UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Washington, D.C. 20549Contents

~~FORM~~UNITED ~~8-K~~STATES SECURITIES AND EXCHANGE COMMISSION

~~CURRENT~~Washington, ~~REPORT Pursuant~~D.C. ~~to Section 13 or 15 (d) of the Securities Exchange Act of 1934~~20549

~~Date~~FORM ~~of Report (Date of earliest event reported): July 10, 2006~~8-K

~~BAIRNCO~~CURRENT ~~CORPORATION~~REPORT ~~(Exact~~Pursuant ~~name~~to ofSection 13 ~~registrant~~or as15 ~~specified~~(d) of inthe Securities ~~its~~Exchange ~~charter)~~Act of 1934

DELAWARE (State of incorporation)		1-8120 (Commission File Number)		13-3057520 (IRS Employer Identification No.)
	300 Primera Boulevard, Suite 432 Lake Mary, FL (Address of principal executive offices)		32746 (Zip Code)
		(407) 875-2222 (Registrant’s telephone number)

Date of Report (Date of earliest event reported): October 13, 2006

~~Check~~BAIRNCO ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~CORPORATION

*(Exact name of registrant as specified in its charter)

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


DELAWARE *(State of incorporation)*	1-8120 *(Commission File Number)*	13-3057520 *(IRS Employer Identification No.)*

300 Primera Boulevard, Suite 432 Lake Mary, FL *(Address of principal executive offices)*		32746 *(Zip Code)*

*(407) 875-2222 (Registrant’s telephone number)

~~Soliciting~~Check ~~material~~the ~~pursuant~~appropriate tobox ~~Rule~~below ~~14a~~if the Form 8-12K ~~under~~filing is intended to simultaneously satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14a-12)~~registrant under any of the following provisions:

*o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Pre-commencement~~TABLE ~~communications~~OF ~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~CONTENTS

*Item 1.01 Entry into a Material Definitive Agreement Item 2.01 Completion of Acquisition or Disposition of Assets Item 8.01 Other Events Item 9.01 Financial Statements and Exhibits SIGNATURES EXHIBIT INDEX EX-10.1: ASSET PURCHASE AGREEMENT EX-10.2: NONCOMPETITION AGREEMENT EX-99.1: PRESS RELEASE

Pre-commencementTable communicationsof pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))Contents

~~22236151v1~~Item 1.01 Entry into a Material Definitive Agreement

In connection with the consummation of the transaction described in Item 2.01, 5Bairnco Corporation (the “Company”), through its wholly-owned subsidiary Southern Saw Acquisition Corporation (“Buyer”), entered into an asset purchase agreement with Southern Saw Holdings, Inc.03 (“Holdings”), ~~Amendments~~and Southern Saw Service, L.P. (“Southern Saw,” collectively with Holdings, the “Sellers,” and each of Southern Saw and Holdings, without distinction, a “Seller”) dated October 11, 2006 (the “APA”). The APA was joined in by Kasco Corporation, the parent corporation of Buyer, as Buyer’s Guarantor, by execution of the Joinder of Buyer’s Guarantor, which is attached as an exhibit to ~~Articles~~the APA. The description of ~~Incorporation~~the orAPA Bycontained in this Current Report on Form 8-~~Laws;~~K ~~Change~~is qualified in ~~Fiscal~~its ~~Year~~entirety by reference to the full text of the APA, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

On Also ~~July~~in ~~10,~~connection ~~2006,~~with the ~~Board~~transaction ofdiscussed ~~Directors~~in (Item 2.01, the ~~“Board”)~~Company, ofthrough ~~Bairnco~~its wholly-owned ~~Corporation~~subsidiary ~~(the~~Southern ~~“Company”)~~Saw ~~amended~~Acquisition ~~Article VII~~Corporation, ~~Section~~entered 6into ~~and~~a ~~added~~noncompetition agreement awith ~~new~~Sellers ~~Article~~dated ~~VII,~~as ~~Section~~of 7October 11, to2006 (the ~~Company’s~~“Noncompetition ~~By-Laws to (a~~Agreement”). ~~set~~Under ~~forth~~the terms ~~procedures~~of ~~which~~the ~~will~~Noncompetition ~~allow~~Agreement, ~~the~~Sellers ~~Company~~agreed tothat ~~set~~for a ~~record~~period ~~date~~of to5 ~~accurately~~(five) years, ~~determine~~they would ~~the~~be ~~stockholders~~prohibited ~~entitled~~from, todirectly ~~consent~~or toindirectly, a(i) competing ~~corporate~~with ~~action~~the inCompany ~~writing~~or ~~without~~otherwise engaging ain ~~meeting,~~certain ~~(b)~~types ~~provide~~of ~~for~~business ~~the~~related ~~appointment~~to ofsharp ~~inspectors~~edge ofblade ~~elections~~products ~~when~~and ~~the~~(ii) soliciting ~~stockholders~~or hiring ~~elect~~any toperson ~~consent~~who toas aof ~~corporate~~the ~~action~~date inof ~~writing~~the ~~without~~Noncompetition aAgreement ~~meeting~~was toan ~~ensure~~employee aof ~~prompt~~Holdings. The ~~ministerial~~description ~~review~~ of the ~~validity~~Noncompetition ofAgreement ~~any~~contained ~~consents~~in ~~and~~this ~~revocations~~Current ~~delivered~~Report inon ~~connection~~Form ~~therewith~~8-K ~~and~~is qualified ~~(c)~~in ~~confirm~~its ~~additional~~entirety ~~details~~by ~~relating~~reference to ~~written~~the ~~consents~~full text of ~~stockholders~~the asNoncompetition ~~set~~Agreement, ~~forth~~which inis filed ~~Section~~as ~~228(c)~~Exhibit 10.2 ofhereto ~~the~~and ~~Delaware~~is ~~General~~incorporated ~~Corporation~~by ~~Law~~reference herein.

~~The~~Item 2.01 ~~Amended~~Completion ~~and Restated By-Laws~~ of ~~the~~Acquisition ~~Company~~or ~~are~~Disposition ~~attached as Exhibit 3.1 hereto. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated By-Laws~~ of ~~the Company which are incorporated by reference herein.~~Assets

~~Item~~ On ~~9.01~~October 11, ~~Financial~~2006, ~~Statements~~the Company consummated the acquisition of certain assets and ~~Exhibits~~assumption of certain liabilities of Sellers (the “Acquisition”). The transaction was effective at October 1, 2006. The consideration paid consisted of approximately US$14.0 million. The purchase price is also subject to a post-closing adjustment.

~~(a) Not~~ In ~~applicable~~the Acquisition, the Company acquired certain assets and assumed certain liabilities of the Sellers consisting of, among other things, trade accounts receivable and trade accounts payable, inventories, prepaid expenses and deposits, fixed assets and service equipment used by Southern Saw in the conduct of its business, certain real property of Southern Saw, intangibles and goodwill of the business, the right to hire employees of the Sellers, pre-closing insurance benefits and claims against third parties relating to the assets, certain accrued liabilities and certain other liabilities.

~~(b) Not~~ There ~~applicable~~is no material relationship between the Company, its affiliates or any officer or director of the Company, on the one hand, and any of the Sellers, on the other hand.

~~(c) Not applicable~~Item 8.01 Other Events

~~(d) Exhibits~~ On October 12, 2006, the Company issued a press release, a copy of which is filed as Exhibit 99.1 and is incorporated by reference herein, announcing the Acquisition described in Item 2.01, and the Board of Directors’ determination, following a comprehensive review of strategic alternatives, and with the assistance of its financial advisor, that it is in the best interests of the Company’s shareholders that the Company remain independent and continue to implement its strategic plan.

~~Exhibit 3~~Item 9.101 ~~Amended~~Financial Statements and ~~Restated By-Laws of Bairnco Corporation~~Exhibits

~~22236151v1~~(a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits

~~SIGNATURES~~Exhibit 10.1 Asset Purchase Agreement among Southern Saw Acquisition Corporation, Southern Saw

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2

BAIRNCOTable CORPORATION By: /s/ Kennethof L. BayneContents

~~Title: Vice~~Holdings, ~~President~~Inc. -and ~~Finance~~Southern Saw Service, L.P., dated as of October 11, 2006.

~~Date: July~~Exhibit 10.2 Noncompetition Agreement among Southern Saw Service, L.P., Southern Saw Holdings, Inc., and Southern Saw Acquisition Corporation, dated as of October 11, 2006.

~~22236151v1~~Exhibit 99.1 Press Release, dated as of October 12, 2006.

~~EXHIBIT INDEX~~3

Exhibit No.	Description of Exhibit
Exhibit 3.1	Amended and Restated By-Laws of Bairnco Corporation

~~22236151v1~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


BAIRNCO CORPORATION
By:	/s/ Kenneth L. Bayne
	Name:	Kenneth L. Bayne
	Title:	Chief Financial Officer

Date: October 13, 2006

EXHIBIT INDEX


Exhibit No.		Description of Exhibit

10.1		Asset Purchase Agreement among Southern Saw Acquisition Corporation, Southern Saw Holdings, Inc. and Southern Saw Service, L.P., dated as of October 11, 2006.

10.2		Noncompetition Agreement among Southern Saw Service, L.P., Southern Saw Holdings, Inc., and Southern Saw Acquisition Corporation, dated as of October 11, 2006.

99.1		Press Release, dated as of October 12, 2006.

UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Washington, D.C. 20549Contents

Pre-commencementTable communicationsof pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))Contents

BAIRNCOTable CORPORATION By: /s/ Kennethof L. BayneContents

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