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.
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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 N. 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
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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.
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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.
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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
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