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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 9 for Robert H. McLean)
Under the Securities Exchange Act of 1934
BFX HOSPITALITY GROUP, INC.
(formerly Buffton Corporation)
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
119885200
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(CUSIP Number)
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)
July 29 - August 1, 2000
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
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1. Names of Reporting persons:
Robert H. McLean - SS No. ###-##-####
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2. Check the Appropriate Box if a Member of a Group
(a)
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(b)
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3. SEC Use Only
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4. Source of Funds
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5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
Mr. McLean is a citizen of the United States of America.
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Number of Shares Beneficially Owned By Each Reporting Person With
7. Sole Voting Power 688,601
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8. Shared Voting Power -0-
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9. Sole Dispositive Power 688,601
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10. Shared Dispositive Power -0-
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
688,601
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
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13. Percent of Class Represented by Amount of Row (11)
16.13%, based on the 3,968,866 Shares outstanding as of January 7, 2000
plus 300,000 shares represented by options currently exercisable by
Reporting Person.
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14. Type of Reporting Person IN
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CUSIP No. 119885200
THE STATEMENT ON SCHEDULE 13D
FOR ROBERT H. MCLEAN IS AMENDED AS FOLLOWS:
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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.
On August 4, 2000, a group consisting of Robert H. McLean, Hampton
Hodges, Terry Kearney, Robert Korman, Frank J. Milan, and Walter D. Rogers, Jr.
(the "Group Members") filed a Schedule 13D with the Securities and Exchange
Commission (the "Group Schedule 13D"). 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
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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 site and (g) obtaining
financing on satisfactory terms. The previously announced condition requiring
the sale of the Cabo concept and the Company's two Cabo units in Houston,
Texas, for $3,500,000 in cash was removed on August 2, 2000.
Additional information concerning the address and principal occupation
or employment of each of the Group members is set forth in the Group Schedule
13D and is incorporated herein by reference.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Information concerning source and amount of funds or other
consideration for each of the Group members is set forth in the Group Schedule
13D and is incorporated herein by reference.
Item 4. PURPOSE OF THE TRANSACTION.
If the Group Members 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, and Mr.
McLean is expected to become the President and the sole director of American
immediately following the merger.
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.
Additional information concerning the purpose of the transaction is set
forth in the Group Schedule 13D and is incorporated herein by reference.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Information concerning the beneficial ownership of Common Stock by each
Group member is set forth in the Group Schedule 13D and is incorporated herein
by reference.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Group Schedule 13D states that 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
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as exhibits to, and listed in, Item 7 of the Group Schedule 13D and incorporated
into this Item 6 by reference.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Schedule 13D filed with the Securities and Exchange Commission on August
4, 2000, with respect to BFX Hospitality Group, Inc. by a group consisting of
Messrs. Hampton Hodges, Terry Kearney, Robert Korman, Robert H. McLean, Frank J.
Milan and Walter D Rogers, Jr., which is incorporated herein by reference.
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: August 8, 2000
/S/
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ROBERT H. MCLEAN
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