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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 4 to Schedule 13E-3
Rule 13e-3 Transaction Statement
(Under Section 13(e) of the Securities Exchange Act of 1934)
BFX HOSPITALITY GROUP, INC.
(now known as BFX Hospitality Group, LLC)
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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: [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [X]
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, with
4,400,866 shares of common stock outstanding, and the difference of $2.25
and the exercise price of each outstanding option.
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[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
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INTRODUCTION
This Amendment No. 4 ("Final Amendment") amends and supplements the Rule 13E-3
Transaction Statement on Schedule 13E-3 filed on August 17, 2000 by BFX
Hospitality Group, Inc., a Delaware corporation (the "Company"), Hospitality
Concepts, LLC, a Delaware limited liability company ("Hospitality"), Robert H.
McLean, Walter D. Rogers, Jr., Hampton Hodges, Robert Korman, Frank J. Milan and
Terry Kearney, as amended and supplemented by Amendment No. 1 thereto filed on
September 22, 2000, Amendment No. 2 thereto filed on October 11, 2000 and
Amendment No. 3 thereto filed on November 8, 2000 (as amended and restated, the
"Transaction Statement"). The Transaction Statement was filed in connection
with the proposed merger (the "Merger") of American Hospitality, LLC, a Delaware
limited liability company and a wholly owned subsidiary of Hospitality
("American") with and into the Company pursuant to an Agreement and Plan of
Merger dated August 11, 2000, as amended by and between the Company, Hospitality
and American, with American continuing as the surviving company.
This Final Amendment is being filed with the Securities and Exchange Commission
pursuant to the requirements of Rule 13e-3(d)(3) promulgated under the
Securities and Exchange Act of 1934, as amended, to report the results of the
Merger. Except as expressly set forth in this Final Amendment, all information
in the Transaction Statement remains unchanged.
Item 15. Additional Information.
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The information set forth in Item 15 of the Transaction Statement is
hereby amended and supplemented by including the following information:
Effective as of the close of business on December 21, 2000, the
transactions that are the subject of the Transaction Statement were consummated
as previously described in the Transaction Statement, including the exhibits
hereto, a Certificate of Merger was filed with the Delaware Secretary of State,
the Company was merged with and into American and American's name was changed to
BFX Hospitality Group, LLC.
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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: December 22, 2000.
BFX HOSPITALITY GROUP, LLC, as the surviving
company to the Merger
By: /S/ Robert H. McLean
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Name: ROBERT H. McLEAN
Title: President
HOSPITALITY CONCEPTS, LLC
By: /S/ Robert H. McLean
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Name: ROBERT H. McLEAN
Title: President
MANAGEMENT GROUP
/S/ Robert H. McLean
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ROBERT H. McLEAN
/S/ Walter D. Rogers, Jr.
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WALTER D. ROGERS, JR.
/S/ Hampton Hodges
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HAMPTON HODGES
/S/ Robert Korman
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ROBERT KORMAN
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/S/ Frank J. Milan
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FRANK J. MILAN
/S/ Terry Kearney
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TERRY KEARNEY
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INDEX TO EXHIBITS
Exhibit Number Title
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16(a)(1) The Definitive Proxy Statement of the Company filed with the
Securities and Exchange Commission on November 10, 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.
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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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