<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 1 to Schedule 13E-3
Rule 13e-3 Transaction Statement
(Under Section 13(e) of the Securities Exchange Act of 1934)
BFX HOSPITALITY GROUP, INC.
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(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
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(Name of Person(s) Filing Statement)
Common Stock, $.05 par value
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(Title of Class of Securities)
119885200
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(CUSIP Number of Class of Securities)
Robert H. McLean
226 Bailey Avenue, Suite 101
Fort Worth, Texas 76107
(817) 332-4761
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(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
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Transaction valuation* Amount of filing fee
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$9,984,199 $1,997
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* The filing fee is calculated based on $2.25 per share of common stock,
and 4,400,866 shares of common stock following the expected exercise
of all outstanding options.
[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.
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 September 22,
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 under the Section of the
Proxy Statement entitled "The Parties" is incorporated
herein by reference.
(b) Securities. The information set forth on the first page of
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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. *
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(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" 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" is incorporated herein by reference.
(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, neither the Company,
Hospitality, American, nor any director or executive
officer of the Company, Hospitality or 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.
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* Indicates Item is not applicable.
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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
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Sections of the Proxy Statement entitled "Summary Term
Sheet", "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.
(b) Different Terms. *
---------------
(c) 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.
(d) Provisions for Unaffiliated Security Holders. The
--------------------------------------------
information set forth under "Available Information" is
incorporated herein by reference.
(e) Eligibility for Listing or Trading. *
----------------------------------
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
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(a) Transactions. *
------------
(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. *
------------------------
(d) Agreements Involving the Company's Securities. The
---------------------------------------------
information set forth in the Section of the Proxy Statement
entitled "The Merger and Related Special Factors" is
incorporated herein by reference.
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 - Merger Agreement", "The Merger and
Related Special Factors," "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.
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* Indicates Item is not applicable.
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(c) Plans. The information set forth in the Sections of the
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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 Agreement", "The Merger and Related Special
Factors - Future Plans of the Company", "The Merger and
Related Special Factors - Purpose of and Reasons for the
Merger; Certain Effects of the Merger" 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 Sections of
--------
the Proxy Statement entitled "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 - Background of the Company" 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 - 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" 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.
(d) Effects. The information set forth under the Sections of
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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", "The Merger and
Related Special Factors - Purposes of and Reasons for the
Merger; Certain Effects of the Merger" and "The Merger
Agreement - Material U.S. Federal Income Tax Consequences
of the Merger" is incorporated herein by reference.
Item 8. Fairness of the Transaction.
---------------------------
(a) Fairness. The information set forth under the Sections of
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the Proxy Statement entitled "Summary Term Sheet -
Recommendation of the Board of Directors", "Summary Term
Sheet - Management Groups Determination of Fairness to
Public Stockholders", "The Merger and Related Special
Factors - Background of the Company",
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* Indicates Item is not applicable.
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"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 - 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 Independent
Committee's Financial Advisors", "The Merger and Related
Special Factors - Determination of Fairness of the Merger
by the Independent Committee and the Board of Directors"
and "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", "The Special Meeting - Vote
Required" 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 .
(d) Unaffiliated Representative. The information set forth
---------------------------
under the Section of the Proxy Statement entitled "The
Merger and Related Special Factors - Background of the
Company" 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", "The
Merger and Related Special Factors - Background of the
Company" 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.
(f) Other Offers. *
------------
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
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(a) Report, Opinion or Appraisal. The information set forth
----------------------------
under the Sections of the Proxy Statement entitled "Summary
Term Sheet - Opinions of Independent Committee's Financial
Advisors" and "The Merger and Related Special Factors -
Opinions of Independent Committee's Financial Advisors"
is incorporated herein by reference.
(b) Preparer and Summary Term Sheet of the Report, Opinion or
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Appraisal. The information set forth under the Sections of
---------
the Proxy Statement entitled "Summary Term Sheet - Opinions
of Independent Committee's Financial Advisors" and "The
Merger and Related Special Factors - Opinions of
Independent Committee's Financial Advisors" 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, 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
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* Indicates Item is not applicable.
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<PAGE>
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"
and "The Merger and Related Special Factors - Estimated
Fees and Expenses; Source of Funds" is incorporated herein
by reference.
(b) Conditions. The information set forth under the Section of
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the Proxy Statement entitled "The Merger and Related
Special Factors - Estimated Fees and Expenses; Source of
Funds" 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 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 Section
--------------
of the Proxy Statement entitled "Summary Term Sheet -
Estimated Fees and Expenses; Source of Funds" and "The
Merger and Related Special Factors - Estimated Fees and
Expenses; Source of Funds" 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.
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* Indicates Item is not applicable.
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<PAGE>
(b) Securities Transactions. Information set forth under the
-----------------------
Section of the Proxy Statement entitled "Security
Ownership" and "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.
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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", "The
Merger and Related Special Factors - Background of the
Company" 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 Proxy
Statement 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 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. *
---------------------
(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.
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(a) Solicitations or Recommendations. The information set forth
--------------------------------
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 Section of the Proxy Statement entitled "The
Special Meeting - Proxies" is incorporated herein by
reference.
Item 15. Additional Information.
----------------------
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* Indicates Item is not applicable.
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<PAGE>
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 September 22,
2000 and 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 Shareholders 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.
(d) 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.
(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) *
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* Indicates Item is not applicable.
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<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: September 21, 2000.
BFX HOSPITALITY GROUP, INC.
By: /s/ ROBERT H. MCLEAN
-----------------------------------
Name: ROBERT H. McLEAN
Title: President
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* Indicates Item is not applicable.
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<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: September 21, 2000.
HOSPITALITY CONCEPTS, LLC
By: /s/ ROBERT H. MCLEAN
--------------------------------
Name: ROBERT H. McLEAN
Title: President
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* Indicates Item is not applicable.
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<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: September 21, 2000.
/s/ ROBERT H. MCLEAN
--------------------------------------
ROBERT H. McLEAN
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* Indicates Item is not applicable.
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<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: September 21, 2000.
/s/ WALTER D. ROGERS, JR.
-------------------------------------
WALTER D. ROGERS, JR.
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* Indicates Item is not applicable.
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<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: September 21, 2000.
/s/ HAMPTON HODGES
--------------------------------------
HAMPTON HODGES
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* Indicates Item is not applicable.
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<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: September 21, 2000.
/s/ ROBERT KORMAN
------------------------------------
ROBERT KORMAN
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* Indicates Item is not applicable.
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<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: September 21, 2000.
/s/ FRANK J. MILAN
-----------------------------------
FRANK J. MILAN
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* Indicates Item is not applicable.
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<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: September 21, 2000.
/s/ TERRY KEARNEY
---------------------------------------
TERRY KEARNEY
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* Indicates Item is not applicable.
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INDEX TO EXHIBITS
Exhibit Number Title
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16(a)(1) The Preliminary Proxy Statement of the Company filed with
the Securities and Exchange Commission on September 22,
2000 and 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 Shareholders 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(d) 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(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.
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* Indicates Item is not applicable.
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