SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1) <F1>
Kinark Corporation
(Name of Issuer)
Common Stock, $.10 par value
(Title of class of securities)
494474-10-9
(CUSIP number)
Joseph J. Morrow
47 LaFayette Place, Apt. 1-E, Greenwich, CT 06830 (203) 661-0766
(Name, address and telephone number of person
authorized to receive notices and communications)
November 8, 1996
(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.
[FN]
<F1> 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).
[/FN]
(Continued on following pages)
(Page 1 of 5 Pages)<PAGE>
Schedule 13D
CUSIP No. 494478-10-9 13D Page 2 of 5 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Joseph J. Morrow
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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 OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,764,532
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 55,536
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,764,532
10 SHARED DISPOSITIVE POWER
55,536
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,820,068
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Page 3 of 5 Pages
KINARK CORPORATION Schedule 13D
(CUSIP NO. 494474-10-9) Joseph J. Morrow
By this Amendment No. 1 to Schedule 13D, Joseph J. Morrow hereby amends
and completely restates the statement on Schedule 13D previously filed on
behalf of Mr. Morrow, relating to the common stock, par value $.10 per share,
of Kinark Corporation, a Delaware 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
(a) This statement is filed with respect to Joseph J. Morrow.
(b) Mr. Morrow's business address is 47 LaFayette Place, Apt. 1-E,
Greenwich, CT 06830.
(c) Mr. Morrow is the Chairman of Morrow & Co., Inc., whose principal
address is 909 Third Avenue, 20th Floor, New York, NY 10022-4799.
(d) Mr. Morrow has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Morrow has not, during the past five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in a judgment, decree or final order enjoining future violations
of or prohibiting or mandating activities subject to, Federal or State
securities laws or a finding of any violation with respect to such laws.
(f) Mr. Morrow is a United States Citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Morrow used personal funds to purchase 32,530 shares of Common Stock
at a subscription price of $3.00 per share for an aggregate price of $97,590,
pursuant to the exercise of subscription rights offered by the Company. The
Company offered to its stockholders of record on September 27, 1996, one
nontransferable right for each one share of Common Stock held as of such date,
with each right entitling the holder to purchase one share of Common Stock at a
subscription price of $3.00 per share (the "Rights Offering"). The Rights
Offering, which closed on November 8, 1996, was conducted pursuant to a
Prospectus dated October 4, 1996, filed as part of the Company's registration
statement on Form S-3 declared effective by the Securities and Exchange
Commission on October 4, 1996 (File No. 333-4937).
Mr. Morrow directly or indirectly purchased 1,759,038 shares of Common
Stock at a price of $2.50 per share for an aggregate price of $4,397,595, on
January 23, 1996. Mr. Morrow used personal funds to purchase the shares
acquired at a price equal to the market value of the Common Stock on the
American Stock Exchange on the date the agreement to acquire the shares was
reached between Mr. Morrow and the Issuer. Mr. Morrow paid market price for
23,500 shares owned prior to January 23, 1996.
<PAGE>
Page 4 of 5 Pages
Schedule 13D
Joseph J. Morrow
ITEM 4. PURPOSE OF TRANSACTION
Mr. Morrow acquired the shares of Common Stock for personal investment
purposes. Mr. Morrow may purchase additional securities of the Issuer in the
future. Mr. Morrow 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
(a) Mr. Morrow currently beneficially owns 1,820,068 shares of the
Issuer's Common Stock, representing 26.9 percent of the currently outstanding
shares of Common Stock. The number of shares beneficially owned by Mr. Morrow
includes 5,000 shares subject to an option which is described in subparagraph
(c) of this Item 5. The aggregate percentage of shares of Common Stock
reported owned by Mr. Morrow is based upon 6,764,386 shares, which is based on
(i) 6,066,536 shares of Common Stock reported as outstanding in the Company's
Quarterly Report on Form 10Q for the quarter ended September 30, 1996, (ii)
692,850 shares of Common Stock issued in the Issuer's Rights Offering and (iii)
5,000 shares subject to an option which is described in subparagraph (c) of
this Item 5.
(b) Mr. Morrow has sole voting power and sole dispositive power with
respect to 1,764,532 shares of Common Stock and he shares voting power and
dispositive power with respect to 55,536 shares of Common Stock with his
spouse, Claire Morrow. Ms. Morrow's address is 47 LaFayette Place, Apt. 1-E,
Greenwich, CT 06830 and she is a citizen of the United States. Ms. Morrow has
not, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). Ms. Morrow has not,
during the past five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of or prohibiting or
mandating activities subject to, Federal or State securities laws or a finding
of any violation with respect to such laws.
(c) In a transaction effected since Mr. Morrow's most recent filing on
Schedule 13D, Mr. Morrow, on July 1, 1996, received an automatic grant of an
option to purchase 5,000 shares of the Issuer's Common Stock at an exercise
price of $3.375. This automatic grant was made to Mr. Morrow as a non-employee
director under the Issuer's 1996 Stock Option Plan. The exercise price
represents the fair market value of the Common Stock on the date of the grant.
Mr. Morrow's option becomes exercisable on January 1, 1997, and Mr. Morrow is
deemed to beneficially own all 5,000 shares subject to this option under Rule
13d-3(d)(1)(i) of the Securities and Exchange Act of 1934, as amended.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
<PAGE>
Page 5 of 5 Pages
Schedule 13D
Joseph J. Morrow
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.
December 18, 1996
(Date)
/s/ Joseph J. Morrow
(Signature)
Joseph J. Morrow
(Name)
