SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 28, 1996
KINARK CORPORATION
(Exact name of registrant
as specified in its charter)
Delaware 1-3920 71-0268502
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
7060 South Yale Avenue, Tulsa, OK 74136
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area code: (918) 494-0964
N/A
(Former name or former address, if changed since last report.)
(Page 1 of 7 pages)<PAGE>
ITEM 5. OTHER EVENTS.
Agreement to Purchase 49 Shares of Rogers Galvanizing Company Common Stock
The Registrant has reached an agreement to purchase 49 shares of common
stock (the "Stock") of Rogers Galvanizing Company ("RGC") from Meg Simpson
Sterling ("Ms. Sterling"), one of the three remaining minority stockholders of
RGC. The acquisition of the Stock will increase the Registrant's ownership of
RGC common stock to 857 shares, or 73% of the issued and outstanding RGC common
stock.
The terms of the sale of the Stock were agreed to among the Registrant,
Ms. Sterling and The Trust Company of Oklahoma ("TCO"), at a hearing on TCO's
Request for Instructions held on Monday October 28, 1996, before the Honorable
Judge David E. Winslow in the District Court in and for Tulsa Count, State of
Oklahoma. The purchase price of the Stock will be $7,100 per share, for an
aggregate purchase price of $347,900. The Registrant will make an initial down
payment of $47,900, concurrently with the transfer of the Stock to the
Registrant. The Registrant will pay the balance of the purchase price by
delivery of a promissory note (the "Note") in the original principal amount of
$300,000, with interest accruing at a rate of 8% per annum. The principal
amount of the Note will be paid in four equal monthly installments of $75,000,
plus accrued but unpaid interest, payable on the first day of December, 1996,
and the first day of January, February and March, 1997. The Registrant's
obligations under the Note will be secured by a pledge of the Stock. As long
as the Registrant is not in default of its obligations under the Note, the
Registrant will have the right to vote the Stock, to receive dividends on the
Stock and to exercise any other rights of ownership of the Stock.
The Registrant will prepay the unpaid principal amount of the Note and all
accrued and unpaid interest thereon within eight (8) business days of the
closing of its Rights Offering (as defined below). If the Rights Offering does
not close, the Registrant will satisfy its obligations under the Note over the
term of the Note from operating cash and other sources, if necessary. The
Registrant's Prospectus dated October 4, 1996 (the "Prospectus"), related to
its Rights Offering contained in that certain Registration Statement on Form S-
3 (File No. 333-4937) declared effective by the Securities and Exchange
Commission on October 4, 1996, provides that the Registrant may acquire
minority shares of RGC stock prior to the closing of its Rights Offering by
issuing a promissory note in payment thereof, and the Registrant may use the
proceeds of its Rights Offering to repay any such note.
Clarification of Conditions to Rights Offering
Pursuant to its Prospectus, the Registrant is offering up to 6,066,536
shares of its common stock, $.10 par value per share (the "Common Stock"), to
holders of record as of the close of business on September 27, 1996 (the
"Record Date"). Each stockholder has received one nontransferable right (each,
a "Right") for each one share of Common Stock held on the Record Date, with
each Right entitling the holder thereof to subscribe for and purchase one share
of Common Stock for a price of $3.00 per share (the "Rights Offering"). Rights
will expire at 5:00 p.m., New York City time, on November 8, 1996, unless
extended as provided in the Prospectus (the "Expiration Date").
The Registrant has delivered a letter to Morrow & Co., Inc., the
Information Agent in the Rights Offering, and ChaseMellon Shareholder Services,
L.L.C., the Subscription Agent in the Rights Offering, clarifying the
conditions to the Rights Offering, a copy of which letter is attached hereto as
Exhibit 99.1. This letter clarifies that the issuance of Common Stock pursuant
to the Rights Offering is subject to the receipt of the Minimum Proceeds (as
that term is defined in the Prospectus) and the absence of an injunction issued
by a court of competent jurisdiction permanently enjoining the Rights Offering,
the Acquisition or the Merger (as those terms are defined in the Prospectus).
This clarifies certain section of the Prospectus that the mere filing of an
action seeking to enjoin the Rights Offering, the Acquisition or the Merger
will not terminate or postpone the closing of the Rights Offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KINARK CORPORATION
By: /s/ Ronald J. Evans
Ronald J. Evans
President
Dated: October 31, 1996 <PAGE>
EXHIBIT INDEX
Exhibit Number Description Page
99.1 Letter from the Registrant dated October 31,
1996, regarding clarification to the
conditions of the Registrant's Rights
Offering 6
[KINARK CORPORATION LETTERHEAD]
October 31, 1996
VIA FACSIMILE AND U.S. MAIL
Morrow & Co., Inc.
909 Third Avenue, 20th Floor
New York, New York 10022-4799
Attention: Jerry Mucha
ChaseMellon Shareholder Services, L.L.C.
Reorganization Department
P.O. Box 817
Midtown Station
New York, New York 10018
Attention: Michael Legregin
Re: Rights Offering of Kinark Corporation
Gentlemen:
This letter is to notify you of certain matters related to the closing of
the Rights Offering (as defined below) presently being conducted by Kinark
Corporation (the "Company"). The Company is notifying you of these matters
because, as the Information Agent and the Subscription Agent in the Rights
Offering, you should be aware of these clarifications in order to properly
fulfill your duties with respect to the Rights Offering.
As you are aware, the Company is offering up to 6,066,536 shares of its
common stock, $.10 par value per share (the "Common Stock"), to holders of
record as of the close of business on September 27, 1996 (the "Record Date"),
pursuant to that certain Prospectus dated October 4, 1996 (the "Prospectus"),
included as part of that certain Registration Statement on Form S-3 filed with
the Securities and Exchange Commission (File No. 333-4937) and declared
effective on October 4, 1996. Each stockholder has received one
nontransferable right (each, a "Right") for each share of Common Stock held on
the Record Date, with each Right entitling the holder thereof to subscribe for
and purchase one share of Common Stock for a price of $3.00 per share (the
"Rights Offering"). Rights will expire at 5:00 p.m., New York City time, on
November 8, 1996, unless extended as provided in the Prospectus (the
"Expiration Date"). Unless otherwise defined in this letter, capitalized terms
used herein shall have the meanings given such terms in the Prospectus.
With respect to your duties as Information Agent and Subscription Agent,
respectively, please be advised that the issuance of shares of Common Stock
pursuant to the Rights Offering is subject to the receipt of the Minimum
Proceeds and the absence of an injunction issued by a court of competent
jurisdiction permanently enjoining the Rights Offering, the Acquisition or the
Merger. This letter should clarify the language in the Prospectus that the
mere filing of a lawsuit seeking such an injunction shall not terminate or
postpone the Rights Offering.
The foregoing clarification relates to the sections of the Prospectus
labeled "Prospectus Summary - Conditions to the Rights Offering," "Prospectus
Summary - Amendment, Extension and Termination," "The Rights Offering -
Conditions to the Rights Offering" and "The Rights Offering - Amendment,
Extension and Termination."
Please call the Company's counsel, Paul A. Quiros, at Nelson Mullins Riley
& Scarborough, L.L.P., at (404) 817-6103 should you have any questions with
respect to these matters.
Very truly yours,
/s/ Paul R. Chastain
Paul R. Chastain
Vice President & Chief Financial Officer
PRC:rc
cc: Paul A. Quiros, Esq.
