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
/ / Definitive Additional Materials
/X/ 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)
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:
-2-
Steel Partners II, L.P. ("Steel"), together with the other
participants named herein, is filing materials contained in this Schedule 14A
with the Securities and Exchange Commission in connection with a possible
preliminary filing with the SEC of a proxy statement and accompanying proxy card
to be used to solicit votes for the election of Steel's slate of three director
nominees and for approval of Steel's proposal to declassify the composition of
the Board of Directors at the 2005 annual meeting of stockholders of BKF Capital
Group, Inc., a Delaware corporation (the "Company"), which has not yet been
scheduled.
Item 1: On February 14, 2005, Steel issued the following press release
announcing that it has delivered a nomination letter to the Company.
TO BUSINESS EDITOR:
Steel Partners Serves Notice to BKF Capital Group, Inc.
That It Intends to Nominate Three Individuals for Election to
BKF's Board at BKF's 2005 Annual Meeting of Stockholders
NEW YORK, Feb. 14 /PRNewswire/ -- Steel Partners II, L.P. ("Steel"), which owns
an aggregate of 657,000 shares or approximately 9.2% of the common stock of BKF
Capital Group, Inc. (NYSE: BKF) has sent a letter to BKF serving notice of its
intention to nominate Warren G. Lichtenstein, Ronald LaBow and Kurt N. Schacht
for election to the BKF Board of Directors at BKF's 2005 annual meeting of
stockholders.
As described in its letter:
Warren G. Lichtenstein has been the Chairman of the Board, Secretary and the
Managing Member of Steel Partners, L.L.C. ("Partners LLC"), the general partner
of Steel, since January 1, 1996 and the President, Chief Executive Officer and a
director of Steel Partners, Ltd., a management and advisory company that
provides management services to Steel and its affiliates, since June 1999. Mr.
Lichtenstein has been a director (currently Chairman of the Board) of United
Industrial Corporation, a company principally focused on the design, production
and support of defense systems and a manufacturer of combustion equipment for
biomass and refuse fuels, since May 2001. Mr. Lichtenstein has been a director
(currently Chairman of the Board) of SL Industries, Inc., a designer and
manufacturer of power electronics, power motion equipment, power protection
equipment, and teleprotection and specialized communication equipment, since
January 2002 and Chief Executive Officer since February 2002. Mr. Lichtenstein
has been a director of Layne Christensen Company, a provider of products and
services for the water, mineral, construction and energy markets, since January
2004. Mr. Lichtenstein has been a director (currently Chairman of the Board) of
WebFinancial Corporation, a consumer and commercial lender, since 1996 and Chief
Executive Officer since December 1997.
Ronald LaBow has been the President of Stonehill Investment Corp., an investment
fund, since February 1990. Mr. LaBow has been an officer and director of WPN
Corp., a financial consulting company, since 1987. From January 1991 to February
2004, Mr. LaBow served as Chairman of the Board of WHX Corporation (or its
predecessor corporations), a NYSE listed holding company structured to invest in
and/or acquire a diverse group of businesses on a decentralized basis, whose
primary business is Handy & Harman, a diversified manufacturing company with
activities in precious metals fabrication, specialty wire and tubing and
engineered materials.
Kurt N. Schacht has been the Executive Director of the CFA Centre for Financial
Market Integrity, an organization that advocates efficient, ethical and
transparent capital markets, since June 2004. During April and May of 2004, Mr.
Schacht worked for Steel on its compliance procedures. From April 2001 to March
2004, Mr. Schacht served as Chief Operating Officer and General Counsel of
Wyser-Pratte Asset Management, a New York City based hedge fund. From September
1999 to March 2001, Mr. Schacht served as Chief Operating Officer of Evergreen
Asset Management, an asset management firm. From 1990 to October 1999, Mr.
Schacht served as the Chief Legal Officer of the State of Wisconsin Investment
Board, a public pension fund. He helped draft the Corporate Governance Handbook
released by the New York Society of Security Analysts and was named its
Volunteer of the Year in 2004 for his work on its Corporate Governance
Committee. He has worked on industry panels and programs relating to corporate
governance and board of directors issues for organizations such as the New York
Stock Exchange and the American Society of Corporate Secretaries and served on
the National Association of Corporate Directors Blue Ribbon Task Force on
evaluating director performance. Mr. Schacht received a Bachelor of Science
degree in Chemistry and a law degree from the University of Wisconsin-Madison.
He is a Chartered Financial Analyst and was awarded the CFA(R) designation in
1998.
Steel also stated in the letter that, to the extent there are in excess of three
vacancies on the BKF Board to be filled by election at the Annual Meeting or BKF
increases the size of the BKF Board above its existing size, Steel reserves the
right to nominate additional nominees to be elected to the BKF Board at the
Annual Meeting.
The text of the letter from Steel Partners to BKF follows:
STEEL PARTNERS II, L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022
February 11, 2005
VIA FACSIMILE AND COURIER
BKF Capital Group, Inc.
One Rockefeller Plaza
New York, NY 10020
Attn: Corporate Secretary
RE: NOTICE OF INTENTION TO NOMINATE INDIVIDUALS FOR ELECTION AS DIRECTORS AT
THE 2005 ANNUAL MEETING OF STOCKHOLDERS OF BKF CAPITAL GROUP, INC.
Dear Sir:
This letter shall serve to satisfy the advance notice requirements of
Article I, Section 1.6 of the Amended and Restated Bylaws (the "Bylaws") of BKF
Capital Group, Inc. ("BKF") as to the nomination by Steel Partners II, L.P., a
Delaware limited partnership ("Steel"), of three (3) nominees for election to
the Board of Directors of BKF (the "BKF Board") at the 2005 annual meeting of
stockholders of BKF, or any other meeting of stockholders held in lieu thereof,
and any adjournments, postponements, reschedulings or continuations thereof (the
"Annual Meeting").
This letter and all Exhibits attached hereto are collectively referred
to as the "Notice." Steel is the beneficial owner of 657,000 shares of common
stock, $1.00 par value per share (the "Common Stock"), of BKF, 1,000 shares of
which are held of record by Steel. Through this Notice, Steel hereby nominates
and notifies you of its intent to nominate Warren G. Lichtenstein, Ronald LaBow
and Kurt N. Schacht as nominees (the "Nominees") to be elected to the BKF Board
at the Annual Meeting. Steel believes that the terms of three (3) Class III
directors currently serving on the BKF Board expire at the Annual Meeting. To
the extent there are in excess of three (3) vacancies on the BKF Board to be
filled by election at the Annual Meeting or BKF increases the size of the BKF
Board above its existing size, Steel reserves the right to nominate additional
nominees to be elected to the BKF Board at the Annual Meeting. Additional
nominations made pursuant to the preceding sentence are without prejudice to the
position of Steel that any attempt to increase the size of the current BKF Board
or to reconstitute or reconfigure the classes on which the current directors
serve constitutes an unlawful manipulation of BKF's corporate machinery. If this
Notice shall be deemed for any reason by a court of competent jurisdiction to be
ineffective with respect to the nomination of any of the Nominees at the Annual
Meeting, or if any individual Nominee shall be unable to serve for any reason,
this Notice shall continue to be effective with respect to the remaining
Nominee(s) and as to any replacement Nominee(s) selected by Steel.
The information concerning Steel and the Nominees required by Article I, Section
1.6 of the Bylaws is set forth below:
(i) NAME AND ADDRESS OF THE STOCKHOLDER WHO INTENDS TO MAKE THE
NOMINATION, AS THEY APPEAR ON BKF'S STOCK LEDGER, AND OF THE
BENEFICIAL OWNER, IF ANY, ON WHOSE BEHALF THE NOMINATION IS MADE:
Steel Partners II, L.P.
590 Madison Avenue
32nd Floor
New York, NY 10022
(ii) NAME, AGE, BUSINESS ADDRESS AND, IF KNOWN, RESIDENCE ADDRESS OF THE
NOMINEE:
NAME AND AGE BUSINESS ADDRESS RESIDENCE ADDRESS
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Warren G. c/o Steel Partners II, L.P. 777 Spruce Street
Lichtenstein 590 Madison Avenue Aspen, CO 81611
(Age 39) 32nd Floor
New York, NY 10022
Ronald LaBow c/o WPN Corp. 641 Fifth Avenue
(Age 70) 110 East 59th Street New York, NY 10022
New York, NY 10022
Kurt N. Schacht c/o CFA Centre for 10 Old Pound Ridge
(Age 50) Financial Market Integrity Road
560 Ray C. Hunt Drive Pound Ridge, NY
Charlottesville, VA 22903 10576
(iii) PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE NOMINEE:
Warren G. Lichtenstein has been the Chairman of the Board, Secretary
and the Managing Member of Steel Partners, L.L.C. ("Partners LLC"), the general
partner of Steel, since January 1, 1996 and the President, Chief Executive
Officer and a director of Steel Partners, Ltd., a management and advisory
company that provides management services to Steel and its affiliates, since
June 1999. Mr. Lichtenstein has been a director (currently Chairman of the
Board) of United Industrial Corporation, a company principally focused on the
design, production and support of defense systems and a manufacturer of
combustion equipment for biomass and refuse fuels, since May 2001. Mr.
Lichtenstein has been a director (currently Chairman of the Board) of SL
Industries, Inc., a designer and manufacturer of power electronics, power motion
equipment, power protection equipment, and teleprotection and specialized
communication equipment, since January 2002 and Chief Executive Officer since
February 2002. Mr. Lichtenstein has been a director of Layne Christensen
Company, a provider of products and services for the water, mineral,
construction and energy markets, since January 2004. Mr. Lichtenstein has been a
director (currently Chairman of the Board) of WebFinancial Corporation, a
consumer and commercial lender, since 1996 and Chief Executive Officer since
December 1997.
Ronald LaBow has been the President of Stonehill Investment Corp., an
investment fund, since February 1990. Mr. LaBow has been an officer and director
of WPN Corp., a financial consulting company, since 1987. From January 1991 to
February 2004, Mr. LaBow served as Chairman of the Board of WHX Corporation (or
its predecessor corporations), a NYSE listed holding company structured to
invest in and/or acquire a diverse group of businesses on a decentralized basis,
whose primary business is Handy & Harman, a diversified manufacturing
company with activities in precious metals fabrication, specialty wire and
tubing and engineered materials.
Kurt N. Schacht has been the Executive Director of the CFA Centre for
Financial Market Integrity, an organization that advocates efficient, ethical
and transparent capital markets, since June 2004. During April and May of 2004,
Mr. Schacht worked for Steel on its compliance procedures. From April 2001 to
March 2004, Mr. Schacht served as Chief Operating Officer and General Counsel of
Wyser-Pratte Asset Management, a New York City based hedge fund. From September
1999 to March 2001, Mr. Schacht served as Chief Operating Officer of Evergreen
Asset Management, an asset management firm. From 1990 to October 1999, Mr.
Schacht served as the Chief Legal Officer of the State of Wisconsin Investment
Board, a public pension fund. He helped draft the Corporate Governance Handbook
released by the New York Society of Security Analysts and was named its
Volunteer of the Year in 2004 for his work on its Corporate Governance
Committee. He has worked on industry panels and programs relating to corporate
governance and board of directors issues for organizations such as the New York
Stock Exchange and the American Society of Corporate Secretaries and served on
the National Association of Corporate Directors Blue Ribbon Task Force on
evaluating director performance. Mr. Schacht received a Bachelor of Science
degree in Chemistry and a law degree from the University of Wisconsin-Madison.
He is a Chartered Financial Analyst and was awarded the CFA(R) designation in
1998.
(iv) CLASS AND NUMBER OF SHARES OF STOCK OF BKF WHICH ARE BENEFICIALLY
OWNED BY THE NOMINEE AND BY THE NOMINATING STOCKHOLDER AND ANY SUCH
BENEFICIAL OWNER ON WHOSE BEHALF THE NOMINATION IS MADE:
NAME BENEFICIAL OWNERSHIP
---- --------------------
Steel Partners II, L.P. 657,000 shares of Common Stock, $1.00 par
value.
Warren G. Lichtenstein By virtue of his position with Partners LLC,
Mr. Lichtenstein has the power to vote and
dispose of the Common Stock owned by Steel.
Accordingly, Mr. Lichtenstein may be deemed
to be the beneficial owner of the Common
Stock owned by Steel.
Ronald LaBow None
Kurt N. Schacht None
(v) ANY OTHER INFORMATION CONCERNING THE NOMINEE THAT MUST BE DISCLOSED
WITH RESPECT TO NOMINEES IN A PROXY STATEMENT PURSUANT TO REGULATION
14A UNDER THE SECURITIES EXCHANGE ACT OF 1934:
On February 11, 2005, Steel, Partners LLC, Warren G. Lichtenstein, Ronald LaBow
and Kurt N. Schacht (collectively, the "Group") entered into a Joint Filing and
Solicitation Agreement in which, among other things, (a) the parties agreed to
the joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of BKF, (b) the parties agreed to solicit proxies or
written consents for the election of the Nominees, or any other person(s)
nominated by Steel, to the BKF Board at the Annual Meeting (the "Solicitation"),
and (c) Steel agreed to bear all expenses incurred in connection with the
Group's activities, including approved expenses incurred by any of the parties
in connection with the Solicitation, subject to certain limitations. The Joint
Filing and Solicitation Agreement is attached hereto as Exhibit A and
incorporated herein by reference and all references contained herein are
qualified in their entirety by reference to such Joint Filing and Solicitation
Agreement.
Other than as stated above, there are no arrangements or understandings between
Steel and each Nominee or any other person or person pursuant to which the
nominations described herein are to be made, other than the consents by the
Nominees to serve as directors of BKF if elected as such at the Annual Meeting,
attached hereto and incorporated herein by reference. Reference is made to the
Schedule 13D, as amended, filed and to be filed with the Securities and Exchange
Commission by the members of the Group with respect to BKF for additional
information regarding the members of the Group.
For information regarding purchases and sales during the past two years by Steel
of securities of BKF, that may be deemed to be beneficially owned by Mr.
Lichtenstein, see Exhibit B. Neither Mr. LaBow nor Mr. Schacht has purchased or
sold any securities of BKF during the past two years.
Except as set forth in this Notice, including the Exhibits hereto, as of the
date hereof (a) no Nominee has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) in the past ten years;
(b) no Nominee owns any securities of BKF, or any parent or subsidiary of BKF,
directly or indirectly, beneficially or of record, or has purchased or sold any
securities of BKF within the past two years, and none of his associates
beneficially owns, directly or indirectly, any securities of BKF; (c) no Nominee
owns any securities of BKF, or any parent or subsidiary of BKF, of record but
not beneficially; (d) no Nominee is, or was within the past year, a party to any
contract arrangement or understanding with any person with respect to any
securities of BKF, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits or the giving or withholding of proxies; (e) no
Nominee or his associates or any member of his immediate family has any (i)
employment with BKF or its affiliates or (ii) has any material interest, direct
or indirect in any transaction, or series of similar transactions, to which BKF
or any of its subsidiaries was, is or will be a party to and in which the amount
involved exceeds $60,000.00; (f) no Nominee or any of his associates has any
arrangement or understanding with any person pursuant to which he was or is to
be selected as a director, nominee or officer of BKF; (g) no Nominee has any
substantial interest in the matters to be acted on at the Annual Meeting, except
his interest in being nominated and elected as a director; and (h) no Nominee
has been a party to a legal proceeding described in Item 401(f) of Regulation
S-K of the Exchange Act in the past five years.
A representative of Steel intends to appear in person or by proxy at the Annual
Meeting to nominate the persons specified in this Notice for election to the BKF
Board.
(vi) THE EXECUTED CONSENT OF THE NOMINEE TO SERVE AS A DIRECTOR OF BKF, IF
ELECTED:
Each of the Nominees has consented to be named as a nominee in this Notice, to
be named as a nominee in any proxy statement filed by Steel in connection with
the Solicitation and to serve as a director of BKF, if so elected. Such consents
are attached hereto as Exhibit C.
Please address any correspondence to Steel Partners II, L.P., Attention: Warren
Lichtenstein, telephone (212) 758-3232, facsimile (212) 758-5789 (with a copy to
our counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue
Tower, 65 East 55th Street, New York, New York 10022, Attention: Steven Wolosky,
Esq., telephone (212) 451-2333, facsimile (212) 451-2222). The giving of this
Notice is not an admission that any procedures for notice concerning the
nomination of directors to the BKF Board are legal, valid or binding, and Steel
reserves the right to challenge their validity.
Very truly yours,
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.,
General Partner
By: /s/ Warren G. Lichtenstein
---------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Steel Partners II, L.P. ("Steel Partners"), together with the other Participants
(as defined below), may make a preliminary filing with the Securities and
Exchange Commission ("SEC") of a proxy statement and accompanying proxy card to
be used to solicit votes for the election of its slate of three director
nominees and approval of its proposal to "destagger" the Board at the 2005
annual meeting of stockholders of BKF Capital Group, Inc., a Delaware
corporation (the "Company"), which has not yet been scheduled.
IN THE EVENT THAT A DETERMINATION IS MADE TO FILE A PROXY STATEMENT WITH THE
SEC, STEEL PARTNERS STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE
PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY STATEMENT, IF FILED, WILL BE AVAILABLE AT NO CHARGE ON
THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN ANY
SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT, IF FILED, WITHOUT
CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS'
PROXY SOLICITOR, MORROW & CO., INC., AT ITS TOLL-FREE NUMBER: (800) 654-2468
OR E-MAIL: STEEL.INFO@MORROWCO.COM.
The participants in such potential proxy solicitation are anticipated to be
Steel Partners, Steel Partners, L.L.C., Warren G. Lichtenstein, Ronald LaBow and
Kurt N. Schacht (collectively, the "Participants").
Information regarding the Participants and their direct or indirect interests is
available in their Schedule 13D, as amended, jointly filed with the SEC.
SOURCE Steel Partners II, L.P.
