<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
BUFFTON CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BUFFTON CORPORATION
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
BUFFTON CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MARCH 21, 1995
TO THE STOCKHOLDERS:
The Annual Meeting of the Stockholders of Buffton Corporation will be held in
the Camellia II Room of the Fort Worth Club, 12th Floor, 306 W. 7th Street,
Fort Worth, Texas, on March 21, 1995, at 10:00 o'clock a.m. (C.S.T.) for the
following purposes:
1. To elect three Directors to serve for a three-year term expiring in
1998, and
2. To transact such other business as may properly come before the Annual
Meeting or adjournment(s) thereof.
By resolution of the Board of Directors, only stockholders of record as of
the close of business on February 7, 1995 are entitled to notice of, and to
vote at, the Annual Meeting. The transfer books will not be closed. A copy of
the Annual Report for the fiscal year ended September 30, 1994 has been mailed
to all stockholders of the Company.
By Order of the Board of Directors,
Robert Korman
Secretary
Fort Worth, Texas
Dated February 10, 1995
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS MEETING, AND, IF YOU DO
NOT EXPECT TO ATTEND IN PERSON, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.
<PAGE>
BUFFTON CORPORATION
226 BAILEY AVENUE, SUITE 101
FORT WORTH, TEXAS 76107
(817) 332-4761
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MARCH 21, 1995
SOLICITATION AND REVOCABILITY OF PROXY
The accompanying Proxy, first mailed to stockholders on February 10, 1995, is
solicited by the Board of Directors of Buffton Corporation (the "Company") for
use at the Annual Meeting of Stockholders of the Company to be held in the
Camellia II Room of the Fort Worth Club, 12th Floor, 306 W. 7th Street, Fort
Worth, Texas, on March 21, 1995, or at any adjournment(s) thereof. Giving the
Proxy will not in any way affect the stockholder's right to attend the Annual
Meeting and to vote in person or his right to revoke the Proxy at any time
before it is exercised by requesting its return in writing to the Secretary of
the Company at the office of the Company prior to or at the Annual Meeting.
If the Proxy is revoked, the shares represented thereby will be voted at the
Annual Meeting. Discretionary authority is provided in the Proxy as to any
matters not specifically referred to therein. The management is not aware of
any other matters which are likely to be brought before the Annual Meeting.
However, if any such matters properly come before the Annual Meeting, it is
understood that the Proxy holder or holders are fully authorized to vote
thereon in accordance with his or their judgment and discretion. The costs of
solicitation of Proxies will be borne by the Company.
RECORD DATE AND VOTING SECURITIES
The Board of Directors of the Company has fixed the close of business on
February 7, 1995 as the record date for determination of stockholders entitled
to notice of and to vote at the Annual Meeting. As of the record date, there
were 5,458,022 shares of Common Stock of the Company issued and outstanding.
Each shareholder of Common Stock is entitled to one vote for each share held by
him. The Common Stock constitutes the only class of securities entitled to vote
at the Annual Meeting.
SECURITY OWNERSHIP
Ownership of Certain Beneficial Owners. The following table sets forth
information as of February 7, 1995, with regard to the persons known to
management of the Company to be beneficial owners of more than 5% of any class
of the Company's voting securities:
<TABLE>
<CAPTION>
PERCENT
TITLE OF NAME AND ADDRESS AMOUNT OF NATURE OF OF
CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) CLASS
-------- ------------------- ----------------------- -------
<S> <C> <C> <C>
Common Stock Twin Montana, Inc. (2) 372,605 shares owned of 6.83%
Post Office Box 720 record
Graham, Texas 76046
</TABLE>
- --------
(1) Shares are deemed to be "beneficially owned" by a person if such person,
directly or indirectly, has or shares (i) the voting power thereof,
including the power to vote or to direct the voting of such shares, or
<PAGE>
(ii) the investment power with respect thereto, including the power to
dispose or direct the disposition of such shares. In addition, a person is
deemed to beneficially own any shares as to which such person has the right
to acquire beneficial ownership within 60 days. The number of shares shown
represents sole voting and investment power except as otherwise indicated in
the footnotes below.
(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. Mr.
Hunnewell disclaims the beneficial ownership of these shares.
Twin Montana, Inc. has informed the Company that they will vote their shares
of the Company's Common Stock FOR the election of the nominees for Director set
forth in the table under "Election of Directors" on page 3 herein. Otherwise,
no written or oral agreement or other arrangement exists between any of the
above-named individuals or companies and the Company regarding the manner in
which the shares of the Company's Common Stock owned by each will be voted on
any issue or policy affecting the Company.
Ownership of Management. The table below reflects the shares of the Company's
Common Stock beneficially owned by the current Directors of the Company and
Executive Officers, as of February 7, 1995, and the number of shares
beneficially owned by all Directors and officers of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
TITLE OF OF BENEFICIAL PERCENT
CLASS NAME OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
-------- ------------------------ ----------------- --------
<C> <S> <C> <C>
Common Stock John M. Edgar................... 20,040 *
Common Stock Hampton Hodges.................. 23,000 *
Common Stock H. T. Hunnewell................. 372,605(2) 6.83%
Common Stock Robert H. McLean................ 54,831(3) 1.0 %
Common Stock Russell J. Sarno................ 17,614 *
Common Stock Bruno V. D'Agostino............. 20,000 *
Common Stock Robert Korman................... 12,354(4) *
Common Stock Walter D. Rogers, Jr............ 12,225(5) *
All current Directors and
Officers as a group (8 in
number)........................ 532,669(5) 9.76%
</TABLE>
- --------
* Less than 1%
(1) Shares are deemed to be "beneficially owned" by a person, if such person
directly or indirectly, has or shares (i) the voting power thereof,
including the power to vote or to direct the voting of such shares, or (ii)
the investment power with respect thereto, including the power to dispose
or direct the disposition of such shares. In addition, a person is deemed
to beneficially own any shares as to which such person has the right to
acquire beneficial ownership within 60 days. The number of shares shown
represents sole voting power except as otherwise indicated.
(2) See note 2 under "Security Ownership" on page 2 herein.
(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.
2
<PAGE>
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION AS DIRECTORS
The Company's Certificate of Incorporation provides that the Company's Board
of Directors shall be divided into three classes, as nearly equal in size as
possible, each of which is to serve for a term of three years.
The nominees for Director are Bruno D'Agostino, John M. Edgar, and Robert H.
McLean. The nominees have been nominated for re-election by the Board of
Directors to serve for a three-year term expiring in February of 1998. The
nominees are currently serving as Directors and have consented to serve for the
new term.
The following table reflects the name and age of the nominee, the position
and office with the Company currently held by the nominee, the period of
service as Director of the Company, and the term for which such nominee will
serve, if elected.
<TABLE>
<CAPTION>
POSITION HELD TERM TO
NOMINEE'S NAME AGE WITH THE COMPANY DIRECTOR SINCE EXPIRE
-------------- --- ---------------- -------------- -------
<C> <S> <C> <C> <C>
Bruno V. D'Agostino 52 Director December 1991 1998
John M. Edgar 51 Director September 1987 1998
Robert H. McLean 53 President, Chief Executive January 1981 1998
Officer and Chairman of the
Board of Directors
The following table reflects the name and age of each of the continuing
Directors whose terms are not expiring, including the name and age of each
continuing Director, the positions and offices with the Company currently held
by each continuing Director, the period of service as a Director of the Company,
and the year in which such continuing Directors' terms will expire.
<CAPTION>
POSITION HELD TERM TO
NOMINEE'S NAME AGE WITH THE COMPANY DIRECTOR SINCE EXPIRE
-------------- --- ---------------- -------------- -------
<C> <S> <C> <C> <C>
Hampton Hodges 57 Director December 1980 1997
Walter D. Rogers, Jr. 50 Director February 1995 1997
H.T. Hunnewell 68 Director January 1981 1996
Russell J. Sarno 59 Director May 1984 1996
</TABLE>
To be elected as Director, each nominee must receive the favorable vote of a
plurality of the shares represented and entitled to vote at the Annual Meeting.
The persons named in the enclosed form of Proxy, unless otherwise directed
therein, intend to vote such Proxy FOR the election of the nominee named herein
as Director of the Company. If any nominee becomes unavailable for any reason,
the persons named in the form of Proxy are expected to consult with management
of the Company in voting the shares represented by them. The management of the
Company has no reason to doubt the availability of the nominee to serve and no
reason to believe that the nominee will be unavailable or unwilling to serve if
elected to office. To the knowledge of management, the nominee intends to serve
the term for which election is sought. The Board of Directors recommends a vote
for the nominee.
Business Experience. The following is a brief summary of the business
experience of the nominee for election as Director and of each of the
continuing Directors for the past five years.
NOMINEES
BRUNO V. D'AGOSTINO served from 1978 to 1987 as Senior Vice President of
Benjamin Thompson & Associates, a firm specializing in marketplace
architecture. In August 1987, Bruno D'Agostino became a
3
<PAGE>
founding partner of D'Agostino Izzo Quirk Architects, and he continues to serve
in that capacity, directing urban design projects throughout the United States.
Mr. D'Agostino received a Masters degree in Architecture and Urban Design from
Harvard University in 1969.
JOHN M. EDGAR has been engaged in the private practice of law in Kansas City,
Missouri since 1968. Mr. Edgar is currently the managing partner of the Kansas
City office of the law firm of Bryan, Cave, McPheeters & McRoberts. Mr. Edgar
received a B.S. degree in Business Administration and Accounting from the
University of Kansas in 1965, and a J.D. degree, with honors, from the
University of Missouri at Kansas City in 1968.
ROBERT H. McLEAN co-founded the Company in 1980 and has served as the
Chairman of the Board, President and Chief Executive Officer of the Company
since February 1989. Mr. McLean received a B.B.A. in Business Administration
from the University of Texas at Austin in 1963 and an L.L.B. from the
University of Texas School of Law in 1966.
CONTINUING DIRECTORS
HAMPTON HODGES serves as President of Cottonwood Properties, a commercial
real estate company located in Fort Worth, Texas. Mr. Hodges received a
Bachelor of Science degree from the United States Military Academy at West
Point in 1961.
H. T. HUNNEWELL serves as President of Twin Montana, Inc., an oil and gas
exploration and development company located in Graham Texas, and as President
of Echo Production, Inc. Prior to October 1991, Mr. Hunnewell was Vice
President of Twin Montana, Inc. Mr. Hunnewell received a B.S. degree in
Petroleum Engineering and a B.S. degree in Geology from Texas A&M University in
1950.
RUSSELL J. SARNO has served as President of Flo Control, Inc., a California
Corporation and manufacturer of specialty fluid control devices located in
Burbank, California, since January 1, 1995. For ten years prior to January 1,
1995, Mr. Sarno served as President of a wholly-owned subsidiary of the Company
that owned the Flo Control, Inc. operations.
WALTER D. ROGERS, JR. has served as President of Current Technology, Inc.
since May 1992. Mr. Rogers served as Executive Vice President of Current
Technology from October 1990 to May 1992 and served as Vice President of the
Company between March 1988 and October 1990. Mr. Rogers received a B.S. degree
in Business Administration and Accounting from the University of Alaska in
1972.
Relationships. There is no family relationship between any of the Directors
of the Company.
Meetings and Committees. For the fiscal year 1994, the Board of Directors of
the Company met five times with all of the meetings being regularly scheduled.
All of the Directors serving on the Board during such period attended at least
75% of the meetings held during fiscal year 1994.
The Board of Directors does not have a standing Nominating Committee or a
standing Compensation Committee.
The Board of Directors has an Audit Committee presently composed of the
following Directors: Hampton Hodges, H.T. Hunnewell and John M. Edgar. In
fiscal year 1994, the Audit Committee met one time. The Audit Committee
generally assists the Board of Directors in fulfilling its responsibilities
relating to the Company's accounting policies, financial reporting practices,
and communication with the independent accountants. The members of the Audit
Committee are selected at the regularly scheduled meeting of the Board of
Directors immediately following each Annual Meeting of Stockholders.
4
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company, their respective ages, positions held,
and tenure with the Company are as follows:
<TABLE>
<CAPTION>
POSITION HELD OFFICER OF THE
NAME AGE WITHIN THE COMPANY COMPANY SINCE
---- --- ------------------ --------------
<S> <C> <C> <C>
Robert H. McLean 53 President, Chief Executive Officer and 1985
Chairman of the Board of Directors
Robert Korman 47 Vice President, Treasurer, Chief Financial 1982
Officer and Secretary
Walter D. Rogers, Jr. 50 Director, President of Current 1988
Technology, Inc.
</TABLE>
Business Experience of Executive Officers. Information concerning the
business experience of Messrs. McLean and Rogers is provided under "Election of
Directors" on page 5 herein.
ROBERT KORMAN, a Certified Public Accountant, has served as Vice President,
Treasurer, and Chief Financial Officer of the company since February 1989. Mr.
Korman served as the Treasurer of the Company from December 1982 to February
1989. Mr. Korman was elected as the Secretary of the Company February 1994.
Terms of Office; Relationship. The officers of the Company are elected
annually by the Board of Directors of the Company at the Annual Meeting of
Directors held immediately following each Annual Meeting of Stockholders, or as
soon thereafter as necessary and convenient in order to fill vacancies or newly
created offices. Each officer holds office until his successor is duly elected
and qualified or until his death, resignation or removal, if earlier. Any
officer or agent elected or appointed by the Board of Directors of the Company
may be removed by the Board of Directors whenever, in its judgment, the best
interests of the Company will be served thereby, but such removal shall be
without prejudice to the contractual rights, if any, of the person so removed.
There are no family relationships among the executive officers of the
Company. There are no arrangements or understandings between any officer and
any other person pursuant to which that officer was elected.
5
<PAGE>
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or accrued by the
Company and its subsidiaries for services rendered during the last three fiscal
years to (i) the Company's Chief Executive Officer, and (ii) each of the most
highly compensated executive officers of the Company whose cash compensation
exceeds $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------- ------------------- -------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
RESTRICTED
OTHER STOCK OPTIONS/ LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS ANNUAL AWARD(S) SARS PAYOUTS COMPENSATION
POSITION YEAR ($)(A) ($)(A) COMPENSATION ($) ($) (#) ($) ($)80
------------------ ---- ------- ------- ---------------- ---------- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert H. McLean 1994 250,000 225,000 -- -- -- -- 1,613(B)
Chief Executive Officer 1993 215,000 -- -- -- -- -- 1,688(B)
1992 215,000 -- -- -- -- -- 1,500(B)
Russell J. Sarno 1994 132,500 -- -- -- -- -- 938(B)
President of Flo 1993 125,000 -- -- -- -- -- 938(B)
Control, Inc. 1992 125,000 -- -- -- -- -- 937(B)
Robert Korman 1994 125,000 80,000 -- -- -- -- 368(B)
Chief Financial Officer 1993 122,200 21,000 -- -- -- -- 267(B)
1992 122,200 5,000 -- -- -- -- 356(B)
Walter D. Rogers, Jr. 1994 135,833 60,000 -- -- -- -- 964(B)
President of Current 1993 106,250 20,000 -- -- -- -- 865(B)
Technology, Inc. 1992 100,000 -- -- -- -- -- 812(B)
</TABLE>
- --------
(A) The amounts shown include cash and non-cash compensation earned and
received by executive officers as well as amounts earned but deferred at
the election of those officers.
(B) Contributions by the Company to it's 401(k) Profit Sharing Plan on behalf
of the named executive officers.
OPTIONS GRANTED
The Company did not grant stock options or stock appreciation rights (SARs)
to the Company's CEO or any of its most highly compensated executive officers
during the last fiscal year. See "Transactions With Management and Others" on
page 10 for description of non-qualified stock options granted under the
Company's Equity Participation Plan to Mr. McLean, Mr. Korman and Mr. Rogers
during the 1995 fiscal year.
OPTIONS EXERCISED AND YEAR-END VALUE TABLE
All options under grant expired without being exercised during the fiscal
year ended September 30, 1994.
LONG TERM INCENTIVE PLAN AWARDS
The Company did not make any awards to the Company's CEO or any of its most
highly compensated executive officers during the year ended September 30, 1994
under any Long Term Incentive Plan.
6
<PAGE>
BOARD OF DIRECTORS' REPORT ON COMPENSATION
The following is a report of the Board of Directors regarding actions taken
with respect to executive compensation during the fiscal year ended september
30, 1994. Please note that the Company does not intend for this information to
be incorporated by reference in any previous or subsequent SEC filing by the
Company.
The Board of Directors' Report on Compensation
for
Fiscal Year September 30, 1994
Compensation policies and annual compensation applicable to the Company's
executive officers are the responsibility of the Board of Directors and is set
each year during a regularly scheduled meeting. Executive officers of the
Company who are also members of the Board do not participate in the setting of
their own compensation.
In setting compensation, the Board of Directors takes into account salary
levels, performance bonus plans, stock incentive plans and other compensation
packages made available to executive officers of competing companies as well as
companies of a similar size and nature. In addition, the Board reviews the
individual performance of each executive officer and the overall performance of
the Company.
More specifically, with respect to the compensation paid to Mr. Robert H.
McLean, Chairman of the Board, President and Chief Executive Officer of the
Company, the Board of Directors took into account the Company's continued
return to profitability, the substantial reduction in Company debt over the
past five years achieved by Mr. McLean's successful disposition of Company
assets, the success Mr. McLean has experienced in extricating the Company from
serious and costly litigation and the significant progress being made through
Mr. McLean's efforts to obtain an expedited remedial solution at the Company's
Vestal, New York Superfund Site.
The executive officers of the Company are eligible to participate in two
stock option plans which allow certain employees and officers to acquire or
increase their proprietary interest in the Company. These plans are the
Incentive Stock Option Plan and Equity Participation Plan. No options were
granted in the fiscal year ended September 30, 1994.
THE BOARD OF DIRECTORS
<TABLE>
<S> <C>
Bruno V. D'Agostino H. T. Hunnewell
John M. Edgar Russell J. Sarno
Hampton Hodges Robert H. McLean, Chairman
</TABLE>
Date: December 9, 1994
COMPENSATION OF DIRECTORS
During the fiscal year ended September 30, 1994, each non-employee Director
of the Company was paid $500 for each Board meeting or Committee meeting
attended in person and $250 for each Board meeting or Committee meeting
attended by conference telephone. For the 1995 fiscal year the Board of
Directors has approved the decision to issue shares of the Company's common
stock in lieu of cash compensation for director's fees. As a result, Mr.
D'Agostino, Mr. Edgar, Mr. Hodges and Mr. Hunnewell as non-employee Directors
received 20,000 shares of the Company's common stock. Mr. Sarno became a non-
employee Director effective January 1, 1995 and received 15,000 shares of the
Company's common stock. Depending upon the performance of the Company and its
common stock, as reviewed following the 1995 fiscal year, a portion of the
shares issued in 1995 may be applied to compensation for the 1996 fiscal year.
The Company reimburses the Directors for expenses in connection with meetings,
and otherwise does not incur any cash outlays with respect to Director
expenses.
7
<PAGE>
EMPLOYMENT AGREEMENTS
Mr. McLean has an Employment Agreement with the Company which provides for
severance compensation following a Change in Control of the Company in the
event Mr. McLean's employment is terminated for any reason within twenty-four
(24) months thereafter equal to two times Mr. McLean's annual cash compensation
for the fiscal year prior to the year of termination. Otherwise, Mr. McLean's
Employment Agreement with the Company may be terminated without cause upon
ninety (90) days prior written notice.
Mr. Korman has an Employment Agreement with the Company providing for a one
year term of employment which, unless terminated upon proper notice, is
automatically renewed for successive one year periods. However, this Employment
Agreement may be terminated by the Company without cause upon thirty (30) days
prior written notice. Under such circumstances Mr. Korman is to receive the
greater of either one month's salary for each full year of Mr. Korman's
employment with the Company, or the salary payable from the date of notice of
termination through the end of the term of Mr. Korman's Employment Agreement.
In the event Mr. Korman's employment with the Company is terminated for any
reason within twenty-four (24) months following a change in control of the
Company, Mr. Korman is entitled to receive severance compensation payable in a
lump sum equal to Mr. Korman's then current annual base salary.
Mr. Rogers has an Employment Agreement with the Company providing for a one
year term of employment which, unless terminated upon proper notice, is
automatically renewed for successive one year periods. However, this Employment
Agreement may be terminated by the Company without cause upon thirty (30) days
prior written notice. Under such circumstances Mr. Rogers is to receive the
greater of either $100,000, or the salary payable from the date of notice of
termination through the end of the term of Mr. Roger's Employment Agreement.
Additionally, in the event that Current Technology, Inc., (CTI) is sold while
Mr. Rogers is employed by CTI, Mr. Rogers is entitled to receive a sum equal to
25% of the purchase price for CTI in excess of book value of CTI, not to exceed
the sum of $500,000.
For purposes of the employment agreements referred to immediately above and
as used elsewhere in this Proxy Statement, a "Change in Control" is defined as
having occurred upon any of the following events: (i) the acquisition by any
person (or persons acting in concert) of 20% or more of the outstanding voting
stock of the Company; (ii) the sale, transfer, liquidation or other disposition
of all or substantially all of the Company's assets, or any merger,
consolidation or reorganization to which the Company is a party and pursuant to
which the Company does not survive, or (iii) the election, during any period of
24 months or less, of 20% or more of the members of the Company's Board of
Directors without the new members being approved by a majority of the members
of the Company's Board of Directors then serving unless the members of the
Company's Board of Directors in office immediately prior to the Change in
Control (excluding any member who has initiated the Change in Control)
determines that any of the foregoing events should not be deemed a Change in
Control.
8
<PAGE>
STOCK PRICE PERFORMANCE
The following table compares the total shareholder returns over the last five
years to the American Stock Exchange Market Value Index and the Multi Industry
Group Index. The Company is listed on the American Stock Exchange and has
multiple industries. The shareholder return shown below is not necessarily
indicative of future performance.
[GRAPH APPEARS HERE]
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
<CAPTION>
Measurement period Buffton Industry Broad Market
(Fiscal Year Covered) Corporation Index Index
- --------------------- ----------- -------- --------
<S> <C> <C> <C>
Measurement PT -
12/31/89 $100.00 $100.00 $100.00
FYE 12/31/90 $ 21.05 $ 87.56 $ 81.92
FYE 12/31/91 $ 23.68 $102.62 $ 98.23
FYE 12/31/92 $ 17.11 $112.87 $102.52
FYE 12/31/93 $ 26.32 $139.57 $120.35
FYE 12/31/94 $ 34.21 $140.02 $122.65
</TABLE>
Note: The above paragraph shows stock price performances assuming dividend
reinvestment.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
In a transaction effective January 1, 1995, Flo Control, Inc., a Delaware
corporation (Seller), a wholly-owned subsidiary of the Company, sold
substantially all of its operating assets to Flo Control, Inc., a California
corporation (Buyer) owned by Russell J. Sarno, a stockholder and Director of
the Company. The purchase price for the assets was $3,100,000 in cash, plus the
assumption of $800,000 of liabilities. As a condition of the sale, Buyer was
required to purchase for $150,000 in cash the Seller's undivided ninety-five
percent (95%) joint venture interest in Florida Realty Joint Venture. The
purchase price for the assets sold was determined by the disinterested members
of the Company's Board of Directors to be reasonable and fair in view of the
financial statements of the operations being sold, through discussions with
several independent third parties familiar with the assets being sold,
including companies engaged in the same industry, through the solicitation of
purchase offers from third parties and in view of the fact that the Buyer was
required to acquire Seller's interest in Florida Realty Joint Venture, which
resulted in the removal of approximately $2,300,000 in debt from the Company's
consolidated balance sheet and eliminated cash outlays of approximately $30,000
per month for the next two years.
On February 3, 1995, the Company's Board of Directors approved a fiscal year
1995 bonus in the form of restricted common stock of the Company for Mr. McLean
for 50,000 shares, Mr. Korman for 10,000 shares and Mr. Rogers for 10,000
shares.
9
<PAGE>
On February 3, 1995, the Company's Board of Directors of the Company approved
the grant of non-qualified stock options, pursuant to the provision of the
Company's Equity Participation Plan, to Mr. McLean for 250,000 shares, to Mr.
Korman for 100,000 shares and to Mr. Rogers for 100,000 shares. The Equity
Participation Plan provides for granting of options to key management
employees. The options are for a term of five years and are not exercisable
until August 7, 1995. The option price was equal to the market value of the
Company's stock at date of grant.
TIMELINESS OF CERTAIN SEC FILINGS
During the fiscal year ended September 30, 1994, Mr. McLean, Mr. Sarno, Mr.
Korman and Mr. Rogers were late in filing SEC Form 5 with respect to the
expiration of certain stock options. Mr. Edgar failed to file a Form 4 with
respect to the sale of 500 shares by his retirement plan.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company has selected Price Waterhouse as
independent accountants to audit the books, records and accounts of the Company
for fiscal year 1994. Price Waterhouse has served as the Company's independent
accountants since the inception of the Company, and is therefore familiar with
the affairs and financial procedures of the Company. To the knowledge of
management of the Company, neither such firm nor any of its members has any
direct or material indirect financial interest in the Company, nor any
connection with the Company in any capacity other than as independent
accountants.
Audit and audit related services were performed by Price Waterhouse during
the fiscal year ended September 30, 1994 and included the audit of the annual
financial statements and Form 10-K of the Company.
A representative of Price Waterhouse is expected to be present at the Annual
Meeting to answer questions and will be afforded an opportunity to make any
statement he wishes to make regarding the financial statements of the Company.
EXPENSE OF SOLICITATION
The cost of preparing, assembling and mailing this Proxy Statement, the
notice of Annual Meeting of Stockholders and the enclosed Proxy is to be borne
by the Company. The Company has retained the Beacon Hill Partners, Inc. to
assist it in connection with the solicitation of proxies. In connection
therewith, the Company will pay Beacon Hill Partners, Inc. $1,000 plus
expenses.
In addition to the solicitation of proxies by use of the mails, the Company
may also utilize the services of some of its officers and regular employees
(who will receive no compensation therefor in addition to their regular
salaries) to solicit proxies personally and by telephone and telegraph. The
Company requests banks, brokers, and other custodians, nominees and fiduciaries
to forward copies of the proxy material to their principals and to request
authority for the execution of proxies. The Company may reimburse such persons
for the expenses in so doing.
VOTING PROCEDURES
Each holder of common stock is entitled to one vote for each share held by
him. The presiding officer of the meeting will appoint two independent election
judges to count votes at the annual meeting. One of the two judges shall be a
representative of the Company's Registrar and Transfer Agent. The Company's
Bylaws provide that Directors shall be chosen by a plurality of the votes cast
by the holders of shares entitled to vote
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and represented in person or by proxy at an annual meeting at which a quorum is
present, and that the majority of the shares entitled to vote constitutes a
quorum. If a shareholder abstains from voting by not attending the annual
meeting in person or by proxy, the effect of that abstention would be to reduce
the number of shares present at the annual meeting for the purposes of
determining whether a quorum exists. After a quorum is found to exist,
abstentions by those represented in person or by proxy at the meeting and
broker non-votes are treated as failures to vote. Since Director nominees are
elected by a plurality of the votes cast, an abstention or broker non-vote has
no effect upon the outcome of an election. The Company Bylaws are consistent
with Delaware laws; therefore, the effect of abstentions and broker non-votes
is the same under either.
INFORMATION CONCERNING 1996 ANNUAL MEETING
The 1996 Annual Meeting of Stockholders of the Company is expected to be held
on or about March 21, 1996, with the mailing of Proxy materials for such
Meeting to be made on or about February 10, 1996. If a stockholder intends to
submit a nomination for Director for consideration by the Board of Directors,
notice of such nomination as required by Article II of the Company's Bylaws
must be received by the Company at its principal executive offices on or before
November 13, 1995, in order to be considered for inclusion in the Proxy
Statement and Proxy relating to the 1996 Annual Meeting. All other stockholder
proposals must be received by the Company on or before October 13, 1995.
GENERAL
The Company is furnishing to each person whose Proxy is being solicited a
copy of the Annual Report of the Company on Form 10-K for the fiscal year ended
September 30, 1994, as filed with the Securities and Exchange Commission,
including the financial statements and schedules thereto. Such report was filed
with the Securities and Exchange Commission on December 22, 1994. Requests for
additional copies of such report should be directed to Buffton Corporation
Corporate Secretary, 226 Bailey Avenue, Suite 101, Fort Worth, Texas 76107.
PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE
IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED
STATES. A PROMPT RETURN OF YOUR PROXY WILL BE APPRECIATED AS IT WILL SAVE THE
EXPENSE OF FURTHER MAILING.
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FOR ANNUAL MEETING TO BE
BUFFTON CORPORATION HELD MARCH 21, 1995
The undersigned hereby appoints Robert H. McLean, Robert Korman, and Claude
L. Wakeland, and each of them, proxies of the undersigned, with full power
of substitution for and in the name, place and stead of the undersigned to
appear and act for and to vote all shares of Buffton Corporation standing
in the name of the undersigned or with respect to which the undersigned is
entitled to vote and act at the Annual Meeting of Stockholders of said
P Company to be held in Fort Worth, Texas on March 21, 1995 at 10 A.M.,
C.S.T., or at any adjournments or postponements thereof, with all the
powers the undersigned would possess if then personally present, and
especially, but without limiting the foregoing, to vote:
R
1. For the Election of Directors.
[_] FOR the three nominees listed below (except as marked to the
contrary below).
O [_] WITHHOLD AUTHORITY to vote for the three nominees listed below.
Bruno V. D'Agostino, John M. Edgar and Robert H. McLean
NOTE: If you desire to withhold authority to vote for one or more, but
not all of the above named nominees, check the box "FOR" and indicate
X your desire to withhold such authority by drawing a line through the
name(s) of such nominee(s).
2. Upon such other matters as may properly come before the meeting.
Y [_] FOR [_] AGAINST [_] ABSTAIN
The shares of the undersigned are to be voted in accordance with the
specifications made with respect to Items 1 and 2. If no specification is
made as to any one or all of the Items, this Proxy shall be deemed to
confer discretionary authority as to such item, or items, and shall in each
such case be voted FOR the election or FOR the proposal as the case may be.
PROXY SOLICITATED BY THE BOARD OF DIRECTORS
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON, DATE AND MAIL IN ENCLOSED
ENVELOPE.
FOR ANNUAL MEETING TO BE
BUFFTON CORPORATION HELD MARCH 21, 1995
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and accompanying Proxy Statement and of the Company's 1994
Annual Report and ratifies and confirms all that any of the said proxy
holders or their substitutes may lawfully do or cause to be done by virtue
P hereof.
DATED: ______________________, 1995
R
___________________________________
Stockholder's Signature
O
___________________________________
Signature if Held Jointly
X
Please sign exactly as name
appears hereon. Joint owners
Y should each sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give
full title as such.
