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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1 for Robert H. McLean)
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 15, 1996
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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 _______.
Check the following box if a fee is being paid with the
statement ______.
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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 604,831
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 604,831
Reporting
Person -----------------------------------------------------------------
10. Shared Dispositive Power
-0-
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11. Aggregate Amount Beneficially owned by Reporting Persons
100,000 Actual Ownership
500,000 Stock Options
4,831 ESOP Shares
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604,831
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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)
8.49%, based on the 6,622,278 Shares currently outstanding, plus
500,000 Shares represented by the options currently exercisable
by 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 relates 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).
(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.
Since the date of Mr. McLean's most recent filing on Schedule 13D, 50,000
shares of Issuer's Common Stock were issued to Mr. McLean in his name by the
Issuer, representing a restricted stock bonus for services rendered to Issuer
awarded Mr. McLean by the Board of Directors of Issuer on August 2, 1995.
Additionally, since the date of Mr. McLean most recent filing on Schedule 13D,
stock options covering 50,000 shares of Issuer's Common Stock granted on August
2, 1995 under Issuer's Equity Participation Plan became exercisable on
February 3,
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1996 and currently exercisable stock options covering 200,000 shares of Issuer's
Common Stock were granted to Mr. McLean on August 15, 1996 under Issuer's Equity
Participation Plan of 1996.
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 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 604,831 shares of the Common
Stock of issuer, or approximately 8.49% of all issued and outstanding
shares of common stock. This figure includes 100,000 shares actually
issued to Mr. McLean in his name, 500,000 shares represented by
currently exercisable stock options granted Mr. McLean under stock
option plans maintained by Issuer, and 4,831 shares owned by Issuer's
Employee Stock Option Plan, which have been allocated to and are voted
by Mr. McLean.
(b) Mr. McLean has the sole power to vote or to direct the vote of 604,831
shares of Issuer Common Stock and the sole power to dispose or direct
the disposition of 604,831 shares of Issuer common stock.
(c) During the past 60 days, Mr. McLean was granted options covering
200,000 of Issuer's Common Stock, at an exercise price of $1.62 per
share under Issuer's Equity Participation Plan of 1996 and such
options are currently exercisable. Mr. McLean has not exercised any
of such options as of the date hereof.
(d) None.
(e) Not applicable.
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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 300,000 shares of the Issuer's common stock at an exercise
price of $1.50 per share, and 200,000 shares of issuer's common stock at an
exercise price of $1.62 per share.
Item 7. Material to be Filed as Exhibits.
(a) Exhibit "1" - Non-Qualified Option Agreement dated August 15, 1996.
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: September 9, 1996
/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") made and effective as of the 15th
day of August, 1996, 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 Equity Participation Plan of
1996, adopted by the Board of Directors on August 15, 1996, (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 and option (the "Option") to purchase an aggregate of 200,000 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.
2. Purchase Price. The purchase price of the Shares covered by the
Option shall be $1.62 per Share.
3. Term of Option. The term of the Option shall be for a period of five
(5) years from the date hereof.
4. Exercise of Option. From and after August 15, 1996, the Option 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 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
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instructions. The Company shall pay all expenses incurred by it in connection
with the preparation, issuance and delivery of Options under this Paragraph.
6. Anti-Dilution Provisions.
(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 s
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
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 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).
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(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 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 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 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
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, 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
this Agreement, the Option may be exercised by written notice delivered in
person or by first class
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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 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 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 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
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
benefit of the respective heirs, executors, administrators and successors of the
parties hereto.
14. Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Delaware.
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15. Headings. Headings are for the convenience of the parties are not
deemed to be part of this Agreement.
16. Plan. The terms and provisions of the Plan are incorporated herein by
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. The Options granted hereunder are valid and enforceable regardless
of whether or not the Plan has been approved by the shareholders of the
Corporation.
EXECUTED as of the day and year first written above.
EMPLOYER: BUFFTON CORPORATION:
By: /s/ Robert H. McLean
______________________________________
Chairman of the Board and President
EMPLOYEE:
By: /s/ Robert H. McLean
______________________________________
ROBERT H. McLEAN, Individually
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