SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
NA
1. NAME OF REPORTING PERSON
Opportunity Partners LP
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
NA
8. SHARED VOTING POWER
NA
9. SOLE DISPOSITIVE POWER
NA________________________________________________________
10. SHARED DISPOSITIVE POWER
NA
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
NA
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
13. PERCENT OF CLASS REPRESENTED BY ROW 11
NA
14. TYPE OF REPORTING PERSON
IA
________________________________________________________________
This statement constitutes Amendment No.5 to the Schedule 13D
filed on November 17, 2003. Except as specifically set forth
herein, the Schedule 13D remains unmodified.
Item 4 is amended as follows:
Opportunity Partners L.P. has submitted a shareholder resolution
for inclusion in management's proxy statement for the next annual
meeting of stockholders (See exhibit 1). As required by Rule 14a-
8 of the Securities and Exchange Act of 1934, at the time of
submission of the shareholder resolution, Opportunity Partners
L.P. had continuously owned shares of BKF valued at more then
$2,000 for more than one year and intends to continue to hold
these shares through the date of the next annual meeting.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Shareholder Resolution
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 11/15/04
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
Exhibit 1.
Opportunity Partners L.P., 60 Heritage Drive, Pleasantville, NY
10570
(914) 747-5262 // Fax: (914) 747-5258//oplp@optonline.net
November 1, 2004
John A. Levin
Chairman, Chief Executive Officer and President
BKF Capital Group, Inc.
One Rockefeller Plaza
New York, NY 10020
Dear John:
We think the trend of major financial institutions acquiring
hedge fund advisory firms at very attractive valuations has
created a window of opportunity for BKF. We urge you to pursue a
strategic transaction for BKF with the goal of enhancing
shareholder value. Unless you can give us a good reason for not
pursuing such a transaction, we intend to submit the following
proposal for a shareholder vote at the 2005 annual meeting.
We have beneficially owned shares of BKF Capital Group, Inc.
valued at more than $2,000 for more than one year and we intend
to continue our ownership through the date of the next annual
meeting. We hereby submit the following proposal and supporting
statement pursuant to Rule 14a-8 of the Securities Exchange Act
of 1934 for inclusion in management's proxy material for the 2005
meeting of stockholders.
RESOLVED: The stockholders of BKF Capital Group request that an
investment banking firm be engaged to pursue a sale of the
Company.
Supporting Statement
BKF's ratio of market capitalization to assets under management
is less than 2%. That is well below the ratio of most other
investment management companies. In addition, some recent sales
of hedge fund management firms at prices exceeding 10% of assets
under management have occurred. We believe BKF could be an
attractive acquisition candidate for a larger financial
institution. Therefore, an investment banking firm should be
engaged as soon as practicable to pursue a sale of BKF.
Very truly yours,
Phillip Goldstein
President
Kimball & Winthrop, Inc.
General Partner