-----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, EhZGElCCewrL9gbr7G5y5sVDv3ZZ3rH2RA3dmfcDoGKwQhT7KJBeRxiUPt7X0TkS s9LTro+HmcswUcfsQmeOJg== /in/edgar/work/20000817/0000950134-00-007201/0000950134-00-007201.txt : 20000922 0000950134-00-007201.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950134-00-007201 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000817 GROUP MEMBERS: FRANK J MILAN GROUP MEMBERS: HAMPTON HODEGES GROUP MEMBERS: MCLEAN ROBERT H GROUP MEMBERS: ROBERT KORMAN GROUP MEMBERS: TERRY KEARNEY GROUP MEMBERS: WALTER D ROGERS JR SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BFX HOSPITALITY GROUP INC CENTRAL INDEX KEY: 0000351220 STANDARD INDUSTRIAL CLASSIFICATION: [3679 ] IRS NUMBER: 751732794 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35264 FILM NUMBER: 704810 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 CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BUFFTON OIL & GAS INC DATE OF NAME CHANGE: 19830405 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCLEAN ROBERT H CENTRAL INDEX KEY: 0000949456 STANDARD INDUSTRIAL CLASSIFICATION: [3679 ] STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 sc13da.txt AMENDMENT NO. 1 TO SCHEDULE 13D 1 OMB APPROVAL OMB Number: 3235-0145 Expires: August 31, 1991 Estimated average burden UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* BFX Hospitality Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.05 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 119885200 - -------------------------------------------------------------------------------- (CUSIP Number) Robert H. McLean BFX Hospitality Group, Inc. 226 Bailey Avenue, Suite 101 Fort Worth, Texas 76107 (817) 332-4761 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 14, 2000 - -------------------------------------------------------------------------------- (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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D AMENDMENT NO. 1 This Amendment No. 1 to Schedule 13D amends the Schedule 13D dated August 4, 2000, filed by Hampton Hodges, Terry Kearney, Robert Korman, Robert H. McLean, Frank J. Milan and Walter D. Rogers, Jr. with respect to the Common Stock of BFX Hospitality Group, Inc. (the "Original Schedule 13D"). Capitalized terms used in this amendment no. 1 have the meanings ascribed to them in the original schedule 13d. ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 of the Original Schedule 13D is amended by adding the following paragraph: On August 14, 2000, Mr. McLean exercised his options to purchase 300,000 shares of the Common Stock. Pursuant to the terms of the option agreement, Mr. McLean paid the exercise price by executing a promissory note payable to the Company in the principal amount of $300,000, bearing interest at 8% per annum, due August 14, 2001, and secured by the 300,000 shares of the Common Stock pursuant to a stock pledge agreement. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Original Schedule 13D is amended to read as follows in its entirety: The following table sets forth information regarding the beneficial ownership of Common Stock by each Group Member. Except as otherwise noted, each named beneficial owner has sole voting and investment power with respect to the shares owned.
AMOUNT AND NATURE OF NAME OF GROUP MEMBER BENEFICIAL OWNERSHIP PERCENT OF CLASS - -------------------- -------------------- ---------------- Hampton Hodges 58,000 1.46% Terry Kearney 63,000(1) 1.58%(2) Robert Korman 134,530(3) 3.33%(4) Robert H. McLean 688,601(5) 16.13% Frank J. Milan 74,000(6) 1.85%(7) Walter D. Rogers, Jr. 123,783 3.12% All Group Members 1,141,914(8) 25.95%(9) (6 in Number)
- ---------- (1) This figure includes 23,000 shares of Common Stock issuable to Kearney pursuant to employee incentive stock options which are currently exercisable. (2) This percentage is calculated including the 23,000 shares covered by the stock options owned by Mr. Kearney. 3 (3) This figure includes 2,354 shares which are owned by the Employee Stock Ownership Plan and are voted by Mr. Korman pursuant to the plan and includes 75,000 shares issuable to Mr. Korman pursuant to employee incentive stock options which are currently exercisable. (4) This percentage is calculated including the 75,000 shares covered by the stock options owned by Mr. Korman. (5) This figure includes 4,831 shares owned by the Company's Employee Stock Ownership Plan which are voted by Mr. McLean pursuant to such plan. This figure includes 21,100 shares owned by a limited partnership that Mr. McLean controls. This figure also includes 20,000 shares owned by a limited partnership of which Mr. McLean is a limited partner and an officer of the general partner but does not have an ownership interest in the general partner, and 1,100 shares owned by Mr. McLean's spouse. Mr. McLean disclaims beneficial ownership of these 21,100 shares. (6) This figure includes 34,000 shares of Common Stock issuable to Mr. Milan pursuant to employee incentive stock options which are currently exercisable. (7) This percentage is calculated including the 34,000 shares covered by the stock options owned by Mr. Milan. (8) This figure includes the 132,000 shares of the Common Stock issuable pursuant to the stock options described in notes 1, 3, 5 and 6 hereinabove. (9) This percentage is calculated including the 132,000 shares of the Common Stock issuable pursuant to the stock options described in notes 1, 3, 5 and 6 hereinabove, and all percentages are rounded to the nearest one-hundredth of a percent. Except as described in Item 3, which is incorporated in this Item 5 by reference, none of the Group Members has effected any transactions in the Common Stock within the past 60 days. 4 After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. August 15, 2000 /s/ Terry Kearney -------------------------------------- /s/ Frank J. Milan -------------------------------------- /s/ Robert H. McLean -------------------------------------- /s/ Walter D. Rogers, Jr. -------------------------------------- /s/ Robert Korman -------------------------------------- /s/ Hampton Hodges -------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----