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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT NOVEMBER 15, 1995
(DATE OF EARLIEST EVENT REPORTED) -----------------
BUFFTON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COMMISSION FILE NUMBER 1-9822
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DELAWARE 75-1732794
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STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION)
226 BAILEY AVENUE
SUITE 101
FORT WORTH, TEXAS 76107
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (817) 332-4761
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ITEM 2. OTHER EVENTS
On June 23, 1988, the Board of Directors of Buffton Corporation, a
Delaware corporation (the "Company") declared a dividend distribution of one
Right (a "Right") for each outstanding share of the Company's common stock, $.05
par value ("Common Stock") to stockholders of record on July 3, 1988. Each
share of Common Stock of the Company issued after July 3, 1988, was also issued
with a Right. On November 15, 1995, the Company amended certain provisions of
the Rights.
Each Right entitles the registered holder to purchase from the Company
a unit consisting of one one-hundredth of a share (a "Unit") of Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Preferred Stock"),
at a Purchase Price of $28.50 per Unit, subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement, as amended (the
"Rights Agreement"), between the Company and Continental Stock Transfer & Trust
Company, as Rights Agent. A copy of the original Rights Agreement was
previously filed with the Securities and Exchange Commission as Exhibit 1 to the
Company's form 8-K dated June 23, 1988 ( Commission file number 1-9822), and is
incorporated herein by reference. The Rights Amendment Agreement dated November
15, 1995, is attached hereto as Exhibit 4.2 and is incorporated herein by
reference.
The Rights are currently attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificate have
been distributed. The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the "Stock
Acquisition Date"), or (ii) 10 days following commencement of a tender offer or
exchange offer that would result in a person or group beneficially owning 15% or
more of such outstanding shares of Common Stock. Until the Distribution Date,
(i) the Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates, (ii) new Common
Stock certificates issued after July 3, 1988 contain a notation incorporating
the Rights Agreement by reference and (iii) the surrender for transfer of any
certificates of Common Stock outstanding will also constitute the transfer of
the Rights associated with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on July 5, 1998, unless earlier redeemed by the
Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors and except in connection with shares of Common Stock
issued upon the exercise of employee stock options or the conversion of
convertible securities, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
Each share of Preferred Stock will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend of 100 times the dividend declared per share of Common
Stock. In the event of liquidation, the holders of the Preferred Stock
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will be entitled to a minimum preferential liquidation payment of $100 per share
but will be entitled to an aggregate payment (after certain payments to the
holders of Common Stock) of 100 times the payment made per share of Common
Stock. Each share of Preferred Stock will have 100 votes, voting together with
the Common Stock. In the event of any merger, consolidation or other transaction
in which Common Stock is exchanged, each share of Preferred Stock will be
entitled to receive 100 times the amount received per share of Common Stock. The
Preferred Stock may be redeemed at the option of the Company at any time, in
whole or in part, at a redemption price equal to 100 times the current per share
market price of the Common Stock.
Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
In the event that, (i) at any time following the Distribution Date,
(x) the Company is the surviving corporation in a merger with an Acquiring
Person and its Common Stock is not changed or exchanged, (y) an Acquiring Person
engages in one or more "self-dealing" transactions as set forth in the Rights
Agreement or (z) during such time as there is an Acquiring Person, an event
occurs which results in such Acquiring Person's ownership interest being
increased by more than 1% (e.g., a reverse stock split) or (ii) a Person becomes
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the beneficial owner of more than 15% of the then outstanding shares of Common
Stock except pursuant to an offer for all outstanding shares of Common Stock
which the independent directors determine to be fair to, and otherwise in the
best interests of, stockholders, each holder of a Right will thereafter have the
right to receive, upon exercise, Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal to two
times the exercise price of the Right. Notwithstanding any of the foregoing,
following the occurrence of any of the events set forth in this paragraph, all
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void. However, Rights are not exercisable following the occurrence of any of
the events set forth above until such time as the Rights are no longer
redeemable by the Company as set forth below.
For example, at an exercise price of $28.50 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase $57
worth of Common Stock (or other Consideration, as noted above) for $28.50.
Assuming that the Common Stock had a per share value of $2.00 at such time, the
holder of each valid Right would be entitled to purchase approximately 28 1/2
shares of Common Stock for $28.50.
In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation or its Common
Stock is changed or exchanged (other than a merger which follows an offer
described in clause (iii) of the second preceding paragraph), or (ii) 50% or
more of the Company's assets or earning power is sold or transferred, each
holder of a Right (except Rights which previously have been voided as set forth
above) shall thereafter have the right to receive, upon exercise, common stock
of the acquiring company having a value equal to two times the exercise price of
the Right. The
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events set forth in this paragraph and in the second preceding paragraph are
referred to as the "Triggering Events."
The Purchase Price payable, and the number of units of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities at
less than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment
in cash will be made based on the market price of the Preferred Stock on the
last trading date prior to the date of exercise.
At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right (payable in cash or stock). Under certain circumstances set forth in the
Rights Agreement, the decision to redeem the Rights will require the concurrence
of a majority of the Continuing Directors. After the redemption period has
expired, the Company's right of redemption may be reinstated if an Acquiring
Person reduces his beneficial ownership to 10% or less of the outstanding shares
of Common Stock in a transaction or series of transactions not involving the
Company. Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.01 redemption price.
The term "Continuing Directors" means any member of the Board of
Directors of the Company who, with reference to an Acquiring Person (or certain
related parties), was a member of the Board prior to the time such person became
an Acquiring Person (or related party), and any person who is subsequently
elected to the Board if such person is recommended or approved by a majority of
the Continuing Directors, but shall not include an Acquiring Person, or an
affiliate or associate of an Acquiring Person, or any representative of the
foregoing entities.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
Other than those provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board (in certain circumstances, with the concurrence of the Continuing
Directors) in
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order to cure any ambiguity, to make changes which do not adversely affect the
interests of holders of Rights (excluding the interests of any Acquiring
Person), or to shorten or lengthen any time period under the Rights Agreement;
provided, however, that no amendment to adjust the time period governing
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redemption shall be made at such time as the Rights are not redeemable.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement. A press
release relating to the Rights, dated November 15, 1995, is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. EXHIBITS AND FINANCIAL STATEMENTS
4.1 Rights Agreement dated June 23, 1988, between Buffton Corporation and
Texas American Bank/Fort Worth, N.A. (incorporated by reference from
the Company's 8-K filed on June 23, 1988, commission file number 1-
9822).
4.2 Rights Amendment Agreement dated November 15, 1995, between Buffton
Corporation and Continental Stock Transfer & Trust Company.
99.1 Press Release of the Company dated November 15, 1995.
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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 hereunto duly authorized.
BUFFTON CORPORATION
Dated: November 15, 1995 /s/ ROBERT KORMAN
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ROBERT KORMAN
SECRETARY
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<PAGE>
BUFFTON CORPORATION
EXHIBIT INDEX
4.1 Rights Agreement dated June 23, 1988, between Buffton Corporation and
Texas American Bank/Fort Worth, N.A. (incorporated by reference from the
Company's Form 8-K dated June 23, 1988, Commission number 1-9822).
* 4.2 Rights Amendment Agreement dated November 15, 1995, between Buffton
Corporation and Continental Stock Transfer & Trust Company.
* 99.1 Press Release of the Company dated November 15, 1995.
__________
*Filed herewith.
<PAGE>
EXHIBIT 4.2
RIGHTS AGREEMENT AMENDMENT
THIS RIGHTS AGREEMENT AMENDMENT, dated as of November 15, 1995 (this
"Amendment"), between Buffton Corporation, a Delaware corporation (the
"Company"), and Continental Stock Transfer & Trust Company (the "Rights Agent"),
amends the Rights Agreement dated as of June 23, 1988 (the "Agreement"), between
the Company and the Rights Agent.;
WHEREAS, the Company and the Rights Agent have heretofore entered into
the Agreement;
WHEREAS, on June 23, 1988, the Board of Directors of the Company
authorized and declared a dividend distribution of one Right (as defined in the
Agreement) for each share of Common Stock (as defined in the Agreement) of the
Company outstanding on July 3, 1988;
WHEREAS, pursuant to Section 26 of the Agreement, prior to the
Distribution Date (as defined in the Agreement), the Company may and the Rights
Agent shall, if the Company so directs, supplement or amend any provision of the
Agreement without the approval of the holders of certificates representing
shares of Common Stock;
WHEREAS, the Distribution Date has not yet occurred as of the date
hereof; and
WHEREAS, the Board of Directors of the Company, has determined that
certain terms of the Agreement should be amended and that it is in the interest
of the Company to amend such terms;
NOW, THEREFORE, the Company and the Rights Agent hereby agree as
follows:
SECTION 1. Section 1(a) of the Agreement is hereby amended in its
entirety to read as follows:
(a) "Acquiring Person" shall mean any Person who or which, together
with all Affiliates and Associates of such Person, shall be the Beneficial
Owner of 15% or more of the shares of Common Stock then outstanding, but shall
not include the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or of any Subsidiary of the Company, or any Person
organized, appointed or established by the Company or pursuant to the terms of
any such plan."
<PAGE>
SECTION 2. Section 3(a) of the Agreement is hereby amended to replace
the reference therein to "30% or more of the shares of Common Stock" to "15% or
more of the shares of Common Stock".
SECTION 3. Section 3(c) of the Agreement is hereby amended to change
the legend contained therein to read in its entirety as follows:
"This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in the Rights Agreement between Buffton
Corporation (the "Company") and Continental Stock Transfer & Trust Company
(the "Rights Agent") dated as of June 23, 1988, as amended by the Rights
Agreement Amendment dated as of November 15, 1995 (the "Rights Agreement"),
the terms of which are hereby incorporated herein by reference and a copy
of which is on file at the principal offices of the Company. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. The Company will mail to the holder of this certificate a
copy of the Rights Agreement, as in effect on the date of mailing, without
charge promptly after receipt of a written request therefor. Under certain
circumstances set forth in the Rights Agreement, Rights issued to, or held
by, any Person who is, was or becomes an Acquiring Person or any Affiliate
or Associate thereof (as such terms are defined in the Rights Agreement),
whether currently held by or on behalf of such Person or by any subsequent
holder, may become null and void."
SECTION 4. Section 11(a)(ii)(B) of the Agreement is hereby amended in
its entirety to read as follows:
"(B) any Person (other than the Company, any Subsidiary of the
Company, an employee benefit plan of the Company or of any Subsidiary of
the Company, or any Person organized, appointed or established by the
Company for or pursuant to the terms of any such plan), alone or together
with its Affiliates and Associates, shall, at any time after the date of
this Agreement, becomes the Beneficial Owner of 15% or more of the shares
of Common Stock then outstanding, unless the event causing the 15%
threshold to be crossed is an acquisition of shares of Common Stock
pursuant to a tender offer or an exchange offer for all outstanding shares
of Common Stock at a price and on terms determined by at least a majority
of the members of the Board of Directors who are not nominees,
representatives, Affiliates or Associates of the Person making such an
offer, after receiving advice from one or more investment banking firms, to
be (a) at a price that is fair to stockholders (taking into account all
factors which such members of the Board deem relevant including, without
limitation, prices which could reasonably be achieved if the Company or its
assets were sold on an orderly basis designed to realize maximum value) and
(b) otherwise in the best interests of the Company and its stockholders,
or"
<PAGE>
SECTION 5. The last paragraph in Section 11(a)(ii) of the Agreement is
hereby amended to replace clause (x) therein in its entirety to read as follows:
"(x) multiplying the then current Purchase Price by the then number of one
one-hundredths of a share of Preferred Stock for which a Right would
represent the right to purchase upon the exercise thereof immediately prior
to the occurrence of a Section 11(a)(ii) Event, and".
SECTION 6. The form of Rights Certificate set forth in Exhibit B to
the Agreement is hereby amended in its entirety to read as set forth in Exhibit
A hereto.
SECTION 7. Except as expressly provided in Sections 1 and 2 hereof,
all of the terms, conditions and obligations contained in the Agreement shall
apply to this Rights Agreement Amendment.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Rights Amendment
Agreement as of the date first written above.
BUFFTON CORPORATION
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
<PAGE>
EXHIBIT A Exhibit B
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Form of Rights Certificate
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Certificate No. R- ____________Rights
NOT EXERCISABLE AFTER JULY 5, 1998 OR EARLIER IF REDEEMED BY THE COMPANY. THE
RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER
RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS
DEFINED IN THE RIGHTS AGREEMENT AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY
BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR
WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN
AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS
REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN
SECTION 7(e) OF SUCH AGREEMENT.]/*/
Rights Certificate
BUFFTON CORPORATION
This certifies that _____________________________________________, or
registered assigns, is the registered owner of the number of Rights set forth
above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Rights Agreement, dated as of June 23, 1988, as
amended (the "Rights Agreement"), between Buffton Corporation, a Delaware
corporation (the "Company"), and Continental Stock Transfer & Trust Company (the
"Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M.
(Fort Worth, Texas time) on July 5, 1998 at the office or offices of the Rights
Agent designated for such purpose, or its successors as Rights Agent, one one-
hundredth of a fully paid, non-assessable share of Series A Junior Participating
Preferred Stock, par value $.01 per share (the "Preferred Stock"), of the
Company, at a purchase price of $28.50 per one one-hundredth of a share (the
"Purchase Price"), upon presentation and surrender of this Rights Certificate
with the Form of Election to Purchase and related Certificate duly executed.
The number of Rights evidenced by this Rights Certificate (and the number of
shares which may be purchased upon exercise thereof) set forth above, and the
Purchase Price per share set forth above, are the number and Purchase Price as
of July 3, 1998, based on the Preferred Stock as constituted at such date.
Upon the occurrence of a Section 11(a)(ii) Event (as such term is
defined in the Rights Agreement), if the Rights evidenced by this Rights
Certificate are beneficially owned by (i) an
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/*/The portion of the legend in brackets shall be inserted only if applicable
and shall replace the preceding sentence.
<PAGE>
Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as
such terms are defined in the Rights Agreement), (ii) a transferee of any such
Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances
specified in the Rights Agreement, as transferee of a person who, after such
transfer, became an Acquiring Person, or an Affiliate or Associate of an
Acquiring Person, such Rights shall become null and void and no holder hereof
shall have any right with respect to such Rights from and after the occurrence
of such Section 11(a)(ii) Event.
As provided in the Rights Agreement, the Purchase Price and the number
and kind of shares of Preferred Stock or other securities, which may be
purchased upon the exercise of the Rights evidenced by this Rights Certificate
are subject to modification and adjustment upon the happening of certain events,
including Triggering Events.
This Rights Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Rights Certificates, which
limitations of rights include the temporary suspension of the exercisability of
such Rights under the specific circumstances set forth in the Rights Agreement.
Copies of the Rights Agreement are on file at the above-mentioned office of the
Rights Agent and are also available upon written request to the Rights Agent.
This Rights Certificate, with or without other Rights Certificates,
upon surrender at the principal office or offices of the Rights Agent designated
for such purpose, may be exchanged for another Rights Certificate or Rights
Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like aggregate number of one one-hundredths of a share of Preferred
Stock as the Rights evidenced by the Rights Certificate or Rights Certificates
surrendered shall have entitled such holder to purchase. If this Rights
Certificate shall be exercised in part, the holder shall be entitled to received
upon surrender hereof another Rights Certificate or Rights Certificates for the
number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the Rights
evidenced by this certificate may be redeemed by the Company at its option at a
redemption price of $.01 per Right (subject to adjustment) at any time prior to
the earlier of the close of business on (i) the tenth day following the Stock
Acquisition Date (as such time period may be extended pursuant to the Rights
Agreement), and (ii) the Final Expiration Date. Under certain circumstances set
forth in the Rights Agreement, the decision to redeem the Rights shall require
the concurrence of a majority of the Continuing Directors. After the expiration
of the redemption period, the Company's right of redemption may be reinstated if
an Acquiring Person reduces his beneficial ownership to 10% or less of the
outstanding shares of Common Stock in a transaction or series of transactions
not involving the Company.
No fractional shares of Preferred Stock will be issued upon the
exercise of any Right or Rights evidenced hereby (other than fractions which are
integral multiples of one one-hundredth of a share of Preferred Stock, which
may, at the election of the Company, be evidenced by depositary receipts), but
in lieu thereof a cash payment will be made, as provided in the Rights
Agreement.
<PAGE>
No holder of this Rights Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of shares of Preferred
Stock or of any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or, to
receive notice of meeting or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this Rights
Certificate shall have been exercised as provided in the Rights Agreement.
This Rights Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal.
Dated as of _______________, 19__.
ATTEST: BUFFTON CORPORATION
_________________________________ By______________________________________
Secretary Title:
Countersigned:
_________________________________
By_______________________________
Authorized Signature
<PAGE>
EXHIBIT 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE:
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BUFFTON CORPORATION ANNOUNCES
AMENDMENTS TO RIGHTS PLAN
FORT WORTH, TEXAS, November 15, 1995. -- Robert H. McLean, Chairman of the
Board and President of Buffton Corporation (ASE-"BFX") announced today that the
Board of Directors of Buffton Corporation has approved certain amendments to the
Company's shareholder rights plan. The amendments were approved in order to
offer additional protection to stockholders from attempts to acquire control of
Buffton at an inadequate price and to provide the Board of Directors with needed
flexibility in responding to abusive takeover tactics.
Under the amended plan, among other things, all rights holders, except the
acquiror, will have the right to purchase Buffton common stock at a discounted
price in the event that an acquiror purchases securities representing 15% or
more of the voting power of Buffton, unless the 15% position is acquired as the
result of a tender offer that is fair to all stockholders and approved by a
majority of Buffton's independent directors.
In addition, in the event that a person acquires 15% percent or more of
Buffton's voting power and the Company is involved in a merger or other business
combination transaction with such person in which its common shares are changed
or converted, or the Company sells assets to such person having a fair market
value greater than $5 million, all right holders, except the acquiror, will have
the right to purchase the common stock of such other person at a discounted
price.
Mr. McLean stated, "The amendments are intended to enhance the ability of all
Buffton stockholders to realize the long-term value of their investment in the
Company. The program is not aimed at preventing a takeover, but to encourage
any buyer to negotiate appropriately with the Board prior to attempting a
takeover. The amendments should provide additional flexibility to our Board of
Directors in responding to the negative effects of abusive share-accumulation
tactics and tender offers that do not offer an adequate price to all
stockholders."
The amendments are described in more detail in a letter that is being mailed to
all Buffton stockholders.
Buffton Corporation is a diversified group of companies with shares traded on
the American Stock Exchange.
For More Information, Contact:
Robert Korman, Vice President & Chief Financial Officer
226 Bailey Avenue, Suite 101
Fort Worth, Texas 76107
(817) 332-4761
