SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4 for Steel Partners II, L.P.)
(Amendment No. 1 for Steel Partners Services, Ltd.,
Warren G. Lichtenstein and Lawrence Butler)
Under the Securities Exchange Act of 1934
BUFFTON CORPORATION
----------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
-----------------------------------------------------------------------
(Title of Class of Securities)
119885200
-----------------------------------------------------------------------
(CUSIP Number)
Warren G. Lichtenstein
Steel Partners II, L.P.
750 Lexington Avenue - 27th Floor
New York, New York 10022
212/446-5217
-----------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 7, 1995
-------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box |__|.
Check the following box if a fee is being paid with the
statement |__|.
Page 1 of 9 pages
<PAGE>
CUSIP NO. 119885200 Page 2 of 9 pages
---------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Steel Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 534,500
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH
-0-
9 SOLE DISPOSITIVE POWER
534,500
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
534,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP NO. 119885200 Page 3 of 9 pages
---------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Steel Partners Services, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 108,500(1)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH
-0-
9 SOLE DISPOSITIVE POWER
108,500(1)
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
108,500(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
14 TYPE OF REPORTING PERSON
CO
(1) Represents shares in a securities portfolio owned by a foreign
investment company that is managed on a discretionary basis by Steel
Partners Services, Ltd.
<PAGE>
CUSIP NO. 119885200 Page 4 of 9 pages
---------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Warren G. Lichtenstein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 643,000(1)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH
-0-
9 SOLE DISPOSITIVE POWER
643,000(1)
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
643,000(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
14 TYPE OF REPORTING PERSON
IN
(1) Represents 534,500 shares owned by Steel Partners II, L.P. and 108,500
shares managed by Steel Partners Services, Ltd., an entity controlled
by Warren G. Lichtenstein and Lawrence Butler.
<PAGE>
CUSIP NO. 119885200 Page 5 of 9 pages
---------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lawrence Butler
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 643,000(1)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH
-0-
9 SOLE DISPOSITIVE POWER
643,000(1)
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
643,000(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
14 TYPE OF REPORTING PERSON
IN
(1) Represents 534,500 shares owned by Steel Partners II, L.P. and 108,500
shares managed by Steel Partners Services, Ltd., an entity controlled
by Warren G. Lichtenstein and Lawrence Butler.
<PAGE>
CUSIP NO. 119885200 Page 6 of 9 pages
---------
STATEMENT FOR SCHEDULE 13D
--------------------------
This amendment is being filed to report the acquisition by the
Reporting Persons of an additional 111,500 shares of Common Stock which were
acquired to increase their equity position in the Issuer. Accordingly, Items 3
and 5 of this Schedule 13D are hereby being amended. As there has been no
change in the information previously reported in Items 1, 2 and 4 since the most
recent filing on Schedule 13D, reference is made to said Items of the Schedule
13D filed with the Commission on or about July 7, 1995.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the shares of Common Stock owned by
Steel Partners II is $833,732. The shares of Common Stock owned by Steel
Partners II were acquired with partnership funds.
The aggregate purchase price of the shares of Common Stock
beneficially owned by Services is $161,202. Such shares were acquired with
funds it manages for a foreign investment company (the "Fund"). Pursuant to an
agreement (the "Management Agreement") with the Fund, Services has been
appointed to manage, on a discretionary basis, certain of the Fund's assets,
which are maintained in a brokerage account in the Fund's name. The Management
Agreement may be terminated by either party at any time. Therefore, pursuant to
Rule 13d-3(d)(1)(c), the Fund may be deemed the beneficial owner of the Shares
reported by Services.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of shares of Common Stock reported owned
by each person named herein is based upon 5,458,022 shares outstanding, which is
the total number of shares of Common Stock outstanding as reported in the
Company's 1995 Proxy Statement.
As of the close of business on August 15, 1995:
Steel Partners II beneficially owns 534,500 shares of Common Stock,
constituting approximately 9.8% of the shares outstanding; and Services
beneficially owns 108,500 shares, constituting 2.0%. Collectively, the
Reporting Persons own 643,000 shares, constituting 11.8%. Mr. Lichtenstein and
Mr. Butler may be deemed to beneficially own 643,000 shares of the Issuer's
common stock by virtue of their authority to vote and dispose of the Shares
owned by Steel Partners II and managed by Services.
<PAGE>
CUSIP NO. 119885200 Page 7 of 9 pages
---------
(b) By virtue of their positions with Steel Partners II and Services,
each of Messrs. Lichtenstein and Butler has the sole power to vote and dispose
of the shares reported in this Schedule 13D.
(c) Other than the purchases set forth below, no Reporting
Person has engaged in transactions in the Issuer's common stock since Steel
Partners II's most recent filing on Schedule 13D.
Purchases made by Steel Partners II:
-----------------------------------
Price per Share
Date No. of Shares (excl. Commissions)
---- ------------- -------------------
7/10/95 19,500 $1.405
7/11/95 1,650 1.405
8/04/95 3,350 1.519
8/07/95 5,000 1.467
8/08/95 1,850 1.467
8/15/95 24,300 1.644
Purchases made by Services:
--------------------------
Price per Share
Date No. of Shares (excl. Commissions)
---- ------------- -------------------
7/10/95 19,500 $1.405
7/11/95 1,850 1.405
8/04/95 3,350 1.518
8/07/95 5,000 1.467
8/08/95 1,850 1.467
8/15/95 24,300 1.644
All such transactions were effected in the open market.
(d) Other than the Fund, no person other than the Reporting Persons
is known to have the right to receive, or the power to direct the receipt of
dividends from, or to the proceeds from, the sale of such shares of the Common
Stock.
(e) Not applicable.
<PAGE>
CUSIP NO. 119885200 Page 8 of 9 pages
---------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Other than as described herein, there are no contracts, arrangements
or understanding among the Reporting Persons, or between the Reporting Persons
and any other Person, with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
1. Form of Limited Partnership Agreement
(Previously filed)
2. Joint Filing Agreement (Previously filed)
3. Powers of Attorney (Previously filed)
<PAGE>
CUSIP NO. 119885200 Page 9 of 9 pages
---------
SIGNATURES
----------
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: August 18, 1995 STEEL PARTNERS II, L.P.
By: Steel Partners Associates, L.P.
General Partner
By: Steel Partners, Ltd.
General Partner
By: /s/ Warren G. Lichtenstein
----------------------------
Warren G. Lichtenstein,
Chief Executive Officer
STEEL PARTNERS SERVICES, LTD.
By:/s/ Warren G. Lichtenstein
------------------------------
Warren G. Lichtenstein,
Chief Executive Officer
/s/ Warren G. Lichtenstein
-------------------------------
WARREN G. LICHTENSTEIN
/s/ Lawrence Butler
-------------------------------
LAWRENCE BUTLER
