<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 3 to Schedule 13E-3
Rule 13e-3 Transaction Statement
(Under Section 13(e) of the Securities Exchange Act of 1934)
BFX HOSPITALITY GROUP, INC.
--------------------------------------------------------------------------------
(Name of the Issuer)
BFX HOSPITALITY GROUP, INC.
HOSPITALITY CONCEPTS, LLC
ROBERT H. MCLEAN
WALTER D. ROGERS, JR.
HAMPTON HODGES
ROBERT KORMAN
FRANK J. MILAN
TERRY KEARNEY
--------------------------------------------------------------------------------
(Name of Person(s) Filing Statement)
Common Stock, $.05 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
119885200
--------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Robert H. McLean
226 Bailey Avenue, Suite 101
Fort Worth, Texas 76107
(817) 332-4761
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act of
1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [_]
Calculation of Filing Fee
<TABLE>
<CAPTION>
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Transaction valuation* Amount of filing fee
--------------------------------------------------------------------------------
<S> <C>
$9,984,199 $1,997
--------------------------------------------------------------------------------
</TABLE>
* The filing fee is calculated based on $2.25 per share of common stock,
with 4,400,866 shares of common stock outstanding, and the difference
of $2.25 and the exercise price of each outstanding option.
[X] Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
<PAGE>
Amount Previously Paid: $1,997
Form or Registration No.: Schedule 14A
Filing Party: BFX Hospitality Group, Inc.
Date Filed: August 17, 2000
<PAGE>
SCHEDULE 13E-3
Reference is made to the preliminary proxy statement of BFX Hospitality Group,
Inc. ("BFX") filed with the Securities and Exchange Commission on November 8,
2000 and which is an exhibit to this Schedule 13E-3.
Capitalized terms in this Schedule 13E-3 have the same meanings ascribed to them
in the Proxy Statement.
Item 1. Summary Term Sheet.
------------------
The information set forth under the Section of the Proxy Statement
entitled "Summary Term Sheet" is incorporated herein by reference.
Item 2. Subject Company Information.
---------------------------
(a) Name and Address. The information set forth on the first page of
----------------
the Proxy Statement and in the Section of the Proxy Statement
entitled "The Parties - The Company" is incorporated herein by
reference.
(b) Securities. The information set forth on the first page of the
----------
Proxy Statement is incorporated herein by reference.
(c) Trading Market and Price. The information set forth under the
------------------------
Section of the Proxy Statement entitled "Market Information" is
incorporated herein by reference.
(d) Dividends.*
---------
(e) Prior Public Offerings.*
----------------------
(f) Prior Stock Purchases. The information set forth in the Proxy
---------------------
Statement under the Section entitled "Purchases of Common Stock
by and Other Transactions with Certain Persons" is incorporated
herein by reference.
Item 3. Identity and Background of Filing Persons.
-----------------------------------------
(a) Name and Address. The information set forth in the Sections of
----------------
the Proxy Statement entitled "The Parties - Hospitality and its
Subsidiaries", "The Parties - Members of the Management Group"
and "Security Ownership" is incorporated herein by reference.
(b) Business and Background of Entities. The information set forth
-----------------------------------
in the Section of the Proxy Statement entitled "The Parties -
Hospitality and its Subsidiaries" is incorporated herein by
reference. During the last five years, neither Hospitality nor
American has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to
any judicial or administrative proceeding (except for matters
that were dismissed without sanction or settlement) that resulted
in a judgment, decree or final order enjoining such person from
future violations of, or prohibiting activities subject to,
federal or state securities laws or a finding of any violation of
federal or state securities laws.
(c) Business and Background of Natural Persons. The information set
------------------------------------------
forth in the Sections of the Proxy Statement entitled "The
Parties" and "The Merger and Related Special Factors - Conflicts
of Interest" is incorporated herein by reference. During the last
five years, no director or executive officer of Hospitality or
American, any member of the Management Group or any non-
Management Group member of the Board has been
-------------------
* Indicates Item is not applicable.
-1-
<PAGE>
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or been a party to any judicial or
administrative proceeding (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment,
decree or final order enjoining such person from future
violations of, or prohibiting activities subject to, federal or
state securities laws or a finding of any violation of federal or
state securities laws.
BFX is a Delaware corporation. Each of Hospitality and American
is a Delaware limited liability company. Each director and
executive officer of BFX, Hospitality and American is a U.S.
citizen.
Item 4. Terms of the Transaction.
------------------------
(a) Material Terms. The information set forth under the Sections of
--------------
the Proxy Statement entitled "Summary Term Sheet - Purposes of
Special Meeting", "Summary Term Sheet - Voting Rights", "Summary
Term Sheet -Effective Time of the Merger", "Summary Term Sheet -
Required Vote", "Summary Term Sheet - Certain Effects of the
Merger", "Summary Term Sheet - Merger Agreement", "Summary Term
Sheet - Material U.S. Federal Income Tax Consequences of the
Merger", "Summary Term Sheet -Accounting Treatment of the
Merger", "The Parties - Hospitality and its Subsidiaries", "The
Special Meeting - Record Date, Voting Securities and Quorum",
"The Special Meeting - Vote Required", "The Merger and Related
Special Factors - Purpose of and Reasons for the Merger; Certain
Effects of the Merger" and "The Merger and Related Special
Factors - Material U.S. Federal Income Tax Consequences of the
Merger" is incorporated herein by reference.
(c) Different Terms.*
---------------
(d) Appraisal Rights. The information set forth under the Sections
----------------
of the Proxy Statement entitled "Summary Term Sheet - Appraisal
Rights" and "The Merger and Related Special Factors - Rights of
Dissenting Stockholders" is incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders. The information
--------------------------------------------
set forth under the Section of the Proxy Statement entitled
"Available Information" is incorporated herein by reference.
(f) Eligibility for Listing or Trading.*
----------------------------------
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
--------------------------------------------------------
(a) Transactions. The information set forth under the Section of the
------------
Proxy Statement entitled "Purchases of Common Stock by and Other
Transactions with Certain Persons" is incorporated herein by
reference.
(b) Significant Corporate Events. The information set forth in the
----------------------------
Sections of the Proxy Statement entitled "Summary Term Sheet -
Merger Agreement", "The Merger and Related Special Factors -
Background of the Company" and "The Merger Agreement" is
incorporated herein by reference.
(c) Negotiations or Contacts. The information set forth in the
------------------------
Section of the Proxy Statement entitled "The Merger and Related
Special Factors - History of the Merger" beginning with the
twenty-fourth paragraph is incorporated herein by reference.
(e) Agreements Involving the Company's Securities. None.
---------------------------------------------
-------------------
* Indicates Item is not applicable.
-2-
<PAGE>
Item 6. Purposes of the Transaction and Plans or Proposals.
--------------------------------------------------
(b) Use of Securities Acquired. The information set forth in the
--------------------------
Sections of the Proxy Statement entitled "The Special Meeting -
Matters to be Considered at the Special Meeting", "Summary Term
Sheet - Certain Effects of the Merger", "Summary Term Sheet -
Merger Agreement," "The Merger and Related Special Factors -
Purpose of and Reasons for the Merger; Certain Effects of the
Merger", "The Merger Agreement - Conversion of Securities in the
Merger; Treatment of Derivatives" and "The Merger Agreement -
Payment for and Surrender of Company Common Shares" is
incorporated herein by reference.
(c) Plans. The information set forth in the Sections of the Proxy
-----
Statement entitled "Summary Term Sheet - Certain Effects of the
Merger", "Summary Term Sheet - Future Plans for the Company",
"Summary Term Sheet - Merger Agreement", "The Merger and Related
Special Factors - History of the Merger", "The Merger and Related
Special Factors - Purpose of and Reasons for the Merger; Certain
Effects of the Merger", "The Merger and Related Special Factors -
Future Plans of the Company", "The Merger and Related Special
Factors - Estimated Fees and Expenses; Source of Funds" and "The
Merger Agreement" is incorporated herein by reference.
Item 7. Purpose(s), Alternatives, Reasons and Effects.
---------------------------------------------
(a) Purposes. The information set forth under the first and
--------
last paragraphs under the Section of the Proxy Statement
entitled "The Merger and Related Special Factors - Background of
the Company" and the Section of the Proxy Statement entitled "The
Merger and Related Special Factors - Purpose of and Reasons for
the Merger; Certain Effects of the Merger" is incorporated herein
by reference.
(b) Alternatives. The information set forth under the Section of the
------------
Proxy Statement entitled "The Merger and Related Special Factors
- History of the Merger" and the second to last paragraph under
the Section of the Proxy Statement entitled "The Merger and
Related Special Factors -Purpose of and Reasons for the Merger;
Certain Effects of the Merger" is incorporated herein by
reference.
(c) Reasons. The information set forth under the Sections of the
-------
Proxy Statement entitled "The Merger and Related Special
Factors - Purpose of and Reasons for the Merger; Certain Effects
of the Merger", "The Merger and Related Special Factors -
Determination of Fairness of the Merger by the Independent
Committee and the Board of Directors" and "The Merger and Related
Special Factors - Determination of Fairness of the Merger by
Hospitality, American and the Management Group" is incorporated
herein by reference.
(d) Effects. The information set forth under the Sections of the
-------
Proxy Statement entitled "Summary Term Sheet - Certain Effects of
the Merger", "Summary Term Sheet - Merger Agreement", "Summary
Term Sheet - Material U.S. Federal Income Tax Consequences of the
Merger", "The Parties - Hospitality and its Subsidiaries" and
"The Merger Agreement - Material U.S. Federal Income Tax
Consequences of the Merger", and under the last paragraph under
the Section of the Proxy Statement entitled "The Merger and
Related Special Factors - Purposes of and Reasons for the Merger;
Certain Effects of the Merger" is incorporated herein by
reference.
-------------------
* Indicates Item is not applicable.
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<PAGE>
Item 8. Fairness of the Transaction.
---------------------------
(a) Fairness. The information set forth under the Sections of the
--------
Proxy Statement entitled "Summary Term Sheet - Recommendation of
the Board of Directors", "Summary Term Sheet - Management Groups
Determination of Fairness to Public Stockholders" and under the
twenty-second paragraph under the Section of the Proxy Statement
entitled "The Merger and Related Special Factors- Background of
the Company", the third and last two paragraphs under the Section
of the Proxy Statement entitled "The Merger and Related Special
Factors -Determination of Fairness of the Merger by the
Independent Committee and the Board of Directors", the first
paragraph of the Section of the Proxy Statement entitled "The
Merger and Related Special Factors - Determination of Fairness of
the Merger by Hospitality, American and the Management Group" and
the first paragraph under each Financial Advisor's section under
the Section of the Proxy Statement entitled "The Merger and
Related Special Factors - Opinions of Independent Committee's
Financial Advisors" is incorporated herein by reference.
(b) Factors Considered in Determining Fairness. The information set
------------------------------------------
forth under the Sections of the Proxy Statement entitled "Summary
Term Sheet - Opinions of the Independent Committee's Financial
Advisors", "The Merger and Related Special Factors - History of
the Merger", "The Merger and Related Special Factors -
Determination of Fairness of the Merger by the Independent
Committee and the Board of Directors", "The Merger and Related
Special Factors - Determination of Fairness of the Merger by
Hospitality, American and the Management Group" and "The Merger
and Related Special Factors - Opinions of Independent Committee's
Financial Advisors" is incorporated herein by reference.
(c) Approval of Security Holders. The information set forth under
----------------------------
the Sections of the Proxy Statement entitled "Summary
Term Sheet - Required Vote" and "The Special Meeting - Vote
Required" and the last paragraph under the Section of the Proxy
Statement entitled "The Merger and Related Special Factors -
Determination of Fairness of the Merger by the Independent
Committee and the Board of Directors" is incorporated herein by
reference.
(d) Unaffiliated Representative. The information set forth under the
---------------------------
fourth paragraph under the Section of the Proxy Statement
entitled "The Merger and Related Special Factors - History of the
Merger" is incorporated herein by reference.
(e) Approval of Directors. The information set forth under the
---------------------
Sections of the Proxy Statement entitled "Summary Term Sheet -
Recommendation of the Board of Directors" and the twenty-third
paragraph under the Section of the Proxy Statement entitled "The
Merger and Related Special Factors - History of the Merger"
and the first paragraph under the Section of the Proxy Statement
entitled "The Merger and Related Special Factors - Determination
of Fairness of the Merger by the Independent Committee and the
Board of Directors" is incorporated herein by reference.
(f) Other Offers.*
------------
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
------------------------------------------------------
-------------------
* Indicates Item is not applicable.
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<PAGE>
(a) Report, Opinion or Appraisal. The information set forth under
----------------------------
the Sections of the Proxy Statement entitled "Summary Term Sheet-
Opinions of the Independent Committee's Financial Advisors", "The
Merger and Related Special Factors - Opinions of Independent
Committee's Financial Advisors" and subparagraph (ii) of the
second paragraph under the Section of the Proxy Statement
entitled "Determination of Fairness of the Merger by the
Independent Committee and the Board of Directors" is incorporated
herein by reference.
(b) Preparer and Summary of the Report, Opinion or Appraisal. The
--------------------------------------------------------
information set forth under the Sections of the Proxy Statement
entitled "Summary Term Sheet - Opinions of the Independent
Committee's Financial Advisors", "The Merger and Related Special
Factors - Opinions of the Independent Committee's Financial
Advisors" and subparagraph (ii) of the second paragraph under the
Section of the Proxy Statement entitled "Determination of
Fairness of the Merger by the Independent Committee and the Board
of Directors" is incorporated herein by reference.
(c) Availability of Documents. The financial opinions of Sanders
-------------------------
Morris Harris, Inc. and George K. Baum & Company set forth in
Appendices II and III to the Proxy Statement, respectively,
including the Amendment to George K. Baum & Company's opinion
dated October 5, 2000 are incorporated herein by reference and
shall also be made available for inspection and copying at the
principal executive offices of the Company during its regular
business hours by any interested stockholder of the Company or
his or its representative who has been designated in writing. At
the written request of such stockholder, a copy of such opinion
will be sent, at the stockholder's expense, to such stockholder
or his or its representative. The information set forth in
Exhibit (c) to this Schedule 13E-3 will be made available for
inspection and copying at the principal executive offices of the
Company by any interested stockholder of the Company or his or
its representative who has been designated in writing. At the
written request of such stockholder, a copy of that Exhibit will
be sent, at the stockholder's expense, to such stockholder or his
or its representatives.
Item 10. Source and Amounts of Funds or Other Consideration.
--------------------------------------------------
(a) Source of Funds. The information set forth under the Section of
---------------
the Proxy Statement entitled "Summary Term Sheet - Estimated Fees
and Expenses; Source of Funds", "The Merger and Related Special
Factors - Estimated Fees and Expenses; Source of Funds" and
subparagraph (iv) of paragraph two under the Section of the Proxy
Statement entitled "The Merger and Related Special Factors -
Determination of Fairness of the Merger by the Independent
Committee and the Board of Directors" is incorporated herein by
reference.
(b) Conditions. The information set forth under the Section of the
----------
Proxy Statement entitled "The Merger and Related Special
Factors - Estimated Fees and Expenses; Source of Funds" and
subparagraph (iv) of paragraph two under the Section of the Proxy
Statement entitled "The Merger and Related Special Factors -
Determination of Fairness of the Merger by the Independent
Committee and the Board of Directors" is incorporated herein by
reference.
(c) Expenses. The information set forth under the Sections of the
--------
Proxy Statement entitled "Summary Term Sheet - Estimated Fees and
Expenses; Source of Funds", "The Merger and Related Special
Factors - Estimated Fees
-------------------
* Indicates Item is not applicable.
-5-
<PAGE>
and Expenses; Source of Funds" and "The Merger and Related
Special Factors - Expenses" is incorporated hereby by reference.
(d) Borrowed Funds. The information set forth under the Sections of
--------------
the Proxy Statement entitled "Summary Term Sheet - Estimated Fees
and Expenses; Source of Funds", "The Merger and Related Special
Factors - Estimated Fees and Expenses; Source of Funds" and
subparagraph (iv) of paragraph two under the Section of the Proxy
Statement entitled "The Merger and Related Special Factors -
Determination of Fairness of the Merger by the Independent
Committee and the Board of Directors" is incorporated herein by
reference.
Item 11. Interest in Securities of the Subject Company.
---------------------------------------------
(a) Securities Ownership. The information set forth under the
--------------------
Sections of the Proxy Statement entitled "The Merger and Related
Special Factors - Conflicts of Interest" and "Security Ownership"
is incorporated herein by reference.
(b) Securities Transactions. The information set forth under the
-----------------------
Section of the Proxy Statement entitled "Purchases of Common
Stock by and Other Transactions with Certain Persons" is
incorporated hereby by reference.
Item 12. The Solicitation or Recommendation.
----------------------------------
(d) Intent to Tender or Vote in a Going-Private Transaction.
-------------------------------------------------------
The information set forth under the Section of the Proxy
Statement entitled "Summary Term Sheet - Required Vote" and "The
Special Meeting - Vote Required" is incorporated herein by
reference.
(e) Recommendations of Others. Information set forth under the
-------------------------
Section of the Proxy Statement entitled "Summary Term Sheet -
Recommendation of the Board of Directors" and "The Merger and
Related Special Factors - Determination of Fairness of the Merger
by the Independent Committee and the Board of Directors" is
incorporated herein by reference.
Item 13. Financial Statements.
--------------------
(a) Financial Information. The information incorporated by reference
---------------------
in the Proxy Statement under the Section entitled "Documents
Incorporated By Reference" as filed with the SEC on Form 10-K for
the year ended September 30, 1999 (beginning with page F-1 under
the Section of the Form 10-K entitled "Consolidated
Financial Statements") and on Form 10-Q under "Part I: Financial
Information" for the quarters ended December 31, 1999, March 31,
2000, and June 30, 2000 and the current reports on Form 8-K dated
August 16, 2000 and September 25, 2000 is incorporated herein by
reference. This information may be obtained from the SEC as
discussed under the Section of the Proxy Statement entitled
"Available Information" and is incorporated herein by reference.
In addition, the financial statements contained in the Company's
Annual Report on Form 10-K for the year ended September 30, 1999
and the Company's Quarterly Reports on Form 10-Q for the quarters
ended December 31, 1999, March 31, 2000, and June 30, 2000, are
incorporated herein by reference.
(b) Pro Forma Information.*
---------------------
-------------------
* Indicates Item is not applicable.
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<PAGE>
(c) Summary Term Sheet Information. The information set forth under
------------------------------
the Section of the Proxy Statement entitled "Selected Financial
Data" is incorporated herein by reference.
Item 14. Persons/Assets Retained, Employed, Compensated or Used.
------------------------------------------------------
(a) Solicitations or Recommendations. The information set forth
--------------------------------
under the fourth paragraph under the Section of the Proxy
Statement entitled "The Special Meeting - Proxies" is
incorporated herein by reference.
(b) Employees and Corporate Assets. The information set forth under
------------------------------
the fourth paragraph under the Section of the Proxy Statement
entitled "The Special Meeting - Proxies" is incorporated herein
by reference.
Item 15. Additional Information.
----------------------
Reference is hereby made to the Proxy Statement, which is incorporated
in its entirety herein by reference.
Item 16. Exhibits.
--------
(a)(1) The Preliminary Proxy Statement of the Company filed with the
Securities and Exchange Commission on November 8, 2000 is
incorporated herein by reference.
(a)(2) Proxy Card (included as an appendix to the Proxy Statement
which is incorporated herein by reference).
(a)(3) Letter to Stockholders from Robert H. McLean, President of the
Company (included as an appendix to the Proxy Statement which
is incorporated herein by reference).
(a)(4) Notice of Special Meeting of Stockholders (included as an
appendix to the Proxy Statement which is incorporated herein
by reference).
(b) *
(c)(1) Opinion of Sanders Morris Harris, Inc. dated August 11, 2000
is incorporated herein by reference to Appendix II of the
Proxy Statement.
(c)(2) Opinion of George K. Baum & Company dated August 11, 2000 is
incorporated herein by reference to Appendix III of the Proxy
Statement.
(c)(3) Amendment to the Opinion of George K. Baum & Company dated
October 5, 2000 is incorporated herein by reference to
Appendix III of the Proxy Statement.
(c)(4) Materials presented to the Board of Directors in connection
with the fairness opinion of Sanders Morris Harris, Inc. dated
August 11, 2000 are incorporated herein by reference to
Exhibit 16(c)(4) to Amendment No. 2 to the Schedule 13E-3
dated October 11, 2000.
(c)(5) Materials presented to the Board of Directors in connection
with the fairness opinion of George K. Baum & Company dated
August 11, 2000 are incorporated herein by reference to
Exhibit 16(c)(5) to Amendment No. 2 to the Schedule 13E-3
dated October 11, 2000.
(d)(1) Form of Agreement and Plan of Merger by and among Hospitality
Concepts, LLC, American Hospitality, LLC and BFX Hospitality
Group, Inc. dated August 11, 2000 is incorporated herein by
reference to Appendix I of the Proxy Statement.
(d)(2) Form of First Amendment to Agreement and Plan of Merger by and
among Hospitality Concepts, LLC, American Hospitality, LLC and
BFX Hospitality Group, Inc. dated October 30, 2000 is
incorporated herein by reference to Appendix I of the Proxy
Statement.
-------------------
* Indicates Item is not applicable.
-7-
<PAGE>
(e) The information set forth under the heading "The Merger and
Related Special Factors" is incorporated herein by reference.
(f) A copy of Section 262 of the Delaware General Corporation Law
is attached to the Proxy Statement as Appendix IV and is
incorporated herein by reference.
(g) *
(h) *
-------------------
* Indicates Item is not applicable.
-8-
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: November 7, 2000.
BFX HOSPITALITY GROUP, INC.
By: /S/ Robert H. McLean
-------------------------------------
Name: ROBERT H. McLEAN
Title: President
HOSPITALITY CONCEPTS, LLC
By: /S/ Robert H. McLean
-------------------------------------
Name: ROBERT H. McLEAN
Title: President
MANAGEMENT GROUP
/S/ Robert H. McLean
----------------------------------------
ROBERT H. McLEAN
/S/ Walter D. Rogers, Jr.
----------------------------------------
WALTER D. ROGERS, JR.
/S/ Hampton Hodges
----------------------------------------
HAMPTON HODGES
/S/ Robert Korman
----------------------------------------
ROBERT KORMAN
-------------------
* Indicates Item is not applicable.
-9-
<PAGE>
/S/ Frank J. Milan
----------------------------------------
FRANK J. MILAN
/S/ Terry Kearney
----------------------------------------
TERRY KEARNEY
-------------------
* Indicates Item is not applicable.
-10-
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Title
-------------- -----
16(a)(1) The Preliminary Proxy Statement of the Company filed with
the Securities and Exchange Commission on November 8, 2000
is incorporated herein by reference.
16(a)(2) Proxy Card (included as an appendix to the Proxy Statement
which is incorporated herein by reference).
16(a)(3) Letter to Stockholders from Robert H. McLean, President of
the Company (included as an appendix to the Proxy Statement
which is incorporated herein by reference).
16(a)(4) Notice of Special Meeting of Stockholders (included as an
appendix to the Proxy Statement which is incorporated herein
by reference).
16(c)(1) Opinion of Sanders Morris Harris, Inc. dated August 11, 2000
is incorporated herein by reference to Appendix II of the
Proxy Statement.
16(c)(2) Opinion of George K. Baum & Company dated August 11, 2000 is
incorporated herein by reference to Appendix III of the
Proxy Statement.
16(c)(3) Amendment to the Opinion of George K. Baum & Company dated
October 5, 2000 is incorporated herein by reference to
Appendix III of the Proxy Statement.
16(c)(4) Materials presented to the Board of Directors in connection
with the fairness opinion of Sanders Morris Harris, Inc.
dated August 11, 2000 are incorporated herein by reference
to Exhibit 16(c)(4) to Amendment No. 2 to the Schedule 13E-3
dated October 11, 2000.
16(c)(5) Materials presented to the Board of Directors in connection
with the fairness opinion of George K. Baum & Company dated
August 11, 2000 are incorporated herein by reference to
Exhibit 16(c)(5) to Amendment No. 2 to the Schedule 13E-3
dated October 11, 2000.
16(d)(1) Form of Agreement and Plan of Merger by and among
Hospitality Concepts, LLC, American Hospitality, LLC and BFX
Hospitality Group, Inc. dated August 11, 2000 is
incorporated herein by reference to Appendix I of the Proxy
Statement.
16(d)(2) Form of First Amendment to Agreement and Plan of Merger by
and among Hospitality Concepts, LLC, American Hospitality,
LLC and BFX Hospitality Group, Inc. dated October 30, 2000
is incorporated herein by reference to Appendix I of the
Proxy Statement.
16(e) The information set forth under the heading "The Merger and
Related Special Factors" is incorporated herein by
reference.
16(f) A copy of Section 262 of the Delaware General Corporation
Law is attached to the Proxy Statement as Appendix IV and is
incorporated herein by reference.
-------------------
* Indicates Item is not applicable.
-11-
