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 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. SUPPLEMENT DATED JUNE 9, 2005 TO THE PROXY STATEMENT OF STEEL PARTNERS II, L.P. DATED MAY 11, 2005 GENERAL INFORMATION Steel Partners II, L.P., a Delaware limited partnership ("Steel Partners" or "we"), is mailing this supplement to you in connection with the postponement of the annual meeting of stockholders (the "Annual Meeting") and a supplement to the proxy statement (the "BKF Supplement") of BKF Capital Group, Inc., a Delaware corporation ("BKF" or the "Company"), dated May 10, 2005, relating to the Annual Meeting. On June 8, 2005, BKF announced that its board of directors (the "BKF Board") postponed the date of the Annual Meeting, which was previously scheduled to be held on June 9, 2005. The Annual Meeting is now scheduled to be held on Thursday, June 23, 2005, at 8:00 a.m., at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York. Please note that neither the record date for determining stockholders entitled to vote at the Annual Meeting nor the matters that stockholders will be asked to vote on have changed. All previously submitted proxy cards remain valid. This supplement is being mailed to stockholders of record of the Company commencing on or about June 9, 2005. The BKF Supplement does not contain any new proposals for consideration. At the Annual Meeting, stockholders will be asked to vote on the same seven proposals set forth in Steel Partners' proxy statement dated May 11, 2005. In the BKF Supplement, the BKF Board has (1) changed the order in which the proposals will be voted, (2) modified Proposal 2 and (3) supplemented its position with respect to Proposals 6 and 7. The BKF Board has not modified or supplemented Proposals 3, 4 or 5. Proposal 2 regarding declassification of the BKF Board will be presented to stockholders for a vote prior to Proposal 1. The matters for consideration by stockholders at the Annual Meeting will be submitted to a vote of the stockholders at that meeting. Previously submitted proxy cards remain valid. YOU DO NOT HAVE TO TAKE ANY ACTION IF YOU HAVE PREVIOUSLY VOTED YOUR SHARES OR GIVEN YOUR PROXY ON THE ANNUAL MEETING PROPOSALS AND DO NOT WISH TO CHANGE YOUR VOTE ON ANY PROPOSAL. STOCKHOLDERS WHO HAVE ALREADY VOTED OR GIVEN A PROXY ON THE PROPOSALS AND WHO WISH TO CHANGE THEIR VOTE ON ANY PROPOSAL SHOULD FOLLOW THE PROCEDURES DESCRIBED BELOW UNDER "VOTING AND PROXY PROCEDURES; REVOCATION OF PROXIES." SUPPLEMENTAL PROXY INFORMATION Except as specifically modified or supplemented by the information contained in this supplement, all information set forth in Steel Partners' proxy statement dated May 11, 2005 remains applicable. BKF'S REVISION TO PROPOSAL NO. 1 ELECTION OF DIRECTORS According to the BKF Supplement, the vote on Proposal No. 1 will now follow the vote on Proposal No. 2. If Proposal No. 2 is approved by stockholders at the Annual Meeting, the classification of the BKF Board will be eliminated and, accordingly, the terms of all the directors, including the three directors to be elected at the Annual Meeting, will expire at the 2006 annual meeting of stockholders. If elected, Steel Partners' nominees (the "Nominees") intend to serve the full term for which they are elected. YOU ARE URGED TO VOTE FOR THE ELECTION OF THE NOMINEES ON THE ENCLOSED GOLD PROXY CARD. BKF'S REVISION TO PROPOSAL NO. 2 BKF PROPOSAL TO DECLASSIFY BKF BOARD In the BKF Supplement, BKF replaced the description of Proposal No. 2 in its entirety to include an amendment adopted by the BKF Board, subject to stockholder approval, to revise Article 6 of the Restated Certificate of Incorporation to eliminate the classified board of directors. As part of the elimination of the classified board of directors, Proposal No. 2 provides that the directors elected at the Annual Meeting will serve for a one-year term, that the entire board of directors will stand for election at each subsequent annual meeting of stockholders and that directors may be removed with or without cause by a majority of the shares then entitled to vote in the election of directors. If the amendment to the Restated Certificate of Incorporation is approved by stockholders, all directors will be elected for a one-year term, such that, commencing with the 2006 annual meeting of stockholders and for each subsequent annual meeting, the BKF Board would cease to be classified. The amendment to BKF's Restated Certificate of Incorporation is substantially in the form set forth in Appendix A of the BKF Supplement. Under BKF's Restated Certificate of Incorporation, approval of this proposal requires the affirmative vote of the holders of at least eighty percent (80%) of the shares of BKF's common stock outstanding as of the record date. YOU ARE URGED TO VOTE FOR BKF'S PROPOSAL TO AMEND BKF'S RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BKF BOARD ON THE ENCLOSED GOLD PROXY CARD. -2- BKF'S REVISION TO PROPOSAL NO. 6 GAMCO'S STOCKHOLDER PROPOSAL TO REDEEM POSION PILL In the BKF Supplement, BKF has added a paragraph to its statement in opposition to the stockholder proposal declaring the proposal to be moot as the BKF Board has approved the full redemption of rights under the Company's rights plan effective as of the date on which the Annual Meeting is held. However, until the rights plan is actually eliminated, the BKF Board may change its position with respect to such full redemption of rights under the plan. Notwithstanding what the BKF Board states that it plans to do, we believe that it is important for the Company's stockholders to be heard on this matter. YOU ARE URGED TO VOTE FOR GAMCO'S RESOLUTION RECOMMENDING THAT THE BKF BOARD TAKE THE NECESSARY STEPS TO REDEEM THE POISON PILL ON THE ENCLOSED GOLD PROXY CARD. BKF'S REVISION TO PROPOSAL NO. 7 OPPORTUNITY PARTNERS' STOCKHOLDER PROPOSAL TO ENGAGE INVESTMENT BANKING FIRM In the BKF Supplement, BKF has added a paragraph to its statement in opposition to the stockholder proposal declaring the proposal to be moot because of the BKF Board's recent announcement of its prior retention of investment banking firms to explore strategic alternatives, including a sale of the Company. Notwithstanding what the BKF Board stated that it has done in the past, we believe that it is important for the Company's stockholders to be heard on this matter. 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 ON THE ENCLOSED GOLD PROXY CARD. VOTING AND PROXY PROCEDURES; REVOCATION OF PROXIES 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 Steel Partners' proxy statement, as supplemented, and in the discretion of the persons named as proxies on all other matters as may properly come before the Annual Meeting. -3- 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 Steel Partners' solicitation intend to vote all of their shares of Company common stock in favor of the Nominees and the business proposals described in Steel Partners' proxy statement and will not vote their shares of Company common stock in favor of any of BKF's nominees. PREVIOUSLY SUBMITTED PROXY CARDS REMAIN VALID. YOU DO NOT HAVE TO TAKE ANY ACTION IF YOU HAVE PREVIOUSLY VOTED YOUR SHARES OR GIVEN YOUR PROXY ON THE ANNUAL MEETING PROPOSALS AND DO NOT WISH TO CHANGE YOUR VOTE ON ANY PROPOSAL. 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 below 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 below 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 of Company common stock. 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 have any questions or require any additional information concerning this supplement to the proxy statement of Steel Partners, 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 -4-
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DFRN14A Filing
Steel Partners Ii Inactive DFRN14ARevised proxy by non-management
Filed: 9 Jun 05, 12:00am