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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
Under the Securities Exchange Act of 1934
BFX HOSPITALITY GROUP, INC.
(formerly BUFFTON CORPORATION)
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(Name of Issuer)
COMMON STOCK, $.05 par value
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(Title of Class of Securities)
119885200
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(CUSIP Number)
Andrew C. Culbert, Esquire
Masterman, Culbert & Tully LLP
One Lewis Wharf
Boston, MA 02110
(617) 227-8010
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 15, 1998
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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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SCHEDULE 13-D
1. Name of Reporting persons:
Jean-Claude Mathot - SS No. or IRS Identification No. of above person.
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2. Check the Appropriate Box if a Member of a Group
(a) ________
(b) *
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* Messrs Tremain and Mathot had originally filed jointly on April 24,
1997 solely because each had entered into an agreement with Issuer,
following joint negotiations with the Issuer, which resulted in the
acquisition of the Common Stock which is the subject of the
original filing. (See Item 5(a) in the Statement on Schedule 13D
for Jean-Claude Mathot as amended by Amendment No. 1.)
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3. SEC Use Only
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4. Source of Funds
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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. Mathot is a citizen of the United States of America.
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7. Sole Voting Power
Number of
Shares -0-
Owned --------------------------------------------------------------
By Each 8. Shared Voting Power
Reporting
Person -0-
With
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9. Sole Dispositive Power
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-0-
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10. Shared Dispositive Power
-0-
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11. Aggregate Amount Beneficially owned by Reporting Persons
-0- Actual Ownership
-0- Stock Option
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-0-
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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)
-0-
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14. Type of Reporting Person
IN
CUSIP No. 119885200
STATEMENT FOR SCHEDULE 13D
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This statement amends and supplements the Statement on Schedule 13D
filed with the Securities and Exchange Commission by Mr. Alan Tremain and Mr.
Jean-Claude Mathot on April 24, 1997, in connection with their ownership of
shares of Common Stock, $.05 par value, of BFX Hospitality Group, Inc., formerly
Buffton Corporation, a Delaware Corporation. Mr. Mathot had filed amendments to
that filing on May 12 and August 14, 1997 reporting additional shares of the
Issuer's Common Stock acquired by him and certain other matters. Mr. Tremain had
filed amendments to the original filing on July 10, 1997 and July 8, 1998.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2(a) is supplemented as follows:
(a) The reporting person for this Amendment is Jean-Claude Mathot.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3. is amended to add the following:
On May 14, 1998, Mr. Mathot had purchased in the market 10,000 shares
of the Issuer's Common Stock at $2.125 per share. He had used his personal funds
for this acquisition.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5.(a) is amended and supplemented by adding the following:
Prior to the closing of the transaction described in the Letter Agreement
attached as Exhibit 9 and incorporated herein by reference, Mr. Mathot
beneficially owned 260,000 shares of the Issuer's Common Stock, and a Non-
Qualified Stock Option exercisable into 250,000 shares of Common Stock at $3.00
per share, or, on a fully-diluted basis in the aggregate, approximately 11.57%
of the 4,409,028 issued and outstanding shares of the Common Stock of the Issuer
just prior to the closing of the transaction. Upon closing, Mr. Mathot
transferred to the Issuer his entire holdings, 260,000 shares of Common Stock
and his Non-Qualified Stock Option for aggregate consideration of $656,687.50 as
more fully described in Items 5.(c) and 6. below. As of the close of business
October 15, 1998, Mr. Mathot did not hold beneficially any shares or any stock
options of the Issuer.
Item 5.(b) is amended and supplemented by adding the following:
As described in Item 6. below, as of the close of business, October 15,
1998, Mr. Mathot had disposed of his sole power to vote or direct the vote of
260,000 shares of the Issuer's Common Stock, or 510,000 shares on a fully
diluted basis including his Non-Qualified Stock Option, and of his sole power to
dispose or direct the disposition of 510,000 shares of the Issuer's Common Stock
on a fully diluted basis, which powers had been subject to the Non-Qualified
Stock Option Agreement and his Employment Agreement attached, respectively, as
Exhibit 2B and Exhibit 3B to the original filing on Schedule 13D and
incorporated herein by reference.
Item 5.(c) is amended and supplemented by adding the following:
On October 15, 1998, Mr. Mathot sold to the Issuer all of the 260,000
shares of the Issuer's Common Stock beneficially owned by him and his Non-
Qualified Stock Option to buy 250,000 shares of the Issuer's Common Stock at
$3.00 per share for, in the aggregate, $656,687.50. On October 15, 1998, the
closing price per share of the Issuer's Common Stock listed on the American
Stock Exchange was $1.188. Certain other consideration was given by the Issuer
to Mr. Mathot, and Mr. Mathot agreed to assume certain obligations, all as
further provided in the Letter Agreement dated as of September 30, 1998,
attached as Exhibit 9 and incorporated herein by reference, in satisfaction of
the terms of Mr. Mathot's Employment Agreement and his Non-Qualified Stock
Option Agreement, both attached to the original filing on Schedule 13D as
Exhibit 3B and Exhibit 2B, respectively, the terms of each of which are herein
incorporated by reference.
Item 5.(e) is hereby amended as follows:
Mr. Mathot ceased to be the beneficial owner of more than 5% of the
Issuer's Common Stock (including unexercised Stock Options) as of the close of
business October 15, 1998.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6. is hereby amended and supplemented by adding the following:
In connection with Mr. Mathot's resignation as President, Chief
Operating Officer and a director of the Issuer as of the close of business as of
September 30, 1998, Mr. Mathot and the Issuer entered into certain agreements
providing for, among other things, the purchase by the Issuer of all of its
securities beneficially owned by Mr. Mathot and mutual releases and
indemnifications given by the Issuer and Mr. Mathot to each other dealing with
his employment. By Letter Agreement dated as of September 30, 1998 (the "Letter
Agreement") attached as Exhibit 9 and incorporated herein by reference, Mr.
Mathot agreed to sell to the Issuer 260,000 shares of its Common Stock
beneficially owned by him and his Non Qualified Stock Option for $656,687.50 in
the aggregate. The Non-Qualified Stock Option had provided (as fully described
in Exhibit 2B attached to the original filing on Schedule 13D which Exhibit is
incorporated herein by reference) for its exercise into 250,000 shares of the
Issuer's Common Stock at $3.00 per share, expiring on April 11, 2002. The Issuer
and Mr. Mathot have mutually released each other and certain described
affiliates of each for any and all claims either may have relating to Mr.
Mathot's employment with the Issuer, and have provided for certain terms of
indemnification as more fully described in the Mutual Release Agreement attached
as Exhibit 10 and incorporated herein by reference. In further satisfaction of
the terms contained in the Employment Agreement between Mr. Mathot and the
Issuer dated as of April 11, 1997, attached as Exhibit 3B to the original filing
on Schedule 13D, the Issuer paid Mr. Mathot severance in the amount of
$150,000.00 and two month's salary in the amount of $25,000.00.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7. is hereby amended and supplemented by adding the following exhibits:
Exhibit Description
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(j) Exhibit 9 Letter Agreement dated as of September 30, 1998
(k) Exhibit 10 Mutual Release Agreement dated as of
September 30,1998
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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 27, 1998
/s/ Jean-Claude Mathot
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JEAN-CLAUDE MATHOT
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[LETTERHEAD OF BFX HOSPITALITY GROUP, INC. APPEARS HERE]
September 30, 1998
Mr. Jean-Claude Mathot
226 Bailey Avenue, Suite 101
Fort Worth, Texas 76107
Re: Employment Agreement with BFX Hospitality Group, Inc.
Dear Jean-Claude:
You and BFX Hospitality Group, Inc. (the "Company") have agreed to
terminate your Employment Agreement with the Company effective September 30,
1998. This letter agreement sets forth the agreements and understandings we
have reached in connection with such termination of your employment, as follows:
1. You agree to, and do hereby tender your resignation as a member of the
Board of Directors of the Company, effective immediately.
2. The Employment Agreement between you and the Company, dated as of
April 11, 1997 (the "Employment Agreement"), shall be terminated
without cause, effective September 30, 1998.
3. Contemporaneously herewith, the Company has paid to you (i) the sum of
$150,000.00; (ii) your base salary for two months; and (iii) any
earned and untaken vacation through September 30, 1998, all less
mandatory withholdings.
4. Pursuant to the terms of the Employment Agreement, the Company shall
purchase from you the 260,000 shares of the Company's common stock
owned by you; and the Non-Qualified Stock Option Agreement between the
Company and you, dated as of April 11, 1997, shall terminate effective
immediately, all in consideration of the Company's payment to you of
the total aggregate sum of $656,687.50.
5. Pursuant to the terms of the Employment Agreement, your covenant not
to compete shall terminate effective immediately.
6. Any press release covering your resignation as a Director of the
Company, and the termination of your employment with the Company,
shall be mutually agreed upon prior to its dissemination.
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Mr. Jean-Claude Mathot
September 30, 1998
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7. Contemporaneously herewith, the Company and you executed and delivered
a Mutual Release Agreement with respect to matters arising out of your
employment relationship with the Company and your capacity as
President and Director of the Company, in the form and content of the
agreement attached hereto as Exhibit "A" and made a part hereof.
8. The Company shall pay to you the sums referenced in paragraph 5
hereinabove, when you have delivered, or cause to be delivered, to the
Company, the original stock certificates covering the 260,000 shares
of the Company's common stock owned by you, properly endorsed for
transfer, with signatures medallion guaranteed; and delivered to the
Company the original of your Non-Qualified Stock Option Agreement.
If the above accurately sets forth all of our agreements and understandings
with respect to your resignation as a member of the Board of Directors of the
Company and the termination of your employment with the Company, please execute
a copy of this letter agreement, and return it to me.
The Company greatly appreciates the contributions you have made, and
sincerely regrets that circumstances have necessitated the discontinuance of our
former relationship.
Sincerely,
BFX HOSPITALITY GROUP, INC.
By: /s/ Robert H. McLean
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Robert H. McLean
Chief Executive Officer
Enclosure
Accepted and Agreed to
as of this 30th day of September, 1998
/a/ Jean-Claude Mathot
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Jean-Claude Mathot
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MUTUAL RELEASE
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MUTUAL RELEASE AGREEMENT dated as of September 30, 1998 (the "Agreement")
by and between Jean-Claude Mathot, an individual (the "Employee") and BFX
Hospitality Group, Inc., a Delaware corporation having a principal address at
226 Bailey Avenue, Suite 101, Fort Worth, Texas 76107 ("BFX"). BFX and Employee
may be collectively referred to as the "Parties" or individually as a "Party."
PRELIMINARY STATEMENT
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A. Employee and BFX entered into an Employment Agreement dated as of
April 11, 1997 (the "Employment Agreement").
B. Pursuant to a Letter Agreement dated as of September 30, 1998 by and
between the Parties, a copy of which is attached hereto (the "Letter
Agreement"), the Parties have agreed, among other matters, to terminate the
Employment Agreement.
NOW, THEREFORE, the Parties for good and valuable consideration, the
receipt and legal sufficiency of which is hereby acknowledged and intending to
be legally bound, hereby agree as follows:
1. Employee Release of BFX. Employee hereby fully, forever, irrevocably
and unconditionally releases, remises and discharges BFX, its officer,
directors, stockholders, corporate affiliate, agents and employees from any and
all claims, charges, complaints, demands, actions, causes of action, suits,
rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts,
agreement, promises, doings, omissions, damages, executions, obligations,
liabilities, and expenses (including attorneys' fees and costs), of every kind
and nature which he ever had or now has against BFX, its officers, directors,
stockholder, corporate affiliates, agents and employees, including, but not
limited to, all claims arising out of his employment pursuant to the Employment
Agreement or resignation from employment, all employment discrimination claims
under Title VII of the Civil Rights Act of 1964, 42 U.S.C. (S)2000e et seq.,
the Age Discrimination in Employment Act, 29 U.S.C. (S) 621 et seq., and damages
arising out of all employment discrimination claims, wrongful discharge claims,
breach of fiduciary duty claims, breach of contract claims or other common law
claims and damages, excepting only the obligations of BFX under the Letter
Agreement. Employee hereby irrevocably covenants to refrain from, directly or
indirectly, asserting any claim or demand, or commencing, instituting or causing
to be commenced, any proceeding of any kind against BFX, based upon any matter
purported to be released hereby.
2. Employee Acknowledgments. Employee acknowledges that he has been
given twenty-one (21) days to consider this Agreement and that BFX has advised
him to consult with an attorney of his own choosing prior to signing this
Agreement. Employee may revoke this Agreement for a period of seven (7) days
after the execution of this Agreement, and the Agreement shall not be effective
or enforceable until the expiration of this seven (7) day revocation period.
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3. BFX Release of Employees. BFX hereby fully, forever, irrevocably and
unconditionally releases, remises and discharges employee, his successor, heirs
and assigns, from any and all claims, charges, complaints, demands, actions,
causes of action, suits, rights, debts, sums of money, costs, accounts,
reckonings, covenants, contracts, agreement, promises, doings, omissions,
damages, executions, obligations, liabilities and expenses (including attorneys'
fees and costs), of every kind and nature which BFX ever had or now has against
Employee, his successors, heirs and assigns, and which are now known or unknown
by BFX, including but not limited to, all claims arising out of his employment
relationship with BFX pursuant to the Employment Agreement. Nothing in this
Agreement shall be construed as releasing Employee from obligations of the
Employee under the Letter Agreement. BFX hereby irrevocably covenants to refrain
from, directly or indirectly, asserting any claim or demand, or commencing,
instituting or causing to be commenced, any proceeding of any kind against
Employee, based upon any matter purported to be released hereby.
4. BFX Indemnification of Employee. Without in any way limiting any of
the rights and remedies otherwise available to Employee, BFX shall indemnify and
hold harmless Employee from and against all loss, liability, claim, damage
(including incidental and consequential damages) or expenses (including costs of
investigation and defense and reasonable attorney's fees) whether or not
involving third party claims, arising directly or indirectly from or in
connection with (i) the assertion by or on behalf of BFX of any claim or other
matter purported to be released pursuant to this Agreement, and/or (ii) the
assertion by any third party of any claim or demand against BFX or Employee
which claim or demand arises directly or indirectly from, or in connection with
any claim or other matter purported to be released by BFX pursuant to this
Agreement.
5. Invalid Provision. If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and effect. Any provision
of this Agreement held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or unenforceable.
6. Modification - Gender. This Agreement may not be changed except in a
writing signed by the Party against whose interest such change shall operate.
This Agreement shall be governed by and construed under the laws of the State
of Delaware without regard to principles of conflicts of law. All words used in
this Agreement will be construed to be of such gender or number as the
circumstances require.
7. Voluntary Assent. The Parties hereby affirm that other than with
respect to the Letter Agreement, no other promises or agreements of any kind
have been made to or with them by any person or entity whatsoever to cause them
to sign and deliver this Agreement, and that they fully understand the meaning
and intent of this Agreement. The Parties state and represent that they have
had an opportunity to fully discuss and review the terms of this Agreement with
an attorney. The Parties further state and represent that they have carefully
read this Agreement, understand the
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contents herein, freely and voluntarily assent to all of the terms and
conditions hereof, and sign their names of their own free act.
BFX HOSPITALITY GROUP, INC.
By: /s/ ROBERT H. MCLEAN
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Robert H. McLean
Chief Executive Officer
/s/ JEAN-CLAUDE MATHOT
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Jean-Claude Mathot
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