SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)(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
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)
JUNE 16, 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 11 Pages)
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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>
================================================================================
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) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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 OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 501,100
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
501,100
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
501,100
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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)
13.38%
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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) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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 OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 25,000(2)
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
25,000(2)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
25,000(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)
.67%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(2) Represents Common Stock of the Issuer purchased by the filing person,
an entity controlled by Warren Lichtenstein and Lawrence Butler, on behalf of a
foreign investment company, which has authorized the filing person to manage
such entity's securities trading portfolio on a discretionary basis, for which
the filing person disclaims beneficial ownership.
<PAGE>
================================================================================
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) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, 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 OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 526,150(3)
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
526,150(3)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
526,150(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)
14.04%
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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 25,000 shares of Common Stock of the Issuer purchased by Steel
Partners Services, Ltd. ("Steel Services"), an entity controlled by Warren
Lichtenstein and Lawrence Butler, on behalf of a foreign investment company,
which has authorized Steel Services to manage such entity's securities trading
portfolio on a discretionary basis, for which Mr. Lichtenstein disclaims
beneficial ownership.
<PAGE>
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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) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, 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 OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 528,100(4)
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
528,100(4)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
528,100(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)
14.10%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(4) Includes 25,000 shares of Common Stock of the Issuer purchased by Steel
Services on behalf of a foreign investment company, which has authorized Steel
Services to manage such entity's securities trading portfolio on a discretionary
basis, for which Mr. Butler disclaims beneficial ownership.
<PAGE>
This constitutes Amendment No. 1 ("Amendment No. 1") to Schedule 13D
filed by the undersigned on March 25, 1995 (the "Schedule 13D"). Pursuant to
Rule 101 of Regulation S-T, this Amendment No. 1 amends and restates the
Schedule 13D to read in its entirety as follows:
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares (the "Shares") of the common stock,
par value $.10 per share ("Common Stock"), of Kinark Corporation ("Issuer"). The
principal executive offices of the Issuer are located at 7060 South Yale, Tulsa,
Oklahoma 74136.
ITEM 2. IDENTITY AND BACKGROUND.
Steel Partners II, L.P. ("Steel") is a Delaware limited partnership.
The principal business of Steel is investing in the securities of micro-cap
companies. The general partner of Steel is Steel Partners Associates, L.P.
("Associates"), a Delaware limited partnership. The general partner of
Associates is Steel Partners, Ltd. ("Partners"), a New York corporation. The
principal business address of Steel, Associates and Partners is 750 Lexington
Avenue, 27th Floor, New York, New York 10022. The executive officers and
directors of Partners are as follows: Warren G. Lichtenstein is Chairman of the
Board, Secretary and a Director; and Lawrence Butler is President, Treasurer and
a Director.
Steel Partners Services, Ltd. ("Steel Services") is a New York
corporation. The principal business of Steel Services is providing management
and advisory services. The principal business address of Steel Services is 750
Lexington Avenue, 27th Floor, New York, New York 10022. The executive officers
and directors of Steel Services are as follows: Warren G. Lichtenstein is
Chairman of the Board, Secretary and a Director; and Lawrence Butler is
President, Treasurer and a Director.
The principal business address of each of Warren G. Lichtenstein and
Lawrence Butler is 750 Lexington Avenue, 27th Floor, New York, New York 10022.
Their principal occupation is their affiliation with Partners and Steel
Services. Each of the executive officers and directors of Partners and Steel
Services is a citizen of the United States of America.
During the past five years, none of Steel, Associates, Partners, Steel
Services, Warren G. Lichtenstein or Lawrence Butler, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
<PAGE>
competent jurisdiction and as a result of which proceeding such person was or is
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.
The aggregate net purchase price for the 501,100 Shares purchased by
Steel was $1,688,977.40. Steel used its working capital to purchase such Shares.
The aggregate net purchase price for the 25,000 Shares purchased by Steel
Services on behalf of the foreign investment company was $74,687.50. Steel
Services used its working capital to purchase such Shares. The aggregate
purchase price for the 2,000 and 50 Shares purchased by Mr. Butler and Mr.
Lichtenstein was $11,875.00 and $250.00, respectively, and came from their
personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
Steel, Steel Services and their executive officers believe that the
Shares of the Issuer at current market prices present an attractive investment
opportunity for capital appreciation.
Steel, Steel Services and their executive officers, based upon an
evaluation of the Issuer's operations and future plans, as well as its own
financial status and general economic and market conditions, may also (a)
acquire additional shares of Common Stock in the open market, in privately
negotiated transactions or otherwise, (b) seek to assist management of the
Issuer in formulating and implementing future policy, (c) seek control of the
Issuer through a negotiated transaction or otherwise, (d) consider asking the
Issuer to have one or more of its representatives appointed to the Board of
Directors of the Issuer, (e) consider engaging in the solicitation of proxies to
elect its nominees to the Board of Directors of the Issuer, or (f) to take a
combination of any actions described above or below. Executives of Steel
occasionally communicate with management of the Issuer regarding the Issuer's
business.
Except as stated herein, Steel, Steel Services and their executive
officers do not presently have any other proposals or plans which would result
in any event listed in items (a) through (j) of Item 4 of Schedule 13D, however,
in the future, based upon an evaluation of the Issuer's operations and future
plans, as well as its own financial status, it may decide to pursue another
course of action. Steel and Steel Services may hold or dispose of the Shares or
may purchase additional shares of Common Stock at such times as it may
determine.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As reported in its Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995, the Issuer had 3,746,410 Shares of Common Stock outstanding on
March 31, 1995. Steel beneficially owns an aggregate of 501,100 Shares,
representing 13.38% of the Shares outstanding, all of such Shares were acquired
in open-market transactions. Mr. Lichtenstein and Mr. Butler beneficially own
526,150 and 528,100 Shares, respectfully, representing 14.04% and 14.10%,
respectfully, of the Shares outstanding, all of such Shares were acquired in
open-market transactions. Steel and Mr. Lichtenstein and Mr. Butler, as the
representatives of Associates, have sole voting and dispositive power with
respect to the Shares beneficially owned by Steel and each of Mr. Lichtenstein
and Mr. Butler has sole voting and dispositive power with respect to the Shares
owned by each individual.
Steel Services has entered into an agreement with a foreign investment
company (the "Fund") pursuant to which Steel Services has been appointed by the
Fund to manage a securities trading portfolio on a discretionary basis. The
25,000 Shares acquired by Steel Services on behalf of the Fund represent
approximately .67% of the Shares outstanding. All of the Shares acquired by
Steel Services on behalf of the Fund were acquired in open market transactions.
Steel Services has sole voting and dispositive power with respect to the Shares
purchased by it on behalf of the Fund. Steel Services disclaims beneficial
ownership of all Shares purchased by it on behalf of the Fund.
Schedule A annexed hereto lists all transactions in the Shares by
Steel, Steel Services, Mr. Lichtenstein and Mr. Butler within 60 days prior to
March 25, 1995, the date of filing the Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL 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.
Dated: June 20, 1995
STEEL PARTNERS II, L.P.,
By: STEEL PARTNERS, LTD., the
general partner of STEEL
PARTNERS ASSOCIATES, L.P.,
general partner
By: /s/ Warren Lichtenstein
-----------------------
Warren Lichtenstein,
Chairman of the Board
STEEL PARTNERS SERVICES, LTD.
By: /s/ Warren Lichtenstein
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Warren Lichtenstein,
Chairman of the Board
/s/ Warren Lichtenstein
-----------------------
Warren Lichtenstein
/s/ Lawrence Butler
-------------------
Lawrence Butler
<PAGE>
SCHEDULE A
Transactions in the Shares Within the Past 60 Days
--------------------------------------------------
Shares of Common
Stock Price Per Date of
Purchased/(Sold) Share Purchase/Sale
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STEEL PARTNERS II, L.P.
-----------------------
2,500 3.55000 01/26/95
5,000 3.55000 01/30/95
5,200 3.50577 01/30/95
10,000 3.53150 01/31/95
10,000 3.53500 02/01/95
10,000 3.55000 02/02/95
10,000 3.55000 02/03/95
40,000 3.55000 02/06/95
16,500 3.28860 02/07/95
1,000 3.30000 02/08/95
7,000 3.30000 02/09/95
500 3.41250 02/14/95
1,700 3.23750 03/02/95
500 3.29000 03/09/95
7,000 3.28000 03/10/95
1,000 3.23750 03/10/95
500 3.35000 03/13/95
5,000 3.30000 03/14/95
196,300 3.27000 03/16/95
500 3.29000 03/16/95
7,500 3.41500 03/16/95
25,000 3.53000 03/17/95
1,000 3.55000 03/20/95
47,500 3.55000 03/21/95
7,000 3.55000 03/23/95
20,000 3.65500 03/23/95
600 3.80000 04/03/95
(2,600) 3.82486 04/18/95
(1,000) 3.44988 04/25/95
(400) 3.31238 04/27/95
(1,400) 3.44988 05/04/95
(400) 3.44988 05/04/95
(3,200) 3.44988 05/04/95
25,000 2.98750 06/16/95
<PAGE>
SCHEDULE A
Transactions in the Shares Within the Past 60 Days
--------------------------------------------------
(cont.)
Shares of Common
Stock Price Per Date of
Purchased/(Sold) Share Purchase/Sale
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STEEL PARTNERS SERVICES, LTD.
-----------------------------
25,000 2.98750 06/16/95
WARREN LICHTENSTEIN
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None.
LAWRENCE BUTLER
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None.
