<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
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Check the appropriate box:
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Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
BUFFTON CORPORATION
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(Name of Registrant as Specified In Its Charter)
BUFFTON CORPORATION
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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$25,500,000 - sale price ____________________________________________
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$25,500,000 _________________________________________________________
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EXHIBIT 99.1
[LETTERHEAD FOR BUFFTON CORPORATION APPEARS HERE]
PRESS RELEASE
FOR IMMEDIATE RELEASE:
- ----------------------
BUFFTON CORPORATION COMMENCES FEDERAL SECURITIES
LITIGATION AGAINST WARREN G. LICHTENSTEIN, STEEL PARTNERS AND
RYBACK MANAGEMENT CORPORATION
FORT WORTH, TEXAS, April 15, 1997 - Buffton Corporation (ASE-"BFX"),
announced today that it has filed a lawsuit in federal court alleging that
Warren G. Lichtenstein, Steel Partners, Ryback Management Corporation (an
affiliate of the Lindner mutual funds) and certain individuals affiliated with
Warren G. Lichtenstein and Steel Partners have violated federal securities laws
in connection with their acquisition of Buffton Corporation stock.
In its complaint, Buffton alleges that Steel Partners has violated Sections
13(d) of the Securities Exchange Act of 1934 by, among other things, filing
false and misleading Schedules 13D that failed to disclose Steel Partners'
purpose to exercise control over Buffton and that Warren G. Lichtenstein and
Steel Partners have been acting in concert with Ryback. The complaint further
alleges that Steel Partners and Ryback acquired significant amounts of Buffton
Stock while in possession of material, non-public information about the pending
sale of Buffton's power quality products business, Current Technology, Inc., and
that Ryback has also violated the federal securities laws by failing to file a
Schedule 13D disclosing the full extent of its holdings of Buffton stock and its
agreements with Warren G. Lichtenstein and Steel Partners.
The Buffton complaint seeks, among other things, to have the court require
the defendants to file complete and accurate disclosure documents and to prevent
the defendants from acquiring additional shares of Buffton stock or voting their
unlawfully obtained shares. The complaint also seeks a declaration that the
activities of the defendants have triggered provisions in the Buffton
shareholder rights
<PAGE>
agreement that entitles shareholders other than the defendants and other members
of their group to receive rights to purchase approximately $57 worth of
additional Buffton stock for an exercise price of $28.50.
In making the announcement, Robert H. McLean, Chief Executive Officer of
Buffton, stated, "It is unfortunate that, at a time when Buffton is making some
very attractive business changes related to our hospitality business and
divestment of Current Technology, we are forced to undertake expensive
ligitation against a group intent on pursuing their own hidden agenda."
Buffton Corporation is a diversified group of companies with operations in
the Hospitality and Electrical Products industries with shares traded on the
American Stock Exchange under the trading symbol "BFX".
For more information, contact:
Robert Korman, Vice President and Chief Financial Officer
226 Bailey Avenue, Suite 101
Fort Worth, Texas 76107
817/332-4761
<PAGE>
EXHIBIT 99.2
[LETTERHEAD OF BUFFTON CORPORATION APPEARS HERE]
PRESS RELEASE
BUFFTON CORPORATION ANNOUNCES
PROPOSED EXPEDITED REMEDY FOR SUPERFUND SITE
FORT WORTH, TEXAS, April 25, 1997 - -Robert H. McLean, Chief Executive Officer
of Buffton Corporation (ASE- "BFX"), announced today that the Environmental
Protection Agency ("EPA") has issued a Proposed Plan setting forth a preferred,
expedited remedy regarding the Company's Vestal, New York Superfund site and
modifying the previously selected remedy included in the March 31, 1992 Record
of Decision. The Proposed Plan allows 30 days for a public comment period.
Mr. McLean stated, "The new expedited remedy consists of soil removal and
treatment from two areas of the property instead of the construction of a
treatment plant and ongoing monitoring of the property for 15 to 30 years. This
new remedy will hopefully allow us to correct the problem at the site and return
the property to a marketable condition in a more timely manner."
Mr. McLean continued, "The cost of this new expedited remedy, as estimated
by the EPA, will be approximately $3,000,000 most of which will be incurred over
the next 24 months. We have a substantial amount of dirt to remove and treat.
The Company will reserve for this expense during its third quarter ending June
30, 1997. In addition, as a result of the revised remedy the Company will
expense an additional $870,000 in costs previously capitalized in regard to the
original remedy. As a result, the Company will record a charge of approximately
$.33 per share in its third quarter ending June 30, 1997."
Mr. McLean concluded, "After 12 years of working with the EPA investigating
the Company's Vestal, New York superfund site we are finally close at hand with
a remedy that should resolve this problem and free the Company from the burden
of uncertainty that has negatively affected the Company for so many years."
Buffton corporation is a diversified group of companies with operations in the
Hospitality and Electrical Products industries with its shares traded on the
American Stock Exchange under the trading symbol "BFX."
For more information, contact:
Robert Korman, Vice President & Chief Financial Officer
226 Bailey, Suite 101
Fort Worth, Texas 76107
817/332-4761
#####
<PAGE>
EXHIBIT 99.3
[LETTERHEAD OF BUFFTON CORPORATION APPEARS HERE]
PRESS RELEASE
FOR IMMEDIATE RELEASE:
- ----------------------
BUFFTON CORPORATION
ANNOUNCES SECOND QUARTER RESULTS
FORT WORTH, TEXAS, April 28, 1997 -- Robert H. McLean, Chief Executive
Officer of Buffton Corporation (ASE - "BFX"), announced today net income of
$601,000, or $.09 per share, on revenues of $7,326,000 for its second quarter
ended March 31, 1997. For the same period last year, net income was $209,000,
or $.03 per share, on revenues of $5,972,000.
For the six months ended March 31, 1997, net income was $714,000 or $.11
per share on revenues of $13,295,000. For the same period last year, net income
was $526,000 or $.09 per share on revenues of $11,308,000.
In making the announcement, Mr. McLean stated, "Earnings during the current
quarter were positively affected by increased earnings at both Current
Technology, Inc. and BFX Hospitality Group, Inc.. This improvement was achieved
in spite of continuing expenses incurred in connection with positioning the
Company's hospitality operations for growth. We are pleased with the progress of
the existing operations of BFX Hospitality Group, Inc., which in all instances
showed increased revenues and operating profits over the prior year's quarter.
For the current six month period the operations of BFX Hospitality, Group, Inc.
represent approximately 40% of revenues and have generated $1,130,000 in cash
flow (operating profit plus depreciation and amortization) at the operating
level before corporate expenses. "
Mr. McLean concluded, "Progress toward the completion of the second Cabo
unit located in downtown Houston as well as Sweetwaters, the new steakhouse
concept to be located in the Stockyards Hotel property, should result in both of
these operations being opened during our current fiscal year. In addition, we
are in the process of finalizing a new lease commitment for our third Cabo unit
to be located in downtown Fort Worth's Sundance Square."
For more information, contact:
Robert Korman, Vice President & Chief Financial Officer
226 Bailey, Suite 101
Fort Worth, Texas 76107
817/332-4761
#####
<PAGE>
BUFFTON CORPORATION
EARNINGS SUMMARY
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
------------------ -----------------
1997 1996 1997 1996
------ ------ ------- -------
<S> <C> <C> <C> <C>
Net revenues $7,326 $5,972 $13,295 $11,308
------ ------ ------- -------
Net income $ 601 $ 209 $ 714 $ 526
------ ------ ------- -------
Net income per average
common share $ .09 $ .03 $ .11 $ .09
------ ------ ------- -------
Net income per fully
diluted common share $ .09 $ .03 $ .10 $ .09
------ ------ ------- -------
</TABLE>
Buffton Corporation is a diversified group of companies with operations in the
Hospitality and Electrical Products industries with shares traded on the
American Stock Exchange under the trading symbol "BFX."
For more information, contact:
Robert Korman, Vice President & Chief Financial Officer
226 Bailey Avenue, Suite 101
Fort Worth, Texas 76107
817/332-4761
