SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)(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)
APRIL 1, 1996
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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) / /
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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 527,850
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
527,850
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
527,850
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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)
8.8%
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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 55,250
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
55,250
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
55,250
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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)
.9%
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14 TYPE OF REPORTING PERSON*
CO
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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
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 583,150(2)
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
583,150(2)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
583,150(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)
9.7%
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14 TYPE OF REPORTING PERSON*
IN
===============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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2 Includes 527,850 Shares owned by Steel Partners II, L.P. and
55,250 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 585,100(3)
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
585,100(3)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
585,100(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)
9.7%
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14 TYPE OF REPORTING PERSON*
IN
===============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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3 Includes 527,850 Shares owned by Steel Partners II, L.P. and
55,250 Shares managed by Steel Partners Services, Ltd., entities controlled by
Warren G. Lichtenstein and Lawrence Butler.
<PAGE>
This constitutes Amendment No. 7 ("Amendment No. 7") to Schedule 13D
filed by the undersigned on March 25, 1995 (the "Schedule 13D"). Except as
specifically amended by this Amendment No. 7, 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 2 is amended to read in its entirety as follows:
Item 2. Identity & Background.
(a) This Statement is filed by Steel Partners II, L.P., a
Delaware limited partnership ("Steel Partners II"), Steel Partners Services,
Ltd., a New York corporation ("Services"), Warren G. Lichtenstein and Lawrence
Butler.
Steel Partners, L.L.C., a Delaware limited liability company
("Partners LLC") is the general partner of Steel Partners II. The sole executive
officers and members of Partners LLC are as follows: Warren Lichtenstein is
Chairman of the Board, Secretary and a member; and Lawrence Butler is President,
Treasurer and a member.
The sole executive officers, directors and stockholders of
Steel Partners Services, Ltd., a New York corporation ("Services"), are as
follows: Warren Lichtenstein is Chairman of the Board, Secretary and a
stockholder; and Lawrence Butler is President, Treasurer and a stockholder.
Each of the foregoing are referred to as a "Reporting Person"
and collectively as the "Reporting Persons". By virtue of their positions with
Steel Partners II, Mr. Lichtenstein and Mr. Butler have the power to vote and
dispose of the Issuer's Shares owned by Steel Partners II. Accordingly, the
Reporting Persons are hereby filing a joint Schedule 13D.
(b) The principal business address of each Reporting Person is
750 Lexington Avenue, 27th Floor, New York, New York 10022.
(c) The principal business of Steel Partners II is investing
in the securities of microcap companies. The principal occupation of Mr.
Lichtenstein and Mr. Butler is investing in securities of microcap companies. In
addition, Mr. Butler is the president of Alpha Technologies Group, Inc., a
NASDAQ company engaged in the electronics components business. The principal
business of Services is providing management and advisory services.
Services acquired the 55,250 Shares reported herein for the
account of Quota Fund N.V., a Netherlands Antilles investment corporation
("Quota"). Quota has its principal office at Kaya
<PAGE>
Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. Quota granted investment
discretion to Soros Fund Management ("SFM") pursuant to an investment advisory
contract. SFM's contract with Quota provides that SFM is responsible for
designing and implementing Quota's overall investment strategy, for conducting
direct portfolio management strategies to the extent that SFM determines that it
is appropriate to utilize its own portfolio management capabilities; for
selecting, evaluating and monitoring other investment advisors who manage
separate portfolios on behalf of Quota; and for allocating and reallocating
Quota's assets among the outside managers and itself. In connection therewith,
Quota granted investment discretion to Services pursuant to an investment
advisory contract between Quota and Services (the "Services Contract"). The
55,250 Shares beneficially owned by Services were acquired at the direction of
Services, and neither SFM nor Quota currently exercises voting or investment
discretion over the Shares.
SFM is a sole proprietorship of which George Soros, a United
States citizen, is the sole proprietor. SFM has its principal office at 888
Seventh Avenue, 33rd Floor, New York, New York 10106. Its sole business is to
serve, pursuant to contract, as the principal investment manager to several
foreign investment companies, including Quota.
During the past five years, none of Mr. Soros, SFM, Quota or
any of the managing directors of SFM or Quota have been (a) convicted in a
criminal proceeding, or (b) a party to any civil proceeding as a result of which
they have 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.
Pursuant to regulations promulgated under Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Act"), and notwithstanding
that neither SFM nor Quota currently exercises voting or investment discretion
over the Shares, Mr. Soros (as the sole proprietor and the person ultimately in
control of SFM) may be deemed a beneficial owner of securities, including the
Shares, held for the account of Quota as a result of the contractual authority
of SFM, upon termination of the Services Contract, to acquire voting and
dispositive power with regard to the Shares. Quota, SFM and Mr. Soros have
advised the Reporting Persons that they are not part of any group for purposes
of Section 13(d)(3) of the Act.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person has, during the last five years, been
party to a civil proceeding of a judicial or administrative
<PAGE>
body of competent jurisdiction and as a result of such proceeding 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.
(f) Each of Messrs. Lichtenstein and Butler are citizens of
the United States of America.
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 527,850 Shares owned by
Steel Partners II is $1,762,620. The Shares 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 55,250 Shares beneficially
owned by Services is $158,484. Such Shares were acquired with funds it manages
for Quota. Pursuant to the Services Agreement with Quota, Services has been
appointed to manage, on a discretionary basis, certain of Quota's assets, which
are maintained in a brokerage account in the name of Quota Fund N.V. (Steel).
The Services Agreement may be terminated by either party at any time.
Item 5(a) is amended in its entirety to read as follows:
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 6,026,536 Shares
outstanding, which is the total number of Shares of Common Stock outstanding as
reported in the Company's Annual Report on Form 10-K for the year ended December
31, 1995. The Reporting Person's ownership in this Amendment No. 7 has been
adjusted to reflect the increase of 2,279,038 Shares of Common Stock from the
3,747,498 Shares of Common Stock outstanding as reported in the Issuer's Form
10-Q for the quarter ended September 30, 1995.
As of the close of business on April 1, 1996:
Steel Partners II beneficially owns 527,850 Shares of Common
Stock, constituting approximately 8.8% of the Shares outstanding and Services
beneficially owns 55,250 Shares, constituting approximately .9% of the Shares
outstanding. Mr. Lichtenstein and Mr. Butler beneficially own 583,150 and
585,100 Shares, respectively, representing approximately 9.7% of the Shares
<PAGE>
outstanding, by virtue of their authority to vote and dispose of the 527,850
Shares owned by Steel Partners II and the 55,250 Shares managed by Services.
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.
As a consequence of SFM's ability to terminate the Services
Contract with respect to all investments, including but not limited to those
involving the Shares, and acquire the voting and dispositive power held by
Services with respect to the Shares, notwithstanding that neither SFM nor Quota
currently exercises voting or investment discretion over the Shares, Mr. Soros
(in his capacity as sole proprietor of SFM) may be deemed to be the beneficial
owner of the 55,250 Shares currently held for the account of Quota (representing
approximately .9% of the total number of Shares of Common Stock outstanding).
Quota, SFM and Mr. Soros have advised the Reporting Persons that they are not
part of any group for purposes of Section 13(d)(3) of the Act. All of such
Shares were acquired in open-market transactions.
<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: April 2, 1996 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.,
General Partner
By:/s/ Warren G. Lichtenstein
--------------------------
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
-------------------
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
- ---------------- --------------- -------------
STEEL PARTNERS II, L.P.
-----------------------
2,500 $2.54000 3/14/96
2,500 2.54000 3/18/96
STEEL PARTNERS SERVICES, LTD.
-----------------------------
2,500 $2.54000 3/14/96
2,500 2.54000 3/18/96
WARREN LICHTENSTEIN
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None.
LAWRENCE BUTLER
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None.
