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 /x/ Definitive Additional Materials / / 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") is filing materials contained in this Schedule 14A with the Securities and Exchange Commission in connection with the solicitation of proxies in support of the election of the nominees of Steel to the Board of Directors of BKF Capital Group, Inc. (the "Company") and other business proposals at the 2005 annual meeting of the stockholders of the Company scheduled to be held on June 9, 2005, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof. Item 1: The following is a press release issued by Steel Partners II, L.P. on May 26, 2005. FOR ADDITIONAL INFORMATION, PLEASE CONTACT: Media: Sitrick And Company Investors: Morrow & Co., Inc. Los Angeles John Ferguson Michael Sitrick (800) 654-2468 Terry Fahn steel.info@morrowco.com (310) 788-2850 New York Jeff Lloyd (212) 573-6100 FOR IMMEDIATE RELEASE STEEL PARTNERS II, L.P. WINS ISS SUPPORT ISS RECOMMENDS BKF CAPITAL GROUP SHAREHOLDERS VOTE FOR STEEL PARTNERS' NOMINEES ON THE GOLD PROXY CARD ISS ALSO RECOMMENDS SHAREHOLDERS VOTE FOR CRITICAL CORPORATE GOVERNANCE INITIATIVES SUPPORTED BY STEEL PARTNERS NEW YORK, NY - MAY 26, 2005 -- Steel Partners II, L.P. announced today that Institutional Shareholder Services ("ISS"), the nation's leading proxy voting advisory service, has recommended that its clients vote to elect Steel Partners' three independent nominees, Warren G. Lichtenstein, Kurt N. Schacht and Ronald LaBow, to the board of directors of BKF Capital Group, Inc. (NYSE:BKF) at BKF's June 9, 2005 annual meeting of shareholders. ISS provides proxy advisory services to hundreds of institutional investors, mutual funds, and other fiduciaries. In its report dated May 25, 2005, ISS noted the strength of Steel Partners' slate of nominees, stating that: -- "The company's less than stellar track record with respect to corporate governance warrants the presence of Kurt Schacht on the board." -- "The board could use an additional layer of discipline and oversight provided by director nominees Warren Lichtenstein and Ronald LaBow in light of the difficulties facing the company's long-only business unit." Warren G. Lichtenstein, the managing member of Steel Partners, stated, "We were delighted to learn of the endorsement by ISS of our slate of highly qualified, independent nominees. We believe that the election of our nominees will be the first step in restoring shareholder confidence in the board. If elected, our nominees will endeavor to work with the other members of the BKF board to promote good corporate governance practices and maximize shareholder value." ISS also took the opportunity in its report to acknowledge the character of Mr. Lichtenstein. ISS states, "Mr. Lichtenstein is highly regarded as a discoverer and `unlocker' of shareholder value as well as a promoter of good corporate governance. Mr. Lichtenstein does not have the reputation as a `flipper' of his portfolio companies, as evidenced by his continued ownership of shares (and tenure on the board) of several companies in which he has invested." Mr. Lichtenstein responded, "I am pleased with ISS' recognition of my prior corporate governance and value enhancing initiatives relating to Steel Partners' portfolio companies. We have not and will not depart from this approach with respect to our investment in BKF. Clearly, I have staked my reputation on this commitment to BKF and its shareholders. Accusations by the BKF board that we may have other self-serving objectives have no merit." In its report, ISS also supports Steel Partners' non-binding proposal recommending that the board of directors declassify the board as well as a non-binding proposal submitted by GAMCO Investors, Inc. recommending that the board redeem BKF's poison pill. For three consecutive years the shareholders have overwhelmingly supported prior proposals by GAMCO requesting the board to redeem the poison pill. After Steel Partners nominated its slate of directors, BKF modified the poison pill so that it does not apply to tender offers for the entire company and will be subject to independent director evaluation every three years, known as a TIDE provision. In its report, ISS comments, "We note that BKF did not respond fully to the shareholders' wishes for the past three years, and only made the partial step towards implementing change after Steel Partners publicly announced its intent to engage in a proxy fight. The 100% bid and TIDE amendments are not a sufficient response. At a minimum, the board should have put the pill to a binding shareholder vote this year." BKF also included in its proxy statement a binding proposal to declassify the board of directors after Steel Partners submitted its non-binding proposal recommending that the board take such action. In response, ISS states, "As with the poison pill, we note that the company's good governance proposals were submitted only after Steel Partners declared its intentions to run for board seats. The timing of the reforms call into question whether the company has truly `seen the light,' or if it is merely taking defensive steps as part of its proxy strategy." "We find some credence to Steel Partners' argument that, if BKF was truly serious about seeing these changes approved, the company would have both publicly committed insiders to vote in favor of the proposals and in addition would have allowed enough time to conduct a full scale campaign to `get out the vote.'" Mr. Lichtenstein commented, "We are delighted that ISS shares our view that the timing of these initiatives calls into question whether BKF is truly committed to not only recommending but also implementing meaningful corporate governance reform. We need a board that is more accountable, not one that only reacts when shareholders apply a little pressure." Mr. Lichtenstein concluded, "Steel Partners is the largest institutional shareholder of BKF. Our interests are aligned with those of the other shareholders. We believe that a change within the board of BKF is necessary in order to achieve consistent profitability and implement much needed corporate governance reforms. We urge you to follow ISS' recommendation to vote the GOLD proxy card FOR Steel Partners' three independent nominees. We also urge you to vote the GOLD proxy card FOR the business proposals contained in Steel Partners' proxy statement." SHAREHOLDERS OF BKF ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY STEEL PARTNERS II, L.P. AND THE OTHER PARTICIPANTS IN THE SOLICITATION FOR USE AT BKF'S ANNUAL MEETING SCHEDULED TO BE HELD ON JUNE 9, 2005. THE DEFINITIVE PROXY STATEMENT IS AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEB SITE AT WWW.SEC.GOV OR BY CALLING MORROW & CO., INC., TOLL FREE AT (800) 607-0088.
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DFAN14A Filing
Steel Partners Ii Inactive DFAN14AAdditional proxy materials by non-management
Filed: 26 May 05, 12:00am