-----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, S6DZKXFGFjYTaTYMm7f2EpOIwpsHJbNwVqG47gA808go4i0gNQZPnmv9iD8muOOu IvE+TzjrdqxKrMet9UlKnQ== 0001144204-09-008945.txt : 20090217 0001144204-09-008945.hdr.sgml : 20090216 20090217160401 ACCESSION NUMBER: 0001144204-09-008945 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 GROUP MEMBERS: JOSHUA LANDES GROUP MEMBERS: NELSON OBUS GROUP MEMBERS: WYNNEFIELD CAPITAL MANAGEMENT, LLC GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I GROUP MEMBERS: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30028 FILM NUMBER: 09613647 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: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 IRS NUMBER: 133688497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 SC 13G/A 1 v140321_sc13ga.htm
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D. C. 20549
 
SCHEDULE 13G/A
(Rule 13-d-102)

(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 of Class of Securities)
 
December 31, 2008

(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨  RULE 13d-1(b)
x  RULE 13d-1(c)
¨  RULE 13d-1(d)
 

 
CUSIP NO. 05548G102
 
 
 
1) Name of Reporting Person
 
Wynnefield Partners Small Cap Value, L.P.
 
 
2) Check The Appropriate Box If A Member Of A Group (See Instructions)
(a) o
(b)x Reporting person is affiliated with other persons
 
 
3) SEC Use Only
 
 
4) Citizenship Or Place Of Organization:  Delaware
 
 
 
5) Sole Voting Power:
 
500 Shares
   
   
 
6) Shared Voting Power
NUMBER OF SHARES
0 
BENEFICIALLY OWNED
 
BY EACH REPORTING
 
PERSON WITH
7) Sole Dispositive Power:
 
500 Shares
   
   
 
8) Shared Dispositive Power
 
0
 
 
 
9) Aggregate Amount Beneficially Owned By Each Reporting Person :
500 Shares
 
 
10) Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o
(See Instructions)
 
 
11) Percent of Class Represented by Amount in Row (9):
0.01%
 
 
12) Type of Reporting Person (See Instructions) PN
 
 
2

 
CUSIP NO. 05548G102
 
 
 
1) Name of Reporting Person
 
Wynnefield Partners Small Cap Value, L.P. I
 
 
2) Check the Appropriate Box If a Member of a Group (See Instructions)
(a) o
(b) x Reporting Person is affiliated with other persons
 
 
3) SEC USE ONLY
 
 
4) Citizenship or Place of Organization:  Delaware
 
 
 
5) Sole Voting Power:
 
0 Shares
   
   
 
6) Shared Voting Power
NUMBER OF SHARES
BENEFICIALLY OWNED
 
BY EACH REPORTING
 
PERSON WITH
7) Sole Dispositive Power:
 
0 Shares
   
   
 
8) Shared Dispositive Power
 
 
 
 
 
9) Aggregate Amount Beneficially Owned by Each Reporting Person:
0 Shares
 
 
10) Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares o
(See Instructions)
 
 
11) Percent of Class Represented by Amount in Row (9):
0%
 
 
12) Type of Reporting Person: PN
 
 
3

 
CUSIP NO. 05548G102
 
 
 
1) Name of Reporting Person
 
Wynnefield Small Cap Value Offshore Fund, Ltd.
 
 
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) x Reporting person is affiliated with other persons
 
 
3) SEC USE ONLY
 
 
4) Citizenship or Place of Organization:  Cayman Islands
 
 
 
5) Sole Voting Power:
 
0 Shares
   
   
 
6) Shared Voting Power
NUMBER OF SHARES
BENEFICIALLY OWNED
 
BY EACH REPORTING
 
PERSON WITH
7) Sole Dispositive Power:
 
0 Shares
   
   
 
8) Shared Dispositive Power
 
 
 
 
 
9) Aggregate Amount Beneficially Owned by Each Reporting Person:
0 Shares
 
 
10) Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares o
(See Instructions)
 
 
11) Percent of Class Represented by Amount in Row (9):
0%
 
 
12) Type of Reporting Person (See Instructions) CO
 
 
4

 
CUSIP NO. 05548G102
 
 
 
1) Name of Reporting Person
 
Wynnefield Capital Management, LLC
 
 
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) x Reporting person is affiliated with other persons
 
 
3) SEC USE ONLY
 
 
4) Citizenship or Place of Organization:  New York
 
 
 
5) Sole Voting Power:
 
500 Shares (1)
   
   
 
6) Shared Voting Power
NUMBER OF SHARES
BENEFICIALLY OWNED
 
BY EACH REPORTING
 
PERSON WITH
7) Sole Dispositive Power:
 
500 Shares (1)
   
   
 
8) Shared Dispositive Power
   
   
  
 
9) Aggregate Amount Beneficially Owned by Each Reporting Person:
500 Shares (1)
 
 
10) Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares o
(See Instructions)
 
 
11) Percent of Class Represented by Amount in Row (9):
0.01% (1)
 
 
12) Type of Reporting Person: OO (Limited Liability Company)
 
(1)  Wynnefield Capital Management, LLC holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P.
 
5

 
CUSIP NO. 05548G102
 
 
 
1) Name of Reporting Person
 
Wynnefield Capital, Inc.
 
 
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) x Reporting person is affiliated with other persons
 
 
3) SEC USE ONLY
 
 
4) Citizenship or Place of Organization:  Cayman Islands
 
 
 
5) Sole Voting Power:
 
0 Shares
   
   
 
6) Shared Voting Power
NUMBER OF SHARES
BENEFICIALLY OWNED
 
BY EACH REPORTING
 
PERSON WITH
7) Sole Dispositive Power:
 
0 Shares
   
   
 
8) Shared Dispositive Power
   
 
 
 
9) Aggregate Amount Beneficially Owned by Each Reporting Person:
0 Shares
 
 
10) Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares  o
(See Instructions)
 
 
11) Percent of Class Represented by Amount in Row (9):
0% (1)
 
 
12) Type of Reporting Person (See Instructions) CO
 
 
6

 
CUSIP NO. 05548G102
 
 
 
1) Name of Reporting Person
 
Nelson Obus
 
 
2) Check The Appropriate Box If A Member Of A Group (See Instructions)
(a) o
(b) x Reporting person is affiliated with other persons
 
 
3) SEC Use Only
 
 
4) Citizenship Or Place Of Organization:  United States
 
 
 
5) Sole Voting Power:
 
500 Shares (1)
   
   
 
6) Shared Voting Power
NUMBER OF SHARES
0
BENEFICIALLY OWNED
 
BY EACH REPORTING
 
PERSON WITH
7) Sole Dispositive Power:
 
500 Shares (1)
   
   
 
8) Shared Dispositive Power
 
0
 
 
 
9) Aggregate Amount Beneficially Owned By Each Reporting Person:
500 Shares (1)
 
 
10) Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o
(See Instructions)
 
 
11) Percent of Class Represented by Amount in Row (9):
0.01%
 
 
12) Type of Reporting Person (See Instructions) IN
 
 
(1) Mr. Obus may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., because he is a co-managing member of Wynnefield Capital Management, LLC.  The filing of this Statement and any future amendment by Mr. Obus, and the inclusion of information herein and therein with respect to Mr. Obus, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest.  Mr. Obus disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.
 
7

 
CUSIP NO. 05548G102
 
 
 
1) Name of Reporting Person
 
Joshua Landes
 
 
2) Check The Appropriate Box If A Member Of A Group (See Instructions)
(a) o
(b) x Reporting person is affiliated with other persons
 
 
3) SEC Use Only
 
 
4) Citizenship Or Place Of Organization:  United States
 
 
 
5) Sole Voting Power:
 
500 Shares (1)
   
   
 
6) Shared Voting Power
NUMBER OF SHARES
0
BENEFICIALLY OWNED
 
BY EACH REPORTING
 
PERSON WITH
7) Sole Dispositive Power:
 
500 Shares (1)
   
   
 
8) Shared Dispositive Power
 
0
 
 
 
9) Aggregate Amount Beneficially Owned By Each Reporting Person:
500 Shares (1)
 
 
10) Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o
(See Instructions)
 
 
11) Percent of Class Represented by Amount in Row (9):
0.01%
 
 
12) Type of Reporting Person (See Instructions) IN
 
 
(1) Mr. Landes may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. because he is a co-managing member of Wynnefield Capital Management, LLC.  The filing of this Statement and any future amendment by Mr. Landes, and the inclusion of information herein and therein with respect to Mr. Landes, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest.  Mr. Landes disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.
 
8

 
 ITEM 1(a).  Name of Issuer:

BKF Capital Group, Inc.

ITEM 1(b).  Address of Issuer's Principal Executive Offices:

One Rockefeller Plaza, New York, NY 10020 

 
ITEM 2(a).  Names of Persons Filing:

Wynnefield Partners Small Cap Value, L.P. ("Partners")


Wynnefield Partners Small Cap Value, L.P. I ("Partners I")

 
Wynnefield Small Cap Value Offshore Fund, Ltd. ("Fund")

 
Wynnefield Capital Management, LLC ("WCM")

 
Wynnefield Capital, Inc. ("WCI")

 
Nelson Obus

 
Joshua Landes

 
ITEM 2(b).  Address of Principal Business Office Or, If None, Residence:

450 Seventh Avenue, Suite 509, New York, New York 10123


ITEM 2(c).  Citizenship:

Partners and  Partners I  are Delaware limited partnerships.


Fund and WCI are Cayman Islands companies.


WCM is a New York limited liability company.


Mr. Obus is a United States citizen


Mr. Landes is a United States citizen

 
9

 
ITEM 2(d).  Title of Class of Securities:

Common Stock, $1.00 Par Value Per Share


ITEM 2(e).  CUSIP Number:     05548G102

ITEM 3.     If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is:

¨ Broker or dealer registered under Section 15 of the Act.

¨ Bank as defined in Section 3(a)(6) of the Act.

¨ Insurance company as defined in Section 3(a)(19) of the Act.

¨ Investment company registered under Section 8 of the Investment Company Act of 1940.

¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

This statement is filed pursuant to Rule 13d-1(c).

ITEM 4.     Ownership:

(a) Amount beneficially owned by all reporting persons:  500 Shares

(b) Percent of class:  0.01% of Common Stock.

(c) Number of shares as to which the reporting persons have:
(i)   sole power to vote or to direct the vote:
500 Shares
(ii)  shared power to vote or to direct the vote:

(iii) sole power to dispose or to direct the disposition:
500 Shares
(iv)  shared power to dispose or to direct the disposition:

10

 
ITEM 5.  Ownership of five percent or less of a class.

If this statement is being filed to report the fact that as of the date hereof the reporting  person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following R

ITEM 6.  Ownership of more than five percent on behalf of another person.

Not applicable.
 
ITEM 7.  Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company.

Not applicable.
 
ITEM 8.  Identification and classification of members of the group.

See Item 2 (a) - (c).
 
ITEM 9.  Notice of dissolution of group.

Not applicable.
 
11

 
ITEM 10.  Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection or as a participant in any transaction having that purpose or effect.
 
Dated:   February 13, 2009
 
   
By:
Wynnefield Capital Management, LLC, General Partner
     
 
By:
 /s/ Nelson Obus
   
Nelson Obus, Managing Member
 
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
     
By:
Wynnefield Capital Management, LLC, General Partner
     
 
By:
 /s/ Nelson Obus
   
Nelson Obus, Managing Member
     
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
   
By:
Wynnefield Capital, Inc.
     
 
By:
 /s/ Nelson Obus
   
Nelson Obus, President
     
WYNNEFIELD CAPITAL MANAGEMENT, LLC
     
 
By:
 /s/ Nelson Obus
   
Nelson Obus, Co-Managing Member
     
WYNNEFIELD CAPITAL, INC.
     
 
By:
 /s/ Nelson Obus
   
Nelson Obus, President
 
 /s/ Nelson Obus
Nelson Obus, Individually
 
/s/ Joshua Landes
Joshua Landes, Individually
 
12

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