<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):
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 AUGUST 25, 1998
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 Tuesday, August 25, 1998,
at 8 a.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 July 24,
1998, 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
July 17, 1998
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 August 25, 1998
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 August 25, 1998, 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 July 24, 1998, 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 July 31, 1998.
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 July 24, 1998, 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 July 24, 1998, are
present in person or represented by proxy. All other matters at the
meeting shall be decided by the affirmative vote of a majority of the
shares of Common Stock and Class B Common Stock, combined, cast with
respect thereto, provided a quorum exists. Votes will be counted and
certified by the Inspectors of Election, who are one or more employees of
the Company. Failures to vote and broker non-votes will not count
towards determining any required plurality or majority or the presence of
a quorum. Stockholders and brokers returning proxies who are
affirmatively abstaining from voting on a proposition and stockholders
attending the meeting but who are not voting on a proposition will count
towards the presence of a quorum, but will not be counted towards
determining the required plurality or majority for approval of that
proposition.<PAGE>
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 . . . . 56 1987 Chairman of the Board,
President, and Chief
Executive Officer
Michael Gold . . . . . . . 49 1987 Director
George Chandler . . . . . . 68 1990 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 and Chairman of the Board of Directors of
TransCor since November 1992. 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
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.<PAGE>
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, 53, has been 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 has also been Chief Financial
Officer of TransCor 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, 42, has been the Secretary and Treasurer of the
Company since October 1988. Since September 1997, Mr. Williams has been
President and Chief Executive Officer of TransCor. 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"),
both of which are limited partnerships. 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>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 1997, the Board of Directors held
three 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 three times during the year, and a
Stock Option Committee currently comprised of Messrs. Francis M. Williams
and Michael Gold, which met three 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 all other
executive officers whose salary and bonus exceeded $100,000 for the year
ended December 31, 1997 (the "Named Executives"):
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation
-------------------------------
Other
Annual
Compen-
Name and Salary Bonus sation
Principal Position Year ($) ($) ($)
----------------------- ------ ---------- ---------- ---------
<S> <C> <C> <C> <C>
Francis M. Williams 1997 $ 172,120 $ 0 $0
Chairman of the Board, 1996 $ 184,810 $ 0 $0
President and Chief 1995 $ 271,137 $ 0 $0
Executive Officer
John V. Simon, Jr. 1997 $ 100,019 $ 108,032 $0
President of Kimmins 1996 $ 95,000 $ 25,000 $0
Contracting Corp. 1995 $ 95,000 $ 81,489 $0
Michael D. O'Brien 1997 $ 105,427 $ 0 $0
Vice President 1996 $ 95,000 $ 0 $0
of TransCor 1995 $ 91,261 $ 13,740 $0
(*) Represents the Company's contribution to the employee's account of
the Company's 401(k) Plan and premiums paid by the Company for term
life insurance and long-term disability. These plans, subject to the
terms and conditions of each plan, are available to all employees.
/TABLE
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE (continued)
<CAPTION>
Long-Term Compensation
--------------------------------
Awards Payouts
-------------------- ----------
All
Restricted Securities Other
Stock Underlying Compen-
Name and Award(s) Options/ LTIP sation
Principal Position Year ($) SARs (#) Payouts(s) ($)
------------------------ ----- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Francis M. Williams 1997 $0 0 $0 $ 996 (*)
Chairman of the Board, 1996 $0 0 $0 $ 995 (*)
President and Chief 1995 $0 0 $0 $ 989 (*)
Executive Officer
John V. Simon, Jr. 1997 $0 71,666 $0 $1,698 (*)
President of Kimmins 1996 $0 0 $0 $1,655 (*)
Contracting Corp. 1995 $0 3,333 $0 $1,647 (*)
Michael D. O'Brien 1997 $0 2,000 $0 $ 695 (*)
Vice President 1996 $0 0 $0 $ 695 (*)
of TransCor 1995 $0 5,000 $0 $ 695 (*)
(*) 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
<PAGE>
Stock Option/SAR Grants in the Last Fiscal Year. Stock options or
stock appreciation rights granted to Named Executives during the year
ended December 31, 1997, are summarized in the table below:
<TABLE>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
Individual Grants
----------------------------------------------
Potential
Realizable
Value at
Number of Percent of Assumed Annual
Securities Total Rates of Stock
Underlying Options/SARs Price
Options/ Granted to Exercise Appreciation for
SARs Employees or Base Option Term (2)
Granted in Fiscal Price Expiration ------------------
Name (#)(1) Year ($/Sh)(1) Date 5% ($) 10% ($)
-------------------- ---------- ------------- ---------- ----------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Joseph M. Williams 50,000 18.5% $ 2.62 04/30/07 $82,385 $208,780
13,333 4.9% $ 2.62 04/30/07 $21,969 $ 55,673
John V. Simon, Jr. 50,000 18.5% $ 2.62 04/30/07 $82,385 $208,780
21,666 8.0% $ 2.62 04/30/07 $35,699 $ 90,469
George A. Chandler 10,000 3.7% $ 3.94 11/12/07 $24,778 $ 62,793
8,000 3.0% $ 2.62 04/30/07 $13,182 $ 33,405
Michael A. Gold 10,000 3.7% $ 3.94 11/12/07 $24,778 $ 62,793
8,500 3.1% $ 2.62 04/30/07 $14,005 $ 35,493
(1) All options vest and are exercisable in 20 percent increments annually for five
years after the date of grant. The exercise price of all options is the fair
market value of the Company's stock at the time of the grant.
(2) These amounts represent assumed rates of appreciation for the market value of the
Company's stock from the date of the grant until the end of the option period at
rates arbitrarily set by the Securities and Exchange Commission. They are not
intended to forecast possible future appreciation in the Company's stock and any
actual gains on exercise of options are dependent on the future performance of
the Company's stock.
/TABLE
<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 1997 and the value of outstanding
options as of December 31, 1997, for the Named Executives.
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 1997 and the value of outstanding
options as of December 31, 1997, 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 14,333/57,333 $38,592/$154,369
(1) Value is calculated using the Company's closing stock price on December 31, 1997,
of $5.3125 per share less the exercise price for such shares.
</TABLE>
No stock options or stock appreciation rights were exercised by Mr.
Francis M. Williams during the year ended December 31, 1997, and Mr.
Williams does not have any outstanding stock options or SARs at December
31, 1997.<PAGE>
<TABLE>
TEN-YEAR OPTION/SAR REPRICINGS
<CAPTION>
Length of
Number of Market Original
Securities Price of Exercise Option
Underlining Stock at Price at Term
Options/ Time of Time of Remaining
SARs Repricing Repricing New at Date of
Repriced or or or Exercise Repricing
Amended Amendment Amendment Price or
Name Date (#) ($) ($) ($) Amendment
-------------------- -------- ----------- --------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Norman S. Dominiak 04/30/97 7,500 $2.62 $4.50 $2.62 8 years
Vice President
Joseph M. Williams 04/30/97 13,333 $2.62 $4.50 $2.62 8 years
Secretary/Treasurer
Michael D. O'Brien 04/30/97 15,976 $2.62 $4.50 $2.62 8 years
Vice President of
TransCor
John V. Simon, Jr. 04/30/97 21,666 $2.62 $4.50 $2.62 8 years
President of Kimmins
Contracting Corp.
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the year ended December 31, 1997, Francis M. Williams, the
Company's President and Chairman of the Board of Directors, served as
President and Chairman of the Board of Directors of TransCor, and Norman
S. Dominiak served as Chief Financial Officer of the Company and
TransCor.
COMPENSATION OF DIRECTORS
During the year ended December 31, 1997, 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.<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 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 $184,810. In 1996, the Company recorded
revenue of $113,240,908 and a net loss of $8,683,439. In 1997, Mr.
Williams' compensation was $172,120. In 1997, the Company recorded
revenue of $135,311,067 and a net loss of $8,518,240.
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, 1992.
1992 1993 1994 1995 1996 1997
------- ------- ------- ------- ------- -------
Kimmins Corp. $100.00 $100.00 $ 63.16 $105.26 $ 42.68 $ 68.77
Standard & Poors
500 Index $100.00 $110.09 $111.85 $153.80 $189.56 $252.82
Value Line, Inc.
Environmental
Services $100.00 $ 82.08 $ 92.67 $123.98 $161.07 $215.27<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 March 31, 1998, 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 and director of
the Company, and (iii) all executive officers and directors of the
Company as a group:
<TABLE>
<CAPTION>
Percent
of
Name and Address of Percent Total
Beneficial Owner Number of of Voting
(1) Title of Class Shares Class Power
------------------- --------------- ------------------- ------- -------
<S> <C> <C> <C> <C> <C>
Francis M. Williams Common Stock 1,858,975 (2) 41.8%
61.6%
Class B 2,291,569 100.0%
Common Stock
Joseph M. Williams Common Stock 366,917 (3) 8.2% 5.4%
John V. Simon, Jr. Common Stock 24,167 (4) * *
Michael Gold Common Stock 13,523 (5) * *
George Chandler Common Stock 6,714 (6) * *
All executive Common Stock 2,280,354 (2)(3) 51.1%
officers and (5)(7)
directors as a Class B (8) 67.8%
group (five Common Stock 2,291,569 100.0%
persons)
</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 a 50 percent 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; 6,375 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; 12,667
shares issuable upon exercise of currently exercisable stock
options; 3,030 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; 14,333 shares issuable
upon exercise of currently exercisable stock options; and 8,334
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 3,700 shares issuable upon exercise of
currently exercisable stock options.
(6) Includes 3,114 shares owned by Mr. Chandler; and 3,600 shares
issuable upon exercise of currently exercisable stock options.
(7) Includes 38,995 shares issuable upon exercise of currently
exercisable stock options; 23,102 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.
(8) Includes 1,500 shares that may be purchased by Mr. Dominiak pursuant
to immediately exercisable options. Does not include 6,000 shares
issuable to him upon exercise of options vesting at various times
commencing in April 1998. Also includes 3,195 shares that may be
purchased by Mr. O'Brien pursuant to immediately exercisable
options. Does not include 14,581 shares issuable to him upon
exercise of options vesting at various times commencing in April
1998.
* Less than one percent.
CERTAIN TRANSACTIONS
During 1995, 1996 and 1997, the Company paid landfill fees of
approximately $88,000, $139,000, and $0, 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 had 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 was 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
was guaranteed by Mr. Williams. The Company did not receive any interest
or principal payments during 1997 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, 1996, were approximately $3,851,000.<PAGE>
On October 22, 1997, the Company contributed its note receivable in
an original amount of approximately $3,851,000 from Sunshadow Apartments,
Ltd., and Summerbreeze Apartments, Ltd., and other receivables of
$3,059,000 for a non-controlling 49 percent preferred limited partnership
interest in the Apartments. The Company will be allocated 49 percent of
operating income, losses and cash flow. The preference in the Company's
equity interest in the Apartments occurs upon the sale of the underlying
partnership properties. Upon the occurrence of a capital transaction, the
Company would receive cash flows from the sale or refinancing of the
Apartments' assets equal to its capital contribution prior to any other
partner receiving any proceeds.
On November 5, 1996, the Company received 1,723,290 shares of
Cumberland common stock in exchange for the term note of $5,169,870 due
from Cumberland. 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 and 1997, the market
value of the Cumberland common stock held by the Company was
approximately $5,170,000 and $4,739,000, respectively.
Effective July 1, 1997, employees associated with TransCor's
demolition contracting services unit were transferred to Kimmins
Contracting Corp. ("KCC"), a wholly-owned subsidiary of the Company, for
administrative and accounting purposes. As a result, contracting services
previously performed by employees of TransCor were subcontracted to KCC.
For the year ended December 31, 1997, TransCor paid $3,417,574 to KCC for
services rendered by Kimmins as a subcontractor. In addition, TransCor
rents equipment from KCC for use in performing demolition contracts.
TransCor incurred approximately $670,000, $2,103,000, and $2,573,000 in
equipment rental charges with KCC for the years ended December 31, 1995,
1996, and 1997, respectively.
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 Form 5s were required for those persons, the Company believes
that, during the year ended December 31, 1997, all filing requirements
applicable to its officers, directors, and greater than 10 percent
beneficial owners were complied with.<PAGE>
STOCKHOLDERS' PROPOSALS FOR 1999 ANNUAL MEETING
Any proposal of stockholders intended to be presented at the 1999
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 16, 1998, 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.
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, 1998.
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, 1997, is being furnished herewith to each stockholder of
record as of the close of business on July 24, 1998. 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.<PAGE>
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
July 17, 1998<PAGE>
