR TO NEGOTIATE A MERGER AGREEMENT WITH THE COMPANY NOT INVOLVING A
 TENDER OFFER PURSUANT TO WHICH THE PURCHASER WOULD TERMINATE THE OFFER AND THE
     SHARES WOULD, UPON CONSUMMATION OF SUCH MERGER, BE CONVERTED INTO THE
       CONSIDERATION NEGOTIATED BY PARENT, THE PURCHASER AND THE COMPANY.

                                    IMPORTANT

      Any stockholder of the Company desiring to tender Shares in the Offer
should either (i) complete and sign the Letter of Transmittal or a facsimile
thereof in accordance with the instructions in the Letter of Transmittal, and
mail or deliver the Letter of Transmittal together with the certificates
representing tendered Shares and all other required documents to American Stock
Transfer & Trust Company, the Depositary for the Offer, or tender such Shares
pursuant to the procedure for book-entry transfer set forth in "The
Offer--Section 3--Book-Entry Delivery" or (ii) request such stockholder's
broker, dealer, commercial bank, trust company or other nominee to effect the
transaction for such stockholder. Stockholders whose Shares are registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
must contact such person if they desire to tender their Shares.

      Any stockholder who desires to tender Shares and whose certificates
representing such Shares are not immediately available, or who cannot comply
with the procedures for book-entry transfer on a timely basis, may tender such
Shares pursuant to the guaranteed delivery procedure set forth in "The
Offer--Section 3--Guaranteed Delivery".

      Questions and requests for assistance may be directed to the Information
Agent at its address and telephone number set forth on the back cover of this
Offer to Purchase. Additional copies of this Offer to Purchase, the Letter
of Transmittal, the Notice of Guaranteed Delivery and other related materials
may be obtained from the Information Agent or from brokers, dealers, commercial
banks and trust companies.

      THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION, AND YOU SHOULD CAREFULLY READ BOTH IN THEIR ENTIRETY
BEFORE MAKING A DECISION WITH RESPECT TO THE OFFER.

June 22, 2006






                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
Summary Term Sheet.......................................................    1
Introduction.............................................................    5
The Offer................................................................    6
     1.   Terms of the Offer.............................................    6
     2.   Acceptance for Payment and Payment.............................    7
     3.   Procedure for Tendering Shares.................................    8
     4.   Withdrawal Rights..............................................   10
     5.   Certain Tax Considerations.....................................   10
     6.   Price Range of Shares; Dividends...............................   11
     7.   Possible Effects of the Offer on the Market for the Shares;
          Stock Exchange Listing; Registration under the Exchange Act....   11
     8.   Certain Information Concerning the Company.....................   12
     9.   Certain Information Concerning the Purchaser and Parent........   12
    10.   Source and Amount of Funds.....................................   13
    11.   Background of the Offer........................................   13
    12.   Purpose of the Offer; Plans for the Company; Statutory
          Requirements; Approval of the Merger; Appraisal Rights.........   14
    13.   Dividends and Distributions....................................   17
    14.   Conditions of the Offer........................................   17
    15.   Certain Legal Matters; Regulatory Approvals....................   20
    16.   Fees and Expenses..............................................   21
    17.   Miscellaneous..................................................   22
Schedule I...............................................................  S-1




                               SUMMARY TERM SHEET

      BZ Acquisition Corp., a wholly owned subsidiary of Steel Partners II,
L.P., is offering to purchase all outstanding shares of common stock, par value
$0.01 per share, of Bairnco Corporation for $12.00 net per share in cash, upon
the terms and subject to the conditions set forth in this Offer to Purchase and
the related Letter of Transmittal. The following are some of the questions you,
as a Bairnco Corporation stockholder, may have and answers to those questions.
This summary term sheet is not meant to be a substitute for the information
contained in the remainder of this Offer to Purchase and the related Letter of
Transmittal, and the information contained in this summary term sheet is
qualified in its entirety by the more detailed descriptions and explanations
contained in this Offer to Purchase and the related Letter of Transmittal. We
urge you to carefully read this entire Offer to Purchase and the related Letter
of Transmittal.

WHO IS OFFERING TO BUY MY SECURITIES?

      Our name is BZ Acquisition Corp. We are a Delaware corporation formed to
serve as an acquisition vehicle with no current operations other than those
incident to the commencement of the offer. We are a wholly owned subsidiary of
Steel Partners II, L.P., a Delaware limited partnership. See "The Offer--Section
9".

WHAT SECURITIES ARE YOU OFFERING TO PURCHASE?

      We are offering to purchase all of the outstanding common stock, par value
$0.01 per share, of Bairnco Corporation. We refer to one share of Bairnco
Corporation common stock as a "share" or "Share". See "Introduction".

HOW MUCH ARE YOU OFFERING TO PAY FOR MY SECURITIES AND WHAT IS THE FORM OF
PAYMENT?

      We are offering to pay you $12.00 per share in cash without brokerage
fees, commissions or, except in certain circumstances, transfer taxes. See
"Introduction".

DO YOU HAVE THE FINANCIAL RESOURCES TO PAY FOR THE SHARES?

      Yes. We will need approximately $72.8 million to purchase all Shares
pursuant to the offer not already owned by Steel Partners II, L.P. and to pay
related fees and expenses. As of June 21, 2006, Steel Partners II, L.P. had cash
and cash equivalents and short-term investments substantially in excess of the
approximately $72.8 million required to acquire the Shares. Accordingly, the
offer is not conditioned upon any financing arrangements. See "The
Offer--Section 10".

IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER IN THE OFFER?

      Because the form of payment for your Shares consists solely of cash and
the purchase of the Shares is not conditioned upon any financing arrangements,
we do not think our financial condition is material to your decision whether to
tender in the offer.

WHAT DOES THE BOARD OF DIRECTORS OF BAIRNCO CORPORATION THINK OF THE OFFER?

      Bairnco Corporation's Board of Directors has not approved this offer or
otherwise commented on it as of the date of this Offer to Purchase. Within 10
business days after the date of this Offer to Purchase, Bairnco Corporation is
required by law to publish, send or give to you (and file with the Securities
and Exchange Commission) a statement as to whether it recommends acceptance or
rejection of the offer, that it has no opinion with respect to the offer or that
it is unable to take a position with respect to the offer.

HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER?

      You have until the expiration date of the offer to tender. The offer
currently is scheduled to expire at 12:00 Midnight, New York City time, on
Thursday, July 20, 2006. We currently expect that the offer will be extended


                                        1



until the principal conditions to the offer, which are described below, are
satisfied. If the offer is extended, we will issue a press release announcing
the extension at or before 9:00 A.M., New York City time, on the next business
day after the date the offer was scheduled to expire. See "The Offer--Section
1".

      We may elect to provide a "subsequent offering period" for the offer. A
subsequent offering period, if one is included, will be an additional period of
time beginning after we have purchased shares tendered during the offer, during
which stockholders may tender, but not withdraw, their shares and receive the
offer consideration. We do not currently intend to include a subsequent offering
period, although we reserve the right to do so. See "The Offer--Section 1".

WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?

      The offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn before the expiration of the offer a number of
shares, which, together with the shares then owned by Steel Partners II, L.P.
and its subsidiaries (including us), represents at least a majority of the total
number of shares outstanding on a fully diluted basis, (ii) expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and (iii) Steel Partners II, L.P. being
satisfied that Section 203 of the Delaware General Corporation Law is
inapplicable to the offer and the potential merger thereafter. See "The
Offer--Section 14".

HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?

      If we decide to extend the offer, we will inform American Stock Transfer &
Trust Company, the depositary for the offer, of that fact and will make a public
announcement of the extension, no later than 9:00 A.M., New York City time, on
the next business day after the date the offer was scheduled to expire. See "The
Offer--Section 1".

HOW DO I TENDER MY SHARES?

      To tender shares, you must deliver the certificates representing your
shares, together with a completed and signed Letter of Transmittal and any other
required documents, to American Stock Transfer & Trust Company, the depositary
for the offer, not later than the time the offer expires. If your shares are
held in street name by your broker, dealer, bank, trust company or other
nominee, such nominee can tender your shares through The Depository Trust
Company. If you cannot deliver everything required to make a valid tender to the
depositary before the expiration of the offer, you may have a limited amount of
additional time by having a financial institution (including most banks, savings
and loan associations and brokerage houses) that is a member of a recognized
Medallion Program approved by The Securities Transfer Association Inc.,
including the Securities Transfer Agents Medallion Program (STAMP), the Stock
Exchange Medallion Program (SEMP) and the New York Stock Exchange, Inc.
Medallion Signature Program (MSP), guarantee, pursuant to a Notice of Guaranteed
Delivery, that the missing items will be received by the depositary within three
business days. However, the depositary must receive the missing items within
that three business day period. See "The Offer--Section 3".

UNTIL WHAT TIME CAN I WITHDRAW TENDERED SHARES?

      You can withdraw tendered shares at any time until the offer has expired,
and, if we have not by August 21, 2006, agreed to accept your shares for
payment, you can withdraw them at any time after such time until we accept
shares for payment. You may not, however, withdraw shares tendered during a
subsequent offering period, if one is included. See "The Offer--Section 4".

HOW DO I WITHDRAW TENDERED SHARES?

      To withdraw shares, you must deliver a written notice of withdrawal, or a
facsimile of one, with the required information to American Stock Transfer &
Trust Company while you have the right to withdraw the shares. See "The
Offer--Section 4".



                                        2



WHEN AND HOW WILL I BE PAID FOR MY TENDERED SHARES?

      Subject to the terms and conditions of the offer, we will pay for all
validly tendered and not withdrawn shares promptly after the expiration of the
offer. See "The Offer--Section 2".

      We will pay for your validly tendered and not withdrawn shares by
depositing the purchase price with American Stock Transfer & Trust Company,
which will act as your agent for the purpose of receiving payments from us and
transmitting such payments to you. In all cases, payment for tendered shares
will be made only after timely receipt by American Stock Transfer & Trust
Company of certificates for such shares (or of a confirmation of a book-entry
transfer of such shares as described in "The Offer--Section 3--Book-Entry
Delivery"), a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) and any other required documents for such shares. See "The
Offer--Section 2".

WILL THE OFFER BE FOLLOWED BY A MERGER IF ALL THE BAIRNCO CORPORATION SHARES ARE
NOT TENDERED IN THE OFFER?

      If we accept for payment and pay for a number of shares, which, together
with the shares then owned by Steel Partners II, L.P. and its subsidiaries
(including us), represents at least a majority of the outstanding shares on a
fully diluted basis, we expect that we (or one of our subsidiaries) will merge
with and into Bairnco Corporation. If that merger takes place, Steel Partners
II, L.P. will own, directly or indirectly, all of the shares and all remaining
stockholders (other than us, Steel Partners II, L.P. and stockholders properly
exercising their appraisal rights) will receive the price per share paid in the
offer. See "The Offer--Section 12--Purpose of the Offer; Plans for the Company".

IF A MAJORITY OF THE SHARES ARE TENDERED AND ACCEPTED FOR PAYMENT, WILL BAIRNCO
CORPORATION CONTINUE AS A PUBLIC COMPANY?

      If the merger takes place, Bairnco Corporation will no longer be publicly
owned. Even if the merger does not take place, if we purchase all the tendered
shares, there may be so few remaining stockholders and publicly held shares that
the shares will no longer be eligible to be traded on a securities exchange,
there may not be a public trading market for the shares, and Bairnco Corporation
may cease making filings with the Securities and Exchange Commission or
otherwise cease being required to comply with the Securities and Exchange
Commission's rules relating to publicly held companies. See "The Offer--Section
7".

IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?

      If the offer is successful, we expect to conclude a merger transaction in
which all shares of Bairnco Corporation will be exchanged for an amount in cash
per share equal to the price per share paid in the offer. If the proposed
second-step merger takes place, stockholders who do not tender in the offer
(other than those properly exercising their appraisal rights) will receive the
same amount of cash per share that they would have received had they tendered
their shares in the offer. Therefore, if such merger takes place, the only
difference between tendering and not tendering shares in the offer is that
tendering stockholders will be paid earlier. If, however, the offer is
consummated and the merger does not take place, the number of stockholders and
shares that are still in the hands of the public may be so small that there will
no longer be an active or liquid public trading market (or, possibly, any public
trading market) for shares held by stockholders other than us, which may affect
prices at which shares trade. Also, as described above, Bairnco Corporation may
cease making filings with the Securities and Exchange Commission or being
required to comply with the Securities and Exchange Commission's rules relating
to publicly held companies. See "The Offer--Section 7".

WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?

      On June 14, 2006, the last full business day before the announcement of
our intention to commence the offer, the last reported sales price of Bairnco
Corporation common stock reported on the New York Stock Exchange was $9.93 per
share. Please obtain a recent quotation for your shares prior to deciding
whether or not to tender.



                                        3



WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATING IN THE OFFER?

      In general, your sale of shares pursuant to the offer will be a taxable
transaction for U.S. federal income tax purposes and may also be a taxable
transaction under applicable state, local or foreign income or other tax laws.
You should consult your tax advisor about the tax consequences to you of
participating in the offer in light of your particular circumstances. See "The
Offer--Section 5".

WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE OFFER?

      You can call MacKenzie Partners, Inc., the information agent for the
offer, at (212) 929-5500 (collect) or (800) 322-2885 (toll-free). See the back
cover of this Offer to Purchase.


                                        4



To the Stockholders of Bairnco Corporation:

                                  INTRODUCTION

      We, BZ Acquisition Corp. (the "Purchaser"), a Delaware corporation and
wholly owned subsidiary of Steel Partners II, L.P., a Delaware limited
partnership ("Parent"), are offering to purchase all outstanding shares of
common stock (the "Common Stock"), par value $0.01 per share (the "Shares"), of
Bairnco Corporation, a Delaware corporation (the "Company"), for $12.00 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in this Offer to Purchase and the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"). Stockholders who have Shares registered in their own
names and tender directly to American Stock Transfer & Trust Company, the
depositary for the Offer (the "Depositary"), will not have to pay brokerage fees
or commissions. Stockholders with Shares held in street name by a broker,
dealer, bank, trust company or other nominee should consult with their nominee
to determine if they charge any transaction fees. Except as set forth in
Instruction 6 of the Letter of Transmittal, stockholders will not have to pay
transfer taxes on the sale of Shares pursuant to the Offer. We will pay all
charges and expenses of the Depositary and MacKenzie Partners, Inc. (the
"Information Agent") incurred in connection with the Offer. See "The
Offer--Section 16".

      The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn before the Expiration Date (as defined below) a
number of Shares, which, together with the Shares then owned by Parent and its
subsidiaries (including us), represents at least a majority of the total number
of Shares outstanding on a fully diluted basis (the "Minimum Tender Condition"),
(ii) expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Condition") and
(iii) Parent being satisfied that Section 203 of the Delaware General
Corporation Law (the "Delaware Law") is inapplicable to the Offer and the
potential merger thereafter (the "Section 203 Condition").

      According to the Company's Quarterly Report on Form 10-Q filed on May 8,
2006 (the "Company 10-Q") with the Securities and Exchange Commission (the
"SEC"), as of April 20, 2006, there were outstanding 7,178,603 Shares. Parent
beneficially owns 1,110,200 Shares, representing approximately 15.5% of the
outstanding Shares.

      The purpose of the Offer is to acquire control of, and the entire equity
interest in, the Company. We currently intend, as soon as practicable after
consummation of the Offer, to seek maximum representation on the Company's Board
of Directors (the "Company Board") and to seek to have the Company consummate a
merger or other similar business combination with us (or one of our
subsidiaries). Under the Delaware Law, if we acquire, pursuant to the Offer or
otherwise, at least 90% of the outstanding Shares, we believe we would be able
to approve a merger or other business combination without a vote of the Company
Board or other stockholders. If we do not acquire at least 90% of the
outstanding Shares, we will have to seek approval of a merger or other business
combination by the Company's stockholders. Approval of a merger or other
business combination requires the affirmative vote of holders of a majority of
the outstanding Shares. Pursuant to such merger or business combination,
outstanding Shares not owned by Parent or its subsidiaries (including us), or
stockholders that properly exercise their appraisal rights, would be converted
into the right to receive cash in an amount equal to the price per Share
provided pursuant to the Offer.

      Parent and the Purchaser may seek in their sole discretion to negotiate a
business combination with the Company. Subject to applicable law, the Purchaser
reserves the right to amend the Offer (including amending the number of Shares
to be purchased, the offer price and the consideration to be offered in the
proposed merger) upon and subject to entering into a merger agreement with the
Company, or to negotiate a merger agreement with the Company not involving a
tender offer pursuant to which the Purchaser would terminate the Offer and the
Shares would, upon consummation of such merger, be converted into the
consideration negotiated by Parent, the Purchaser and the Company.

      This Offer to Purchase and the related Letter of Transmittal contain
important information, and you should carefully read both in their entirety
before you make a decision with respect to the Offer.


                                        5



                                    THE OFFER

      1.    TERMS OF THE OFFER. Upon the terms and subject to the conditions set
forth in the Offer, we will accept for payment and pay for all Shares that are
validly tendered before the Expiration Date and not withdrawn. "Expiration Date"
means 12:00 Midnight, New York City time, on Thursday, July 20, 2006, unless
extended, in which event "Expiration Date" means the latest time and date at
which the Offer, as so extended, shall expire.

      The Offer is subject to the conditions set forth in "The Offer--Section
14", which include, among other things, satisfaction of the Minimum Tender
Condition, the HSR Condition and the Section 203 Condition. If any such
condition is not satisfied, we may (i) terminate the Offer and return all
tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to
withdrawal rights as set forth in "The Offer--Section 4", retain all such Shares
until the expiration of the Offer as so extended, (iii) waive such condition
and, subject to any requirement to extend the period of time during which the
Offer is open, purchase all Shares validly tendered prior to the Expiration Date
and not withdrawn or (iv) delay acceptance for payment or payment for Shares,
subject to applicable law, until satisfaction or waiver of the conditions to the
Offer.

      Subject to any applicable rules and regulations of the SEC, the Purchaser
expressly reserves the right (but will not be obligated), in its sole
discretion, at any time and from time to time, to extend the period during which
the Offer is open for any reason by giving oral or written notice of the
extension to the Depositary and by making a public announcement of the
extension. During any extension, all Shares previously tendered and not
withdrawn will remain subject to the Offer and subject to the right of a
tendering stockholder to withdraw Shares.

      Subject to any applicable rules and regulations of the SEC, including Rule
14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the Purchaser expressly reserves the right to (i) terminate or amend the
Offer if any of the conditions set forth in "The Offer--Section 14" has not been
satisfied or (ii) waive any condition or otherwise amend the Offer in any
respect, in each case, by giving oral or written notice of such termination,
waiver or amendment to the Depositary and by making a public announcement
thereof, as described below. Rule 14e-1(c) under the Exchange Act requires the
Purchaser to pay the consideration offered or return the Shares tendered
promptly after the termination or withdrawal of the Offer.

      If we decrease the percentage of Shares being sought or increase or
decrease the consideration to be paid for Shares pursuant to the Offer and the
Offer is scheduled to expire at any time before the expiration of a period of 10
business days from, and including, the date that notice of such increase or
decrease is first published, sent or given in the manner specified below, the
Offer shall be extended until the expiration of such period of 10 business days.
If we make any other material change in the terms of or information concerning
the Offer or waive a material condition of the Offer, we will extend the Offer,
if required by applicable law, for a period sufficient to allow you to consider
the amended terms of the Offer. In a published release, the SEC has stated that
in its view an offer must remain open for a minimum period of time following a
material change in the terms of such offer and that the waiver of a condition
such as the Minimum Tender Condition is a material change in the terms of an
offer. The release states that an offer should remain open for a minimum of five
business days from the date the material change is first published, sent or
given to stockholders, and that if material changes are made with respect to
information that approaches the significance of price and share levels, a
minimum of 10 business days may be required to allow adequate dissemination and
investor response. "Business day" means any day other than Saturday, Sunday or a
U.S. federal holiday and consists of the time period from 12:01 A.M. through
12:00 Midnight, New York City time.

      If we extend the Offer, are delayed in accepting for payment or paying for
Shares or are unable to accept for payment or pay for Shares pursuant to the
Offer for any reason, then, without prejudice to our rights under the Offer, the
Depositary may, on our behalf, retain all Shares tendered, and such Shares may
not be withdrawn except as provided in "The Offer--Section 4". Our reservation
of the right to delay acceptance for payment of or payment for Shares is subject
to applicable law, which requires that we pay the consideration offered or
return the Shares deposited by or on behalf of stockholders promptly after the
termination or withdrawal of the Offer.

      Any extension, delay, termination, waiver or amendment of the Offer will
be followed as promptly as practicable by a public announcement thereof. Without
limiting the manner in which we may choose to make any public announcement, we
will have no obligation (except as otherwise required by applicable law) to
publish, advertise or otherwise communicate any such public announcement other
than by making a release to the Dow Jones



                                        6



News Service. In the case of an extension of the Offer, we will make a public
announcement of such extension no later than 9:00 A.M., New York City time, on
the next business day after the previously scheduled Expiration Date.

      After the expiration of the Offer, we may, but are not obligated to,
include a subsequent offering period of between three and 20 business days to
permit additional tenders of Shares (a "Subsequent Offering Period"). Pursuant
to Rule 14d-11 under the Exchange Act, we may include a Subsequent Offering
Period so long as, among other things, (i) the Offer remains open for a minimum
of 20 business days and has expired, (ii) we accept and promptly pay for all
Shares validly tendered during the Offer, (iii) we announce the results of the
Offer, including the approximate number and percentage of Shares deposited in
the Offer, no later than 9:00 A.M., New York City time, on the next business day
after the Expiration Date and immediately begin the Subsequent Offering Period
and (iv) we immediately accept and promptly pay for Shares as they are tendered
during the Subsequent Offering Period. In addition, we may extend any initial
Subsequent Offering Period by any period or periods, provided that the aggregate
of the Subsequent Offering Period (including extensions thereof) is no more than
20 business days. No withdrawal rights apply to Shares tendered in a Subsequent
Offering Period, and no withdrawal rights apply during a Subsequent Offering
Period with respect to Shares previously tendered in the Offer and accepted for
payment. The same price paid in the Offer will be paid to stockholders tendering
Shares in the Offer or in a Subsequent Offering Period, if one is included.

      We do not currently intend to include a Subsequent Offering Period,
although we reserve the right to do so. If we elect to include or extend a
Subsequent Offering Period, we will make a public announcement of such inclusion
or extension no later than 9:00 A.M., New York City time, on the next business
day after the Expiration Date or date of termination of any prior Subsequent
Offering Period.

      We have made a request to the Company for its stockholder list and
security position listings for the purpose of disseminating the Offer to holders
of Shares. We will send this Offer to Purchase, the related Letter of
Transmittal and other related documents to record holders of Shares and to
brokers, dealers, banks, trust companies and other nominees whose names appear
on the stockholder list or, if applicable, who are listed as participants in a
clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.

      2.    ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to
the conditions of the Offer, we will accept for payment and pay for all Shares
validly tendered and not withdrawn promptly after the Expiration Date. For a
description of our right to terminate the Offer and not accept for payment or
pay for Shares, see "The Offer--Section 14". If we increase the consideration to
be paid for Shares pursuant to the Offer, we will pay such increased
consideration for all Shares purchased pursuant to the Offer.

      We will pay for Shares accepted for payment pursuant to the Offer by
depositing the purchase price with the Depositary, which will act as your agent
for the purpose of receiving payments from us and transmitting such payments to
you. In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (i) certificates for
such Shares (or a confirmation of a book-entry transfer of such Shares into the
Depositary's account at the Book-Entry Transfer Facility (as defined in "The
Offer--Section 3")), (ii) a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and (iii) any other required documents. For a
description of the procedure for tendering Shares pursuant to the Offer, see
"The Offer--Section 3". Accordingly, payment may be made to tendering
stockholders at different times if delivery of the Shares and other required
documents occurs at different times. Under no circumstances will we pay interest
on the consideration paid for Shares pursuant to the Offer, regardless of any
delay in making such payment.

      For purposes of the Offer, we shall be deemed to have accepted for payment
tendered Shares when, as and if we give oral or written notice of our acceptance
to the Depositary.

      We reserve the right to transfer or assign, in whole or from time to time
in part, to one or more of our affiliates the right to purchase Shares tendered
pursuant to the Offer, but any such transfer or assignment will not relieve us
of our obligations under the Offer or prejudice your rights to receive payment
for Shares validly tendered and accepted for payment.


                                        7



      If any tendered Shares are not purchased pursuant to the Offer for any
reason, or if certificates are submitted for more Shares than are tendered,
certificates for such unpurchased or untendered Shares will be returned (or, in
the case of Shares tendered by book-entry transfer, such Shares will be credited
to an account maintained at the Book-Entry Transfer Facility), without expense
to you, promptly following the expiration or termination of the Offer.

      3.    PROCEDURE FOR TENDERING SHARES.

      VALID TENDER OF SHARES. To tender Shares pursuant to the Offer, either (i)
the Depositary must receive at one of its addresses set forth on the back cover
of this Offer to Purchase (a) a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and any other documents required by the
Letter of Transmittal and (b) certificates for the Shares to be tendered or
delivery of such Shares pursuant to the procedures for book-entry transfer
described below (and a confirmation of such delivery including an Agent's
Message (as defined below) if the tendering stockholder has not delivered a
Letter of Transmittal), in each case by the Expiration Date, or (ii) the
guaranteed delivery procedure described below must be complied with.

      THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS,
INCLUDING THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT YOUR OPTION AND RISK,
AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY.
IF CERTIFICATES FOR SHARES ARE SENT BY MAIL, WE RECOMMEND REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IN TIME TO BE RECEIVED PRIOR TO THE
EXPIRATION DATE.

      The tender of Shares pursuant to any one of the procedures described above
will constitute your acceptance of the Offer, as well as your representation and
warranty that (i) you own the Shares being tendered within the meaning of Rule
14e-4 under the Exchange Act, (ii) the tender of such Shares complies with Rule
14e-4 under the Exchange Act and (iii) you have the full power and authority to
tender, sell, assign and transfer the Shares tendered, as specified in the
Letter of Transmittal. Our acceptance for payment of Shares tendered by you
pursuant to the Offer will constitute a binding agreement between you and us
with respect to such Shares, upon the terms and subject to the conditions of the
Offer.

      BOOK-ENTRY DELIVERY. The Depositary will establish an account with respect
to the Shares for purposes of the Offer at The Depository Trust Company (the
"Book-Entry Transfer Facility") within two business days after the date of this
Offer to Purchase. Any financial institution that is a participant in the system
of the Book-Entry Transfer Facility may deliver Shares by causing the Book-Entry
Transfer Facility to transfer such Shares into the Depositary's account in
accordance with the procedures of the Book-Entry Transfer Facility. However,
although delivery of Shares may be effected through book-entry transfer, the
Letter of Transmittal (or facsimile thereof) properly completed and duly
executed together with any required signature guarantees or an Agent's Message
and any other required documents must, in any case, be received by the
Depositary at one of its addresses set forth on the back cover of this Offer to
Purchase by the Expiration Date, or the guaranteed delivery procedure described
below must be complied with. Delivery of the Letter of Transmittal and any other
required documents to the Book-Entry Transfer Facility does not constitute
delivery to the Depositary. "Agent's Message" means a message, transmitted by
the Book-Entry Transfer Facility to, and received by, the Depositary and forming
a part of a book-entry confirmation stating that the Book-Entry Transfer
Facility has received an express acknowledgment from the participant in the
Book-Entry Transfer Facility tendering the Shares that are the subject of such
book-entry confirmation that such participant has received, and agrees to be
bound by, the terms of the Letter of Transmittal and that the Company may
enforce such agreement against such participant.

      SIGNATURE GUARANTEES. All signatures on a Letter of Transmittal must be
guaranteed by a financial institution (including most banks, savings and loan
associations and brokerage houses) that is a member of a recognized Medallion
Program approved by The Securities Transfer Association Inc., including the
Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange
Medallion Program (SEMP) and the New York Stock Exchange, Inc. Medallion
Signature Program (MSP), or any other "eligible guarantor institution" (as such
term is defined in Rule 17Ad-15 under the Exchange Act) (each an "Eligible
Institution"), unless (i) the Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered therewith and such holder(s) has not completed
the box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on the Letter of Transmittal or (ii) such Shares are
tendered for the account of an Eligible Institution. See Instructions 1 and 5 of
the Letter of Transmittal.


                                        8



      GUARANTEED DELIVERY. If you wish to tender Shares pursuant to the Offer
and cannot deliver such Shares and all other required documents to the
Depositary by the Expiration Date or cannot complete the procedure for delivery
by book-entry transfer on a timely basis, you may nevertheless tender such
Shares if all of the following conditions are met:

      o   such tender is made by or through an Eligible Institution;

      o   a properly completed and duly executed Notice of Guaranteed Delivery
          in the form provided by the Purchaser is received by the Depositary
          (as provided below) by the Expiration Date; and

      o   the certificates for such Shares (or a confirmation of a book-entry
          transfer of such Shares into the Depositary's account at the
          Book-Entry Transfer Facility), together with a properly completed and
          duly executed Letter of Transmittal together with any required
          signature guarantee (or facsimile thereof) or an Agent's Message and
          any other required documents, are received by the Depositary within
          three business days after the date of execution of the Notice of
          Guaranteed Delivery.

      The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by telegram, telex, facsimile transmission or mail to the Depositary and must
include a guarantee by an Eligible Institution in the form set forth in such
Notice.

      BACKUP WITHHOLDING. Under the U.S. federal income tax laws, backup
withholding will apply to any payments made pursuant to the Offer unless you
provide the Depositary with your correct taxpayer identification number and
certify that you are not subject to such backup withholding by completing the
Substitute Form W-9 included in the Letter of Transmittal. If you are a
non-resident alien or foreign entity not subject to backup withholding, you must
give the Depositary a completed Form W-8BEN Certificate of Foreign Status before
receipt of any payment.

      APPOINTMENT OF PROXY. By executing a Letter of Transmittal, you
irrevocably appoint our designees as your proxies in the manner set forth in the
Letter of Transmittal to the full extent of your rights with respect to the
Shares tendered and accepted for payment by us (and any and all other Shares or
other securities issued or issuable in respect of such Shares on or after June
22, 2006). All such proxies are irrevocable and coupled with an interest in the
tendered Shares. Such appointment is effective only upon our acceptance for
payment of such Shares. Upon such acceptance for payment, all prior proxies and
consents granted by you with respect to such Shares and other securities will,
without further action, be revoked, and no subsequent proxies may be given (and,
if previously given, will cease to be effective). Our designees will be
empowered to exercise all your voting and other rights as they, in their sole
discretion, may deem proper at any annual, special or adjourned meeting of the
Company's stockholders. We reserve the right to require that, in order for
Shares to be deemed validly tendered, immediately upon our acceptance for
payment of such Shares, we or our designee must be able to exercise full voting
rights with respect to such Shares and other securities (including voting at any
meeting of stockholders).

      The foregoing proxies are effective only upon acceptance for payment of
Shares pursuant to the Offer. The Offer does not constitute a solicitation of
proxies, absent a purchase of Shares, for any meeting of the Company's
stockholders.

      DETERMINATION OF VALIDITY. We will determine, in our sole discretion, all
questions as to the form of documents and the validity, eligibility (including
time of receipt) and acceptance for payment of any tender of Shares, and our
determination shall be final and binding. We reserve the absolute right to
reject any or all tenders of Shares that we determine not to be in proper form
or the acceptance for payment of or payment for which may, in the opinion of our
counsel, be unlawful. We also reserve the absolute right to waive any defect or
irregularity in any tender of Shares. None of the Parent, Purchaser, the
Depositary, the Information Agent or any other person will be under any duty to
give notification of any defect or irregularity in tenders or waiver of any such
defect or irregularity or incur any liability for failure to give any such
notification.


                                        9



      4.    WITHDRAWAL RIGHTS. You may withdraw tenders of Shares made pursuant
to the Offer at any time before the Expiration Date. Thereafter, such tenders
are irrevocable, except that they may be withdrawn after August 21, 2006, unless
such Shares have been accepted for payment as provided in this Offer to
Purchase. If we extend the period of time during which the Offer is open, are
delayed in accepting for payment or paying for Shares or are unable to accept
for payment or pay for Shares pursuant to the Offer for any reason, then,
without prejudice to our rights under the Offer, the Depositary may, on our
behalf, retain all Shares tendered, and such Shares may not be withdrawn except
as otherwise provided in this Section 4.

      For your withdrawal to be effective, a written, telegraphic, telex or
facsimile transmission notice of withdrawal with respect to the tendered Shares
must be timely received by the Depositary at one of its addresses set forth on
the back cover of this Offer to Purchase, and the notice of withdrawal must
specify the name of the person who tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and the name of the registered holder of
Shares, if different from that of the person who tendered such Shares. If the
Shares to be withdrawn have been delivered to the Depositary, a signed notice of
withdrawal with (except in the case of Shares tendered by an Eligible
Institution) signatures guaranteed by an Eligible Institution must be submitted
before the release of such Shares. In addition, such notice must specify, in the
case of Shares tendered by delivery of certificates, the name of the registered
holder (if different from that of the tendering stockholder) and the serial
numbers shown on the particular certificates evidencing the Shares to be
withdrawn or, in the case of Shares tendered by book-entry transfer, the name
and number of the account at the Book-Entry Transfer Facility to be credited
with the withdrawn Shares. Withdrawals may not be rescinded, and Shares
withdrawn will thereafter be deemed not validly tendered. However, withdrawn
Shares may be retendered by again following one of the procedures described in
"The Offer--Section 3" at any time before the Expiration Date.

      If we include a Subsequent Offering Period (as described in more detail in
"The Offer--Section 1") following the Offer, no withdrawal rights will apply to
Shares tendered in such Subsequent Offering Period and no withdrawal rights
apply during such Subsequent Offering Period with respect to Shares previously
tendered in the Offer and accepted for payment.

      We will determine, in our sole discretion, all questions as to the form
and validity (including time of receipt) of any notice of withdrawal, and our
determination shall be final and binding. None of the Parent, Purchaser, the
Depositary, the Information Agent or any other person will be under any duty to
give notification of any defect or irregularity in any notice of withdrawal or
waiver of any such defect or irregularity or incur any liability for failure to
give any such notification.

      5.    CERTAIN TAX CONSIDERATIONS. THE U.S. FEDERAL INCOME TAX DISCUSSION
SET FORTH BELOW IS INCLUDED FOR GENERAL INFORMATION ONLY AND IS BASED UPON
PRESENT LAW. DUE TO THE INDIVIDUAL NATURE OF TAX CONSEQUENCES, YOU ARE URGED TO
CONSULT YOUR TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO YOU OF THE
OFFER, INCLUDING THE EFFECTS OF APPLICABLE STATE, LOCAL AND OTHER TAX LAWS. The
following discussion may not apply to certain stockholders. For example, the
following discussion may not apply to you if you acquired your Shares pursuant
to the exercise of stock options or other compensation arrangements with the
Company, you are not a citizen or resident of the United States or you are
otherwise subject to special tax treatment under the Internal Revenue Code of
1986, as amended.

      Your sale of Shares pursuant to the Offer will be a taxable transaction
for U.S. federal income tax purposes and may also be a taxable transaction under
applicable state, local and other tax laws. In general, if you tender Shares
pursuant to the Offer, you will recognize gain or loss equal to the difference
between the tax basis of your Shares and the amount of cash received in exchange
therefor. Such gain or loss will be capital gain or loss if you hold the Shares
as capital assets and will be long-term gain or loss if your holding period for
the Shares is more than one year as of the date of the sale of such Shares.

      A stockholder whose Shares are purchased in the Offer may be subject to
backup withholding unless certain information is provided to the Depositary or
an exemption applies. See "The Offer--Section 3--Backup Withholding".


                                       10



      6.    PRICE RANGE OF SHARES; DIVIDENDS. According to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2005 (the "Company
10-K"), the Shares are traded on the New York Stock Exchange under the symbol
BZ. The following table sets forth for the periods indicated the high and low
sales prices per Share on the New York Stock Exchange during each quarter
presented:

            Fiscal Year Ended December 31,
            2004                                 High       Low
                                                ------     -----
                   First Quarter                $ 7.24     $6.00
                   Second Quarter                 9.00      7.11
                   Third Quarter                 11.80      7.84


                   Fourth Quarter                11.90     10.76
            2005
                   First Quarter                 12.21     10.41
                   Second Quarter                11.37      9.90
                   Third Quarter                 11.85     10.20
                   Fourth Quarter                10.81      8.66

      According to the Company 10-K and the Company 10-Q, the Company declared
and paid quarterly cash dividends of $.05 per Share in the first three quarters
of fiscal 2004 and $.06 per Share in the fourth quarter of fiscal 2004 through
the first quarter of fiscal 2006. If we acquire control of the Company, we
currently intend that no dividends will be declared on the Shares prior to the
acquisition of the entire equity interest in the Company.

      On June 14, 2006, the last full business day before the announcement of
our intention to commence the Offer, the last reported sales price of the Common
Stock reported on the New York Stock Exchange was $9.93 per share. Please obtain
a recent quotation for your Shares prior to deciding whether or not to tender.

      7.    POSSIBLE EFFECTS OF THE OFFER ON THE MARKET FOR THE SHARES; STOCK
EXCHANGE LISTING; REGISTRATION UNDER THE EXCHANGE ACT.

      POSSIBLE EFFECTS OF THE OFFER ON THE MARKET FOR THE SHARES. If the merger
of the Company and us (or one of our subsidiaries) is consummated, stockholders
not tendering their Shares in the Offer (other than those properly exercising
their appraisal rights) will receive cash in an amount equal to the price per
Share paid in the Offer. Therefore, if such merger takes place, the only
difference between tendering and not tendering Shares in the Offer is that
tendering stockholders will be paid earlier. If, however, the Offer is
consummated and the merger does not take place, the number of stockholders and
Shares that are still in the hands of the public may be so small that there will
no longer be an active or liquid public trading market (or, possibly, any public
trading market) for Shares held by stockholders other than the Purchaser. We
cannot predict whether the reduction in the number of Shares that might
otherwise trade publicly would have an adverse or beneficial effect on the
market price for, or marketability of, the Shares or whether such reduction
would cause future market prices to be greater or less than the price paid in
the Offer.

      STOCK EXCHANGE LISTING. As stated above, the Shares are presently listed
on the New York Stock Exchange. Depending upon the number of Shares purchased
pursuant to the Offer, the purchase of the Shares by the Purchaser pursuant to
the Offer will reduce the number of Shares that might otherwise trade publicly
and will reduce the number of holders of Shares, which could adversely affect
the liquidity and market value of the remaining Shares held by the public. Even
if the merger is not completed, depending upon the number of Shares tendered to
and purchased by the Purchaser in the Offer, the Shares may no longer meet the
requirements for continued inclusion on the New York Stock Exchange.

      In that event, it is possible that the Shares would continue to trade in
the over-the-counter market and that price or other quotations would be reported
by other sources. The extent of the public market for the Shares and the
availability of such quotations would depend, however, upon such factors as the
number of stockholders and the aggregate market value of the Shares available in
the public market at such time, the interest in maintaining a market in the
Shares on the part of securities firms, the possible termination of registration
under the Exchange Act as described below, and other factors.


                                       11



      REGISTRATION UNDER THE EXCHANGE ACT. The Shares are currently registered
under the Exchange Act. Such registration may be terminated upon application of
the Company to the SEC if the Shares are neither listed on a national securities
exchange nor held by 300 or more holders of record. Termination of the
registration of the Shares under the Exchange Act would substantially reduce the
information required to be furnished by the Company to holders of Shares and to
the SEC and would make certain of the provisions of the Exchange Act, such as
the short-swing profit recovery provisions of Section 16(b), the requirement to
furnish a proxy statement pursuant to Section 14(a) in connection with a
stockholders meeting and the related requirement to furnish an annual report to
stockholders and the requirements of Rule 13e-3 under the Exchange Act with
respect to "going private" transactions, no longer applicable to the Shares.
Furthermore, "affiliates" of the Company and persons holding "restricted
securities" of the Company may be deprived of the ability to dispose of such
securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"). We intend to seek to cause the Company to
terminate registration of the Shares under the Exchange Act as soon after
consummation of the Offer as the requirements for termination of registration of
the Shares are met.

      8.    CERTAIN INFORMATION CONCERNING THE COMPANY. The information
concerning the Company contained in this Offer to Purchase has been taken from
or based upon publicly available documents and records on file with the SEC and
other public sources and is qualified in its entirety by reference thereto. None
of Parent, the Purchaser, the Information Agent or the Depositary can take
responsibility for the accuracy or completeness of the information contained in
such documents and records or for any failure by the Company to disclose events
which may have occurred or may affect the significance or accuracy of any such
information but which are unknown to Parent, the Purchaser, the Information
Agent or the Depositary.

      According to the Company 10-K, the Company was incorporated in the State
of New York on April 19, 1981. Effective September 24, 1991, the Company changed
its state of incorporation from New York to Delaware. The principal executive
offices of the Company are located at 300 Primera Boulevard, Suite 432, Lake
Mary, Florida 32746, and its telephone number is (407) 875-2222. According to
the Company 10-K, the Company operates two core businesses - Arlon and Kasco.
Arlon businesses design, manufacture, and sell engineered materials and
components for the electronic, industrial and commercial markets. These products
are based on common technologies in coating, laminating, polymers, and
dispersion chemistry. Kasco is a leading provider of meat-room products and
maintenance services for the meat and deli departments of supermarkets;
restaurants; meat, poultry and fish processing plants; and manufacturers and
distributors of electrical saws and cutting equipment throughout North America,
Europe, Asia and South America.

      ADDITIONAL INFORMATION. The Company is subject to the informational
requirements of the Exchange Act and in accordance therewith files periodic
reports, proxy statements and other information with the SEC relating to its
business, financial condition and other matters. The Company is required to
disclose in such proxy statements certain information, as of particular dates,
concerning the Company's directors and officers, their remuneration, stock
options granted to them, the principal holders of the Company's securities and
any material interest of such persons in transactions with the Company. Such
reports, proxy statements and other information may be inspected at the public
reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C.
20549. Copies of such material can also be obtained at prescribed rates from the
public reference room of the SEC at 100 F Street, N.E., Washington, D.C. 20549,
or free of charge at the Web site maintained by the SEC at http://www.sec.gov.
Please call the SEC at 1-800-SEC-0330 for further information on the operation
of the public reference room.

      9.    CERTAIN INFORMATION CONCERNING THE PURCHASER AND PARENT. We are a
Delaware corporation formed on June 15, 2006, with principal executive offices
at 590 Madison Avenue, New York, New York 10022. The telephone number of our
principal executive offices is (212) 520-2300. We were formed to serve as an
acquisition vehicle for Parent, with no current operations other than those
incident to the commencement of the Offer. The Purchaser is a wholly owned
subsidiary of Parent.

      Parent is a Delaware limited partnership that invests in the securities of
small cap companies. Warren G. Lichtenstein is Chairman of the Board, Secretary
and the Managing Member of Steel Partners, L.L.C., a Delaware limited liability
company ("Partners LLC"), which in turn is the general partner of Parent. The
principal business of Partners LLC is acting as the general partner of Parent.
The principal occupation of Mr. Lichtenstein is investing in the securities of
small cap companies. The principal business address of Mr. Lichtenstein,
Partners LLC and Parent



                                       12




is 590 Madison Avenue, New York, New York 10022. Collectively, Parent and
Partners LLC are referred to herein as the "Steel Entities." The business
telephone number for each of the Steel Entities is (212) 520-2300.

      Parent beneficially owns 1,110,200 Shares, representing approximately
15.5% of the Company's outstanding Shares. As the general partner of Parent,
Partners LLC may be deemed to beneficially own the 1,110,200 Shares owned by
Parent, representing approximately 15.5% of the Company's outstanding Shares. As
the sole executive officer and managing member of Partners LLC, which in turn is
the general partner of Parent, Mr. Lichtenstein may be deemed to beneficially
own the 1,110,200 Shares owned by Parent, representing approximately 15.5% of
the Company's outstanding Shares.

      The name, business address, principal occupation or employment, five-year
employment history and citizenship of each director and executive officer of the
Steel Entities and the Purchaser and certain other information are set forth on
Schedule I hereto.

      Except as set forth elsewhere in this Offer to Purchase or Schedule I to
this Offer to Purchase: (i) none of the Steel Entities, the Purchaser and, to
the Steel Entities' and the Purchaser's knowledge, the persons listed in
Schedule I hereto or any associate or majority owned subsidiary of the Steel
Entities, the Purchaser or of any of the persons so listed, beneficially owns or
has a right to acquire any Shares or any other equity securities of the Company;
(ii) none of the Steel Entities, the Purchaser and, to the Steel Entities' and
the Purchaser's knowledge, the persons or entities referred to in clause (i)
above has effected any transaction in the Shares or any other equity securities
of the Company during the past 60 days; (iii) none of the Steel Entities, the
Purchaser and, to the Steel Entities' and the Purchaser's knowledge, the persons
listed in Schedule I to this Offer to Purchase, has any contract, arrangement,
understanding or relationship with any other person with respect to any
securities of the Company (including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or the voting
of any such securities, joint ventures, loan or option arrangements, puts or
calls, guaranties of loans, guaranties against loss or the giving or withholding
of proxies, consents or authorizations); (iv) during the two years before the
date of this Offer to Purchase, there have been no transactions between the
Steel Entities, the Purchaser, their subsidiaries or, to the Steel Entities' and
the Purchaser's knowledge, any of the persons listed in Schedule I to this Offer
to Purchase, on the one hand, and the Company or any of its executive officers,
directors or affiliates, on the other hand, that would require reporting under
SEC rules and regulations; and (v) during the two years before the date of this
Offer to Purchase, there have been no contracts, negotiations or transactions
between the Steel Entities, the Purchaser, their subsidiaries or, to the Steel
Entities' and the Purchaser's knowledge, any of the persons listed in Schedule I
to this Offer to Purchase, on the one hand, and the Company or any of its
subsidiaries or affiliates, on the other hand, concerning a merger,
consolidation or acquisition, a tender offer or other acquisition of securities,
an election of directors or a sale or other transfer of a material amount of
assets.

      10.   SOURCE AND AMOUNT OF FUNDS. We will need approximately $72.8 million
to purchase all of the outstanding Shares pursuant to the Offer not already
owned by Parent and to pay related fees and expenses. As of June 21, 2006,
Parent had cash and cash equivalents and short-term investments substantially in
excess of the approximately $72.8 million required to acquire the Shares. The
Purchaser intends to obtain all funds needed for the Offer through a capital
contribution or a loan from Parent. Parent plans to provide the funds for such
capital contribution or loan from its available cash, cash equivalents and
working capital. The Offer is not subject to any financing condition.

      11.   BACKGROUND OF THE OFFER. Below is a background description of
Parent's involvement with the Company.

      Parent commenced investing in Shares of the Company in July 1996. On
February 18, 2003, Parent filed a Schedule 13D with the SEC indicating it owned
572,600 Shares as of February 13, 2003, representing approximately 7.8% of the
Company's then outstanding Shares. Parent subsequently filed amendments to the
Schedule 13D on each of September 8, 2004, September 17, 2004, October 28, 2004
and July 6, 2005 reporting increases in Parent's ownership position to 661,700,
861,700, 940,400 and 1,057,300 Shares, respectively.

      From time to time after the Company's announcement of its quarterly
earnings, representatives of Parent and the Company discussed generally the
operations of the Company and its financial performance. During one telephone
call, representatives of Parent spoke with Luke E. Fichthorn, III, the Chairman
of the Board and Chief Executive Officer of the Company, regarding a potential
strategic transaction involving the Company and Parent (or one of its
affiliates).

      In December 2005, representatives of Parent had a telephone conversation
with Mr. Fichthorn to discuss the Company's 2005 third quarter earnings release.
The call included a more in-depth discussion of the Company's business and
operations, including issues at the Company's recently opened Arlon Coated
Materials San Antonio facility, as well as suggestions to maximize stockholder
value. During this call, Parent's representatives requested to visit some of the
Company's facilities. Parent continued to evaluate its investment in the Company
subsequent to this call.


                                       13



      On January 9, 2006, Parent, which then owned approximately 14.9% of the
outstanding Shares, sent a letter to the Company Board requesting the Company
Board to (i) adopt a resolution exempting Parent from the limitations of Section
203 of the Delaware Law and (ii) recommend a proposal for stockholder approval
at the next annual meeting of stockholders to amend the Company's charter to
elect not to be governed by Section 203. In its letter, Parent wrote, "While
[Section 203] was intended to limit abusive takeover tactics and encourage full
and fair offers, it could also be used as a device by the Board of Directors to
insulate itself from accountability to stockholders. We therefore believe that
if the Board is now truly willing to be held accountable to the stockholders and
is committed to maximizing stockholder value, it will take all necessary steps
to opt out of the restrictions of [Section 203]." In his response dated January
31, 2006, Mr. Fichthorn, on behalf of the Board, denied Parent's request,
claiming that the Company Board believed that a waiver of Section 203 was "not
in the best interest of all the stockholders."

      In response to Parent's request in December 2005, representatives of
Parent and the Company arranged for representatives of Parent to visit certain
Company facilities. In April 2006, representatives of Parent toured the
Company's Arlon Electronic Materials facility located in Rancho Cucamonga, CA
and its Arlon Coated Materials facility located in Santa Ana, CA. Following this
visit, Parent conducted further review of the Company's business and financial
performance, and ultimately determined to pursue the Offer in order to maximize
the value of the Shares.

      12.   PURPOSE OF THE OFFER; PLANS FOR THE COMPANY; STATUTORY REQUIREMENTS;
APPROVAL OF THE MERGER; APPRAISAL RIGHTS.

      PURPOSE OF THE OFFER; PLANS FOR THE COMPANY. The purpose of the Offer is
to acquire control of, and the entire equity interest in, the Company. We
currently intend, as soon as practicable after consummation of the Offer, to
seek maximum representation on the Company Board and to seek to have the Company
consummate a merger or other business combination with us (or one of our
subsidiaries). Pursuant to such merger, the outstanding Shares not owned by
Parent or its subsidiaries (including us), or stockholders that properly
exercise their appraisal rights, would be converted into the right to receive
cash in an amount equal to the price per Share provided pursuant to the Offer.

      If we acquire Shares pursuant to the Offer, depending upon the number of
Shares so acquired and other factors relevant to our equity ownership in the
Company, we may, subsequent to the consummation of the Offer, seek to acquire
additional Shares through open market purchases, privately negotiated
transactions, a tender or exchange offer or other transactions or a combination
of the foregoing on such terms and at such prices as we shall determine, which
may be different from the price paid in the Offer. We also reserve the right to
dispose of Shares that we have acquired or may acquire.

      Whether or not we propose a merger or other similar business combination
with the Company, we currently intend, as soon as practicable after consummation
of the Offer, to seek maximum representation on the Company Board. We intend,
promptly after the consummation of the Offer, to request that some or all of the
current members of the Company Board resign and that our designees be elected to
fill the vacancies so created. Should such request be refused, we intend to take
such action as may be necessary and lawful to secure control of the Company
Board.

      In connection with this Offer, Parent has reviewed and will continue to
review various possible business strategies that it might consider in the event
that the Purchaser acquires control of the Company, whether pursuant to the
Offer or otherwise. Following a review of additional information regarding the
Company, such changes could



                                       14



include, among other things, changes in the Company's business, operations,
personnel, employee benefit plans, corporate structure, capitalization and
management.

      Except as described above or elsewhere in this Offer to Purchase, the
Purchaser has no present plans or proposals that would relate to or result in an
extraordinary corporate transaction involving the Company or any of its
subsidiaries (such as a merger, reorganization, liquidation, relocation of any
operations or sale or other transfer of a material amount of assets), any change
in the Company Board or management, any material change in the Company's
capitalization or dividend policy or any other material change in the Company's
corporate structure or business.

      STATUTORY REQUIREMENTS; APPROVAL OF THE MERGER. Under the Delaware Law and
the Company's Certificate of Incorporation, if the Section 203 Condition is
satisfied, a merger of the Company would require the approval of the Company
Board and the holders of a majority of the outstanding Shares. If we acquire,
pursuant to the Offer or otherwise, a number of Shares which, together with the
Shares then owned by Parent and its subsidiaries (including us), represents at
least a majority of the outstanding Shares we would have sufficient voting power
to approve a merger of the Company without the affirmative vote of any other
stockholder of the Company. In addition, under the Delaware Law, if we acquire,
pursuant to the Offer or otherwise, a number of Shares which, together with the
Shares then owned by Parent and its subsidiaries (including us), represents at
least 90% of the outstanding Shares, we believe we would be able to approve the
merger of the Company without a vote of the Company Board or other stockholders.

      Section 203 could significantly delay our ability to acquire the entire
equity interest in the Company. In general, Section 203 prevents an "interested
stockholder" (generally, a stockholder owning 15% or more of a corporation's
outstanding voting stock or an affiliate or associate thereof) from engaging in
a "business combination" (defined to include a merger or consolidation and
certain other transactions) with a Delaware corporation for a period of three
years following the time on which such stockholder became an interested
stockholder unless (i) prior to such time the corporation's board of directors
approved either the business combination or the transaction which resulted in
such stockholder becoming an interested stockholder, (ii) upon consummation of
the transaction which resulted in such stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the corporation's
voting stock outstanding at the time the transaction commenced (excluding shares
owned by certain employee stock plans and persons who are directors and also
officers of the corporation) or (iii) at or subsequent to such time the business
combination is approved by the corporation's board of directors and authorized
at an annual or special meeting of stockholders, and not by written consent, by
the affirmative vote of at least 66 2/3% of the outstanding voting stock not
owned by the interested stockholder.

      The provisions of Section 203 do not apply to a Delaware corporation if,
among other things, (i) such corporation amends its certificate of incorporation
or bylaws to elect not to be governed by Section 203 by (in addition to any
other required vote) the affirmative vote of a majority of the shares entitled
to vote; provided that such amendment would not be effective until 12 months
after its adoption and would not apply to any business combination between such
corporation and any person who became an interested stockholder on or prior to
its adoption, (ii) such corporation does not have a class of voting stock that
is listed on a national securities exchange, authorized for quotation on Nasdaq
or held of record by more than 2,000 stockholders, unless any of the foregoing
results from action taken, directly or indirectly, by an interested stockholder
or from a transaction in which a person becomes an interested stockholder, or
(iii) the business combination is proposed by an interested stockholder prior to
the consummation or abandonment of, and subsequent to the earlier of the public
announcement or the notice required under Section 203 of, any one of certain
proposed transactions which is with or by a person who was not an interested
stockholder during the previous three years or who became an interested
stockholder with the approval of the corporation's board of directors and is
approved or not opposed by a majority of the board of directors then in office
who were directors prior to any person becoming an interested stockholder during
the previous three years or were recommended for election to succeed such
directors by a majority of such directors.

      Although Parent currently owns in excess of 15% of the outstanding Shares,
it is not an interested stockholder because its ownership of Shares in excess of
the 15% limitation was the result of action taken solely by the Company in the
form of a repurchase of Shares.


                                       15



      The Offer is subject to satisfaction of the Section 203 Condition, which
will be satisfied if, among other things, (i) prior to the acceptance for
payment of Shares pursuant to the Offer, the Company Board approves the Offer or
the proposed merger or (ii) there are validly tendered prior to the Expiration
Date and not withdrawn a number of Shares which, together with the Shares then
owned by us and our affiliates and associates, would represent at least 85% of
the Shares outstanding on the date hereof (excluding Shares owned by certain
employee stock plans and persons who are directors and also officers of the
Company).

      We reserve the right to waive the Section 203 Condition, although there
can be no assurance that we will do so, and we have not determined whether we
would be willing to do so under any circumstances. If we waive such condition
and purchase Shares pursuant to the Offer or otherwise and Section 203 is
applicable, we may nevertheless seek to consummate a merger or other business
combination with the Company. We believe we would be able to cause the
consummation of such a merger or other business combination if Parent and its
subsidiaries (including us) own a majority of the outstanding Shares and (i)
such merger or other business combination is approved by the Company Board and
authorized at an annual or special meeting of stockholders of the Company, and
not by written consent, by the affirmative vote of at least 66 2/3% of the
outstanding Shares not owned by us or our affiliates and associates; or (ii)
such merger or other business combination occurs after the expiration of three
years following the date we became an interested stockholder.

      On the other hand, if we waive the Section 203 Condition and purchase
Shares pursuant to the Offer or otherwise and are prevented by Section 203 from
consummating a merger or other business combination with the Company, we may (i)
determine not to seek to consummate such a merger or other business combination,
(ii) seek to acquire additional Shares in the open market, pursuant to privately
negotiated transactions or otherwise, at prices that may be higher, lower or the
same as the price paid in the Offer or (iii) seek to effect one or more
alternative transactions with or by the Company. We have not determined whether
we would take any of the actions described above under such circumstances.

      Parent believes, among other things, that the Company Board should approve
the Offer and take any other action necessary to render Section 203 inapplicable
to our consummation of a merger or other business combination with the Company.
There can be no assurance that the Company Board will grant such approval or
take such other action. As described above under "The Offer--Section 11", the
Company Board previously denied Parent's request to adopt a resolution exempting
Parent from the limitations of Section 203.

      The exact timing and details of any merger or other similar business
combination involving the Company will necessarily depend upon a variety of
factors, including the number of Shares we acquire pursuant to the Offer. We
currently intend to propose a merger or similar business combination generally
on the terms described above promptly following the Offer.

      APPRAISAL RIGHTS. You do not have appraisal rights as a result of the
Offer. However, if we consummate a merger involving the Company on the terms
described herein, stockholders of the Company who have neither voted in favor of
the merger nor consented thereto in writing, and who otherwise under the
Delaware Law comply with the applicable statutory procedures, will be entitled
to receive a judicial determination of the fair value of their Shares (exclusive
of any element of value arising from the accomplishment or expectation of such
merger) and to receive payment of such fair value in cash, together with a fair
rate of interest, if any (all such Shares collectively, the "Dissenting
Shares"). Any such judicial determination of the fair value of the Dissenting
Shares could be based upon considerations other than or in addition to the price
paid in the Offer and the market value of the Shares. Stockholders should
recognize that the value so determined could be higher or lower than the price
per Share paid pursuant to the Offer or the consideration paid in such a merger.
Moreover, we may argue in an appraisal proceeding that, for purposes of such a
proceeding, the fair value of the Dissenting Shares is less than the price paid
in the Offer.

      If any holder of Shares who demands appraisal under Section 262 of the
Delaware Law fails to perfect, or effectively withdraws or loses his rights to
appraisal as provided in the Delaware Law, the Shares of such stockholder will
be converted into the right to receive the price per Share paid in the Offer. A
stockholder may withdraw his demand for appraisal by delivering to us a written
withdrawal of his demand for appraisal and acceptance of the merger.

                                       16



      Failure to follow the steps required by Section 262 of the Delaware Law
for perfecting appraisal rights may result in the loss of such rights.

      The foregoing discussion is not a complete statement of the Delaware Law
and is qualified in its entirety by reference to the Delaware Law.

      13. DIVIDENDS AND DISTRIBUTIONS. If, on or after June 22, 2006, the
Company should split, combine or otherwise change the Shares or its
capitalization, acquire or otherwise cause a reduction in the number of
outstanding Shares or issue or sell any additional Shares (other than Shares
issued pursuant to and in accordance with the terms in effect on June 21, 2006,
of employee stock options outstanding prior to such date), shares of any other
class or series of capital stock, other voting securities or any securities
convertible into, or options, rights, or warrants, conditional or otherwise, to
acquire, any of the foregoing, then, without prejudice to our rights under "The
Offer--Section 14", we may, in our sole discretion, make such adjustments in the
purchase price and other terms of the Offer as we deem appropriate, including
the number or type of securities to be purchased.

      If, on or after June 22, 2006, the Company should declare or pay any
dividend on the Shares or any distribution with respect to the Shares (including
the issuance of additional Shares or other securities or rights to purchase any
securities) that is payable or distributable to stockholders of record on a date
prior to the transfer to the name of the Purchaser or its nominee or transferee
on the Company's stock transfer records of the Shares purchased pursuant to the
Offer (other than the declaration and payment of the quarterly cash dividend of
$.06 per Share payable on June 30, 2006 to record holders of the Shares on the
close of business on June 5, 2006), then, without prejudice to our rights under
"The Offer--Section 14", (i) the purchase price per Share payable by us pursuant
to the Offer will be reduced to the extent of any such cash dividend or
distribution and (ii) the whole of any such non-cash dividend or distribution to
be received by the tendering stockholders will (a) be received and held by the
tendering stockholders for our account and will be required to be promptly
remitted and transferred by each tendering stockholder to the Depositary for our
account, accompanied by appropriate documentation of transfer or (b) be
exercised for our benefit at our direction, in which case the proceeds of such
exercise will promptly be remitted to us. Pending such remittance and subject to
applicable law, we will be entitled to all rights and privileges as owner of any
such non-cash dividend or distribution or proceeds thereof and may withhold the
entire purchase price payable pursuant to the Offer or deduct from such purchase
price the amount or value thereof, as we determine in our sole discretion.

      14.   CONDITIONS OF THE OFFER. Notwithstanding any other provision of the
Offer, we are not required to accept for payment or, subject to any applicable
rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act
(relating to the Purchaser's obligation to pay for or return tendered Shares
promptly after termination or expiration of the Offer), pay for any Shares, and
may terminate or amend the Offer, if before the Expiration Date the Minimum
Tender Condition, the HSR Condition or the Section 203 Condition shall not have
been satisfied, or if, at any time on or after June 22, 2006 and before
expiration of the Offer, any of the following conditions exist:

      (i) there is threatened, instituted or pending any action or proceeding by
any government, governmental authority or agency or any other person, domestic,
foreign or supranational, before any court or governmental authority or agency,
domestic, foreign or supranational, (a) challenging or seeking to make illegal,
to delay or otherwise, directly or indirectly, to restrain or prohibit the
making of the Offer, the acceptance for payment of or payment for some or all of
the Shares by us or any of our subsidiaries or affiliates or the consummation by
us or any of our subsidiaries or affiliates of a merger or other similar
business combination involving the Company, (b) seeking to obtain material
damages or otherwise directly or indirectly relating to the transactions
contemplated by the Offer or any such merger or other similar business
combination, (c) seeking to restrain or prohibit the exercise of our full rights
of ownership or operation by us or any of our subsidiaries or affiliates of all
or any portion of our business or assets or that of the Company or any of our
and the Company's respective subsidiaries or affiliates or to compel us or any
of our subsidiaries or affiliates to dispose of or hold separate all or any
portion of our business or assets or that of the Company or any of our or the
Company's respective subsidiaries or affiliates, (d) seeking to impose or
confirm limitations on our ability or that of any of our subsidiaries or
affiliates effectively to exercise full rights of ownership of the Shares,
including, without limitation, the right to vote any Shares acquired or owned by
us or any of our subsidiaries or affiliates on all matters properly presented to
the Company's stockholders, (e) seeking to require divestiture by us or any of
our subsidiaries or affiliates of any Shares, (f) seeking any material
diminution in the benefits expected to be derived by us or any of our
subsidiaries or affiliates as a result of the transactions


                                       17




contemplated by the Offer or any merger or other business combination involving
the Company, (g) adversely affecting the financing of the Offer or any merger or
other business combination involving the Company or (h) that otherwise, in our
reasonable judgment, has or may have material adverse significance with respect
to either the value of the Company or any of its subsidiaries or affiliates or
the value of the Shares to us or any of our subsidiaries or affiliates; or

      (ii) any action is taken, or any statute, rule, regulation, injunction,
order or decree is proposed, enacted, enforced, promulgated, issued or deemed
applicable to the Offer, the acceptance for payment of or payment for Shares, or
any merger or other business combination involving the Company, by any court,
government or governmental authority or agency, domestic, foreign or
supranational, or of any applicable foreign statutes or regulations (as in
effect as of June 21, 2006) to the Offer or to any such merger or other business
combination, that, in our reasonable judgment, might, directly or indirectly,
result in any of the consequences referred to in clauses (a) through (h) of
paragraph (i) above; or

      (iii) any change occurs or is threatened (or any development occurs or is
threatened involving a prospective change) in the business, assets, liabilities,
financial condition, capitalization, operations, results of operations or
prospects of the Company or any of its subsidiaries or affiliates that, in our
reasonable judgment, is or may be materially adverse to the Company or any of
its subsidiaries or affiliates, or we become aware of any facts that, in our
reasonable judgment, have or may have material adverse significance with respect
to either the value of the Company or any of its subsidiaries or affiliates or
the value of the Shares to us or any of our subsidiaries or affiliates; or

      (iv) there occurs (a) any general suspension of trading in, or limitation
on prices for, securities on any national securities exchange or in the
over-the-counter market, (b) any decline in either the Dow Jones Industrial
Average, the Standard and Poor's Index of 500 Industrial Companies or the
NASDAQ-100 Index by an amount in excess of 15%, measured from the business day
immediately preceding the commencement date of the Offer, or any change in the
general political, market, economic or financial conditions in the United States
or abroad that, in our reasonable judgment, could have a material adverse effect
on the business, financial condition or results of operations or prospects of
the Company and its subsidiaries, taken as a whole, (c) the declaration of a
banking moratorium or any suspension of payments in respect of banks in the
United States, (d) any material adverse change (or development or threatened
development involving a prospective material adverse change) in U.S. or any
other currency exchange rates or a suspension of, or a limitation on, the
markets therefor, (e) any material adverse change in the market price of the
Shares or in the U.S. securities or financial markets, (f) the commencement of a
war, armed hostilities or other international or national calamity directly or
indirectly involving the United States or any attack on, outbreak or act of
terrorism involving the United States, (g) any limitation (whether or not
mandatory) by any governmental authority or agency on, or any other event that,
in our reasonable judgment, may adversely affect, the extension of credit by
banks or other financial institutions or (h) in the case of any of the foregoing
existing at the time of the commencement of the Offer, a material acceleration
or worsening thereof; or

      (v) (a) a tender or exchange offer for some or all of the Shares has been
publicly proposed to be made or has been made by another person (including the
Company or any of its subsidiaries or affiliates), or has been publicly
disclosed, or we otherwise learn that any person or "group" (as defined in
Section 13(d)(3) of the Exchange Act) has acquired or proposes to acquire
beneficial ownership of more than 5% of any class or series of capital stock of
the Company (including the Shares), through the acquisition of stock, the
formation of a group or otherwise, or is granted any option, right or warrant,
conditional or otherwise, to acquire beneficial ownership of more than 5% of any
class or series of capital stock of the Company (including the Shares) other
than acquisitions for bona fide arbitrage purposes only and other than as
disclosed in a Schedule 13D or 13G on file with the SEC on June 21, 2006, (b)
any such person or group which, prior to June 22, 2006, had filed such a
Schedule with the SEC has acquired or proposes to acquire beneficial ownership
of additional shares of any class or series of capital stock of the Company,
through the acquisition of stock, the formation of a group or otherwise,
constituting 1% or more of any such class or series, or is granted any option,
right or warrant, conditional or otherwise, to acquire beneficial ownership of
additional shares of any class or series of capital stock of the Company
constituting 1% or more of any such class or series, (c) any person or group has
entered into a definitive agreement or an agreement in principle or made a
proposal with respect to a tender or exchange offer or a merger, consolidation
or other business combination with or involving the Company or (d) any person
has filed a Notification and Report Form under the Hart-Scott-


                                       18




Rodino Antitrust Improvements Act of 1976 or made a public announcement
reflecting an intent to acquire the Company or any assets or securities of the
Company; or

      (vi) the Company or any of its subsidiaries has (a) split, combined or
otherwise changed, or authorized or proposed the split, combination or other
change of, the Shares or its capitalization, (b) acquired or otherwise caused a
reduction in the number of, or authorized or proposed the acquisition or other
reduction in the number of, outstanding Shares or other securities, (c) issued
or sold, or authorized or proposed the issuance or sale of, any additional
Shares, shares of any other class or series of capital stock, other voting
securities or any securities convertible into, or options, rights or warrants,
conditional or otherwise, to acquire, any of the foregoing (other than the
issuance of Shares pursuant to and in accordance with the terms in effect on
June 21, 2006 of employee stock options outstanding prior to such date), or any
other securities or rights in respect of, in lieu of, or in substitution or
exchange for any shares of its capital stock, (d) permitted the issuance or sale
of any shares of any class of capital stock or other securities of any
subsidiary of the Company, (e) declared, paid or proposed to declare or pay any
dividend or other distribution on any shares of capital stock of the Company
(other than the declaration and payment of the quarterly cash dividend of $.06
per Share payable on June 30, 2006 to record holders of the Shares on the close
of business on June 5, 2006), (f) altered or proposed to alter any material term
of any outstanding security, issued or sold, or authorized or proposed the
issuance or sale of, any debt securities or otherwise incurred or authorized or
proposed the incurrence of any debt other than in the ordinary course of
business, (g) authorized, recommended, proposed, announced its intent to enter
into or entered into an agreement with respect to or effected any merger,
consolidation, liquidation, dissolution, business combination, acquisition of
assets, disposition of assets or relinquishment of any material contract or
other right of the Company or any of its subsidiaries or any comparable event
not in the ordinary course of business, (h) authorized, recommended, proposed,
announced its intent to enter into or entered into any agreement or arrangement
with any person or group that, in our reasonable judgment, has or may have
material adverse significance with respect to either the value of the Company or
any of its subsidiaries or affiliates or the value of the Shares to us or any of
our subsidiaries or affiliates, (i) entered into or amended any employment,
severance or similar agreement, arrangement or plan with any of its employees
other than in the ordinary course of business or entered into or amended any
such agreements, arrangements or plans so as to provide for increased benefits
to employees as a result of or in connection with the making of the Offer, the
acceptance for payment of or payment for some of or all the Shares by us or our
consummation of any merger or other similar business combination involving the
Company, (j) except as may be required by law, taken any action to terminate or
amend any employee benefit plan (as defined in Section 3(2) of the Employee
Retirement Income Security Act of 1974) of the Company or any of its
subsidiaries, or we shall have become aware of any such action which was not
previously announced or (k) amended, or authorized or proposed any amendment to,
its certificate of incorporation or bylaws (or other similar constituent
documents) or we become aware that the Company or any of its subsidiaries shall
have amended, or authorized or proposed any amendment to, its certificate of
incorporation or bylaws (or other similar constituent documents) which has not
been previously disclosed; or

      (vii) we become aware (a) that any material contractual right of the
Company or any of its subsidiaries has been impaired or otherwise adversely
affected or that any material amount of indebtedness of the Company or any of
its subsidiaries has been accelerated or has otherwise become due or become
subject to acceleration prior to its stated due date, in each case with or
without notice or the lapse of time or both, as a result of or in connection
with the Offer or the consummation by us or any of our subsidiaries or
affiliates of a merger or other similar business combination involving the
Company or (b) of any covenant, term or condition in any instrument or agreement
of the Company or any of its subsidiaries that, in our reasonable judgment, has
or may have material adverse significance with respect to either the value of
the Company or any of its subsidiaries or affiliates or the value of the Shares
to us or any of our subsidiaries or affiliates (including, without limitation,
any event of default that may ensue as a result of or in connection with the
Offer, the acceptance for payment of or payment for some or all of the Shares by
us or our consummation of a merger or other similar business combination
involving the Company); or

      (viii) we or any of our affiliates enters into a definitive agreement or
announces an agreement in principle with the Company providing for a merger or
other similar business combination with the Company or any of its subsidiaries
or the purchase of securities or assets of the Company or any of its
subsidiaries, or we and the Company reach any other agreement or understanding
pursuant to which it is agreed that the Offer will be terminated; or

      (ix) the Company or any of its subsidiaries shall have (a) granted to any
person proposing a merger or other business combination with or involving the
Company or any of its subsidiaries or the purchase of securities or assets


                                       19





of the Company or any of its subsidiaries any type of option, warrant or right
which, in our reasonable judgment, constitutes a "lock-up" device (including,
without limitation, a right to acquire or receive any Shares or other
securities, assets or business of the Company or any of its subsidiaries) or (b)
paid or agreed to pay any cash or other consideration to any party in connection
with or in any way related to any such business combination or purchase; which,
in Parent's or the Purchaser's reasonable judgment, in any such case, and
regardless of the circumstances (including any action or omission by Parent or
the Purchaser) giving rise to any such condition, makes it inadvisable to
proceed with such acceptance for payment or payment.

      The foregoing conditions are for the sole benefit of Parent, the Purchaser
and their affiliates and may be asserted by us or Parent in our reasonable
discretion regardless of the circumstances (excluding any affirmative action or
omission by Parent or us) giving rise to any such conditions or may be waived by
us or Parent in our reasonable discretion in whole or in part at any time or
from time to time before the Expiration Date (provided that all conditions to
the Offer must be satisfied or waived prior to expiration of the Offer). We
expressly reserve the right to waive any of the conditions to the Offer and to
make any change in the terms of or conditions to the Offer. Our failure at any
time to exercise our rights under any of the foregoing conditions shall not be
deemed a waiver of any such right. The waiver of any such right with respect to
particular facts and circumstances shall not be deemed a waiver with respect to
any other facts and circumstances. Each such right shall be deemed an ongoing
right which may be asserted at any time or from time to time. Any determination
made by us concerning the events described in this Section 14 shall be final and
binding upon all parties.

      15.   CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.

      GENERAL. Based on our examination of publicly available information filed
by the Company with the SEC and other publicly available information concerning
the Company, other than any approvals and authorizations associated with the HSR
Condition, we are not aware of any governmental license or regulatory permit
that appears to be material to the Company's business that might be adversely
affected by our acquisition of Shares pursuant to the Offer or, except as set
forth below, of any approval or other action by any government or governmental
administrative or regulatory authority or agency, domestic or foreign, that
would be required for our acquisition or ownership of Shares pursuant to the
Offer. Should any such approval or other action be required or desirable, we
currently contemplate that, except as described below under "State Takeover
Statutes", such approval or other action will be sought. There is, however, no
current intent to delay the purchase of Shares tendered pursuant to the Offer
pending the outcome of any such matter. There can be no assurance that any such
approval or other action, if needed, would be obtained (with or without
substantial conditions) or that if such approvals were not obtained or such
other actions were not taken adverse consequences might not result to the
Company's business or certain parts of the Company's business might not have to
be disposed of, any of which could cause us to elect to terminate the Offer
without the purchase of Shares thereunder. Our obligation under the Offer to
accept for payment and pay for Shares is subject to the conditions set forth in
"The Offer--Section 14".

      ANTITRUST. Under the HSR Act and the rules and regulations that have been
issued by the Federal Trade Commission (the "FTC"), certain acquisition
transactions may not be consummated until certain information and documentary
material has been furnished for review by the Antitrust Division and the FTC and
certain waiting period requirements have been satisfied. The acquisition of
Shares pursuant to the Offer is subject to these requirements. The Purchaser
will file a Premerger Notification and Report Form with the Antitrust Division
and the FTC in connection with the purchase of Shares pursuant to the Offer.

      Under the HSR Act, the purchase of Shares in the Offer may not be
completed until the expiration of a 15-calendar-day waiting period following the
filing by the Purchaser of the Premerger Notification and Report Form with the
FTC and Antitrust Division, unless the waiting period is earlier terminated by
the FTC and the Antitrust Division or we receive a Request for Additional
Information and Documentary Material from the Antitrust Division or the FTC
prior to that time. If either the FTC or the Antitrust Division were to issue a
Request for Additional Information and Documentary Material to us, the waiting
period with respect to the Offer would expire at 11:59 p.m., Eastern time, on
the tenth calendar day after the date of our substantial compliance with that
request. Thereafter, the waiting period could be extended only by court order or
with our consent. The additional 10-calendar-day waiting period may be
terminated sooner by the FTC and the Antitrust Division. Although the Company is
required to file certain information and documentary material with the Antitrust
Division and the FTC in connection with the Offer, neither the Company's failure
to make those filings nor the issuance to the Company



                                       20



by the FTC or the Antitrust Division of a Request for Additional Information and
Documentary Material will extend the waiting period with respect to the Offer.

      The Antitrust Division and the FTC frequently scrutinize the legality
under the antitrust laws of transactions, such as our acquisition of Shares in
the Offer and any merger between us (or one of our subsidiaries) and the
Company. At any time before or after our purchase of Shares, the Antitrust
Division or the FTC could take such action under the antitrust laws that either
deems necessary or desirable in the public interest, including seeking to enjoin
the purchase of Shares in the Offer, the divestiture of Shares purchased
pursuant to the Offer or the divestiture of substantial assets of the Company or
any of its subsidiaries.

      State antitrust authorities and attorneys general, as well as private
parties, in certain circumstances may bring legal action under the antitrust
laws seeking to enjoin the Offer or to impose conditions on the Offer.


      STATE TAKEOVER STATUTES. A number of states have adopted laws which
purport, to varying degrees, to apply to attempts to acquire corporations that
are incorporated in, or which have substantial assets, stockholders, principal
executive offices or principal places of business or whose business operations
otherwise have substantial economic effects in, such states. The Company,
directly or through subsidiaries, conducts business in a number of states
throughout the United States, some of which have enacted such laws. Except as
described herein, we do not know whether any of these laws will, by their terms,
apply to the Offer or any merger or other business combination between us or any
of our subsidiaries or affiliates and the Company, and we have not complied with
any such laws. To the extent that certain provisions of these laws purport to
apply to the Offer or any such merger or other business combination, we believe
that there are reasonable bases for contesting such laws.

      If any government official or third party seeks to apply any state
takeover law to the Offer or any merger or other business combination between us
or any of our subsidiaries or affiliates and the Company, we will take such
action as then appears desirable, which action may include challenging the
applicability or validity of such statute in appropriate court proceedings. If
it is asserted that one or more state takeover statutes is applicable to the
Offer or any such merger or other business combination and an appropriate court
does not determine that it is inapplicable or invalid as applied to the Offer or
any such merger or other business combination, we might be required to file
certain information with, or to receive approvals from, the relevant state
authorities or holders of Shares, and we may be unable to accept for payment or
pay for Shares tendered pursuant to the Offer, or be delayed in continuing or
consummating the Offer or any such merger or other business combination. In such
case, we may not be obligated to accept for payment or pay for any tendered
Shares. See "The Offer--Section 14".

      OTHER. Any merger or other similar business combination that we propose
would also have to comply with any applicable U.S. federal law. In particular,
unless the Shares were deregistered under the Exchange Act prior to such
transaction, if such merger or other business combination were consummated more
than one year after termination of the Offer or did not provide for stockholders
to receive cash for their Shares in an amount at least equal to the price paid
in the Offer, we may be required to comply with Rule 13e-3 under the Exchange
Act. If applicable, Rule 13e-3 would require, among other things, that certain
financial information concerning the Company and certain information relating to
the fairness of the proposed transaction and the consideration offered to
minority stockholders in such a transaction be filed with the SEC and
distributed to such stockholders prior to consummation of the transaction.

      16.   FEES AND EXPENSES. We have retained MacKenzie Partners, Inc. to act
as the information agent and American Stock Transfer & Trust Company to act as
the depositary in connection with the Offer. The Information Agent may contact
holders of Shares by mail, telephone, telex, telegraph and personal interviews
and may request brokers, dealers, banks, trust companies and other nominees to
forward materials relating to the Offer to beneficial owners. The Information
Agent and the Depositary each will receive reasonable and customary compensation
for their respective services, will be reimbursed for certain reasonable
out-of-pocket expenses and will be indemnified against certain liabilities in
connection therewith, including certain liabilities under the U.S. federal
securities laws.

      We will not pay any fees or commissions to any broker or dealer or any
other person (other than the Information Agent and the Depositary) for
soliciting tenders of Shares pursuant to the Offer. Brokers, dealers,



                                       21




banks, trust companies and other nominees will, upon request, be reimbursed by
us for reasonable and necessary costs and expenses incurred by them in
forwarding materials to their customers.

      17.   MISCELLANEOUS. The Offer is not being made to, nor will tenders be
accepted from or on behalf of, holders of Shares in any jurisdiction in which
the making of the Offer or acceptance thereof would not be in compliance with
the laws of such jurisdiction. However, we may, in our sole discretion, take
such action as we may deem necessary to make the Offer in any such jurisdiction
and extend the Offer to holders of Shares in such jurisdiction.

      No person has been authorized to give any information or make any
representation on behalf of Parent or the Purchaser not contained in this Offer
to Purchase or in the Letter of Transmittal and, if given or made, such
information or representation must not be relied upon as having been authorized.


      We have filed with the SEC a Tender Offer Statement on Schedule TO,
together with exhibits, pursuant to Rule 14d-3 under the Exchange Act,
furnishing certain additional information with respect to the Offer. The
Schedule TO and any amendments thereto, including exhibits, may be examined and
copies may be obtained from the offices of the SEC in the manner described in
"The Offer--Section 9" of this Offer to Purchase.

                                        BZ ACQUISITION CORP.
                                        June 22, 2006


                                       22



                                   SCHEDULE I

    DIRECTORS AND EXECUTIVE OFFICERS OF THE STEEL ENTITIES AND THE PURCHASER

      Warren G. Lichtenstein is the sole executive officer and director of the
Steel Entities and the Purchaser.

      The current principal occupation or employment and material occupations,
positions, offices or employment for the past five years of Mr. Lichtenstein are
set forth below. The business address of Mr. Lichtenstein is care of Steel
Partners II, L.P., 590 Madison Avenue, New York, New York 10022. Except as
provided in the Offer to Purchase, Mr. Lichtenstein has not, during the past
five years, (i) been convicted in a criminal proceeding or (ii) been a party to
any judicial or administrative proceeding that resulted in a judgment, decree or
final order enjoining him from future violations of, or prohibiting activities
subject to, U.S. federal or state securities laws, or a finding of any violation
of U.S. federal or state securities laws. Mr. Lichtenstein is a citizen of the
United States.

                                        Current Principal Occupation or
Name                     Age      Employment and Five-Year Employment History
- ----------------------   ---   -------------------------------------------------

Warren G. Lichtenstein    41   Mr. Lichtenstein has been the Chairman of the
                               Board, Secretary and the Managing Member of Steel
                               Partners, L.L.C., the general partner of Steel
                               Partners II, L.P., a private investment
                               partnership, since January 1, 1996 and the
                               President, Chief Executive Officer and a director
                               of Steel Partners, Ltd., a management and
                               advisory company that provides management
                               services to Steel Partners II, L.P. and its
                               affiliates, since June 1999. Mr. Lichtenstein has
                               been a director (currently Chairman of the Board)
                               of United Industrial Corporation, a company
                               principally focused on the design, production and
                               support of defense systems and a manufacturer of
                               combustion equipment for biomass and refuse
                               fuels, since May 2001. Mr. Lichtenstein has been
                               a director of Layne Christensen Company, a
                               provider of products and services for the water,
                               mineral, construction and energy markets, since
                               January 2004. He has been a director of BKF
                               Capital Group, Inc., the parent company of John
                               A. Levin & Co., Inc., an investment management
                               firm, since June 2005. He has served as Chairman
                               of the Board of WHX Corporation, a holding
                               company, since July 2005. Mr. Lichtenstein served
                               as a director of WebFinancial Corporation, a
                               consumer and commercial lender, from 1996 to June
                               2005, as Chairman and Chief Executive Officer
                               from December 1997 to June 2005 and as President
                               from December 1997 through December 2003. He has
                               been a director (currently Chairman of the Board)
                               of SL Industries, Inc., a designer and
                               manufacturer of power electronics, power motion
                               equipment, power protection equipment, and
                               teleprotection and specialized communication
                               equipment, since January 2002 and Chief Executive
                               Officer from February 2002 to August 2005. Mr.
                               Lichtenstein has been a director of KT&G
                               Corporation, South Korea's largest tobacco
                               company, since March 17, 2006.


                                       S-1



      Facsimile copies of the Letter of Transmittal will be accepted. The Letter
of Transmittal and certificates for Shares and any other required documents
should be sent to the Depositary at one of the addresses set forth below:

                        The Depositary for the Offer is:

                       [LOGO] AST American Stock Transfer
                                  & Trust Company


 BY MAIL OR OVERNIGHT COURIER:                                                               BY HAND:

                                                    BY FACSIMILE:
American Stock Transfer & Trust Company    (FOR ELIGIBLE INSTITUTIONS ONLY)   American Stock Transfer & Trust Company
           Operations Center                        (718) 234-5001                Attn: Reorganization Department
    Attn: Reorganization Department                                                       59 Maiden Lane
           6201 15th Avenue                CONFIRM FACSIMILE TRANSMISSION:                Concourse Level
          Brooklyn, NY 11219                     (BY TELEPHONE ONLY)                    New York, NY 10038
                                              Toll Free: (877) 248-6417


      If you have questions or need additional copies of this Offer to Purchase
and the Letter of Transmittal, you can call the Information Agent at its address
and telephone numbers set forth below. You may also contact your broker, dealer,
bank, trust company or other nominee for assistance concerning the Offer.

                     The Information Agent for the Offer is:

                                     [LOGO]
                                    MACKENZIE
                                    PARTNERS, INC.

                               105 Madison Avenue
                               New York, New York
                          (212) 929-5500 (call collect)
                                       or
                          Call Toll-Free (800) 322-2885

                        tenderoffer@mackenziepartners.com

EX-99.(A)(1)(II)

                              LETTER OF TRANSMITTAL
                        TO TENDER SHARES OF COMMON STOCK
                                       OF
                               BAIRNCO CORPORATION
                        PURSUANT TO THE OFFER TO PURCHASE
                               DATED JUNE 22, 2006
                                       OF
                              BZ ACQUISITION CORP.
                          A WHOLLY OWNED SUBSIDIARY OF
                             STEEL PARTNERS II, L.P.

- --------------------------------------------------------------------------------
  THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
        TIME, ON THURSDAY, JULY 20, 2006, UNLESS THE OFFER IS EXTENDED.

- --------------------------------------------------------------------------------

                        THE DEPOSITARY FOR THE OFFER IS:

                       [LOGO] AST American Stock Transfer
                                  & Trust Company

     BY MAIL OR OVERNIGHT COURIER:                      BY HAND:

American Stock Transfer & Trust Company  American Stock Transfer & Trust Company
           Operations Center                 Attn: Reorganization Department
    Attn: Reorganization Department                  59 Maiden Lane
            6201 15th Avenue                         Concourse Level
           Brooklyn, NY 11219                      New York, NY 10038

         ALL QUESTIONS REGARDING THE OFFER SHOULD BE DIRECTED TO THE INFORMATION
AGENT, MACKENZIE PARTNERS, INC., AT ITS ADDRESS AND TELEPHONE NUMBER AS SET
FORTH ON THE BACK COVER PAGE OF THE OFFER TO PURCHASE.

         DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE FOR THE DEPOSITARY, OR TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE
NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

         THIS LETTER OF TRANSMITTAL AND THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.



- --------------------------------------------------------------------------------------------------------------
                                        DESCRIPTION OF SHARES TENDERED
- --------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
 (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S)                             SHARES TENDERED
       APPEAR(S) ON SHARE CERTIFICATE(S))                (PLEASE ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)
- --------------------------------------------------------------------------------------------------------------

                                                                           TOTAL NUMBER OF
                                                                          SHARES REPRESENTED       NUMBER OF
                                                         CERTIFICATE             BY                 SHARES
                                                         NUMBER(S)(1)    CERTIFICATE(S)(1)        TENDERED(2)
                                                        ------------------------------------------------------

                                                        ------------------------------------------------------

                                                        ------------------------------------------------------

                                                        ------------------------------------------------------

                                                        ------------------------------------------------------

                                                        ------------------------------------------------------
                                                         TOTAL SHARES
- --------------------------------------------------------------------------------------------------------------
                                                          (1) NEED NOT BE COMPLETED BY STOCKHOLDERS TENDERING
                                                          BY BOOK-ENTRY TRANSFER.

                                                          (2) UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED
                                                          THAT ALL SHARES REPRESENTED BY ANY CERTIFICATES
                                                          DELIVERED TO THE DEPOSITARY ARE BEING TENDERED. SEE
                                                          INSTRUCTION 4.



                                        1



         This Letter of Transmittal is to be used if certificates are to be
forwarded herewith or, unless an Agent's Message (as defined in the Offer to
Purchase) is utilized, if delivery of Shares (as defined below) is to be made by
book-entry transfer to the Depositary's account at The Depository Trust Company
(the "Book-Entry Transfer Facility") pursuant to the procedures set forth in
Section 3 of the Offer to Purchase.

         Holders of outstanding shares of common stock, par value $0.01 per
share (the "Shares"), of Bairnco Corporation, whose certificates for such Shares
are not immediately available or who cannot deliver such certificates and all
other required documents to the Depositary on or prior to the expiration of the
offer, or who cannot complete the procedure for book-entry transfer on a timely
basis, must tender their Shares according to the guaranteed delivery procedure
set forth in Section 3 of the Offer to Purchase. See Instruction 2. Delivery of
documents to the Book-Entry Transfer Facility does not constitute delivery to
the Depositary.

                     NOTE: SIGNATURES MUST BE PROVIDED BELOW
                 PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY

[ ]  CHECK HERE IF SHARE CERTIFICATES HAVE BEEN MUTILATED, LOST, STOLEN OR
     DESTROYED, SEE INSTRUCTION 8.

[ ]  CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
     THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
     THE FOLLOWING:

      Name of Tendering Institution_____________________________________________

      Account Number____________________________________________________________

      Transaction Code Number___________________________________________________

[ ]  CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
     GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
     FOLLOWING:

      Name(s) of Tendering Stockholder(s)_______________________________________

      Date of Execution of Notice of Guaranteed Delivery ________________ , 2006

      Name of Institution which Guaranteed Delivery_____________________________

      If delivery is by book-entry transfer:

      Name of Tendering Institution_____________________________________________

      Account Number____________________________________________________________

      Transaction Code Number___________________________________________________


                                        2



Ladies and Gentlemen:

         The undersigned hereby tenders to BZ Acquisition Corp. (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of Steel
Partners II, L.P., a Delaware limited partnership, the above-described shares of
common stock, par value $0.01 per share (the "Shares"), of Bairnco Corporation,
a Delaware corporation (the "Company"), pursuant to the Purchaser's offer to
purchase all outstanding Shares at $12.00 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated June 22, 2006, receipt of which is hereby acknowledged, and in this Letter
of Transmittal (which, together with any amendments and supplements thereto,
collectively constitute the "Offer"). The Offer expires at 12:00 Midnight, New
York City time, on Thursday, July 20, 2006, unless extended as described in the
Offer to Purchase (as extended, the "Expiration Date"). The Purchaser reserves
the right to transfer or assign, in whole or from time to time in part, to one
or more of its affiliates the right to purchase Shares tendered pursuant to the
Offer, but any such transfer or assignment will not relieve the Purchaser of its
obligations under the Offer or prejudice your rights to receive payment for
Shares validly tendered and accepted for payment.

         Upon the terms and subject to the conditions of the Offer and effective
upon acceptance for payment of and payment for the Shares tendered herewith, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Purchaser all right, title and interest in and to all the Shares that are being
tendered hereby and any and all non-cash dividends, distributions, rights, other
Shares or other securities issued or issuable in respect of such Shares on or
after June 22, 2006 (collectively, "Distributions") and appoints the Depositary
the true and lawful agent and attorney-in-fact of the undersigned with respect
to such Shares (and any Distributions), with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest), to (i) deliver certificates for such Shares (and any Distributions),
or transfer ownership of such Shares (and any Distributions) on the account
books maintained by The Depository Trust Company (the "Book-Entry Transfer
Facility"), together, in any such case, with all accompanying evidences of
transfer and authenticity, to or upon the order of the Purchaser, (ii) present
such Shares (and any Distributions) for transfer on the books of the Company and
(iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares (and any Distributions), all in accordance with the
terms of the Offer.

         The undersigned hereby irrevocably appoints Warren G. Lichtenstein and
Jack L. Howard, or either of them, the attorneys-in-fact and proxies of the
undersigned, each with full power of substitution, to the full extent of such
stockholder's rights with respect to the Shares tendered hereby which have been
accepted for payment and with respect to any Distributions. Such persons will,
with respect to the Shares (and any associated Distributions) for which the
appointment is effective, be empowered to exercise all voting and any other
rights of such stockholder, as they, in their sole discretion, may deem proper
at any annual, special or adjourned meeting of the stockholders of the Company,
by written consent in lieu of any such meeting or otherwise. This proxy and
power of attorney shall be irrevocable and coupled with an interest in the
tendered Shares. Such appointment is effective upon the acceptance for payment
of such Shares by the Purchaser in accordance with the terms of the Offer. Upon
the effectiveness of such appointment, without further action, all prior powers
of attorney, proxies and consents given by the undersigned with respect to such
Shares (and any associated Distributions) will be revoked and no subsequent
powers of attorney, proxies, consents or revocations may be given (and, if
given, will not be deemed effective). The Purchaser reserves the right to
require that, in order for Shares to be deemed validly tendered, immediately
upon the Purchaser's acceptance for payment of such Shares, the Purchaser must
be able to exercise full voting rights, to the extent permitted under applicable
law, with respect to such Shares (and any associated Distributions), including
voting at any meeting of stockholders.

         The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby (and any Distributions) and that when the same are accepted for
payment by the Purchaser, the Purchaser will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claims. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
Depositary or the Purchaser to be necessary or desirable to complete the sale,
assignment and transfer of the Shares tendered hereby (and any Distributions).
In addition, the undersigned shall promptly remit and transfer to the Depositary
for the account of the Purchaser any and all Distributions in respect of the
Shares tendered hereby, accompanied by appropriate documentation of transfer
and, pending such remittance or appropriate assurance thereof, the Purchaser


                                        3



shall be entitled to all rights and privileges as owner of any such
Distributions and may withhold the entire purchase price payable pursuant to the
Offer or deduct from the purchase price the amount or value thereof, as
determined by the Purchaser in its sole discretion.

         All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the Offer, this
tender is irrevocable.

         The undersigned understands that tenders of Shares pursuant to any one
of the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute an agreement between the undersigned and the
Purchaser upon the terms and subject to the conditions of the Offer.

         Unless otherwise indicated under "Special Payment Instructions", please
issue the check for the purchase price of any Shares purchased, and return any
Shares not tendered or not purchased, in the name(s) of the undersigned (and, in
the case of Shares tendered by book-entry transfer, by credit to the account at
the Book-Entry Transfer Facility). Similarly, unless otherwise indicated under
"Special Delivery Instructions", please mail the check for the purchase price of
any Shares purchased and any certificates for Shares not tendered or not
purchased (and accompanying documents, as appropriate) to the undersigned at the
address shown below the undersigned's signature(s). In the event that both
"Special Payment Instructions" and "Special Delivery Instructions" are
completed, please issue the check for the purchase price of any Shares purchased
and return any Shares not tendered or not purchased in the name(s) of, and mail
said check and any certificates to, the person(s) so indicated. The undersigned
recognizes that the Purchaser has no obligation, pursuant to the "Special
Payment Instructions", to transfer any Shares from the name of the registered
holder(s) thereof if the Purchaser does not accept for payment any of the Shares
so tendered.



______________________________________________________          ___________________________________________________
            SPECIAL PAYMENT INSTRUCTIONS                                   SPECIAL DELIVERY INSTRUCTIONS

          (SEE INSTRUCTIONS 1, 5, 6 AND 7)                               (SEE INSTRUCTIONS 1, 5, 6 AND 7)

      To be completed ONLY if the check for the                      To be completed ONLY if the check for the
 purchase price of Shares purchased (less the amount               purchase price of Shares purchased (less the
   of any federal income and backup withholding tax                   amount of any federal income and backup
 required to be withheld) or certificates for Shares                withholding tax required to be withheld) or
  not tendered or not purchased are to be issued in                 certificates for Shares not tendered or not
   the name of someone other than the undersigned.               purchased are to be mailed to someone other than
                                                                    the undersigned or to the undersigned at an
                                                                      address other than that shown below the
                                                                            undersigned's signature(s).

Issue    [ ]  check          [ ] certificates to:               Mail    [ ]  check        [ ] certificates to:

Name:_________________________________________________          Name:______________________________________________
                      (Please Print)                                                 (Please Print)

Address ______________________________________________          Address ___________________________________________

______________________________________________________          ___________________________________________________

______________________________________________________          ___________________________________________________
                                           (Zip Code)                                                   (Zip Code)

______________________________________________________          ___________________________________________________
            Taxpayer Identification Number                                Taxpayer Identification Number

______________________________________________________
                    Account Number



                                        4



                                    SIGN HERE
                   (PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)


________________________________________________________________________________


________________________________________________________________________________
                         Signature(s) of Stockholder(s)

Dated __________________________________________, 2006

Name(s) ________________________________________________________________________
                                     (Please Print)

Capacity (full title) __________________________________________________________

Address ________________________________________________________________________

________________________________________________________________________________
                                                                     (Zip Code)

Area Code and Telephone Number _________________________________________________

Taxpayer Identification or Social Security Number ______________________________

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, agent, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.)

                            GUARANTEE OF SIGNATURE(S)
                     (IF REQUIRED; SEE INSTRUCTIONS 1 AND 5)
                     (FOR USE BY ELIGIBLE INSTITUTIONS ONLY.
                    PLACE MEDALLION GUARANTEE IN SPACE BELOW)

Name of Firm ___________________________________________________________________

Address ________________________________________________________________________

          ______________________________________________________________________
                                                                    (Zip Code)

Area Code and Telephone Number _________________________________________________


Authorized Signature ___________________________________________________________

Name ___________________________________________________________________________
                                   (Please Print)

Title __________________________________________________________________________

Dated ___________________________________________________________________ , 2006


                                        5



                                  INSTRUCTIONS

              Forming Part of the Terms and Conditions of the Offer

    1.   Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) that is a member of a recognized Medallion Program approved by The
Securities Transfer Association, Inc., including the Securities Transfer Agents
Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the
New York Stock Exchange, Inc. Medallion Signature Program (MSP), or any other
"eligible guarantor institution" (as such term is defined in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended) (each an "Eligible
Institution"). Signatures on this Letter of Transmittal need not be guaranteed
(i) if this Letter of Transmittal is signed by the registered holder(s) (which
term, for purposes of this document, shall include any participant in the
Book-Entry Transfer Facility whose name appears on a security position listing
as the owner of Shares) of the Shares tendered herewith and such holder(s) has
not completed the box entitled "Special Payment Instructions" or the box
entitled "Special Delivery Instructions" on this Letter of Transmittal or (ii)
if such Shares are tendered for the account of an Eligible Institution. See
Instruction 5.

    2.   Delivery of Letter of Transmittal and Shares. This Letter of
Transmittal is to be used either if certificates are to be forwarded herewith
or, unless an Agent's Message is utilized, if delivery of Shares is to be made
by book-entry transfer pursuant to the procedures set forth in Section 3 of the
Offer to Purchase. CERTIFICATES FOR ALL PHYSICALLY DELIVERED SHARES, OR A
CONFIRMATION OF A BOOK-ENTRY TRANSFER INTO THE DEPOSITARY'S ACCOUNT AT THE
BOOK-ENTRY TRANSFER FACILITY OF ALL SHARES DELIVERED ELECTRONICALLY, AS WELL AS
A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL WITH ANY REQUIRED
SIGNATURE GUARANTEES (OR FACSIMILE THEREOF OR, IN THE CASE OF A BOOK-ENTRY
TRANSFER, AN AGENT'S MESSAGE) AND ANY OTHER DOCUMENTS REQUIRED BY THIS LETTER OF
TRANSMITTAL, MUST BE RECEIVED BY THE DEPOSITARY AT ONE OF ITS ADDRESSES SET
FORTH ON THE FRONT PAGE OF THIS LETTER OF TRANSMITTAL BY THE EXPIRATION DATE.

         Stockholders whose certificates for Shares are not immediately
available or who cannot deliver their Shares and all other required documents to
the Depositary by the Expiration Date or who cannot comply with the procedures
for book-entry transfer on a timely basis may nevertheless tender their Shares
pursuant to the guaranteed delivery procedure set forth in Section 3 of the
Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by
or through an Eligible Institution, (ii) a properly completed and duly executed
Notice of Guaranteed Delivery substantially in the form provided by the
Purchaser must be received by the Depositary by the Expiration Date and (iii)
the certificates for all physically delivered Shares, or a confirmation of a
book-entry transfer into the Depositary's account at the Book-Entry Transfer
Facility of all Shares delivered electronically, as well as a properly completed
and duly executed Letter of Transmittal with any required signature guarantees
(or facsimile thereof or, in the case of a book-entry delivery, an Agent's
Message) and any other documents required by this Letter of Transmittal, must be
received by the Depositary within three business days after the date of
execution of such Notice of Guaranteed Delivery, all as provided in Section 3 of
the Offer to Purchase.

         THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS,
INCLUDING THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF
THE TENDERING STOCKHOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE DEPOSITARY. IF CERTIFICATES FOR SHARES ARE SENT BY MAIL, WE
RECOMMEND REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IN
TIME TO BE RECEIVED PRIOR TO THE EXPIRATION DATE.

         No alternative, conditional or contingent tenders will be accepted, and
no fractional Shares will be purchased. By executing this Letter of Transmittal
(or facsimile thereof), the tendering stockholder waives any right to receive
any notice of the acceptance for payment of the Shares.

    3.   Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
schedule attached hereto and separately signed on each page thereof in the same
manner as this Letter of Transmittal is signed.

    4.   Partial Tenders (not applicable to stockholders who tender by
book-entry transfer). If fewer than all the Shares represented by any
certificate delivered to the Depositary are to be tendered, fill in the number
of Shares which are to be tendered in the box entitled "Number of Shares
Tendered". In such case, a new certificate for the


                                        6



remainder of the Shares that were represented by the old certificate but not
tendered will be issued and sent to the person(s) signing this Letter of
Transmittal, unless otherwise provided in the boxes entitled "Special Payment
Instructions" or "Special Delivery Instructions", as the case may be, on this
Letter of Transmittal, as promptly as practicable following the Expiration Date.
All Shares represented by certificates delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated.

    5.   Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificates without alteration, enlargement or any change
whatsoever.

         If any of the Shares tendered hereby is held of record by two or more
persons, all such persons must sign this Letter of Transmittal.

         If any of the Shares tendered hereby are registered in different names
on different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.

         If this Letter of Transmittal is signed by the registered holder(s) of
the Shares tendered hereby, no endorsements of certificates or separate stock
powers are required unless payment of the purchase price is to be made, or
Shares not tendered or not purchased are to be returned, in the name of any
person other than the registered holder(s). Signatures on any such certificates
or stock powers must be guaranteed by an Eligible Institution.

         If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates must be
endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the certificates
for such Shares. Signatures on any such certificates or stock powers must be
guaranteed by an Eligible Institution.

         If this Letter of Transmittal or any certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Purchaser of the authority of such person so to act must be
submitted.

    6.   Stock Transfer Taxes. The Purchaser will pay any stock transfer taxes
with respect to the sale and transfer of any Shares to it or its order pursuant
to the Offer. If, however, payment of the purchase price is to be made to, or
Shares not tendered or not purchased are to be returned in the name of, any
person other than the registered holder(s), or if a transfer tax is imposed for
any reason other than the sale or transfer of Shares to the Purchaser pursuant
to the Offer, then the amount of any stock transfer taxes (whether imposed on
the registered holder(s), such other person or otherwise) will be deducted from
the purchase price unless satisfactory evidence of the payment of such taxes, or
exemption therefrom, is submitted herewith.

    7.   Special Payment and Delivery Instructions. If the check for the
purchase price of any Shares purchased is to be issued, or any Shares not
tendered or not purchased are to be returned, in the name of a person other than
the person(s) signing this Letter of Transmittal or if the check or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to the
person(s) signing this Letter of Transmittal at an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Stockholders tendering Shares by book-entry transfer may request that Shares not
purchased be credited to such account at the Book-Entry Transfer Facility as
such stockholder may designate under "Special Payment Instructions". If no such
instructions are given, any such Shares not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility designated above.

    8.   Lost, Destroyed or Stolen Certificates. If the certificate(s)
representing Shares to be tendered have been mutilated, lost, stolen or
destroyed, stockholders should (i) complete this Letter of Transmittal and check
the appropriate box above and (ii) contact Bairnco Corporation's transfer agent,
Trust Company Bank, immediately by calling toll-free (800) 568-3476. Bairnco
Corporation's transfer agent will provide such holder with all necessary forms
and instructions to replace any such mutilated, lost, stolen or destroyed
certificates. The stockholder may be


                                        7



required to give the Purchaser a bond as indemnity against any claim that may be
made against it with respect to the certificate(s) alleged to have been
mutilated, lost, stolen or destroyed. This Letter of Transmittal and related
documents cannot be processed until the mutilated, lost, stolen or destroyed
certificates have been replaced and the replacement certificates have been
delivered to the Depositary in accordance with the procedures set forth in
Section 3 of the Offer to Purchase and the instructions contained in this Letter
of Transmittal.

    9.   Questions and Requests for Assistance or Additional Copies. Questions
and requests for assistance may be directed to the Information Agent at its
address or telephone numbers set forth below. Additional copies of the Offer to
Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and the
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 may be obtained from the Information Agent or from brokers, dealers,
commercial banks or trust companies.

    10.  Substitute Form W-9. Each tendering stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to certify, under penalties of perjury, that such number is correct and that
such stockholder is not subject to backup withholding of federal income tax. If
a tendering stockholder has been notified by the Internal Revenue Service that
such stockholder is subject to backup withholding, such stockholder must cross
out item (2) of the Certification box of the Substitute Form W-9, unless such
stockholder has since been notified by the Internal Revenue Service that such
stockholder is no longer subject to backup withholding. Failure to provide the
information on the Substitute Form W-9 may subject the tendering stockholder to
a $50 penalty imposed by the Internal Revenue Service and to 28% federal income
tax withholding on the payment of the purchase price of all Shares purchased
from such stockholder. If the tendering stockholder has not been issued a TIN
and has applied for one or intends to apply for one in the near future, such
stockholder should write "Applied For" in the space provided for the TIN in Part
I of the Substitute Form W-9, and sign and date the Substitute Form W-9 and the
Certificate of Awaiting Taxpayer Identification Number. If "Applied For" is
written in Part I and the Depositary is not provided with a TIN within 60 days,
the Depositary will withhold 28% on all payments of the purchase price to such
stockholder until a TIN is provided to the Depositary. Each foreign stockholder
must complete and submit Form W-8 BEN in order to be exempt from the 28% federal
income tax backup withholding due on payments with respect to the Shares.

                            IMPORTANT TAX INFORMATION

         Under the federal income tax law, a stockholder whose tendered Shares
are accepted for purchase is required by law to provide the Depositary with such
stockholder's correct TIN on Substitute Form W-9 below and to certify that such
TIN is correct (or that such stockholder is awaiting a TIN) or otherwise
establish a basis for exemption from backup withholding. If such stockholder is
an individual, the TIN is his or her social security number. If a stockholder
fails to provide a correct TIN to the Depositary, such stockholder may be
subject to a $50 penalty imposed by the Internal Revenue Service. In addition,
payments that are made to such stockholder with respect to Shares purchased
pursuant to the Offer may be subject to backup withholding of 28%.

         Certain stockholders (including, among others, all corporations and
certain foreign individuals) are generally not subject to these backup
withholding and reporting requirements. In order for a foreign individual to
qualify as an exempt recipient, that stockholder must generally submit a Form
W-8BEN, signed under penalties of perjury, attesting to that individual's exempt
status. A Form W-8BEN can be obtained from the Depositary.

         If backup withholding applies, the Depositary is required to withhold
28% of any payments made to the stockholder or payee. Backup withholding is not
an additional tax. Rather, the federal income tax liability of persons subject
to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.

         If backup withholding applies and "Applied For" is written in Part I of
the Substitute Form W-9 and the stockholder has completed the Certificate of
Awaiting Taxpayer Identification Number, the Depositary will retain 28% of any
payment of the purchase price for tendered Shares during the 60-day period
following the date of the Substitute Form W-9. If a stockholder's TIN is
provided to the Depositary within 60 days of the date of the Substitute Form
W-9, payment of such retained amounts will be made to such stockholder. If a
stockholder's TIN is not provided to the Depositary within such 60-day period,
the Depositary will remit such retained amounts to the Internal Revenue Service
as backup withholding and shall withhold 28% of any payment of the purchase
price for


                                        8



the tendered Shares made to such stockholder thereafter unless such stockholder
furnishes a TIN to the Depositary prior to such payment.

PURPOSE OF SUBSTITUTE FORM W-9

         To prevent backup withholding on payments made to a stockholder whose
tendered Shares are accepted for purchase for stockholders other than foreign
persons who provide an appropriate Form W-8BEN, the stockholder should complete
and sign the Substitute Form W-9 included in this Letter of Transmittal and
provide the stockholder's correct TIN and certify, under penalties of perjury,
that the TIN provided on such Form is correct (or that such stockholder is
awaiting a TIN) and that (i) such stockholder is exempt from backup withholding;
(ii) such stockholder has not been notified by the Internal Revenue Service that
such stockholder is subject to backup withholding as a result of failure to
report all interest or dividends; or (iii) the Internal Revenue Service has
notified the stockholder that the stockholder is no longer subject to backup
withholding. The stockholder must sign and date the Substitute Form W-9 where
indicated, certifying that the information on such Form is correct.

WHAT NUMBER TO GIVE THE DEPOSITARY

         The stockholder is required to give the Depositary the social security
number or employer identification number of the record owner of the Shares. If
the Shares are in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which number to report.


                                        9



TO BE COMPLETED BY ALL TENDERING HOLDERS



- -----------------------------------------------------------------------------------------------------------------------

                                 PAYER'S NAME: AMERICAN STOCK TRANSFER & TRUST COMPANY
- -----------------------------------------------------------------------------------------------------------------------

SUBSTITUTE                    PART 1 -- Taxpayer Identification Number -- For all
FORM W-9                      accounts, enter your taxpayer identification number
                              in the box at right. (For most individuals, this is
                              your social security number. If you do not have a
                              number, see  "How to Obtain a TIN"  in the enclosed
                              Guidelines.) Certify by signing and dating below.      __________________________________
DEPARTMENT OF THE TREASURY    Note: If the account is in more than one name, see       Taxpayer Identification Number
INTERNAL REVENUE SERVICE      the chart in the enclosed Guidelines to determine
                              which number to give the payer.

                                                                                     __________________________________
PAYER'S REQUEST FOR                                                                  (IF AWAITING TIN WRITE "APPLIED
TAXPAYER IDENTIFICATION                                                              FOR")
NUMBER (TIN)




________________________________   ____________________________________________________________________________________
Name                               PART 2 -- For Payees Exempt from Backup Withholding, see the enclosed Guidelines and
                                   complete as instructed therein.

________________________________
Address (number and street)        CERTIFICATION Under penalties of perjury, I certify that:

                                   (1) The number shown on this form is my correct Taxpayer Identification Number (or I
________________________________   am waiting for a number to be issued to me), and
City, State and Zip Code

                                   (2) I am not subject to backup withholding because: (a) I am exempt from backup
                                   withholding, or (b) I have not been notified by the Internal Revenue Service (the
                                   "IRS") that I am subject to backup withholding as a result of failure to report all
                                   interest or dividends, or (c) the IRS has notified me that I am no longer subject to
                                   backup withholding.

                                   (3) I am a U.S. person (including a U.S. resident alien).

                                   CERTIFICATION INSTRUCTIONS -- YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE BEEN
                                   NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE YOU
                                   FAILED TO REPORT ALL INTEREST AND DIVIDENDS ON YOUR TAX RETURN. HOWEVER, IF AFTER
                                   BEING NOTIFIED BY THE IRS THAT YOU WERE SUBJECT TO BACKUP WITHHOLDING YOU RECEIVED
                                   ANOTHER NOTIFICATION FROM THE IRS THAT YOU ARE NO LONGER SUBJECT TO BACKUP
                                   WITHHOLDING, DO NOT CROSS OUT ITEM (2). (ALSO SEE INSTRUCTIONS IN THE ENCLOSED
                                   GUIDELINES).


                                  _____________________________________________________________________________________
                                   SIGNATURE

                                   DATE _________________, 2006

- -----------------------------------------------------------------------------------------------------------------------

NOTE:                              FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF
                                   ANY PAYMENTS MADE TO YOU PURSUANT TO THIS OFFER. PLEASE REVIEW THE ENCLOSED
                                   "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM
                                   W-9" FOR ADDITIONAL DETAILS.

NOTE:                              YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING A TAXPAYER
                                   IDENTIFICATION NUMBER



- --------------------------------------------------------------------------------

             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration office or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 28% of all
reportable cash payments made to me thereafter will be withheld until I provide
a taxpayer identification number.


Signature: ______________________________                Date:__________________

- --------------------------------------------------------------------------------


                                       10



         Questions and requests for assistance or additional copies of the Offer
to Purchase, Letter of Transmittal and other tender offer materials may be
directed to the Information Agent as set forth below:

                     THE INFORMATION AGENT FOR THE OFFER IS:

                                    [LOGO]
                                   MACKENZIE
                                   PARTNERS, INC.
                               105 Madison Avenue
                            New York, New York 10016
                          (212) 929-5500 (call collect)
                                       or
                          CALL TOLL-FREE (800) 322-2885
                    E-MAIL: tenderoffer@mackenziepartners.com


                                       11

EX-99.(A)(1)(III)

                          NOTICE OF GUARANTEED DELIVERY

                        TO TENDER SHARES OF COMMON STOCK

                                       OF

                               BAIRNCO CORPORATION

                        PURSUANT TO THE OFFER TO PURCHASE

                               DATED JUNE 22, 2006

                                       OF

                              BZ ACQUISITION CORP.

                          A WHOLLY OWNED SUBSIDIARY OF

                             STEEL PARTNERS II, L.P.

      This form, or a substantially equivalent form, must be used to accept the
Offer (as defined below) if the certificates for shares of common stock, par
value $0.01 per share, of Bairnco Corporation and any other documents required
by the Letter of Transmittal cannot be delivered to the Depositary by the
expiration of the Offer. Such form may be delivered by hand or transmitted by
telegram, telex, facsimile transmission or mail to the Depositary. See Section 3
of the Offer to Purchase.

                        THE DEPOSITARY FOR THE OFFER IS:

                       [LOGO] AST American Stock Transfer
                                  & Trust Company



     BY MAIL OR OVERNIGHT COURIER:                                                           BY HAND:
                                                    BY FACSIMILE:
American Stock Transfer & Trust Company    (FOR ELIGIBLE INSTITUTIONS ONLY)   American Stock Transfer & Trust Company
           Operations Center                        (718) 234-5001                Attn: Reorganization Department
    Attn: Reorganization Department                                                       59 Maiden Lane
           6201 15th Avenue                CONFIRM FACSIMILE TRANSMISSION:                Concourse Level
          Brooklyn, NY 11219                     (BY TELEPHONE ONLY)                    New York, NY 10038
                                              Toll Free: (877) 248-6417


      DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER
THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

      This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.




Ladies and Gentlemen:

      The undersigned hereby tenders to BZ Acquisition Corp. (the "Purchaser"),
a Delaware corporation and a wholly owned subsidiary of Steel Partners II, L.P.
("Parent"), a Delaware limited partnership, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated June 22, 2006, and the
related Letter of Transmittal (which, together with any amendments and
supplements thereto, collectively constitute the "Offer"), receipt of which is
hereby acknowledged, _______ shares of common stock, par value $0.01 per share
(the "Shares"), of Bairnco Corporation, a Delaware corporation, pursuant to the
guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

Certificate Numbers (if available)
                                                          SIGN HERE
___________________________________________
                                             ___________________________________
                                                        Signature(s)

___________________________________________
                                             ___________________________________
                                                   (Name(s))(Please Print)

                                             ___________________________________
                                                        (Address(es))


If delivery will be by book-entry transfer:  ___________________________________
                                                                      (Zip Code)
Name of Tendering Institution


___________________________________________
                                             ___________________________________
                                             (Area Code and Telephone Number(s))

Account Number ____________________________


                                        2



                                    GUARANTEE

                    (NOT TO BE USED FOR SIGNATURE GUARANTEE)

      The undersigned, a firm which is a bank, broker, dealer, credit union,
savings association or other entity which is a member in good standing of a
recognized Medallion Program approved by the Securities Transfer Association
Inc., including the Securities Transfer Agents Medallion Program (STAMP), the
Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange, Inc.
Medallion Signature Program (MSP) or any other "eligible guarantor institution"
(as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended), guarantees (i) that the above named person(s) "own(s)" the
Shares tendered hereby within the meaning of Rule 14e-4 under the Securities
Exchange Act of 1934, (ii) that such tender of Shares complies with Rule 14e-4
and (iii) to deliver to the Depositary the Shares tendered hereby, together with
a properly completed and duly executed Letter(s) of Transmittal (or facsimile(s)
thereof) and certificates for the Shares to be tendered or an Agent's Message
(as defined in the Offer to Purchase) in the case of a book-entry delivery, and
any other required documents, all within three business days of the date hereof.


                   __________________________________________
                                 (Name of Firm)


                   __________________________________________
                                    (Address)


                   __________________________________________
                                   (Zip Code)


                   __________________________________________
                        (Area Code and Telephone Number)


                   __________________________________________
                             (Authorized Signature)


                   __________________________________________
                                     (Name)




                   __________________________________________
                                     (Title)


Dated:_______________, 2006.


                                        3

EX-99.(A)(1)(IV)

                           OFFER TO PURCHASE FOR CASH
                     ALL OUTSTANDING SHARES OF COMMON STOCK
                                       OF
                               BAIRNCO CORPORATION
                                       AT
                              $12.00 NET PER SHARE
                                       BY
                              BZ ACQUISITION CORP.
                          A WHOLLY OWNED SUBSIDIARY OF
                             STEEL PARTNERS II, L.P.

                                                                   June 22, 2006

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

      We have been appointed by BZ Acquisition Corp. (the "Purchaser"), a
Delaware corporation and a wholly owned subsidiary of Steel Partners II, L.P., a
Delaware limited partnership ("Parent"), to act as Information Agent in
connection with its offer to purchase all outstanding shares of common stock,
par value $0.01 per share (the "Shares"), of Bairnco Corporation, a Delaware
corporation (the "Company"), at $12.00 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Purchaser's Offer
to Purchase dated June 22, 2006, and the related Letter of Transmittal (which,
together with any amendments and supplements thereto, collectively constitute
the "Offer").

      For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:

      1.  Offer to Purchase dated June 22, 2006;

      2.  Letter of Transmittal, including a Substitute Form W-9, for your use
          and for the information of your clients;

      3.  Notice of Guaranteed Delivery to be used to accept the Offer if the
          Shares and all other required documents cannot be delivered to
          American Stock Transfer & Trust Company, the Depositary for the Offer,
          by the expiration of the Offer;

      4.  A form of letter which may be sent to your clients for whose accounts
          you hold Shares registered in your name or in the name of your
          nominee, with space provided for obtaining such clients' instructions
          with regard to the Offer;

      5.  Guidelines for Certification of Taxpayer Identification Number on
          Substitute Form W-9 providing information relating to backup federal
          income tax withholding; and

      6.  Return envelope addressed to the Depositary.

      WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

      THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, JULY 20, 2006, UNLESS THE OFFER IS EXTENDED.

      The Purchaser will not pay any fees or commissions to any broker, dealer
or other person (other than the Information Agent and the Depositary as
described in the Offer to Purchase) for soliciting tenders of Shares pursuant to
the Offer. The Purchaser will, however, upon request, reimburse brokers,
dealers, banks and trust companies for reasonable and necessary costs and
expenses incurred by them in forwarding




materials to their customers. The Purchaser will pay all stock transfer taxes
applicable to its purchase of Shares pursuant to the Offer, subject to
Instruction 6 of the Letter of Transmittal.

      In order to accept the Offer, a duly executed and properly completed
Letter of Transmittal and any required signature guarantees, or an Agent's
Message (as defined in the Offer to Purchase) in connection with a book-entry
delivery of Shares, and any other required documents, should be sent to the
Depositary by 12:00 Midnight, New York City time, on Thursday, July 20, 2006.

      Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from, the
undersigned at the address and telephone number set forth on the back cover of
the Offer to Purchase.


                                             Very truly yours,

                                             MacKenzie Partners, Inc.

      NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF BZ ACQUISITION CORP., STEEL PARTNERS II, L.P., THE INFORMATION
AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE
OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED
THEREIN.


                                        2

EX-99.(A)(1)(V)

                           OFFER TO PURCHASE FOR CASH
                     ALL OUTSTANDING SHARES OF COMMON STOCK
                                       OF
                               BAIRNCO CORPORATION
                                       AT
                              $12.00 NET PER SHARE
                                       BY
                              BZ ACQUISITION CORP.
                          A WHOLLY OWNED SUBSIDIARY OF
                             STEEL PARTNERS II, L.P.

                                                                   June 22, 2006

To Our Clients:

      Enclosed for your consideration are the Offer to Purchase dated June 22,
2006 and the related Letter of Transmittal (which, together with any amendments
and supplements thereto, collectively constitute the "Offer") in connection with
the Offer by BZ Acquisition Corp. (the "Purchaser"), a Delaware corporation and
a wholly owned subsidiary of Steel Partners II, L.P. ("Parent"), a Delaware
limited partnership, to purchase for cash all outstanding shares of common
stock, par value $0.01 per share (the "Shares"), of Bairnco Corporation, a
Delaware corporation (the "Company"). We are the holder of record of Shares held
for your account. A tender of such Shares can be made only by us as the holder
of record and pursuant to your instructions. The Letter of Transmittal is
furnished to you for your information only and cannot be used by you to tender
Shares held by us for your account.

      We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.

      Your attention is directed to the following:

      1.  The tender price is $12.00 per Share, net to you in cash.

      2.  The Offer and withdrawal rights expire at 12:00 Midnight, New York
          City time, on Thursday, July 20, 2006, unless extended (as extended,
          the "Expiration Date").

      3.  The Offer is conditioned upon, among other things, (i) there being
          validly tendered and not withdrawn before the Expiration Date a number
          of Shares, which, together with the Shares then owned by Parent and
          its subsidiaries (including the Purchaser), represents at least a
          majority of the total number of Shares outstanding on a fully diluted
          basis, (ii) expiration or termination of the applicable waiting period
          under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and
          (iii) Parent being satisfied that Section 203 of the Delaware General
          Corporation Law is inapplicable to the Offer and the potential merger
          thereafter. The Offer is not conditioned upon Parent or the Purchaser
          obtaining financing.

      4.  Any stock transfer taxes applicable to the sale of Shares to the
          Purchaser pursuant to the Offer will be paid by the Purchaser, except
          as otherwise provided in Instruction 6 of the Letter of Transmittal.

      If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing, detaching and returning to us the
instruction form below. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise




specified on the instruction form. Your instructions should be forwarded to us
in ample time to permit us to submit a tender on your behalf by the Expiration
Date.

      The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction.

      Payment for Shares purchased pursuant to the Offer will in all cases be
made only after timely receipt by American Stock Transfer & Trust Company (the
"Depositary") of (i) certificates representing the Shares tendered or timely
confirmation of the book-entry transfer of such Shares into the account
maintained by the Depositary at The Depository Trust Company (the "Book-Entry
Transfer Facility"), pursuant to the procedures set forth in Section 3 of the
Offer to Purchase, (ii) the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees, or
an Agent's Message (as defined in the Offer to Purchase) in connection with a
book-entry delivery, and (iii) any other documents required by the Letter of
Transmittal. Accordingly, payment may not be made to all tendering stockholders
at the same time depending upon when certificates for Shares or confirmations of
book-entry transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility are actually received by the Depositary.


                                        2



                        INSTRUCTION FORM WITH RESPECT TO
                           OFFER TO PURCHASE FOR CASH
                     ALL OUTSTANDING SHARES OF COMMON STOCK
                                       OF
                               BAIRNCO CORPORATION
                                       BY
                              BZ ACQUISITION CORP.
                          A WHOLLY OWNED SUBSIDIARY OF
                             STEEL PARTNERS II, L.P.

      The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated June 22, 2006, and the related Letter of Transmittal, in
connection with the offer by BZ Acquisition Corp. to purchase all outstanding
shares of common stock, par value $0.01 per share (the "Shares"), of Bairnco
Corporation.

      This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.


Number of Shares to be Tendered:                       SIGN HERE


_____________________________ Shares*
                                        ________________________________________
                                                      Signature(s)

Dated ________________________ , 2006
                                        ________________________________________
                                                        Name(s)

                                        ________________________________________
                                                      Address(es)

                                        ________________________________________
                                                      (Zip Code)

                                        ________________________________________
                                           Area Code and Telephone Number(s)

_____________

*  Unless otherwise indicated, it will be assumed that all Shares held for the
   undersigned's account are to be tendered.

EX-99.(A)(1)(VI)

                    GUIDELINES FOR CERTIFICATION OF TAXPAYER
                  IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER --
Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.



- ------------------------------------------------------------------------------------------------------------------------------------

                                    Give the                                                        Give the
For this type of account            SOCIAL SECURITY number          For this type of account        EMPLOYER
                                    of:                                                             IDENTIFICATION
                                                                                                    number of:

- ------------------------------------------------------------------------------------------------------------------------------------

1. An individual's account          The individual                  6.  A valid trust, estate, or   Legal entity (Do not furnish
                                                                        pension trust               the identifying number of the
                                                                                                    personal representative or
                                                                                                    trustee unless the legal entity
                                                                                                    itself is not designated in the
                                                                                                    account title).(4)

2. Two or more individuals          The actual owner of the         7.  Corporate or LLC electing   The corporation
   (joint account)                  account or, if combined funds,      corporate status on Form
                                    the first individual on the         8832
                                    account(1)

3. Custodian account of a           The minor(2)                    8.  Association, club,          The organization
   minor (Uniform Gifts to                                              religious, charitable,
   Minors Act)                                                          educational, or other tax-
                                                                        exempt organization
                                                                        account

4. a. The usual revocable           The grantor-trustee(1)          8.  Partnership or              The partnership
      savings trust account                                             multi-member LLC
      (grantor is also trustee)

   b. So-called trust account       The actual owner(1)             10. A broker or registered      The broker or nominee
      that is not a legal or valid                                      nominee
      trust under state law

5. Sole proprietorship              The owner(3)                    11. Account with the            The public entity
   or single-owned LLC                                                  Department of Agriculture
                                                                        in the name of a public
                                                                        entity (such as a state
                                                                        or local government,
                                                                        school district or
                                                                        prison) that receives
                                                                        agricultural program
                                                                        payments

- ------------------------------------------------------------------------------------------------------------------------------------


1     List first and circle the name of the person whose number you furnish.

2     Circle the minor's name and furnish the minor's social security number.

3     You must show your individual name, but you may also enter your business
      or "doing business as" name. You may use either your social security
      number (SSN) or employer identification number (EIN) if you have one on
      the second name line. (IRS encourages sole proprietors to use their SSNs).

4     List first and circle the name of the legal trust, estate, or pension
      trust.

      NOTE: If no name is circled when more than one name is listed, the number
            will be considered to be that of the first name listed.


                                        1



HOW TO OBTAIN A TIN

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, or Form SS-7, Application
for IRS Individual Taxpayer Identification Number to apply for an ITIN and apply
for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees exempt from backup withholding on all payments include the following:

o     An organization exempt from tax under section 501(a), any IRA, or a
      custodial account under section 403(b)(7) if the account satisfies the
      requirements of Section 401(f)(2).

o     The United States or any of its agencies or instrumentalities.

o     A state, the District of Columbia, a possession of the United States, or
      any of their political subdivisions or instrumentalities.

o     A foreign government or any of its political subdivisions, agencies, or
      instrumentalities.

o     An international organization or any of its agencies or instrumentalities.

Other payees that MAY BE EXEMPT from backup withholding include:

o     A corporation.

o     A foreign central bank of issue.

o     A dealer in securities or commodities required to register in the United
      States, the District of Columbia, or a possession of the United States.

o     A futures commission merchant registered with the Commodity Futures
      Trading Commission.

o     A real estate investment trust.

o     An entity registered at all times during the tax year under the Investment
      Company Act of 1940.

o     A common trust fund operated by a bank under section 584(a).

o     A financial institution.

o     A middleman known in the investment community as a nominee or custodian.

o     A trust exempt from tax under section 664 or described in section 4947.

Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:

o     Payments to nonresident aliens subject to withholding under section 1441.

o     Payments to partnerships not engaged in a trade or business in the United
      States and that have at least one nonresident alien partner.

o     Payments of patronage dividends where the amount received is not paid in
      money.

o     Payments made by certain foreign organizations.

o     Section 404(k) distributions made by an ESOP.

Payments of interest not generally subject to backup withholding include the
following:

o     Payments of interest on obligations issued by individuals. NOTE: You may
      be subject to backup withholding if this interest is $600 or more and is
      paid to you in the course of the payer's trade of business and you have
      not provided your correct taxpayer identification number to the payer.

o     Payments of tax-exempt interest (including exempt-interest dividends under
      section 852).

o     Payments described in section 6049(b)(5) to nonresident aliens.

o     Payments on tax-free covenant bonds under section 1451.

o     Payments made by certain foreign organizations.

o     Mortgage or student loan interest paid to you.

Exempt payees described above should file Substitute Form W-9 to avoid possible
erroneous backup withholding. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE
"EXEMPT" ON THE FACE OF THE FORM IN PART II, SIGN AND DATE THE FORM, AND RETURN
IT TO THE PAYER.

Certain payments, other than interest, dividends and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045 and 6050A.

PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividend,
interest or other payments to give their correct taxpayer identification numbers
to payers who must report the payments to the IRS. The IRS uses the numbers for
identification purposes and to help verify the accuracy of tax returns. Payers
must be given the numbers whether or not recipients are required to file tax
returns. Payers must generally withhold 28% (or such other rate specified by the
Internal Revenue Code) of taxable interest, dividend and certain other payments
to a payee who does not furnish a taxpayer identification number to a payer.
Certain penalties may also apply.

PENALTIES

(1) Penalty for Failure to Furnish Taxpayer Identification Number. -- If you
fail to furnish your correct taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.


                                        2

EX-99.(A)(1)(VII)

                                                             Exhibit (a)(1)(vii)

This announcement is not an offer to purchase or a solicitation of an offer to
sell Shares (as defined below). The Offer (as defined below) is made solely by
the Offer to Purchase dated June 22, 2006 and the related Letter of Transmittal
and any amendments or supplements thereto and is being made to all holders of
Shares. The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction. In those jurisdictions where the applicable laws require that the
Offer be made by a licensed broker or dealer, the Offer shall be deemed to be
made on behalf of the Purchaser (as defined below) by one or more registered
brokers or dealers licensed under the laws of such jurisdiction.

                      NOTICE OF OFFER TO PURCHASE FOR CASH
                     ALL OUTSTANDING SHARES OF COMMON STOCK

                                       OF

                               BAIRNCO CORPORATION

                                       AT

                              $12.00 NET PER SHARE

                                       BY

                              BZ ACQUISITION CORP.

                          A WHOLLY OWNED SUBSIDIARY OF

                             STEEL PARTNERS II, L.P.

         BZ Acquisition Corp. (the "Purchaser"), a Delaware corporation and a
wholly owned subsidiary of Steel Partners II, L.P., a Delaware limited
partnership ("Parent"), is offering to purchase all outstanding shares of common
stock, par value $0.01 per share (the "Shares"), of Bairnco Corporation, a
Delaware corporation (the "Company"), at $12.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated June 22, 2006 (the "Offer to Purchase") and in the related Letter
of Transmittal (which, together with any amendments and supplements thereto,
collectively constitute the "Offer").

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
THURSDAY, JULY 20, 2006, UNLESS THE OFFER IS EXTENDED.

         The purpose of the Offer is to acquire control of, and the entire
equity interest in, the Company. The Purchaser currently intends, as soon as
practicable after consummation of the Offer, to seek maximum representation on
the Company's Board of Directors and to seek to have the Company consummate a
merger or other similar business combination with the Purchaser (or one of its
subsidiaries). Pursuant to such merger or business combination, outstanding
Shares not owned by Parent or its subsidiaries (including the Purchaser) would
be converted into the right to receive cash in an amount equal to the price per
Share provided pursuant to the Offer.

         The Offer is conditioned upon, among other things, (i) there being
validly tendered and not withdrawn before the expiration of the Offer a number
of Shares, which, together with the Shares then owned by Parent and its
subsidiaries (including the Purchaser), represents at least a majority of the
total number of Shares outstanding on a fully diluted basis, (ii) expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and (iii) Parent being satisfied that Section
203 of the Delaware General Corporation Law is inapplicable to the Offer and the
potential merger thereafter. The Offer is not conditioned upon Parent or the
Purchaser obtaining financing.



         Subject to any applicable rules and regulations of the Securities and
Exchange Commission, the Purchaser expressly reserves the right (but will not be
obligated), in its sole discretion, at any time and from time to time, to extend
the period during which the Offer is open for any reason by giving oral or
written notice of the extension to the Depositary and by making a public
announcement of the extension. During any extension, all Shares previously
tendered and not withdrawn will remain subject to the Offer and subject to the
right of a tendering stockholder to withdraw Shares.

         After the expiration of the Offer, if all of the conditions to the
Offer have been satisfied or waived, but not 100% of the Shares have been
tendered, the Purchaser may, subject to certain conditions, include a subsequent
offering period of between three and 20 business days to permit additional
tenders of Shares. No withdrawal rights apply to Shares tendered in a subsequent
offering period, and no withdrawal rights apply during a subsequent offering
period with respect to Shares previously tendered in the Offer and accepted for
payment. The Purchaser does not currently intend to include a subsequent
offering period, although the Purchaser reserves the right to do so.

         For purposes of the Offer, the Purchaser shall be deemed to have
accepted for payment tendered Shares when, as and if the Purchaser gives oral or
written notice to the Depositary of its acceptance for payment of such Shares.
Payment for Shares accepted for payment pursuant to the Offer will be made only
after timely receipt by the Depositary of (i) certificates for such Shares (or a
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as defined in the Offer to
Purchase)), (ii) a properly completed and duly executed Letter of Transmittal
(or facsimile thereof) and (iii) any other required documents.

         Tenders of Shares made pursuant to the Offer may be withdrawn at any
time prior to the expiration of the Offer. Thereafter, such tenders are
irrevocable, except that they may be withdrawn after August 21, 2006 unless such
Shares have been accepted for payment as provided in the Offer to Purchase. To
withdraw tendered Shares, a written, telegraphic, telex or facsimile
transmission notice of withdrawal with respect to such Shares must be timely
received by the Depositary at one of its addresses set forth on the back cover
of the Offer to Purchase, and the notice of withdrawal must specify the name of
the person who tendered the Shares to be withdrawn, the number of Shares to be
withdrawn and the name of the registered holder of Shares, if different from
that of the person who tendered such Shares. If the Shares to be withdrawn have
been delivered to the Depositary, a signed notice of withdrawal with (except in
the case of Shares tendered by an Eligible Institution (as defined in the Offer
to Purchase)) signatures guaranteed by an Eligible Institution must be submitted
prior to the release of such Shares. In addition, such notice must specify, in
the case of Shares tendered by delivery of certificates, the name of the
registered holder (if different from that of the tendering stockholder) and the
serial numbers shown on the particular certificates evidencing the Shares to be
withdrawn or, in the case of Shares tendered by book-entry transfer, the name
and number of the account at the Book-Entry Transfer Facility to be credited
with the withdrawn Shares.

         The information required to be disclosed by paragraph (d)(1) of Rule
14d-6 of the General Rules and Regulations under the Securities Exchange Act of
1934 is contained in the Offer to Purchase and the related Letter of Transmittal
and is incorporated herein by reference.

         A request has been made to the Company for the use of its stockholder
list and security position listings for the purpose of disseminating the Offer
to holders of Shares. The Offer to Purchase and the related Letter of
Transmittal will be mailed to record holders of Shares and will be furnished to
brokers, banks and similar persons whose names, or the names of whose nominees,
appear on the stockholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.

         THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION. STOCKHOLDERS SHOULD CAREFULLY READ BOTH IN THEIR ENTIRETY
BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.

         Any questions or requests for assistance may be directed to the
Information Agent at the telephone numbers and address set forth below. Requests
for copies of the Offer to Purchase and the related Letter of

                                       2


Transmittal and other tender offer materials may be directed to the Information
Agent as set forth below, and copies will be furnished promptly at the
Purchaser's expense. Stockholders may also contact their broker, dealer,
commercial bank, trust company or nominee for assistance concerning the Offer.
To confirm delivery of Shares, stockholders are directed to contact the
Depositary.

                     THE INFORMATION AGENT FOR THE OFFER IS:

                         [MACKENZIE PARTNERS, INC. LOGO]

                               105 Madison Avenue
                            New York, New York 10016
                           Call Collect (212) 929-5500


                                       or

                          CALL TOLL-FREE (800) 322-2885
                    Email: tenderoffer@mackenziepartners.com

















June 22, 2006


                                       3

EX-99.(A)(5)(I)

                                                               Exhibit (a)(5)(i)

PRESS RELEASE

FOR IMMEDIATE RELEASE:


      STEEL PARTNERS II TO LAUNCH CASH TENDER OFFER FOR BAIRNCO CORPORATION
                              FOR $12.00 PER SHARE

       SEEKS TO ENTER INTO NEGOTIATIONS WITH BOARD TO CONSUMMATE BACK-END
                   MERGER WITH BAIRNCO FOLLOWING TENDER OFFER


         NEW YORK, NY- JUNE 15, 2006 -- Steel Partners II, L.P. ("Steel"), which
owns an aggregate of 1,110,200 shares or approximately 15.5% of the common stock
of Bairnco Corporation (NYSE:BZ; "Bairnco") announced today that BZ Acquisition
Corp., a wholly-owned subsidiary of Steel, will commence a cash tender offer to
purchase all of the outstanding shares of Bairnco for $12.00 per share.

         "We are proud to say that we have been a long term shareholder of
Bairnco since 1996," stated Warren Lichtenstein, the managing member of Steel.
"We have determined, after evaluating all our options, that commencing a tender
offer would be in the best interest of all the shareholders. We hope to meet
with the Board as soon as possible in order to negotiate a back-end merger of
our acquisition entity with and into Bairnco to follow consummation of the
tender offer."

         In January 2006, Steel requested that Bairnco take the necessary steps
to allow Steel to purchase additional shares without triggering the limitations
of Section 203 of the Delaware General Corporation Law. Steel decided to
commence the tender offer after the Board denied Steel's request.

         The tender offer will be subject to several conditions, including (i)
there being validly tendered and not withdrawn before the expiration of the
offer a number of shares, which, together with the shares then owned by Steel
and its subsidiaries (including BZ Acquisition Corp.), represents at least a
majority of the total number of shares outstanding on a fully diluted basis,
(ii) expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and (iii) Steel being
satisfied that Section 203 of the Delaware General Corporation Law is
inapplicable to the offer and the potential merger with Bairnco thereafter. The
tender offer will not be subject to or conditioned upon any financing
arrangements. Steel expects to commence the tender offer on or about Thursday,
June 22, 2006.


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 WILL ONLY BE MADE PURSUANT TO AN OFFER TO
PURCHASE AND RELATED MATERIALS THAT STEEL INTENDS TO FILE WITH THE SEC.
STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER.
STOCKHOLDERS WILL BE ABLE TO 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.


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.

EX-99.(A)(5)(II)

PRESS RELEASE

FOR IMMEDIATE RELEASE:
- ----------------------

                 STEEL PARTNERS II BEGINS CASH TENDER OFFER FOR
                    BAIRNCO CORPORATION FOR $12.00 PER SHARE

     New York, NY - June 22, 2006 - Steel Partners II, L.P. ("Steel"), which
owns an aggregate of 1,110,200 shares or approximately 15.5% of the common stock
of Bairnco Corporation (NYSE:BZ; "Bairnco") announced today that BZ Acquisition
Corp., a wholly-owned subsidiary of Steel, has commenced a cash tender offer to
purchase all of the outstanding shares of Bairnco for $12.00 per share.

     The offer is currently scheduled to expire at 12:00 Midnight, New York City
time, on Thursday, July 20, 2006, unless the offer is extended.

     The offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn before the expiration of the offer a number of
shares, which, together with the shares then owned by Steel and its subsidiaries
(including BZ Acquisition Corp.), represents at least a majority of the total
number of shares outstanding on a fully diluted basis, (ii) expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and (iii) Steel being satisfied that Section
203 of the Delaware General Corporation Law is inapplicable to the offer and the
potential merger with Bairnco thereafter. The offer is not subject to or
conditioned upon any financing arrangements.

     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 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 WILL BE ABLE TO 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.

EX-99.(D)

                                                                     Exhibit (d)

                             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:   September 8, 2004                        STEEL PARTNERS II, L.P.

                                                  By:   Steel Partners, L.L.C.
                                                        General Partner


                                                  By: /s/ Warren G. Lichtenstein
                                                     ---------------------------
                                                     Warren G. Lichtenstein,
                                                     Managing Member


                                                     STEEL PARTNERS, L.L.C.




                                                  By: /s/ Warren G. Lichtenstein
                                                     ---------------------------
                                                     Warren G. Lichtenstein,
                                                     Managing Member



                                                     /s/ Warren G. Lichtenstein
                                                     ---------------------------
                                                     WARREN G. LICHTENSTEIN