<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ---------------------

                                   FORM 10-Q

<Table>
<C>          <S>
 (Mark One)
    [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934



             FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001



                                   OR




    [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934



             FOR THE TRANSITION PERIOD FROM           TO
</Table>

                        COMMISSION FILE NUMBER: 1-10024

                             ---------------------

                            BKF CAPITAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                            <C>
                   DELAWARE                                      36-0767530
       (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                      Identification No.)

            ONE ROCKEFELLER PLAZA,                                 10020
              NEW YORK, NEW YORK                                 (Zip Code)
   (Address of principal executive offices)
</Table>

              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
                                 (212) 332-8400

              (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
                         IF CHANGED SINCE LAST REPORT)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]     No [ ]

     As of October 31, 2001, 6,566,685 shares of the registrant's common stock,
$1.00 par value, were outstanding.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                         PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                    BKF CAPITAL GROUP, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
              (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (SEE NOTE 1)

<Table>
<Caption>
                                                              SEPTEMBER 30,   DECEMBER 31,
                                                                  2001            2000
                                                              -------------   ------------
                                                               (UNAUDITED)     (AUDITED)
<S>                                                           <C>             <C>
ASSETS
Cash and cash equivalents...................................    $ 38,977        $ 22,268
Investment advisory fees receivable.........................      25,062          27,842
Investments in securities, at value (cost $2,457 and $2,489,
  respectively).............................................       2,348           2,622
Prepaid expenses and other current assets...................       2,220           2,339
Prepaid income taxes........................................         462              --
Investments in affiliated partnerships......................      14,599          11,860
Fixed assets (net of accumulated depreciation of $2,554 and
  $2,316, respectively).....................................       3,129           3,070
Other assets................................................         621             703
Deferred tax asset..........................................       4,081           6,708
Goodwill....................................................      23,363          23,363
Employment contracts........................................          --          23,363
Investment advisory contracts...............................      70,088          70,088
Accumulated amortization....................................     (44,973)        (60,977)
                                                                --------        --------
          Total assets......................................    $139,977        $133,249
                                                                ========        ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued expenses............................................    $  3,824        $  3,390
Accrued bonuses.............................................      32,554          28,056
Accrued incentive compensation..............................         696             321
Income taxes payable........................................          --             377
Other liabilities...........................................         920             974
                                                                --------        --------
          Total liabilities.................................      37,994          33,118
                                                                --------        --------
STOCKHOLDERS' EQUITY
Common stock, $1 par value, authorized -- 15,000,000 and
  60,000,000 shares, respectively; issued and
  outstanding -- 6,566,685 and 6,518,665 shares,
  respectively..............................................       6,567           6,519
Additional paid-in capital..................................      63,115          62,227
Retained earnings...........................................      32,301          31,385
                                                                --------        --------
          Total stockholders' equity........................     101,983         100,131
                                                                --------        --------
Total liabilities and stockholders' equity..................    $139,977        $133,249
                                                                ========        ========
</Table>

                             See accompanying notes
                                        1
<PAGE>

                    BKF CAPITAL GROUP, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME
              (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (SEE NOTE 1)

<Table>
<Caption>
                                                                            NINE MONTHS ENDED
                                                 THREE MONTHS ENDED           SEPTEMBER 30,
                                                    SEPTEMBER 30,        -----------------------
                                               -----------------------                PRO FORMA
                                                  2001         2000         2001       2000(A)
                                               ----------   ----------   ----------   ----------
                                                                  (UNAUDITED)
<S>                                            <C>          <C>          <C>          <C>
REVENUES:
Investment advisory fees.....................  $   15,437   $   11,711   $   44,285   $   32,155
Incentive fees...............................       5,804        6,717       23,047       17,669
Commission income -- net.....................         607          437        1,681        1,220
                                               ----------   ----------   ----------   ----------
          Total revenues.....................      21,848       18,865       69,013       51,044
                                               ----------   ----------   ----------   ----------
EXPENSES:
Employee compensation and benefits...........      14,683       13,549       45,976       31,548
Occupancy & equipment rental.................         712          604        1,981        1,698
Other operating expenses.....................       3,379        2,030        9,473        5,759
Amortization of intangibles..................       2,142        2,609        7,359        4,994
                                               ----------   ----------   ----------   ----------
          Total expenses.....................      20,916       18,792       64,789       43,999
                                               ----------   ----------   ----------   ----------
OPERATING INCOME.............................         932           73        4,224        7,045
Other income (expense):
Net realized and unrealized gain (loss) on
  investments................................         446           --        1,139         (380)
Interest and dividend income.................         345          309        1,009          944
Interest expense.............................         (10)         (14)         (28)         (47)
                                               ----------   ----------   ----------   ----------
Income before taxes and cumulative effect of
  change in accounting principle.............       1,713          368        6,344        7,562
                                               ----------   ----------   ----------   ----------
Income taxes.................................         394        1,175        4,997        5,641
Deferred tax expense (benefit)...............         960           --          431       (5,170)
Valuation allowance..........................          --           --           --        5,170
                                               ----------   ----------   ----------   ----------
Income (loss) before cumulative effect of
  change in accounting principle.............         359         (807)         916        1,921
                                               ----------   ----------   ----------   ----------
Cumulative effect to April 18, 2000 of change
  in accounting principle....................          --           --           --      (53,374)
                                               ----------   ----------   ----------   ----------
NET INCOME (LOSS)............................  $      359   $     (807)  $      916   $  (51,453)
                                               ==========   ==========   ==========   ==========
</Table>

                                        2
<PAGE>
                    BKF CAPITAL GROUP, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF INCOME -- (CONTINUED)
              (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (SEE NOTE 1)

<Table>
<Caption>
                                                                            NINE MONTHS ENDED
                                                 THREE MONTHS ENDED           SEPTEMBER 30,
                                                    SEPTEMBER 30,        -----------------------
                                               -----------------------                PRO FORMA
                                                  2001         2000         2001       2000(A)
                                               ----------   ----------   ----------   ----------
                                                                  (UNAUDITED)
<S>                                            <C>          <C>          <C>          <C>
Basic earnings (loss) per share(b):
Income (loss) before cumulative effect of
  accounting change..........................  $     0.05   $    (0.12)  $     0.14   $     0.30
Cumulative effect of accounting change.......          --           --           --        (8.21)
                                               ----------   ----------   ----------   ----------
Net income (loss)............................  $     0.05   $    (0.12)  $     0.14   $    (7.91)
                                               ==========   ==========   ==========   ==========
Diluted earnings (loss) per share(b):
Income (loss) before cumulative effect of
  accounting change..........................  $     0.05   $    (0.12)  $     0.12   $     0.29
Cumulative effect of accounting change.......          --           --           --        (8.17)
                                               ----------   ----------   ----------   ----------
Net income (loss)............................  $     0.05   $    (0.12)  $     0.12   $    (7.88)
                                               ==========   ==========   ==========   ==========
Weighted average shares outstanding(b):
Basic........................................   6,565,523    6,504,852    6,534,456    6,504,852
                                               ==========   ==========   ==========   ==========
Diluted......................................   7,391,899    6,504,852    7,354,971    6,534,700
                                               ==========   ==========   ==========   ==========
</Table>

---------------

(a) Pro forma results have been adjusted for the investment company specific
    income and expenses of BKF Capital Group, Inc. for the period January 1,
    2000 to April 18, 2000 of interest income ($228) and interest expense
    ($406).

(b) Calculation reflects the reverse stock split (which was effectuated January
    7, 2000).

                             See accompanying notes
                                        3
<PAGE>

                    BKF CAPITAL GROUP, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (SEE NOTE 1)

<Table>
<Caption>
                                                              NINE MONTHS ENDED SEPTEMBER 30,
                                                              --------------------------------
                                                                        PRO FORMA   HISTORICAL
                                                               2001       2000       2000(A)
                                                              -------   ---------   ----------
                                                                        (UNAUDITED)
<S>                                                           <C>       <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)...........................................  $   916   $(51,453)   $ (54,125)
Adjustments to reconcile net income (loss) to net cash
  provided by operations:
  Depreciation and amortization(b)..........................    8,012     58,979       58,780
  Stock based compensation..................................      492        376          251
  Tax benefit related to employee compensation plans........      404         --           --
  Unrealized loss on marketable securities..................     (311)        --           --
  Realized loss on investments..............................       --        108          401
  Changes in operating assets and liabilities:
     (Increase) decrease in investment advisory fees
       receivable...........................................    2,780     (5,968)      (6,827)
     Decrease in prepaid expenses and other current
       assets...............................................      148        250          222
     (Increase) in investments in affiliated investment
       partnerships.........................................   (2,739)    (1,899)      (5,015)
     Decrease in investments in securities..................      585         --           --
     Decrease in deferred income taxes......................    2,627         --           --
     Decrease in other assets...............................       82        310          168
     Increase (decrease) in accrued expenses................      434     (2,658)      (2,331)
     Increase in accrued bonuses............................    4,498      8,334       16,943
     Increase in other liabilities..........................      211         --           --
     Increase (decrease) in income taxes
       payable/receivable...................................     (839)       576         (714)
                                                              -------   --------    ---------
Net cash provided by operating activities...................   17,300      6,955        7,753
                                                              -------   --------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed asset additions.......................................     (712)      (299)        (150)
Proceeds from sale of investments...........................       --        892          599
Cash from previously unconsolidated subsidiary..............       --         --       11,873
                                                              -------   --------    ---------
Net cash provided by (used in) investing activities.........     (712)       593       12,322
                                                              -------   --------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of loan principal...................................     (265)      (246)        (164)
Issuance of common stock....................................      386         --           --
Cash included in deemed contribution........................       --        178           --
Dividends and capital gain distributions....................       --         --     (480,058)
                                                              -------   --------    ---------
Net cash provided by (used in) financing activities.........      121        (68)    (480,222)
                                                              -------   --------    ---------
Net increase (decrease) in cash and cash equivalents........   16,709      7,480     (460,147)
Cash and cash equivalents at the beginning of the period....   22,268     14,361      481,988
                                                              -------   --------    ---------
Cash and cash equivalents at the end of the period..........  $38,977   $ 21,841    $  21,841
                                                              =======   ========    =========
</Table>

                                        4
<PAGE>
                    BKF CAPITAL GROUP, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)
              (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (SEE NOTE 1)

<Table>
<Caption>
                                                              NINE MONTHS ENDED SEPTEMBER 30,
                                                              --------------------------------
                                                                        PRO FORMA   HISTORICAL
                                                               2001       2000       2000(A)
                                                              -------   ---------   ----------
                                                                        (UNAUDITED)
<S>                                                           <C>       <C>         <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest......................................  $    28   $     49    $      37
                                                              =======   ========    =========
Cash paid for taxes.........................................  $ 5,105   $  5,143    $   4,247
                                                              =======   ========    =========
</Table>

NON-CASH TRANSACTIONS:

     During July 2001, the Company issued 3,232 shares of common stock in
satisfaction of a restricted stock units granted and vested in November 2000.

     During March 2001, the Company granted a total of 7,000 restricted stock
units to the Nonemployee Directors of the Company with a value of $146. Of this
amount, $117 has been used to reduce cash payments to Directors for 2001 Board
of Directors and Committee meetings.

     During the quarter ended March 2000, the Company financed a portion of its
Directors and Officers/ Errors and Omissions insurance policy (premium $910).
---------------

(a) -- The cash flow represents the historical cash flows of BKF Capital Group,
       Inc. (the former registered investment company) for the period January 1,
       2000 to April 18, 2000 and the combined cash flows of the holding company
       for the period April 19, 2000 to September 30, 2000.

(b) -- Includes cumulative effect of change in accounting principle in 2000.

                                See accompanying notes
                                        5
<PAGE>

                    BKF CAPITAL GROUP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  ORGANIZATION AND BASIS OF PRESENTATION

     The consolidated interim financial statements of BKF Capital Group, Inc.
(formerly Baker, Fentress & Company, hereto referred to as "BKF" or the
"Company") and its subsidiaries included herein have been prepared in accordance
with generally accepted accounting principles for interim financial information
and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. These consolidated financial statements are
unaudited and should be read in conjunction with the audited consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2000. The Company follows the same
accounting policies in the preparation of interim reports. In the opinion of
management, the consolidated financial statements reflect all adjustments, which
are of a normal recurring nature, necessary for a fair presentation of the
financial position, results of operations and cash flows of the Company for the
interim periods presented and are not necessarily indicative of a full year's
results.

     In preparing the consolidated financial statements, management is required
to make estimates and assumptions that affect the amounts reported in the
financial statements. Actual results could differ from those estimates.

     Prior to April 18, 2000, BKF operated under the Investment Company Act of
1940 as a non-diversified closed-end management investment company. In August
1999, the Board of Directors and shareholders of BKF adopted and implemented a
Plan for Distribution of Assets ("Plan"), pursuant to which substantially all of
BKF's investment securities were sold. The cash proceeds, as well as shares of
Consolidated-Tomoka Land Company ("CTO"), were subsequently distributed to
shareholders by January 7, 2000. The Company received a deregistration order
from the Securities and Exchange Commission ("SEC") on April 18, 2000,
effectively completing its evolution from an investment company to a holding
company whose primary business now operates through a wholly-owned subsidiary,
Levin Management Co., Inc. and its subsidiaries, all of which are referred to as
"Levco." As of April 2000, financial reporting of BKF reflects Levco on a
consolidated basis. The Company trades on the New York Stock Exchange, Inc.
under the symbol "BKF".

     The Pro Forma Consolidated Statement of Income for the nine month period
ended September 30, 2000 presents the historical results of BKF and Levco giving
effect to the following pro forma adjustments:

     - operating expenses attributable to operating a publicly traded company,
       which were previously borne by BKF;

     - reversal of all investment company specific components of BKF revenue and
       expenses since the Company will have no ongoing operations other than
       that of Levco;

     - amortization expense on intangible assets based on the recasting of the
       June 1996 acquisition of Levco by BKF using the purchase method of
       accounting. This item is non-deductible for income tax purposes;

     - the 1 to 6 reverse stock split effectuated in January 2000.

     The Pro Forma Consolidated Statement of Cash Flows for the period ended
September 30, 2000, reflects the pro forma cash flows of the combined companies
as if BKF had received its deregistration order effective January 1, 2000. BKF
and Levco financial information is being presented on a consolidated basis.

                                        6
<PAGE>
                    BKF CAPITAL GROUP, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                  (UNAUDITED)

 THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS ARE PRESENTED SINCE THEY ARE
 MORE REPRESENTATIVE OF THE COMPANY'S OPERATIONS PURSUANT TO THE PLAN.

     The pro forma financial statements do not necessarily represent the results
of operations or the financial position of the Company which actually would have
occurred had the proposed transaction been previously consummated or project the
results of operations or the financial position of the Company for any future
date or period. The SEC approved the application for deregistration of the
Company as a registered investment company on April 18, 2000. Therefore, the
quarter ended June 30, 2000 reflected the non-recurring charge relating to the
change in accounting method for the cumulative effect of the amortization of
intangible assets resulting from recording the Levco transaction under purchase
accounting.

     All numerical information presented in the notes to the consolidated
financial statements has been rounded to the nearest thousand dollars, unless
otherwise noted.

  INCOME TAXES

     The Company accounts for income taxes under the liability method prescribed
by Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes." Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to the differences between the financial statement
carrying amount of existing assets and liabilities and their respective tax
basis. Future tax benefits are recognized only to the extent that realization of
such benefits is more likely than not to occur.

     Prior to April 18, 2000, BKF was a Regulated Investment Company ("RIC"),
which distributed all of its income. It generally was not subject to income
taxes and, therefore, no tax provision was previously recorded. Levco, an
operating company, is subject to federal, state and local taxes on income. The
Pro Forma Consolidated Statement of Income for the nine month period ended
September 30, 2000 reflects a tax provision based upon the pro forma
consolidated results of operations.

  INTANGIBLE ASSETS

     The cost in excess of net assets of Levco acquired by BKF in June 1996 is
reflected as goodwill, employment contracts, and investment advisory contracts
in the Consolidated Statements of Financial Condition at September 30, 2001 and
December 31, 2000. Goodwill is amortized straight line over 15 years and
investment contracts over 10 years. Employment contracts were amortized over the
life of the contract. Whereas the Pro Forma Consolidated Financial Statements
reflect these intangible assets under the purchase accounting method, the
retroactive income effect of recasting this transaction was recorded in the
quarter ended June 30, 2000 as a one-time change in accounting principle charge
to income for all accumulated amortization from June 1996 through April 18,
2000.

  EARNINGS PER SHARE

     The Company has not presented historical earnings per share for the nine
month period ended September 30, 2000 due to the significant changes in its
operations, which are not reflected in the historical financial statements. BKF,
as a registered investment company, presented its net asset value ("NAV") per
share. The pro forma earnings per share are shown using the actual BKF shares
outstanding (adjusted for the 1 to 6 reverse stock split effectuated in January
2000).

     Basic earnings (loss) per share is calculated by dividing net income (loss)
by the weighted average number of common shares outstanding during the period.
Diluted earnings (loss) per share is computed by dividing net income (loss) by
the total of the weighted average number of shares of common stock outstanding
and common stock equivalents. Diluted earnings (loss) per share is computed
using the treasury stock method.

                                        7
<PAGE>
                    BKF CAPITAL GROUP, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                  (UNAUDITED)

     The following table sets forth the computation of basic and diluted
earnings per share (all amounts in thousands, except share and per share data):

<Table>
<Caption>
                                                                            NINE MONTHS ENDED
                                                 THREE MONTHS ENDED           SEPTEMBER 30,
                                                    SEPTEMBER 30,        -----------------------
                                               -----------------------                PRO FORMA
                                                  2001         2000         2001         2000
                                               ----------   ----------   ----------   ----------
<S>                                            <C>          <C>          <C>          <C>
Income (loss) before cumulative effect of
  accounting change..........................  $      359   $     (807)  $      916   $    1,921
Cumulative effect of accounting change.......          --           --           --      (53,374)
                                               ----------   ----------   ----------   ----------
Net income (loss)............................  $      359   $     (807)  $      916   $  (51,453)
                                               ==========   ==========   ==========   ==========
Basic weighted-average shares outstanding....   6,565,523    6,504,852    6,534,456    6,504,852
  Dilutive potential shares from stock
     options and RSU's.......................     826,376           --      820,515       29,848
                                               ----------   ----------   ----------   ----------
Diluted weighted-average shares
  outstanding................................   7,391,899    6,504,852    7,354,971    6,534,700
                                               ==========   ==========   ==========   ==========
Basic earnings (loss) per share:
  Income (loss) before cumulative effect of
     accounting change.......................  $     0.05   $    (0.12)  $     0.14   $     0.30
  Cumulative effect of accounting change.....          --           --           --        (8.21)
                                               ----------   ----------   ----------   ----------
  Net income (loss)..........................  $     0.05   $    (0.12)  $     0.14   $    (7.91)
                                               ==========   ==========   ==========   ==========
Diluted earnings (loss) per share:
  Income (loss) before cumulative effect of
     accounting change.......................  $     0.05   $    (0.12)  $     0.12   $     0.29
  Cumulative effect of accounting change.....          --           --           --        (8.17)
                                               ----------   ----------   ----------   ----------
  Net income (loss)..........................  $     0.05   $    (0.12)  $     0.12   $    (7.88)
                                               ==========   ==========   ==========   ==========
</Table>

  RECENT ACCOUNTING PRONOUNCEMENTS

     In 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
establishes accounting and reporting standards for derivative instruments,
including certain derivatives embedded in other contracts and for hedging
activities. SFAS No. 133 generally requires an entity to recognize all
derivatives as either assets or liabilities in the consolidated statement of
financial condition and measure those investments at fair value. SFAS No. 133,
as amended by SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities -- Deferral of the Effective Date of FASB Statement No. 133," and
SFAS No. 138, "Accounting for Certain Derivative and Certain Hedging Activities,
an amendment to FASB Statement No. 133," was required to be adopted for fiscal
years beginning after June 15, 2000. The Company adopted the new standard
effective January 1, 2001 and it has not had a material effect on the Company's
results of operations or financial position.

     In June 2001 the Financial Accounting Standards Board issued SFAS No. 142,
"Goodwill and Other Intangible Assets", effective for fiscal years beginning
after December 15, 2001. Under the new rules, goodwill will no longer be
amortized but will be subject to annual impairment tests in accordance with the
Statement. The Company does not anticipate any significant impairment charges
during 2002. Other intangible assets with finite lives will continue to be
amortized over their useful lives.

     The Company will apply the new rules beginning in the first quarter of
2002. Application of the nonamortization provisions of the Statement is expected
to result in an increase in net income of

                                        8
<PAGE>
                    BKF CAPITAL GROUP, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                  (UNAUDITED)

approximately $1.6 million per year. During 2002, the Company will perform the
first of the required impairment tests of goodwill as of January 1, 2002 and has
not yet determined what the effect of these tests will be on the earnings and
financial position of the Company.

     In August 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." The primary objectives of this statement were to
establish a single accounting model for long-lived assets to be disposed of by
sale, whether previously held and used or newly acquired, and to broaden the
presentation of discontinued operations to include more disposal transactions.
Although Statement 144 supersedes FASB Statement No. 121 on impairment of
long-lived assets, many of the requirements of Statement 121 regarding the test
for and measurement of impairment losses of long-lived assets were retained.
Company will adopt Statement 144 on January 1, 2002. The adoption of this
statement is not expected to have a material impact on Company's results of
operations or financial position.

2.  INCENTIVE FEES AND ALLOCATIONS

     Investment advisory fees receivable and investments in affiliated
partnerships include approximately $13.1 million and $6.3 million of accrued
incentive fees and allocations, respectively, as of September 30, 2001, for
which the full contract measurement period has not been reached. Incentive fees
and allocations for the nine months ended September 30, 2001 include
approximately $9.0 million payable to employee-controlled entities. The Company
has provided for the applicable expenses relating to this revenue. If the
accrued incentive fees and allocations are not ultimately realized, a
substantial portion of the related accrued expenses will be reversed.

3.  STOCKHOLDERS' EQUITY

     The Company effectuated a 1 to 6 reverse stock split on January 7, 2000.
All share numbers and per share amounts in the Company's consolidated financial
statements reflect the reverse split.

     The Company adopted a Share Purchase Rights Plan on May 29, 2001 (the
"Rights Plan"). The Rights Plan was implemented by declaring a dividend,
distributable to stockholders of record on June 18, 2001. With certain
exceptions, the rights become exercisable if a person or group acquires 10% or
more of the Company's outstanding common stock. Such an acquisition causes each
right to be adjusted to permit the holder (other than such person or any member
of such group) to buy a number of additional shares of Common Stock of the
Company having a market value of twice the exercise price of the rights. In
addition, if the Company is involved in a merger or other business combination
at any time after a person or group has acquired 10% or more of the Company's
shares, the Rights will entitle the holder to buy a number of shares of common
stock of the acquiring company having a market value of twice the exercise price
of each right. Rights held by the acquiring person or group become void. The
Company may also redeem the rights for $.01 per right or may exchange each right
for one share of common stock, subject to restrictions set forth in the Rights
Plan. The rights will expire on June 17, 2011.

                                        9
<PAGE>
                    BKF CAPITAL GROUP, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                  (UNAUDITED)

4.  COMMITMENT

     The Company has office space obligations that require monthly payments plus
escalations through September 2011. At September 30, 2001, the minimum annual
rental commitments under the operating lease are as follows:

<Table>
<S>                                                           <C>
Remainder of 2001...........................................  $   748,000
2002........................................................    3,807,000
2003........................................................    3,867,000
2004........................................................    3,870,000
2005........................................................    3,880,000
2006 to September 2011......................................   26,289,000
                                                              -----------
Total minimum payments required.............................  $42,461,000
                                                              ===========
</Table>

                                        10
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

INTRODUCTION

     BKF Capital Group, Inc. ("BKF") operates entirely through John A. Levin &
Co., Inc., an investment adviser registered with the U.S. Securities and
Exchange Commission that was acquired by BKF in June 1996. The investment
adviser is a wholly-owned subsidiary of Levin Management Co., Inc., which in
turn is a wholly-owned subsidiary of BKF. Levin Management Co., Inc. and its
subsidiaries are referred to collectively as "Levco." Levco specializes in
managing equity portfolios for institutional and individual investors primarily
in the United States. Most accounts are managed pursuant to large cap value
strategies; Levco also offers event-driven alternative investment products as
well as other more specialized investment programs.

     Levco acts as the managing general partner of a number of investment
partnerships and also acts as an adviser to private investment vehicles
organized outside the United States.

     With respect to accounts managed pursuant to its large cap value
strategies, Levco generally receives advisory fees based on a percentage of the
market value of assets under management, including market appreciation or
depreciation and client contributions and withdrawals. With respect to private
investment vehicles and separate accounts managed pursuant to similar
strategies, Levco is generally entitled to receive both a fixed management fee
based on a percentage of the assets under management and a share of net profits.

     Levco obtains some of its clients for its large cap value products through
wrap fee programs sponsored by major financial services companies. In these
programs, clients pay the sponsoring broker an asset-based fee that covers
brokerage commissions, advisory services, custodial fees, and other reporting
and administrative services. Investors are able to select Levco from among a
limited number of managers participating in the program, and Levco receives a
portion of the wrap fee paid by the clients who select Levco to manage their
accounts through the program.

     At September 30, 2001, assets under management were $12.56 billion, up from
$10.51 billion a year earlier. Following is a comparison of Levco assets under
management (in millions) as defined by product and client type:

<Table>
<Caption>
                                                             SEPTEMBER 30,   SEPTEMBER 30,
                                                                 2001            2000
                                                             -------------   -------------
<S>                                                          <C>             <C>
Institutional..............................................     $ 5,230         $ 4,774
Non-institutional..........................................       1,871           2,104
Event Driven...............................................       1,358             955
Private Investment Funds...................................         333             163
Wrap.......................................................       3,772           2,509
                                                                -------         -------
TOTAL......................................................     $12,564         $10,505
                                                                =======         =======
</Table>

     Levco also has a wholly-owned broker-dealer subsidiary that clears through
Correspondent Services Corporation, a UBS PaineWebber company, on a fully
disclosed basis. Generally, the customers of the broker-dealer subsidiary are
advisory clients of Levco, and the trades executed through the broker-dealer are
generally placed by Levco in its capacity as investment adviser.

     The following discussion and analysis of the results of operations is based
on the actual and pro forma Consolidated Statements of Income and Consolidated
Statements of Financial Condition of BKF Capital Group, Inc. and Subsidiaries.
In light of the evolution of BKF from a closed-end management investment company
to a holding company whose primary asset is the investment management business
of Levco, pro forma statements of operations and cash flows have been included
in Part I -- Item 1 of this Quarterly Report on Form 10-Q in order to provide
meaningful comparisons of financial information for the nine month period ended
September 30, 2000. Management has not included a discussion of historical
financial results of BKF as a closed-end management investment company, as it
completed the distribution of substantially all of its assets on January 7, 2000
pursuant to a Plan of Distribution of Assets approved by shareholders on August
19, 1999 and ceased to be registered as an investment company on April 18, 2000.

                                        11
<PAGE>

     Certain statements under this caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations" constitute "forward-looking
statements" under the Private Securities Litigation Reform Act of 1995 (the
"Reform Act"). See "Part II -- Other Information."

PRO FORMA RESULTS OF OPERATIONS

 THREE MONTHS ENDED SEPTEMBER 30, 2001 AS COMPARED TO THREE MONTHS ENDED
 SEPTEMBER 30, 2000.

  Revenues

     Total revenues for the third quarter of 2001 rose to $21.85 million,
reflecting an increase of 15.8% from the $18.87 million in revenues generated in
the same period in 2000. This increase was primarily attributable to a 31.8%
increase in investment advisory fees (excluding incentive fees) from $11.71
million to $15.44 million. This increase in investment advisory fees resulted
from the increase in assets under management in the large cap value strategy,
which experienced a significant increase in assets managed in wrap fee programs,
and in the event driven product. Assets under management in the event-driven
product include private investment vehicles launched in the third quarter of
2001 pursuing an investment strategy focusing on the debt and securities of
distressed issuers. Incentive fees and general partner incentive allocations
declined 13.6%, from $6.72 million in the third quarter of 2000 to $5.80 million
in the third quarter of 2001. This decrease in incentive fees resulted from the
decrease in incentive fees accrued with respect to the event-driven strategy as
the result of a decrease in performance, which was partially offset by the
increase in incentive fees attributable to investment vehicles following a
short-biased investment strategy. Incentive fees and general partner allocations
are accrued on a quarterly basis but are primarily determined and billed or
allocated, as the case may be, at the end of the applicable contract year or
upon investor withdrawal. Such accruals may be reversed prior to being earned or
allocated as the result of investment performance.

     Commission income generated by the broker-dealer business rose 38.9% from
$437,000 in the third quarter of 2000 to $607,000 in the third quarter of 2001.

  Expenses

     Total expenses for the third quarter of 2001 rose 11.3% from $18.79 million
in the third quarter of 2000 to $20.92 million. Compensation expense rose 8.4%,
from $13.55 million in the third quarter of 2000 to $14.68 million. Compensation
expenses for the third quarter of 2000 included approximately $1.8 million
attributable to the first six months of 2000. This amount was included in third
quarter compensation expense for 2000 as the result of a change in estimate
arising from the adoption of revised compensation guidelines in such quarter.
The increase in compensation expense in the third quarter of 2001 is
attributable to the increase in revenues and the increase of compensation
expense as a percentage of pre-tax, pre-compensation profits under the revised
guidelines, beginning in 2001. All compensation expense related to accrued
incentive fees or general partner incentive allocations is subject to reversal
if the incentive fees or general partner incentive allocations are not
ultimately realized.

     Other operating expenses of BKF rose 66.5% from $2.03 million in the third
quarter of 2000 to $3.38 million in the third quarter of 2001, primarily
reflecting an increase in (i) referral fees paid to third parties, (ii)
consulting fees and (iii) communications and portfolio management software
expenses related to the increase in the number of wrap fee accounts.

     BKF entered into a lease amendment dated September 28, 2001 whereby it
acquired 16,022 square feet in its current location on a floor contiguous with
the floor on which its investment and trading operations are currently
conducted. This lease amendment will result in an additional annual expense of
approximately $1.1 million commencing in the fourth quarter of 2001. BKF is
seeking to sublease or relinquish the 20,231 square feet it acquired by means of
the lease amendment entered into in the second quarter; the space it is seeking
to sublease or relinquish carries an annual expense of $1.3 million. This space
is in the same building as, but not contiguous with, the current operations and
has not yet been occupied.

                                        12
<PAGE>

  Operating Income

     Operating income for the third quarter of 2001 rose to $932,000 from
$73,000 in the third quarter of 2000, reflecting the increase in revenues, which
exceeded the increase in expenses. Excluding the amortization of intangibles
expense, operating income was $3.07 million for the third quarter of 2001, up
from $2.68 million in the year earlier period. As noted above, expenses in the
third quarter of 2000 were increased by approximately $1.8 million of
compensation expense attributable to the first six months of 2000 but included
in the third quarter of 2000 as the result of a change in estimate.

  Gain (Loss) on Investments

     In the third quarter of 2001, BKF had a net realized and unrealized gain on
investments of $446,000, derived primarily from payments received by BKF in
connection with settlements of class action lawsuits relating to securities held
by BKF at such time as it was an investment company. These payments were
partially offset by losses in small cap, small/mid cap and financial services
portfolios established by BKF in the fourth quarter of 2000 to develop such
products. The small cap portfolio was liquidated on August 15, 2001, following
the departure of the portfolio manager managing the product.

  Interest and Dividend Income

     Interest and dividend income increased by 11.7%, from $309,000 in the third
quarter of 2000 to $345,000 in the third quarter of 2001, as increased cash
levels generated by operations were partially offset by the declining interest
rates.

  Income Taxes

     The provision for income taxes decreased 66.5% from $1.18 million in the
third quarter of 2000 to $394,000 in the third quarter of 2001. An effective tax
rate of 47% of income before taxes (as determined without a deduction for the
amortization of intangibles) was used to make the determination with respect to
the provision for taxes at September 30, 2001 and 2000. The decrease in
provision for taxes is due to the overaccrual for certain state taxes made
during prior years. The reversal of the accrual and related claim for
overpayment to various states in prior years was recorded in the third quarter
of 2001 when BKF's 2000 and prior years' amended state tax returns were filed.

 NINE MONTHS ENDED SEPTEMBER 30, 2001 AS COMPARED TO NINE MONTHS ENDED SEPTEMBER
 30, 2000.

  Revenues

     Total revenues for the first nine months of 2001 rose to $69.01 million,
reflecting an increase of 35.2% from the $51.04 million in revenues generated in
the same period in 2000. This increase was mostly attributable to (i) a 37.7%
increase in investment advisory fees (excluding incentive fees) from $32.16
million to $44.29 million and (ii) a 30.4% increase in incentive fees and
general partner incentive allocations from $17.67 million to $23.05 million. The
increase in investment advisory fees is primarily attributable to the increase
in assets under management in the large cap value strategy, which experienced a
significant increase in assets managed in wrap fee programs, and in the event
driven products. The increase in incentive fees is primarily attributable to the
increase in assets under management in the event driven strategy as well as in
other alternative strategies. Incentive fees and general partner allocations are
accrued on a quarterly basis but are primarily determined and billed or
allocated, as the case may be, at the end of the applicable contract year or
upon investor withdrawal. Such accruals may be reversed prior to being earned or
allocated as the result of investment performance.

     Commission income generated by the broker-dealer business rose 37.8% from
$1.22 million in the first nine months of 2000 to $1.68 million in the first
nine months of 2001.

                                        13
<PAGE>

  Expenses

     Total expenses for the first nine months of 2001 rose 47.3% from $44.00
million to $64.79 million. The largest component of this increase was a 45.7%
increase in compensation expense, which rose from $31.55 million to $45.98
million. This increase in compensation expense is attributable to the increase
in revenues and the implementation of the revised compensation guidelines
approved by the Compensation Committee in the third quarter of 2000, which
revised guidelines increased compensation expense as a percentage of pre-tax,
pre-compensation profits, beginning in 2001. All compensation expense related to
accrued incentive fees or general partner incentive allocations is subject to
reversal if the incentive fees or general partner incentive allocations are not
ultimately realized.

     Other operating expenses of BKF rose 64.5% from $5.76 million in the first
nine months of 2000 to $9.47 million in the first nine months of 2001, primarily
reflecting an increase in (i) referral fees paid to third parties, (ii)
consulting fees, (iii) reimbursements to certain client accounts in connection
with trading activities, and (iv) communications and portfolio management
software expenses related to the increase in the number of wrap fee accounts.

     The increase in amortization of intangibles expense from $4.99 million to
$7.36 million for the respective nine month periods ended September 30 is
primarily attributable to the fact that the amortization expense in 2000 did not
reflect the period from January 1, 2000 through April 18, 2000, since the
amortization attributable to this period was included in the cumulative effect
of change in accounting principle that was recorded on April 18, 2000.

     BKF entered into a lease amendment dated September 28, 2001 whereby it
acquired 16,022 square feet in its current location on a floor contiguous with
the floor on which its investment and trading operations are currently
conducted. This lease amendment will result in an additional annual expense of
approximately $1.1 million commencing in the fourth quarter of 2001. BKF is
seeking to sublease or relinquish the 20,231 square feet it acquired by means of
the lease amendment entered into in the second quarter; the space it is seeking
to sublease or relinquish carries an annual expense of $1.3 million. This space
is in the same building as, but not contiguous with, the current operations and
has not yet been occupied.

  Operating Income

     Operating income for the first nine months of 2001 declined 40.1% from
$7.05 million in the first nine months of 2000 to $4.22 million, reflecting the
increase in expenses, which exceeded the increase in revenues. Excluding the
amortization of intangibles expense, operating income was $11.58 million for the
first nine months of 2001, down from $12.04 million in the year earlier period.

  Gain (Loss) on Investments

     In the first nine months of 2001, BKF had a net realized and unrealized
gain on investments of $1.14 million, derived primarily from (i) payments
received by BKF in connection with settlements of class action lawsuits relating
to securities held by BKF at such time as it was an investment company and (ii)
the BKF portfolios established in the fourth quarter of 2000 to seed Levco's
small cap, small/mid cap and financial services long only products. The small
cap portfolio was liquidated on August 15, 2001 following the departure of the
portfolio manager managing the product. In the first quarter of 2000, BKF
realized a non-cash loss of $223,000 through the permanent write down of a
historical private placement position that had been part of BKF's portfolio when
it was an investment company. This net loss was comprised of a write down of the
position from $1,000,000 to $599,000, and the accrual of $178,000 in interest
with respect to the investment that was reflected in the interest income for the
first quarter of 2000. Net realized and unrealized loss on investments for the
2000 period also included $21,000 received as part of a class action settlement
relating to a position held in BKF's portfolio when it was an investment
company.

                                        14
<PAGE>

  Interest and Dividend Income

     Interest and dividend income increased by 6.9%, from $944,000 in the first
nine months of 2000 to $1.01 million in the first nine months of 2001, as
increased cash levels generated by operations were partly offset by declining
interest rates.

  Income Taxes

     The provision for income taxes decreased by 11.4% from $5.64 million in the
first nine months of 2000 to $5.00 million in the first nine months of 2001. An
effective tax rate of 47% of income before taxes (as determined without a
deduction for the amortization of intangibles) was used to make the
determination with respect to the provision for taxes at September 30, 2001 and
2000. The decrease in the provision for income taxes is due to the overaccrual
for certain state taxes made during prior years. The reversal of the accrual and
related claim for overpayment to various states in prior years was recorded in
the third quarter of 2001 when BKF's 2000 and prior years' amended state tax
returns were filed.

LIQUIDITY AND CAPITAL RESOURCES

     BKF's current assets as of September 30, 2001 consist primarily of cash,
short term investments and advisory fees receivable.

     BKF has historically met its cash and liquidity needs through cash
generated by operating activities. At September 30, 2001, BKF had cash and cash
equivalents of $38.98 million, compared to $22.27 million at December 31, 2000.
This increase in cash and cash equivalents reflects the collection of
receivables and the annual withdrawal of general partner incentive allocations
from the investment partnerships managed by Levco, which were partially offset
by the payment of cash bonuses in 2001 that were accrued in 2000. BKF also
received (i) $379,000 in cash (net of taxes withheld) as the result of the
exercise of employee stock options and the delivery of stock underlying
restricted stock units and (ii) a tax refund of $2.20 million relating to the
carryback of a capital loss derived from a private placement investment made by
BKF when it was a registered investment company. The decrease in investment
advisory fees receivable from $27.84 million at December 31, 2000 to $25.06
million at September 30, 2001 primarily reflects the receipt of incentive fees
earned in 2000. The increase in investments in affiliated investment
partnerships to $14.60 million at September 30, 2001 from $11.86 million at
December 31, 2000 reflects the accrual of incentive allocations for the nine
month period ended September 30, 2001 and the investment by BKF of $6.0 million
to support limited partnerships being developed by Levco. These amounts were
partially offset by the withdrawal of general partner incentive allocations from
the partnerships earned with respect to 2000.

     The 10.4% decrease in investments in securities from $2.62 million to $2.35
million primarily reflects (i) the liquidation of the small cap portfolio on
August 15, 2001, following the departure of the portfolio manager managing the
product and (ii) the net depreciation on investments made to seed Levco's
small/mid cap and financial services long only equity products. These amounts
were partially offset by an investment of $500,000 in a non-US based private
investment vehicle being developed by Levco.

     Accrued expenses increased by 12.8% to $3.82 million at September 30, 2001
from $3.39 million at December 31, 2000, principally as the result of the
increase in referral fees owed to third parties, which was partially offset by
the payment of third party marketing fees accrued in 2000 that were contingent
on the receipt of incentive fees and general partner incentive allocations. The
increase in accrued bonuses from $28.06 million at December 31, 2000 to $32.55
million at September 30, 2001 reflects the accrual for 2001 bonuses, which was
partially offset by the payment of 2000 bonuses. The change from an income taxes
payable of $377,000 at December 31, 2000 to prepaid income taxes of $462,000 at
September 30, 2001 reflects (i) the timing of tax payments, (ii) the income tax
benefit derived from the exercise of employee stock options and (iii) the
overpayment of estimated 2000 state and local taxes (as actual state and local
tax allocations were lower than estimated).

     Other liabilities declined 5.5% from $974,000 at December 31, 2000 to
$920,000 at September 30, 2001. At September 30, 2001, such liabilities included
(i) amounts due for a duplicate payment made with regard to

                                        15
<PAGE>

a class action settlement, (ii) payments made on a loan used to finance BKF's
errors and omissions/directors and officers insurance coverage, and (iii)
amounts due with regard to pending trades in the seed capital portfolios.

     Based upon BKF's current level of operations and anticipated growth, BKF
expects that cash flows from operating activities will be sufficient to finance
its working capital needs for the foreseeable future. BKF has no material
commitments for capital expenditures.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     Since BKF's revenues are largely driven by the market value of Levco's
assets under management, these revenues are exposed to fluctuations in the
equity markets. Management fees for most accounts are determined based on the
market value of the account on the last day of the quarter, so any significant
increases or decreases in market value occurring on or shortly before the last
day of a quarter may materially impact revenues. Furthermore, since Levco
manages most of its assets in a large cap value style, a general decline in the
performance of value stocks could have an adverse impact on Levco's revenues.
Similarly, a lack of opportunity to implement, or a failure to successfully
implement, Levco's event-driven strategy, could reduce performance based
incentive fees and allocations and thereby negatively impact BKF's revenues.
Because BKF is primarily in the asset management business and manages equity
portfolios, changes in interest rates, foreign currency exchange rates,
commodity prices or other market rates or prices impact BKF only to the extent
they are reflected in the equity markets.

                          PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 5.  OTHER INFORMATION

     This Quarterly Report on Form 10-Q contains certain statements that are not
historical facts, including, most importantly, information concerning possible
or assumed future results of operations of BKF and statements preceded by,
followed by or that include the words "may," "believes," "expects,"
"anticipates," or the negation thereof, or similar expressions, which constitute
"forward-looking statements" within the meaning of the Reform Act. For those
statements, BKF claims the protection of the safe harbor for forward-looking
statements contained in the Reform Act. These forward-looking statements are
based on BKF's current expectations and are susceptible to a number of risks,
uncertainties and other factors, and BKF's actual results, performance and
achievements may differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include the following: retention and ability of qualified personnel; the
performance of the securities markets and of value stocks in particular; the
investment performance of client accounts; the retention of significant client
and/or distribution relationships; competition; the existence or absence of
adverse publicity; changes in business strategy; quality of management;
availability, terms and deployment of capital; business abilities and judgment
of personnel; labor and employee benefit costs; changes in, or failure to comply
with, government regulations; the costs and
                                        16
<PAGE>

other effects of legal and administrative proceedings; and other risks and
uncertainties referred to in this document and in BKF's other current and
periodic filings with the Securities and Exchange Commission, all of which are
difficult or impossible to predict accurately and many of which are beyond BKF's
control. BKF will not undertake and specifically declines any obligation to
publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events. In addition, it is BKF's policy generally not to make any specific
projections as to future earnings, and BKF does not endorse any projections
regarding future performance that may be made by third parties.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

<Table>
<Caption>
EXHIBIT NO.                           DESCRIPTION
-----------                           -----------
<C>           <S>
  3(ii)       Amended By-laws
   10.2       Sixth Amendment to Lease dated September 28, 2001
</Table>

     (b) Reports on Form 8-K

     None.

                                        17
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          BKF CAPITAL GROUP, INC.

                                          By:       /s/ JOHN A. LEVIN
                                            ------------------------------------
                                                       John A. Levin
                                             Chairman, Chief Executive Officer
                                                       and President

                                          By:      /s/ GLENN A. AIGEN
                                            ------------------------------------
                                                       Glenn A. Aigen
                                                 Senior Vice President and
                                                  Chief Financial Officer

Date: November 14, 2001

                                        18

