UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant / / Filed by a Party other than the Registrant /X/ Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement / / Definitive Additional Materials /X/ Soliciting Material Pursuant to Section 240.14a-12 BKF CAPITAL GROUP, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) STEEL PARTNERS II, L.P. STEEL PARTNERS, L.L.C. WARREN G. LICHTENSTEIN RONALD LABOW KURT SCHACHT - -------------------------------------------------------------------------------- (Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - --------------------------------------------------------------------------------(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- / / Fee paid previously with preliminary materials: - -------------------------------------------------------------------------------- / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: -2- Steel Partners II, L.P. ("Steel"), together with the other participants named herein, is filing materials contained in this Schedule 14A with the Securities and Exchange Commission in connection with a possible preliminary filing with the SEC of a proxy statement and accompanying proxy card to be used to solicit votes for the election of Steel's slate of three director nominees and for approval of Steel's proposal to declassify the composition of the Board of Directors at the 2005 annual meeting of stockholders of BKF Capital Group, Inc., a Delaware corporation (the "Company"), which has not yet been scheduled. Item 1: On February 14, 2005, Steel issued the following press release announcing that it has delivered a nomination letter to the Company. TO BUSINESS EDITOR: Steel Partners Serves Notice to BKF Capital Group, Inc. That It Intends to Nominate Three Individuals for Election to BKF's Board at BKF's 2005 Annual Meeting of Stockholders NEW YORK, Feb. 14 /PRNewswire/ -- Steel Partners II, L.P. ("Steel"), which owns an aggregate of 657,000 shares or approximately 9.2% of the common stock of BKF Capital Group, Inc. (NYSE: BKF) has sent a letter to BKF serving notice of its intention to nominate Warren G. Lichtenstein, Ronald LaBow and Kurt N. Schacht for election to the BKF Board of Directors at BKF's 2005 annual meeting of stockholders. As described in its letter: Warren G. Lichtenstein has been the Chairman of the Board, Secretary and the Managing Member of Steel Partners, L.L.C. ("Partners LLC"), the general partner of Steel, 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 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 (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 since February 2002. 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. Mr. Lichtenstein has been a director (currently Chairman of the Board) of WebFinancial Corporation, a consumer and commercial lender, since 1996 and Chief Executive Officer since December 1997. Ronald LaBow has been the President of Stonehill Investment Corp., an investment fund, since February 1990. Mr. LaBow has been an officer and director of WPN Corp., a financial consulting company, since 1987. From January 1991 to February 2004, Mr. LaBow served as Chairman of the Board of WHX Corporation (or its predecessor corporations), a NYSE listed holding company structured to invest in and/or acquire a diverse group of businesses on a decentralized basis, whose primary business is Handy & Harman, a diversified manufacturing company with activities in precious metals fabrication, specialty wire and tubing and engineered materials. Kurt N. Schacht has been the Executive Director of the CFA Centre for Financial Market Integrity, an organization that advocates efficient, ethical and transparent capital markets, since June 2004. During April and May of 2004, Mr. Schacht worked for Steel on its compliance procedures. From April 2001 to March 2004, Mr. Schacht served as Chief Operating Officer and General Counsel of Wyser-Pratte Asset Management, a New York City based hedge fund. From September 1999 to March 2001, Mr. Schacht served as Chief Operating Officer of Evergreen Asset Management, an asset management firm. From 1990 to October 1999, Mr. Schacht served as the Chief Legal Officer of the State of Wisconsin Investment Board, a public pension fund. He helped draft the Corporate Governance Handbook released by the New York Society of Security Analysts and was named its Volunteer of the Year in 2004 for his work on its Corporate Governance Committee. He has worked on industry panels and programs relating to corporate governance and board of directors issues for organizations such as the New York Stock Exchange and the American Society of Corporate Secretaries and served on the National Association of Corporate Directors Blue Ribbon Task Force on evaluating director performance. Mr. Schacht received a Bachelor of Science degree in Chemistry and a law degree from the University of Wisconsin-Madison. He is a Chartered Financial Analyst and was awarded the CFA(R) designation in 1998. Steel also stated in the letter that, to the extent there are in excess of three vacancies on the BKF Board to be filled by election at the Annual Meeting or BKF increases the size of the BKF Board above its existing size, Steel reserves the right to nominate additional nominees to be elected to the BKF Board at the Annual Meeting. The text of the letter from Steel Partners to BKF follows: STEEL PARTNERS II, L.P. 590 Madison Avenue, 32nd Floor New York, New York 10022 February 11, 2005 VIA FACSIMILE AND COURIER BKF Capital Group, Inc. One Rockefeller Plaza New York, NY 10020 Attn: Corporate Secretary RE: NOTICE OF INTENTION TO NOMINATE INDIVIDUALS FOR ELECTION AS DIRECTORS AT THE 2005 ANNUAL MEETING OF STOCKHOLDERS OF BKF CAPITAL GROUP, INC. Dear Sir: This letter shall serve to satisfy the advance notice requirements of Article I, Section 1.6 of the Amended and Restated Bylaws (the "Bylaws") of BKF Capital Group, Inc. ("BKF") as to the nomination by Steel Partners II, L.P., a Delaware limited partnership ("Steel"), of three (3) nominees for election to the Board of Directors of BKF (the "BKF Board") at the 2005 annual meeting of stockholders of BKF, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Annual Meeting"). This letter and all Exhibits attached hereto are collectively referred to as the "Notice." Steel is the beneficial owner of 657,000 shares of common stock, $1.00 par value per share (the "Common Stock"), of BKF, 1,000 shares of which are held of record by Steel. Through this Notice, Steel hereby nominates and notifies you of its intent to nominate Warren G. Lichtenstein, Ronald LaBow and Kurt N. Schacht as nominees (the "Nominees") to be elected to the BKF Board at the Annual Meeting. Steel believes that the terms of three (3) Class III directors currently serving on the BKF Board expire at the Annual Meeting. To the extent there are in excess of three (3) vacancies on the BKF Board to be filled by election at the Annual Meeting or BKF increases the size of the BKF Board above its existing size, Steel reserves the right to nominate additional nominees to be elected to the BKF Board at the Annual Meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Steel that any attempt to increase the size of the current BKF Board or to reconstitute or reconfigure the classes on which the current directors serve constitutes an unlawful manipulation of BKF's corporate machinery. If this Notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of any of the Nominees at the Annual Meeting, or if any individual Nominee shall be unable to serve for any reason, this Notice shall continue to be effective with respect to the remaining Nominee(s) and as to any replacement Nominee(s) selected by Steel. The information concerning Steel and the Nominees required by Article I, Section 1.6 of the Bylaws is set forth below: (i) NAME AND ADDRESS OF THE STOCKHOLDER WHO INTENDS TO MAKE THE NOMINATION, AS THEY APPEAR ON BKF'S STOCK LEDGER, AND OF THE BENEFICIAL OWNER, IF ANY, ON WHOSE BEHALF THE NOMINATION IS MADE: Steel Partners II, L.P. 590 Madison Avenue 32nd Floor New York, NY 10022 (ii) NAME, AGE, BUSINESS ADDRESS AND, IF KNOWN, RESIDENCE ADDRESS OF THE NOMINEE: NAME AND AGE BUSINESS ADDRESS RESIDENCE ADDRESS ------------ ---------------- ----------------- Warren G. c/o Steel Partners II, L.P. 777 Spruce Street Lichtenstein 590 Madison Avenue Aspen, CO 81611 (Age 39) 32nd Floor New York, NY 10022 Ronald LaBow c/o WPN Corp. 641 Fifth Avenue (Age 70) 110 East 59th Street New York, NY 10022 New York, NY 10022 Kurt N. Schacht c/o CFA Centre for 10 Old Pound Ridge (Age 50) Financial Market Integrity Road 560 Ray C. Hunt Drive Pound Ridge, NY Charlottesville, VA 22903 10576 (iii) PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE NOMINEE: Warren G. Lichtenstein has been the Chairman of the Board, Secretary and the Managing Member of Steel Partners, L.L.C. ("Partners LLC"), the general partner of Steel, 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 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 (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 since February 2002. 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. Mr. Lichtenstein has been a director (currently Chairman of the Board) of WebFinancial Corporation, a consumer and commercial lender, since 1996 and Chief Executive Officer since December 1997. Ronald LaBow has been the President of Stonehill Investment Corp., an investment fund, since February 1990. Mr. LaBow has been an officer and director of WPN Corp., a financial consulting company, since 1987. From January 1991 to February 2004, Mr. LaBow served as Chairman of the Board of WHX Corporation (or its predecessor corporations), a NYSE listed holding company structured to invest in and/or acquire a diverse group of businesses on a decentralized basis, whose primary business is Handy & Harman, a diversified manufacturing company with activities in precious metals fabrication, specialty wire and tubing and engineered materials. Kurt N. Schacht has been the Executive Director of the CFA Centre for Financial Market Integrity, an organization that advocates efficient, ethical and transparent capital markets, since June 2004. During April and May of 2004, Mr. Schacht worked for Steel on its compliance procedures. From April 2001 to March 2004, Mr. Schacht served as Chief Operating Officer and General Counsel of Wyser-Pratte Asset Management, a New York City based hedge fund. From September 1999 to March 2001, Mr. Schacht served as Chief Operating Officer of Evergreen Asset Management, an asset management firm. From 1990 to October 1999, Mr. Schacht served as the Chief Legal Officer of the State of Wisconsin Investment Board, a public pension fund. He helped draft the Corporate Governance Handbook released by the New York Society of Security Analysts and was named its Volunteer of the Year in 2004 for his work on its Corporate Governance Committee. He has worked on industry panels and programs relating to corporate governance and board of directors issues for organizations such as the New York Stock Exchange and the American Society of Corporate Secretaries and served on the National Association of Corporate Directors Blue Ribbon Task Force on evaluating director performance. Mr. Schacht received a Bachelor of Science degree in Chemistry and a law degree from the University of Wisconsin-Madison. He is a Chartered Financial Analyst and was awarded the CFA(R) designation in 1998. (iv) CLASS AND NUMBER OF SHARES OF STOCK OF BKF WHICH ARE BENEFICIALLY OWNED BY THE NOMINEE AND BY THE NOMINATING STOCKHOLDER AND ANY SUCH BENEFICIAL OWNER ON WHOSE BEHALF THE NOMINATION IS MADE: NAME BENEFICIAL OWNERSHIP ---- -------------------- Steel Partners II, L.P. 657,000 shares of Common Stock, $1.00 par value. Warren G. Lichtenstein By virtue of his position with Partners LLC, Mr. Lichtenstein has the power to vote and dispose of the Common Stock owned by Steel. Accordingly, Mr. Lichtenstein may be deemed to be the beneficial owner of the Common Stock owned by Steel. Ronald LaBow None Kurt N. Schacht None (v) ANY OTHER INFORMATION CONCERNING THE NOMINEE THAT MUST BE DISCLOSED WITH RESPECT TO NOMINEES IN A PROXY STATEMENT PURSUANT TO REGULATION 14A UNDER THE SECURITIES EXCHANGE ACT OF 1934: On February 11, 2005, Steel, Partners LLC, Warren G. Lichtenstein, Ronald LaBow and Kurt N. Schacht (collectively, the "Group") entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of BKF, (b) the parties agreed to solicit proxies or written consents for the election of the Nominees, or any other person(s) nominated by Steel, to the BKF Board at the Annual Meeting (the "Solicitation"), and (c) Steel agreed to bear all expenses incurred in connection with the Group's activities, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit A and incorporated herein by reference and all references contained herein are qualified in their entirety by reference to such Joint Filing and Solicitation Agreement. Other than as stated above, there are no arrangements or understandings between Steel and each Nominee or any other person or person pursuant to which the nominations described herein are to be made, other than the consents by the Nominees to serve as directors of BKF if elected as such at the Annual Meeting, attached hereto and incorporated herein by reference. Reference is made to the Schedule 13D, as amended, filed and to be filed with the Securities and Exchange Commission by the members of the Group with respect to BKF for additional information regarding the members of the Group. For information regarding purchases and sales during the past two years by Steel of securities of BKF, that may be deemed to be beneficially owned by Mr. Lichtenstein, see Exhibit B. Neither Mr. LaBow nor Mr. Schacht has purchased or sold any securities of BKF during the past two years. Except as set forth in this Notice, including the Exhibits hereto, as of the date hereof (a) no Nominee has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the past ten years; (b) no Nominee owns any securities of BKF, or any parent or subsidiary of BKF, directly or indirectly, beneficially or of record, or has purchased or sold any securities of BKF within the past two years, and none of his associates beneficially owns, directly or indirectly, any securities of BKF; (c) no Nominee owns any securities of BKF, or any parent or subsidiary of BKF, of record but not beneficially; (d) no Nominee is, or was within the past year, a party to any contract arrangement or understanding with any person with respect to any securities of BKF, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits or the giving or withholding of proxies; (e) no Nominee or his associates or any member of his immediate family has any (i) employment with BKF or its affiliates or (ii) has any material interest, direct or indirect in any transaction, or series of similar transactions, to which BKF or any of its subsidiaries was, is or will be a party to and in which the amount involved exceeds $60,000.00; (f) no Nominee or any of his associates has any arrangement or understanding with any person pursuant to which he was or is to be selected as a director, nominee or officer of BKF; (g) no Nominee has any substantial interest in the matters to be acted on at the Annual Meeting, except his interest in being nominated and elected as a director; and (h) no Nominee has been a party to a legal proceeding described in Item 401(f) of Regulation S-K of the Exchange Act in the past five years. A representative of Steel intends to appear in person or by proxy at the Annual Meeting to nominate the persons specified in this Notice for election to the BKF Board. (vi) THE EXECUTED CONSENT OF THE NOMINEE TO SERVE AS A DIRECTOR OF BKF, IF ELECTED: Each of the Nominees has consented to be named as a nominee in this Notice, to be named as a nominee in any proxy statement filed by Steel in connection with the Solicitation and to serve as a director of BKF, if so elected. Such consents are attached hereto as Exhibit C. Please address any correspondence to Steel Partners II, L.P., Attention: Warren Lichtenstein, telephone (212) 758-3232, facsimile (212) 758-5789 (with a copy to our counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York 10022, Attention: Steven Wolosky, Esq., telephone (212) 451-2333, facsimile (212) 451-2222). The giving of this Notice is not an admission that any procedures for notice concerning the nomination of directors to the BKF Board are legal, valid or binding, and Steel reserves the right to challenge their validity. Very truly yours, 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 CERTAIN INFORMATION CONCERNING PARTICIPANTS Steel Partners II, L.P. ("Steel Partners"), together with the other Participants (as defined below), may make a preliminary filing with the Securities and Exchange Commission ("SEC") of a proxy statement and accompanying proxy card to be used to solicit votes for the election of its slate of three director nominees and approval of its proposal to "destagger" the Board at the 2005 annual meeting of stockholders of BKF Capital Group, Inc., a Delaware corporation (the "Company"), which has not yet been scheduled. IN THE EVENT THAT A DETERMINATION IS MADE TO FILE A PROXY STATEMENT WITH THE SEC, STEEL PARTNERS STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY STATEMENT, IF FILED, WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN ANY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT, IF FILED, WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, MORROW & CO., INC., AT ITS TOLL-FREE NUMBER: (800) 654-2468 OR E-MAIL: STEEL.INFO@MORROWCO.COM. The participants in such potential proxy solicitation are anticipated to be Steel Partners, Steel Partners, L.L.C., Warren G. Lichtenstein, Ronald LaBow and Kurt N. Schacht (collectively, the "Participants"). Information regarding the Participants and their direct or indirect interests is available in their Schedule 13D, as amended, jointly filed with the SEC. SOURCE Steel Partners II, L.P.
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DFAN14A Filing
Steel Partners Ii Inactive DFAN14AAdditional proxy materials by non-management
Filed: 14 Feb 05, 12:00am