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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-KA
AMENDMENT NO. 1 TO FORM 8-K
FILED FEBRUARY 6, 1995
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 20, 1995
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BUFFTON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-9822 75-1732794
(Commission File Number) (I.R.S. Employer Identification No.)
226 Bailey Avenue, Suite 101, Fort Worth, Texas 76107
(Address of principal executive offices including zip code)
Registrant's telephone number, including area code (817) 332-4761
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BUFFTON CORPORATION
INDEX
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Page No.
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Item 2. Acquisition of Disposition of Assets............. *
Item 5. Other Events..................................... *
Item 7. Financial Statements and Exhibits (as amended)... 5
Signature.................................................. 6
* Previously filed by the Company as Item 2 and Item 5 to the report on Form
8-K dated January 20, 1995.
2
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BUFFTON CORPORATION
Item 7. - Financial Statements and Exhibits
(a) Financial Statements Page
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Pro forma Statement of Operations
for the year ended September 30, 1994 *
Pro forma Balance Sheet at September 30, 1994 *
Pro forma Statement of Operations
for the year ended September 30, 1993 F - 1
Pro forma Statement of Operations
for the year ended September 30, 1992 F - 2
Notes to Pro forma Financial Statements F - 3
(b) Exhibits
10 Agreement for Sale of Assets from * *
Flo Control, Inc. dated as of January 20,
1995, by and among Buffton Corporation, a
Delaware corporation, Flo Control, Inc.,
a Delaware corporation, ("Seller") and
F.C. Acquisition, Inc., a California
corporation ("Buyer").
10-1 Agreement for Sale of Florida Realty * *
Joint Venture interests from Flo Control,
Inc., dated January 20, 1995 by and
among Buffton Corporation, a Delaware
corporation, Flo Control, Inc., a
Delaware corporation, ("Seller") and
F.L.C. Property Acquisition, Inc., a
California corporation ("Buyer").
10-2 Agreement for Sale of Secondary Containment * *
Assets from Flo Control, Inc., dated
January 20, 1995, by and among Buffton
Corporation, a Delaware corporation, Flo
Control, Inc., a Delaware corporation
("Seller") and Patrick Hopkins and Flo-Safe
Systems, Inc. a Wisconsin corporation
("Buyer").
10-3 Second Amendment to Accounts Financing * *
Agreement date January 20, 1995 by and
among Congress Financial Corporation,
Current Technology, Inc., Electro-Mech,
Inc., and Flo Control, Inc.
3
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Item 7. - Financial Statements and Exhibits Continued
10-4 Second Amended and Restated Revolving * *
Credit Note
99 Press Release dated January 23, 1995 * *
announcing the completion by the Company
of its disposition of Flo Control's
operations.
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* Previously filed by the Company as Pages
F1 - F3 to the report on Form 8-K dated
January 20, 1995.
* * Previously filed by the Company as Exhibits
10 - 10-4 and 99 to the report on Form 8-K
dated January 20, 1995.
4
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BUFFTON CORPORATION
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BUFFTON CORPORATION
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(Registrant)
BY: /s/ Robert Korman
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Robert Korman
Vice President and
Chief Financial Officer
Date: March 27, 1995
5
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BUFFTON CORPORATION
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 1993
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(NOTE 1)
Historical Historical Adjustments
Buffton Flo (Note 2) Pro Forma
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Net revenues $45,746 $(9,868) $ 20(a) $35,898
Costs and expenses:
Cost of goods sold
(exclusive of depreciation) 30,646 (5,588) - 25,058
Selling, general &
administrative 11,523 (3,073) - 8,450
Depreciation & amortization 2,192 (804) - 1,388
Interest expense 1,066 - (606)(a) 460
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Total costs and expenses 45,427 (9,465) (606) 35,356
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Income from continuing operations
before income taxes 319 (403) 626 542
Income taxes 55 (137) 213(b) 131
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Income from continuing operations $ 264 $ (266) $ 413 $ 411
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Income from continuing operations
per average common share $ 0.06 $ 0.09
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Weighted average common
shares outstanding 4,570 4,570
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The accompanying notes are an integral part of these pro forma financial
statements.
F-1
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BUFFTON CORPORATION
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 1992
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(NOTE 1)
Historical Historical Adjustments
Buffton Flo (Note 2) Pro Forma
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Net revenues $43,087 $(9,693) $ 20 (a) $33,414
Costs and expenses:
Cost of goods sold
(exclusive of depreciation) 28,992 (5,330) - 23,662
Selling, general &
administrative 12,892 (3,271) - 9,621
Depreciation & amortization 1,972 (693) 1,279
Interest expense 1,222 - (368)(a) 854
Loss on certain assets written
off and other costs relating
to plant closing 393 (379) - 14
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Total costs and expenses 45,471 (9,673) (368) 35,430
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Income from continuing
operationsbefore income taxes (2,384) (20) 388 (2,016)
Income taxes (801) (6) 132(b) (675)
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Income from continuing operations $(1,583) $ (14) $ 256 $(1,341)
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Income from continuing operations
per average common share $ (0.35) $ (0.30)
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Weighted average common
shares outstanding 4,463 4,463
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The accompanying notes are an integral part of these pro forma financial
statements.
F-2
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BUFFTON CORPORATION
NOTES TO UNAUDITED PRO FORMA
FINANCIAL STATEMENTS
Note 1 - Basis of Presentation
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The Company's historical consolidated statements of operations and Flo Control,
Inc.'s (Flo) historical statements of operations for the years ended September
30, 1993 and 1992 serve as the basis for the preparation of the unaudited pro
forma statements of operations. The sale of Flo's operations was accounted for
as a discontinued operation. The pro forma statement of operations is adjusted
to reflect the sale of Flo operations from the beginning of each of the periods.
As a result of the sale, the Company recorded a loss from discontinued operation
of approximately $3,068,000 which is not included in the pro forma results.
Note 2 - Pro Forma Adjustments
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The pro forma adjustments necessary to reflect the unaudited pro forma
statements of operations of the Company are discussed below.
(a) Adjustment to record the reduction in interest expense as a result of
applying the proceeds from the sale as a reduction of long-term debt
and to reflect an increase in interest income from a $500,000 note
received as a portion of the sales price.
(b) Adjustment to provide income taxes on the pro forma impact of reducing
interest expense and increasing interest income as if Flo had been
sold at the beginning of each of the periods.
F-3
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BUFFTON CORPORATION
EXHIBIT INDEX
EXHIBITS PAGE
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10 Agreement for Sale of Assets from Flo Control, Inc.dated * *
as of January 20, 1995, by and among Buffton Corporation, a
Delaware corporation, Flo Control, Inc., a Delaware corporation,
("Seller") and F.C. Acquisition, Inc., a California corporation
("Buyer").
10-1 Agreement for Sale of Florida Realty Joint Venture interests * *
from Flo Control, Inc., dated January 20, 1995 by and
among Buffton Corporation, a Delaware corporation, Flo Control,
Inc., a Delaware corporation, ("Seller") and F.L.C. Property
Acquisition, Inc., a California corporation ("Buyer").
10-2 Agreement for Sale of Secondary Containment Assets from * *
Flo Control, Inc., dated January 20, 1995, by and among
Buffton Corporation, a Delaware corporation, Flo Control, Inc.,
a Delaware corporation ("Seller") and Patrick Hopkins and
Flo-Safe Systems, Inc. a Wisconsin corporation ("Buyer").
10-3 Second Amendment to Accounts Financing Agreement date * *
January 20, 1995 by and among Congress Financial Corporation,
Current Technology, Inc., Electro-Mech, Inc., and Flo Control,
Inc.
10-4 Second Amended and Restated Revolving Credit Note * *
99 Press Release dated January 23, 1995 announcing the * *
completion by the Company of its disposition of Flo Control's
operations.
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* * Previously filed by the Company as Exhibits 10 - 10-4 and 99 to
the report on Form 8-K dated January 20, 1995.
