-----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, BH8RqVfTJGqRySXhK8UrbYGDpziAySN5Jx/JMSNOKKDTlicygHCoh8ZtT0L6cHnJ oyrTvtYx8NnHgZpsp4naFQ== 0000893750-06-000075.txt : 20060307 0000893750-06-000075.hdr.sgml : 20060307 20060307145415 ACCESSION NUMBER: 0000893750-06-000075 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060307 DATE AS OF CHANGE: 20060307 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: 06669813 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 sch13d_a.txt AMENDMENT NO. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* BKF CAPITAL GROUP, INC. - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $1.00 PER SHARE - ------------------------------------------------------------------------------- (Title of Class of Securities) 05548G102 - ------------------------------------------------------------------------------- (CUSIP Number) John A. Levin Alan M. Klein John A. Levin & Co., Inc. Simpson Thacher & Bartlett LLP One Rockefeller Plaza 425 Lexington Avenue New York, New York 10020 New York, New York 10017-3954 (212) 332-8400 (212) 455-2000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 3, 2006 - ------------------------------------------------------------------------------- (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). SCHEDULE 13D CUSIP No. 05548G102 Page 2 of 8 ________________________________________________________________________________ 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 DISCLOSURE 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 236,418 shares ____________________________________________________________ 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY 139,987 shares OWNED BY EACH ____________________________________________________________ REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 236,418 shares ____________________________________________________________ 10 SHARED DISPOSITIVE POWER 139,987 shares ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 376,405 shares ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.77% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON IN ________________________________________________________________________________ SCHEDULE 13D CUSIP No. 05548G102 Page 3 of 8 AMENDMENT NO. 6 TO SCHEDULE 13D Item 1. Security and Issuer Item 1 is hereby amended by the addition of the following paragraph: "This Amendment No. 6 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, December 23, 2004, August 25, 2005, January 18, 2006 and February 9, 2006 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 No material change. Item 5. Interest in Securities of the Issuer Item 5 is hereby amended and restated in its entirety as follows: Mr. Levin's beneficial ownership of Common Stock is as follows: (a) Number of shares beneficially owned: 376,405 (b) Percent of class: 4.77%(1) (1) Such percentage is based upon 7,898,422 shares of Common Stock outstanding, which is the total number of shares reported by BKF as of December 31, 2005 on Form 10-Q for the quarterly period ended September 30, 2005. SCHEDULE 13D CUSIP No. 05548G102 Page 4 of 8 (c) Number of shares as to which Mr. Levin has: (i) Sole power to vote or to direct the vote: 236,418 (ii) Shared power to vote or to direct the vote: 139,987 (iii) Sole power to dispose or to direct the disposition of: 236,418 (iv) Shared power to dispose or to direct the disposition of: 139,987 Mr. Levin is deemed to be the beneficial owner of 376,405 shares of Common Stock as a result of the following: (a) Mr. Levin directly owns 236,418 shares of Common Stock over which he has sole voting and dispositive power. (b) 4,017 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) 30 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) 135,940 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. 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. The trading dates, number of shares of Common Stock purchased and average price per share for all transactions in the Common Stock by Mr. Levin during the past 60 days are set forth on Annex A hereto. All such transactions were open market transactions and were effected on the New York Stock Exchange. Except as stated in this filing, Mr. Levin has not effected any transaction in the shares of Common Stock during the past 60 days. SCHEDULE 13D CUSIP No. 05548G102 Page 5 of 8 (d) See paragraphs (b), (c) and (d) in Item 5(c) above. (e) As of March 3, 2006, Mr. Levin ceased to be the beneficial owner of more than five percent of Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer No material change. Item 7. Exhibits. No material change. SCHEDULE 13D CUSIP No. 05548G102 Page 6 of 8 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: March 7, 2006 By: /s/ John A. Levin ----------------------------- John A. Levin SCHEDULE 13D CUSIP No. 05548G102 Page 7 of 8 Annex A TRANSACTIONS IN COMMON STOCK ATTRIBUTABLE TO MR. LEVIN (a) Shares directly owned by Mr. Levin: No. of Shares Average price Dates Buy/Sell ------------- ------------- ----- -------- 1,281 $13.63 02-15-2006 Sell 3,278 $13.53 02-16-2006 Sell 2,174 $13.60 02-17-2006 Sell 18,000 $13.43 02-21-2006 Sell 5,000 $13.43 02-23-2006 Sell 10,000 $13.40 02-28-2006 Sell 1,000 $13.40 03-01-2006 Sell 5,000 $13.37 03-02-2006 Sell 6,600 $13.21 03-03-2006 Sell 8,400 $13.02 03-06-2006 Sell (b) Shares owned by revocable trusts with respect to which Mr. Levin was the grantor: No. of Shares Average price Dates Buy/Sell ------------- ------------- ----- -------- 7 $13.63 02-15-2006 Sell 10 $13.53 02-16-2006 Sell 5 $13.60 02-17-2006 Sell (c) Shares held in accounts managed by John A. Levin & Co. for the benefit of Mr. Levin's spouse: No. of Shares Average price Dates Buy/Sell ------------- ------------- ----- -------- 10 $13.63 02-15-2006 Sell 15 $13.53 02-16-2006 Sell 7 $13.60 02-17-2006 Sell (d) Shares owned by a family foundation of which Mr. Levin is an executive officer and director: No. of Shares Average price Dates Buy/Sell ------------- ------------- ----- -------- 1,202 $13.63 02-15-2006 Sell 1,697 $13.53 02-16-2006 Sell SCHEDULE 13D CUSIP No. 05548G102 Page 8 of 8 814 $13.60 02-17-2006 Sell 5,600 $13.02 03-06-2006 Sell -----END PRIVACY-ENHANCED MESSAGE-----