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 23, 2005, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Annual Meeting"). Item 1: On June 16, 2005, Steel issued the following press release. 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 ISS REAFFIRMS SUPPORT FOR STEEL PARTNERS' SLATE OF DIRECTORS NEW YORK, NY - JUNE 16, 2005 -- Institutional Shareholder Services ("ISS"), the nation's leading proxy voting advisory service, has reaffirmed its recommendation to clients to 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 annual meeting of shareholders, which is now scheduled to take place on June 23, 2005, according to a news release issued by Steel Partners II, L.P. today. In an Alert issued June 15, 2005 that was sent to hundreds of institutional investors, mutual funds, and other fiduciaries, ISS stated, "While we acknowledge that the company made positive governance changes, the 11th-hour nature of such changes could cause shareholders to reasonably question whether such changes were made as a defensive measure to avoid losing the proxy contest. We continue to believe that the presence of Kurt Schacht on the board will help to ensure that BKF remains committed to good corporate governance going forward." The Alert further stated, "The company's June 8th announcement did not address the performance and compensation issues raised by the dissidents or discussed by us in our original analysis. Therefore, we continue to believe that the board could use an additional layer of discipline and oversight provided by Warren Lichtenstein and Ronald LaBow." Mr. Lichtenstein, managing member of Steel Partners, stated, "We were delighted to learn that ISS has reaffirmed their original endorsement of our slate of highly qualified, independent nominees to the BKF Board. We are confident that BKF's stockholders, like ISS, will not be fooled by the BKF Board's last minute postponement of the annual meeting, originally scheduled for June 9, 2005." SHAREHOLDERS ARE URGED TO VOTE THE GOLD PROXY CARD FOR STEEL PARTNERS' THREE INDEPENDENT NOMINEES DESCRIBED IN ITS 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 23, 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: 16 Jun 05, 12:00am