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 17, 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
GLASS LEWIS REAFFIRMS RECOMMENDATION TO SUPPORT
STEEL PARTNERS' NOMINEES TO BKF BOARD
NEW YORK, NY - JUNE 17, 2005 -- Glass Lewis & Co., a leading independent proxy
advisory firm, has reaffirmed its original recommendation that BKF shareholders
use the GOLD proxy card 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 for Thursday, June 23, 2005, according to
an announcement by Steel Partners II, L.P.
In reconfirming its recommendation, Glass Lewis stated, "One thing is clear: BKF
needs to be guided by a skeptical, thoughtful and engaged board. While we
certainly commend the board for the latest round of concessions in corporate
governance reforms, we continue to believe that new outside directors, who are
willing to provide fresh insight into the business and corporate governance
practices of the Company, are needed at BKF."
Commenting on the postponement of the annual meeting and the board's sudden
adoption of corporate governance reforms, Glass Lewis stated, "We believe these
last minute changes prove that, once again, shareholders' interests are best
served by a board that is on notice that shareholders are watching. Accordingly,
we maintain our recommendation that shareholders vote the Gold proxy card and
vote FOR all dissident nominees."
Warren G. Lichtenstein, the managing member of Steel Partners, stated, "This
reconfirmation by Glass Lewis & Co. comes just one day after Institutional
Shareholder Services reconfirmed its support of our slate of nominees. The
endorsements of these two independent proxy advisory firms send a clear message
to BKF's board that it's time for accountability and consistent profitability."
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.
