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)
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/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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-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.
