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.
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(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
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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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.
