SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Amendment No. 3 for Steel Partners II, L.P.)
(Original filing 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)
June 22, 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 |X|.
Page 1 of 14 pages
<PAGE>
================================================================================
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 478,850
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
478,850
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
478,850
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES | |
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
================================================================================
<PAGE>
================================================================================
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 52,650(1)
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
52,650(1)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
52,650(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES | |
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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(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>
================================================================================
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 531,500(1)
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
531,500(1)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
531,500(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES | |
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
(1) Represents 478,850 shares owned by Steel Partners II, L.P. and
52,650 shares managed by Steel Partners Services, Ltd., an
entity controlled by Warren G. Lichtenstein and Lawrence Butler.
<PAGE>
================================================================================
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 531,500(1)
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
531,500(1)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
531,500(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES | |
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
(1) Represents 478,850 shares owned by Steel Partners II, L.P. and
52,650 shares managed by Steel Partners Services, Ltd., an
entity controlled by Warren G. Lichtenstein and Lawrence Butler.
<PAGE>
STATEMENT FOR SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is the
common stock (the "Common Stock"), $.05 par value, of Buffton Corporation, Inc.,
a Delaware corporation (the "Issuer"), whose principal executive office is
located at 226 Bailey Avenue, Suite 101, Fort Worth, TX 76107.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Steel Partners II, L.P., a Delaware
limited partnership ("Steel Partners II"), Steel Partners Services, Ltd., a New
York corporation ("Services"), Warren G. Lichtenstein and Lawrence Butler. The
general partner of Steel Partners II is Steel Partners Associates, L.P.
("Associates"), a Delaware limited partnership. Steel Partners, Ltd., a New York
corporation ("SPL"), is the general partner of Associates. The sole officers,
directors and shareholders of SPL are Mr. Lichtenstein and Mr. Butler, each of
whom is a United States citizen. Messrs. Lichtenstein and Butler are the sole
executive officers and directors of Services. Each of the foregoing are referred
to as a "Reporting Person" and collectively as the "Reporting Persons". By
virtue of their positions with Steel Partners II and Services, Mr. Lichtenstein
and Mr. Butler have the power to vote and dispose of the Issuer's shares owned
by Steel Partners II and Services. Accordingly, the Reporting Persons are hereby
filing a joint Schedule 13D.
(b) The principal business address of each Reporting Person is 750
Lexington Avenue, 27th Floor, New York, New York 10022.
(c) The principal business of Steel Partners II is investing in the
securities of microcap companies. The principal business of Services is proving
management and advisory services. The principal occupation of Mr. Lichtenstein
and Mr. Butler is investing in securities of microcap companies. In addition,
Mr. Butler is the president of Alpha Technologies Group, Inc., a NASDAQ company
engaged in the electronics components business.
(d) No Reporting Person has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and a result of such proceeding was
<PAGE>
or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
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 $748,926. 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 $76,115. 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 4. PURPOSE OF TRANSACTION.
The Reporting Persons believe that the shares of the Issuer at current
market prices present an attractive investment opportunity for capital
appreciation.
No Reporting Person has any present plan or proposal which would relate
to or result in any of the matters set forth in subparagraphs (a) (j) of Item 4
of Schedule 13D. Each intends to review its investment in the Issuer on a
continuing basis and, depending on various factors including, without
limitation, the Issuer's business affairs and financial position, the price
levels of the Common Stock, conditions in the securities markets and general
economic and industry conditions, may in the future take such actions with
respect to its investment in the Issuer as it deems appropriate including,
without limitation, purchasing additional shares of Common Stock, selling some
or all of its shares, or proposing a slate of nominees for election as directors
at the Issuer's annual meeting, a special meeting of stockholders or otherwise.
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
<PAGE>
Stock outstanding as reported in the Company's 1995 Proxy Statement.
As of the close of business on July 5, 1995:
Steel Partners II beneficially owns 478,850 shares of Common Stock,
constituting approximately 8.8% of the shares outstanding; and Services
beneficially owns 52,650 shares, constituting 1.0%. Collectively, the Reporting
Persons own 531,500 shares, constituting 9.7%. Mr. Lichtenstein and Mr. Butler
may be deemed to beneficially own 531,500 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.
(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, neither 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)
- ---- ------------- -------------------
6/02/95 4,000 1.4675
6/05/95 1,300 1.4675
6/13/95 900 1.4675
6/15/95 4,000 1.4675
6/16/95 12,000 1.4675
6/20/95 500 1.4675
6/21/95 100 1.4375
6/26/95 5,000 1.4675
07/03/95 350 1.4050
<PAGE>
PURCHASES MADE BY SERVICES:
Price per Share
Date No. of Shares (excl. Commissions)
- ---- ------------- -------------------
6/22/95 2,300 1.4975
6/23/95 7,100 1.4675
6/26/95 5,000 1.4675
6/27/95 20,000 1.4360
6/28/95 400 1.4050
6/29/95 6,400 1.4050
7/03/95 350 1.4050
7/05/95 11,100 1.4610
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.
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.
2. Joint Filing Agreement
3. Powers of Attorney
<PAGE>
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: July 6, 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
<PAGE>
EXHIBIT INDEX
Exhibit Page
1. Form of Limited Partnership Agreement Previously Filed
2. Joint Filing Agreement 12
3. Powers of Attorney 13
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D dated July 6, 1995
(including amendments thereto) with respect to the common stock of Buffton
Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such
Statement.
Dated: July 6, 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
POWER OF ATTORNEY
Know all men by these presents, that Lawrence Butler hereby constitutes
and appoints Warren G. Lichtenstein, his true and lawful attorney-in-fact and
agent, with full power of substitution, and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to the Schedule 13D, dated July 6, 1995 with respect to the common stock of
Buffton Corporation and to file the same, with all exhibits thereto, with the
Securities and Exchange Commission, the National Association of Securities
Dealers and the Company, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each such attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Dated: July 6, 1995
/s/ Lawrence Butler
------------------------------
LAWRENCE BUTLER
<PAGE>
POWER OF ATTORNEY
Know all men by these presents, that Warren G. Lichtenstein hereby
constitutes and appoints Lawrence Butler, his true and lawful attorney-in-fact
and agent, with full power of substitution, and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments to the Schedule 13D, dated July 6, 1995 with respect to the common
stock of Buffton Corporation and to file the same, with all exhibits thereto,
with the Securities and Exchange Commission, the National Association of
Securities Dealers and the Company, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each such attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Dated: July 6, 1995 /s/ Warren G. Lichtenstein
------------------------------
WARREN G. LICHTENSTEIN
