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)) /X/ Definitive Proxy Statement /_/ Definitive Additional Materials /_/ Soliciting Material Under Rule 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 N. 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. May 11, 2005 Dear Fellow Stockholder: Steel Partners II, L.P. ("Steel Partners") is the beneficial owner of an aggregate of 727,200 shares of Common Stock of BKF Capital Group, Inc. ("BKF" or the "Company"), representing approximately 9.5% of the outstanding Common Stock of the Company. Steel Partners does not believe that the current Board of Directors of the Company is acting in your best interests. Steel Partners is therefore seeking your support at the annual meeting of stockholders scheduled to be held at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York on Thursday, June 9, 2005, at 8:00 a.m. (local time) for the following: 1. To elect Steel Partners' slate of nominees to the Board of Directors to serve as Class III directors, 2. To adopt a proposal recommended by the Board of Directors of the Company and included in the Company's proxy statement to amend the Restated Certificate of Incorporation of the Company to declassify the Board of Directors, 3. To adopt a proposal recommended by the Board of Directors of the Company and included in the Company's proxy statement to amend the Restated Certificate of Incorporation of the Company to eliminate the supermajority voting requirements for fundamental transactions, 4. To adopt a proposal recommended by the Board of Directors of the Company and included in the Company's proxy statement to ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm, 5. To adopt a resolution previously submitted by Steel Partners for inclusion in the Company's proxy statement recommending that the Board of Directors declassify the Board of Directors, 6. To adopt a resolution previously submitted by GAMCO Investors, Inc. for inclusion in the Company's proxy statement recommending that the Board of Directors redeem the rights issued by the Company pursuant to its poison pill, and 7. To adopt a resolution previously submitted by Opportunity Partners L.P. for inclusion in the Company's proxy statement recommending that the Board of Directors engage an investment banking firm to pursue a sale of the Company. Steel Partners urges you to carefully consider the information contained in the attached Proxy Statement and then support its efforts by signing, dating and returning the enclosed GOLD proxy card today. The attached Proxy Statement and the enclosed GOLD proxy card are first being furnished to the stockholders on or about May 12, 2005. If you have already voted for the incumbent management slate or against the business proposals described in the Proxy Statement, you have every right to change your votes by signing, dating and returning a later dated proxy. If you have any questions or require any assistance with your vote, please contact Morrow & Co., Inc., which is assisting us, at their address and toll-free numbers listed on the following page. Thank you for your support, Warren G. Lichtenstein Steel Partners II, L.P. - -------------------------------------------------------------------------------- IF YOU HAVE ANY QUESTIONS, REQUIRE ASSISTANCE IN VOTING YOUR GOLD PROXY CARD, OR NEED ADDITIONAL COPIES OF STEEL PARTNERS' PROXY MATERIALS, PLEASE CALL MORROW & CO., INC. AT THE PHONE NUMBERS LISTED BELOW. MORROW & CO., INC. 445 Park Avenue, 5th Floor New York, New York 10022 (212) 754-8000 BANKS AND BROKERAGE FIRMS, PLEASE CALL: (800) 654-2468 STOCKHOLDERS CALL TOLL FREE: (800) 607-0088 E-MAIL: STEEL.INFO@MORROWCO.COM - -------------------------------------------------------------------------------- -2- ANNUAL MEETING OF STOCKHOLDERS OF BKF CAPITAL GROUP, INC. ------------------------- PROXY STATEMENT OF STEEL PARTNERS II, L.P. ------------------------- PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD TODAY Steel Partners II, L.P., a Delaware limited partnership ("Steel Partners" or "we"), is a significant stockholder of BKF Capital Group, Inc., a Delaware corporation ("BKF" or the "Company"). Steel Partners is writing to you in connection with the election of three nominees to the board of directors of BKF (the "BKF Board") at the annual meeting of stockholders scheduled to be held at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York on Thursday, June 9, 2005, at 8:00 a.m. (local time), including any adjournments or postponements thereof and any meeting which may be called in lieu thereof (the "Annual Meeting"). This proxy statement (the "Proxy Statement") and the enclosed GOLD proxy card are first being furnished to stockholders on or about May 12, 2005. This proxy statement and the enclosed GOLD proxy card are being furnished to stockholders of BKF by Steel Partners in connection with the solicitation of proxies from BKF's stockholders for the following: 1. To elect Steel Partners' director nominees, Warren G. Lichtenstein, Ronald LaBow and Kurt N. Schacht (the "Nominees") to serve as Class III directors of the Company, in opposition to BKF's incumbent directors whose terms expire at the Annual Meeting, 2. To adopt a proposal recommended by the BKF Board and included in the Company's proxy statement to amend the Restated Certificate of Incorporation of the Company to declassify the BKF Board, 3. To adopt a proposal recommended by the BKF Board and included in the Company's proxy statement to amend the Restated Certificate of Incorporation of the Company to eliminate the supermajority voting requirements for fundamental transactions, 4. To adopt a proposal recommended by the BKF Board and included in the Company's proxy statement to ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm, 5. To adopt a resolution previously submitted by Steel Partners for inclusion in the Company's proxy statement recommending that the BKF Board declassify the BKF Board, 6. To adopt a resolution previously submitted by GAMCO Investors, Inc. ("GAMCO") for inclusion in the Company's proxy statement recommending that the BKF Board redeem the rights issued by the Company pursuant to its poison pill, and 7. To adopt a resolution previously submitted by Opportunity Partners L.P. ("Opportunity Partners") for inclusion in the Company's proxy statement recommending that the BKF Board engage an investment banking firm to pursue a sale of the Company. Steel Partners, Steel Partners, L.L.C. ("Partners LLC"), Warren G. Lichtenstein, Ronald LaBow and Kurt N. Schacht are members of a group (the "Group") formed in connection with this proxy solicitation and are deemed participants in this proxy solicitation. BKF has set the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting as April 25, 2005 (the "Record Date"). The mailing address of the principal executive offices of BKF is One Rockefeller Plaza, New York, New York 10020. Stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. According to BKF, as of the Record Date, there were 7,530,536 shares of common stock, $1.00 par value per share (the "Shares"), outstanding and entitled to vote at the Annual Meeting. As of the Record Date, Steel Partners, along with all of the participants in this solicitation, were the beneficial owners of an aggregate of 713,300 Shares, which represents approximately 9.5% of the Shares outstanding (based on the Company's proxy statement). The participants in this solicitation intend to vote such Shares for the election of the Nominees and the business proposals described herein. THIS SOLICITATION IS BEING MADE BY STEEL PARTNERS AND NOT ON BEHALF OF THE BOARD OF DIRECTORS OR MANAGEMENT OF BKF. STEEL PARTNERS IS NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING. SHOULD OTHER MATTERS, WHICH STEEL PARTNERS IS NOT AWARE OF A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED GOLD PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION. STEEL PARTNERS URGES YOU TO SIGN, DATE AND RETURN THE GOLD PROXY CARD IN FAVOR OF THE ELECTION OF ITS NOMINEES AND THE BUSINESS PROPOSALS DESCRIBED IN THIS PROXY STATEMENT. -2- IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY BKF MANAGEMENT TO BKF, YOU MAY REVOKE THAT PROXY AND VOTE FOR THE ELECTION OF STEEL PARTNERS' NOMINEES AND THE BUSINESS PROPOSALS DESCRIBED HEREIN BY SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING TO STEEL PARTNERS, C/O MORROW & CO., INC. WHICH IS ASSISTING IN THIS SOLICITATION, OR TO THE SECRETARY OF BKF, OR BY VOTING IN PERSON AT THE ANNUAL MEETING. -3- IMPORTANT YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN. STEEL PARTNERS URGES YOU TO SIGN, DATE, AND RETURN THE ENCLOSED GOLD PROXY CARD TODAY TO VOTE FOR THE ELECTION OF STEEL PARTNERS' NOMINEES AND FOR THE ADOPTION OF THE BUSINESS PROPOSALS DESCRIBED HEREIN. o If your Shares are registered in your own name, please sign and date the enclosed GOLD proxy card and return it to Steel Partners, c/o Morrow & Co., Inc., in the enclosed envelope today. o If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution on the Record Date, only it can vote such Shares and only upon receipt of your specific instructions. Accordingly, please contact the person responsible for your account and instruct that person to execute on your behalf the GOLD proxy card. Steel Partners urges you to confirm your instructions in writing to the person responsible for your account and to provide a copy of such instructions to Steel Partners, c/o Morrow & Co., Inc., who is assisting in this solicitation, at the address and telephone numbers set forth below, and on the back cover of this Proxy Statement, so that we may be aware of all instructions and can attempt to ensure that such instructions are followed. If you have any questions regarding your proxy, or need assistance in voting your Shares, please call: MORROW & CO., INC. 445 Park Avenue, 5th Floor New York, New York 10022 (212) 754-8000 BANKS AND BROKERAGE FIRMS, PLEASE CALL: (800) 654-2468 STOCKHOLDERS CALL TOLL FREE: (800) 607-0088 E-MAIL: STEEL.INFO@MORROWCO.COM -4- BACKGROUND TO SOLICITATION Steel Partners has been a long term investor in BKF since December 2003 and is currently the beneficial owner of 727,200 Shares, representing approximately 9.5% of the issued and outstanding Common Stock. The following is a chronology of events leading up to this proxy solicitation: o Over the past several months, Steel Partners entered into discussions with individual members of the Board of Directors to express Steel Partners' concerns regarding BKF's compensation arrangements, its failure to control administrative expenses, its disappointing financial performance and its failure to enact much needed corporate governance reforms. These discussions did not result in any substantive reforms by the Company. o On December 16, 2004, Steel Partners delivered a letter to BKF expressing its concern with BKF's corporate governance and operations and encouraging the BKF Board to implement various reforms. o On December 16, 2004, Steel Partners delivered a letter to BKF submitting, pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, a proposal to eliminate the classification of the BKF Board for inclusion in BKF's proxy statement at the Annual Meeting. o On December 16, 2004, Steel Partners delivered a letter to BKF requesting, pursuant to Section 220 of the Delaware General Corporation Law, a complete list of BKF's stockholders and other corporate records in order to allow Steel Partners to communicate with BKF's stockholders on Steel Partners' proposal to eliminate the classification of the BKF Board. o On February 11, 2005, Steel Partners delivered a letter to BKF nominating Warren G. Lichtenstein, Ronald LaBow and Kurt N. Schacht for election to the BKF Board at the Annual Meeting (the "Nomination Letter"). o On or around February 15, 2005, Steel Partners received a letter from BKF (the "BKF Response") requesting additional information concerning Steel Partners, its affiliates and the Nominees in order to evaluate the eligibility of the Nominees to be directors of BKF in accordance with the Company's Bylaws. BKF reserved the right to object to the eligibility of any of the Nominees and compliance of the Nomination Letter with the Company's Bylaws and applicable law, notwithstanding receipt of the requested information. o On February 24, 2005, Steel Partners delivered a letter to BKF containing the additional information requested in the BKF Response. Steel Partners believes that the information contained in the Nomination Letter fully complied with the advance notice requirements of the Company's Bylaws and that no additional information was required by BKF for Steel Partners to proceed with its nomination of the Nominees and solicitation of proxies in furtherance of the election of the Nominees, subject to filing a definitive proxy statement with the Securities and Exchange Commission ("SEC"). Steel Partners has not received a written response from BKF to this letter. -5- PROPOSAL NO. 1 ELECTION OF DIRECTORS The BKF Board is currently composed of nine directors divided into three equal classes serving staggered three-year terms. It is Steel Partners' understanding that the terms of three Class III directors of the BKF Board - J. Barton Goodwin, John A. Levin and Burton G. Malkiel - expire at the Annual Meeting. Steel Partners expects that the BKF Board will nominate these incumbent directors for re-election at the Annual Meeting. Steel Partners is seeking your support at the Annual Meeting to elect its Nominees in opposition to BKF's director nominees. REASONS WHY STEEL PARTNERS IS CHALLENGING THE INCUMBENT DIRECTORS Steel Partners is concerned about BKF's ability to implement a business plan that will promptly return the Company to consistent profitability. BKF, as further discussed in its public filings, operates entirely through John A. Levin & Co., an SEC-registered investment adviser, and its related entities. According to its Web site, John A. Levin & Co. manages approximately $13 Billion of assets with a focus on "value-oriented investment services." According to its public filings, BKF had net losses of approximately $1.8 Million and $8.4 Million for the years ended December 31, 2004 and December 31, 2003, respectively. It is quite evident from this performance that BKF has failed to deliver value to its own stockholders. We also believe that the BKF Board should immediately implement corporate governance reforms. This is why we previously submitted for inclusion in the Company's proxy statement for consideration at the Annual Meeting a proposal requesting that the BKF Board take the steps necessary to eliminate the classification of the BKF Board and to require that all directors stand for election annually. After Steel Partners filed its preliminary proxy statement in support of its proposal to declassify the BKF Board, on April 7, 2005 BKF filed its preliminary proxy statement with the SEC which includes a binding proposal to declassify the BKF Board. Although Steel Partners supports BKF's decision to put the issue of board classification to a binding vote at the Annual Meeting, the BKF Board does not state in its proxy statement that the individual board members will vote their shares in favor of this proposal. As approval of this proposal requires the affirmative vote of the holders of at least 80% of the outstanding Shares, Steel Partners is concerned that this proposal may not be approved unless BKF actively and wholeheartedly campaigns for its approval. Steel Partners is also disappointed with the proposed structure of the declassification of the BKF Board. If the proposal is approved, the board structure will be changed so that commencing with the 2006 annual meeting of stockholders and for each subsequent annual meeting, those directors whose terms expire at the applicable annual meeting of stockholders will be elected for a one-year term, such that only at the 2008 annual meeting of stockholders will the stockholders be able to elect the whole board at once. Steel Partners believes that the declassification should be done in a manner that does not affect the term of directors elected prior to the Annual Meeting. This structure would result in the BKF Board being fully declassified upon conclusion of the 2007 annual meeting of stockholders. The BKF Board's decision to implement the board declassification over a three-year period calls into question the BKF Board's purported commitment to sound corporate governance policies. -6- We have also publicly recommended that the BKF Board implement the following corporate governance and operational changes, as further discussed herein: o USE EXCESS CASH TO INCREASE DIVIDEND AND/OR REPURCHASE STOCK AGGRESSIVELY o APPOINT A SEASONED CHIEF OPERATING OFFICER WHO WILL REDUCE EXPENSES AND IMPROVE OPERATING PERFORMANCE o REDEEM BKF'S COMMON SHARE PURCHASE RIGHTS o ELIMINATE FROM THE CERTIFICATE OF INCORPORATION AND BYLAWS CERTAIN CLASSIC ANTI-TAKEOVER PROVISIONS As further described below, we believe that the election of the Nominees and approval of the stockholder proposals described herein represent the best means for BKF's stockholders to maximize the value of their Shares. Steel Partners, as one of the largest stockholders of BKF, has a vested financial interest in the maximization of the value of your Shares. Our interests are aligned with the interests of all stockholders. Additionally, Steel Partners believes that the Nominees have extensive experience in private and public investment, corporate governance and business management as further discussed in their biographical extracts below. If elected to the BKF Board, the Nominees will endeavor to use their collective experience to oversee the Company with a goal of achieving consistent profitability, implementing the corporate governance reforms and operational changes espoused by Steel Partners as well as exploring other alternatives to maximize stockholder value. There can be no assurance that these goals will be achieved if the Nominees are elected. -7- STEEL PARTNERS IS CONCERNED WITH BKF'S FAILURE TO CONSISTENTLY TURN A PROFIT According to its public filings, BKF had net losses of approximately $1.8 Million and $8.4 Million for the years ended December 31, 2004 and December 31, 2003, respectively. We do not understand how a money management company that manages approximately $13 Billion of assets and generated over $225 Million in revenues during this time period can lose money. BKF's financial performance during this period is especially alarming when compared to the financial performance of other publicly-traded money managers in the table set forth below. Twelve Months Ended December 31, 2004 ------------------------------------- Operating Income as a Percentage Revenues Operating Income of Revenues Return on Equity -------- ---------------- ----------- ---------------- (dollars in millions) Affiliated Managers Group Inc. $660 $268 40.6% 11.7% Eaton Vance Corp.1 $687 $235 34.3% 33.2% Gabelli Asset Management Inc. $255 $ 99 38.8% 17.1% Nuveen Investments Inc. $506 $255 50.4% 29.4% Waddell & Reed Financial Inc. $504 $163 34.5% 51.8% BKF Capital Group, Inc. $123 $ 3 2.4% (1.9)% 1 All figures for Eaton Vance Corp. are for the twelve months ended January 31, 2005. We believe the table above demonstrates an immediate need to improve the Company's financial performance. STEEL PARTNERS BELIEVES THAT BKF MUST ADOPT APPROPRIATE COMPENSATION ARRANGEMENTS WITH ITS INVESTMENT PROFESSIONALS We believe that a fundamental source of the Company's subpar financial performance is the BKF Board's failure to adopt appropriate compensation arrangements between BKF and its investment professionals. We have previously expressed to the BKF Board that the Company must adopt compensation arrangements that reward its key employees for performance and align their interests directly with the Company's clients and stockholders. We even requested from BKF documentation relating to the Company's compensation arrangements with its investment professionals. The Company has never replied to our request. On April 22, 2005, the Company publicly disclosed its compensation arrangements for 2005 for Frank Rango and Henry Levin, two senior portfolio managers. The Company has not disclosed comparable information with respect to its other senior investment professionals. -8- Various publicly-traded money managers have adopted compensation programs aligning the interests of key employees with the interests of clients and stockholders. For example, as recently as January 2005, Janus Capital Group approved a Mutual Fund Share Investment Plan for certain of its executive officers and key employees to align the interests of the participants with the interests of the company's mutual fund shareholders. The plan is designed to grant eligible employees long-term incentive awards in the form of deferred cash compensation that is credited with income, gains and losses based on the performance of the Janus mutual fund investments selected by the participant from a list of Janus Funds designated by the company. If the Nominees are elected, they will recommend that the BKF Board explore the adoption of similar compensation plans. STEEL PARTNERS BELIEVES THAT BKF SHOULD INCREASE ITS DIVIDEND TO STOCKHOLDERS AND/OR IMPLEMENT A STOCK REPURCHASE PROGRAM In order to fully realize the inherent value of the Shares, substantive changes need to be made in how the BKF Board operates the Company. As of March 31, 2005, BKF had cash, cash equivalents and U.S. Treasury bills of approximately $41 Million and no debt. We believe that BKF should utilize this cash to increase its annual dividend and/or commence a stock repurchase program which represent fundamentally sound methods to strengthen the Company's return on invested capital and maximize stockholder value. After Steel Partners filed its preliminary proxy statement, BKF announced that it had declared a special dividend of $0.925 per share reflecting a new policy adopted by the BKF Board to distribute to stockholders approximately 70% of the annual free cash flow generated by BKF. BKF also announced that it will continue to pay quarterly dividends (currently $.125 per share), which will be supplemented by an annual special dividend representing the difference between the quarterly dividends and approximately 70% of the free cash flow generated by BKF during the year. We believe that BKF should have distributed a substantial portion of its approximately $44 Million of cash, cash equivalents and U.S. Treasury bills as of December 31, 2004 and should also distribute to its stockholders 100% of the annual free cash flow. STEEL PARTNERS BELIEVES THAT BKF SHOULD APPOINT AN OPERATING OFFICER WHO WILL REDUCE EXPENSES AND IMPROVE THE COMPANY'S OPERATING PERFORMANCE We reiterate our view that John A. Levin & Co. serves its clients well and we are appreciative of John Levin's historical contribution to the firm. However, we believe that BKF could better leverage its investment professionals by filling the Chief Operating Officer position with a seasoned professional who could bring the Company's bottom-line performance in line with its industry peers. Mr. Levin also serves as Chairman and Chief Executive Officer of both John A. Levin & Co., the Company's money management subsidiary, and Levin Management Co., which owns and provides administrative and management services to John A. Levin & Co. If the Nominees are elected, they will petition the BKF Board to retain an executive search firm for the purpose of identifying a qualified replacement for Mr. Levin at the holding company level. -9- STEEL PARTNERS BELIEVES THAT BKF SHOULD TERMINATE ITS SPECIAL ARRANGEMENTS WITH RELATED PARTIES INCLUDING FAMILY MEMBERS OF JOHN A. LEVIN Certain members of the BKF Board have made it a practice to engage in related party transactions at the expense of the Company. We believe that the following relationships may impair the BKF Board's ability to exercise independent judgment. SPECIAL ARRANGEMENT WITH JOHN LEVIN'S SON HENRY LEVIN According to BKF's public filings, in 2004 Henry Levin, son of BKF Chairman and CEO John Levin, received compensation of approximately $6.8 Million as a portfolio manager for the event driven investment team and was allocated approximately $1.9 Million in incentive fees as the managing member of investment vehicles affiliated with the Company, or a total of approximately $8.7 Million in compensation. We question how the compensation paid to Henry Levin is aligned with the interests of the stockholders in light of the $1.8 Million in losses sustained by BKF in 2004. SPECIAL ARRANGEMENT WITH JOHN LEVIN'S DAUGHTER JENNIFER LEVIN CARTER According to BKF's public filings, in 2004 Jennifer Levin Carter, daughter of Chairman and CEO John Levin, received approximately $175,000 from the Company for "consulting services rendered to various alternative investment strategies of the Company." We question the need for the services of Mr. Levin's daughter. SPECIAL ARRANGEMENT WITH PETER J. SOLOMON COMPANY OF WHICH PETER J. SOLOMON IS CHAIRMAN According to BKF's public filings, in 2003 BKF paid Peter J. Solomon Company, of which BKF director Peter J. Solomon is Chairman, $100,000 for its "services as a financial advisor." We call upon BKF to disclose the exact scope of these advisory services and question whether these services could have been obtained by the Company on more favorable terms from independent third parties. In any event, we believe this arrangement brings into question Mr. Solomon's independence. SPECIAL ARRANGEMENT WITH TRAXIS PARTNERS OF WHICH BARTON BIGGS IS A MANAGING PARTNER According to BKF's public filings, in 2003 Traxis Partners, of which BKF director Barton Biggs is a Managing Partner, paid BKF $136,000 in rent for space in the Company's offices in New York City. This arrangement, in our opinion, creates the appearance of a conflict of interest and brings into question Mr. Biggs' independence. -10- STEEL PARTNERS BELIEVES THAT BKF SHOULD REDEEM THE COMMON SHARE PURCHASE RIGHTS ISSUED PURSUANT TO ITS "POISON PILL" In May 2001, the BKF Board adopted, without stockholder approval, a rights agreement or "poison pill" purportedly to protect stockholders from coercive or otherwise unfair takeover tactics. Historically, proponents of poison pills have asserted that they enable a board of directors to respond in an orderly fashion to unsolicited takeover bids by providing sufficient time to carefully evaluate the fairness of such a bid. We oppose BKF's poison pill because we believe that it places such an effective obstacle to a takeover bid that it serves to entrench the BKF Board and management. We believe that BKF's poison pill forces a would-be acquirer to negotiate its bid for the Company with management, instead of making its offer directly to the stockholders. In our opinion, the power of the BKF Board and management to block any bid that does not leave them in control adversely affects stockholder value. We further believe that the effect of the poison pill is to insulate management from the most fundamental accountability to stockholders by providing management and the BKF Board with a veto over takeover bids, even when stockholders might favorably view such bids. STEEL PARTNERS IS NOT ALONE IN ITS PUBLIC OPPOSITION TO BKF'S POISON PILL. DURING EACH OF THE LAST THREE ANNUAL MEETINGS OF STOCKHOLDERS OF BKF, STOCKHOLDER PROPOSALS TO REDEEM THE COMMON SHARE PURCHASE RIGHTS ISSUED PURSUANT TO THE POISON PILL HAVE BEEN APPROVED BY STOCKHOLDERS BY AN OVERWHELMING MAJORITY OF THE VOTE. SPECIFICALLY, APPROXIMATELY 66%, 77% AND 66% OF THE VOTES CAST RESPECTIVELY DURING THE 2004, 2003 AND 2002 ANNUAL MEETINGS WERE VOTED IN FAVOR OF THE STOCKHOLDER PROPOSALS. After each of these annual meetings, the BKF Board has reported in its public filings that it recognizes the stockholder vote in favor of this proposal but "continues to believe that the [poison pill] supports the objectives of preserving and maximizing the Company's value for all stockholders." In view of the overwhelming stockholder support this proposal has received for three straight years, Steel Partners had always been disappointed with the one-sentence boilerplate reason for rebuffing the stockholders' wishes and called upon BKF to publicly explain why it believes the poison pill preserves and maximizes stockholder value. After Steel Partners filed its preliminary proxy statement, BKF announced that the BKF Board approved an amendment to its poison pill to permit tender offers for the entire company should one be made. Specifically, bidders for 100% of BKF's outstanding shares would be exempt from the scope of the poison pill if they successfully acquire a majority of the Company's outstanding shares. The BKF Board also approved a provision mandating that the poison pill be re-evaluated every three years by the independent directors of the Company. While this amendment to the poison pill is a step in the right direction, Steel Partners believes that the amendment does not adequately address all its concerns with the poison pill, as further discussed in Proposal No. 6, and the poison pill should be terminated immediately. If the Nominees are elected, they will encourage the BKF Board to respect the right of the stockholders to participate in the governance of their company by terminating the poison pill and requiring that the stockholders approve any new stockholder rights plan. -11- STEEL PARTNERS BELIEVES THAT BKF SHOULD ELIMINATE FROM ITS CERTIFICATE OF INCORPORATION AND BYLAWS CERTAIN ANTI-TAKEOVER PROVISIONS The Company's Certificate of Incorporation ("Charter") and Bylaws contain numerous anti-takeover provisions that we believe infringe on the stockholders' rights to determine what is best for the Company and serve to entrench current management. These anti-takeover provisions include, but are not limited to, the following: o Charter provision requiring approval of holders of at least 80% of the Shares entitled to vote to remove directors o Charter provision requiring approval of holders of at least 80% of the Shares entitled to vote to approve mergers, consolidations, sales of substantially all the assets or liquidations not previously approved by at least two-thirds of the BKF Board o Charter and Bylaw provisions prohibiting stockholders from taking action by written consent in lieu of a meeting o Charter and Bylaws do not permit stockholders to call special meetings of stockholders We believe that the foregoing anti-takeover provisions are intended to disenfranchise stockholders and strip away any semblance of management accountability which BKF's stockholders deserve. After Steel Partners filed its preliminary proxy statement, BKF announced that it will submit for a vote at the Annual Meeting an amendment to its Charter to eliminate the supermajority stockholder voting requirement for mergers and other business combinations. Steel Partners supports this proposal. Again, however, Steel Partners is concerned because the BKF Board does not state in its proxy statement that the individual board members will vote their shares in favor of this proposal. As with the proposal to declassify the BKF Board, approval of the proposal to eliminate the supermajority stockholder voting requirement for fundamental transactions requires the affirmative vote of the holders of at least 80% of the outstanding Shares. If elected, the Nominees will, subject to their fiduciary duties, be committed to lobbying the BKF Board to eliminate the Company's remaining anti-takeover provisions. -12- THE NOMINEES The following information sets forth the name, age, business address, present principal occupation, and employment and material occupations, positions, offices, or employments for the past five years of each of the Nominees. This information has been furnished to Steel Partners by the Nominees. The Nominees are citizens of the United States of America. WARREN G. LICHTENSTEIN (AGE 39) has been the Chairman of the Board, Secretary and the Managing Member of Partners LLC, the general partner of Steel Partners, 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 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. The business address of Mr. Lichtenstein is c/o Steel Partners II, L.P., 590 Madison Avenue, 32nd Floor, New York, New York 10022. By virtue of his position with Partners LLC, Mr. Lichtenstein has the power to vote and dispose of the Shares owned by Steel Partners. Accordingly, Mr. Lichtenstein may be deemed to be the beneficial owner of the Shares owned by Steel Partners. For information regarding purchases and sales during the past two years by Steel Partners of securities of BKF that may be deemed to be beneficially owned by Mr. Lichtenstein, see Schedule I. RONALD LABOW (AGE 70) 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. The business address of Mr. LaBow is c/o WPN Corp., 110 East 59th Street, New York, New York 10022. As of the date hereof, Mr. LaBow did not beneficially own any securities of BKF. Mr. LaBow has not purchased or sold any securities of BKF during the past two years. -13- KURT N. SCHACHT (AGE 51) 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 Partners 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. In March 2005, Mr. Schacht was named as a member of the SEC Advisory Committee on Smaller Public Companies established to examine the impact of the Sarbanes-Oxley Act and other aspects of the federal securities laws on smaller companies. 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. The business address of Mr. Schacht is 10 Old Pound Ridge Road, Pound Ridge, New York 10576. As of the date hereof, Mr. Schacht did not beneficially own any securities of BKF. Mr. Schacht has not purchased or sold any securities of BKF during the past two years. There can be no assurance that the actions our Nominees intend to take as described above will be implemented if they are elected or that the election of our Nominees will improve the Company's business or otherwise enhance stockholder value. Your vote to elect the Nominees does not constitute a vote in favor of our value enhancing plans for BKF. Your vote to elect the Nominees will have the legal effect of replacing three incumbent directors of BKF with our Nominees. Neither we (nor to our knowledge, any other person on our behalf) has made or undertaken any analysis or reports as to whether stockholder value will be maximized as a result of this solicitation or obtained reports from consultants or other outside parties as to whether the proposals presented herein would have an effect on stockholder value. There can be no assurance that stockholder value will be maximized as a result of this solicitation or the election of the Nominees. The Nominees will not receive any compensation from Steel Partners for their services as directors of BKF. Other than as stated herein, there are no arrangements or understandings between Steel Partners and any of the Nominees or any other person or persons pursuant to which the nomination described herein is to be made, other than the consent by each of the Nominees to be named in this Proxy Statement and to serve as a director of BKF if elected as such at the Annual Meeting. None of the Nominees is a party adverse to BKF or any of its subsidiaries or has a material interest adverse to BKF or any of its subsidiaries in any material pending legal proceedings. -14- Steel Partners does not expect that the Nominees will be unable to stand for election, but, in the event that such persons are unable to serve or for good cause will not serve, the Shares represented by the enclosed GOLD proxy card will be voted for substitute nominees. In addition, Steel Partners reserves the right to nominate substitute persons if BKF makes or announces any changes to its Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying the Nominees. In any such case, Shares represented by the enclosed GOLD proxy card will be voted for such substitute nominees. Steel Partners reserves the right to nominate additional persons if BKF increases the size of the BKF Board above its existing size or increases the number of directors whose terms expire at the Annual Meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Steel Partners 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. YOU ARE URGED TO VOTE FOR THE ELECTION OF THE NOMINEES ON THE ENCLOSED GOLD PROXY CARD. -15- PROPOSAL NO. 2 BKF PROPOSAL TO DECLASSIFY BKF BOARD Article 6 of BKF's Charter provides that the BKF Board shall be divided into three classes, with each class having a three-year term. The BKF Board has adopted, subject to stockholder approval at the Annual Meeting, an amendment to revise Article 6 of the Charter to declassify the BKF Board. The proposal would allow for the annual election of directors in the manner described below. Steel Partners believes that BKF's classified board structure is not in the best interests of the stockholders because it reduces accountability of the BKF Board and, in Steel Partners' view, only serves to entrench current management. Steel Partners generally believes that all stockholders are entitled to have the opportunity to vote to elect all directors annually, not just once every three years. As discussed in further detail in the Company's proxy statement, the elimination of the classified board would require an amendment to BKF's Charter. If this proposal is approved by the stockholders, commencing with the 2006 annual meeting of stockholders and for each subsequent annual meeting, those directors whose terms expire at the applicable annual meeting of stockholders will be elected for a one-year term, such that from and after the 2008 annual meeting of stockholders, the BKF Board would cease to be classified and all directors would be elected for one-year terms at each annual meeting of stockholders. Steel Partners supports this proposal although it believes that the board declassification should be done in a manner that does not affect the term of directors elected prior to the Annual Meeting. This structure would result in the BKF Board being fully declassified upon conclusion of the 2007 annual meeting of stockholders. The amendment to BKF's Charter to implement this proposal is substantially in the form set forth in Appendix A of the Company's proxy statement. If approved, this proposal will become effective upon the filing of a Certificate of Amendment to the Charter with the Secretary of State of the State of Delaware containing substantially this amendment. Under BKF's Charter, approval of this proposal requires the affirmative vote of the holders of at least 80% of the outstanding Shares as of the Record Date. YOU ARE URGED TO VOTE FOR BKF'S PROPOSAL TO AMEND BKF'S CHARTER TO DECLASSIFY THE BKF BOARD. -16- PROPOSAL NO. 3 BKF PROPOSAL TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS FOR FUNDAMENTAL TRANSACTIONS Article 8 of BKF's Charter provides that a favorable vote of the holders of at least 80% of the shares of the Company then entitled to be voted on the matter shall be required to approve, adopt or authorize (1) any amendment to the Charter that makes the Shares a redeemable security (as that term is defined in the Investment Company Act of 1940), (2) a merger or consolidation of the Company with another corporation, (3) a sale of all or substantially all of the assets of the Company, or (4) a liquidation of the Company, unless such action has previously been approved, adopted or authorized by the affirmative vote of at least two-thirds of the total number of directors fixed in accordance with the Bylaws of the Company. The BKF Board has adopted, subject to stockholder approval, an amendment to eliminate Article 8 of the Charter in its entirety. The proposal would mean that the approval of any such transaction by the BKF Board and by holders of at least a majority of the outstanding stock of BKF entitled to vote on the matter would be sufficient to approve, adopt and authorize any such transaction, without the requirement of a supermajority vote by either the BKF Board or the stockholders. Steel Partners believes that a majority threshold for stockholder approval of fundamental transactions rather than a supermajority threshold is appropriate. Steel Partners believes that the requirement of a supermajority vote for fundamental transactions can limit the ability of BKF to enter into a value enhancing transaction such as a merger, consolidation or liquidation by effectively providing a veto to a large minority stockholder or stockholder group. As further discussed in the Company's proxy statement, the elimination of the supermajority voting requirement with respect to these transactions would require an amendment to BKF's Charter. The proposed amendment to BKF's Charter to implement this proposal is substantially in the form set forth in Appendix A of the Company's proxy statement. If approved, this proposal will become effective upon the filing of a Certificate of Amendment to BKF's Charter with the Secretary of State of the State of Delaware containing substantially this amendment. Under BKF's Charter, approval of this proposal requires the affirmative vote of the holders of at least 80% of the outstanding Shares as of the Record Date. YOU ARE URGED TO VOTE FOR BKF'S PROPOSAL TO AMEND BKF'S CHARTER TO ELIMINATE THE SUPERMAJORITY VOTING REQUIREMENTS FOR FUNDAMENTAL TRANSACTIONS. -17- PROPOSAL NO. 4 BKF PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS As discussed in further detail in the Company's proxy statement, prior to the Annual Meeting, the Audit Committee of the BKF Board reappointed Grant Thornton LLP, the independent registered public accounting firm, to audit the financial statements of the Company for the year ending December 31, 2005. BKF is asking stockholders to ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company. Steel Partners does not object to the ratification of the appointment of Grant Thornton LLP for the year ending December 31, 2005. -18- PROPOSAL NO. 5 STEEL PARTNERS PROPOSAL TO DECLASSIFY BKF BOARD On December 16, 2004, Steel Partners delivered a letter to BKF submitting a proposal for inclusion in BKF's proxy statement at the Annual Meeting pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended. The proposal requests that the BKF Board take the steps necessary to eliminate the classification of the BKF Board and to require that all directors stand for election annually. BKF's Charter currently requires that the BKF Board be divided into three classes having staggered three-year terms. In accordance with Rule 14a-8, Steel Partners submitted to BKF the following resolution and supporting statement that BKF will also be required to include in its proxy statement for approval at the Annual Meeting: RESOLUTION RESOLVED, that the stockholders of BKF Capital Group, Inc. request that the Board of Directors take the necessary steps to declassify the Board of Directors and to require that all directors stand for election annually. The Board declassification shall be done in a manner that does not affect the unexpired terms of directors previously elected. SUPPORTING STATEMENT We believe the election of directors is the most powerful way that stockholders influence the strategic direction of a public company. Currently, the Board of Directors of BKF Capital is divided into three classes serving staggered three-year terms. It is our belief that the classification of the Board of Directors is not in the best interests of BKF Capital and its stockholders because it reduces accountability and is an unnecessary anti-takeover device. The elimination of the staggered board would require each director to stand for election annually. We believe that such annual accountability would serve to keep directors closely focused on the performance of top executives and on maximizing stockholder value. Concerns that the annual election of directors would have a destabilizing impact by leaving our company without experienced board members in the event that all incumbents are voted out are unfounded. In the unlikely event the owners should choose to replace the entire board, it would be obvious that the incumbent directors' contributions were not valued. A classified board of directors protects the incumbency of the board of directors and current management, which in turn limits accountability to stockholders. It is our belief BKF Capital's corporate governance procedures and practices, and the level of management accountability they impose, are related to the financial performance of the company. We believe sound corporate governance practices, such as the annual election of directors, will impose the level of management accountability necessary to help insure that a good performance record continues over the long term. -19- Increasingly, classified boards like ours have become unpopular in recent years. Institutional investors are calling for the end of this system. California's Public Employees Retirement System, New York City pension funds, New York State pension funds and many others including the Council of Institutional Investors, and Institutional Shareholder Services, one of the most influential proxy evaluation services, support this position. During the past few years a majority of stockholders supported proposals asking their boards to repeal classified board structures at a number of respected companies, including FedEx, Baker Hughes, Starwood Hotels, Honeywell International, Morgan Stanley and Tellabs. For a greater voice in the governance of BKF Capital and annual Board of Directors accountability we ask stockholders to vote YES on this proposal. As discussed in further detail in the Company's proxy statement, after Steel Partners submitted this proposal to BKF, the BKF Board adopted, subject to stockholder approval at the Annual Meeting, an amendment to revise Article 6 of the Charter to declassify the BKF Board. BKF recommends that the stockholders vote against Steel Partners' proposal. Steel Partners supports both BKF's and Steel Partners' proposals to declassify the BKF Board as it believes the stockholders should not be restricted from voting on both a binding and non-binding proposal to take such action and that such proposals are not mutually exclusive. YOU ARE URGED TO VOTE FOR STEEL PARTNERS' RESOLUTION RECOMMENDING THAT THE BKF BOARD TAKE THE NECESSARY STEPS TO DECLASSIFY THE BKF BOARD. -20- PROPOSAL NO. 6 GAMCO PROPOSAL TO REDEEM POISON PILL In December 2004, GAMCO Investors, Inc., a significant institutional stockholder of BKF, submitted a proposal for inclusion in the Company's proxy statement at the Annual Meeting pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended. The proposal requests that the BKF Board redeem the rights issued pursuant to its Rights Agreement, commonly known as a "poison pill", unless the issuance is approved by the affirmative vote of a majority of the outstanding shares at a meeting of the stockholders held as soon as practical. On May 29, 2001, the BKF Board declared a dividend of one Common Share Purchase Right pursuant to a Rights Agreement dated as of June 8, 2001. Generally, the stockholders may exercise their rights under this kind of agreement (the "Rights") only when a person or group acquires, or through an exchange or tender offer attempts to acquire, a beneficial interest in 10% or more of the common stock of a company. Stockholders, other than the person or group attempting to acquire 10% of the common stock, may then exercise the Rights and receive stock at a fraction of its fair market value. The Company may redeem the Rights for $.01 per Right. The terms of the poison pill have the effect of thwarting an unwanted potential offer for BKF. While the BKF Board should have appropriate tools to ensure that all stockholders benefit from any proposal to buy BKF, we do not believe that the future possibility of responding to any unsolicited offer justifies the BKF Board's implementation of a poison pill. We believe that the BKF Board also adopted the poison pill in order to, among other things, entrench the BKF Board and management. This belief is partially based on John A. Levin & Company, Inc.'s and certain if its affiliates' exemption from the poison pill which effectively allows them to purchase an unlimited number of shares of BKF without triggering the poison pill. We feel it is appropriate at this time to eliminate management-entrenching governance structures, particularly the poison pill, in view of BKF's disappointing financial performance. We note that 2001, the year the poison pill was adopted, was the last profitable year for BKF. Accordingly, we believe that the BKF Board should take the necessary steps to redeem the rights issued pursuant to the Company's poison pill. Steel Partners is not affiliated with GAMCO and is acting alone, and not in concert with GAMCO, in its solicitation of stockholders to vote for the adoption of GAMCO's stockholder proposal to redeem the Company's poison pill. -21- After Steel Partners filed its preliminary proxy statement, BKF announced that the BKF Board approved an amendment to its poison pill to permit tender offers for the entire company should one be made. As discussed in further detail in the Company's proxy statement, the amendment provides that bidders for 100% of BKF's outstanding shares would be exempt from the scope of the poison pill if they successfully acquire a majority of the Company's outstanding shares. The BKF Board also approved a provision mandating that the poison pill be re-evaluated every three years by the independent directors of the Company. While this amendment to the poison pill is a step in the right direction, Steel Partners believes that the amendment does not adequately address all its concerns with the poison pill, and the poison pill should be terminated immediately. YOU ARE URGED TO VOTE FOR GAMCO'S RESOLUTION RECOMMENDING THAT THE BKF BOARD TAKE THE NECESSARY STEPS TO REDEEM THE POISON PILL. -22- PROPOSAL NO. 7 OPPORTUNITY PARTNERS PROPOSAL TO ENGAGE INVESTMENT BANKING FIRM In November 2004, Opportunity Partners L.P., a significant institutional stockholder of BKF, submitted a proposal for inclusion in the Company's proxy statement at the Annual Meeting pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended. The proposal requests that the BKF Board engage an investment banking firm to pursue a sale of the Company. In a supporting statement submitted with this proposal, Opportunity Partners stated that BKF's ratio of market capitalization to assets under management was less than 2%, well below the ratio of most other investment management companies. In addition, Opportunity Partners argued that some recent sales of hedge fund management firms at prices exceeding 10% of assets under management have occurred and therefore BKF could be an attractive acquisition candidate for a larger financial institution. We agree with these assertions and therefore believe that the BKF Board should engage an investment banking firm to pursue a sale of the Company. Steel Partners is not affiliated with Opportunity Partners and is acting alone, and not in concert with Opportunity Partners, in its solicitation of stockholders to vote for the adoption of Opportunity Partners' stockholder proposal to engage an investment banking firm to pursue a sale of the Company. YOU ARE URGED TO VOTE FOR OPPORTUNITY PARTNERS' RESOLUTION RECOMMENDING THAT THE BKF BOARD ENGAGE AN INVESTMENT BANKING FIRM TO PURSUE A SALE OF THE COMPANY. -23- VOTING AND PROXY PROCEDURES Only stockholders of record on the Record Date will be entitled to notice of and to vote at the Annual Meeting. Each Share is entitled to one vote. Stockholders who sell Shares before the Record Date (or acquire them without voting rights after the Record Date) may not vote such Shares. Stockholders of record on the Record Date will retain their voting rights in connection with the Annual Meeting even if they sell such Shares after the Record Date. Based on publicly available information, Steel Partners believes that the only outstanding class of securities of BKF entitled to vote at the Annual Meeting is the Shares. Shares represented by properly executed GOLD proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions, will be voted FOR the election of the Nominees to the BKF Board and FOR the business proposals described in this Proxy Statement, and in the discretion of the persons named as proxies on all other matters as may properly come before the Annual Meeting. We are asking you to elect our Nominees and to adopt the business proposals described in this Proxy Statement. The enclosed GOLD proxy card may only be voted for our Nominees and does not confer voting power with respect to the Company's nominees. Accordingly, you will not have the opportunity to vote for any of BKF's nominees. You can only vote for BKF's nominees by signing and returning a proxy card provided by BKF. Stockholders should refer to the Company's proxy statement for the names, backgrounds, qualifications and other information concerning the Company's nominees. The participants in this solicitation intend to vote all of their Shares in favor of the Nominees and the business proposals described in this Proxy Statement and will not vote their Shares in favor of any of BKF's nominees. QUORUM In order to conduct any business at the Annual Meeting, a quorum must be present in person or represented by valid proxies. A quorum consists of a majority of the Shares issued and outstanding on the Record Date. All Shares that are voted "FOR", "AGAINST" or "ABSTAIN" (or "WITHHOLD" in the case of election of directors) on any matter will count for purposes of establishing a quorum and will be treated as Shares entitled to vote at the Annual Meeting (the "Votes Present"). VOTES REQUIRED FOR APPROVAL ELECTION OF DIRECTORS. A plurality of the total votes cast ("Votes Cast") by holders of the Shares for the Nominees is required for the election of directors and the three nominees who receive the most votes will be elected (assuming a quorum is present). A vote to "WITHHOLD" for any nominee for director will be counted for purposes of determining the Votes Present, but will have no other effect on the outcome of the vote on the election of directors. A stockholder may cast such votes for the Nominees either by so marking the ballot at the Annual Meeting or by specific voting instructions sent with a signed proxy to either Steel Partners in care of Morrow & Co., Inc. at the address set forth on the back cover of this Proxy Statement or to BKF at One Rockefeller Plaza, New York, New York 10020 or any other address provided by BKF. -24- PROPOSALS TO AMEND BKF CHARTER. Approval of BKF's proposals to amend BKF's Charter to declassify the BKF Board and eliminate the supermajority voting requirements for fundamental transactions require the affirmative vote of at least 80% of the Shares outstanding as of the Record Date. STOCKHOLDER PROPOSALS. The vote required for the stockholder proposals to declassify the BKF Board, redeem the poison pill and engage an investment banking firm is the affirmative vote of a majority of the Votes Present. ABSTENTIONS Abstentions will count as Votes Present for the purpose of determining whether a quorum is present. Abstentions will not be counted as Votes Cast in the election of directors. Abstentions will have the effect of a vote against the other business matters set forth in this Proxy Statement. BROKER NON-VOTES Shares held in street name that are present by proxy will be considered as Votes Present for purposes of determining whether a quorum is present. With regard to certain proposals, the holder of record of Shares held in street name is permitted to vote as it determines, in its discretion, in the absence of direction from the beneficial holder of the Shares. The term "broker non-vote" refers to shares held in street name that are not voted with respect to a particular matter, generally because the beneficial owner did not give any instructions to the broker as to how to vote such shares on that matter and the broker is not permitted under applicable rules to vote such shares in its discretion because of the subject matter of the proposal, but whose shares are present on at least one matter. Such shares shall be counted as Votes Present for the purpose of determining whether a quorum is present, if voting instructions are given by the beneficial owner as to at least one of the matters to be voted on. Broker non-votes will not be counted as Votes Present with respect to matters as to which the record holder has expressly not voted. Accordingly, Steel Partners believes that broker non-votes will have the effect of a vote against BKF's proposals to amend BKF's Charter to declassify the BKF Board and eliminate the supermajority voting requirements for fundamental transactions and no effect upon the outcome of voting on the stockholder proposals set forth in this Proxy Statement. -25- REVOCATION OF PROXIES Stockholders of BKF may revoke their proxies at any time prior to exercise by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy) or by delivering a written notice of revocation. The delivery of a subsequently dated proxy which is properly completed will constitute a revocation of any earlier proxy. The revocation may be delivered either to Steel Partners in care of Morrow & Co., Inc. at the address set forth on the back cover of this Proxy Statement or to BKF at One Rockefeller Plaza, New York, New York 10020 or any other address provided by BKF. Although a revocation is effective if delivered to BKF, Steel Partners requests that either the original or photostatic copies of all revocations be mailed to Steel Partners in care of Morrow & Co., Inc. at the address set forth on the back cover of this Proxy Statement so that Steel Partners will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of record on the Record Date of a majority of the outstanding Shares. Additionally, Morrow & Co., Inc. may use this information to contact stockholders who have revoked their proxies in order to solicit later dated proxies for the election of the Nominees and approval of the business proposals described herein. IF YOU WISH TO VOTE FOR THE ELECTION OF THE NOMINEES TO THE BKF BOARD OR FOR THE BUSINESS PROPOSALS DESCRIBED IN THIS PROXY STATEMENT, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED GOLD PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. SOLICITATION OF PROXIES The solicitation of proxies pursuant to this Proxy Statement is being made by Steel Partners. Proxies may be solicited by mail, facsimile, telephone, telegraph, in person and by advertisements. Steel Partners will not solicit proxies via the Internet. Steel Partners has entered into an agreement with Morrow & Co., Inc. for solicitation and advisory services in connection with this solicitation, for which Morrow & Co., Inc. will receive a fee not to exceed $75,000.00, together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. Morrow & Co., Inc. will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. Steel Partners has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the Shares they hold of record. Steel Partners will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. It is anticipated that Morrow & Co., Inc. will employ approximately 25 persons to solicit BKF's stockholders for the Annual Meeting. The entire expense of soliciting proxies is being borne by Steel Partners pursuant to the terms of the Joint Filing and Solicitation Agreement (as defined below). Costs of this solicitation of proxies are currently estimated to be approximately $250,000.00. Steel Partners estimates that through the date hereof, its expenses in connection with this solicitation are approximately $125,000.00. -26- OTHER PARTICIPANT INFORMATION Each member of the Group is a participant in this solicitation. Warren G. Lichtenstein is Chairman of the Board, Secretary and the Managing Member of Partners LLC, a Delaware limited liability company. Partners LLC is the general partner of Steel Partners. The principal business of Mr. Lichtenstein, Partners LLC and Steel Partners is investing in the securities of small-cap companies. The principal business address of Mr. Lichtenstein, Partners LLC and Steel Partners is 590 Madison Avenue, 32nd Floor, New York, New York 10022. As of the date hereof, Steel Partners is the beneficial owner of 727,200 Shares. Partners LLC does not beneficially own any Shares on the date hereof, except by virtue of its role in Steel Partners. Mr. Lichtenstein may be deemed to beneficially own the 727,200 Shares of BKF owned by Steel Partners by virtue of his positions with Partners LLC. For information regarding purchases and sales of securities of BKF during the past two years by Steel Partners, see Schedule I. On February 11, 2005, the members of the Group entered into a Joint Filing and Solicitation Agreement in which, among other things, (i) 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, (ii) the parties agreed to solicit proxies or written consents for the election of the Nominees, or any other person(s) nominated by Steel Partners, to the BKF Board at the Annual Meeting (the "Solicitation"), and (iii) Steel Partners 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. Steel Partners intends to seek reimbursement from BKF of all expenses it incurs in connection with the Solicitation. Steel Partners does not intend to submit the question of such reimbursement to a vote of security holders of the Company. Except as set forth in this Proxy Statement (including the Schedules hereto), (i) during the past 10 years, no participant in this solicitation has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no participant in this solicitation directly or indirectly beneficially owns any securities of BKF; (iii) no participant in this solicitation owns any securities of BKF which are owned of record but not beneficially; (iv) no participant in this solicitation has purchased or sold any securities of BKF during the past two years; (v) no part of the purchase price or market value of the securities of BKF owned by any participant in this solicitation is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no participant in this solicitation is, or within the past year was, a party to any contract, arrangements or understandings 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; (vii) no associate of any participant in this solicitation owns beneficially, directly or indirectly, any securities of BKF; (viii) no participant in this solicitation owns beneficially, directly or indirectly, any securities of any parent or subsidiary of BKF; (ix) no participant in this solicitation or any of his/its associates was a party to any transaction, or series of similar transactions, since the beginning of BKF's last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which BKF or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $60,000; (x) no participant in this solicitation or any of his/its associates has any arrangement or -27- understanding with any person with respect to any future employment by BKF or its affiliates, or with respect to any future transactions to which BKF or any of its affiliates will or may be a party; and (xi) no person, including the participants in this solicitation, who is a party to an arrangement or understanding pursuant to which the Nominees are proposed to be elected has a substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted on at the Annual Meeting. OTHER MATTERS AND ADDITIONAL INFORMATION Steel Partners is unaware of any other matters to be considered at the Annual Meeting. However, should other matters, which Steel Partners is not aware of a reasonable time before this solicitation, be brought before the Annual Meeting, the persons named as proxies on the enclosed GOLD proxy card will vote on such matters in their discretion. Steel Partners has omitted from this Proxy Statement certain disclosure required by applicable law that is already included in the Company's proxy statement. This disclosure includes, among other things, biographical information on BKF's directors and executive officers, information concerning executive compensation, an analysis of cumulative total returns on an investment in Shares during the past five years and procedures for submitting proposals for inclusion in the Company's proxy statement at the next annual meeting. Stockholders should refer to the Company's proxy statement in order to review this disclosure. See Schedule II for information regarding persons who beneficially own more than 5% of the Shares and the ownership of the Shares by the management of BKF. The information concerning BKF contained in this Proxy Statement and the Schedules attached hereto has been taken from, or is based upon, publicly available information. STEEL PARTNERS II, L.P. May 11, 2005 -28- SCHEDULE I TRANSACTIONS IN SECURITIES OF BKF DURING THE PAST TWO YEARS CLASS QUANTITY PRICE PER DATE OF OF SECURITY PURCHASED SHARE ($) PURCHASE - ----------------- ------------------ ----------------- ---------------------- STEEL PARTNERS II, L.P. - -------------------------------------------------------------------------------- Common Stock 200 23.8000 12/12/03 Common Stock 1,100 24.9873 12/22/03 Common Stock 2,000 24.5000 12/24/03 Common Stock 4,100 25.0000 1/05/04 Common Stock 4,300 25.5000 1/12/04 Common Stock 5,000 25.5000 1/13/04 Common Stock 1,200 25.7000 3/29/04 Common Stock 3,000 25.6300 3/30/04 Common Stock 1,000 25.4000 3/31/04 Common Stock 2,000 26.5000 4/02/04 Common Stock 2,200 26.4964 4/06/04 Common Stock 100,000 26.4900 4/07/04 Common Stock 50,300 26.5296 4/12/04 Common Stock 75,000 26.7800 4/15/04 Common Stock 189,500 26.9799 4/20/04 Common Stock 2,300 27.1430 4/21/04 Common Stock 100 27.2000 4/22/04 Common Stock 6,800 27.4040 4/29/04 Common Stock 800 27.4025 4/30/04 Common Stock 4,700 28.5000 5/27/04 Common Stock 9,000 28.2733 6/03/04 Common Stock 2,000 28.4295 6/08/04 Common Stock 2,400 28.5050 6/10/04 Common Stock 3,000 26.6500 8/13/04 Common Stock 185,000 27.5300 8/16/04 -29- Common Stock 12,600 39.4141 3/21/05 Common Stock 11,300 39.7027 3/29/05 Common Stock 2,700 39.7500 3/30/05 Common Stock 8,400 37.4223 4/15/05 Common Stock 6,300 37.4629 4/18/05 Common Stock 15,000 37.3767 4/20/05 Common Stock 13,900 35.1820 4/26/05 - -------------------------------------------------------------------------------- -30- SCHEDULE II THE FOLLOWING TABLE IS REPRINTED FROM THE COMPANY'S PROXY STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 2005 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The table below sets forth the beneficial ownership as of April 25, 2005 of (1) each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of the Company's common stock, (2) each director and nominee for director of the Company, (3) each executive officer of the Company whose name appears on the summary compensation table below (the "Named Executive Officers") and (4) all directors and executive officers of the Company as a group. Each person had sole or shared voting or dispositive powers with respect to such shares. PERCENT NAME OF BENEFICIAL OWNER NUMBER OF SHARES OF CLASS - ------------------------ ---------------- -------- John A. Levin............................. 695,860(1) 9.2% c/o BKF Capital Group, Inc. One Rockefeller Plaza New York, NY 10020 Steel Partners II, L.P.................... 669,600(2) 8.9% 590 Madison Avenue New York, NY 10022 Owl Creek Asset Management, L.P........... 463,600(3) 6.2% 410 Park Avenue, Suite #420 New York, NY 10022 Mario J. Gabelli.......................... 510,100(4) 6.8% One Corporate Center Rye, NY 10580 Cannell Capital LLC....................... 360,200(5) 4.8% 150 Capital Street, Fifth Floor San Francisco, CA 94111 Anson M. Beard, Jr........................ 2,400(6)(7) * Barton M. Biggs........................... 2,400(6)(7) * J. Barton Goodwin......................... 55,776(6)(7)(8) * David D. Grumhaus......................... 11,835(7)(9) * Burton G. Malkiel......................... 5,900(6) * Peter J. Solomon.......................... 3,400(6)(7) * Dean J. Takahashi......................... 2,582(6)(7) * James S. Tisch............................ 4,400(6)(7) * Glenn A. Aigen............................ 22,339(10) * Norris Nissim............................. 7,817(11) * Henry L. Levin............................ 22,362(12) * Frank F. Rango............................ 21,455(13) * Directors and executive officers as a group (13 persons).......... 858,526 11.4% * Less than 1% - -------------------- -31- (1) Includes 18,907 shares of common stock held by family members or trusts, 20,321 shares of restricted stock granted on March 10, 2004 which will vest on March 10, 2007, 26,465 shares of restricted stock granted on March 10, 2005 of which one third will vest on December 31, 2005, December 31, 2006 and December 31, 2007, respectively. (2) The information set forth is based solely on Amendment No. 4 to Schedule 13D filed with the SEC on March 24, 2005. (3) The information set forth is based solely upon the Amendment No. 1 to Form 13F filed with the SEC on May 3, 2005 by Owl Creek Asset Management, L.P. (4) The information set forth is based solely on Amendment No. 10 to Schedule 13D filed with the SEC on April 28, 2005 and includes 193,500 shares held by Gabelli Funds, LLC, 278,700 shares held by GAMCO Investors Inc., 3,900 shares held by Gabelli Foundation, Inc., 8,000 shares held by Gabelli & Company, Inc. Profit Sharing Plan, 11,500 shares held by Gabelli Advisors, Inc. and 14,500 shares held by MJG Associates, Inc. (5) The information set forth is based solely upon the Schedule 13G filed with the SEC on February 11, 2005 and includes 64,300 shares held by The Anegada Master Fund, 101,100 shares held by The Cuttyhunk Fund Limited, 114,900 shares held by Tonga Partners, L.P., 54,900 shares held by GS Cannell Portfolio, LLC and 25,000 shares held by Pleiades Investment Partners, L.P. Based upon the Schedule 13G filing on February 11, 2005, the reporting person beneficially owned 5.1% of the total outstanding amount of shares of common stock of the Company. (6) Includes 1,200 shares of restricted stock granted on May 13, 2004 which vested on January 2, 2005 and 1,200 shares of restricted common stock granted on March 23, 2005 of which one half will vest on April 1, 2005 and one quarter will vest on each of July 1, 2005 and October 1, 2005. (7) The number of shares does not include any shares underlying the restricted stock units granted to Messrs. Beard, Biggs, Goodwin, Grumhaus, Solomon, Takahashi and Tisch. Each of these directors, with the exception of Mr. Biggs has received 3,500 restricted stock units (Mr. Biggs has received 1,125), but the shares underlying these restricted stock units are not deliverable, either by the terms of the awards regarding vesting and delivery or because of a deferral election by the directors, within 60 days of March 31, 2005. The number of shares listed also does not include any shares underlying 161,725 restricted stock units granted to Mr. Levin. The shares underlying these restricted stock units are not deliverable, either by the terms of the awards regarding vesting and delivery or because of a deferral election by Mr. Levin, within 60 days of March 31, 2005. See "Compensation - Executive Officer Compensation" for a description of these grants. (8) Includes 53,376 shares of common stock owned by immediate family members or trusts. (9) Includes 9,303 shares of common stock held by family members or trusts and 1,200 shares of restricted stock granted on May 13, 2004 which vested on January 2, 2005. -32- (10) Includes 19,555 shares of common stock relating to options which have vested or will vest within 60 days of March 31, 2004 and 1,384 shares of restricted stock granted on March 10, 2004 which will vest on March 9, 2007 and 1,400 shares of restricted stock granted on March 10, 2005, of which one third will vest on December 31, 2005, December 31, 2006 and December 31, 2007, respectively. (11) Includes 2,933 shares of restricted stock granted on March 10, 2005 of which one third will vest on December 31, 2005, December 31, 2006 and December 31, 2007, respectively. (12) Henry Levin also owns 61,583 restricted stock units, the shares of common stock underlying which will vest and be delivered on December 3, 2005. (13) Frank Rango also owns 61,583 restricted stock units, the shares of common stock underlying which will vest and be delivered on December 3, 2005. -33- IMPORTANT Tell your Board what you think! Your vote is important. No matter how many Shares you own, please give Steel Partners your proxy FOR the election of Steel Partners' Nominees and FOR the adoption of the business proposals described in this Proxy Statement by taking three steps: o SIGNING the enclosed GOLD proxy card, o DATING the enclosed GOLD proxy card, and o MAILING the enclosed GOLD proxy card TODAY in the envelope provided (no postage is required if mailed in the United States). If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such Shares and only upon receipt of your specific instructions. Accordingly, please contact the person responsible for your account and instruct that person to execute the GOLD proxy card representing your Shares. Steel Partners urges you to confirm in writing your instructions to Steel Partners in care of Morrow & Co., Inc. at the address provided below so that Steel Partners will be aware of all instructions given and can attempt to ensure that such instructions are followed. If you have any questions or require any additional information concerning this Proxy Statement, please contact Morrow & Co., Inc. at the address set forth below. MORROW & CO., INC. 445 Park Avenue, 5th Floor New York, New York 10022 (212) 754-8000 BANKS AND BROKERAGE FIRMS, PLEASE CALL: (800) 654-2468 STOCKHOLDERS CALL TOLL FREE: (800) 607-0088 E-MAIL: STEEL.INFO@MORROWCO.COM BKF CAPITAL GROUP, INC. 2005 ANNUAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF STEEL PARTNERS II, L.P. THE BOARD OF DIRECTORS OF BKF CAPITAL GROUP, INC. IS NOT SOLICITING THIS PROXY P R O X Y The undersigned appoints Warren G. Lichtenstein and Ronald LaBow, and each of them, attorneys and agents with full power of substitution to vote all shares of common stock of BKF Capital Group, Inc. (the "Company") which the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders of the Company, and including at any adjournments or postponements thereof and at any meeting called in lieu thereof. The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of common stock of the Company held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in their discretion with respect to any other matters as may properly come before the Annual Meeting. IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 - 7. This Proxy will be valid until the sooner of one year from the date indicated on the reverse side and the completion of the Annual Meeting. IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY! CONTINUED AND TO BE SIGNED ON REVERSE SIDE [X] PLEASE MARK VOTE AS IN THIS EXAMPLE 1. ELECTION OF DIRECTORS: FOR ALL WITHHOLD EXCEPT AUTHORITY TO NOMINEE(S) FOR VOTE FOR ALL WRITTEN ALL NOMINEES ALL NOMINEES BELOW Nominees: Warren G. Lichtenstein [ ] [ ] [ ] Ronald LaBow Kurt N. Schacht ---------------- 2. APPROVAL OF THE COMPANY'S PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS: FOR AGAINST ABSTAIN [ ] [ ] [ ] 3. APPROVAL OF THE COMPANY'S PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPERMAJORITY VOTING REQUIREMENTS FOR FUNDAMENTAL TRANSACTIONS: FOR AGAINST ABSTAIN [ ] [ ] [ ] 4. APPROVAL OF THE COMPANY'S PROPOSAL TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY'S REGISTERED PUBLIC ACCOUNTING FIRM: FOR AGAINST ABSTAIN [ ] [ ] [ ] 5. APPROVAL OF THE STOCKHOLDER PROPOSAL REQUESTING THE DECLASSIFICATION OF THE COMPANY'S BOARD OF DIRECTORS: FOR AGAINST ABSTAIN [ ] [ ] [ ] 6. APPROVAL OF THE STOCKHOLDER PROPOSAL REQUESTING THE REDEMPTION OF THE RIGHTS ISSUED PURSUANT TO THE COMPANY'S POISON PILL: FOR AGAINST ABSTAIN [ ] [ ] [ ] 7. APPROVAL OF THE STOCKHOLDER PROPOSAL REQUESTING THE ENGAGEMENT OF AN INVESTMENT BANKING FIRM TO PURSUE A SALE OF THE COMPANY: FOR AGAINST ABSTAIN [ ] [ ] [ ] DATED: ____________________________ ____________________________________ (Signature) ____________________________________ (Signature, if held jointly) ____________________________________ (Title) WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.
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DEFC14A Filing
Steel Partners Ii Inactive DEFC14AProxy in contested solicitation
Filed: 11 May 05, 12:00am