-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DH4LZ4H9lSlCKkgecv7XpSBfXsHbp8UYqddPkkmk9995kNqUP6FrMDiMQyl8E8Vk ZnjiK/VlGVzLiLK4/ubsgA== 0000950142-05-002397.txt : 20050825 0000950142-05-002397.hdr.sgml : 20050825 20050825171119 ACCESSION NUMBER: 0000950142-05-002397 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050825 DATE AS OF CHANGE: 20050825 GROUP MEMBERS: JOHN A. LEVIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BKF CAPITAL GROUP INC CENTRAL INDEX KEY: 0000009235 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 360767530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30028 FILM NUMBER: 051049558 BUSINESS ADDRESS: STREET 1: ONE ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2123328400 MAIL ADDRESS: STREET 1: ONE ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: BAKER FENTRESS & CO DATE OF NAME CHANGE: 19970829 FORMER COMPANY: FORMER CONFORMED NAME: BAKER FENTRESS & CO ET AL DATE OF NAME CHANGE: 19940714 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEVIN JOHN A CENTRAL INDEX KEY: 0001018093 IRS NUMBER: 98322958 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: JOHN A LEVIN & CO INC STREET 2: ONE ROCKEFELLER PLAZA 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2123328400 MAIL ADDRESS: STREET 1: ONE ROCKEFELLER PLAZA 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D/A 1 sc13da3_bkf.txt AMENDMENT NO. 3 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (AMENDMENT NO. 3)* BKF CAPITAL GROUP, INC. ----------------------- (Name of Issuer) COMMON STOCK, $1.00 PAR VALUE PER SHARE --------------------------------------- (Title of Class of Securities) 05548G102 -------------- (CUSIP Number) John A. Levin John C. Kennedy John A. Levin & Co., Inc. Paul, Weiss, Rifkind, One Rockefeller Plaza Wharton & Garrison LLP New York, New York 10020 1285 Avenue of the Americas (212) 332-8400 New York, New York 10019-6064 (212) 373-3000 ---------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) AUGUST 23, 2005 ------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ================================================================================ - ---------------------- -------------------- CUSIP NO. 05548G102 SCHEDULE 13D Page 2 of 6 Pages - ---------------------- -------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John A. Levin - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS Not applicable. - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLO0SURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 476,953 shares of Common Stock ------------------------------------------- NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY 229,920 shares of Common Stock OWNED BY ------------------------------------------- EACH REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 430,167 shares of Common Stock ------------------------------------------- 10. SHARED DISPOSITIVE POWER 229,920 shares of Common Stock - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 706,873 shares of Common Stock - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - ---------------------- -------------------- CUSIP NO. 05548G102 SCHEDULE 13D Page 3 of 6 Pages - ---------------------- -------------------- AMENDMENT NO. 3 TO SCHEDULE 13D Item 1. Security and Issuer Item 1 is hereby amended by the addition of the following paragraph: "This Amendment No. 3 to Schedule 13D is being filed on behalf of the undersigned to amend the Schedule 13D, as amended (the "Schedule 13D"), which was originally filed on July 8, 1996 and amended on March 23, 2000 and December 23, 2004 relating to shares of common stock, par value $1.00 per share (the "Common Stock"), of BKF Capital Group, Inc., a Delaware corporation ("BKF"). Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D." Item 2. Identity and Background No material change. Item 3. Source and Amount of Funds or Other Consideration No material change. Item 4. Purpose of Transaction Item 4 is hereby amended by the addition of the following: "On August 23, 2005, Mr. Levin transferred 200,000 shares of Common Stock as a gift to a family foundation of which Mr. Levin is an executive officer and a director." Item 5. Interest in Securities of the Issuer Mr. Levin's beneficial ownership of Common Stock is as follows: (a) Number of shares beneficially owned: 706,873 (b) Percent of class: 9.2%(1) - --------------- (1) Such percentage is based upon 7,665,748 shares of Common Stock outstanding, which is the total number of shares as of April 29, 2005. - ---------------------- -------------------- CUSIP NO. 05548G102 SCHEDULE 13D Page 4 of 6 Pages - ---------------------- -------------------- (c) Number of shares as to which Mr. Levin has: (i) Sole power to vote or to direct the vote: 476,953 (ii) Shared power to vote or to direct the vote: 229,920 (iii) Sole power to dispose or to direct the disposition of: 430,167 (iv) Shared power to dispose or to direct the disposition of: 229,920 Mr. Levin is deemed to be the beneficial owner of 706,873 shares of Common Stock as a result of the following: (a) Mr. Levin directly owns 430,167 shares of Common Stock over which he has sole voting and dispositive power and 46,786 shares of Common Stock over which he has sole voting power only. The 46,786 shares of Common Stock directly owned are unvested shares of restricted common stock that Mr. Levin was granted under the BKF Capital Group, Inc. 1998 Incentive Compensation Plan. Under the Transition/Separation Agreement (as described under Item 6 of this Schedule 13D), it is anticipated that the unvested shares will not vest. (b) 11,596 shares of Common Stock are owned by revocable trusts with respect to which Mr. Levin was the grantor. Mr. Levin shares voting and dispositive power over these shares. (c) 7,311 shares of Common Stock are held in accounts managed by John A. Levin & Co. for the benefit of Mr. Levin's spouse. Mr. Levin shares voting and dispositive power over these shares. (d) 211,013 shares of Common Stock are owned by a family foundation of which Mr. Levin is an executive officer and a director. Mr. Levin shares voting and dispositive power over these shares. - ---------------------- -------------------- CUSIP NO. 05548G102 SCHEDULE 13D Page 5 of 6 Pages - ---------------------- -------------------- Notwithstanding anything to the contrary contained in this Schedule 13D, and in accordance with Rule 13d-4 promulgated under the Exchange Act, the filing of this Schedule 13D shall not be construed as an admission that Mr. Levin is the beneficial owner of the shares referred to in paragraphs (b), (c) and (d) above. On August 23, 2005, Mr. Levin transferred 200,000 shares of Common Stock as a gift to a family foundation of which Mr. Levin is an executive officer and a director. Except as stated in this filing, Mr. Levin has not effected any transaction in the shares of Common Stock during the past 60 days." Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 is hereby amended by adding the following: "BKF and Mr. Levin entered into a Transition/Separation Agreement (the "Agreement") as of August 23, 2005. Under the Agreement, with respect to unrestricted shares of Common Stock currently held by Mr. Levin, (i) 1/3 of such shares may be contributed by Mr. Levin to any foundation or other entity controlled by him at any time (which shares may not be resold or otherwise transferred by the foundation in any volitional transaction to any third party prior to April 1, 2006); (ii) an additional 1/3 of such shares may be sold or otherwise transferred by Mr. Levin at any time to any party, subject to compliance with any applicable securities laws or other legal restrictions; and (iii) 1/3 of such shares shall be held by Mr. Levin until the earlier of (x) 36 months following the date of Mr. Levin's resignation as Chief Executive Officer of BKF and (y) 10 days following the termination of the period Mr. Levin serves as a consultant to BKF; provided, however, that if a foundation described in clause (i) above sells or transfers any shares of BKF common stock prior to April 1, 2006 in a non-volitional transaction or otherwise, the number of shares that Mr. Levin may sell under clause (ii) shall be reduced, share-for-share, by the number of shares so sold or transferred by the foundation to the extent that Mr. Levin has not then already sold or transferred all of the shares which he is otherwise permitted to sell under clause (ii). The Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference." Item 7. Exhibits. The following is filed herewith as an exhibit to this Schedule 13D: 99.1 Transition/Separation Agreement, dated as of August 23, 2005, by and between BKF Capital Group, Inc. and John A. Levin (incorporated by reference to Exhibit 10.1 to BKF's Current Report on Form 8-K dated August 23, 2005). - ---------------------- -------------------- CUSIP NO. 05548G102 SCHEDULE 13D Page 6 of 6 Pages - ---------------------- -------------------- SIGNATURE After reasonable inquiry and to his best knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 25, 2005 By: /s/ John A. Levin --------------------- John A. Levin INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Transition/Separation Agreement, dated as of August 23, 2005, by and between BKF Capital Group, Inc. and John A. Levin (incorporated by reference to Exhibit 10.1 to BKF's Current Report on Form 8-K dated August 23, 2005). -----END PRIVACY-ENHANCED MESSAGE-----