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)
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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(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
GLASS LEWIS SUPPORTS STEEL PARTNERS' NOMINEES AND
CORPORATE GOVERNANCE INITIATIVES;
RECOMMENDS ELECTION OF THREE STEEL PARTNERS' NOMINEES CONTRARY TO
BKF'S PRESS RELEASE
NEW YORK, NY - MAY 27, 2005 -- Steel Partners II, L.P. announced today that
Glass Lewis & Co., a leading independent proxy advisory firm, recommends that
BKF shareholders use the GOLD proxy card 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.
In its report, Glass Lewis states, "'The Company could use some new thinking and
an outside perspective in the board room." They also noted, "In our opinion, the
dissidents rightly argue that the board has not effectively served shareholders
in significant respects. In our view, the current board of directors had failed
shareholders in choosing not to implement shareholder-approved proposals." They
further stated, "Our analysis also suggests that the compensation committee has
done a poor job of linking pay with performance. The top executives of the
Company received over $5 million (excluding compensation received by Henry
Levin, a portfolio manager and the son of John Levin, totaling over $8 million
in 2004) while many of the performance metrics lagged behind its peers."
Warren G. Lichtenstein, the managing member of Steel Partners, stated, "This
endorsement from Glass Lewis comes on the heels of a similar endorsement that we
just received from Institutional Shareholder Services (ISS). The fact that Glass
Lewis and ISS have both recommended our nominees and corporate governance
initiatives sends a clear message to BKF's board that it's time for a change."
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.
