UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3(1)
BKF Capital Group, Inc.
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(Name of Issuer)
Common Stock, Par Value $1.00 par share
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(Title of Class of Securities)
05548G 10 2
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(CUSIP Number)
Catalyst Fund, L.P.
100 Mill Plain Road
Danbury, Connecticut 06811
with a copy to:
James A. Prestiano, Esq.
631 Commack Road, Suite 2A
Commack, New York 11725
(631) 499-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 28, 2008
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(Date of Event which Requires Filing of This Statement)
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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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7(b) for other parties to whom copies are to be sent.
(1) 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).
(Continued on following pages)
CUSIP No. 05548G 10 2 SCHEDULE 13D
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Catalyst Fund, L.P. IRS ID No. 35-2240946
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 988,000
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 988,000
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
988,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 05548G 10 2 SCHEDULE 13D
Item 1. Security and Issuer.
Except as expressly restated and amended below, the Schedule 13D and
amendments thereto, as filed on behalf of the Fund with respect to the common
stock, $1.00 par value per share ("Common Stock") of BKF Capital Group, Inc., a
Delaware corporation (the "Issuer"). The Issuer's principal executive office is
located at One Rockefeller Plaza, New York, New York 10020. The Issuer has
previously reported that as of February 1, 2008, the Issuer had 7,976,216 shares
of Common Stock issued and outstanding.
Item 2. Identity and Background.
(a-c) This Amendment No. 3 to Schedule 13D is filed on behalf of Catalyst
Fund, L.P. (the "Fund"), a Delaware limited partnership. The general partner of
the Fund is Catalyst Fund GP, LLC, a Delaware limited liability company. The
Fund is an unregistered investment fund with a principal place of business
located at 100 Mill Plain Road Danbury, Connecticut 06811.
(d) The Fund has not, during the past five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Fund has not, during the past five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction nor
has the Fund been nor is he now subject to a judgment, decree, or final order
enjoining further violations of, or prohibiting or mandating activities subject
to federal or state securities laws or finding any violation with respect to
such laws.
(f) The Fund is a Delaware limited partnership.
Item 3. Source and Amount of Funds or Other Consideration.
On April 28, 2008, the Fund purchased 150,000 shares of Common Stock in
open market transactions at the price of $2.00 per share for a total cost of
approximately $300,000 and 4,500 shares of Common Stock in open market
transactions at the price of $1.98 per share for a total cost of approximately
$8,910.
Item 4. Purpose of Transaction.
The Fund acquired the securities of the Issuer for investment purposes. The
Fund may (i) increase or decrease its beneficial ownership of Common Stock or
other securities of the Issuer, (ii) sell all or part of its shares of Common
Stock in open market or privately negotiated sales or otherwise, or (iii) make
further purchases of shares of Common Stock or other securities of the Issuer
through open market or privately negotiated transactions or otherwise. The Fund
has not reached any decision with respect to any such possible actions. If the
Fund does reach a decision to undertake any of the above described possible
actions, the Fund will, among other things, timely file an appropriate amendment
to this Schedule 13D.
Other than as described above, the Fund does not have any plans or proposals
which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer, or
the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization
or liquidation involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any vacancies on the Board of Directors of the Issuer;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, by-laws, or instruments corresponding
thereto or any actions which may impede the acquisition or control of the Issuer
by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)(b) As of April 28, 2008, the Fund owns 988,000 shares of the Issuer's
Common Stock, representing approximately 12.4% of the total shares of Common
Stock issued and outstanding. The Fund has sole voting and sole dispositive
power with respect to the Common Stock owned by the Fund.
(c) The following open market transactions were effected by the Fund during
the past sixty (60) days:
Buy/ Number Price
Trade Date Sell of Shares Per Share
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4/15/2008 Buy 4,500 $ 1.90
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of such
securities of the Issuer.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
None
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: April 28, 2008
Catalyst Fund, L.P.
/s/ Steven N. Bronson, Member
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STEVEN N. BRONSON, Member
Catalyst Fund GP, LLC,
its general partner
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (See 18 U.S.C. Section l001).