<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use
of the Commission Only
(as permitted by Rule
14a-6(e)(2))
[X] 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] No fee required.
[ ] 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):
-------------------------------------------------------<PAGE>
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 JUNE 18, 1997
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, June 18, 1997, at 1 p.m., local time, at the Palma
Ceia Golf & Country Club, 1601 South MacDill Avenue, Tampa,
Florida 33629, 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 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 18, 1997, 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
May 7, 1997
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 33607
PROXY STATEMENT
For Annual Meeting of Stockholders
To Be Held June 18, 1997
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 June 18, 1997,
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 18,
1997, 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 May 21,
1997. 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 18, 1997, 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 18, 1997, 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<PAGE>
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.
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 . . 55 1987 Chairman of the Board,
President, and Chief
Michael Gold . . . . . 48 1987 Executive Officer
George Chandler . . . . 67 1990 Director
Director
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 was the 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<PAGE>
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.
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, Norman S.
Dominiak, and Joseph M. Williams are the only other executive
officers of the Company.
Norman S. Dominiak, 52, 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.
Joseph M. Williams, 40, 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 Technologies, 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"),<PAGE>
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.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 1996, the Board of
Directors held three meetings which were attended by all the
Directors, except Mr. George A. Chandler was unable to attend the
December 10, 1996, meeting. 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 three 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 Company s 1987
stock option plan.<PAGE>
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 $100,000 for the year ended December 31, 1996
(the "Named Executives"):
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------------------- ---------------------- -----------
Other Securities
Annual Restricted Underlying All Other
Compen- Stock Options/ Compen-
Name and Salary Bonus sation Award(s) SARs LTIP sation
Principal Position Year ($) ($) ($) ($) (#) Payouts(s) ($)
-------------------------- ---- ---------- -------- ---------- ----------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Francis M. Williams 1996 $318,482 $0 $0 $0 0 $0 $995 (*)
Chairman of the Board, 1995 $271,137 $0 $0 $0 0 $0 $989 (*)
President and Chief 1994 $171,139 $0 $0 $0 0 $0 $977 (*)
Executive Officer
John V. Simon, Jr. 1996 $95,000 $25,000 $0 $0 0 $0 $1,655 (*)
President of Kimmins 1995 $95,000 $81,489 $0 $0 0 $0 $1,647 (*)
Contracting Corp. 1994 $95,000 $15,759 $0 $0 0 $0 $1,635 (*)
(*) Represents the Company's contribution to the employee's account of the Company's 401(k) Plan and premiums
paid by the Company for term life insurance and long-term disability. These plans, subject to the terms and
conditions of each plan, are available to all employees.
</TABLE>
Stock Option/SAR Grants in the Last Fiscal Year. No stock
options or stock appreciation rights were granted to the Named
Executives during the year ended December 31, 1996.<PAGE>
Aggregated Option/SAR Exercises in Last Fiscal Year and
Fiscal Year-End Option/SAR Values. The following table summarizes
the net value realized on the exercise of options in 1996 and the
value of outstanding options as of December 31, 1996, for the
Named Executives.
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Shares Year-End (#) Year-End ($) (1)
Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
------------------ --------------- ------------ --------------- ----------------
<S> <C> <C> <C> <C>
John V. Simon, Jr. 0 $0 13,533/8,134 $135/$0
(1) Value is calculated using the Company's closing stock price on December 31, 1996,
of $3.375 per share less the exercise price for such shares.
</TABLE>
No stock options or stock appreciate rights were exercised
by Francis M. Williams during the year ended December 31, 1996,
and Mr. Williams does not have any outstanding stock options or
SARs at December 31, 1996.<PAGE>
<TABLE>
TEN-YEAR OPTION/SAR REPRICINGS
<CAPTION>
Length of
Original
Number of Market Option
Securities Price Exercise Term
Underlining of Stock at Price at Remaining
Options/SARs Time of Time of New at Date of
Repriced or Repricing or Repricing or Exercise Repricing
Amended Amendment Amendment Price or
Name Date (#) ($) ($) ($) 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
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 2,500 $4.50 $6.00 $4.50 4 years
Kimmins Contracting
Corp.
</TABLE>
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, 1996, 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.<PAGE>
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 1994,
Mr. Williams' compensation was $171,137. 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 $111,346,075 and net income of
$1,342,583. In 1996, Mr. Williams' compensation was $318,482.
In 1996, the Company recorded revenue of $113,240,908 and a net
loss of $8,683,439.
Francis M. Williams
George A. Chandler
Michael Gold
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, 1991.
1991 1992 1993 1994 1995 1996
------- ------- ------- ------- ------- -------
Kimmins Corp. $100.00 $ 60.02 $ 60.02 $ 37.91 $ 63.18 $ 25.62
Standard &
Poors 500 Index $100.00 $107.79 $118.66 $120.56 $165.78 $204.32
Value Line, Inc.
Environmental
Services $100.00 $101.46 $ 77.39 $ 79.01 $ 91.06 $ 97.91<PAGE>
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 April 1, 1997, 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:
<TABLE>
<CAPTION>
Percent of
Percent Total
Name and Address of of Voting
Beneficial Owner (1) Title of Class Number of Shares Class Power
----------------------- --------------------- ----------------- ------- ----------
<S> <C> <C> <C> <C> <C>
Francis M. Williams Common Stock 1,857,065 (2) 41.8% 61.6%
Class B Common Stock 2,291,569 100.0%
Joseph M. Williams Common Stock 362,775 (3) 8.2% 5.4%
John V. Simon, Jr. Common Stock 20,759 (4) * *
Michael Gold Common Stock 14,923 (5) * *
George Chandler Common Stock 7,914 (6) * *
All directors and Common Stock 2,263,436 (2)(3) 50.9%
executive officers as a (5)(7) 67.3%
group (five persons) Class B Common Stock 2,291,569 100.0%
</TABLE>
(1) 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, both of which Mr. Williams is the
sole shareholder of the corporate general partner and the
sole limited partner (see Item 13, "Certain Relationships
and Related Transactions"); 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; 4,464 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., which is owned 100 percent by Mr.
Williams.<PAGE>
(3) Includes 10,000 shares owned by Mr. Joseph M. Williams;
9,200 shares issuable upon exercise of currently exercisable
stock options; 2,355 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.
(4) Includes 1,500 shares owned by Mr. Simon; 13,533 shares
issuable upon exercise of currently exercisable stock
options; and 5,726 shares held by the Company s 401(k) and
ESOP plans of which Mr. Simon is fully vested.
(5) 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 5,100 shares
issuable upon exercise of currently exercisable stock
options.
(6) Includes 3,114 shares owned by Mr. Chandler; and 4,800
shares issuable upon exercise of currently exercisable stock
options.
(7) Includes 19,100 shares issuable upon exercise of currently
exercisable stock options; 6,250 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 the Secretary of
the Company is a trustee.
* Less than one percent.
CERTAIN TRANSACTIONS
During 1994, 1995 and 1996, the Company paid landfill fees
of approximately $28,000, $88,000, and $139,000, respectively, to
a company that is owned primarily by the brother of Mr. Francis
M. Williams. The amount paid approximated fair market rates for
the type of services involved.
The Company has a note receivable in an original amount of
$3,638,696 from Sunshadow Apartments, Ltd., and Summerbreeze
Apartments, Ltd., two Florida real estate limited partnerships
(collectively, the "Apartments"), of which Mr. Francis M.
Williams is the sole shareholder of the corporate general partner
and the sole limited partner. The note receivable originally
accrued interest at prime plus 1.375 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. The Company did not receive any
interest or principal payments during 1996 relating to this note
receivable, and management of the Company discontinued
recognition of interest income of approximately $551,000 for the
year. Amounts due from the Apartments at December 31, 1995 and
1996, are approximately $3,851,000.<PAGE>
At December 31, 1995 and 1996, $5,301,000 of the combined
accounts receivable - affiliates and note receivable - affiliate
balances are due from corporate affiliates of the Company's
President. The affiliated receivables relate to contract services
performed and are guaranteed by Mr. Williams.
On November 5, 1996, the Company received 1,723,290 shares
of Cumberland common stock in exchange for the term note from
affiliate. The Cumberland common stock had a fair market value
of $3.00 per share on the date of the exchange, based upon the
quoted market price. This investment is accounted for under the
equity method, and the Company s interest in Cumberland
represents an ownership share of approximately 30 percent. At
December 31, 1996, the market value of the Cumberland common
stock held by the Company was approximately $5,170,000.
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, 1996, all filing requirements applicable to its
officers, directors, and greater than 10 percent beneficial
owners were complied with.
STOCKHOLDERS' PROPOSALS FOR 1998 ANNUAL MEETING
Any proposal of stockholders intended to be presented at the
1998 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, 1997, 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 form 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, 1997. 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 for the fiscal year
ended December 31, 1996, is being furnished herewith to each
stockholder of record as of the close of business on April 18,
1997. 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
judgement.
By Order of the Board of Directors,
/s/ JOSEPH M. WILLIAMS
Joseph M. Williams, Secretary
Tampa, Florida
May 7, 1997<PAGE>
