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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT APRIL 7, 1997
(DATE OF EARLIEST EVENT REPORTED)
BUFFTON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COMMISSION FILE NUMBER 001-09822
DELAWARE 75-1732794
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION)
226 BAILEY AVENUE
SUITE 101
FORT WORTH, TEXAS 76107
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (817) 332-4761
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ITEM 5. OTHER EVENTS
On April 7, 1997, the Board of Directors of Buffton Corporation, a Delaware
corporation (the "Company"), adopted an amendment to the Bylaws of the Company
by adding thereto a new Section 1.10 which reads in its entirety as follows:
"1.10 STOCKHOLDER ACTION WITHOUT MEETING. Any action required by the
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Delaware General Corporation Law to be taken at any annual or special
meeting of stockholders of the Corporation, or any action which may be
taken at any annual or special meeting of stockholders of the Corporation,
may be taken without a meeting, without prior notice and without a vote, if
a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted.
Notice of any such action shall be given in accordance with the
requirements of the Delaware General Corporation Law.
In order that the Corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which date shall not be more than ten (10) days
after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. Any stockholder of record seeking to have the
stockholders authorize or take corporate action by written consent shall,
by written notice to the Secretary, request the Board of Directors to fix a
record date. The Board of Directors shall within ten (10) days after the
date on which such a request is received, adopt a resolution fixing the
record date. If no record date has been fixed by the Board of Directors
within ten (10) days of the date on which such a request is received, the
record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is required by applicable law, shall be the first date on which
a signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation by delivery to its registered office
in the State of Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
stockholders meetings are recorded, to the attention of the Secretary of
the Corporation. Delivery shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the
Board of Directors and prior action by the Board of Directors is required
by applicable law, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting shall be at the
close of business on the date on which the Board of Directors adopts the
resolution taking such prior action.
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In the event of the delivery of a written consent or consents
purporting to authorize or take corporate action and/or related revocations
(each such written consent and related revocation is referred to in this
Section 1.10 as a "Consent"), the Secretary shall provide for the
safekeeping of such Consent and shall immediately appoint duly qualified
and objective inspectors to conduct, as promptly as practical, such
reasonable ministerial review as the Corporation shall deem necessary or
appropriate for the purpose of ascertaining the sufficiency and validity of
such Consent and all matters incident thereto, including, without
limitation, whether holders of shares having the requisite voting power to
authorize or take the action specified in the Consent have given consent.
If after such investigation the Secretary shall determine that the Consent
is valid, that fact shall be certified on the records of the corporation
kept for the purpose of recording the proceedings of meetings of
stockholders, and the consent shall be filed in such records, at which time
the Consent shall become effective as stockholder action."
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BUFFTON CORPORATION
Dated: April 14, 1997 By: /s/ Robert H. McLean
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Robert H. McLean, Chairman of the Board,
President and Chief Executive Officer
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