SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)1
FINAL FILING
Kinark Corporation
(Name of Issuer)
Common Stock, $.10 par value
(Title of class of securities)
494474-10-9
(CUSIP number)
Robert P. Elefante, Chairman
16 South Jefferson Road, Whippany, N.J. 07981; (201) 428-4500
(Name, address and telephone number of person
authorized to receive notices and communications)
May 5, 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 follow 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 9 Pages)
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>
3058 SCHEDULE 13D
CUSIP NO. 494474-10-9 13D PAGE 2 OF 9 PAGES
1 NAME OF REPORT PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Northbridge Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) "[]"
(b) "[X]"
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) "[]"
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES "[]"
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1)
0.0% See Item 5.
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
Page 3 of 9 Pages
Schedule 13D
Northbridge Holding, Inc.
KINARK CORPORATION
(CUSIP NO. 494474-10-9)
SCHEDULE 13D
By this Amendment No. 3 to Schedule 13D, Northbridge Holdings, Inc. hereby
amends and completely restates its previously filed statements on Schedule 13D,
as amended by Amendment No. 1 and Amendment No.2, relating to the common stock
of Kinark Corporation as follows:
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common shares, par value $.10 per share (the
"Common Stock"), of Kinark Corporation, a Delaware corporation (the "Issuer").
The principal executive offices of the Issuer are located at 7060 South Yale
Avenue, Tulsa, Oklahoma 74101-1499.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of Northbridge Holdings, Inc., a
Delaware corporation ("Northbridge"), whose principal business address is 16
South Jefferson Road, Whippany, N.J. 07981. Northbridge is a privately-held
corporation with holdings in the chemicals and plastics businesses. The
business of Northbridge is managed by its Board of Directors. The directors
and executive officers of Northbridge (each of whom is a United States
citizen), their respective business addresses, and information about their
present principal occupations, are as follows:
Name and Business Address Present Principal Occupation
Robert P. Elefante Chairman, CEO and Treasurer of
16 South Jefferson Road Northbridge
Whippany, New Jersey 07981
Lionel C. Allmand President and Secretary of Northbridge
16 South Jefferson Road
Whippany, New Jersey 07981
Michael B. Elefante Assistant Secretary; Attorney
Hemenway & Barnes
60 State Street
Boston, MA 02109
During the last five years, none of the persons identified pursuant to
this Item 2 has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and has not, as a
result of such proceeding, been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Northbridge acquired 97,300 shares of Common Stock through open market
purchases at prices ranging from $4 1/8 to $6 1/8 per share for a total
consideration of $534,100.12. In order to purchase these shares of Common
Stock, Northbridge used funds generated from its operations. As described in
Item 4 below, the Delaware Chancery Court has issued an approval order, and
Northbridge acquired 236,000 shares of Common Stock from Altair Corporation
("Altair") at $4.65 a share, for a total consideration of $1,097,400 (together
all of the Common Stock owned by Northbridge is referred to as the Northbridge
Common Stock").
Northbridge consummated a sale of the Northbridge Common Stock to Michael
T. Crimmins on May 5, 1995
ITEM 4. PURPOSE OF TRANSACTION.
Northbridge no longer owns the Northbridge Common Stock as of May 5, 1995.
The following is a restatement of the history of Northbridge ownership of the
Northbridge Common Stock:
On January 6, 1993, Mark E. Walker, individually and on behalf of the
Robert G. and Pauline B. Walker Revocable Trust, Sally Walker Lauinger, Susan
Walker Lavigne and Lee A. Walker, agreed with Northbridge and its affiliates to
form a group (the "Northbridge Group"), to attempt to increase the value of the
stockholders of Issuer.
On February 3, 1993, Northbridge disseminated to the Issuer's stockholders
copies of consent solicitation materials (the "Consent Statement") for the
purpose of soliciting stockholder consent pursuant to Section 228 of the
Delaware General Corporation Law (the "Consent Solicitation") to: (i) amend the
bylaws of the Issuer (the "Bylaws") to increase the number of the members of
the Issuer's Board of Directors (the "Board") to seventeen (17) and to provide
that stockholders do not have to follow certain procedures to nominate
candidates for the Board and (ii) propose a slate of nominees to the Board (the
"Northbridge Nominees"). The Northbridge Group proposed to undertake through
the Consent Solicitation to secure a change in the current membership of the
Board and the management of the Issuer by soliciting the consent of the
majority of the stockholders of the Issuer. The Northbridge Nominees included
Richard E. Baierlein, Richard C. Butler, Michael T. Crimmins, Robert P.
Elefante, John J. McKetta, David Markowitz, Frank R. Moothart, Raymond W.
Smedley, and Mark E. Walker.
Additionally, as disclosed in the Consent Statement, the Northbridge
Nominees, if elected pursuant to the consent solicitation, intended to
recommend to the Issuer's stockholders that the stockholders vote at the
Issuer's 1993 Annual Meeting to: (i) amend the Issuer's Restated Certificate of
Incorporation to delete the provision that establishes three classes of
directors on the Board (the "Staggered Board Provision"); (ii) amend the Bylaws
to delete the Staggered Board Provision and the provision which allows
directors to be removed only for cause; (iii) amend the Bylaws to decrease the
number of directors to between seven and nine directors; and (iv) remove
certain directors from the Board without cause. Although the Northbridge
Nominees had no present plans or proposals which related to or which would have
resulted in an extraordinary corporate transaction, such as a merger,
reorganization, liquidation, relocation of operations, or sale or transfer of
assets, involving the Issuer or any of its subsidiaries, or any material
changes in the Issuer's business, corporate structure or policies, the
Northbridge Nominees intended to consider each of these alternatives.
On January 11, 1993, Northbridge filed a lawsuit in the Court of the
Chancery of the State of Delaware In and For New Castle County (the "Court")
against Altair, the Issuer and the Issuer's directors: Garry Brainin, George B.
Collins, John F. Guy, Harry B. Jones, John F. Haley, Ivan Hinunel and Paul R.
Chastain. Northbridge filed this lawsuit in its individual capacity and in a
derivative capacity on behalf of the Issuer to seek to enjoin certain actions
that were taken by the Issuer's Board. Northbridge sought to enjoin the
exercise of over $1,112,500 in stock options granted to Mr. Brainin and a
private sale of 206,612 shares of Common Stock to Altair at $4.84 a share.
Northbridge alleged that these actions were taken for the purpose of
entrenching the Altair dominated Board and enriching inside shareholders,
Altair and Garry Brainin.
On January 22, 1993, Northbridge filed a lawsuit in the United States
District Court for the District of Delaware against Altair, the Issuer and the
Issuer's directors alleging violations of federal securities laws. Certain
defendants answered and filed counterclaims and third-party complaints against
Northbridge and certain others.
On March 12, 1993, during the Consent Solicitation, Northbridge filed
preliminary proxy materials with the Securities and Exchange Commission with
respect to the election of three of its nominees at the Issuer's 1993 Annual
Meeting (the "Proxy Solicitation"). The Issuer had set May 12, 1993, as its
annual meeting date and its Bylaws require sixty days advance notice of
director nominees.
On March 23, 1993, the Issuer, Altair, Northbridge and certain other
parties entered into a Memorandum of Understanding (the "Memorandum") to
establish terms for the settlement of the litigation commenced by Northbridge
against Altair, the Issuer, Garry Brainin and certain other parties in the
Court and settlement of the Consent Solicitation and the Proxy Solicitation
commenced by the Northbridge on behalf of the Northbridge Group. On March 25,
1993, certain agreements were executed in accordance with the Memorandum, which
were not delivered and were not binding until the Court issued an Order of
Approval (the "Approval Order"), and which included the following:
(1) Canceling a 200,000 share stock option granted to Garry Brainin.
(2) Setting aside a private sale of 206,612 shares of Common Stock by the
Issuer to Altair, with the amounts paid by Altair for such shares repaid by the
Issuer.
(3) The sale by Altair to Northbridge of 236,000 shares of Common Stock
owned by Altair for a price of $4.65 per share for a total consideration of
$1,097,400 pursuant to a Purchase Agreement among Northbridge, Altair and the
Issuer (the "Purchase Agreement"). These shares of Common Stock were
transferred to Northbridge upon the issuance of the Approval Order.
(4) A Standstill Agreement among Northbridge, Altair, Mr. Brainin and
certain other parties, whereby Altair, Mr. Brainin and certain other affiliates
of Altair agreed to refrain from owning any Common Stock, soliciting proxies
with respect thereto, attempting to seek control of the Issuer or taking other
specified actions for a period of five years.
(5) A Non-Competition and Confidentiality Agreement between Northbridge
and Altair, whereby Altair and its affiliates agreed to refrain from pursuing
certain competitive activities with the Issuer for a five-year period.
Also, pursuant to the Memorandum, on March 25, 1993, Mr. Brainin resigned
as Chairman of the Issuer's Executive Committee and as a director of the
Issuer. John F. Guy and George B. Collins, officers and directors of Altair,
also resigned from the Issuer's Board on March 25, 1993. Richard E. Baierlein,
Michael T. Crimmins and Mark E. Walker were appointed by the Issuer's Board to
fill the resulting vacancies on the Board.
On May 13, 1993, the Court issued the Approval Order and the transactions
described above were completed upon the release of the documents and funds that
had been held in escrow pending the Court's issuance of the Approval Order.
The Board agreed to nominate Messrs. Crimmins, Walker and Smedley for election
to the Board at the 1993 Annual Meeting. Mr. Baierlein's position on the Board
did not expire until 1995.
Messrs. Baierlein, Crimmins and Walker recommended that the Board adopt a
resolution recommending that the stockholders at the 1993 Annual Meeting amend
the Certificate and Bylaws to delete the Staggered Board Provision with respect
to the election of directors at the 1994 Annual Meeting. The recommendation
was approved by the Shareholders at the 1993 Annual Meeting. Messrs. Crimmins
and Walker still serve on the Board of Directors of the Issuer.
Except as described above, Northbridge does not presently have any plans
or proposals which relate to or would result in any of the transactions
described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
All notes for the purchase of the Northbridge Common Stock and pledge
agreements thereto have been paid in full and the shares have been released
from the pledge.
Northbridge sold all shares of the Common Stock held by it in a
transaction which occurred on May 5, 1995. Northbridge does not own, directly
or indirectly, any further shares of the Common Stock.
ITEM 6. OTHER CONTRACTS
Other contracts, arrangements and understandings are described in Item 4.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
(Date)
NORTHBRIDGE HOLDINGS, INC.
By: /s/Robert P. Elefante
(Signature)
Robert P. Elefante, Chairman
(Name/Title)
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 7, 1993
(Date)
(Signature)
Robert P. Elefante, Chairman
(Name/Title)
