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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4 for Robert H. McLean)
Under the Securities Exchange Act of 1934
BFX HOSPITALITY GROUP, INC.
(formerly 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)
October 8, 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 [_].
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
SC
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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 635,401
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 635,401
Reporting
Person -------------------------------------------------------------------
10. Shared Dispositive Power
-0-
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11. Aggregate Amount Beneficially owned by Reporting Persons
315,570 Actual Ownership
300,000 Stock Options
4,831 ESOP Shares
15,000 Shares held in a trust of which Reporting Person is trustee
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635,401
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12. Check Box if the Aggregate Amount of (11) Excludes ______ Certain
Shares
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13. Percent of Class Represented by Amount of Row (11)
10.61%, based on the 5,690,098 Shares outstanding as of October 24,
1997 plus 300,000. shares represented by the options currently
exercisable by Mr. McLean
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14. Type of Report Person
IN
CUSIP No. 119885200
PAGE 3
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THE STATEMENT ON SCHEDULE 13D
FOR ROBERT H. MCLEAN IS AMENDED AS FOLLOWS:
--------------------------
Item 5. is amended in its entirety as follows:
Item 5. Interest in Securities of the Issuer.
(a) Mr. McLean beneficially owns a total of 635,401 shares of the Common
Stock of Issuer, or approximately 10.61% of all issued and outstanding
shares of common stock as of October 24, 1997. This figure includes
315,570 shares actually issued to Mr. McLean in his name, 4,831 shares
owned by Issuer's Employee Stock Option Plan, which have been
allocated to and are voted by Mr. McLean, 15,000 shares owned by a
trust of which Mr. McLean is trustee, and 300,000 shares represented
by currently exercisable stock options.
(b) Mr. McLean has the sole power to vote or to direct the vote of 635,401
shares of Issuer Common Stock and the sole power to dispose or direct
the disposition of 635,401 shares of Issuer common stock.
(c) During the past 60 days, Mr. McLean tendered to Issuer 284,430 shares
of Issuer's Common Stock pursuant to the Agreement between Issuer and
Mr. McLean dated October 8, 1997 a true and correct copy of which is
attached hereto as Exhibit "1" which agreement was amended by the
Amendment No. 1 to Agreement dated as of October 21, 1997, a true and
correct copy of which is attached hereto as Exhibit "2".
(d) None.
(e) Not applicable.
Item 7. is amended to add the following:
Item 7. Material to be Filed as Exhibits.
(a) Exhibit "1" - A true and correct copy of Agreement between Issuer
and Mr. McLean dated October 8, 1997.
(b) Exhibit "2" - A true and correct copy of the Amendment of Agreement
dated as of October 21, 1997.
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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: October 24, 1997.
/s/ Robert H. McLean
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ROBERT H. McLEAN
PAGE 5
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EXHIBIT "1"
AGREEMENT
THIS AGREEMENT made and entered into as of October 8, 1997, by and between
BFX HOSPITALITY GROUP, INC. ("Company") and ROBERT H. McLEAN ("McLean").
WHEREAS, on March 21, 1997, McLean exercised options covering 500,000
shares of the Company's common stock and in payment for such shares executed and
delivered to the Company a Promissory Note in the original principal sum of
Seven Hundred Seventy Four Thousand Dollars ($774,000.00), bearing interest at
the rate of eight percent (8%) per annum, and due and payable in full on March
21, 1998 (the "Note"); and
WHEREAS, pursuant to a Pledge Agreement dated March 21, 1997, McLean
pledged the shares acquired through the exercise of such options as security for
the payment of the Note; and
WHEREAS, pursuant to the terms of the Note, McLean may pay the Note by the
delivery of shares of the Company's common stock valued at the current market
value for such stock; and
WHEREAS, McLean incurred significant tax liability in connection with the
exercise of his options, and will incur additional tax liability if the shares
of stock acquired by McLean are sold or tendered to the Company in order to pay
his Note; and
WHEREAS, the Company recognizes that McLean's exercise of his stock options
on March 21, 1997 was done so in part to combat the disruptive and costly
activities of Steel Partners, Ryback Management Corporation, Warren Lichtenstein
and others, which threatened the integrity of the Company and its Business Plan,
and the Company further acknowledges that it received tax benefits of
approximately $177,100.00 as a result of McLean's exercise of his stock options;
and
WHEREAS, in order to alleviate some of the tax and financial burden
incurred by McLean in connection with his exercise of the option, McLean has
requested the Company to pay and discharge certain of the tax liabilities of
McLean in return for McLean tendering additional shares equal in value to the
amount of such tax liability the Company has been requested to pay on behalf of
McLean;
NOW, THEREFORE, based upon the premises and other good and valuable
consideration, the Company and McLean agree as follows:
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1. McLean hereby tenders to the Company 287,017 shares of the Company's
$.05 par value common stock, with a fair market value as of October 8, 1997 of
$4.13 per share (based on the closing price for a share of the Company's common
stock on the American Stock Exchange on such date) for a total aggregate value
of One Million One Hundred Eighty Five Thousand Three Hundred Eighty and No/100
Dollars ($1,185,380.00) in complete payment and discharge of the following:
a. The entire principal balance of the Note of Seven Hundred Seventy
Four Thousand Dollars ($774,000.00) plus accrued interest through
October 8, 1997 of $34,098.00; and
b. The amount of net cash to be paid by the Company in discharge of
McLean's tax liabilities with respect to the income recognized by
McLean when the subject options were exercised, the capital gains
tax on the shares being hereby tendered, and the additional
income to be recognized as described in paragraph 1. above by
McLean with respect to the Company's payment of McLean's tax
liability in the aggregate amount of $377,282.00.
2. McLean's tender of such 287,017 shares of the Company's $.05 par value
common stock is expressly subject to the Company's payment and discharge of
McLean's tax liability. In the event the Board of Directors of the Company does
not authorize and approve the Company's payment and discharge of McLean's tax
liability as described herein, the Company shall immediately return the shares
tendered pursuant to the terms hereof.
3. Attached hereto as Exhibit "A" and made a part hereof, is a complete
analysis and recapitulation of the transaction described herein.
4. If, as and when the Board of Directors of the Company approves the
transaction described herein, the Company shall deliver the original of the Note
to McLean marked "Paid in Full," terminate the Pledge Agreement, and deliver to
McLean any shares held by the Company in excess of those necessary to fulfill
the obligation of McLean as set forth above.
EXECUTED as of October 8, 1997.
BFX HOSPITALITY GROUP, INC.
By: /s/ Robert Korman
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Vice President and Chief Financial Officer
/s/ Robert H. McLean
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Robert H. McLean
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EXHIBIT A
Shares returned at $4.13 per: as of 10/8/97
RHM
<TABLE>
<CAPTION>
<S> <C>
# shares note & int. 195,666
# shares taxes 91,351
# shares total 287,017
cash BFX paid for tax 377,282
tax saved by BFX for opt. deduct 177,100
net cash 200,182
$ interest 34,098
$ principal 774,000
$ tax 377,282
$ total 1,185,380
</TABLE>
<PAGE>
Exhibit "2"
AMENDMENT NO. 1 TO AGREEMENT
This Amendment No. 1 to Agreement is made and entered into as of October
21, 1997, by and between BFX Hospitality Group, Inc. ("Company") and Robert H.
McLean ("McLean").
WHEREAS, Company and McLean entered into an agreement dated as of
October 8, 1997 (the "Agreement"), under the terms of which McLean tendered to
the Company 287,017 shares of the Company's $.05 par value common stock in
payment of certain obligations of McLean to Company; and
WHEREAS, included in such obligations was the payment of one certain
promissory note in the original principal sum of $774,000.00 (the "Note"),
together with accrued interest thereon of $34,098.00; and
WHEREAS, the board of directors of the Company has determined to waive
the interest on the Note retroactive to March 22, 1997; and
WHEREAS, this Amendment No. 1 to Agreement is intended to give effect to
the Company's waiver of such interest charges.
NOW, THEREFORE, based upon the premises, Company and McLean agree as
follows:
1. Paragraph 1 of the Agreement is amended in its entirety to read
as follows:
"1. McLean hereby tenders to the Company 284,430 shares of the
Company's $.05 par value common stock, with a fair market value as
of October 8, 1997 of $4.13 per share (based on the closing price
per share of the Company's common stock on the American Stock
Exchange on such date) for a total aggregate value of One Million
One Hundred Seventy-Four Thousand Six Hundred Ninety-Five and
No/100 Dollars ($1,174,695.00) in complete payment and discharge of
the following:
"a. The entire principal balance of the Note of Seven Hundred
Seventy-Four Thousand and No/100 Dollars ($774,000.00), with
any interest charges thereon being waived; and
"b. The amount of net cash to be paid by the Company in discharge
of McLean's tax liabilities with respect to the
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income recognized by McLean when the subject options were
exercised, the capital gains tax on the shares being hereby
tendered, and the additional income to be recognized as
described in paragraph 1 above by McLean with respect to the
Company's payment of McLean's tax liability in the aggregate
amount of $400,695.00."
2. The first sentence of paragraph 2 of the Agreement is amended in its
entirety to read as follows:
"2. McLean's tender of such 284,430 of the Company's $.05 par
value common stock is expressly subject to the Company's payment and
discharge of McLean's tax liability."
3. The Exhibit "A" attached hereto and made a part hereof shall be in
complete substitution for the Exhibit "A" attached to the Agreement.
4. Except as amended herein, the Agreement shall remain unmodified and in
full force and effect.
This Amendment No. 1 to Agreement is executed as of October 21, 1997.
BFX HOSPITALITY GROUP, INC.
By: /s/ Robert Korman
------------------
Robert Korman, Vice President
and Chief Financial Officer
/s/ Robert H. McLean
--------------------
ROBERT H. McLEAN
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EXHIBIT 'A'
Shares returned at $4.13 per; as of 10/8/97
<TABLE>
<CAPTION>
<S> <C>
# shares note 187,409
# shares taxes 97,021
# shares total 284,430
cash BFX paid for tax 409,996
tax saved by BFX for opt. deduct 177,100
net cash 232,898
$ interest -0-
$ principal 774,000
$ tax 400,695
$ total 1,174,695
</TABLE>
