SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, For Use of the Commission Only (as permitted
by Rule 14C-5(d)(2))
[ ] Definitive Information Statement
Kimmins Environmental Service Corp.
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(Name of Registrant as Specified in Charter)
Board of Directors
Kimmins Environmental Service Corp.
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(Name of Person(s) Filing the Information Statement)
Payment of filing fee (check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii) or 14c-5(g).
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
(1) Title of each class of securities to which transaction
applies: N/A
(2) Aggregate number of securities to which transaction
applies: N/A
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total Fee Paid: N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of 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, of the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A<PAGE>
PRELIMINARY COPY
Kimmins Environmental Service Corp.
1501 Second Avenue, East
Tampa, Florida 33605
(813) 248-3878
Notice of Directors' Action Taken Without a Meeting
To the stockholders of Kimmins Environmental Service Corp.:
On October 2, 1995, the Board of Directors of Kimmins
Environmental Service Corp. (the Company ), adopted an amendment
to the Company's restated Certificate of Incorporation (the
Amendment ) which would effect a one-for-three reverse stock
split (the Reverse Split ) of the Company's Common Stock (the
Existing Common Stock ) and Class B Common Stock, par value
$.001 per share, in which each three shares of Existing Common
Stock issued and outstanding on the effective date of the Reverse
Split (the Effective Date ) will be automatically converted into
one new share of Common Stock (the New Common Stock ) or Class B
Common Stock (the New Class B Common Stock ), as appropriate,
with a par value of $.001 per share. Holders of record of
Existing Common Stock who as of the Effective Date own less than
three shares of Existing Common Stock or own a number of shares
of Existing Common stock not evenly divisible by three will
receive cash in the amount determined by the average daily
closing price per share of the Existing Common Stock on the New
York Stock Exchange for the ten trading days preceding the
Effective Date in lieu of the issuance of any fractional shares
of New Common Stock resulting from the Reverse Split. Holders of
record of Existing Common Stock who as of the Effective Date hold
a number of shares of Existing Common Stock evenly divisible by
three will not receive any fractional payment. The Amendment is
attached as Annex A to the enclosed Information Statement.
Pursuant to Section 228 of the Delaware General Corporation
Law, unless the certificate of incorporation provides otherwise,
any action which may be taken at any annual or special meeting of
stockholders of a Delaware corporation may be taken without a
meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by
the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon
were present and voted. The Company has obtained the written
consent as of October 25, 1995, to the Amendment of the holder of
61.5 percent of the combined outstanding Common Stock and Class B
Common Stock and, therefore, no further consent or vote of
stockholders is necessary to file the Amendment to effect the
Reverse Split. This Notice of Meeting and accompanying
Information Statement constitutes notice of such consent pursuant
to Section 222(d) of the Delaware General Corporation Law.<PAGE>
This Notice and the enclosed Information Statement are
forwarded to you on behalf of the Company's Board of Directors
solely to advise you of the adoption by the Board of Directors of
the Amendment effecting the Reverse Split and the consent of 61.5
percent of the stockholders.
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WE ARE NOT ASKING YOU FOR A PROXY, AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
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Holders of record of the Company's Existing Common Stock at
the close of business on November 20, 1995, are receiving a copy
of this letter and the enclosed Information Statement.
Kimmins Environmental Service Corp.
/s/ Joseph M. Williams
December 21, 1995 Joseph M. Williams
Tampa, Florida Secretary<PAGE>
PRELIMINARY COPY
Kimmins Environmental Service Corp.
1501 Second Avenue, East
Tampa, Florida 33605
(813) 248-3878
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INFORMATION STATEMENT
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Introduction
This Information Statement is being furnished to the
stockholders of record as of November 20, 1995, of Kimmins
Environmental Service Corp., a Delaware corporation (the
Company ), on behalf of the Company's Board of Directors in
connection with an amendment (the Amendment ) to Article 4 of
the Company's Amended and Restated Certificate of Incorporation
(the Certificate of Incorporation ) which would effect a one-
for-three reverse stock split (the Reverse Split ) in which each
three shares of the Company's Common Stock (the Existing Common
Stock ) and Class B Common Stock, par value $.001 per share,
issued and outstanding on the effective date of the Reverse Split
(the Effective Date ), will be automatically converted into one
new share of Common Stock (the New Common Stock ) or Class B
Common Stock (the New Class B Common Stock ), as appropriate,
with a par value $.001 per share. On October 2, 1995, the
Company's Board of Directors adopted a resolution approving the
Amendment. The Amendment was approved on October 25, 1995, by
the written consent of 61.5 percent of the combined voting power
of the Company's Common Stock and Class B Common Stock.
Holders of record of Existing Common Stock who as of the
Effective Date (i) own less than three shares of Existing Common
Stock or (ii) own a number of shares of Existing Common Stock not
evenly divisible by three (collectively, the Fractional
Stockholders ) will receive cash (a Fractional Payment ) equal
to the average daily closing price per share of the Existing
Common Stock on the New York Stock Exchange for the ten trading
days preceding the Effective Date (the Fractional Payment
Amount ) in lieu of the issuance of any fractional shares of New
Common Stock resulting from the Reverse Split. Holders of record
of Existing Common Stock who as of the Effective Date hold a
number of shares of Existing Common Stock evenly divisible by
three will not receive any Fractional Payment. All holders of
New Common Stock after the Effective Date, other than Francis M.
Williams ( FMW ), the Company's majority stockholder, will
continue collectively to hold a minority interest in the Company.
The Amendment is attached as Annex A to this Information
Statement.
The principal executive offices of the Company are located
at 1501 Second Avenue, East, Tampa, Florida 33605. The
telephone number is (813) 248-3878.
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WE ARE NOT ASKING YOU FOR A PROXY, AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of December 1, 1995, there were 13,342,192 shares of
Common Stock and 6,874,706 shares of Class B Common Stock
outstanding, each of which is entitled to one vote. Except as
provided by the Delaware General Corporate Law, the Common Stock
and Class B Common Stock vote together as one class and such
shares were held by approximately 1,500 holders of record. Of
such outstanding shares of Existing Common Stock, FMW
beneficially owned 12,442,338 shares (or 61.5 percent); the
Company's executive officers, including FMW, beneficially owned
an aggregate of 13,585,681 shares (or 67.2 percent); and the
remaining stockholders beneficially owned an aggregate of
6,631,217 shares (or 32.8 percent). See Security Ownership of
Certain Beneficial Owners, Directors and Management.
Section 242 of the Delaware General Corporation Law (the
DGCL ) provides that an amendment to a certificate of
incorporation of a Delaware corporation must be approved by the
holders of capital stock of such corporation representing a
majority of the outstanding shares entitled to vote thereon and a
majority of any of each class entitled to vote thereon as a
class. Section 228 of the DGCL provides that, unless the
certificate of incorporation provides otherwise, approval of any
such amendment may be obtained without a meeting if (i) a written
consent to such amendment is signed by the holders of capital
stock of such Delaware corporation representing a majority of the
votes and (ii) prompt notice of such event is given to the other
stockholders who have not so consented thereto. The DGCL does
not require class voting in this case. On October 25, 1995, the
Company obtained the written consent of the holder of more than a
majority of the Existing Common Stock approving the Amendment to
affect the Reverse Split. This Information Statement will serve
as written notice to stockholders under Section 228 of the DGCL
of the Company's intent to file the Amendment to effect the
Reverse Split.
The Reverse Split will become effective upon the filing of
the Amendment with the Secretary of the State of the State of
Delaware, which the Company anticipates will occur no earlier
than January 11, 1996. This Information Statement is first being
mailed on or about December 21, 1995.<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, and in accordance therewith
files periodic reports, proxy or information statements, and
other information with the Commission relating to its business,
financial statements and other matters. Such reports, proxy
statements, and other information may be inspected and copied at
the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and should also be available for inspection and
copying at the Regional Offices of the Commission located at 7
World Trade Center, 13th Floor, New York, New York 10048, and
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
The date of this Information Statement is December 21, 1995<PAGE>
THE REVERSE SPLIT
Background
General
This Information Statement is being furnished to the
Company's stockholders on behalf of the Company's Board of
Directors, in connection with the Reverse Split. The Reverse
Split, which will be effected by the filing of the Amendment with
the Secretary of State of the State of Delaware, will result in
each three shares of Common Stock and Class B Common Stock issued
and outstanding on the Effective Date being automatically
converted into one share of New Common Stock or New Class B
Common Stock, respectively. The Board of Directors obtained the
written consent of the holders of more than a majority of the
Existing Common Stock and approved the Amendment effecting the
Reverse Split. It is currently anticipated that the Effective
Date of the Reverse Split will be January 11, 1996, and trades of
the New Common Stock will continue to be quoted on the New York
Stock Exchange under the Company's symbol KVN.
Reasons for and Effect of the Proposed Reverse Split
Purpose of the Reverse Split
The purpose for the Reverse Split is to increase the per
share market price of the Company's Common Stock. During the
months prior to the date of this Information Statement, the Board
of Directors of the Company has monitored the Company's financial
condition and analyzed the Company's prospects and future capital
requirements. The Board of Directors has determined in order to
improve the capital structure of the Company, a one-for-three
Reverse Split of the Company's Common Stock would be appropriate.
Moreover, the Board of Directors believes that the current
low per share market price of the Common Stock has had a negative
effect on the marketability of the Existing Common Stock, the
amount and percentage of transaction costs paid by individual
shareholders, and the potential ability of the Company to raise
capital through the issuance of additional shares of Common
Stock. The Board of Directors believes there are several reasons
for these effects.
First, certain institutional investors have internal
policies preventing the purchase of low-priced stocks. Moreover,
a variety of policies and practices of broker-dealers discourage
individual brokers within those firms from dealing in low-priced
stocks because of the time-consuming procedures that make the
handling of low-priced stocks unattractive to broker-dealers from
an economic standpoint. The additional burdens imposed upon
broker-dealers by such requirements may discourage broker-dealers
from effecting transactions in the Common Stock, which could<PAGE>
severely limit the market liquidity of the Common Stock and the
ability of holders of Common Stock to sell such securities.
Second, since the brokers' commissions on low-priced stocks
generally represent a higher percentage of the stock price than
commissions on higher-priced stocks, the current share price of
the Company's Common Stock can result in individual stockholders
paying transaction costs (commissions, markups or markdowns)
which are a higher percentage of their total share value than
would be the case if the Company's share price were substantially
higher. This factor also is believed to limit the willingness of
institutions to purchase the Common Stock.
The Board of Directors anticipates, based on the current
market price, that the Reverse Split will result in a bid price
for the Common Stock of approximately $7.50 per share, based on
the current market price. The Board of Directors also expects
that the decrease in the number of shares of Common Stock
outstanding as a consequence of the Reverse Split, and the
anticipated increased price of the Common Stock, will encourage
interest in the Common Stock and possibly promote greater
liquidity for the Company's stockholders. Although any increase
in the market price of the Common Stock resulting from the
Reverse Split may be proportionately less than the decrease in
the number of outstanding shares, the Reverse Split could result
in a market price for the shares that will be high enough to
overcome the reluctance, policies and practices of brokers and
investors referred to above and to diminish the adverse impact of
trading commissions on the market for the shares. There can be
no assurance that the market price after the Reverse Split will
exceed or remain in excess of the anticipated bid price on the
Effective Date of $7.50 per share.
Effect of the Reverse Split - General
The Reverse Split will be effected by means of filing the
Amendment to the Certificate with the Secretary of State of the
State of Delaware. The Reverse Split will become effective on
the date of filing (the Effective Date ). Without any further
action on the part of the Company or the stockholders, after the
Reverse Split, the certificates representing the Existing Common
Stock will be deemed to represent one-third the number of the New
Common Stock.
The Company has authorized capital stock of 32,500,000
shares of Common Stock and 10,000,000 shares of Class B Common
Stock. The authorized capital stock will not change by reason of
the Reverse Split. As of December 1, 1995, the number of issued
and outstanding shares of Existing Common Stock and Class B
Common Stock was 13,342,192 and 6,874,706, respectively. This
amount does not include shares of Common Stock issuable upon
exercise of outstanding options to purchase an aggregate of
approximately 180,000 shares of Common Stock. The following
table illustrates the principal effects of the Reverse Split and<PAGE>
decrease in outstanding common stock, assuming no additional
shares of common stock are issued prior to the Effective Date as
a result of the exercise of any outstanding options.
Prior to After
Shares of Reverse Reverse
Common Stock Split Split
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Authorized 32,500,000 32,500,000
Outstanding 13,342,192 4,447,397
Shares of Prior to After
Class B Reverse Reverse
Common Stock Split Split
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Authorized 10,000,000 10,000,000
Outstanding 6,874,706 2,291,569
Because the Reverse Split will result in a reduced number of
issued and outstanding shares of common stock with no change in
the number of shares authorized, the Board of Directors will be
able to authorize the issuance, without the consent or approval
of the stockholders of the Company, of an increased number of
additional shares of common stock without increasing the number
of shares authorized.
When the Reverse Split is effected, stockholders of record
holding fewer than three shares of the Existing Common Stock will
cease to have any rights with respect to the common stock of the
Company, except to receive their Fractional Payment, as described
below.
The Reverse Split will result in some stockholders owning
odd lots of less than 100 shares of common stock. Brokerage
commissions and other costs of transactions in odd lots are
generally higher than the costs of transactions in round lots
of even multiples of 100 shares.
The Common Stock is currently registered under Section 12(b)
of the Securities Exchange Act of 1934 (the Exchange Act ); and,
as a result, the Company is subject to the periodic reporting and
other requirements of the Exchange Act. As of the Effective
Date, trades of the New Shares will continue to be quoted on the
New York Stock Exchange under the Company's symbol KVN. <PAGE>
Effective Date
As soon as practicable following the date of this
Information Statement (but no sooner than 20 days thereafter),
the Company will file the Amendment with the Secretary of State
for the State of Delaware. The Reverse Split will become
effective on the day and time of such filing.
Exchange of Stock Certificates
As soon as practicable after the Effective Date, the Company
will send a letter of transmittal to each holder of record of
Existing Common Stock outstanding on the Effective Date. The
letter of transmittal will contain instructions for the surrender
of certificate(s) representing such shares of Existing Common
Stock to Continental Stock Transfer & Trust Company, the
Company's exchange agent (the Exchange Agent ). Upon proper
completion and execution of the letter of transmittal and return
thereof to the Exchange Agent, together with the certificate(s)
representing shares of Existing Common Stock, a stockholder will
be entitled to receive a certificate representing the number of
New Common Stock and Class B Common Stock into which his old
shares have been reclassified and changed as a result of the
Reverse Split.
Stockholders should not submit any certificates until
requested to do so. No new certificate will be issued to a
stockholder until he has surrendered his outstanding
certificate(s), together with the properly completed and executed
letter of transmittal to the Exchange Agent.
Each beneficial owner of Existing Common Stock held in
street name by a brokerage firm, bank, clearing agency or other
nominee should contact such entity as soon as possible prior to
the Effective Date to ensure that such beneficial owner receives
the stock certificate(s) representing the New Common Stock and
any Fractional Payment for fractional shares of New Common Stock
which the Company would be required to pay if such beneficial
owner held such shares in its own name on the Effective Date.
The Company intends to contact all such brokerage firms, banks,
clearing agencies and nominees of which it has knowledge prior to
the Effective Date to make arrangements to pay Fractional
Payments and issue certificates for shares of New Common Stock to
each such entity on behalf of such beneficial owners. If the
Company has made such an arrangement with any such nominee, a
beneficial holder need not register in its own name the shares
its holds beneficially in order to receive a Fractional Payment.
No service charges will be payable by stockholders in
connection with the exchange of certificates or the payment of
cash in lieu of issuing fractional shares, all expenses of which
will be borne by the Company.<PAGE>
Cash Payment in Lieu of Fractional Shares
In lieu of issuing fractional shares resulting from the
Reverse Split, the Company will value each outstanding share of
Common Stock held immediately prior to the Reverse Split
determined by the average daily closing price per share of the
Common Stock on the New York Stock Exchange for the ten trading
days preceding the Effective Date. Such per share price is
sometimes hereinafter referred to as the Purchase Price. In
lieu of fractional shares arising as a result of the Reverse
Split, holders of fewer than three shares immediately prior to
the Reverse Split will be entitled to receive cash equal to the
product of multiplying the Purchase Price by the number of shares
of Common Stock held immediately prior to the Reverse Split that
were not evenly divisible by three. No brokerage commission will
be payable by holders who receive cash in lieu of fractional
shares. No interest will be paid or accrued on the cash payable
in lieu of the issuance of fractional shares after the Reverse
Split is effected.
Effects on Holders of Less Than Three Shares of Existing Common
Stock
No Future Interest in the Company. When the Reverse Split
is consummated, shares held by stockholders of record with fewer
than three shares of Existing Common Stock will be automatically
cancelled on the Effective Date, and as of such date such holders
will not be stockholders of the Company and, therefore, will not
participate in its future potential earnings, growth or
dividends, if any, or any future acquisitions or other business
combinations, if any. Instead, each such holder of Existing
Common Stock will receive a Fractional Payment, equal to the
average daily closing price per share of the Existing Common
Stock on the New York Stock Exchange for the ten trading days
preceding the Effective Date in cash without interest and without
the incurrence of any brokerage fees.
Any stockholder owning fewer than three shares who desires
to retain an equity interest in the Company after the Effective
Date, may do so by purchasing sufficient additional shares of the
Company's Common Stock in the open market to increase his
ownership to three shares or more prior to the Effective Date.
Effects on Holders of New Common Stock, Generally
Continued Minority Interest in the Company. Stockholders,
other than all Directors and Executive Officers, who receive
shares of New Common Stock (including holders of Existing Common
Stock who as of the Effective Date hold a number of shares of
Existing Common Stock evenly divisible by three) will hold shares
representing approximately 32.8 percent of the total outstanding
shares and, thus, will continue to hold a minority interest in
the Company. FMW, as the Company's majority stockholder, will
continue to be able to substantially influence the management of<PAGE>
the operations and affairs of the Company and will continue to
have the power to elect a majority of the Company's Board of
Directors and to approve any action requiring shareholder
approval, including approval of certain corporate transactions,
including a merger or the sale of substantially all of the
Company's assets.
Effects on Fractional Stockholders Holding More than Three Shares
of Existing Common Stock
Increased or Reduced Interest in the Company. Stockholders
holding a number of shares of Existing Common Stock greater than,
but not evenly divisible by, three will receive a Fractional
Payment in lieu of the issuance of any fractional shares of New
Common Stock resulting from the Reverse Split equal to the
average daily closing price per share of the Existing Common
Stock on the New York Stock Exchange for the ten trading days
preceding the Effective Date. As opposed to Stockholders holding
less than three shares of Existing Common Stock, such
stockholders will continue to hold a minority interest in the
Company (collectively, approximately 32.8 percent), although for
individual stockholders that interest may be slightly more or
less (as a percentage of their equity interest in the Company)
than their pre-Reverse Split interest depending on the number of
shares of Existing Common Stock held in each individual case.
Effects on Holders of Existing Common Stock Holding Shares
in Amounts Evenly Divisible by Three
No Fractional Payment. Stockholders holding a number of
shares of Existing Common Stock evenly divisible by three will
not receive any Fractional Payment. Such stockholders will
continue to have an economic interest in the Company, which
interest will be slightly greater (as a percentage of their
equity interest in the Company) than their pre-Reverse Split
interest as a result of the liquidation of fractional interests.
Appraisal Rights
Pursuant to DGCL, there will be no appraisal rights for
dissenting stockholders in connection with the Amendment to
effect the Reverse Split, and the Company will not provide
stockholders with such right.<PAGE>
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a summary of the federal income
tax consequences expected to result to holders of Existing Common
Stock from the Reverse Split and to holders of New Common Stock.
The summary is based upon current provisions of the Internal
Revenue Code of 1986, as amended (the Code ), applicable
treasury regulations, judicial authority and administrative
rulings and practice, all in effect as of the date of this
Information Statement. There can be no assurance that the
Internal Revenue Service (the Service ) will not take a contrary
view, and no ruling from the Service has been or will be sought.
Legislative, judicial or administrative changes or
interpretations may be forthcoming that could alter or modify the
statements and conclusions set forth herein. Any such changes or
interpretations may or may not be retroactive and could affect
the tax consequences to holders of Existing Common Stock or New
Common Stock.
The tax treatment of a holder of Existing Common Stock or
New Common Stock may vary depending upon such holder's particular
situation. Certain holders (including insurance companies, tax-
exempt organizations, financial institutions or broker-dealers,
foreign corporations, and persons who are not citizens or
residents of the United States) may be subject to special rules
not discussed below. This discussion is limited to those who
have held Existing Common Stock, and who will hold New Common
Stock, as capital assets (generally property held for
investment) within the meaning of Section 1221 of the Code. EACH
HOLDER OF EXISTING COMMON STOCK AND NEW COMMON STOCK SHOULD
CONSULT HIS OR HER TAX ADVISOR AS TO THE PARTICULAR TAX
CONSEQUENCES OF THE REVERSE SPLIT OR OF THE OWNERSHIP AND
DISPOSITION OF THE NEW COMMON STOCK, INCLUDING THE APPLICABILITY
AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS.
Reverse Split
The Reverse Split is intended to be treated as a
recapitalization described in Section 368(a)(1)(E) of the Code.
With such treatment of the Reverse Split, holders who receive New
Common Stock in exchange for their Existing Common Stock pursuant
to the Reverse Split will not recognize any gain or loss as a
result of such exchange, except with respect to cash received in
lieu of fractional shares of New Common Stock (as discussed
below). A holder's initial tax basis in the New Common Stock
received will be equal to such holder's adjusted tax basis in the
Existing Common Stock surrendered therefor, and the holder's
holding period for the New Common Stock will include such
holder's holding period in the Existing Common Stock surrendered
therefor.<PAGE>
The payment by the Company of cash in lieu of fractional
shares of New Common Stock will, if the payment is described in
Section 302(b)(1), (2) or (3) of the Code, result in gain or loss
being recognized by any such person in an amount equal to the
difference between the amount of cash received and the adjusted
tax basis in the shares of Existing Common Stock for which the
cash was received. Such gain or loss will generally be long-term
capital gain or loss, provided the holder held the Existing
Common Stock for more than one year.
Section 302(b)(1) of the Code describes a redemption which
is not essentially equivalent to a dividend. Section 302(b)(2)
of the Code describes a redemption which is substantially
disproportionate with respect to a shareholder. Section
302(b)(3) of the Code describes a redemption which constitutes a
purchase of all of the stock of the redeeming corporation which
is owned by the shareholder. In determining whether a redemption
of a particular shareholder is described in Section 302(1), (2)
or (3) of the Code, certain constructive ownership rules apply
whereby stock owned by certain persons or entities which are
related in specified manners to a particular shareholder are
treated as owned by that shareholder.
Because the determination of whether the payment of cash in
lieu of fractional shares of New Common Stock is described in
Sections 302(b)(1), (2) or (3) of the Code depends upon the
particular facts and circumstances of each holder of Existing
Common Stock, no statement can be made concerning whether or not
such redemptions will be so described. If, with respect to any
holder of Existing Common Stock, the payment of cash in lieu of
fractional shares of Existing Common Stock is not described in
Section 302(b)(1), (2) or (3) of the Code, the transaction will
not be treated as a sale of shares of Existing Common Stock for
which the cash was received and, instead, the cash received by
such a holder will be treated as an ordinary income dividend to
the extent of the Company's earnings and profits. Any cash
received by such a holder in excess of the Company's earnings and
profits will be applied against and reduce the adjusted tax basis
of the holder's shares of Existing Common Stock for which the
cash was received and, if there still remains cash in excess of
the Company's earnings and profits and such adjusted tax basis,
such excess will be treated as a gain from a sale of the shares
of Existing Common Stock for which the cash was received.
Consequences to the Company
There will be no material federal income tax consequences to
the Company as a result of the Reverse Split.
THE FOREGOING DISCUSSION OF CERTAIN FEDERAL INCOME TAX
CONSEQUENCES IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX
ADVICE. ACCORDINGLY, EACH HOLDER OF EXISTING COMMON STOCK AND
NEW COMMON STOCK SHOULD CONSULT HIS OR HER TAX ADVISOR WITH
RESPECT TO THE TAX CONSEQUENCES TO HIM OR HER OF THE REVERSE<PAGE>
SPLIT AND THE OWNERSHIP AND DISPOSITION OF THE NEW COMMON STOCK,
INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN
AND OTHER TAX LAWS.
OTHER INFORMATION
The costs of preparing the Information Statement, including
printing costs and postage, will be paid by the Company.<PAGE>
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
Security Ownership of the Company
The following table sets forth, as of December 1, 1995,
information concerning the beneficial ownership of the Company's
Existing Common Stock by (i) each person or group known to the
Company to be the beneficial owner of more than 5 percent of its
Existing Common Stock, (ii) each of the Company's directors and
executive officers who holds shares of the Company's Existing
Common Stock (either directly or indirectly), and (iii) each of
the Company's directors and executive officers as a group:
Name and Percent
Address of of
Beneficial Percent Total
Owner Title of Number of of Voting
(1) Class Shares Class Power
-------------- ---------- --------------- ------ ------
Francis M. Common
Williams Stock 5,567,632 (2) 41.7%
Class B 61.5%
Common
Stock 6,874,706 100.0%
Joseph M. Common
Williams Stock 1,082,733 (3) 8.1% 5.4%
Michael Gold Common
Stock 41,669 (4) * *
George Common
Chandler Stock 18,941 * *
All directors Common
and executive Stock 6,710,975 (2)(3) 50.3%
officers (4)(5)
as a group Class B 67.2%
(four persons) Common
Stock 6,874,706 100.0%
(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
Apartments, Ltd., and 365,250 shares owned by Sunshadow
Apartments, Ltd., 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<PAGE>
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; 9,828 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., which is owned 100
percent by Mr. Williams.
(3) Includes 30,000 shares owned by Mr. Joseph M. Williams;
21,400 shares issuable upon exercise of currently
exercisable stock options; 7,671 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; 10,200
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 41,200 shares issuable upon exercise of
currently exercisable stock options; 17,499 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.<PAGE>
ANNEX
The following document is being delivered to the Company's
stockholders together with this Information Statement:
Annex A - Form of Amendment to the Company's Amended
and Restated Certificate of Incorporation
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Joseph M. Williams
December 21, 1995 Joseph M. Williams, Secretary
Tampa, Florida<PAGE>
ANNEX A
FORM OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
TO EFFECT A ONE-FOR-THREE REVERSE SPLIT
OF THE OUTSTANDING COMMON STOCK
4. [The introductory paragraph of] Article 4 of the
Certificate of Incorporation, which refers to the authorized
shares of Kimmins Environmental Service Corp. (the Company ), is
amended to read as follows:
4. (a) The total number of shares of capital stock which
the Company shall have authority to issue is Thirty-Two Million
Five Hundred Thousand (32,500,000) shares of Common Stock, par
value of $.001 per share, Ten Million (10,000,000) shares of
Class B Common Stock, par value of $.001 per share, and One
Million (1,000,000) shares of Preferred Stock, par value of $.001
per share.
(b) Each share of Common Stock, $.001 par value, and
Class B Common Stock, $.001 par value, issued and outstanding
immediately prior to the time this paragraph (b) becomes
effective (the Effective Date ) shall be reclassified (the
Reclassification ) as and changed into one-third (1/3) of a
share of Common Stock and Class B Common Stock, $.001 par value,
respectively, provided that no fractional shares shall be issued
as a result of the Reclassification. In lieu of issuing
fractional shares, the Company will issue to any stockholder who
otherwise would have been entitled to receive a fractional share
as a result of the Reclassification a cash payment in the amount
determined by the average daily closing price per share of the
Company's common stock, which is currently traded on the New York
Stock Exchange, for the ten trading days preceding the Effective
Date. <PAGE>
