-----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, MzWdhQjYaAmZx7vZ3eaUlDgwZIkUmTQ1LK9IlaGj7F/OFSPUsNLSrq0tJRu8FzyV 4o7GKviXV+dDAdauNhVXOA== 0000921895-95-000114.txt : 19951004 0000921895-95-000114.hdr.sgml : 19951004 ACCESSION NUMBER: 0000921895-95-000114 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951003 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KINARK CORP CENTRAL INDEX KEY: 0000055805 STANDARD INDUSTRIAL CLASSIFICATION: COATING, ENGRAVING & ALLIED SERVICES [3470] IRS NUMBER: 710268502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31242 FILM NUMBER: 95578343 BUSINESS ADDRESS: STREET 1: 7060 S YALE CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: 9184940964 MAIL ADDRESS: STREET 1: 7060 SOUTH YALE STREET 2: STE 603 CITY: TULSA STATE: OK ZIP: 741365723 FORMER COMPANY: FORMER CONFORMED NAME: KIN ARK OIL CO DATE OF NAME CHANGE: 19690601 FORMER COMPANY: FORMER CONFORMED NAME: KIN ARK OIL & GAS CO DATE OF NAME CHANGE: 19680906 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/A BUSINESS ADDRESS: STREET 1: 750 LEXINGTON AVE 27TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)(1) KINARK CORPORATION - -------------------------------------------------------------------------------- (Name of issuer) COMMON STOCK, $.10 PAR VALUE - -------------------------------------------------------------------------------- (Title of class of securities) 494474109 - -------------------------------------------------------------------------------- (CUSIP number) STEVEN WOLOSKY, ESQUIRE OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP 505 Park Avenue New York, New York 10022 (212) 753-7200 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) OCTOBER 2, 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 / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). Note. six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 13 Pages) Exhibit Index Appears on Page 10 - ------------- (1) 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 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). ================================================================================ 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 OR ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 503,600 OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER -0- - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 503,600 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 503,600 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! ================================================================================ 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 OR ORGANIZATION NEW YORK - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 27,500(2) OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER -0- - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 27,500(2) - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,500(2) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------- (2) 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 LICHTENSTEIN - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 531,150(3) OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER - 0 - - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 531,150(3) - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 531,150(3) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------ (3) Includes 503,600 Shares owned by Steel Partners II, L.P. and 27,500 Shares managed by Steel Partners Services, Ltd., entities 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* PF, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 533,100(4) OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER - 0 - - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 533,100(4) - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 533,100(4) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------ (4) Includes 503,600 Shares owned by Steel Partners II, L.P. and 27,500 Shares managed by Steel Partners Services, Ltd., entities controlled by Warren G. Lichtenstein and Lawrence Butler. This constitutes Amendment No. 4 ("Amendment No. 4") to Schedule 13D filed by the undersigned on March 25, 1995 (the "Schedule 13D"). Except as specifically amended by this Amendment No. 4, the Schedule 13D, as amended, remains in full force and effect. Defined terms shall have the meaning specified in the Schedule 13D, except as otherwise provided herein. Item 3 is amended to read in its entirety as follows: Item 3. Source and Amount of Funds or Other Consideration. The aggregate purchase price of the 503,600 Shares of Common Stock owned by Steel Partners II is $1,696,189. The Shares of Common Stock owned by Steel Partners II were acquired with partnership funds. The aggregate purchase price for the 50 and 2,000 Shares purchased by Mr. Lichtenstein and Mr. Butler is $250.00 and $11,875.00, respectively, and came from their personal funds. The aggregate purchase price of the 27,500 Shares of Common Stock beneficially owned by Services is $82,288. 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 also be deemed the beneficial owner of the Shares reported to be beneficially owned by Services. Item 4 is amended to include the following: Item 4. Purpose of Transaction. The Reporting Persons met with representatives of the Issuer on September 29, 1995. Following the meeting, the Reporting Persons requested the Issuer to consider restructuring its proposed rights offering as described in a letter sent to the Issuer by counsel to the Reporting Persons (a copy of which is attached hereto). Depending on the Issuer's ultimate decision, the Reporting Persons will consider various alternatives, including but not limited to, seeking to enjoin the Issuer's proposed rights offering, submitting additional financing and other proposals to the Issuer, actively opposing the proposed rights offering, calling a special meeting of stockholders and/or commencing a consent solicitation. Item 5(a) is amended in its entirety to read as follows: 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 3,747,498 Shares outstanding, which is the total number of Shares of Common Stock outstanding as reported in the Company's Quarterly Report on Form 10-Q from the quarter ended June 30, 1995. As of the close of business on October 2, 1995: Steel Partners II beneficially owns 503,600 Shares of Common Stock, constituting approximately 13.4% of the Shares outstanding and Services beneficially owns 27,500 Shares, constituting approximately .7% of the Shares outstanding. Mr. Lichtenstein and Mr. Butler beneficially own 531,150 and 533,100 Shares, respectively, representing 14.2% of the Shares outstanding. Mr. Lichtenstein and Mr. Butler may each be deemed to beneficially own all shares owned by Steel Partners II and Services by virtue of their authority to vote and dispose of such Shares and each of Mr. Lichtenstein and Mr. Butler has sole voting and dispositive power with respect to the 50 and 2,000 Shares, respectively, owned by each individual. Item 7. Material to be Filed as Exhibits. 1. Joint Filing Agreement (previously filed). 2. Letter sent by the Reporting Persons to the Issuer on September 13, 1995 with attached Term Sheet for the proposed debt and equity financing referred to in Item 4 (previously filed). 3. Letter sent by counsel to the Reporting Persons to the Issuer on October 2, 1995. 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: October 2, 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 SCHEDULE A TRANSACTIONS IN THE SHARES WITHIN THE PAST 60 DAYS Shares of Common Stock Date of PURCHASED/(SOLD) PRICE PER SHARE PURCHASE/SALE - ---------------- --------------- ------------- STEEL PARTNERS II, L.P. ----------------------- 2,500 $3.0400 9/15/95 STEEL PARTNERS SERVICES, LTD. ----------------------------- 2,500 $3.0400 9/15/95 WARREN LICHTENSTEIN ------------------- None. LAWRENCE BUTLER --------------- None. EXHIBIT INDEX ------------- EXHIBIT PAGE - ------- ---- 1. Joint Filing Agreement previously filed 2. Letter sent by the Reporting Persons previously filed to the Issuer on September 13, 1995 with attached Term Sheet for the proposed debt and equity financing 3. Letter sent by Counsel to the 11 Reporting Persons to the Issuer on October 2, 1995 EX-99.2 2 EXHIBIT 3 TO 13D/A FILING EXHIBIT 3 --------- October 2, 1995 VIA FACSIMILE AND REGULAR MAIL - ------------------------------ Kinark Corporation 7060 South Yale Avenue Tulsa, Oklahoma 74101 Attention: The Members of the Board of Directors of Kinark Corporation: As you know, we are counsel to Steel Partners II, L.P. ("Steel"). By letter dated September 22, 1995, we confirmed Steel's interest in meeting with appropriate representatives of Kinark Corporation ("Kinark" or the "Company") to discuss Steel's September 13, 1995 proposal and/or to structure an alternative transaction which is in the best interests of the Company's stockholders. As we stated in our letter, in view of the obvious superiority of Steel's proposal, we could not see how the Board, consistent with its fiduciary duties, could contemplate proceeding with the Crimmins proposal without engaging in a full and fair consideration of the alternative transaction being proposed by our client and offering the shareholders of the Company the right to vote on a superior proposal. We also made clear that face-to-face discussions with Steel would disclose that Steel desires to invest additional capital in the Company on appropriate terms, which could include the exercise of its rights to purchase the Company's common stock pursuant to any rights plan which the Company eventually undertakes. In response to my September 22 letter, we received a September 27, 1995 letter from Nelson Mullins Riley & Scarborough ("Nelson Mullins"), stating, inter alia, that such firm represents the Company and that the Company, at its Board of Directors meeting held September 20, 1995, "rejected" Steel's September 13 proposal without even "consider[ing]" it. Nelson Mullins' September 27 letter did confirm the Company's interest in meeting with Steel and its representatives on Friday, September 29th; the meeting, we believe, was doomed from the start, both because Mr. Crimmins did not attend and because the September 27 letter expressly foreclosed the possibility of any substantive discussions with authorized representatives of the Board regarding Steel's September 13 proposal and other viable alternatives to the Company's proposal.(1) Earlier today, Steel and representatives of this firm met with Paul Chastain, Chris Goodkin and Paul Quiros of Nelson Mullins. While the meeting was cordial, Kinark's representatives refused to engage in any efforts to structure a meaningful alternative to Mr. Crimmins' proposal. One of the suggestions made by Steel at the meeting would be to eliminate the preferential sale of notes to Mr. Crimmins entirely -- and in lieu thereof, conduct a rights offering in which Steel, Mr. Crimmins and others (if deemed appropriate by the Company) (together, the "Committed Parties") commit to purchase (i) all shares subject to both their basic subscription and their oversubscription privileges and (ii) any additional shares not subscribed for by the other stockholders (the "Additional Shares"), provided such participation by such Committed Parties in the Additional Shares is on equal terms and on a pro rata basis. Under this proposal, or under an alternative transaction, Steel would be willing to invest up to $6 million of new equity capital in Kinark on terms no more favorable to Steel than those offered to Crimmins and/or any group of which Crimmins is a member. If the Company can demonstrate that it requires more than $6 million from Steel, Steel would be willing to consider making an even greater commitment. The foregoing would undoubtedly provide the Company with the great bulk of the capital needed to promptly complete the Rogers acquisition (even assuming only minimal participation in the rights offering by Kinark's other stockholders), without having to issue the contemplated package of notes and warrants to the Company's Chairman on such disadvantageous terms. For the record, this letter should make clear that Steel is ready to meet with the Company and Mr. Crimmins to structure a proper rights offering to satisfy the Company's immediate and longer-term capital requirements on terms which are in the best interests of all Company stockholders and which do not SUB ROSA transfer the future control of a much stronger Kinark to Mr. Crimmins. If the Company and Mr. Crimmins do not wish to provide such an alternative and choose instead to proceed with the rights - ----------- (1) The September 27 letter contains material inaccuracies, among them, the assertion that Steel "was invited to attend" the Board's July 19, 1995 meeting in Chicago. We are advised by our client that Steel was not invited to this meeting. offering as currently proposed, Steel will have no choice but to take appropriate responsive action. Under Delaware law, the nature and quality of action sufficient to satisfy a director's duty of care varies in proportion to the significance of the decision to be made. Kinark is at a crossroads; the decisions to be made over the next few months are likely to be determinative of its future. A director's duty to obtain and digest all material information, and to probe and consider all available alternatives, is at its greatest under these circumstances. Steel reserves all rights with respect to the Company's conduct to date, and to take any and all other steps, whether reflected in this letter or not, to protect its rights. Our client remains fully committed to negotiate with respect to either its September 13 proposal or the alternative proposal set forth herein. If meaningful negotiations do not occur by October 5, 1995, it is anticipated that Steel will file opposition materials with the SEC and commence appropriate legal action. Very truly yours, Steven Wolosky cc: Warren Lichtenstein Paul A. Quiros, Esq. -----END PRIVACY-ENHANCED MESSAGE-----