<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Kimmins Environmental
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
KIMMINS ENVIRONMENTAL SERVICE CORP.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 1995
To the Stockholders of
KIMMINS ENVIRONMENTAL SERVICE CORP.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Kimmins Environmental Service Corp. (the "Company") will be held on Wednesday,
May 24, 1995, at 8 a.m., local time, at the Niagara Falls Country Club, 505
Mountain View Drive, Lewiston, New York 14092, for the following purposes:
1. To elect three (3) Directors, each to hold office until the next
Annual Meeting of Stockholders and until their respective successors
have been duly elected and qualified; and
2. To vote on name change from Kimmins Environmental Service Corp. to
Kimmins Corp.
3. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this notice.
The Board of Directors has fixed the close of business on April 17,
1995, as the record date for the determination of stockholders entitled to
notice of, and to vote at, the Annual Meeting of Stockholders, and only
stockholders of record at such time will be so entitled to notice and to vote.
By Order of the Board of Directors,
JOSEPH M. WILLIAMS, Secretary
April 16, 1995
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING, PLEASE DATE, SIGN,
AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED FOR THAT
PURPOSE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
A PROXY IS REVOCABLE AT ANY TIME PRIOR TO THE VOTING OF THE PROXY
BY A SUBSEQUENTLY DATED PROXY, BY WRITTEN NOTICE TO THE SECRETARY
OF THE COMPANY, OR BY PERSONALLY WITHDRAWING THE PROXY AT THE
MEETING AND VOTING IN PERSON.
<PAGE> 3
KIMMINS ENVIRONMENTAL SERVICE CORP.
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 1995
The accompanying form of proxy is solicited on behalf of the Board of
Directors of KIMMINS ENVIRONMENTAL SERVICE CORP. (the "Company") for use at the
Annual Meeting of Stockholders to be held on May 24, 1995, including any
adjournment or adjournments thereof, for the purposes set forth in the
accompanying Notice of Meeting. Only stockholders of record at the close of
business on April 17, 1995, will be entitled to notice of and to vote at such
meeting. Management intends to mail this proxy statement and the accompanying
form of proxy to stockholders on or about April 25, 1995. Proxies in the
accompanying form, duly executed and received in time and not revoked, will be
voted at the meeting. Any proxy given pursuant to such solicitation may be
revoked by the stockholder at any time prior to the voting of the proxy by
submitting a subsequently dated proxy, by written notification to the Secretary
of the Company, or by personally withdrawing the proxy at the meeting and
voting in person.
The address of the principal executive office of the Company is:
1501 Second Avenue East
Tampa, Florida 33605
Telephone Number: (813) 248-3878
As of April 17, 1995, the number of outstanding shares entitled to
vote at the meeting is 13,328,992 shares of Common Stock, par value $.001 per
share (the "Common Stock"), and 6,874,706 shares of Class B Common Stock, par
value $.001 per share (the "Class B Common Stock"), each of which is entitled
to one vote. The Common Stock and Class B Common Stock vote together as one
class.
VOTING PROCEDURES
The directors will be elected by the affirmative vote of a plurality
of the shares of Common Stock and Class B Common Stock, combined, present in
person, or represented by proxy, provided a quorum exists. A quorum is
established if at least a majority of the outstanding shares of Common Stock
and Class B Common Stock, combined, as of April 17, 1995, are present in person
or represented by proxy. All other matters at the meeting shall be decided by
the affirmative vote of a majority of the shares of Common Stock and Class B
Common Stock, combined, cast with respect thereto, provided a quorum exists.
Votes will be counted and certified by the Inspectors of Election, who are one
or more employees of the Company. Failures to vote and broker non-votes will
not count towards determining any required plurality or majority or the
presence of a quorum. Stockholders and brokers returning proxies who are
affirmatively abstaining from voting on a proposition and stockholders
attending the meeting but who are not voting on a proposition will count
towards the presence of a quorum, but will not be counted towards determining
the required plurality or majority for approval of that proposition.
The enclosed proxies will be voted in accordance with the instructions
thereon. Unless otherwise stated, all shares represented by such proxy will be
voted as instructed. Proxies may be revoked as noted in information above.
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares of the Company's
common stock beneficially owned as of March 24, 1995, by (i) persons known by
the Company to own more than 5 percent of the Company's outstanding common
stock, (ii) by each named executive officer and director of the Company, and
(iii) all executive officers and directors of the Company as a group:
<TABLE>
<CAPTION>
Percent of
Name and Address of Percent Total
Beneficial Owner of Voting
(1) Title of Class Number of Shares Class Power
--------------------------- -------------------------- ---------------------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Francis M. Williams Common Stock 5,566,495 (2) 41.8% 61.5%
Class B Common Stock 6,874,706 100.0%
Joseph M. Williams Common Stock 1,099,017 (3) 8.2% 5.4%
Michael Gold Common Stock 36,569 (4) * *
George Chandler Common Stock 14,141 * *
All directors and Common Stock 6,716,222 (2)(3) 50.4%
executive officers (4)(5) 67.3%
as a group Class B Common Stock 6,874,706 100.0%
(four persons)
</TABLE>
(l) The addresses of all officers and directors of the Company above are
in care of the Company at 1501 Second Avenue, East, Tampa, Florida
33605.
(2) Includes 4,437,408 shares owned directly by Mr. Francis M. Williams;
400,000 shares owned by Summerbreeze and 365,250 shares owned by
Sunshadow, both of which Mr. Williams is the sole shareholder of the
corporate general partner and the sole limited partner; 146,726 shares
owned by Mr. Williams' wife; 91,481 shares held by Mr. Williams as
Trustee for his wife and children; 113,739 shares held by Mr. Williams
as Custodian under the New York Uniform Gifts to Minors Act for his
children; 8,691 shares held by the Company's 401(k) and ESOP Plans of
which Mr. Williams is fully vested; and 3,200 shares held by Kimmins
Realty Investment, Inc., of which is owned 100 percent by Mr.
Williams.
(3) Includes 54,000 shares owned by Mr. Joseph M. Williams; 15,200 shares
issuable upon exercise of currently exercisable stock options; 6,155
shares held by the Company's 401(k) and ESOP Plans of which Mr.
Williams is fully vested; and 1,023,662 shares held by the Company's
401(k) Plan and ESOP of which Mr. Williams is a trustee with shared
voting and investment power.
(4) Includes 3,450 shares owned by Mr. Gold; 17,325 shares currently owned
by Mr. Gold's wife; 8,694 held by Mr. Gold as trustee for Mr. Gold's
minor children; 5,100 shares issuable upon exercise of currently
exercisable stock options; and 2,000 shares owned by Gold & Gold, a
general partnership. Mr. Gold shares voting and investing power with
respect to those shares owned by Gold & Gold.
(5) Includes 25,100 shares issuable upon exercise of currently exercisable
stock options; 14,846 shares held by the Company's 401(k) and ESOP
Plans of which certain officers of the Company are fully vested; and
1,023,662 shares held by the Company's 401(k) and ESOP Plans of which
an officer of the Company is a trustee.
* Less than one percent.
2
<PAGE> 5
ELECTION OF DIRECTORS
The proxies granted by stockholders will be voted at the Annual
Meeting of Stockholders for the election of the persons listed below as
Directors of the Company to serve until the next Annual Meeting of Stockholders
and until their respective successors have been duly elected and qualified.
All of the nominees are currently Directors of the Company. Each of the
persons named has indicated to the Board of Directors that he will be available
as a candidate.
<TABLE>
<CAPTION>
Year of First
Name Age Election Position
------------------------- --- -------------- ---------------------------------
<S> <C> <C> <C>
Francis M. Williams 53 1987 Chairman of the Board, President,
and Chief Executive Officer
Michael Gold 46 1987 Director/Attorney
George A. Chandler 65 1990 Director/Business Consultant
</TABLE>
All Directors of the Company hold office until the Annual Meeting of
Stockholders in the year in which their appointment expires or until their
successors have been elected and qualified.
Francis M. Williams has been President and Chairman of the Board of
the Company since its inception. For more than five years prior to November
1988, Mr. Williams had been Chairman of the Board and Chief Executive Officer
of Kimmins Corp. and its predecessors and sole owner of K Management Corp.
From June 1981 until January 1988, Mr. Williams was also the President and a
Director of College Venture Equity Corp., a small business investment company.
Mr. Williams has also been a Director of the National Association of Demolition
Contractors and a member of the Executive Committee of the Tampa Bay
International Trade Council.
Michael Gold has been a Director of the Company since November 1987.
For more than the past five years, Mr. Gold has been a partner in the Niagara
Falls, New York law firm of Gold and Gold.
George Chandler has been a Director of the Company since January 1990.
Since November 1989, Mr. Chandler has been a business consultant. Mr. Chandler
was Chairman of the Board from July 1986 to November 1989, and President and
Chief Executive Officer from October 1985 to November 1989 of Aqua-Chem, Inc.,
a manufacturer of packaged boilers and water treatment equipment. From May
1983 to October 1985, he was President, Chief Executive Officer and a Director
of American Ship Building Co., which is engaged in the construction, conversion
and repair of cargo vessels. Mr. Chandler is also a Director of The Allen
Group Inc., and DeVlieg Bullard, Inc.
During the year ended December 31, 1994, the Board of Directors held
four meetings which were attended by all the Directors. In addition, the
Company's Board of Directors took several actions by written consent. The
Company has an Audit Committee currently comprised of Mr. George A. Chandler
and Michael Gold, which met four times during the year, and a Stock Option
Committee currently comprised of Messrs. Francis M. Williams and Michael Gold,
which met once during the year. The function of the Audit Committee is to meet
periodically with the Company's independent auditors to review the scope and
results of the audit and to consider various accounting and auditing matters
related to the Company, including its system of internal controls. The Audit
Committee also makes recommendations to the Board of Directors regarding the
independent public accountants to be appointed as the Company's auditors.
The Company does not have a Nominating Committee or a Compensation
Committee of the Board of Directors. The function of the Stock Option
Committee is to administer the provision and award of the Company's 1987 stock
option plan.
3
<PAGE> 6
AMENDMENT TO CERTIFICATE OF INCORPORATION
TO EFFECT A CORPORATE NAME CHANGE
At the Annual Meeting, the stockholders will be asked to vote upon an
amendment to the Certificate of Incorporation of the Company to change the name
of the Company from Kimmins Environmental Service Corp. to Kimmins Corp.
Approval of this amendment requires the affirmative vote of the holders of a
majority of the shares of Common Stock and Class B Common Stock of the Company
that are issued and outstanding as of the record date. Messrs. Francis M.
Williams, George A. Chandler, and Michael Gold, all of whom are directors,
beneficially own in excess of 62 percent of the stock issued and outstanding.
All of such persons currently intend to vote the shares which they beneficially
own in favor of this amendment. See "Securities Ownership of Certain
Beneficial Owners and Management." This amendment amends Article I of the
Company's Certificate of Incorporation. The proposed amendment which the
stockholders are being asked to vote on is set forth in full as Exhibit A to
this Proxy Statement.
The Board of Directors consider this amendment advisable due to the
fact that the services provided by the Company through its subsidiaries are
broader than is connoted by the term "environmental services."
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THIS AMENDMENT AND
RECOMMENDS A VOTE FOR ITS APPROVAL.
EXECUTIVE OFFICERS
The executive officers of the Company are elected annually by the
Board of Directors and serve at the discretion of the Board of Directors. In
addition to Francis M. Williams, Chairman of the Board, President, and Chief
Executive Officer, Joseph M. Williams is the only other executive officer of
the Company.
Joseph M. Williams has been the Secretary and Treasurer of the Company
since October 1988. Since November 1991, Mr. Williams has served as President
and has been a Director of Cumberland Holdings, Inc., a holding company whose
wholly-owned subsidiaries provide reinsurance and specialty sureties and
performance and payment bonds. Since June 1986, Mr. Williams has served as
President and Vice President and has been a Director of Cumberland Real Estate
Holdings, Inc., the corporate general partner of Sunshadow Apartments, Ltd.
("Sunshadow") and Summerbreeze Apartments, Ltd. ("Summerbreeze"), both of which
are limited partnerships. In June 1992, both Sunshadow and Summerbreeze filed
voluntary petitions under Chapter 11 of the United States bankruptcy law, and
each entity submitted a prepackaged plan of reorganization. In June 1993,
Sunshadow and Summerbreeze entered into a settlement and note renewal agreement
and the bankruptcy filings were voluntarily dismissed. Mr. Williams has been
employed by the Company and its subsidiaries in various capacities since
January 1984. From January 1982 to December 1983, he was the managing partner
of Williams and Grana, a firm engaged in public accounting. From January 1978
to December 1981, Mr. Williams was employed as a senior tax accountant with
Price Waterhouse & Co. Joseph M. Williams is the nephew of Francis M.
Williams.
4
<PAGE> 7
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary Compensation Table. The following table provides certain
summary information concerning compensation paid or accrued by the Company and
its subsidiaries to officers whose salary and bonus exceeded $100,000 for the
year ended December 31, 1994:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
--------------------------------------
Annual Compensation Awards Payouts
--------------------------------- --------------------------- --------
Securities
Other Restricted Underlying All Other
Name and Annual Stock Options/ LTIP Compen-
Principal Position Year Salary Bonus Compensation Award(s) SARs Payouts sation
----------------------- ---- --------- ----- ------------- ----------- ------------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Francis M. Williams 1994 $ 171,139 $0 $0 $0 $0 $0 $ 977 (*)
Chairman of the 1993 $ 171,137 $0 $0 $0 $0 $0 $ 498 (*)
Board, President 1992 $ 172,120 $0 $0 $0 $0 $0 $ 794 (*)
and Chief
Executive Officer
John V Simon, Jr. 1994 $ 110,759 $0 $0 $0 $0 $0 $1,635 (*)
President of 1993 $ 108,193 $0 $0 $0 $0 $0 $1,069 (*)
Kimmins 1992 $ 87,459 $0 $0 $0 $0 $0 $1,245 (*)
Contracting Corp.
</TABLE>
(*) Represents the Company's contribution to the employee's account of
the Company's 401(k) Plan and premiums paid by the Company for term
life insurance and long-term disability. These plans, subject to the
terms and conditions of each plan, are available to all employees.
Stock Options Granted in the Last Fiscal Year. No stock options or
stock appreciation rights were granted to Francis M. Williams during the year
ended December 31, 1994, and Mr. Williams does not have any stock options or
stock appreciation rights that were granted in previous years.
AGGREGATE OPTIONS EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Value of
Unexercised Unexercised
Options at Options at
Shares Year-End Year-End (1)
Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
----------------------- --------------- ------------- ----------------- -----------------
<S> <C> <C> <C> <C>
John V. Simon, Jr. 0 0 18,200/36,800 $3,510/$0
</TABLE>
(1) Value is calculated using the Company's closing stock price on
December 31, 1994, of $1.50 per share less the exercise price
for such shares.
Compensation Committee Interlocks and Insider Participation. There is
no compensation committee of the Company's Board of Directors or other committee
of the Board performing equivalent functions. The person who performs the
equivalent function is Francis M. Williams, Chairman of the Board, President,
and Chief Executive Officer of the Company.
Compensation of Directors. During the year ended December 31, 1994,
the Company paid non-officer Directors an annual fee of $5,000. Directors are
reimbursed for all out-of-pocket expenses incurred in attending Board of
Directors and committee meetings.
5
<PAGE> 8
Board Compensation Committee Report on Executive Compensation. There
is no formal compensation committee of the Board of Directors or other committee
of the Board performing equivalent functions. As noted above, compensation is
determined by Francis M. Williams, Chairman of the Board, President, and Chief
Executive Officer of the Company under the direction of the Board of Directors.
There is no formal compensation policy for either the Chief Executive Officer or
other executive officers of the Company. Compensation of the Chief Executive
Officer, which primarily consists of salary, is based generally on performance
and the Company's resources. Compensation for Mr. Williams has been fixed
annually each year by the President. Mr. Williams' compensation is not subject
to any employment contract. In 1992, Mr. Williams' compensation was $172,120.
In 1992, the Company recorded revenue of $87,441,742 and net income of $185,216.
In 1993, Mr. Williams' compensation was $171,137. In 1993, the Company recorded
revenue of $83,608,764 and net income of $1,752,663. In 1994, Mr. Williams'
compensation was $171,139. In 1994, the Company recorded revenue of $96,755,001
and net income of $899,300.
Francis M. Williams
George A. Chandler
Michael Gold
6
<PAGE> 9
Performance graph. The following line graph compares, over the past
five years, the stock performance of the Company with the cumulative total
return of companies comprising the Standard and Poors 500. Except for a $.0333
per share cash dividend on the Company's Common Stock paid in July 1989, the
Company pays no dividends and, therefore, there is no cumulative total return
calculation based upon reinvestment of dividends. Such graph is not
necessarily indicative of future price performance. The comparison assumes the
value of the investment in the Company's Common Stock and each index was $100
on December 31, 1989.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS*
Kimmins Environmental Services, S&P 500 And Value Line's Environmental
Services Index (Performance Results Through 12/31/94)
(GRAPH)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
1989 1990 1991 1992 1993 1994
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
The Company $100.00 $47.09 $ 59.30 $ 35.59 $ 35.59 $ 22.48
------------------------------------------------------------------------------------------------------------
Standard & Poors 500 $100.00 $96.83 $126.41 $136.25 $150.00 $151.97
------------------------------------------------------------------------------------------------------------
Environmental Services $100.00 $89.85 $101.62 $102.73 $ 77.92 $ 78.36
------------------------------------------------------------------------------------------------------------
</TABLE>
The Company and its predecessors initially registered its securities
in 1986. The stock performance of the Company and its predecessors, assuming
an investment of $100 at December 31, 1989, and taking into consideration all
stock splits and mergers subsequent to the initial public offering, would be
$22.48 at December 31, 1994. Except for a $.0333 per share cash dividend on
the Company's Common Stock paid in January 1989, the Company pays no dividends
and, therefore, the value at December 31, 1994, assumes no cumulative return
based on reinvested dividends. These results are not necessarily indicative of
future price performance.
7
<PAGE> 10
CERTAIN TRANSACTIONS
During 1992, 1993, and 1994, the Company paid landfill fees of
approximately $426,000, $288,000, and $28,000, respectively, to a company which
is primarily owned by the brother of Mr. Williams. The amount paid
approximated fair market rates for the type of services involved.
On June 30, 1993, Sunshadow Apartments, Ltd., and Summerbreeze
Apartments, Ltd., two Florida real estate limited partnerships (collectively,
the "Apartments"), the Company, Citicorp Real Estate, Inc. ("Citicorp"), and
Francis M. Williams entered into a settlement and note renewal agreement
whereby the Apartments' Chapter 11 bankruptcy filings were voluntarily
dismissed. In accordance with the terms of the settlement agreement,
$3,638,696 of the accounts receivable - affiliates balance recorded by the
Company was converted into a note receivable. The note receivable bears
interest at prime plus 1 3/8 percent, increasing to prime plus 2 percent on
July 1, 1995, with principal and interest payable in monthly installments
through December 31, 1998, and is guaranteed by Mr. Williams. Citicorp also
renewed their mortgage notes with the Apartments through December 31, 1998.
Management of the Company believes that this note receivable balance is fully
collectible since an independent appraisal showed the appraised value of the
properties exceeded all recorded liabilities and all monthly obligations of the
Apartments, including debt, are being met. The Company also will receive
reimbursement for substantially all legal fees and costs incurred related to
this matter.
At December 31, 1993 and 1994, $4,830,000 and $4,937,000,
respectively, of the contract and trade - affiliates balance is due from
affiliates of the Company's president. Amounts due from the partnerships
discussed above at December 31, 1993 and 1994, are approximately $3,626,000 and
$3,588,000, respectively. The affiliated receivables relate to contract
services performed and are guaranteed by Mr. Williams.
STOCKHOLDERS' PROPOSALS FOR 1996 ANNUAL MEETING
Any proposal of stockholders intended to be presented at the 1996
annual meeting of the Company must be received by the Secretary of the Company
at the address set forth on the first page of the Proxy Statement no later than
December 26, 1995, in order for such proposal to be considered for inclusion in
the proxy statement and form of proxy relating to such annual meeting.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has retained Ernst & Young as the auditors of
the Company for the fiscal year ending December 31, 1995. Representatives of
Ernst & Young are expected to be present at the Annual Meeting of Stockholders,
will be given an opportunity to make a statement if they desire to do so, and
will be available to respond to appropriate questions submitted by
stockholders.
8
<PAGE> 11
OTHER MATTERS
A copy of the Company's Annual Report for the fiscal year ended
December 31, 1994, is being furnished herewith to each stockholder of record as
of the close of business on April 17, 1995. Additional copies of the Annual
Report or Form 10-K will be provided free of charge upon written request to:
Stockholder Services
Kimmins Environmental Service Corp.
1501 Second Avenue, East
Tampa, Florida 33605
All of the expenses involved in preparing, assembling, and mailing this
Proxy Statement and the material enclosed herewith will be paid by the Company.
The Company may reimburse banks, brokerage firms and other custodians, nominees,
and fiduciaries for expenses reasonably incurred by them in sending proxy
material to beneficial owners of stock. The solicitation of proxies will be
conducted primarily by mail but may include telephone, telegraph, or oral
communication by directors, officers, or regular employees of the Company acting
without special compensation.
The Board of Directors is aware of no other matters, except as set
forth in the Notice of Meeting and has not been informed of any other matters
to be presented to the Annual Meeting of Stockholders. However, if any matters
other than those referred to above should properly come before the Annual
Meeting of Stockholders, it is the intention of the persons named in the
enclosed proxy to vote such proxy in accordance with their best judgement.
By Order of the Board of Directors,
JOSEPH M. WILLIAMS, Secretary
Tampa, Florida
April 16, 1995
EXHIBIT A
AMENDMENT TO CERTIFICATE OF INCORPORATION
TO EFFECT A CORPORATION NAME CHANGE
The Board of Directors of Kimmins Environmental Service Corp., subject
to shareholder approval, desires to amend the Certificate of Incorporation to
effect a corporation name change from Kimmins Environmental Service Corp. to
Kimmins Corp. The Board of Directors has made this determination due to the
fact the services provided by the Company, through its subsidiaries, are
broader than is connoted by the term "environmental services."
9
