SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5) (1)
BUFFTON CORPORATION
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(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of class of securities)
119885200
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(CUSIP number)
STEVEN WOLOSKY, ESQUIRE
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
January 16, 1997
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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
/ /.
NOTE. six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
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CUSIP No. 119885200 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
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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 ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 655,300
OWNED BY ---------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
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9 SOLE DISPOSITIVE POWER
655,300
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
655,300
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 119885200 13D Page 3 of 7 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN G. LICHTENSTEIN
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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 ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 655,300
OWNED BY ---------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
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9 SOLE DISPOSITIVE POWER
655,300
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
655,300
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 119885200 13D Page 4 of 7 Pages
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This constitutes Amendment No. 5 ("Amendment No. 5") to the Schedule
13D filed by the undersigned and most recently Amended by Amendment No. 4 on or
about August 7, 1995. This Amendment No. 5 is being filed by the Reporting
Persons, to report, among other things, (a) the purchase on January 16, 1997 by
Steel Partners II, L.P. ("Steel Partners II") from Quota Funds N.V. ("Quota") of
114,650 shares of Common Stock of the Issuer, which shares were managed by Steel
Partners Services, Ltd. ("Services") pursuant to an investor advisory contract
(the "Services Contract") between Services and Quota. As a result of this
purchase, Services no longer has voting or dispositive power over the Shares
acquired by Steel Partners II from the account of Quota and (b) that Mr.
Lawrence Butler is no longer a member or officer of Steel Partners, L.L.C.
("Partners LLC"), the general partner of Steel Partners II. Defined terms shall
have the meaning specified in the Schedule 13D, except as otherwise provided
herein. This Amendment No. 5 amends or supplements the Schedule 13D as
specifically set forth.
Item 2 is amended in its entirety to read as follows:
Item 2. Identity and Background.
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(a) This Statement is filed by Steel Partners II, L.P., a Delaware
limited partnership ("Steel Partners II"), and Warren G. Lichtenstein.
Steel Partners, L.L.C., a Delaware limited liability company ("Partners
LLC"), is the general partner of Steel Partners II. The sole executive officer
and managing member of Partners LLC is Warren Lichtenstein, Chairman of the
Board, Chief Executive Officer and Secretary.
The sole executive officer, director and stockholder of Services is
Warren Lichtenstein who is Chairman of the Board, Chief Executive Officer and
Secretary.
Each of the foregoing are referred to as a "Reporting Person" and
collectively as the "Reporting Persons". By virtue of his position with Steel
Partners II, Mr. Lichtenstein has the power to vote and dispose of the Issuer's
Shares owned by Steel Partners II. 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.
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CUSIP No. 119885200 13D Page 5 of 7 Pages
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(c) The principal business of Steel Partners II is investing in the
securities of microcap companies. The principal occupation of Mr. Lichtenstein
is investing in securities of microcap companies.
(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 as a result of such proceeding was 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.
(f) Mr. Lichtenstein is a citizen of the United States of America.
Item 3 is amended to read in its entirety to read as follows:
Item 3. Source and Amount of Funds or Other Consideration.
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The aggregate purchase price of the 655,300 Shares owned by Steel
Partners II is approximately $1,087,768. The Shares owned by Steel Partners II
were acquired with partnership funds.
Item 4 is amended by adding the following:
Item 4. Purpose of Transaction.
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Steel Partners II continues to have discussions with the management of
Buffton Corporation, a Delaware corporation (the "Company"), regarding the
potential sale, spinoff or public offering of the Company's power supply
business and encourages the Company's management to continue to explore those
alternatives as well as a stock repurchase progam as a means of enhancing
stockholder value.
Item 5(a), (b) and (d) are amended to read as follows:
Item 5. Interest in Securities of the Issuer.
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(a) The aggregate percentage of Shares of Common Stock reported owned
by each person named herein is based upon 6,543,528 Shares outstanding, which is
the total number of Shares of Common
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CUSIP No. 119885200 13D Page 6 of 7 Pages
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Stock outstanding as reported in the Issuer's Form 10-Q for the quarter ended
September 30, 1996. As of the close of business on January 1, 1997, Steel
Partners II beneficially owns 655,300 Shares of Common Stock, constituting
approximately 10.0% of the Shares outstanding. Mr. Lichtenstein beneficially
owns 655,300 Shares, representing approximately 10.0% of the Shares outstanding,
by virtue of his authority to vote and dispose of the 655,300 Shares owned by
Steel Partners II.
(b) By virtue of his position with Steel Partners II, Mr. Lichtenstein
has the sole power to vote and dispose of the Shares reported in Schedule 13D.
(d) 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 Common Stock.
Item 5(c) is amended by adding the following:
(c) On January 16, 1997, Steel Partners II purchased the 114,650
Shares of the Issuer acquired for the account of Quota for $243,631.25, or
$2.125 per share. Other than set forth above, no Reporting Person has engaged in
transactions in the Issuer's Common Stock within the past sixty days.
<PAGE>
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CUSIP No. 119885200 13D Page 7 of 7 Pages
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SIGNATURE
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: January 21, 1997
STEEL PARTNERS II, L.P.,
By: STEEL PARTNERS, L.L.C.,
general partner
By: /s/ Warren G. Lichtenstein
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Warren G. Lichtenstein,
Chief Executive Officer
By: /s/ Warren G. Lichtenstein
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Warren G. Lichtenstein
