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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BUFFTON CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
119885200
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(CUSIP Number)
Robert H. McLean
226 Bailey Avenue
Suite 101
Fort Worth, Texas 76107
(817) 332-4761
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 7, 1995
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(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 .
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Check the following box if a fee is being paid with the
statement X .
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CUSIP NO. 119885 20 0
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1. Names of Reporting persons:
Robert H. McLean - SS No. ###-##-####
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2. Check the Appropriate Box if a Member of a Group
(a) ______
(b) ______
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3. SEC Use Only
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4. Source of Funds
PF
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
______
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6. Citizenship of Place of Organization
Mr. McLean is a citizen of the United States of America.
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7.
Number of
Shares
Owned By 304,831
Each
Reporting
Person
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8. Shared Voting Power
-0-
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Number of 9. Sole Dispositive Power
Shares
Owned
By Each 304,831
Reporting
Person -----------------------------------------------------------------
10. Shared Dispositive Power
-0-
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CUSIP NO. 119885 20 0
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11. Aggregate Amount Beneficially owned by Reporting Persons
50,000 Actual Ownership
250,000 Stock Options
4,831 ESOP Shares
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304,831
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12. Check Box if the Aggregate Amount of (11) Excludes X Certain
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Shares
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13. Percent of Class Represented by Amount of Row (11)
5.22%, based on the 5,585,378 Shares currently outstanding, plus
250,000 Shares represented by options currently exercisable by Mr.
McLean, but excluding 200,000 Shares represented by options
currently exercisable by others, excluding 80,000 Shares
represented by options not yet exercisable by others, and
excluding 100,000 Shares of Stock authorized for issuance on
August 2, 1995, as Stock bonuses, which will be issued when
approved for listing on the American Stock Exchange, 50,000 Shares
of which are to be issued to Mr. McLean.
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14. Type of Report Person
IN
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CUSIP No. 119885200
STATEMENT FOR SCHEDULE 13D
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Item 1. Security and Issuer.
The class of equity securities to which this Statement related is the
common stock, $.05 par value, of Buffton corporation, a Delaware Corporation
(the "Issuer"), whose principal executive office is located at 226 Bailey
Avenue, Suite 101, Fort Worth, Texas 76107.
Item 2. Identity and Background.
(a) The reporting person is Robert H. McLean
(b) Mr. McLean's business address is 226 Bailey Avenue, Suite 101, Fort
Worth, Texas 76107
(c) Mr. McLean is employed as Chairman of the Board, President and Chief
Executive Officer of Issuer. The Issuer's address is 226 Bailey Avenue, Suite
101, Fort Worth, Texas 76107.
(d) Mr. McLean, has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
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CUSIP No. 119885200
(e) Mr. McLean has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, which
proceeding resulted in 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.
(f) Mr. McLean is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. McLean acquired 50,000 shares of Issuer's Common Stock from the Issuer
as a restricted stock bonus for services rendered to Issuer. At the time of such
grant, the market price for a share of Issuer's Common Stock was approximately
$1.50 per share. 4,831 shares of Issuer's Common Stock beneficially owned by Mr.
McLean are shares owned by Issuer's Employee Stock Ownership Plan, which have
been allocated to, and are voted by, Mr. McLean. The remaining 250,000 shares of
Issuer's Common Stock beneficially owned by Mr. McLean are stock options issued
in February, 1995 under Issuer's Equity Participation Plan, and which became
exercisable on August 7, 1995.
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CUSIP No. 119885200
Item 4. Purpose of Transaction.
The acquisitions of the securities of Issuer by Mr. McLean are for
investment purposes.
(a) Although Mr. McLean has no specific plan or proposal to acquire any
additional securities of Issuer (except for 50,000 shares of Issuer's common
stock represented by Stock Options granted Mr. McLean on August 2, 1995 pursuant
to Issuer's Equity Participation Plan, which become exercisable on February 3,
1996 and 50,000 shares granted as a restricted stock bonus on August 2, 1995),
or dispose of any securities of issuer, he may acquire additional securities of
issuer, or dispose of additional securities of issuer, depending upon then
existing market conditions and usual and customary investment considerations and
decisions.
(b)-(j) Mr. McLean is not considering any plans or proposal which would
relate to or result in any of the matters set forth in subparagraphs (b)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Mr. McLean beneficially owns a total of 304,831 shares of the Common
Stock of issuer, or approximately 5.22% of all issued and outstanding shares of
common stock. This figure
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CUSIP No. 119885200
includes 50,000 shares actually issued to Mr. McLean in his name, 250,000 shares
represented by stock options granted Mr. McLean under Issuer's Equity
Participation Plan which became exercisable on August 7, 1995, and 4,831 shares
owned by Issuer's Employee Stock Option Plan, which have been allocated to and
are voted by Mr. McLean. This figure does not include 50,000 shares authorized
for issuance to Mr. McLean on August 2, 1995 as a restricted stock bonus, nor
50,000 shares represented by options granted Mr. McLean on August 2, 1995.
(b) Mr. McLean has the sole power to vote or to direct the vote of 304,831
shares of Issuer Common Stock and the sole power to dispose or direct the
disposition of 304,831 shares of Issuer common stock.
(c) During the past 60 days, Mr. McLean was granted 50,000 shares of the
Common Stock of Issuer on August 2, 1995 as a restricted stock bonus from
Issuer which have yet to be issued, and on such date Issuer's Common Stock had
a market value of approximately $1.50 per share. On August 7, 1995, options
covering 250,000 of Issuer's Common Stock, at an exercise price of $1.50 per
share, became fully exercisable. Mr. McLean has not exercised any of such
options as of the date hereof.
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CUSIP No. 119885200
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
As set forth above, Mr. McLean currently possesses the right to purchase up
to an additional 250,000 shares of the Issuer's common stock at an exercise
price of $1.50 per share.
Item 7. Material to be Filed as Exhibits.
(a) Exhibit "1" - Amended and Restated Non-Qualified Option Agreement dated
May 3, 1995, and amended as of August 2, 1995.
SIGNATURES
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 16, 1995
--
/s/ Robert H. McLean
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ROBERT H. McLEAN
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Exhibit "1"
AMENDED AND RESTATED
NON-QUALIFIED STOCK OPTION AGREEMENT
This Option Agreement (the "Agreement") and amended as of August 2, 1995,
made and effective as of the 3rd day of February, 1995, and amended as of August
2, 1995, between BUFFTON CORPORATION, a Delaware corporation (the
"Corporation"), and ROBERT H. McLEAN, an employee of the Corporation or one or
more of its Subsidiaries (the "Employee").
WHEREAS, pursuant to the Buffton Corporation Amended Equity Participation
Plan, dated September 19, 1989 (the "Plan"), the Corporation desires to afford
Employee the opportunity to purchase shares of Corporation's $.05 par value
common stock, as a reward for past performance as a key employee of the
Corporation, and as an incentive for future performance.
NOW, WHEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree as
follows:
1. Grant of Option. The Corporation hereby grants to the Employee the right
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and option (the "Option") to purchase an aggregate of 250,000 shares of
Corporation's $.05 par value common stock (the "Shares"), such Shares being
subject to adjustment as provided in paragraph 6 hereof, and on the terms and
conditions herein set forth.
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2. Purchase Price. The purchase price of the Shares covered by the Option
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shall be $1.50 per Share.
3. Term of Option. The term of the Option shall be for a period of five (5)
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years from the date hereof.
4. Exercise of Option. This Option may not be exercised prior to August 7,
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1995. From and after August 7, 1995, all of the Options shall be fully
exercisable, in whole or in part, for the remaining term of the Option. The
Option granted herein shall be exercisable only by the Employee, the
Administrator or Executor of the Estate of the Employee, the heirs of the
Employee taking title to the Option pursuant to the Employee's Will or the laws
of descent and distribution, a court appointed guardian of the Employee, or by
power of attorney duly appointed by the Employee.
5. Transferability of Option. This Option may be transferred by Employee by
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Will or by the laws of descent and distribution, but not otherwise. Upon such
presentation for transfer, the Company shall promptly execute and deliver a new
Option Agreement or Option in the form hereof in the name of assignee or
assignees and in the denominations specified in such instructions. The Company
shall pay all expenses incurred by it in connection with the preparation,
issuance and delivery of Options under this Paragraph.
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6. Anti-Dilution Provisions.
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(a) In case at any time or from time to time after the date of this Option,
the holders of common stock of the Company shall have received or shall have
become legally entitled to receive,
(i) other or additional stock or other securities or property (other
than cash) by way of a dividend or other distribution, or
(ii) other or additional (or less) stock or other securities or
property (including cash) by way of stock-split, spin-off, split-up,
reclassification, combination or shares or similar corporate rearrangements,
then and in each such case the holder of this Option, upon the exercise hereof
as provided herein, shall be entitled to receive, in lieu of (or in addition to,
as the case may be) the Shares theretofore receivable upon the exercise of this
Option, the amount of stock and other securities and property (including cash in
the case referred to in clause (ii) above) which such holder would have held on
the date of such exercise of on the date such dividend, distribution,
corporate rearrangement or such other event as described in clause (ii) above
such holder
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had been the holder of record of the number of Shares receivable upon the
exercise of this Option and had thereafter, during the period from the date
thereof to and including the date of such exercise, obtained such Shares and all
other or additional (or less) stock and other securities and property (including
cash in the case referred to in clause (ii) above) receivable by him as
aforesaid during such period, giving effect to all adjustments called for during
such period by the following subparagraph.
(b) In case of any reorganization of the Company (or any other corporation
the stock or other securities of which are at the time receivable on the
exercise of this Option) after the date hereof, or in case, after such date, the
Company (or any such other corporation) shall consolidate, amalgamate or merge
with or into or enter into a mandatory share exchange with another entity, then
and in each such case the holder of this Option, upon the exercise hereof as
provided herein at any time after the consummation of such reorganization,
consolidation, amalgamation, merger, mandatory share exchange, or conveyance,
shall be entitled to receive, and any third parties participating in such
transaction shall acknowledge in writing that the holder is entitled to receive,
in lieu of the Shares, stock or other securities and property receivable upon
the exercise of this Option prior to such consummation, the stock or other
securities or property to which such holder would have
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been entitled upon such consummation if such holder had exercised this Option
immediately prior thereto, all subject to further adjustment as provided in the
preceding subparagraph (a).
(c) So long as this Option shall be outstanding and unexercised, if the
Company shall enter into any transactions referred to in this Section 6, which
effects a change in the securities or other property to which the holder is
entitled upon exercise of this Option, then, in any such case, the Company shall
cause to be sent to the holder a brief statement of the event giving rise to
such effect, and a description thereof, together with advance notice of the
record date relevant to any such transaction.
7. Right to Exchange Options. Employee shall have the right at any time to
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exchange all or any portion of the options granted hereby, for options in each
of the Company's subsidiaries. Such exchanged options shall have mutual
covenants and terms of agreement substantially similar to those set forth
herein, and the number of options granted in exchange for the options covered
hereby, and the exercise price therefor, shall be substantially equivalent in
number, percentage of ownership and price (as it relates to book value of each
subsidiary) as the options for which same are exchanged. Should Company and
Employee be unable to agree as to the number, percentage of ownership and price
(as it relates to book value of each subsidiary) or any other provisions, the
determination of
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such matters shall be made by an independent investment banker selected by
random drawing from a pool of six investment bankers, three of which having
been selected by the Company and three of which having been selected by
Employee.
8. Rights as a Shareholder. The Employee or Employee's permitted transferee
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shall have no rights as a stockholder with respect to any Shares covered by the
Option until the date of issuance of a stock certificate for such Shares. No
adjustments, other than as provided in paragraph 6 above, shall be made for
dividends (ordinary or extraordinary, whether in cash, securities, or other
property) or distributions for which the record date is prior to the date such
stock certificate is issued.
9. Registration; Governmental Approval. (a) The Option granted herein is
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subject to the requirement that, if at any time the listing, registration, or
qualification of Shares issuable upon exercise of the Option is required by any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body is necessary as a condition of, or
in connection with the issuance of any Shares, no Shares shall be issued in
whole or in part, unless such listing, registration, qualification, consent or
approval has been obtained. The Corporation agrees, at its own expense, to take
all action necessary to obtain such listing,
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registration, qualification, consent or approval so the Corporation can perform
its contractual obligation to issue the Shares covered by this Option.
(b) Unless otherwise covered by an effective Registration Statement, the
Company shall, at its own expense, prepare and file registration statements on
Form S-3 covering shares purchased by Employee hereunder, upon written request
by Employee.
10. Method of Exercising Option. Subject to the terms and conditions of
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this Agreement, the Option may be exercised by written notice delivered in
person or by first class mail to the Corporation at its offices presently
located at 226 Bailey Avenue, Suite 101, Fort Worth, Texas 76107. Such notice
shall state the election to exercise the Option and the number of Shares in
respect of which it is being exercised, and shall be signed by the person or
persons so exercising the Option. Such notice shall be accompanied by payment
of the full purchase price of such Shares, in which event the Corporation
shall deliver a certificate representing such Shares as soon as practicable
after the notice shall be received.
Payment of such purchase price shall, in either case, be made in (i) cash,
(ii) cashier's, certified or personal check payable to the order of the
Corporation, or (iii) in whole
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shares of the Corporation's common stock previously acquired by Employee and
evidenced by negotiable certificates valued at their fair market value on the
date of exercise. The certificate or certificates for the Shares as to which the
Option shall have been so exercised shall be registered in the name of the
person or persons so exercising the Option; or if the Option shall be exercised
by the Employee, and if the Employee shall so request in the notice exercising
the Option, such Option shall be registered in the name of the Employee and
another person, as joining tenants with right of survivorship, and shall be
delivered as provided above to or upon the written order of the person or
persons other than the Employee, such notice shall be accompanied by appropriate
proof satisfactory to the Corporation of the right of such person or persons to
exercise the Option. All shares that shall be purchased upon the exercise of the
Option as provided herein shall be fully paid and non-assessable. Upon the
exercise of less than all of the Options hereunder, the Company shall promptly
execute and deliver a new Option Agreement in the form hereof covering the
balance of unexercised Options. The Company shall pay all expenses incurred by
it in connection with the preparation, issuance and delivery of such new Option
Agreements.
The Company hereby agrees to loan Employee such amount of money as is
needed by Employee to pay the purchase
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price for such shares. Such loan shall be evidenced by a promissory note,
payable in full twelve (12) months from date of execution, bearing interest at
the rate of 8% per annum, and secured by the shares of stock purchased with the
proceeds of the loan or other collateral acceptable to Company.
11. Non-Qualified Options. The Options granted hereunder are not part of or
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authorized pursuant to any plan or arrangement which is qualified or created
incident to any provision of the Internal Revenue Code of 1986, as amended.
12. Subsidiary. As used herein, the term "Subsidiary" shall mean any
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present or future corporation in which the Corporation shall own 50% or more of
its accrued voting stock.
13. Binding Effect. This Agreement shall be binding upon and inure to the
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benefit of the respective heirs, executors, administrators and successors of the
parties hereto.
14. Governing Law. This Agreement shall be construed and interpreted in
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accordance with the laws of the State of Delaware.
15. Headings. Headings are for the convenience of the parties are not
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deemed to be part of this Agreement.
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16. Plan. The terms and provisions of the Plan are incorporated herein by
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reference and the Options granted hereunder are subject to the terms and
provisions of the Plan. In the event of a conflict or inconsistency between
discretionary terms and provisions of the Plan and this Agreement, this
Agreement shall govern and control. In all other instances of conflicts or
inconsistencies and omissions, the terms and provisions of the Plan shall govern
and control.
17. Amended and Restated Agreement. This agreement amends and restates the
Non-Qualified Option Agreement between Company and Employee dated May 3, 1995,
and supersedes such agreement in all respects.
EXECUTED the day and year first written above.
EMPLOYER: BUFFTON CORPORATION:
By: /s/ Robert H. McLean
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Chairman of the Board and President
EMPLOYEE:
By: /s/ Robert H. McLean
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ROBERT H. McLEAN, Individually
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