SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)<F1>
Kinark Corporation
(Name of Issuer)
Common Stock, $.10 par value
(Title of class of securities)
494474-10-9
(CUSIP number)
Mark E. Walker
2301 N. Central Expressway, #140, Plano, Texas 75075; (214) 423-3483
(Name, address and telephone number of person
authorized to receive notices and communications)
December 22, 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 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 10; Exhibit Index Appears on Page 9)
[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]
<PAGE>
SCHEDULE 13D
CUSIP NO. 494478-10-9 13D PAGE 2 OF 10 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Robert G. and Pauline B. Walker Revocable Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
Texas
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 54,773
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
54,773
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,773 (See Item 5(b))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5% (as of December 31, 1995).
14 TYPE OF REPORTING PERSON*
00
<PAGE>
SCHEDULE 13D
CUSIP NO. 494478-10-9 13D PAGE 3 OF 10 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Pauline B. Walker Revocable Trust A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
Texas
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 54,773
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
54,773
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,773 (See Item 5(b))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5% (as of December 31, 1995).
14 TYPE OF REPORTING PERSON*
00
<PAGE>
SCHEDULE 13D
CUSIP NO. 494478-10-9 13D PAGE 4 OF 10 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Robert G. Walker Irrevocable Trust B
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
Texas
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 54,773
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
54,773
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,773 (See Item 5(b))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5% (as of December 31, 1995).
14 TYPE OF REPORTING PERSON*
00
<PAGE>
SCHEDULE 13D
CUSIP NO. 494478-10-9 13D PAGE 5 OF 10 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Pauline B. Walker
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 54,773
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
54,773
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,773 (See Item 5(b))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5% (as of December 31, 1995).
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
KINARK CORPORATION
(CUSIP NO. 494474-10-9)
SCHEDULE 13D
By this Amendment No. 5 to Schedule 13D, The Robert G. and Pauline B.
Walker Revocable Trust, The Pauline B. Walker Revocable Trust A, The Robert G.
Walker Revocable Trust B and Pauline B. Walker, individually, hereby amend and
completely restate the statement on Schedule 13D previously filed on behalf of
The Robert G. and Pauline B. Walker Revocable Trust, as amended by Amendments
No. 1, No. 2, No. 3 and No. 4, 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 7090 South Yale
Avenue, Tulsa, Oklahoma 74101-1499.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of The Robert G. and Pauline B. Walker
Revocable Trust (the "Original Trust"), and two affiliated trusts, The Pauline
B. Walker Revocable Trust A ("Trust A") and The Robert G. Walker Revocable
Trust B ("Trust B"), and Pauline B. Walker, individually. The Original Trust,
Trust A and Trust B are referred to collectively herein as, the "Trusts."
The Original Trust was formed under the laws of the State of Texas,
pursuant to a Trust Agreement dated July 17, 1990 (the "Trust Agreement").
Trust A and Trust B are residual trusts formed under the Trust Agreement upon
the death of Robert G. Walker; Trust A and Trust B are governed by the Trust
Agreement and are also formed under the laws of the State of Texas. The
business of the Trusts is managed by Pauline B. Walker, as the sole trustee of
each Trust. The principal business address of the Trusts is 10203 Lockleven
Cove, Austin, Texas 78750.
Pauline B. Walker is a United States citizen whose business address is
10203 Lockleven Cove, Austin, Texas 78750.
Pauline B. Walker has not, either individually or as trustee of the
Trusts, during the last five years, 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.
The Original Trust and Pauline B. Walker initially acquired the Common
Stock through transfer from Robert G. Walker, as follows:
(1) 107,022 shares of Common Stock on July 20, 1990;
(2) 181,382 shares of Common Stock on August 7, 1990;
(3) 19,965 shares of Common Stock on October 7, 1990; and
(4) 54,773 shares of Common Stock from an individual retirement account.
The Original Trust acquired an additional 110,000 shares of Common Stock
on October 14, 1992, through the exercise of stock options that had been
granted to Robert G. Walker by the Issuer. In order to exercise the stock
options and acquire the 110,000 shares, the Original Trust borrowed funds from
Plano Bank & Trust.
Robert G. Walker died on August 2, 1991 and Pauline B. Walker became the
sole trustee of the Original Trust and its residual trusts, Trust A and Trust
B. On January 7, 1992, the Trusts sold 10,000 shares of Common Stock, and on
February 6, 1992, made the following distributions to Mr. Walker's heirs:
(1) Mark E. Walker - 25,806 shares;
(2) Susan Walker Lavigne - 25,806 shares; and
(3) Sally Walker Lauinger - 25,806 shares.
On December 27, 1994, the Original Trust transferred 6000 shares by gift
to minor grandchildren of Pauline B. Walker, reducing the number of shares held
by the Trusts and Pauline B. Walker to 379,724.
On December 22, 1995, the Original Trust, Trust A and Trust B sold 324,951
shares of Common Stock to Lee A. Walker at a purchase price of $2.84375 per
share, for an aggregate purchase price of $924,079.41, pursuant to a letter
agreement dated December 22, 1995, by and between Lee Walker and the Trusts.
Lee Walker paid the aggregate purchase price by the execution and delivery to
the Trusts of three promissory notes, each dated December 22, 1995, payable to
the Original Trust, Trust A and Trust B, in the original principal amounts of
$341,150.47, $295,750.00 and $287,178.94, respectively (collectively, the
"Notes"). The Notes are payable on demand and interest accrues on each Note at
the per annum rate of 5.65%. In order to secure repayment of the Notes, Lee
Walker granted each of the Trusts a security interest in the shares purchased
with the Notes.
The Trust holds other assets in addition to the Issuer's Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The Trusts and Pauline B. Walker acquired the shares of Common Stock for
personal investment purposes. The Trust and Pauline B. Walker may purchase
additional securities of the Issuer in the future. The Trusts and Pauline B.
Walker do 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.
The Trusts and Pauline B. Walker beneficially own 54,773 shares of Common
Stock, representing 1.5% of the outstanding shares of Common Stock as of
December 31, 1995. All 54,773 shares of Common Stock are held in an individual
retirement account for the benefit of Pauline B. Walker. The Trusts and
Pauline B. Walker, individually and as sole trustee of the Trusts, share voting
power and despositive power with respect to all 54,773 shares of Common Stock.
The Trusts and Pauline B. Walker, individually and as sole trustee of the
Trusts, ceased to be the beneficial owner of more than 5% of the Common Stock
of the Issuer on December 22, 1995.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Joint Filing Agreement between and among the Original Trust, Trust A,
Trust B and Pauline B. Walker.<PAGE>
SIGNATURES
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.
April 30, 1996
(Date)
The Robert G. and Pauline B. Walker
Revocable Trust
By: /s/ Pauline B. Walker
(Signature)
Pauline B. Walker, Sole Trustee
(Name/Title)
The Pauline B. Walker Revocable Trust A
By: /s/ Pauline B. Walker
(Signature)
Pauline B. Walker, Sole Trustee
(Name/Title)
The Robert G. Walker Irrevocable Trust B
By: /s/ Pauline B. Walker
(Signature)
Pauline B. Walker, Sole Trustee
(Name/Title)
By: /s/ Pauline B. Walker
(Signature)
Pauline B. Walker, Individually
(Name/Title)
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page
99.1 Joint Filing Agreement between
and among the Original Trust,
Trust A, Trust B and Pauline
B. Walker. . . . . . . . . . . . . . 10
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the Joint Filing on
behalf of each of them of an Amendment No. 5 to the Statement on Schedule 13D
originally filed on behalf of The Robert G. and Pauline B. Walker Revocable
Trust with respect to the Common Stock of Kinark Corporation, a Delaware
corporation, and any further amendments thereto. This Joint Filing Agreement
shall be filed as an Exhibit to Amendment No. 5 to the Statement on Schedule
13D.
Dated April 30, 1996
The Robert G. and Pauline B. Walker
Revocable Trust
By: /s/ Pauline B. Walker
Pauline B. Walker, Sole Trustee
The Pauline B. Walker Revocable Trust A
By: /s/ Pauline B. Walker
Pauline B. Walker, Sole Trustee
The Robert G. Walker Irrevocable Trust B
By: /s/ Pauline B. Walker
Pauline B. Walker, Sole Trustee
/s/ Pauline B. Walker
Pauline B. Walker, Individually
