United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.___)
Name of Issuer: Buffton Corporation
Title of Class of Securities: Common Stock
CUSIP Number: 119885200
CUSIP No. 119885200
Page 2 of 9 Pages
1. Name of Reporting Person Alphi Fund LP
IRS No. 36-3589366
2. Check the appropriate box if a member of a group (a) [ ]
(b) [x]
3. SEC Use Only
4. Source of Funds 00
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
N/A
6. Citizenship or Place of Organization Delaware
7. Sole Voting Power 384,200
8. Shared Voting Power 0
9. Sole Dispositive Power 384,200
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person 384,200
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11) 7.0%
14. Type of Reporting Person PN
CUSIP No. 119885200
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Item 1. Security and Issuer
This Schedule 13D relates to the Shares of Common Stock of Buffton
Corporation (the "Shares" and the "Company" respectively) with executive
offices located at 226 Bailey Avenue, Suite 101, Fort Worth, Texas
76107-1220.
Item 2 Identity and Background
This Schedule 13D is being filed on behalf of Alphi Fund L.P. ("Alphi"),
a Delaware limited partnership with its principal offices at 155 Pfingsten
Road, Suite 360, Deerfield, Illinois 60015. The principal business of Alphi
is to invest and trade in securities.
(a), (b) and (c). The following information is furnished with respect
to each officer, director and controlling persons of Alphi Investment
Management Company ("AIMCO"), the general partner of Alphi, both of whom
maintain the offices of Alphi as their business address:
Affiliation with
Name AIMCO
(1) Alan I. Goldberg Chairman and Director
(2) Philip R. Smith President, Secretary,
Treasurer and Director
The two gentlemen above are principally occupied as officers and directors
of AIMCO.
(d) Neither Alphi, AIMCO nor any of the officers or directors of AIMCO
have been convicted in a criminal proceeding during the last five (5) years
(excluding minor traffic violations or similar misdemeanors).
(e) Neither Alphi, AIMCO nor any of the foregoing officers or directors
of AIMCO have been a party to a civil proceeding of a judicial or
administrative body of a competent jurisdiction and as a result of such
proceeding was or is subject to judgment, decree or final order enjoining
activities subject to federal or state securities laws or finding any
violation with respect to such laws.
(f) Both of the above officers and directors are citizens of the United
States.
Item 3. Source and Amount of Funds or Other Consideration
The funds used for purchases reported herein were obtained from the general
funds of Alphi. From time to time, Alphi borrows funds to purchase various
securities, including the Shares, through a customary margin account with
Bear Stearns & Co., Inc. ("Bear Stearns"). Alphi's obligations under the
margin account with Bear Stearns are secured by commingled equity securities
of other issuers as well as of the Shares of the Company. An unidentifiable
part of the purchase price for the Shares may have included funds borrowed
from Bear Stearns. A copy of the margin agreement with Bear Stearns is
attached as Exhibit A.
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AIMCO has no ownership interest in the funds or property of Alphi,
except for its interest as general partner of Alphi. The above mentioned
individual officers and directors of AIMCO own limited partnership interests
in Alphi.
Item 4. Purposes of Transaction
The purchases reported herein were made as an investment. Subject to a
continuing review of the prospects of the Company and depending on market
conditions, economic conditions and other relevant factors, Alphi may in the
future purchase additional Shares or dispose of Shares.
Alphi does not have any present plans or proposals which would relate
to or result in transactions of the kind described in paragraphs (a)
through (j) of Item 4 of Rule 13d-101 of the Securities and Exchange
Commission. In the future, however, it reserves the right to adopt such
plans or proposals subject to applicable regulatory requirements, if any.
Item 5. Interest in Securities of the Issuer
(a) Alphi is the beneficial owner of 384,200 Shares, which is 7.0% of
the 5,458,022 Shares of the Company deemed to be outstanding as of
February 14, 1996.
(b) AIMCO, in its capacity as general partner of Alphi, has the sole
power to vote and sole power to dispose of 384,200 Shares owned by Alphi.
Individual limited partners of Alphi (but not the principals of AIMCO) may
own Shares which are not included in the aggregate number of Shares reported
in Item 5(a) above.
(c) During the sixty (60) days preceding the date hereof, Alphi entered
into the following transactions on behalf of itself:
Date Purchased Number of Shares Purchased Price
02/06/96 35,200 1.96
02/07/96 26,000 2.02
02/09/96 5,000 2.11
02/12/96 20,000 2.14
02/13/96 25,100 2.15
These purchases were open market transactions made on the American Stock
Exchange.
(d) No person other than AIMCO, in its capacity as general partner
of Alphi, has the right to receive nor the power to direct the receipt of
dividends from, or the proceeds from the sale of Shares.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer
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Neither Alphi nor AIMCO has any contracts, arrangements, understandings
or relationships with any person with respect to any securities of the
Company regarding the transfer or voting of such securities, finders fees,
joint ventures, loans or option arrangements, puts or calls, guarantees of
profits, division of profit or loss, or giving or withholding of proxies.
Individual limited partners of Alphi may, from time to time, discuss among
themselves their investment decisions.
Item 7. Material to be Filed as Exhibits
Exhibit A - margin agreement with Bear Stearns
********************
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: February 14, 1996
Alphi Fund L.P.
By: /s/ Philip R. Smith
Philip R. Smith
Secretary of Alphi Investment Management Company, general partner
CUSIP No. 119885200
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EXHIBIT A
Bear, Stearns & Co. Inc.
2 Broadway
New York, N.Y. 10004
CUSTOMER AGREEMENT
Please Read Carefully, Sign and Return
This agreement ("Agreement") sets forth the terms and conditions under which
we, Bear, Stearns & Co. Inc., its successors and assigns ("Bear Stearns")
will maintain your account for purchases and sales of securities and other
property. You understand that if your account is a cash account the
provisions of paragraphs 15 and 16 are not binding upon you unless you
enter into a margin transaction.
1. APPLICABLE LAW AND REGULATIONS. All transactions in you account shall
be subject to all applicable law and the rules and regulations of all
CUSIP No. 119885200
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federal, state and self-regulatory agencies including but not limited to
the Board of Governors of the Federal Reserve System and the constitution,
rules and customs of the exchange or market (and its clearing house) where
executed.
2. SECURITY INTEREST AND LIEN. You agree that Bear Stearns shall have a
continuing security interest in all your property including but not limited
to securities, commodity futures contracts, commercial paper, monies, and
any after acquired property held by it or carried in your accounts, as
security for the payment of all your obligations and liabilities to Bear
Stearns. In the event of a breach or default under this Agreement, Bear
Stearns shall have all rights and remedies available to a secured creditor
under the Uniform Commercial Code of New York as then in effect in
addition to the rights and remedies provided herein or otherwise by law.
3. DEPOSITS ON CASH TRANSACTIONS. If at any time Bear Stearns considers
it necessary for its protection it may in its discretion require you to
deposit cash or collateral in your account to assure due performance
by you of your open contractual commitments.
4. BREACH, BANKRUPTCY OR DEFAULT. Any breach of this Agreement or the
filing of a petition in bankruptcy or for the appointment of a receiver by
or against you or the levy of an attachment against your account(s) with
Bear Stearns, or your death, mental incompetence or dissolution, shall
constitute at Bear Stearns' election, a default by you under all other
agreements which Bear Stearns may then have with you (whether heretofore
or hereafter entered into) for the purchase from you or sale to you of any
property or any other type of transaction. Bear Stearns reserves the right
to sell any and all property in your account(s) with it (either individually
or jointly with others) to buy any or all property which may be short in
such accounts and/or to cancel all outstanding transactions and to offset
any indebtedness in your account against any other account you may have
(either individually or jointly with others) and you shall be liable to Bear
Stearns for any loss and/or costs sustained. Such purchases and/or sales
may be public or private and may be made without notice or advertisement
and in such manner as Bear Stearns may in its discretion determine. At
any such sale or purchase, Bear Stearns may purchase or sell the property
free of any right of redemption.
5. BINDING UPON YOUR ESTATE. You hereby agree that this Agreement and
all the terms thereof shall be binding upon your heirs, executors,
administrators, personal representatives and assigns.
6. FINALITY OF REPORTS. Reports of the execution of orders and statements
of your account shall be conclusive if not objected to in writing within
five days and ten days, respectively, after transmittal to you by mail or
otherwise.
7. RECEIPT OF TRUTH-IN-LENDING. You hereby acknowledge receipt of
Bear Stearns' Truth-in-Lending disclosure statement. You understand that
interest will be charged on any debit balances in accordance with the
methods described in this statement or in any amendment or revision
thereto which may be provided to you.
8. CLEARANCE ACCOUNTS. If Bear Stearns carries your account as clearing
broker by arrangement with another broker through whose courtesy your
account has been introduced, then unless Bear Stearns receives from you
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a written notice to the contrary, Bear Stearns shall accept from such other
broker, without any inquiry or investigation by it (I) orders for the
purchase or sale in account of securities and other property on margin
or otherwise, and (ii) any other instructions concerning said account.
You understand that Bear Stearns shall have no responsibility or liability
to you for any acts or omissions of such other broker, its officers,
employees or agents. Any such broker has authorized us to enter into
this agreement with you on their behalf and the terms and conditions
thereof, including the arbitration provision, shall be applicable to all
matters between such broker and you.
9. COSTS OF COLLECTION. In the event that Bear Stearns has to employ
counsel or a collection agency to collect any debit balance which you owe,
you hereby authorize Bear Stearns to charge you for the reasonable costs
of collection including but not limited to attorneys' fees, court costs and
expenses whatsoever in nature incurred by it in effecting said collection.
10. IMPARTIAL LOTTERY ALLOCATION. You agree that, in the event Bear
Stearns holds on your behalf bonds or preferred stocks in street or bearer
form which are callable in part, you will participate in the impartial
lottery allocation system of the called securities in accordance with
the rules of the New York Stock Exchange, Inc. Further you understand
when the call is favorable no allocation will be made to any account in
which Bear Stearns, its partners or employees have financial interest
until all other customers are satisfied on an impartial lottery basis.
11. WAIVER, ASSIGNMENT AND NOTICES. No term or provision of this
Agreement may be waived or modified unless in writing and signed by the
party against whom such waiver or modification is sought to be enforced.
Bear Stearns' failure to insist at any time upon strict compliance with
this Agreement or with any of the terms hereunder or any continued course
of such conduct on its part shall in no event constitute or be considered a
waiver by Bear Stearns of any of its rights or privileges. This
Agreement contains the entire understanding between you and Bear Stearns
concerning the subject matter of this Agreement. You may not assign your
rights and obligations hereunder without first obtaining the prior written
consent of Bear Stearns. Notice or other communications including margin
calls delivered or mailed to the address given below shall, until Bear
Stearns has received notice in writing of a different address, be deemed
to have been personally delivered to you.
12. NEW YORK LAW TO GOVERN. This Agreement shall be deemed to have been
made in the State of New York and shall be construed, and the rights
and liabilities of the parties determined, in accordance with the laws of
the State of New York.
13. ARBITRATION. It is understood that the following agreement to
arbitrate does not constitute a waiver of the right to seek a judicial
forum where such a waiver would be void under the federal securities
laws. The undersigned agrees, and by carrying an account for the
undersigned you agree, that except as inconsistent with the foregoing
sentence, all controversies which may arise between us concerning any
transaction or the construction, performance or breach of this or any
other agreement between us, whether entered into prior, on or subsequent
to the date hereof, shall be determined by arbitration in accordance with
CUSIP No. 119885200
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the rules, then in effect at the National Association of Securities
Dealers, Inc., the Board of Governors of the New York Stock Exchange,
Inc. or the Board of Governors of the American Stock Exchange, Inc. as
you may elect. If you do not make such election by registered mail
addressed to Bear Stearns at 55 Water Street, New York, New York
10041, Attention: Director Legal and Compliance Department, within five
days after demand by Bear Stearns that you make such election, then Bear
Stearns may make such election. Judgment upon any award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.
14. PARTIAL UNENFORCEABILITY. If any provisions herein are or should
become inconsistent with any present or future law, rule or regulation
of any sovereign government or a regulatory body having jurisdiction
over the subject matter of this Agreement, such provision shall be deemed
to be rescinded or modified in accordance with any such law, rule or
regulation. In all other respects, this Agreement shall continue to remain
in full force and effect.
15. MARGIN IN MARGIN ACCOUNTS ( NOT APPLICABLE TO CASH ACCOUNTS). You hereby
agree to maintain such margins in your margin account as Bear
Stearns may in its discretion require and you agree to pay forthwith on
demand any debit balance owing with respect to any of your margin
accounts, and if not paid this shall be a breach of this Agreement and
Bear Stearns may take such action as it considers necessary for its
protection in accordance with this Agreement. You will be charged
interest on your debit balance which if not paid at the close of an
interest period will be added to the opening balance for the next interest
period. Please consult the Truth-in-Lending disclosure statement for an
outline of Bear Stearns' margin policies.
16. CUSTOMER'S CONSENT TO LOAN OR PLEDGE OF SECURITIES (NOT APPLICABLE TO CASH
ACCOUNTS). You hereby authorize Bear Stearns to lend either to
itself or to others any securities held by Bear Stearns in your margin
account and to carry all such property in its general loans and such
property may be pledged, repledged, hypothecated or rehypothecated
either separately or in common with other such property for any amounts
due to Bear Stearns thereon or for a greater sum, and Bear Stearns shall
have no obligation to retain a like amount of similar property in its
possession and control.
By signing this agreement you acknowledge that the securities in your margin
account may be loaned to Bear Stearns or loaned out to others.
/s/ Alphi Fund LP
/s/ Philip R. Smith, President of General Partner
Philip R. Smith
/s/ Alan I. Goldberg, Chairman of General Partner
Alan I. Goldberg
