<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
BFX Hospitality Group, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.05 par value per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
119885200
--------------------------------------------------------------------------------
(CUSIP Number)
Robert H. McLean
BFX Hospitality Group, Inc.
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)
July 29 - August 1, 2000
--------------------------------------------------------------------------------
(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 119885200 PAGE 2 OF 13 PAGES
--------- --- ---
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hampton Hodges
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 58,000
SHARES
BENEFICIALLY -------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON -------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
58,000
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.46%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 119885200 PAGE 3 OF 13 PAGES
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Terry Kearney
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS* (SEE INSTRUCTIONS)
PF; OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 63,000
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
63,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(SEE INSTRUCTIONS) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.58%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 119885200 PAGE 4 OF 13 PAGES
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Robert Korman
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 134,530
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
134,530
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
134,530
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.33%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 119885200 PAGE 5 OF 13 PAGES
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Robert H. McLean
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS* (SEE INSTRUCTIONS)
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 667,501
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
667,501
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
667,501
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(SEE INSTRUCTIONS) [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.64%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 119885200 PAGE 6 OF 13 PAGES
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1 NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Frank J. Milan
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS* (SEE INSTRUCTIONS)
PF; 00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 74,000
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
74,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(SEE INSTRUCTIONS) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.85%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 119885200 PAGE 7 OF 13 PAGES
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1 NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Walter D. Rogers, Jr.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS* (SEE INSTRUCTIONS)
SC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 123,783
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
123,783
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,783
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(SEE INSTRUCTIONS) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.12%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 119885200 PAGE 8 OF 13 PAGES
--------- --- ---
ITEM 1: SECURITY AND ISSUER.
This statement relates to the common stock, $.05 par value per share
(the "Common Stock"), of BFX Hospitality Group, Inc., a Delaware corporation
(the "Company"). The address of the principal executive offices of the Company
is 226 Bailey Avenue, Suite 101, Fort Worth, Texas 76107.
ITEM 2: IDENTITY AND BACKGROUND.
This statement is being filed by Hampton Hodges, Terry Kearney, Robert
Korman, Robert H. McLean, Frank J. Milan and Walter D. Rogers, Jr. (the "Group
Members"). The Group Members intend to form two Delaware limited liability
companies, to be named "Hospitality Concepts, L.L.C." ("Hospitality"), and
"American Hospitality, L.L.C." ("American"). The Group Members will own all of
the outstanding equity interests in Hospitality, which will own all of the
outstanding equity interests in American. The purpose of forming Hospitality and
American is to acquire the Company through a merger of the Company with and into
American. Concurrently with the proposed merger, it is intended that three
additional wholly owned subsidiaries of Hospitality will acquire the assets of
three of the Company's four operating subsidiaries (Cat's Meow, Lucile's and
Stockyards Hotel) and that Hospitality will acquire all of the outstanding stock
of the Company's fourth operating subsidiary (Cabo-Fort Worth #1, L.L.C.). The
proposed merger is subject to many conditions, including (a) approval by an
independent committee of the Company's board of directors and by the Company's
board of directors, (b) execution and delivery of a merger agreement, (c)
approval by the Company's stockholders pursuant to definitive proxy materials to
be filed with the Securities and Exchange Commission and mailed to the
shareholders at the earliest practicable date, (d) no significantly increased
liability related to the Company's superfund sight in Vestal, New York, in
excess of that provided in the Company's financial statements, (e) extension on
satisfactory terms of the existing lease for the Company's Cat's Meow facility
in New Orleans, Louisiana, (f) renewal of the existing lease of the Company's
Vestal, New York plant sight, (g) the sale by the Company of the Cabo concept
and the Company's two Cabo units in Houston, Texas, for $3,500,000 in cash and
(h) obtaining financing on satisfactory terms.
Information about the address and present principal occupation or
employment of each of the Group Members is as follows:
<TABLE>
<CAPTION>
RESIDENCE OR PRINCIPAL OCCUPATION
NAME OF GROUP MEMBER BUSINESS ADDRESS OR EMPLOYMENT
-------------------- ---------------- ---------------------
<S> <C> <C>
Hampton Hodges 7307 Tokalon Dr. Investments
Dallas, Texas 75214
Terry Kearney 226 Bailey Ave., Suite 101 Vice President Operations of
Fort Worth, Texas 76107 the Company
Robert Korman 226 Bailey Ave., Suite 101 Chief Financial Officer of the
Fort Worth, Texas 76107 Company
Robert H. McLean 226 Bailey Ave., Suite 101 President of the Company
Fort Worth, Texas 76107
Frank J. Milan 226 Bailey Ave., Suite 101 Vice President Operations of
Fort Worth, Texas 76107 the Company
Walter D. Rogers, Jr. 6737 Trinity Landing Dr. N. Investments
Fort Worth, Texas 76132
</TABLE>
<PAGE> 9
During the last five years, no Group Member has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws. Each Group Member is a citizen of the
United States.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Of the shares of the Common Stock currently beneficially owned by Mr.
Hodges, 55,000 shares were acquired by stock grants from the Company, and the
remaining 3,000 shares were acquired by the use of personal funds. Of the shares
of the Common Stock currently beneficially owned by Mr. Kearney, 40,000 shares
were acquired by stock grants from the Company, and the remaining 23,000 shares
are issuable pursuant to unexercised stock options. Of the shares of the Common
Stock currently beneficially owned by Mr. Korman, 57,176 shares were acquired by
the use of funds lent to him by the Company, which have been repaid to the
Company, 2,354 shares were acquired pursuant to the Company's employee stock
ownership plan, and the remaining 75,000 shares are issuable pursuant to
unexercised stock options. Of the shares of the Common Stock currently
beneficially owned by Mr. McLean, 215,570 shares were acquired by the use of
funds lent to him by the Company, which have been repaid to the Company, 100,000
shares were acquired by stock grants from the Company, 4,831 shares were
acquired pursuant to the Company's employee stock ownership plan, 68,200 shares
were acquired by the use of personal funds and the remaining 300,000 shares are
issuable pursuant to unexercised stock options. Of the shares of the Common
Stock currently beneficially owned by Mr. Milan, 40,000 shares were acquired by
stock grants from the Company, and the remaining 34,000 shares are issuable
pursuant to unexercised stock options. Of the shares of Common Stock currently
beneficially owned by Mr. Rogers, 61,558 shares were acquired by the use of
funds lent to him by the Company, which have been repaid to the Company, 60,000
shares were acquired by stock grants from the Company, 2,125 shares were
acquired pursuant to the Company's employee stock ownership plan and the
remaining 100 shares were acquired by the use of personal funds.
The Group Members anticipate that Hospitality or one of its
subsidiaries will borrow funds to finance the acquisition pursuant to the
merger. It is expected that these funds will consist of $2,200,000 to be
borrowed from John Hancock Real Estate Finance, Inc. in connection with the
acquisition of the assets of the Stockyards Hotel and $5,000,000 to be borrowed
from AMRESCO Commercial Finance, Inc. in connection with the Cat's Meow. The
Group Members have not yet entered into any agreements with respect to these
proposed loans.
<PAGE> 10
ITEM 4: PURPOSE OF TRANSACTION
The shares of the Common Stock currently owned by each Group Member
were acquired for investment purposes.
The Group Members intend to effect the merger and related transactions
described in Item 2 of this Schedule 13D, which is incorporated into this Item 4
by reference.
American will be the surviving company of the merger. The officers and
the sole director of American immediately following the merger are expected to
be as follows:
<TABLE>
<S> <C>
Robert H. McLean President and sole Director
Robert Korman Vice President, Secretary and Treasurer
Terry Kearney Vice President
Frank J. Milan Vice President
</TABLE>
As a result of the merger and the related transactions, the Company
will cease to exist, and the limited liability company agreement of Hospitality
and American will constitute the charter documents of those companies. Also as a
result of the merger, the Common Stock will no longer be listed on the American
Stock Exchange, will no longer be publicly traded and will cease to be
registered under Section 12(g) of the Securities Exchange Act of 1934.
<PAGE> 11
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The following table sets forth information regarding the beneficial
ownership of Common Stock by each Group Member. Except as otherwise noted, each
named beneficial owner has sole voting and investment power with respect to the
shares owned.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME OF GROUP MEMBER BENEFICIAL OWNERSHIP PERCENT OF CLASS
-------------------- -------------------- ----------------
<S> <C> <C>
Hampton Hodges 58,000 1.46%
Terry Kearney 63,000(1) 1.58%(2)
Robert Korman 134,530(3) 3.33%(4)
Robert H. McLean 688,601(5) 16.13%(6)
Frank J. Milan 74,000(7) 1.85%(8)
Walter D. Rogers, Jr 123,783 3.12%
All Group Members 1,141,914(9) 25.95%(10)
(6 in Number)
</TABLE>
----------
(1) This figure includes 23,000 shares of Common Stock issuable to
Kearney pursuant to employee incentive stock options which are currently
exercisable.
(2) This percentage is calculated including the 23,000 shares covered
by the stock options owned by Mr. Kearney.
(3) This figure includes 2,354 shares which are owned by the Employee
Stock Ownership Plan and are voted by Mr. Korman pursuant to the plan and
includes 75,000 shares issuable to Mr. Korman pursuant to employee incentive
stock options which are currently exercisable.
(4) This percentage is calculated including the 75,000 shares covered
by the stock options owned by Mr. Korman.
(5) This figure includes 4,831 shares owned by the Company's Employee
Stock Ownership Plan which are voted by Mr. McLean pursuant to such plan and
300,000 shares of Common Stock issuable to Mr. McLean pursuant to non-qualified
stock options which are currently exercisable. This figure includes 21,100
shares owned by a limited partnership that Mr. McLean controls. This figure also
includes 20,000 shares owned by a limited partnership of which Mr. McLean is a
limited partner and an officer of the general partner but does not have an
ownership interest in the general partner, and 1,100 shares owned by Mr.
McLean's spouse. Mr. McLean disclaims beneficial ownership of these 21,100
shares.
(6) This percentage is calculated including the 300,000 shares covered
by the stock options owned by Mr. McLean.
(7) This figure includes 34,000 shares of Common Stock issuable to Mr.
Milan pursuant to employee incentive stock options which are currently
exercisable.
(8) This percentage is calculated including the 34,000 shares covered
by the stock options owned by Mr. Milan.
<PAGE> 12
(9) This figure includes the 432,000 shares of the Common Stock
issuable pursuant to the stock options described in notes 1, 3, 5 and 7
hereinabove.
(10) This percentage is calculated including the 432,000 shares of the
Common Stock issuable pursuant to the stock options described in notes 1, 3, 5
and 7 hereinabove, and all percentages are rounded to the nearest one-hundredth
of a percent.
None of the Group Members has effected any transactions in the Common
Stock within the past sixty days.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
There are currently no contracts, arrangements, understandings or
relationships among the Group Members or between the Group Members and any
person with respect to any securities of the Company, other than (a) those
general understandings described in Item 2 of this Schedule 13D, which is
incorporated into this Item 6 by reference, and (b) various stock option
agreements granting options to purchase shares of the Common Stock to Messrs.
Kearney, Korman, McLean and Milan, copies of which are attached as exhibits to
and listed in Item 7 of this Schedule 13D and incorporated into this Item 6 by
reference.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
a. Agreement among the Group Members to jointly file this Schedule
13D pursuant to Rule 13d-1(k) of the Securities Exchange Act of
1934.
b. Employee Incentive Stock Option Agreement dated August 2, 1995,
between the Company and Mr. Kearney; Amendment No. 1 to Employee
Incentive Stock Option Agreement dated May 1, 1998, between the
Company and Mr. Kearney; Incentive Stock Option Agreement dated
February 10, 1999, between the Company and Mr. Kearney; and
Incentive Stock Option Agreement dated October 4, 1999, between
the Company and Mr. Kearney.
c. Incentive Stock Option Agreement dated February 10, 1999, between
the Company and Mr. Korman; and Non-Qualified Stock Option
Agreement dated October 4, 1999, between the Company and Mr.
Korman.
d. Non-Qualified Stock Option Agreement dated October 4, 1999,
between the Company and Mr. McLean.
e. Employee Incentive Stock Option Agreement dated August 2, 1995,
between the Company and Mr. Milan; Employee Incentive Stock
Option Agreement dated December 26, 1995, between the Company and
Mr. Milan; Amendment No. 1 to Employee Incentive Stock Option
Agreement dated May 1, 1998, between the Company and Mr. Milan;
Incentive Stock Option Agreement dated February 10, 1999, between
the Company and Mr. Milan; and Incentive Stock Option Agreement
dated October 4, 1999, between the Company and Mr. Milan.
<PAGE> 13
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
August 4, 2000
/s/ Terry Kearney
-----------------------------
/s/ Frank J. Milan
-----------------------------
/s/ Robert H. McLean
-----------------------------
/s/ Walter D. Rogers, Jr.
-----------------------------
/s/ Robert Korman
-----------------------------
/s/ Hampton Hodges
-----------------------------
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
a. Agreement among the Group Members to jointly file this Schedule
13D pursuant to Rule 13d-1(k) of the Securities Exchange Act of
1934.
b. Employee Incentive Stock Option Agreement dated August 2, 1995,
between the Company and Mr. Kearney; Amendment No. 1 to Employee
Incentive Stock Option Agreement dated May 1, 1998, between the
Company and Mr. Kearney; Incentive Stock Option Agreement dated
February 10, 1999, between the Company and Mr. Kearney; and
Incentive Stock Option Agreement dated October 4, 1999, between
the Company and Mr. Kearney.
c. Incentive Stock Option Agreement dated February 10, 1999, between
the Company and Mr. Korman; and Non-Qualified Stock Option
Agreement dated October 4, 1999, between the Company and Mr.
Korman.
d. Non-Qualified Stock Option Agreement dated October 4, 1999,
between the Company and Mr. McLean.
e. Employee Incentive Stock Option Agreement dated August 2, 1995,
between the Company and Mr. Milan; Employee Incentive Stock
Option Agreement dated December 26, 1995, between the Company and
Mr. Milan; Amendment No. 1 to Employee Incentive Stock Option
Agreement dated May 1, 1998, between the Company and Mr. Milan;
Incentive Stock Option Agreement dated February 10, 1999, between
the Company and Mr. Milan; and Incentive Stock Option Agreement
dated October 4, 1999, between the Company and Mr. Milan.
</TABLE>
