SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)(1)
KINARK CORPORATION
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(Name of issuer)
COMMON STOCK, $.10 PAR VALUE
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(Title of class of securities)
494474109
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(CUSIP number)
STEVEN WOLOSKY, ESQUIRE
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
OCTOBER 2, 1995
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(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
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(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).
<PAGE>
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 503,600
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
503,600
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
503,600
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS SERVICES, LTD.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
NEW YORK
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 27,500(2)
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
27,500(2)
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
27,500(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.7%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(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.
<PAGE>
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN LICHTENSTEIN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 531,150(3)
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
- 0 -
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9 SOLE DISPOSITIVE POWER
531,150(3)
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
531,150(3)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(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.
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
LAWRENCE BUTLER
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 533,100(4)
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
- 0 -
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9 SOLE DISPOSITIVE POWER
533,100(4)
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
533,100(4)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
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14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(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.
<PAGE>
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:
<PAGE>
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.
<PAGE>
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
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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
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LAWRENCE BUTLER
<PAGE>
SCHEDULE A
TRANSACTIONS IN THE SHARES WITHIN THE PAST 60 DAYS
Shares of Common
Stock Date of
PURCHASED/(SOLD) PRICE PER SHARE PURCHASE/SALE
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STEEL PARTNERS II, L.P.
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2,500 $3.0400 9/15/95
STEEL PARTNERS SERVICES, LTD.
-----------------------------
2,500 $3.0400 9/15/95
WARREN LICHTENSTEIN
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None.
LAWRENCE BUTLER
---------------
None.
<PAGE>
EXHIBIT INDEX
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EXHIBIT PAGE
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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
EXHIBIT 3
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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
<PAGE>
("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.
<PAGE>
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.
