<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, 1995
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, 1995 and 1994 ................. F-2
Statements of Changes in Net Assets
Available for Plan Benefits
for the years ended December 31, 1995,
1994 and 1993 .............................. F-3
Notes to Financial Statements .............. F-4
Schedule I - Schedule of Assets Held
for Investment Purposes - Item 27a ......... F-7
(b) Exhibits
None
2
<PAGE>
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 1995 Plan Year
June 12, 1996 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
<PAGE>
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 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, 1995 and
1994, and the changes in its financial status for each of the three years in the
period ended December 31, 1995, 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 is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by ERISA. 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
June 12,1996
Fort Worth, Texas
F-1
<PAGE>
EMPLOYEE STOCK OWNERSHIP PLAN
OF
BUFFTON CORPORATION
STATEMENTS OF NET ASSETS AVAILABLE
FOR PLAN BENEFITS
December 31,
________________________________________
<TABLE>
<CAPTION>
<S> <C> <C>
Assets 1995 1994
- ---------- ------------ ---------------
Investments in common stock
of Buffton Corporation,
valued at market
of $1.6875 and $1.375 per share,
respectively $81,808 $128,522
Receivables - other due from employer 296 296
Cash -- 397
------------ ---------------
Total Assets 82,104 129,215
------------ ---------------
Liabilities -- --
- --------------- ------------ ---------------
Net assets available for
plan benefits $82,104 $129,215
============ ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
EMPLOYEE STOCK OWNERSHIP PLAN
OF
BUFFTON CORPORATION
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
For the Years Ended December 31,
________________________________________
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1995 1994 1993
------------ --------------- --------------
Increase (decrease) in net assets:
Unrealized gain (loss) in market value
of Buffton Corporation common stock $15,150 ($5,842) $126,042
Realized gain on shares issued to
participants 3,502 8,864 --
Shares issued to participants (65,366) (164,396) --
Other (expense) income (397) 15 --
------------ --------------- --------------
(47,111) (161,359) 126,042
Net assets available for plan
benefits:
Beginning of year 129,215 290,574 164,532
------------ --------------- --------------
End of period $82,104 $129,215 $290,574
=========== ============== =============
</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.
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
<PAGE>
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, 1995 and 1994 which were $1.69 and $1.38, 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 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 June 12 ,1996
was $1.88.
Funding Policy
- --------------
There were no employer contributions during 1995 or 1994. Participants are not
required to make contributions to the Plan.
Note 3 - Issuance of Shares
- ---------------------------
In several transactions during the 1995 and 1994 plan years, the Plan issued a
total of 44,992 and 108,196 shares, respectively, 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, 1994 and December 31, 1993,
respectively, these transactions resulted in a net realized gain of $3,502 and
$8,864, respectively, to the Plan
During the period January to May 1996, the Plan issued a total of 1,111 shares
to participants who terminated prior to December 31, 1994. 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, 1995, these transactions resulted in
a net realized gain of $625 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 27a
December 31, 1995
<TABLE>
<CAPTION>
Expense
Identity Incurred Current
of Party Description with Cost of Value of
Involved of Asset Transaction Asset Asset
- -------- -------- ----------- ----- -----
<S> <C> <C> <C> <C>
Company* Aggregate
purchase of
48,479
shares of
common $ -- $225,330 $81,808
stock
</TABLE>
*Party-in-Interest
F-7
<PAGE>
Schedule I
EMPLOYEE STOCK OWNERSHIP PLAN
OF
BUFFTON CORPORATION
SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES - Item 27a
December 31, 1994
<TABLE>
<CAPTION>
Expense
Identity Incurred Current
of Party Description with Cost of Value of
Involved of Asset Transaction Asset Asset
- -------- -------- ----------- ----- -----
<S> <C> <C> <C> <C>
Company* Aggregate
purchase of
93,471
shares of
common $ -- $434,238 $128,522
stock
</TABLE>
*Party-in-Interest
F-8
