-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ihDl0PX5QIf3T8B6L+WstJrMB9v5AIO9wV4E9Pd9rW6QfRrJ+rNBdtjTJ9R6gfx4 Z04U+pgl8nMhf3eTsEbf0w== 0000921895-95-000065.txt : 199507110000921895-95-000065.hdr.sgml : 19950711 ACCESSION NUMBER: 0000921895-95-000065 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950710 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTOINFO INC CENTRAL INDEX KEY: 0000351017 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 132867481 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39031 FILM NUMBER: 95553085 BUSINESS ADDRESS: STREET 1: 1600 ROUTE 208 CITY: FAIR LAWN STATE: NJ ZIP: 07410 BUSINESS PHONE: 2017030500 MAIL ADDRESS: STREET 1: 1600 ROUTE 208 CITY: FAIR LAWN STATE: NJ ZIP: 07410 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II L P CENTRAL INDEX KEY: 0000915653 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 750 LEXINGTON AVE 27TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 AMENDMENT TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Amendment No. 3 for Steel Partners II, L.P.) (Original filing for Steel Partners Services, Ltd., Warren G. Lichtenstein and Lawrence Butler) Under the Securities Exchange Act of 1934 BUFFTON CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 119885200 - -------------------------------------------------------------------------------- (CUSIP Number) Warren G. Lichtenstein Steel Partners II, L.P. 750 Lexington Avenue - 27th Floor New York, New York 10022 (212)-446-5217 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 22, 1995 - -------------------------------------------------------------------------------- (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 Rule 13d-1(b)(3) or (4), check the following box |__|. Check the following box if a fee is being paid with the statement |X|. Page 1 of 14 pages ================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Steel Partners II, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) | | - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | | - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 478,850 OWNED BY ----------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 478,850 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 478,850 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ================================================================================ ================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Steel Partners Services, Ltd. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) | | - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | | - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 52,650(1) OWNED BY ----------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 52,650(1) ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,650(1) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ================================================================================ (1) Represents shares in a securities portfolio owned by a foreign investment company that is managed on a discretionary basis by Steel Partners Services, Ltd. ================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS WARREN G. LICHTENSTEIN - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) | | - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | | - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 531,500(1) OWNED BY ----------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 531,500(1) ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 531,500(1) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ (1) Represents 478,850 shares owned by Steel Partners II, L.P. and 52,650 shares managed by Steel Partners Services, Ltd., an entity controlled by Warren G. Lichtenstein and Lawrence Butler. ================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS LAWRENCE BUTLER - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) | | - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | | - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 531,500(1) OWNED BY ----------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 531,500(1) ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 531,500(1) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ (1) Represents 478,850 shares owned by Steel Partners II, L.P. and 52,650 shares managed by Steel Partners Services, Ltd., an entity controlled by Warren G. Lichtenstein and Lawrence Butler. STATEMENT FOR SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this Statement relates is the common stock (the "Common Stock"), $.05 par value, of Buffton Corporation, Inc., a Delaware corporation (the "Issuer"), whose principal executive office is located at 226 Bailey Avenue, Suite 101, Fort Worth, TX 76107. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is filed by Steel Partners II, L.P., a Delaware limited partnership ("Steel Partners II"), Steel Partners Services, Ltd., a New York corporation ("Services"), Warren G. Lichtenstein and Lawrence Butler. The general partner of Steel Partners II is Steel Partners Associates, L.P. ("Associates"), a Delaware limited partnership. Steel Partners, Ltd., a New York corporation ("SPL"), is the general partner of Associates. The sole officers, directors and shareholders of SPL are Mr. Lichtenstein and Mr. Butler, each of whom is a United States citizen. Messrs. Lichtenstein and Butler are the sole executive officers and directors of Services. Each of the foregoing are referred to as a "Reporting Person" and collectively as the "Reporting Persons". By virtue of their positions with Steel Partners II and Services, Mr. Lichtenstein and Mr. Butler have the power to vote and dispose of the Issuer's shares owned by Steel Partners II and Services. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (b) The principal business address of each Reporting Person is 750 Lexington Avenue, 27th Floor, New York, New York 10022. (c) The principal business of Steel Partners II is investing in the securities of microcap companies. The principal business of Services is proving management and advisory services. The principal occupation of Mr. Lichtenstein and Mr. Butler is investing in securities of microcap companies. In addition, Mr. Butler is the president of Alpha Technologies Group, Inc., a NASDAQ company engaged in the electronics components business. (d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and a result of such proceeding 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. Item 3. Source and Amount of Funds or Other Consideration. The aggregate purchase price of the shares of Common Stock owned by Steel Partners II is $748,926. The shares of Common Stock owned by Steel Partners II were acquired with partnership funds. The aggregate purchase price of the shares of Common Stock beneficially owned by Services is $76,115. Such shares were acquired with funds it manages for a foreign investment company (the "Fund"). Pursuant to an agreement (the "Management Agreement") with the Fund, Services has been appointed to manage, on a discretionary basis, certain of the Fund's assets, which are maintained in a brokerage account in the Fund's name. The Management Agreement may be terminated by either party at any time. Therefore, pursuant to Rule 13d-3(d)(1)(c), the Fund may be deemed the beneficial owner of the Shares reported by Services. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons believe that the shares of the Issuer at current market prices present an attractive investment opportunity for capital appreciation. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) (j) of Item 4 of Schedule 13D. Each intends to review its investment in the Issuer on a continuing basis and, depending on various factors including, without limitation, the Issuer's business affairs and financial position, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, purchasing additional shares of Common Stock, selling some or all of its shares, or proposing a slate of nominees for election as directors at the Issuer's annual meeting, a special meeting of stockholders or otherwise. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 5,458,022 shares outstanding, which is the total number of shares of Common Stock outstanding as reported in the Company's 1995 Proxy Statement. As of the close of business on July 5, 1995: Steel Partners II beneficially owns 478,850 shares of Common Stock, constituting approximately 8.8% of the shares outstanding; and Services beneficially owns 52,650 shares, constituting 1.0%. Collectively, the Reporting Persons own 531,500 shares, constituting 9.7%. Mr. Lichtenstein and Mr. Butler may be deemed to beneficially own 531,500 shares of the Issuer's common stock by virtue of their authority to vote and dispose of the Shares owned by Steel Partners II and managed by Services. (b) By virtue of their positions with Steel Partners II and Services, each of Messrs. Lichtenstein and Butler has the sole power to vote and dispose of the shares reported in this Schedule 13D. (c) Other than the purchases set forth below, neither Reporting Person has engaged in transactions in the Issuer's common stock since Steel Partners II's most recent filing on Schedule 13D. PURCHASES MADE BY STEEL PARTNERS II: Price per Share Date No. of Shares (excl. Commissions) - ---- ------------- ------------------- 6/02/95 4,000 1.4675 6/05/95 1,300 1.4675 6/13/95 900 1.4675 6/15/95 4,000 1.4675 6/16/95 12,000 1.4675 6/20/95 500 1.4675 6/21/95 100 1.4375 6/26/95 5,000 1.4675 07/03/95 350 1.4050 PURCHASES MADE BY SERVICES: Price per Share Date No. of Shares (excl. Commissions) - ---- ------------- ------------------- 6/22/95 2,300 1.4975 6/23/95 7,100 1.4675 6/26/95 5,000 1.4675 6/27/95 20,000 1.4360 6/28/95 400 1.4050 6/29/95 6,400 1.4050 7/03/95 350 1.4050 7/05/95 11,100 1.4610 All such transactions were effected in the open market. (d) Other than the Fund, no person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or to the proceeds from, the sale of such shares of the Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Other than as described herein, there are no contracts, arrangements or understanding among the Reporting Persons, or between the Reporting Persons and any other Person, with respect to the securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 2. Joint Filing Agreement 3. Powers of Attorney SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 6, 1995 STEEL PARTNERS II, L.P. By: Steel Partners Associates, L.P. General Partner By: Steel Partners, Ltd. General Partner By:/s/ Warren G. Lichtenstein -------------------------- Warren G. Lichtenstein, Chief Executive Officer STEEL PARTNERS SERVICES, LTD. By:/s/ Warren G. Lichtenstein ------------------------------ Warren G. Lichtenstein, Chief Executive Officer /s/ Warren G. Lichtenstein ------------------------------ WARREN G. LICHTENSTEIN /s/ Lawrence Butler ------------------------------ LAWRENCE BUTLER EXHIBIT INDEX Exhibit Page 1. Form of Limited Partnership Agreement Previously Filed 2. Joint Filing Agreement 12 3. Powers of Attorney 13 EX-99.1 2 JOINT FILING AGREEMENT JOINT FILING AGREEMENT In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated July 6, 1995 (including amendments thereto) with respect to the common stock of Buffton Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. Dated: July 6, 1995 STEEL PARTNERS II, L.P. By: Steel Partners Associates, L.P. General Partner By: Steel Partners, Ltd. General Partner By:/s/ Warren G. Lichtenstein -------------------------- Warren G. Lichtenstein, Chief Executive Officer STEEL PARTNERS SERVICES, LTD. By:/s/ Warren G. Lichtenstein ------------------------------ Warren G. Lichtenstein, Chief Executive Officer /s/ Warren G. Lichtenstein ------------------------------ WARREN G. LICHTENSTEIN /s/ Lawrence Butler ------------------------------ LAWRENCE BUTLER EX-99.2 3 POWERS OF ATTORNEY POWER OF ATTORNEY Know all men by these presents, that Lawrence Butler hereby constitutes and appoints Warren G. Lichtenstein, his true and lawful attorney-in-fact and agent, with full power of substitution, and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the Schedule 13D, dated July 6, 1995 with respect to the common stock of Buffton Corporation and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, the National Association of Securities Dealers and the Company, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Dated: July 6, 1995 /s/ Lawrence Butler ------------------------------ LAWRENCE BUTLER POWER OF ATTORNEY Know all men by these presents, that Warren G. Lichtenstein hereby constitutes and appoints Lawrence Butler, his true and lawful attorney-in-fact and agent, with full power of substitution, and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the Schedule 13D, dated July 6, 1995 with respect to the common stock of Buffton Corporation and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, the National Association of Securities Dealers and the Company, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Dated: July 6, 1995 /s/ Warren G. Lichtenstein ------------------------------ WARREN G. LICHTENSTEIN -----END PRIVACY-ENHANCED MESSAGE-----