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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 AUGUST 18, 1997
(DATE OF EARLIEST EVENT REPORTED)
BFX HOSPITALITY GROUP, INC.
(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
(LETTERHEAD OF BFX HOSPITALITY GROUP, INC. APPEARS HERE)
JOINT PRESS RELEASE
For Immediate Release:
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BFX HOSPITALITY GROUP, INC.
(FORMERLY BUFFTON CORPORATION)
ANNOUNCES REPURCHASE OF 21% OF ITS OUTSTANDING COMMON STOCK
AND SETTLEMENT OF STEEL AND
RYBACK LITIGATION
August 19, 1997, BFX Hospitality Group, Inc. ("BFX - AMEX") today announced
the settlement of its litigation against Steel Partners II, L.P. and Ryback
Management Corporation, in which BFX had alleged among other things, that Steel,
Ryback and others had been operating as a "group" under section 13(d) of the
Securities Exchange Act. The defendants have denied all of the allegations of
wrongful or unlawful conduct asserted in the litigation. Under the terms of the
settlement, Ryback's shares of BFX common stock were purchased by Buffton for
total consideration of $2,240,200; Steel's shares of BFX common stock were
purchased by Buffton for total consideration of $1,638,250, a figure which
includes the reimbursement of certain expenditures incurred by Steel Partners.
The 1,629,300 shares of BFX common stock by Steel and Ryback were thus acquired
for total consideration of $3,878,450, or $2.38 per share. The repurchased
shares will be held by BFX as treasury shares, reducing the total number of
outstanding shares of BFX common stock from 7,663,728 to 6,034,428. In addition,
the defendants have agreed that for a period of ten years none of them or their
affiliates or associates will, among other things, purchase Buffton securities,
solicit proxies with respect to Buffton's voting securities, or form or
participate in any group with respect to Buffton's securities.
Lawrence Callahan of Ryback stated: "We have supported BFX management and
in fact voted for the current board at the most recent annual meeting. We are
pleased to have any misunderstandings clarified so promptly and are grateful to
have the litigation resolved."
Warren Lichtenstein, Chairman of Steel Partners, said: "We are grateful to
have had an opportunity to meet directly with BFX management and give them our
assurance that we never formed a "group" with Ryback and our assurance that we
intended nothing hostile to their ongoing operation of the Company."
Robert H. McLean, Chairman of BFX commented: "We went to Court to protect
BFX's shareholders and we are thoroughly satisfied that this settlement is a
positive step forward for the Company. With the Company's purchase of the shares
owned by Steel
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and Ryback and under other terms of the settlement, we are confident that no
"group" exists or will exist in the future between Steel Partners and Ryback
Management."
Contact:
BFX: Robert Korman, Vice President & Chief Financial Officer
226 Bailey Avenue, Suite 101
Fort Worth, Texas 76107
(817) 332-4761
BFX HOSPITALITY GROUP, INC.
Dated: August 29, 1997 By: /s/ Robert Korman
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Robert Korman, Vice President
and Chief Financial Officer
