<PAGE>
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:
[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
Kimmins Corp.
---------------------------------------------------------------------------
(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 14-a(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>
KIMMINS CORP.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 22, 1996
To the Stockholders of
KIMMINS CORP.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Kimmins Corp. (the Company ) will be held on Wednesday, May 22, 1996, at
9:00 a.m., local time, at the Atlanta Airport Hilton and Towers, 1031
Virginia Avenue, Atlanta, Georgia 30354, to consider and vote upon:
1. The election of 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. The proposed amendment of the Articles of Incorporation of the
Company in respect to the convertibility of the Class B Common
Stock; and
3. Transacting 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 have fixed the close of business on April 12,
1996, 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,
/s/ Joseph M. Williams
JOSEPH M. WILLIAMS, Secretary
April 15, 1996
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>
KIMMINS CORP.
1501 Second Avenue, East
Tampa, FL 33605
PROXY STATEMENT
For Annual Meeting of Stockholders
To Be Held May 22, 1996
The accompanying form of proxy is solicited on behalf of the Board of
Directors of Kimmins Corp. (the Company ) for use at the Annual Meeting of
Stockholders to be held on May 22, 1996, 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
12, 1996, will be entitled to notice of and to vote at such meeting. This
proxy statement and the accompanying form of proxy are being mailed to
stockholders on or about April 15, 1996. 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 12, 1996, the number of outstanding shares entitled to
vote at the meeting is 4,447,397 shares of Common Stock, par value $.001
per share (the Common Stock ), and 2,291,569 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 12, 1996, are present
in person or represented by proxy. Any 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>
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. In the event that any nominee is not a
candidate or is unable to serve as a director at the time of the election,
unless authority is withheld, the proxies will be voted for any nominee who
shall be designated by the present Board of Directors to fill such vacancy.
Year of First
Name Age Election Position
-------------------- --- ------------- --------------------------------
Francis M. Williams 54 1987 Chairman of the Board, President
and Chief Executive Officer
Michael Gold 47 1987 Director/Attorney
George A. Chandler 66 1990 Director/Business Consultant
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 A. 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.<PAGE>
During the year ended December 31, 1995, 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.
During the year ended December 31, 1995, all directors attended at
least 75 percent of the meetings of the Board of Directors and all
committees of the Board of Directors of which they are members.
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 Company's 1987 stock option plan.
PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION
At the Annual Meeting, the stockholders will be asked to vote upon an
amendment to the Company's Certificate of Incorporation regarding the
provisions relating to a conversion of the Class B Common Stock and related
matters. 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. See Securities Ownership of Certain Beneficial
Owners and Management. All of such persons currently intend to vote the
shares that they beneficially own in favor of this proposed amendment. The
proposed amendment that the stockholders are being asked to vote on is set
forth in full as Exhibit A to this Proxy Statement, which should be
reviewed carefully as the following is only a summary of the changes
effected by the proposed amendment and the reasons therefor.
The main purpose of the proposed amendment is two-fold. First,
management of the Company wishes to clarify the text of Section 5, Item I,
of Article FOURTH of the Articles of Incorporation as it relates to the
conversion of Class B Common Stock without effecting substantive changes.
Thus, language in Section 5 describing the method of performing the
calculations which determine whether, and to what extent, shares of Class B
Common Stock may be converted into shares of Common Stock has been
restated, and terms have been defined, in order to clarify the conversion
provisions and facilitate their application, without changing the substance
of such provisions. Similarly, it is made clear that the list of
circumstances in which the Factors (as defined in Section 5(g)) are to be
adjusted is not exclusive and Section 5(g)(vi) is added to provide that a
distribution of assets to an entity owned by the stockholders of the
Company will constitute an additional circumstance in which the per share
Liquidation Preference (as stated in Section 4) would be adjusted.
Second, the text of Section 5 is proposed to be amended in order to
reflect the one-for-three reverse stock split that became effective on
January 11, 1996. Thus, references to numbers of shares and per share
amounts are restated where appropriate, again without making substantive
changes. Similar clarification is made in Section 4 (as to the effect of
the reverse stock split on the per share Liquidation Preference stated
therein).<PAGE>
Section 3 is also clarified to make it clear that while cash dividends
may not be declared on Class B Common Stock, any non-cash dividends
declared must be distributed on the Class B Common Stock at the same rate
as on the Common Stock.
The proposed amendment would also, however, effect certain substantive
changes, which management of the Company deems advisable. First, Section
5(1) is added to provide that if a sale of part of the Company's business
as to which there is a bona fide offer to purchase would have resulted in
convertibility of any of the outstanding Class B Common Stock and it is
determined by the Board of Directors of the Company not to approve such a
transaction, then, upon request of the holder or holders of a majority of
the outstanding Class B Common Stock, the number of shares thereof which
would have become convertible had the transaction occurred would become
convertible. Second, a similar provision is added in Section 5(m), which
provides that if there is an independent valuation of a part of the
business of the Company such that if such part of the business were sold
the result would allow conversion of all outstanding Class B Common Stock
and if the Board of Directors of the Company does not authorize such sale,
then, upon request of the holder or holders of a majority of the
outstanding Class B Common Stock, the outstanding Class B Common Stock
would become convertible.
Management of the Company believes that the effect of such provisions
will be to remove the ancillary issue of convertibility from the process of
determining whether a sale of a portion of the Company's business should be
approved by the Board of Directors. Management believes that doing so
would enhance the consideration of any such potential sale on its merits.
The Board of Directors has unanimously approved this proposed
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 and Norman S. Dominiak are the
only other executive officers of the Company.
Joseph M. Williams, 39, 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 in various capacities, including 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 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.<PAGE>
Norman S. Dominiak, 51, has been the Vice President of the Company
since March 1995, and has been employed by the Company as its Chief
Financial Officer since January 1994. Mr. Dominiak served as controller of
ThermoCor Kimmins, Inc., a subsidiary of the Company, from October 1991
until January 1994. From May 1988 until September 1991, Mr. Dominiak
served as Senior Vice President of Creative Edge, a company engaged in the
manufacturing and distribution of educational products. From October 1982
until April 1988, Mr. Dominiak served as senior vice president of Cecos
Environmental Services, Inc., a company engaged in treatment,
transportation, and disposal of hazardous waste. From 1965 until 1982, Mr.
Dominiak was employed in various financial capacities for the Carborundum
Company.
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 18, 1996, 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 (as defined below)
and director of the Company, and (iii) all directors and executive officers
of the Company as a group:
Percent
Name and of
Address of Percent Total
Beneficial Number of of Voting
Owner (1) Title of Class Shares Class Power
------------------- ---------------------- --------------- --------- -------
Francis M. Williams Common Stock 1,856,081 (2) 41.7% 61.5%
Class B Common Stock 2,291,569 100.0%
Joseph M. Williams Common Stock 360,945 (3) 8.1% 5.4%
Michael Gold Common Stock 13,223 (4) * *
George Chandler Common Stock 6,314 (5) * *
All directors and Common Stock 2,236,563 (2)(3) 50.3%
executive officers (4)(6) 67.2%
as a group (four Class B Common Stock 2,291,569 100.0%
persons)
(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 1,479,136 shares owned directly by Mr. Francis M.
Williams; 133,333 shares owned by Summerbreeze and 121,750 shares
owned by Sunshadow, as to both of which Mr. Williams is the sole
shareholder of the corporate general partner and the sole limited
partner; 48,908 shares owned by Mr. Williams' wife; 30,493 shares
held by Mr. Williams as Trustee for his wife and children; 37,913
shares held by Mr. Williams as Custodian under the New York
Uniform Gifts to Minors Act for his children; 3,482 shares held
by the Company's 401(k) and ESOP Plans of which Mr. Williams is
fully vested; and 1,067 shares held by Kimmins Realty Investment,
Inc., of which is owned 100 percent by Mr. Williams.
3) Includes 10,000 shares owned by Mr. Joseph M. Williams; 7,133
shares issuable upon exercise of currently exercisable stock
options; 2,592 shares held by the Company's 401(k) and ESOP Plans
of which Mr. Williams is fully vested; and 341,220 shares held by
the Company's 401(k) Plan and ESOP of which Mr. Williams is a
trustee with shared voting and investment power.<PAGE>
(4) Includes 1,150 shares owned by Mr. Gold; 5,775 shares currently
owned by Mr. Gold's wife; 2,898 held by Mr. Gold as trustee for
Mr. Gold's minor children; and 3,400 shares issuable upon
exercise of currently exercisable stock options.
(5) Includes 3,114 shares owned by Mr. Chandler; and 3,200 shares
issuable upon exercise of currently exercisable stock options.
(6) Includes 13,733 shares issuable upon exercise of currently
exercisable stock options; 6,074 shares held by the Company's
401(k) and ESOP Plans of which certain officers of the Company
are fully vested; and 341,471 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.
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 the Chief Executive Officer and the other executive
officers whose salary and bonus exceeded $100,000 for the year ended
December 31, 1995 (the Named Executives ):
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long term Compensation
-------------------------------------
Annual Compensation Awards Payouts
--------------------------------- ------------------------ -----------
Other Securities
Annual Restricted Underlying All Other
Name and Compen- Stock Options/ LTIP Compen-
Principal Position Year Salary ($) Bonus ($) sation ($) Award(s) ($) SARs (#) Payouts ($) sation ($)
----------------------- ------ ---------- --------- ---------- ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Francis M. Williams 1995 $ 271,137 $0 $0 $0 0 $0 $ 989 (*)
Chairman of the 1994 $ 171,139 $0 $0 $0 0 $0 $ 977 (*)
Board, President and 1993 $ 171,137 $0 $0 $0 0 $0 $ 498 (*)
Chief Executive
Officer
John V. Simon, Jr. 1995 $ 95,000 $81,489 $0 $0 0 $0 $1,647 (*)
President of Kimmins 1994 $ 95,000 $15,759 $0 $0 0 $0 $1,635 (*)
Contracting Corp. 1993 $ 95,000 $13,193 $0 $0 0 $0 $1,069 (*)
(*) Represents the Company's contribution to the employee's account of the Company's 401(k) Plan and premiums paid
by the Company for term life insurance and long-term disability. These plans, subject to the terms and
conditions of each plan, are available to all employees.<PAGE>
</TABLE>
Stock Option/SAR Grants in the Last Fiscal Year. The following table
summarizes stock options granted to the Named Executives in 1995. The
amount shown as potentially realizable values of these options are based on
assumed annual rates of appreciation in the price of the Company's common
stock of 5 and 10 percent over the terms of the options and are not
intended to forecast future appreciation of the Company's stock price:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
---------------------------------------------------------------------------------------
Percent of
Total Potential Realizable
Number of Options/SARs Value at Assumed
Securities Granted to Annual Rates of
Underlying Employees Exercise Stock Price
Options/SARs in or Base Expiration Appreciation for
Name Granted (#) Fiscal Year Price ($/SH) Date Option Term
--------------------- ------------- --------------- ------------- ---------- ------------------------
5 Percent 10 Percent
------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Francis M. Williams 0 0.00% - - $ 0 $ 0
John V. Simon, Jr. 3,333 44.44% $4.50 03/15/05 $ 9,400 $ 23,900
</TABLE>
No stock options or stock appreciation rights were granted to
Francis M. Williams during the year ended December 31, 1995, and Mr.
Williams does not have any stock options or stock appreciation rights
that were granted in previous years.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-
End Option/SAR Values. The following table summarizes the net value
realized on the exercise of options in 1995 and the value of outstanding
options as of December 31, 1995, for the Named Executives.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Option/SARs at Options at
Shares Year-End (#) Year-End ($) (1)
Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
-------------------- --------------- ------------ -------------- ------------------
<S> <C> <C> <C> <C>
Francis M. Williams 0 $0 0/0 $0/$0
John V. Simon, Jr. 0 $0 9,800/11,867 $10,970/$11,867
(1) Value is calculated using the Company's closing stock price on December 31, 1995, of $7.50 per share
(adjusted to reflect the reverse stock split on a retroactive basis) less the exercise price for such
shares.
</TABLE>
No stock options or stock appreciation rights were exercised by
Francis M. Williams during the year ended December 31, 1995, and Mr.
Williams does not have any outstanding stock options or stock appreciation
rights at December 31, 1995.<PAGE>
TEN YEAR OPTION/SAR REPRICINGS
<TABLE>
<CAPTION>
Length of
Original
Number of Market Option
Securities Price Exercise Term
Underlining of Stock at Price at Remaining
Options/SARs Time of Time of New at Date of
Repriced or Repricing or Repricing or Exercise Repricing or
Name Date Amended (#) Amendment ($) Amendment ($) Price ($) Amendment
--------------------------- -------- ----------- -------------- ------------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Norman S. Dominiak 10/30/94 3,333 $4.50 $6.39 $4.50 4 years
Vice President 833 $4.50 $7.14 $4.50 4 years
Joseph M. Williams 10/30/94 10,333 $4.50 $6.75 $4.50 4 years
Secretary/Treasurer
Thomas C. Andrews 10/30/94 11,667 $4.50 $6.75 $4.50 4 years
President of
ThermoCor Kimmins, Inc.
Charles A. Baker, Jr. 10/30/94 12,833 $4.50 $6.75 $4.50 4 years
Vice President of TransCor
Michael D. O'Brien 10/30/94 15,976 $4.50 $6.75 $4.50 4 years
Vice President of TransCor
John V. Simon, Jr. 10/30/94 12,833 $4.50 $6.75 $4.50 4 years
President of Kimmins 2,500 $4.50 $6.00 $4.50 4 years
Contracting Corp.
</TABLE>
Compensation Committee Interlocks and Insider Participation. During
the year ended December 31, 1995, Francis M. Williams, the Company's
President and Chairman of the Board of Directors, has served as President
and Chairman of the Board of Directors of TransCor Waste Services, Inc. (a
subsidiary of the Company)
Compensation of Directors. During the year ended December 31, 1995,
the Company paid non-officer Directors an annual fee of $5,000 and $1,000
per board meeting attended. Directors are reimbursed for all out-of-pocket
expenses incurred in attending Board of Directors and committee meetings.
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, subject to the Board of Directors' approval. Mr.
Williams' compensation is not subject to any employment contract. 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 $796,992. In 1995, Mr. Williams'
compensation was $271,137 In 1995, the Company recorded revenue of
$111,345,075 and net income of $1,342,583.
Francis M. Williams
George A. Chandler
Michael Gold<PAGE>
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 and a Peer Group's index selected
by the Company. The Company pays no dividends and, therefore, there is
no cumulative total return calculation to the Company 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, 1990.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
Kimmins Corp., S&P 500 Index, and
Value Line Inc. Environmental Services Index
(Performance results through December 31, 1995)
1990 1991 1992 1993 1994 1995
------- ------- ------- ------- ------- -------
Kimmins Corp. $100.00 $125.93 $ 75.58 $ 75.58 $ 47.74 $ 79.56
S&P 500 Index $100.00 $130.55 $140.72 $154.91 $157.39 $216.42
Value Line, Inc.
Environmental
Services Index $100.00 $112.78 $114.12 $ 87.38 $ 89.25 $102.98<PAGE>
CERTAIN TRANSACTIONS
During 1993, 1994, and 1995 the Company paid landfill fees of
approximately $288,000, $28,000, and $88,000, 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.
Mr. Francis M. Williams is the sole shareholder of the general partner
and the sole limited partner of Sunshadow Apartments, Ltd., and
Summerbreeze Apartments, Ltd., two Florida real estate limited partnerships
(collectively, the "Apartments"). On June 30, 1993, the Company, Citicorp
Real Estate, Inc. ("Citicorp"), the Apartments, and Mr. Williams entered
into a settlement and note renewal agreement whereby the Chapter 11
bankruptcy filings with respect to the Apartments 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. Amounts due from the partnerships discussed above at December 31,
1994 and 1995, are approximately $3,588,000 and $3,534,000, respectively.
At December 31, 1994 and 1995, $4,937,000 and $5,301,000,
respectively, of the contract and trade - affiliates balance is due from
affiliates of the Company's president. The affiliated receivables relate
to contract services performed and are guaranteed by Mr. Williams.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10 percent
of a registered class of the Company's equity securities, to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission ( SEC ) and the New York Stock Exchange. Officers, directors,
and greater than 10 percent shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on the Company's review of the copies of such forms
received by it, or written representations from certain reporting persons
that no Forms 5 were required for those persons, the Company believes that,
during the year ended December 31, 1995, all filing requirements applicable
to its officers, directors, and greater than 10 percent beneficial owners
were complied with except that one report was filed late by Mr. Michael
Gold.
STOCKHOLDERS' PROPOSALS FOR 1997 ANNUAL MEETING
Any proposal of stockholders intended to be presented at the 1997
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 17, 1996, in order for such proposal to be
considered for inclusion in the proxy statement and form of proxy relating
to such annual meeting. If the date of the next annual meeting is
subsequently advanced by more than 30 calendar days or delayed by more than
90 calendar days from the date of the meeting that the proxy statement
relates, stockholders will be notified of the new meeting date and the new
date by which proposals must be received.<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has retained Ernst & Young LLP as the auditors
of the Company for the fiscal year ending December 31, 1996.
Representatives of Ernst & Young LLP 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.
OTHER MATTERS
A copy of the Company's Annual Report to Stockholders for the fiscal
year ended December 31, 1995, is being furnished herewith to each
stockholder of record as of the close of business on April 12, 1996.
Additional copies of the Annual Report to Stockholders or copies of the
Company's Annual Report on Form 10-K will be provided free of charge upon
written request to:
Stockholder Services
Kimmins 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 judgment.
By Order of the Board of Directors,
/s/ Joseph M. Williams
JOSEPH M. WILLIAMS, Secretary
Tampa, Florida
April 15, 1996<PAGE>
Exhibit A
Proposal Amendment to Articles of Incorporation
Sections 3, 4 and 5 of Item I of Article FOURTH are proposed to be
deleted and the following substituted therefor:
I. Common Stock and Class B Common Stock
3. Dividends. Subject to provisions of law and the rights of the
Preferred Stock and any other class or series of stock having a preference
over the Common Stock then outstanding, cash dividends may be paid on the
Common Stock as may be declared from time to time by the Board of
Directors, in its discretion, from funds legally available therefor. No
cash dividends, however, may be declared on the Class B Common Stock. Any
dividends issued in the form of stock or distributions of assets, tangible
or intangible, would also be issued at the same rate on the Class B Common
Stock as the Common Stock.
4. Liquidation and Dissolution. In the event of any dissolution,
liquidation or winding-up of the affairs of the Corporation, after payment
or provisions for payment of the debts and other liabilities of the
Corporation, and after payment or distribution to the holders of Preferred
Stock of the full amount to which they are entitled, the remaining assets
of the Corporation shall be distributed among the holders of Common Stock
and the Class B Common Stock in one or more steps which shall constitute,
in the aggregate, a single distribution in accordance with the following
(the "Liquidation Preference"):
(a) First the holders of Common Stock shall be entitled to
receive the sum of nine dollars ($9.00) per share; and
(b) Next, the holders of the Class B Common Stock shall be
entitled to receive the sum of nine dollars ($9.00) per share; and
(c) Last, the balance of the remaining assets shall be
distributed among the holders of the Common Stock and the Class B Common
Stock, without preference or priority of one class of stock over the other,
with the amount of such balance to be distributed in respect of each share
of Common Stock to be equal to the amount to be distributed in respect of
each share of Class B Common Stock.
Any such distribution on the Common Stock and the Class B Common Stock
under this clause (c) shall be declared concurrently and shall be payable
on the same date to stockholders of record as of the same record date. A
consolidation or merger of the Corporation shall not be deemed to
constitute a liquidation, dissolution or winding up of the Corporation
within the meaning of this paragraph.<PAGE>
5. Conversion.
(a) (i) The holders of Class B Common Stock shall have the
right, at their option, to convert their shares of Class B Common Stock
into Common Stock in the amounts and subject to the conditions hereinafter
set forth.
(ii) For each fiscal year of the Corporation, the holders of
the shares of the Class B Common Stock shall have the right to convert, on
the basis set forth in clause (e) below, the number of shares of Class B
Common Stock resulting from the following calculation into shares of Common
Stock: if the quotient of the net earnings (determined in accordance with
clause (f) below) divided by the sum of (i) the number of shares of Common
Stock actually outstanding at the end of such fiscal year plus (ii) 625,000
is equal to or greater than the Adjusted Threshold Amount (which, subject
to adjustment as hereinafter provided, shall be $. 84 per share), then up
to an aggregate of 625,000 shares of Class B Common Stock can, at the
election of the holder or holders thereof, be so converted ("Conversion
Amount"). This calculation shall be repeated for the next fiscal year,
using as the Adjusted Threshold Amount the last Adjusted Threshold Amount
which resulted in convertibility of shares plus $.21. If, for any fiscal
year, such quotient does not equal or exceed the applicable Adjusted
Threshold Amount, no shares may be converted for mat fiscal year, in which
case the calculation for the following fiscal year shall use (a) the
Adjusted Threshold Amount in effect for the last calculation that did not
result in the convertibility of shares and (b) the number of shares of
Common Stock actually outstanding at the end of the fiscal year for which
the calculation is made plus 625,000. Notwithstanding the foregoing, if in
any fiscal year the Corporation has net earnings (as determined in
accordance with clause (f) below) per share of Common Stock (determined by
dividing net earnings for such fiscal year by the sum of (i) the number of
shares of Common Stock actually outstanding at the end of such fiscal year
and (ii) the number of shares of Common Stock issuable upon conversion of
all Class B Common Stock then remaining outstanding), equal to or greater
than $1.44 ("Total Conversion Earnings"), then the holders of the shares of
Class B Common Stock shall have the right to convert all of such shares of
Class B Common Stock then remaining outstanding into shares of Common
Stock.
The Adjusted Threshold Amount, the Total Conversion Earnings, and the
Conversion Amount (as each may be adjusted from time to time as provided
herein) shall each be adjusted, proportionately, in the event of any
adjustment to the Class B Stock in accordance with clause (g) of this
Section 5.
(b) All shares of Class B Common Stock electing to convert shall be
converted based on the date of issuance thereof, such that the earliest
issued shares of Class B Common Stock shall be converted first.<PAGE>
(c) The effective date for conversion for each fiscal year for which
the holders of Class B Common Stock shall be entitled to convert Class B
Common Stock into Common Stock (the "Conversion Date") shall be fixed by
resolution of the Board of Directors within 120 days after receipt by the
Corporation of the determination of net earnings for said fiscal year by
its independent public accountants in accordance with clause (f) below.
(d) For each fiscal year in which holders of Class B Common Stock are
entitled to convert said shares in accordance with clause (a) above, notice
of the right to convert said shares, in form approved by the Board of
Directors, shall be given by mailing such notice, first class mail, postage
prepaid, not less than 30 nor more than 60 days prior to the Conversion
Date to each holder of record of shares entitled to be converted at his
address as the same shall appear on the books of the Corporation. Each such
notice shall (i) specify the Conversion Date and the manner in which the
certificates of Class B Common Stock are to be exchanged for certificates
of Common Stock, (ii) state the net earnings per share for such fiscal year
determined in accordance with clause (f) below, and (iii) state the maximum
number of shares of Class B Common Stock held by such record holder which
are convertible for such fiscal year. Failure to mail such notice or any
defect therein or in the mailing thereof shall not affect the validity of
the proceedings for such conversion except as to the holder to whom the
Corporation has failed to mail said notice or except as to the holder whose
notice or mailing was defective. Any notice which was mailed in the manner
herein provided shall be conclusively presumed to have been duly given
whether or not received by the holder.
(e) The shares of Class B Common Stock shall be convertible into
fully paid and non-assessable shares of Common Stock on the basis of one
share of Common Stock for each share of Class B Common Stock surrendered.
(f) The "net earnings" of the Corporation in any fiscal year of the
Corporation shall be (A) the net income of the Corporation for such fiscal
year, less (B) the aggregate amount of dividends accrued in such fiscal
year upon the outstanding shares of Preferred Stock and any other class of
capital stock of the Corporation entitled to preference in the distribution
of dividends vis-a-vis the shares of Common Stock of the Corporation. All
calculations provided for herein, and all determinations of "net earnings,"
shall be made by the firm of independent public accountants selected by the
Board of Directors (who may be the regular auditors employed by the
Corporation) in accordance with the definitions set forth herein and
generally accepted accounting principles, such calculations and
determinations to be final, binding and conclusive upon all person
whomsoever.
(g) The Adjusted Threshold, Liquidation Preference, Conversion
Amount, and the Total Conversion Earnings provided herein (collectively,
"Factors") shall be subject to the following adjustments.<PAGE>
(i) If the Corporation shall declare and pay to the holders of
shares of Common Stock a dividend payable in shares of Common Stock, the
Conversion Amount in effect immediately prior to the record date fixed for
the determination of stockholders entitled to such dividend shall be
proportionately increased, and the Liquidation Preference, Total Conversion
Earnings and the Adjusted Threshold rates in effect immediately prior to
the record date fixed for the determination of stockholders entitled to
such dividend shall be proportionately decreased, such adjustment to become
effective immediately after the opening of business on the day following
the record date for the determination of stockholders entitled to receive
such dividend.
(ii) If the Corporation shall subdivide the outstanding shares of
Common Stock into a greater number of shares of Common Stock or combine the
outstanding shares of Common Stock into a lesser number shares, or issue by
reclassification of its shares of Common Stock any shares of the
Corporation, all of the Factors in effect immediately prior thereto shall
be adjusted so that all computations required by this Section 5 after the
happening of any of the events described above shall be made as if such
shares of Class B Common Stock had been converted immediately prior to the
happening of such event, with such adjustment to become effective
immediately after the opening of business on the day following the day upon
which such subdivision, combination or reclassification, as the case may
be, becomes effective.
(iii) If the Corporation shall be consolidated with or merge
into any other corporation, proper provisions shall be made as part of the
terms of such consolidation or merger, whereby the holders of any shares of
Class B Common Stock at the time outstanding immediately prior to such
event shall thereafter be entitled to such conversion rights, with respect
to securities of the corporation resulting from such consolidation or
merger, as shall be substantially equivalent to the conversion rights
herein provided for.
(iv) No adjustment in any Factor shall be required unless such
adjustment would require an increase or decrease of at least one-half of
one percent of such Factor, provided that adjustments which by reason of
this clause (iv) are not made shall be carried forward and taken into
account in the determination as to whether any subsequent adjustments are
to be made. All calculations under this paragraph (g) shall be made to the
nearest one thousandths (1/1000) of a share.
(v) The adjustments outlined in g(i) through g(iv) above are not
exclusive and are not intended to limit the adjustments that may be
required, in the sole judgment of the Board of Directors of the
Corporation, in order to maintain the proportionality between Common Stock
and Class B Common Stock which exists at the date hereof. Paragraphs g(i)
through g(v) shall not in any manner limit the Corporation's ability to
issue new stock or otherwise raise additional capital.<PAGE>
(vi) In the event of any taxable or non-taxable distribution of
assets, tangible or intangible, owned by the Corporation, the Liquidation
Preference will be reduced proportionately by the per share value, based on
the number of all outstanding shares of Common Stock and Class B Common
Stock, of the assets distributed. For purposes of this clause (vi), such
value shall equal the average closing price of the security representing
equity ownership of the entity holding such assets immediately following
such distribution on the market on which such security is traded during the
next thirty (30) trading days following the date of such distribution;
provided, however, that if such market price is not ascertainable because
such security is not publicly traded or for any other reason, then the
Board of Directors of the Corporation shall cause an independent valuation
of such assets to be performed, the result of which shall be final as to
the determination of such value.
(h) No fractional share of Common Stock or scrip representing
fractional shares of Common Stock shall be issued upon any conversion of
shares of Class B Common Stock, but in lieu thereof there shall be paid an
amount in cash equal to the applicable fraction of the current market price
(as hereinafter defined) of a whole share of Common Stock as of the day of
conversion determined as provided in paragraph (i) below.
(i) For purposes of paragraph (h) of this Section 5, the current
market price of a share of Common Stock as of any day shall be based on the
closing price of the security as reported by the New York Stock Exchange on
the most recent preceding day for which such quotations were reported by
the New York Stock Exchange; if the fair market value of the Common Stock
cannot be thus determined, the current market price shall be such price as
the Board of Directors shall in good faith determine.
(j) The Corporation shall at all times reserve and keep available out
of its authorized but unissued shares of Common Stock, solely for the
purpose of effecting the conversion of Class B Common Stock in accordance
with the terms hereof, the full number of whole shares of Common Stock then
issuable upon the conversion of all shares of Class B Common Stock at the
time outstanding.
(k) Anything contained herein to the contrary notwithstanding, no
adjustments in the number of shares of Common Stock issuable upon
conversion of any shares of Class B Common Stock as set forth in this
section shall be made by reason of or in connection with the issuance and
sale of shares of Common Stock by the Corporation for cash or the sale or
issuance to employees of the Corporation, or of a subsidiary or an entity
owning more than 50% of the outstanding Common Stock of the Corporation, of
Common Stock of the Corporation or of options to purchase Common Stock of
the Corporation, pursuant to a plan adopted by the Board of Directors of
the Corporation and approved by stockholders.<PAGE>
(l) In the event (i) that an independent third party makes a bona
fide offer to purchase any subsidiary or operating division of the
Corporation or a portion thereof, which purchase, if consummated, would
cause the net earnings of the Corporation for the applicable fiscal year to
equal or exceed the then applicable Adjusted Threshold Amount (where such
Adjusted Threshold Amount would not be achieved in the absence of such
transaction) and (ii) the Board of Directors determines not to approve such
transaction, then at the request of a majority in interest of the Class B
Common Stock the Board of Directors of the Corporation shall effect the
conversion of all Class B Common Stock then outstanding into Common Stock
in accordance with the provisions of Section 5(a)(ii) hereof.
(m) In the event that (i) an independent valuation of any subsidiary
or operating division of the Corporation is performed, the results of which
are such that a sale of such subsidiary or division would, if consummated,
cause the net earnings of the Corporation for the applicable fiscal year to
equal or exceed Total Conversion Earnings (and where Total Conversion
Earnings would not be achieved in the absence of such sale), and (ii) the
Board of Directors of the Corporation determines not to approve such
transaction, then at the request of a majority in interest of the Class B
Common Stock the Board of Directors of the Corporation shall effect the
conversion of all Class B Common Stock then outstanding into Common Stock
in accordance with the provisions of Section 5(a)(ii) hereof.<PAGE>
