-----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, QWmyHlM4F1AH58YEXAE4YFqHYf4m0RbYvc5cxiYxATwD3ghc3+aQ4SaTOeFgV3dx kiIMf1MsaVlEmmc8sRu/lA== 0000950142-04-004594.txt : 20041228 0000950142-04-004594.hdr.sgml : 20041228 20041228173012 ACCESSION NUMBER: 0000950142-04-004594 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041228 DATE AS OF CHANGE: 20041228 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: 041229190 BUSINESS ADDRESS: STREET 1: 200 W. MADISON ST. STREET 2: SUITE 3510 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 2123328400 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 sc13da2.txt AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 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) December 23, 2004 ------------------------------------------------------- (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 594,251 shares of Common Stock ------------------------------------------- NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY 29,920 shares of Common Stock OWNED BY ------------------------------------------- EACH REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 594,251 shares of Common Stock ------------------------------------------- 10. SHARED DISPOSITIVE POWER 29,920 shares of Common Stock - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 624,171 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) 8.7% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - ---------------------- -------------------- CUSIP NO. 05548G102 SCHEDULE 13D Page 3 of 6 Pages - ---------------------- -------------------- AMENDMENT NO. 2 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 This Amendment No. 2 to Schedule 13D is being filed because the percentage of the total number of outstanding Common Stock shares that Mr. Levin owns has decreased by more than one percent as a result of share issuances by BKF. Item 1. Security and Issuer Item 1 is hereby amended by the addition of the following paragraph: "This Amendment No. 2 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 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 The source of funds used for the purchases described herein were personal funds of Mr. Levin. Item 4. Purpose of Transaction No material change. 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: 624,171 (b) Percent of class: 8.7%(1) - --------------- (1) Such percentage is based upon 7,175,516 shares of Common Stock outstanding, which is the total number of shares outstanding as of December 23, 2004. - ---------------------- -------------------- 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: 594,251 (ii) Shared power to vote or to direct the vote: 29,920 (iii) Sole power to dispose or to direct the disposition of: 594,251 (iv) Shared power to dispose or to direct the disposition of: 29,920 Mr. Levin is deemed to be the beneficial owner of 604,575 shares of Common Stock as a result of the following: (a) Mr. Levin directly owns 594,251 shares of Common Stock, over which he has sole voting and dispositive power. 20,321 shares of Common Stock of the 594,251 shares directly owned are shares of restricted common stock that Mr. Levin was granted under the BKF Capital Group, Inc. 1998 Incentive Compensation Plan. These shares will vest on March 9, 2007. (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) 11,013 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. 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. - ---------------------- -------------------- CUSIP NO. 05548G102 SCHEDULE 13D Page 5 of 6 Pages - ---------------------- -------------------- On December 23, 2004, Mr. Levin exercised options to purchase 35,570 shares of Common Stock for an exercise price of $13.0313. 7,810 of such shares were withheld to satisfy tax withholding obligations in connection with such exercise. Except as set forth in this paragraph, John A. 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 No material change. - ---------------------- -------------------- 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: December 28, 2004 By: /s/ John A. Levin ------------------------ John A. Levin -----END PRIVACY-ENHANCED MESSAGE-----