<PAGE>
As filed with the Securities and Exchange Commission on May 25, 1995
Registration No. _________________
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------
FORM S-3
Registration Statement under the Securities Act of 1933
--------------------------------------
BUFFTON CORPORATION
(Exact name of Issuer as specified in its Charter)
Delaware 75-1732794
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Robert H. McLean
226 Bailey Avenue 226 Bailey Avenue
Suite 101 Suite 101
Fort Worth, Texas 76107 Fort Worth, Texas 76107
(Address of Principal (817) 332-4761
Executive Offices) (Name, address and telephone
number of Agent for Service)
With Copies to:
Carter L. Ferguson
McLean & Sanders
100 Main Street
Fort Worth, Texas 76102
-----------------------------------
Approximate Date of Commencement of Proposed Sale to the Public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]
Total number of Pages: 19. The Exhibit Index is located at Page II-6.
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price* Aggregate Registration
Registered Registered Per Share Offering Price* Fee*
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
Par Value
$.05 Per Share 307,356 $1.56 $479,475.36 $165.34
--------------------------------------------------------------------------------
</TABLE>
*Estimated solely for the purpose of determining the registration fee based upon
the closing price on the American Stock Exchange on May 12, 1995.
-----------------------------------------
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- 2 -
<PAGE>
SUBJECT TO COMPLETION, DATED MAY 18, 1995
Preliminary
Prospectus
BUFFTON CORPORATION
226 Bailey Avenue, Suite 101 Fort Worth, Texas 76107
Telephone: (817) 332-4761
--------------------------------------------
307,356 Shares
COMMON STOCK
Par Value $.05 Per Share
--------------------------------------------
This Prospectus relates to the offer of 307,356 shares of Common
Stock, par value $.05 per share ("Common Stock") of Buffton Corporation,
("Buffton"), a Delaware corporation. Buffton's Common Stock is listed on the
American Stock Exchange. All shares are being offered for sale from time to
time by the Selling Shareholders (see caption "Selling Shareholders") or by
pledgees, donees, transferees, or other successors of such other successors of
such Selling Shareholders, on such exchange or otherwise at market prices then
prevailing or at negotiated prices then obtainable. On May 12, 1995, the
closing price of Buffton's Common Stock on the American Stock Exchange was
reported to be $1.56.
--------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May 18, 1995.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, or portions thereof, filed by Buffton with
the Securities and Exchange Commission ("SEC") are hereby incorporated by
reference into this Prospectus:
1. Buffton's Annual Report on Form 10-K for the year ended September 30,
1994, filed with the SEC on December 22, 1994.
2. Form 8-K dated January 20, 1995, filed with the SEC on February 6,
1995.
3. Buffton's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1994, filed with the SEC on February 14, 1995.
4. Buffton's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995, filed with the SEC on May 12, 1995.
All documents filed by Buffton pursuant to Sections 13(a), 13(c), Section
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") after the date of this Prospectus and prior to the termination of this
offering shall be deemed to be incorporated by reference into this Prospectus
from the date of filing of such documents.
Buffton hereby undertakes to provide without charge to each person to whom
a prospectus is delivered, upon the written or oral request of such person, a
copy of any and all of the documents incorporated by reference in this
Registration Statement (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into the documents that the
Registration Statement incorporated). Written or oral requests for such copies
should be directed to Buffton Corporation, Corporate Secretary, 226 Bailey
Avenue, Suite 101, Fort Worth, Texas 76107, phone (817) 332-4761.
AVAILABLE INFORMATION
Buffton is subject to the informational requirements of the Exchange Act
and in accordance therewith files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission: at Room 1024, 450 Fifth Street, N.W., Washington,
D.C.; at Room 1228, 219 S. Dearborn Street, Chicago, Illinois; at Suite 500E,
5757 Wilshire Boulevard, Los Angeles, California; and at Room 1100, 26 Federal
Plaza, New York, New York; and copies of such material can be obtained from the
Public Reference Section of the Commission, Washington, D.C. 20549, at
prescribed rates. Such reports, proxy statements and other information can also
be inspected at the offices of Buffton.
Buffton's stock is listed on the American Stock Exchange. Reports, proxy
statements and other information concerning Buffton may be inspected at the
offices of the American Stock Exchange located at 86 Trinity Place, New York,
New York 10006.
<PAGE>
RISK FACTORS
1. Competition
-----------
Both industry segments of Buffton are in highly competitive markets.
2. Legal Proceedings
-----------------
During March 1992, the United States Environmental Protection Agency
(EPA), issued a Record of Decision (ROD) with respect to the Company's Superfund
Site in Vestal, New York. An Administrative Order for Remedial Design and
Remedial Action was issued in October 1, 1992. The ROD requires the Company to
construct a water treatment facility at the site and to pump contaminated ground
water from bedrock and overburden extraction wells for 15 to 30 years until
remediation goals are met. In December 1992, the Company's environmental
consultants prepared and submitted a Remedial Design Work Plan (RDWP) to the
EPA. During February 1994, the Company received comments from the EPA with
respect to the RDWP and the Company's environmental consultants submitted their
response. The EPA approved the RDWP in October 1994. On November 14, 1994,
engineering field work began in order to ascertain the engineering design of the
treatment plant. The capital costs of $300,000 to $400,000 to implement the
remedy selected are expected to be incurred over a two year period and include
engineering field work, design and construction of the treatment plant. These
costs will be capitalized when incurred because the treatment plant will prevent
further environmental contamination with respect to the contaminated ground
water being pumped from the extraction wells and improve the property compared
with its condition when acquired by the Company. The Company intends to comply
with the ROD and pump the contaminated ground water through the treatment plant
as required. Presently, LCP National Pipe is leasing the Company's Vestal, New
York facility where it manufactures PVC pipe. Under the terms of the lease, LCP
will operate and maintain the extraction wells on the site in a manner which
complies with environmental requirements. At such time as the treatment plant
is installed, the Company anticipates that operations and ongoing maintenance
will be performed by outside personnel and consultants. Operations and ongoing
maintenance costs consist of labor, sampling and laboratory testing, power
costs, filters, reports and general repair. The EPA included in the ROD an
annual estimate for operating and maintenance costs totaling $242,000. This
estimate covers remediation over a 15 year period and long-term monitoring over
a 30 year period. The Company's environmental consultants believe the EPA's
cost estimate fails to utilize existing on-site labor and computerized
monitoring systems. In addition, the extraction well pumps are presently being
operated by the existing tenant on the property and no incremental power will be
required for the treatment plant. As a result, the Company's environmental
consultants believe a more realistic annual cost estimate to operate and
maintain the facility to be $70,000 to $100,000 of which less than $15,000 per
year represents monitoring and sampling costs.
In an effort to create greater market value for the Vestal, New York
industrial real estate site, the Company intends to submit a plan to the EPA
which might expedite the completion of the remedial action required at the site.
Buffton is a party to various legal actions which are in the aggregate
immaterial, and due to the nature of Buffton's business, it could be a party in
other legal or administrative proceedings arising in the ordinary course of
business.
- 2 -
<PAGE>
3. Dividends Not Likely
--------------------
Buffton has not declared or paid dividends on Buffton Common Stock
since its inception. Further, Buffton cannot give any assurance that the
operations of Buffton will result in significant revenues to enable Buffton to
operate at a level of profitability allowing it to pay cash dividends on Buffton
Common Stock in the near future.
THE COMPANY
Buffton was incorporated as Buffton Oil & Gas, Inc. on December 17, 1980
and changed to its present name on February 14, 1983. Buffton is a diversified
holding company. Through its wholly-owned subsidiaries, Buffton operates in two
industries, namely electronic products and hospitality. Buffton's operating
segments are summarized below:
OPERATING SEGMENTS:
Electronic Products. Current Technology, located in Richardson, Texas,
-------------------
was acquired January 1, 1989. Current Technology designs, manufactures and
markets electronic filter/surge suppression products (TVSS), power supply/power
conversion products and custom power distribution systems. The TVSS products
are designed to reduce the adverse effects of electrical disturbances on
sensitive solid state electronics such as computer-based systems, point-of-sale
systems, medical imaging equipment (MRI/CAT), robotics, telecommunication
equipment, industrial control systems and other applications. These products
are sold nationally through well-defined channels of distribution, utilizing the
services of independent sales representatives with specific geographic
responsibility. Current Technology also relies upon the services of a select
group of international distributors in a limited number of foreign markets. The
primary markets served are the medical, factory automation, data
processing/office automation and telecommunication industries.
Hospitality. The Company owns and operates entertainment, food and
-----------
beverage facilities in New Orleans, Louisiana and Fort Worth, Texas. The New
Orleans operations consist of two entertainment facilities on Bourbon Street
with karaoke entertainment concepts. The Fort Worth operation (Lucile's) is an
American Bistro featuring a wide variety of menu items.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of Buffton consists of 30,000,000 shares
of Common Stock, $.05 par value per share, and 5,000,000 shares of Preferred
Stock, $.01 par value per share (the "Preferred Stock").
Common Stock
------------
At May 18, 1995 there were 5,585,378 shares of Common Stock outstanding.
Holders of shares of Common Stock are entitled to one vote per share on matters
to be voted upon by the stockholders, and, subject to the prior rights of the
holders of Preferred Stock, to receive dividends when and as declared by the
Board of Directors with funds legally available therefor and to share ratably in
the assets of Buffton legally available for distribution to the stockholders in
the event of liquidation or dissolution, after payment of all debts and other
liabilities. Holders of the Common Stock are not entitled to preemptive rights
and have no subscription, redemption or conversion privileges. The Common Stock
does not have cumulative voting rights, which means the holder or
- 3 -
<PAGE>
holders of more than half of the shares voting for the election of directors
can elect all the directors then being elected. All the outstanding shares of
Common Stock are fully paid and nonassessable. The rights, preferences and
privileges of holders of Common Stock are subject to the rights of the holders
of shares of any series of Preferred Stock which Buffton may issue in the
future. Each share of outstanding Common Stock has attached certain Rights to
purchase Preferred Stock upon the occurrence of certain events. See, "Preferred
---------
Stock." All outstanding Common Stock has been approved for listing on the
-----
American Stock Exchange.
Preferred Stock
---------------
There are no shares of Preferred Stock outstanding. Buffton has, however,
declared a dividend of one Preferred Share Purchase Right (the Right) on each
outstanding share of common stock. Under certain conditions, each Right may be
exercised to purchase one one-hundredth share of Series A Junior Participating
Preferred Stock at a purchase price of $28.50, subject to adjustment. The
Rights may only be exercised 10 days after public announcement that a third
party has acquired or obtained the right to acquire 20% or more of Buffton's
common stock or has commenced a tender offer to acquire more than 30% of
Buffton's common stock. The Rights, which do not have voting rights, expire on
July 5, 1998 and may be redeemed by Buffton at a price of $.01 per Right at any
time prior to their expiration. Rights or beneficial ownership of Rights
acquired by a person or group of affiliated persons acquiring 20% or more of
Buffton's outstanding common stock will be null and void. In the event that a
tender offer which would result in any person or group beneficially owning 30%
or more of Buffton's common stock or that Buffton is acquired in a merger or
other business combination transaction or 50% or more of its consolidated assets
or earning power is sold, provision shall be made so that each holder of a Right
shall have the right to receive, upon exercise thereof at the then current
exercise price, that number of shares of common stock of the surviving company,
which at the time of such transaction, would have a market value of two times
the exercise price of the Right.
The Board of Directors has the authority, without further stockholder
approval, to issue shares of Preferred Stock in one or more series and to
determine the dividend rights, any conversion rights or rights of exchange,
voting rights, rights and terms of redemption (including sinking fund
provisions), liquidation preferences and any other rights, preferences,
privileges and restrictions of any series of Preferred Stock, and the number of
shares constituting such series and the designation thereof.
The issuance of Preferred Stock may have the effect of delaying, deferring
or preventing a change in control of Buffton, making removal of the present
management of Buffton more difficult or resulting in restrictions upon the
payment of dividends and other distributions to the holders of Common Stock.
Business Combinations: Certain Charter and Bylaw Provisions
------------------------------------------------------------
Section 203 of the Delaware General Corporation Law (the "Delaware Law")
prohibits a publicly-held Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless upon consummation of such transaction the interested
stockholder owned 85% of the voting stock of the corporation outstanding at the
time the transaction commenced or unless the business combination is, or the
transaction in which such person became an interested stockholder was, approved
in a prescribed manner. A "business combination" includes mergers, asset
- 4 -
<PAGE>
sales and other transactions resulting in a financial benefit to the
stockholder. An "interested stockholder" is a person who, together with
affiliates and associates, owns (or, in the case of affiliates and associates of
the issuer, did own within the last three years) 15% or more of the
corporation's voting stock.
Buffton's Amended Certificates of Incorporation (the "Charter") and Bylaws
contain provisions limiting the right to call special stockholder meetings to
the Chairman of the Board, the President, or the Board of Directors; requiring
advance notice for submission of stockholder proposals or nominees to be voted
on at stockholder meetings; prohibiting the stockholders from removing Directors
from office except for cause upon the affirmative vote of 80% of the holders of
outstanding stock, reserving to the Directors the exclusive right to fill
vacancies on the Board; requiring the approval of the holders of at least 80% of
outstanding stock to a business combination with an owner of 15% or more of
Buffton's outstanding stock; and requiring a vote of stockholders owning 80% of
the outstanding shares to amend certain provisions of the Charter and Bylaws.
Buffton's Charter also provides for the Board of Directors to be divided into
three classes of directors serving staggered three-year terms. As a result,
approximately one-third of the Board of Directors will be elected each year.
These provisions may have the effect of delaying, deferring or preventing change
in control of Buffton.
Buffton has included in its Charter and Bylaws provisions to (i) eliminate
the personal liability of its directors for monetary damages resulting from
breaches of their fiduciary duty to the extent permitted by the Delaware Law and
(ii) indemnify its directors and officers to the fullest extent permitted by
Section 145 of the Delaware Law, including circumstances in which
indemnification is otherwise discretionary.
USE OF PROCEEDS
None of the proceeds of this offering will inure to the benefit of Buffton.
SELLING SHAREHOLDERS
The following table lists the name of each Selling Shareholder and the
total number of shares of Common Stock beneficially owned by each Shareholder,
the total number of shares of Common Stock offered for the accounts of such
person, and the percentage of Common Stock of Buffton to be owned by each
Selling Shareholder after completion of the offering. The table also discloses
relationship, if any, which each Selling Shareholder has with Buffton.
- 5 -
<PAGE>
<TABLE>
<CAPTION>
Number of Shares and
Total Shares Percentage of
Owned Prior Total Share Class After Relationship
Name to Offering Offered Offering with Buffton
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mike Ryan 34,022 34,022 0 None
Patty Barnett 40,000 40,000 0 None
Riverfront
Entertainment Inc. 40,000 40,000 0 None
Bruno V.
D'Agustino 20,000 20,000 0 Director
Billy Bob Barnett 13,334 13,334 0 (1)
Hampton Hodges 23,000 20,000 3,000* Director
H.T. Hunnewell 372,605(2) 20,000 352,605(2) Director
6.31%
John M. Edgar 20,040 20,000 40* Director
Russell J. Sarno 17,614 15,000 2,614* Director
Robert H. McLean 54,831(3) 50,000 4,831* Chairman of the
Board, President and
Chief Executive
Officer
Robert Korman 12,354(4) 10,000 2,354* Vice President,
Treasurer, Secretary
and Chief Financial
Officer
Walter D. Rogers 12,225(5) 10,000 2,225* Director, President and
CEO of Current
Technology, Inc.
J.M. Coffey, Jr. 15,000 15,000 0 None
--------------------------------
</TABLE>
* Less than 1%
- 6 -
<PAGE>
(1) Mr. Barnett is a Consultant to BFX-LA, Inc., a wholly-owned subsidiary of
Buffton, which is the holding company for the subsidiaries operating the
entertainment facilities in New Orleans acquired by Buffton from ECA. Mr.
Barnett is not an officer of Buffton.
(2) H.T. Hunnewell, a Director of the Company, is President, a director, and
owns 25% of the outstanding capital stock of Twin Montana, Inc. Twin
Montana, Inc. owns 352,605 shares of Buffton's common stock. Mr. Hunnewell
disclaims the beneficial ownership of these shares.
(3) This figure does not include 250,000 shares of the Company's common stock
issuable to Mr. McLean pursuant to non-qualified stock options which are
not exercisable until August 7, 1995. The figure includes 4,831 shares
which are owned by the Employee Stock Ownership Plan and are voted by Mr.
McLean pursuant to the plan.
(4) This figure does not include 100,000 shares of the Company's common stock
issuable to Mr. Korman pursuant to non-qualified stock options which are
not exercisable until August 7, 1995. The figure includes 2,354 shares
which are owned by the Employee Stock Ownership Plan and are voted by Mr.
Korman pursuant to the plan.
(5) This figure does not include 100,000 shares of the Company's common stock
issuable to Mr. Rogers pursuant to non-qualified stock options which are
not exercisable until August 7, 1995. The figure includes 2,125 shares
which are owned by the Employee Stock Ownership Plan and are voted by Mr.
Rogers pursuant to the plan.
PLAN OF DISTRIBUTION
The Selling Shareholders may elect to sell shares from time to time
subsequent to registration depending upon market conditions existing at such
times. The distribution of the shares by the Selling Shareholder may be
effected from time to time in one or more transactions (i) on the American Stock
Exchange, (ii) in private transactions otherwise than on the exchange, or (iii)
in a combination of any such transactions. Such transactions may be effected by
the Selling Shareholder at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at negotiated prices or at
fixed prices. The Selling Shareholder may effect such transactions by selling
shares to or through broker-dealers, and such broker-dealers will receive
compensation in the form of discounts or commissions from the Selling
Shareholder and may receive commissions from the purchasers of shares for whom
they may act as agent (which discounts or commissions from the Selling
Shareholder or such purchasers will not exceed those customary in the types of
transactions involved).
LEGAL OPINIONS
The validity of the shares offered hereby has been passed upon for Buffton
by McLean & Sanders, a Professional Corporation, 100 Main Street, Fort Worth,
Texas 76102-3090.
EXPERTS
The consolidated financial statements of Buffton incorporated in this
prospectus by reference to the Annual Report on Form 10-K of Buffton for the
year ended September 30, 1994 have been so incorporated in reliance on the
report of Price Waterhouse, LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
- 7 -
<PAGE>
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Pursuant to Article IX of its Bylaws, Buffton shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit, or proceeding, whether civil, criminal,
administrative (other than an action by or in the right of the Corporation) by
reason of the fact that he is a director, officer, employee or agent of the
Corporation if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
In addition, Buffton will indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that a court of competent jurisdiction shall determine such person is
entitled to indemnity.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to director, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
- 8 -
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
------- -------------------------------------------
The following are the estimated expenses to be incurred by Buffton in
connection with the offering described in this Registration Statement.
<TABLE>
<CAPTION>
<S> <C>
Filing fee for Registration Statement $ 165.34
Legal and Accounting fees and expenses $10,000.00
Miscellaneous expenses $ 250.00
Total $10,415.34
</TABLE>
All of these estimated expenses will be borne by Buffton.
Item 15. Indemnification of Directors and Officers
------- -----------------------------------------
Pursuant to Article IX of its Bylaws, Buffton shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative (other than an action by or in the right of the
Corporation) by reason of the fact that he is a director, officer, employee or
agent of the Corporation if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
In addition, Buffton will indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the Corporation if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made in respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that a court of competent jurisdiction
shall determine such person is entitled to indemnity.
II-1
<PAGE>
Item 16. Exhibits
------- --------
The documents listed hereunder are filed as exhibits hereto.
Number Description Page Number
------ ----------- -----------
4.1* Certificate of Amendment to the Certificate of
Incorporation Creating Classified Board of Directors,
eliminating a Stockholder's right to call a special
meeting, and adopting a fair price supermajority pro-
vision dated February 21, 1989, Filed as Exhibit 4.4
to the Buffton Form S-3 filed with the Commission on
August 29, 1989, and incorporated by reference.
4.2* Bylaws of Buffton Corporation, Filed as Exhibit 4.5
to the Buffton Form S-3 filed with the Commission on
August 29, 1989, and incorporated by reference.
4.3* Rights Agreement, dated as of June 23, 1988, filed
as Exhibit 1 to the Buffton Form 8-K dated
June 30, 1988.
5 Opinion of Counsel as to legality II-7
23.1 Consent of Independent Accountants II-8
23.2 Consent of Counsel, included in Exhibit 5 filed II-7
herewith
-------------------------------
* Incorporated by reference
II-2
<PAGE>
Item 17. Undertakings
------- ------------
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
-----------------
not apply if the Registration Statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
(c) Acceleration of Effectiveness.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
POWER OF ATTORNEY
Each person whose signature appears in the following section headed
"Signatures" authorizes Robert H. McLean with full power to act alone to file
one or more amendments (including Post-Effective Amendments) to this
Registration Statement which amendments may make such changes in this
Registration Statement as he deems appropriate and each person appoints Robert
H. McLean as attorney-in-fact, with full power to act alone to execute in the
name of and on behalf of each such person, individually and in any capacity
stated below, all amendments to this Registration Statement, whenever filed.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
--------------
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Worth, and the State of Texas, on this 18th
day of May, 1995.
BUFFTON CORPORATION
/s/ Robert H. McLean
-------------------------------------
Robert H. McLean
Chairman of the Board,
President and Chief Executive Officer
II-4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Robert H. McLean Director, Chairman of May 18, 1995
---------------------------- the Board, President
Robert H. McLean and Chief Executive
Officer
/s/ Robert Korman Vice President, May 18, 1995
---------------------------- Chief Financial
Robert Korman Officer, Treasurer
and Secretary
/s/ Walter D. Rogers, Jr. Director, President May 18, 1995
---------------------------- and Chief Executive
Walter D. Rogers, Jr. Officer of Current
Technology, Inc.
/s/ Bruno V. D'Agostino Director May 19, 1995
----------------------------
Bruno V. D'Agostino
/s/ John M. Edgar Director May 19, 1995
----------------------------
John M. Edgar
/s/ H. Hampton Hodges Director May 19, 1995
----------------------------
H. Hampton Hodges
/s/ H.T. Hunnewell Director May 19, 1995
----------------------------
H.T. Hunnewell
/s/ Russell J. Sarno Director May 19, 1995
----------------------------
Russell J. Sarno
II-5
<PAGE>
EXHIBITS INDEX
--------------
The documents listed hereunder are filed as exhibits hereto.
Number Description Page Number
------ ----------- -----------
4.1* Certificate of Amendment to the Certificate of
Incorporation Creating Classified Board of Directors,
eliminating a Stockholder's right to call a special
meeting, and adopting a fair price supermajority pro-
vision dated February 21, 1989, Filed as Exhibit 4.4
to the Buffton Form S-3 filed with the Commission on
August 29, 1989, and incorporated by reference.
4.2* Bylaws of Buffton Corporation, Filed as Exhibit 4.5
to the Buffton Form S-3 filed with the Commission on
August 29, 1989, and incorporated by reference.
4.3* Rights Agreement, dated as of June 23, 1988, filed
as Exhibit 1 to the Buffton Form 8-K dated
June 30, 1988.
5 Opinion of Counsel as to legality II-7
23.1 Consent of Independent Accountants II-8
23.2 Consent of Counsel, included in Exhibit 5 filed II-7
herewith
-------------------------------
* Incorporated by reference
<PAGE>
EXHIBIT 5
MCLEAN & SANDERS
A PROFESSIONAL CORPORATION
ATTORNEYS
RONALD L. ADAMS RICHARD H. GATELEY
RANDY L. AGNEW THEODORE MACK
A. WILLIAM BRACKETT 100 MAIN STREET HUNTER T. McLEAN
HARRY M. BRANTS FORT WORTH, TEXAS 76102-3090 ELAINE SANDERS MORRIS
BRUCE S. CAMPBELL RUSSELL J. NORMENT
JOSEPH F. CLEVELAND, JR. (817) 338-1700 TOM B. RENFRO
EDGAR O. COBLE Metro 429-9181 RICHARD U. SIMON, JR.
JAMES A. CREEL COBY D. SMITH
JOE A. DRAGO Facsimile (817) 870-2265 JAMES M. WHITTON
HENRI J. DUSSAULT
LUTHER W. ELLIS JOHN G. HILL
CARTER L. FERGUSON FORREST MARKWARD
DANIEL A. FOSTER OF COUNSEL
May 18, 1995
Buffton Corporation
226 Bailey Avenue, Suite 101
Fort Worth, Texas 76107
RE: Form S-3 Registration Statement Covering 307,356 Shares of the
--------------------------------------------------------------
Common Stock of Buffton Corporation
-----------------------------------
Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-3 to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, with respect to the offering
by certain selling shareholders of shares of Buffton Corporation Common Stock,
par value $.05 per share ("Common Stock").
As counsel for Buffton Corporation, we are familiar with the
Certificate of Incorporation and Bylaws of the Company, as amended, and its
affairs. We have also examined, or caused to be examined, such other documents
and instruments and have made, or caused to be made, such further investigation
as deemed appropriate in connection with this opinion. We have assumed the
genuineness of all signatures, the correctness of copies and all statements of
fact contained in documents which are the basis of this opinion. Based upon the
foregoing, it is our opinion that the shares of Common Stock offered by the
Prospectus contained in the Registration Statement are legally issued, fully
paid, and non-assessable.
Accordingly, we hereby consent to the filing of this opinion as an
exhibit to the Registration Statement, and to the reference to our firm under
the caption "Legal Matters" in the Prospectus.
Very truly yours,
McLean & Sanders,
A Professional Corporation
By: /s/ Carter L. Ferguson
----------------------------------------------
Carter L. Ferguson, Director
CLF:dlb
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement of Form S-3 of our report dated
November 23, 1994 appearing on page F-2 of Buffton Corporation's Annual Report
on Form 10-K for the year ended September 30, 1994. We also consent to the
references to us under the headings "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Fort Worth, Texas
May 18, 1995
