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 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.
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DFAN14A Filing
Steel Partners Ii Inactive DFAN14AAdditional proxy materials by non-management
Filed: 27 May 05, 12:00am