sec document
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. )
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/ / Preliminary Proxy Statement
/ / Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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/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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-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 preliminary results of the annual meeting of stockholders of BKF Capital
Group, Inc. (the "Company") held on June 23, 2005.
Item 1: On June 23, 2005, Steel issued the following press release.
FOR ADDITIONAL INFORMATION, PLEASE CONTACT:
Media: Sitrick And Investors: Morrow & Co.,
Company 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
STEEL PARTNERS' NOMINEES OVERWHELMINGLY ELECTED TO BKF BOARD
POLLS REMAIN OPEN TO GIVE STOCKHOLDERS ADDITIONAL TIME
TO VOTE ON BINDING PROPOSALS
NEW YORK, NY - June 23, 2005 -- Steel Partners II, L.P. announced that, based on
preliminary voting results, its nominees, Warren G. Lichtenstein, Kurt N.
Schacht and Ronald LaBow, have been overwhelmingly elected to the BKF Board by
an approximate 2-to-1 margin and that each of the non-binding proposals
recommending that the BKF Board destagger the Board of Directors, redeem the
poison pill and retain an investment banking firm to pursue a sale of the
company have been approved by the stockholders. The preliminary results, which
are subject to final certification, were disclosed at the annual meeting of BKF
Capital Group, Inc. (NYSE:BKF) held earlier today.
While the polls with respect to the election of directors and the non-binding
stockholder proposals are now closed, BKF will keep the polls open until July
21, 2005 with respect to the binding proposals to destagger the Board of
Directors and eliminate the supermajority voting requirements for fundamental
transactions in order to solicit more votes to obtain the necessary 80% of the
outstanding shares necessary to approve these proposals.
"BKF's stockholders have spoken and supported the Steel Partners nominees. The
message is loud and clear," stated Warren G. Lichtenstein, the managing member
of Steel Partners. "We are hopeful that these binding proposals will be
approved. If they are approved, our nominees will serve for a one-year term
ending at the 2006 annual meeting of stockholders and until their successors are
duly elected and qualify. It is our intention to work diligently to increase the
value of BKF for all stockholders. At the meeting, we recommended that,
following certification of the election of Steel Partners' nominees, John Levin
be appointed to the Board to fill the current vacancy."
STEEL PARTNERS' SLATE
Warren G. Lichtenstein is the managing member of the general partner of Steel
Partners II, L.P., an investment partnership. In addition to his investment
experience, Mr. Lichtenstein has extensive public company experience as the
Chairman of United Industrial Corporation (NYSE: UIC), Chairman of SL
Industries, Inc. (AMEX:SLI), a director of Layne Christensen Company (NasdaqNM:
LAYN) and a director of WebFinancial Corporation (NasdaqSC: WEFN).
Kurt N. Schacht is a renowned expert in corporate governance reform. He is the
Executive Director of the CFA Centre for Financial Market Integrity. In March
2005, he was appointed to the SEC Advisory Committee on Smaller Public Companies
which was established to examine the impact of the Sarbanes-Oxley Act and other
aspects of the federal securities laws on smaller companies. 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.
Ronald LaBow is the President of Stonehill Investment Corp., an investment fund,
and an officer and director of WPN Corp., a financial consulting company. From
1991 to 2004, Mr. LaBow served as Chairman of the Board of WHX Corporation, a
former NYSE-listed company.