<PAGE>
As filed with the Securities and Exchange Commission
on September 28, 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: 20. 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 100,000 $2.1875 $218,750 $75.43
</TABLE>
- --------------------------------------------------------------------------------
*Estimated solely for the purpose of determining the registration fee based upon
the closing price on the American Stock Exchange on September 19, 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 September 26, 1995
Prospectus
BUFFTON CORPORATION
226 Bailey Avenue, Suite 101 Fort Worth, Texas 76107
Telephone: (817) 332-4761
--------------------------------------------
100,000 Shares
COMMON STOCK
Par Value $.05 Per Share
--------------------------------------------
This Prospectus relates to the offer of 100,000 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 September 19, 1995, the closing price
of Buffton's Common Stock on the American Stock Exchange was reported to be
$2.1875.
-------------------------------------------
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 September 26, 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.
5. Buffton's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995, filed with the SEC on August 10, 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's environmental consultants submitted
an outline for an alternative remedy to the EPA on April 12, 1995 which might
expedite the completion of the remedial action required at the site. The EPA
agreed to consider an alternative remedy in its letter to the Company's
environmental consultants dated April 17, 1995. On June 8, 1995, the Company's
environmental consultants submitted to the EPA a Remedial Design Work Plan
Addendum (RDWPA) outlining additional work to be performed in order to arrive at
an alternative remedy. On July 27, 1995, the EPA responded with comments on the
RDWPA. At a meeting with the EPA on August 24, 1995, the EPA
- 2 -
<PAGE>
acknowledged that the ROD needed amendment, and committed to expedite the clean-
up of the property. Tests are being undertaken to determine the specifics of
remedies for the Site.
Buffton is a party to a legal action which is 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.
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. BFX Hospitality Group, Inc., consisting of American Food
-----------
Classics, Inc., located in Fort Worth, Texas, and BFX-LA, Inc. d/b/a Bourbon
Street Hospitality, located in New Orleans, Louisiana, develops, owns and
operates food and beverage concepts that lend themselves to multiple locations
in the United States market, as well as overseas. The concepts have an
entertainment aspect that includes the atmosphere, decor and music.
Buffton has recently established Buffton Realty Ventures, a commercial
real estate operation, to engage in acquiring properties offering unique
opportunity for profit. In acquiring properties Buffton Realty Ventures may,
from time to time, utilize joint ventures and limited partnerships, as well as
recourse and non-recourse mortgage debt. Buffton Realty Ventures will also
acquire, develop and manage locations from BFX Hospitality Group, Inc. Buffton
Realty Ventures operates as a division of Buffton.
- 3 -
<PAGE>
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 September 19, 1995 there were 5,685,378 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 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
- 4 -
<PAGE>
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 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 for 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.
- 5 -
<PAGE>
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.
<TABLE>
<CAPTION>
Number of Shares and
Total Shares Percentage of
Owned Prior Total Shares Class After Relationship
Name to Offering Offered Offering with Buffton
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert H. McLean 354,831(1) 50,000 304,831 Chairman of the
5.13%(5) Board, President and
Chief Executive
Officer
Walter D. Rogers 142,225(2) 30,000 112,225 Director, President and
1.93%(6) CEO of Current
Technology, Inc.
Spencer Taylor 10,000(3) 10,000 * President of BFX-LA,
Inc.
Frank J. Milan 10,000(4) 10,000 * Vice President of
American Food
Classics, Inc.
</TABLE>
---------------------------------------------
* Less than 1%.
(1) This figure includes 250,000 shares of the Company's common stock issuable
to Mr. McLean pursuant to non-qualified stock options which are currently
exercisable. 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. This figure does not include 50,000 shares of the Company's common
stock issuable to Mr. McLean pursuant to non-qualified stock options which
are not exercisable until February 3, 1996.
(2) This figure includes 100,000 shares of the Company's common stock issuable
to Mr. Rogers pursuant to non-qualified stock options which are currently
exercisable. 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.
- 6 -
<PAGE>
(3) This figure does not include 25,000 shares of the Company's common stock
issuable pursuant to qualified stock options which are not exercisable.
(4) This figure does not include 25,000 shares of the Company's common stock
issuable pursuant to qualified stock options which are not exercisable.
(5) This percentage was calculated using a denominator of 5,935,378, which
represents the 5,685,378 shares currently outstanding, plus the 250,000
option shares described in note (1) hereof.
(6) This percentage was calculated using a denominator of 5,785,378, which
represents the 5,685,378 shares currently outstanding, plus the 100,000
option shares described in note (2) hereof.
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.
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
- 7 -
<PAGE>
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 directors, 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>
<S> <C>
Filing fee for Registration Statement $ 75.43
Legal and Accounting fees and expenses $10,000.00
Miscellaneous expenses $ 250.00
Total $10,325.43
</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
27th day of September, 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 September 26, 1995
- --------------------------- the Board, President
Robert H. McLean and Chief Executive
Officer
/s/ Robert Korman Vice President, September 26, 1995
- ---------------------------- Chief Financial
Robert Korman Officer, Treasurer
and Secretary
/s/ Walter D. Rogers, Jr. Director, President September 26, 1995
- ---------------------------- and Chief Executive
Walter D. Rogers, Jr. Officer of Current
Technology, Inc.
Director September __, 1995
- ----------------------------
Bruno V. D'Agostino
/s/ John M. Edgar Director September 26, 1995
- -----------------------------
John M. Edgar
/s/ H. Hampton Hodges Director September 26, 1995
- --------------------------
H. Hampton Hodges
/s/ H.T. Hunnewell Director September 26, 1995
- ----------------------------
H.T. Hunnewell
Director September __, 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
September 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
September 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
September 26, 1995
Buffton Corporation
226 Bailey Avenue, Suite 101
Fort Worth, Texas 76107
RE: Form S-3 Registration Statement Covering 100,000 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 on 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 heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
/s/ Price Waterhouse LLP
Fort Worth, Texas
September 25, 1995
