-----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, gWQGMsWwz2XA5DDhgHLtM5G7Rj7vF+RZScuSX6Fv+lZezv0MnaOidP2qolIuFUpG SptlPFAaBR2YfQ3TDEmu5A== 0000930661-95-000041.txt : 199507120000930661-95-000041.hdr.sgml : 19950711 ACCESSION NUMBER: 0000930661-95-000041 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950328 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUFFTON CORP CENTRAL INDEX KEY: 0000351220 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 751732794 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09822 FILM NUMBER: 95523839 BUSINESS ADDRESS: STREET 1: 226 BAILEY AVE STE 101 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 8173324761 MAIL ADDRESS: STREET 1: 226 BAILEY AVE STE 101 STREET 2: 226 BAILEY AVE STE 101 CITY: FORT WORTH STATE: TX ZIP: 76107 FORMER COMPANY: FORMER CONFORMED NAME: BUFFTON OIL & GAS INC DATE OF NAME CHANGE: 19830405 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K /x/ Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Fee Required) For the fiscal year ended December 31, 1994 OR / / Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No Fee Required) For the transition period from ____________ to __________ Commission file number 1-9822 A. Full title of the plan and the address of the plan, if different from that of the issuer named below Employee Stock Ownership Plan of Buffton Corporation B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office Buffton Corporation 226 Bailey Avenue, Suite 101 Fort Worth, Texas 76107 Financial Statements and Exhibits (a) Financial Statements and Financial Statement Schedules The following financial statements and financial statement schedules, together with the report of independent accountants, are included in this annual report: Report of Independent Accountants........... F-1 Statements of Net Assets Available for Plan Benefits as of December 31, 1994 and 1993 ................. F-2 Statements of Changes in Net Assets (Deficit) Available for Plan Benefits for the years ended December 31, 1994, 1993 and 1992 .............................. F-3 Notes to Financial Statements .............. F-4 Schedule I - Schedule of Assets Held for Investment Purposes - Item 30a ......... F-7 (b) Exhibits None 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrators have duly caused this annual report to be signed by the undersigned thereunto duly authorized. Employee Stock Ownership Plan of Buffton Corporation Administrators for the 1994 Plan Year March 24,1995 By: /s/Robert H. McLean ------------------------ President of the Company By: /s/Hampton Hodges ------------------------ Director of the Company By: /s/John M. Edgar ------------------------ Director of the Company 3 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants, Administrators and Trustee of the Employee Stock Ownership Plan of Buffton Corporation In our opinion, the accompanying Statements of Net Assets Available for Plan Benefits and the Statements of Changes in Net Assets (Deficit) Available for Plan Benefits present fairly, in all material respects, the financial status of the Employee Stock Ownership Plan of Buffton Corporation at December 31, 1994 and 1993, and the changes in its financial status for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan Administrators and Trustee; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedule I, although required by ERISA, is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/Price Waterhouse LLP March 24,1995 Fort Worth, Texas F-1 EMPLOYEE STOCK OWNERSHIP PLAN OF BUFFTON CORPORATION STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31,
1994 1993 -------- -------- Assets - ------ Investment in common stock of Buffton Corporation, valued at market of $1.375 and $1.4375 per share, respectively $128,522 $289,896 Receivables - other due from employer 296 295 Cash 397 383 -------- -------- Total assets 129,215 290,574 -------- -------- Liabilities - - - ----------- ________ ________ Net assets available for plan benefits $129,215 $290,574 ======== ========
The accompanying notes are an integral part of these financial statements. F-2 EMPLOYEE STOCK OWNERSHIP PLAN OF BUFFTON CORPORATION STATEMENTS OF CHANGES IN NET ASSETS (DEFICIT) AVAILABLE FOR PLAN BENEFITS For the Years Ended December 31,
1994 1993 1992 ---------- -------- --------- Increase in net assets: - - Employer contributions $ $ $673,047 --------- -------- -------- Increase (decrease) in net assets: Unrealized gain (loss) in market value of Buffton Corporation common stock (5,842) 126,042 12,604 Realized gain on shares issued to participants 8,864 - 9,053 Shares issued to participants (164,396) - (19,053) Interest (expense) income 15 - (42,095) --------- -------- --------- (161,359) 126,042 (39,491) --------- -------- -------- Net increase (decrease) (161,359) 126,042 633,556 Net assets (deficit) available for plan benefits: Beginning of year 290,574 164,532 (469,024) --------- -------- -------- End of period $ 129,215 $290,574 $164,532 ========= ======== ========
The accompanying notes are an integral part of these financial statements. F-3 EMPLOYEE STOCK OWNERSHIP PLAN OF BUFFTON CORPORATION NOTES TO FINANCIAL STATEMENTS Note 1 - Description of the Plan The Employee Stock Ownership Plan of Buffton Corporation (the Plan) was established effective January 1, 1989 as a qualified leveraged employee stock ownership plan. All employees who had attained age twenty-one (21) and completed one year of service on January 1, 1989 were required to participate in the Plan at that date. All other employees shall participate in the Plan upon attaining age 21 and completing one year of service. A participant's account becomes 20% vested at the completion of three years of service and continues to vest 20% per year until fully vested after the completion of seven years of service. On July 11, 1989, Buffton Corporation (the Company) borrowed $937,459 from a bank and concurrently loaned the proceeds to the Plan. Additionally, the Company loaned the Plan $62,541 on July 11, 1989. The proceeds of these loans were used to purchase 215,000 shares, at market price, of the Company's common stock in brokered transactions at an average price of $4.65 per share. The shares acquired in the financing transactions were initially unallocated and held in the Suspense Subfund (the Fund). As the loans were repaid, shares were released from the Fund and were allocated to the participants' accounts in accordance with the Plan and the loan agreements. During 1992, the remaining 142,820 shares were released from the Fund and allocated to the participants' accounts. Administration of the Plan is the responsibility of a committee consisting of three individuals appointed by the Company's Board of Directors. On November 1, 1993, the Company's Board of Directors appointed Bank One, Texas, NA as sole Trustee of the Plan. The Trustee, as custodian of investment securities, is self-insured against losses. Note 2 - Summary of Significant Accounting Policies Accounting Principles The financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. F-4 Investments Investment in the Company's common stock is carried at market value as determined based upon the closing prices as quoted on the American Stock Exchange on December 31, 1994 and 1993 which were $1.38 and $1.44, respectively. The annual appreciation or depreciation of the value of investments held by the Plan is reflected in the Statement of Changes in Net Assets (Deficit) Available for Plan Benefits as unrealized gain or loss in the market value of Buffton Corporation common stock. No investments were sold during the current year. The closing market price of Buffton Corporation common stock on March 20, 1995 was $1.38. Funding Policy There were no employer contributions during 1993 or 1994. Participants are not required to make contributions to the Plan. Note 3 - Issuance of Shares In two separate transactions during the 1992 plan year, the Plan issued a total of 13,333 shares to participants. Cost was determined as the market price per share at the date of issuance. In comparison to the market value of the shares at December 31, 1991, these transactions resulted in a net realized gain of $9,053 to the Plan. In several transactions during the 1994 plan year, the Plan issued a total of 108,196 shares to participants. Cost was determined as the market price per share at the date of issuance. In comparison to the market value of the shares at December 31, 1993, these transactions resulted in a net realized gain of $8,864 to the Plan. During the period January to March 1995, the Plan issued a total of 39,496 shares to participants who terminated prior to December 31, 1994. Cost was determined at the market price per share at the date of issuance. In comparison to the market value of the shares at December 31, 1994, these transactions resulted in a net realized gain of $2,469 to the Plan. F-5 Note 4 - Tax Status of the Plan The Plan applied for and received a favorable determination letter from the Internal Revenue Service, and therefore is exempt from taxation. The Plan Administrators and the Trustee are of the opinion that the Plan continues to fulfill the requirements of a qualified plan. Accordingly, no provision for federal income taxes has been recorded in the accompanying financial statements. Note 5 - Plan Termination Although it has not expressed any intent to do so, the Board of Directors of the Company may terminate the Plan at any time subject to the provisions of ERISA. In the event of termination, participants become fully vested and are entitled to the full amount credited to their individual accounts. F-6 Schedule I EMPLOYEE STOCK OWNERSHIP PLAN OF BUFFTON CORPORATION SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - Item 30a December 31, 1994
EXPENSE CURRENT IDENTITY OF DESCRIPTION INCURRED WITH COST OF VALUE OF PARTY INVOLVED OF ASSET TRANSACTION ASSET ASSET - -------------- ----------- ------------- ------- -------- Company* Aggregate purchase of 93,471 shares of common stock $ - $434,238 $128,522
*Party-in-Interest F-7 Schedule I EMPLOYEE STOCK OWNERSHIP PLAN OF BUFFTON CORPORATION SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - Item 30a December 31, 1993
EXPENSE CURRENT IDENTITY OF DESCRIPTION INCURRED WITH COST OF VALUE OF PARTY INVOLVED OF ASSET TRANSACTION ASSET ASSET - -------------- ----------- ------------- ------- -------- Company* Aggregate purchase of 201,667 shares of common stock $ - $937,350 $289,896
*Party-in-Interest F-8 -----END PRIVACY-ENHANCED MESSAGE-----