<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
/x/ Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934 (Fee Required)
For the fiscal year ended December 31, 1994
OR
/ / Transition report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 (No Fee Required)
For the transition period from ____________ to __________
Commission file number 1-9822
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below
Employee Stock Ownership Plan
of
Buffton Corporation
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office
Buffton Corporation
226 Bailey Avenue, Suite 101
Fort Worth, Texas 76107
<PAGE>
Financial Statements and Exhibits
(a) Financial Statements and Financial Statement Schedules
The following financial statements and financial statement schedules,
together with the report of independent accountants, are included in
this annual report:
Report of Independent Accountants........... F-1
Statements of Net Assets
Available for Plan Benefits as of
December 31, 1994 and 1993 ................. F-2
Statements of Changes in Net Assets
(Deficit) Available for Plan Benefits
for the years ended December 31, 1994,
1993 and 1992 .............................. F-3
Notes to Financial Statements .............. F-4
Schedule I - Schedule of Assets Held
for Investment Purposes - Item 30a ......... F-7
(b) Exhibits
None
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrators have duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
Employee Stock Ownership Plan
of Buffton Corporation
Administrators for the 1994 Plan Year
March 24,1995 By: /s/Robert H. McLean
------------------------
President of the Company
By: /s/Hampton Hodges
------------------------
Director of the Company
By: /s/John M. Edgar
------------------------
Director of the Company
3
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants, Administrators and Trustee
of the Employee Stock Ownership Plan
of Buffton Corporation
In our opinion, the accompanying Statements of Net Assets Available for Plan
Benefits and the Statements of Changes in Net Assets (Deficit) Available for
Plan Benefits present fairly, in all material respects, the financial status of
the Employee Stock Ownership Plan of Buffton Corporation at December 31, 1994
and 1993, and the changes in its financial status for each of the three years in
the period ended December 31, 1994, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Plan Administrators and Trustee; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of
these statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedule I, although required by ERISA, is presented for purposes of additional
analysis and is not a required part of the basic financial statements. Such
information has been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/Price Waterhouse LLP
March 24,1995
Fort Worth, Texas
F-1
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EMPLOYEE STOCK OWNERSHIP PLAN
OF
BUFFTON CORPORATION
STATEMENTS OF NET ASSETS AVAILABLE
FOR PLAN BENEFITS
December 31,
<TABLE>
<CAPTION>
1994 1993
-------- --------
<S> <C> <C>
Assets
- ------
Investment in common stock
of Buffton Corporation,
valued at market
of $1.375 and $1.4375 per share,
respectively $128,522 $289,896
Receivables - other due from employer 296 295
Cash 397 383
-------- --------
Total assets 129,215 290,574
-------- --------
Liabilities - -
- ----------- ________ ________
Net assets available for
plan benefits $129,215 $290,574
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
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EMPLOYEE STOCK OWNERSHIP PLAN
OF
BUFFTON CORPORATION
STATEMENTS OF CHANGES IN NET ASSETS (DEFICIT)
AVAILABLE FOR PLAN BENEFITS
For the Years Ended December 31,
<TABLE>
<CAPTION>
1994 1993 1992
---------- -------- ---------
<S> <C> <C> <C>
Increase in net assets: - -
Employer contributions $ $ $673,047
--------- -------- --------
Increase (decrease) in net assets:
Unrealized gain (loss) in market value
of Buffton Corporation common stock (5,842) 126,042 12,604
Realized gain on shares issued to
participants 8,864 - 9,053
Shares issued to participants (164,396) - (19,053)
Interest (expense) income 15 - (42,095)
--------- -------- ---------
(161,359) 126,042 (39,491)
--------- -------- --------
Net increase (decrease) (161,359) 126,042 633,556
Net assets (deficit) available for
plan benefits:
Beginning of year 290,574 164,532 (469,024)
--------- -------- --------
End of period $ 129,215 $290,574 $164,532
========= ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
EMPLOYEE STOCK OWNERSHIP PLAN
OF
BUFFTON CORPORATION
NOTES TO FINANCIAL STATEMENTS
Note 1 - Description of the Plan
The Employee Stock Ownership Plan of Buffton Corporation (the Plan) was
established effective January 1, 1989 as a qualified leveraged employee stock
ownership plan. All employees who had attained age twenty-one (21) and
completed one year of service on January 1, 1989 were required to participate in
the Plan at that date. All other employees shall participate in the Plan upon
attaining age 21 and completing one year of service. A participant's account
becomes 20% vested at the completion of three years of service and continues to
vest 20% per year until fully vested after the completion of seven years of
service.
On July 11, 1989, Buffton Corporation (the Company) borrowed $937,459 from a
bank and concurrently loaned the proceeds to the Plan. Additionally, the
Company loaned the Plan $62,541 on July 11, 1989. The proceeds of these loans
were used to purchase 215,000 shares, at market price, of the Company's common
stock in brokered transactions at an average price of $4.65 per share.
The shares acquired in the financing transactions were initially unallocated and
held in the Suspense Subfund (the Fund). As the loans were repaid, shares were
released from the Fund and were allocated to the participants' accounts in
accordance with the Plan and the loan agreements. During 1992, the remaining
142,820 shares were released from the Fund and allocated to the participants'
accounts.
Administration of the Plan is the responsibility of a committee consisting of
three individuals appointed by the Company's Board of Directors.
On November 1, 1993, the Company's Board of Directors appointed Bank One, Texas,
NA as sole Trustee of the Plan. The Trustee, as custodian of investment
securities, is self-insured against losses.
Note 2 - Summary of Significant Accounting Policies
Accounting Principles
The financial statements of the Plan have been prepared on the accrual basis of
accounting in accordance with generally accepted accounting principles.
F-4
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Investments
Investment in the Company's common stock is carried at market value as
determined based upon the closing prices as quoted on the American Stock
Exchange on December 31, 1994 and 1993 which were $1.38 and $1.44, respectively.
The annual appreciation or depreciation of the value of investments held by the
Plan is reflected in the Statement of Changes in Net Assets (Deficit) Available
for Plan Benefits as unrealized gain or loss in the market value of Buffton
Corporation common stock. No investments were sold during the current year.
The closing market price of Buffton Corporation common stock on March 20, 1995
was $1.38.
Funding Policy
There were no employer contributions during 1993 or 1994. Participants are not
required to make contributions to the Plan.
Note 3 - Issuance of Shares
In two separate transactions during the 1992 plan year, the Plan issued a total
of 13,333 shares to participants. Cost was determined as the market price per
share at the date of issuance. In comparison to the market value of the shares
at December 31, 1991, these transactions resulted in a net realized gain of
$9,053 to the Plan.
In several transactions during the 1994 plan year, the Plan issued a total of
108,196 shares to participants. Cost was determined as the market price per
share at the date of issuance. In comparison to the market value of the shares
at December 31, 1993, these transactions resulted in a net realized gain of
$8,864 to the Plan.
During the period January to March 1995, the Plan issued a total of 39,496
shares to participants who terminated prior to December 31, 1994. Cost was
determined at the market price per share at the date of issuance. In comparison
to the market value of the shares at December 31, 1994, these transactions
resulted in a net realized gain of $2,469 to the Plan.
F-5
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Note 4 - Tax Status of the Plan
The Plan applied for and received a favorable determination letter from the
Internal Revenue Service, and therefore is exempt from taxation. The Plan
Administrators and the Trustee are of the opinion that the Plan continues to
fulfill the requirements of a qualified plan. Accordingly, no provision for
federal income taxes has been recorded in the accompanying financial statements.
Note 5 - Plan Termination
Although it has not expressed any intent to do so, the Board of Directors of the
Company may terminate the Plan at any time subject to the provisions of ERISA.
In the event of termination, participants become fully vested and are entitled
to the full amount credited to their individual accounts.
F-6
<PAGE>
Schedule I
EMPLOYEE STOCK OWNERSHIP PLAN
OF
BUFFTON CORPORATION
SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES - Item 30a
December 31, 1994
<TABLE>
<CAPTION>
EXPENSE CURRENT
IDENTITY OF DESCRIPTION INCURRED WITH COST OF VALUE OF
PARTY INVOLVED OF ASSET TRANSACTION ASSET ASSET
- -------------- ----------- ------------- ------- --------
<S> <C> <C> <C> <C>
Company* Aggregate
purchase of 93,471
shares of common
stock $ - $434,238 $128,522
</TABLE>
*Party-in-Interest
F-7
<PAGE>
Schedule I
EMPLOYEE STOCK OWNERSHIP PLAN
OF
BUFFTON CORPORATION
SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES - Item 30a
December 31, 1993
<TABLE>
<CAPTION>
EXPENSE CURRENT
IDENTITY OF DESCRIPTION INCURRED WITH COST OF VALUE OF
PARTY INVOLVED OF ASSET TRANSACTION ASSET ASSET
- -------------- ----------- ------------- ------- --------
<S> <C> <C> <C> <C>
Company* Aggregate purchase
of 201,667 shares of
common stock $ - $937,350 $289,896
</TABLE>
*Party-in-Interest
F-8
