-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CZiHdvsER4/F64kSw9oAZQCAl9IevW0A4WdXhmb7BdorkvBOzLdBPYyR+FGHSoNC FJLoUFw+BcNzi2kE7oAhYQ== 0000930661-97-002080.txt : 19970912 0000930661-97-002080.hdr.sgml : 19970912 ACCESSION NUMBER: 0000930661-97-002080 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970818 ITEM INFORMATION: FILED AS OF DATE: 19970829 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: 8-K SEC ACT: SEC FILE NUMBER: 001-09822 FILM NUMBER: 97672564 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 CITY: FORT WORTH STATE: TX ZIP: 76107 FORMER COMPANY: FORMER CONFORMED NAME: BUFFTON OIL & GAS INC DATE OF NAME CHANGE: 19830405 8-K 1 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT AUGUST 18, 1997 (DATE OF EARLIEST EVENT REPORTED) BFX HOSPITALITY GROUP, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) COMMISSION FILE NUMBER 001-09822 DELAWARE 75-1732794 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.) OF INCORPORATION) 226 BAILEY AVENUE SUITE 101 FORT WORTH, TEXAS 76107 (ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE) OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (817) 332-4761 Item 5 (LETTERHEAD OF BFX HOSPITALITY GROUP, INC. APPEARS HERE) JOINT PRESS RELEASE For Immediate Release: - --------------------- BFX HOSPITALITY GROUP, INC. (FORMERLY BUFFTON CORPORATION) ANNOUNCES REPURCHASE OF 21% OF ITS OUTSTANDING COMMON STOCK AND SETTLEMENT OF STEEL AND RYBACK LITIGATION August 19, 1997, BFX Hospitality Group, Inc. ("BFX - AMEX") today announced the settlement of its litigation against Steel Partners II, L.P. and Ryback Management Corporation, in which BFX had alleged among other things, that Steel, Ryback and others had been operating as a "group" under section 13(d) of the Securities Exchange Act. The defendants have denied all of the allegations of wrongful or unlawful conduct asserted in the litigation. Under the terms of the settlement, Ryback's shares of BFX common stock were purchased by Buffton for total consideration of $2,240,200; Steel's shares of BFX common stock were purchased by Buffton for total consideration of $1,638,250, a figure which includes the reimbursement of certain expenditures incurred by Steel Partners. The 1,629,300 shares of BFX common stock by Steel and Ryback were thus acquired for total consideration of $3,878,450, or $2.38 per share. The repurchased shares will be held by BFX as treasury shares, reducing the total number of outstanding shares of BFX common stock from 7,663,728 to 6,034,428. In addition, the defendants have agreed that for a period of ten years none of them or their affiliates or associates will, among other things, purchase Buffton securities, solicit proxies with respect to Buffton's voting securities, or form or participate in any group with respect to Buffton's securities. Lawrence Callahan of Ryback stated: "We have supported BFX management and in fact voted for the current board at the most recent annual meeting. We are pleased to have any misunderstandings clarified so promptly and are grateful to have the litigation resolved." Warren Lichtenstein, Chairman of Steel Partners, said: "We are grateful to have had an opportunity to meet directly with BFX management and give them our assurance that we never formed a "group" with Ryback and our assurance that we intended nothing hostile to their ongoing operation of the Company." Robert H. McLean, Chairman of BFX commented: "We went to Court to protect BFX's shareholders and we are thoroughly satisfied that this settlement is a positive step forward for the Company. With the Company's purchase of the shares owned by Steel and Ryback and under other terms of the settlement, we are confident that no "group" exists or will exist in the future between Steel Partners and Ryback Management." Contact: BFX: Robert Korman, Vice President & Chief Financial Officer 226 Bailey Avenue, Suite 101 Fort Worth, Texas 76107 (817) 332-4761 BFX HOSPITALITY GROUP, INC. Dated: August 29, 1997 By: /s/ Robert Korman --------------------------- Robert Korman, Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----