UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)
TransCor Waste Services, Inc.
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(Name of Issuer)
Common Stock, $.001 Par Value
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(Title of Class of Securities)
893629105
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(CUSIP Number)
Robert F. Dow, 2800 One Atlantic Center,
1201 West Peachtree Street, Atlanta, Georgia 30309-3450
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 14, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).<PAGE>
CUSIP No. 893629105 Page 2 of 9
1 Name of Reporting Person S.S. or I.R.S.
Identification No. of Above Person:
Kimmins Corp.
2 Check the Appropriate Box if a Member of a Group: (a)[X]
(b)[ ]
3 SEC Use Only:
4 Source of Funds: WC
5 Check Box if Disclosure of Legal Proceedings is [ ]
Required Pursuant to Items 2(d) or 2(e):
6 Citizenship or Place of Organization: United States
7 Sole Voting Power: 3,247,200(1)
8 Shared Voting Power: 0
9 Sole Dispositive Power: 3,247,200(1)
10 Shared Dispositive Power: 0
11 Aggregate Amount Beneficially Owned by Each Reporting
Person: 3,247,200(1)
12 Check Box if the Aggregate Amount in Row (11) [X]
Excludes Certain Shares:
13 Percent of Class Represented by Amount in
Row (11): 81.2 percent
14 Type of Reporting Person: CO
SEE INSTRUCTIONS BEFORE FILLING OUT
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(1) Does not include 400,652 shares issuable upon conversion of a
subordinated convertible note ("Kimmins Note") which is not
presently eligible for conversion.<PAGE>
CUSIP No. 893629105 Page 3 of 9
1 Name of Reporting Person S.S. or I.R.S.
Identification No. of Above Person:
Francis M. Williams
2 Check the Appropriate Box if a Member of a Group: (a)[X]
(b)[ ]
3 SEC Use Only:
4 Source of Funds: PF
5 Check Box if Disclosure of Legal Proceedings is [ ]
Required Pursuant to Items 2(d) or 2(e):
6 Citizenship or Place of Organization: United States
7 Sole Voting Power: 0
8 Shared Voting Power: 3,261,200(1)
9 Sole Dispositive Power: 0
10 Shared Dispositive Power: 3,261,200(1)
11 Aggregate Amount Beneficially Owned by Each Reporting
Person: 3,261,200(1)
12 Check Box if the Aggregate Amount in Row (11) [X]
Excludes Certain Shares:
13 Percent of Class Represented by Amount
in Row (11): 81.5 percent
14 Type of Reporting Person: IN
SEE INSTRUCTIONS BEFORE FILLING OUT
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(1) Includes 3,247,200 shares of Common Stock owned of record and
beneficially by Kimmins Corp. ("Kimmins"). Kimmins has sole voting
and investment power with respect to all shares of Common Stock
beneficially owned by it. Mr. Francis W. Williams, the Company's
Chairman, beneficially owns approximately 61.5 percent of the total
voting shares of Kimmins and, accordingly, controls Kimmins.
Excludes 400,652 shares issuable upon the conversion of the Kimmins
Note. Includes 6,000 shares owned by Mr. Williams' wife; and 8,000
shares owned by Mr. Williams' children.<PAGE>
CUSIP No. 893629105 Page 4 of 9
Item 1. Security and Issuer
This statement relates to the Common Stock, $.001 par value ("Common
Stock"), of TransCor Waste Services, Inc., a Florida corporation (the
"Company"). The principal executive office of the Company is located at:
1502 Second Avenue, East
Tampa, Florida 33605
Item 2. Identity and Background
1. (a) Kimmins Corp. ("Kimmins") is a person filing this
statement.
(b) 1501 Second Avenue, East, Tampa, Florida 33605.
(c) Specialty contracting services firm.
(d) None.
(e) None.
(f) United States.
2. (a) Francis M. Williams is a person filing this statement.
(b) 1501 Second Avenue, East, Tampa, Florida 33605.
(c) Chairman of the Board of Kimmins.
(d) None.
(e) None.
(f) United States.
Item 3. Source and Amount of Funds or Other Consideration
On August 14, 1998, Kimmins acquired [297,200] shares (the "Shares")
of the Company's Common Stock at a price of $10.20 per share pursuant to
the terms of that certain Stock Purchase Agreement ("Stock Purchase
Agreement") dated August 14, 1998 among the Company and the reporting
persons, a copy of which is filed herewith as Exhibit 99.1.
Item 4. Purpose of Transaction
The purpose of the transaction is to increase Kimmins' ownership
from approximately 73.8% to over 80% such that Kimmins can treat the
Company as a consolidated subsidiary for tax purposes. The reporting
persons currently intend to hold the shares for investment.<PAGE>
CUSIP No. 893629105 Page 5 of 9
(a) The Company and Kimmins intends to engage in open market
purchases to acquire additional Common Stock of the
Company. Mr. Williams has no definite plans to acquire
additional securities.
(b) The Company has entered into an agreement to sell all of
the stock of its subsidiary, Kimmins Recycling Corp.
("KRC") to Eastern Environmental Services of Florida, Inc.
Kimmins intends to have the Company consummate this
pending transaction. In addition, if Kimmins is
successful in acquiring a substantial interest in excess
of 80% of the outstanding Common Stock, Kimmins is
considering a subsidiary merger between itself and the
Company.
(c) See item 4(b) above. Kimmins plans to investigate
additional steps to cut overhead at the Company, which may
include additional disposals of assets, but does not have
any definite plans for disposal of assets at this time.
(d) Kimmins intends to remove Barry W. Ridings and R. Donald
Finn as directors of the Company and replace them with
Edward A. Mackowiak, a director of KRC, and Michael D.
O'Brien, a Vice President of Kimmins. Kimmins does not
have any other plans to change the board of directors or
management of the Company.
(e) None.
(f) See Item 4(b) above.
(g) None.
(h) The Common Stock of the Company has been delisted from the
Nasdaq Stock Market.
(i) If Kimmins decides to complete a subsidiary merger (See
Item 4(d) above), it intends to terminate the Company's
registration under the Act.
(j) None.
Item 5. Interest in Securities of the Issuer
(a)-(b) See Items 7-13 of the cover page.
(c) See Item 3. No other transactions in the Company's Common
Stock have been effected by the persons named in Item 2
above within the last sixty days.
(d) Each of the reporting persons acknowledges that he is a
member of a group consisting of both reporting persons.
(e) Not Applicable.<PAGE>
CUSIP No. 893629105 Page 6 of 9
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
See Item 4(d). The Stock Purchase Agreement includes, among other
things, a right of rescission for Kimmins if the sale of KRC is not
completed by September 30, 1998. Kimmins anticipates that the sale will
be completed on August 31, 1998, and the right of rescission will
terminate.
Since its inception, the Company has entered into various
transactions with Kimmins and companies affiliated through common
ownership with Kimmins. To date, the Company has been substantially
dependent on Kimmins for various management, administrative, and
financial services; and Kimmins has charged the Company a monthly fee
based on the gross annual revenue of the Company for such services. For
the years ended December 31, 1995, 1996, and 1997, Kimmins billed the
Company an aggregate of approximately $617,000, $671,000, and $1,315,000,
respectively, for such services. As of March 25, 1993, Kimmins and the
Company formalized this arrangement by executing a Management Services
Agreement. The agreement provides that Kimmins will continue to provide
various administrative services for the Company and that Francis M.
Williams (President, Chairman of the Board, and Chief Executive Officer
of Kimmins), Norman S. Dominiak (Chief Financial Officer and Treasurer),
Joseph M. Williams (Secretary of Kimmins), and John V. Simon, Jr.,
(President of Kimmins Contracting Corp.) will render management services
to or on behalf of the Company. Under the agreement, the Company has
appointed Francis M. Williams, Norman S. Dominiak, Joseph M. Williams,
and John V. Simon, Jr., as Chairman of the Board, Treasurer, President
and Secretary, and Vice President, respectively, of the Company.
Pursuant to the Agreement, the Company will continue to pay Kimmins an
annual fee, payable monthly, equal to the lower of actual costs of such
services or 3.0 percent for 1997 and 1.5 percent for 1996 of the
Company's gross revenue. This agreement may be extended upon agreement
of both parties, and the Company may terminate the agreement, at will,
upon thirty days prior written notice to Kimmins.
Effective July 1, 1997, employees associated with the Company's
demolition contract services unit were transferred to Kimmins Contracting
Corp.( "KCC"), a wholly-owned subsidiary of Kimmins for administrative
and accounting purposes. As a result, contracting services previously
performed by employees of the Company were subcontracted to KCC. For the
year ended December 31, 1997, the Company subcontracted $3,417,574 with
KCC. In addition, the Company rents equipment from KCC for use in
performing demolition contracts. The Company 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.<PAGE>
CUSIP No. 893629105 Page 7 of 9
As of December 31, 1997, the amount of the Company's total
outstanding indebtedness to Kimmins was $2,003,258 that had been
consolidated into the Kimmins Note, which is due and payable on December
1, 2003, with interest accruing at 1 percent per annum in excess of the
stated prime rate established by NationsBank of Florida. Until December
1, 2003, the Kimmins Note may be converted, at the option of Kimmins,
into shares of the Company's Common Stock at an initial conversion price
of $5.00 per share, subject to adjustment, in the event and anytime after
the closing sale price of the Company's Common Stock is $9.00 or more for
twenty consecutive trading days. Kimmins has one demand registration
right during the period from March 25, 1994, until December 1, 2003, with
respect to any shares of Common Stock issuable upon such conversion. The
Kimmins Note is subordinated to all senior indebtedness of the Company.
Payments of principal and interest are based on certain net income levels
of the Company. No payments of principal or interest are required prior
to the maturity date in 2003 unless the Company achieves annual income
before interest and taxes in excess of $1,500,000.
In March 1990, the Company, along with Kimmins and other
subsidiaries of Kimmins, guaranteed all obligations under a loan by Fleet
Bank, formerly known as Norstar Bank, to the trustees for the Kimmins
Employee Stock Ownership Plan ("ESOP"). The proceeds of such loan were
used to acquire shares of the Common Stock of Kimmins for the creation of
the ESOP in which Company's employees participate. This loan was
refinanced during December 1995 with SouthTrust Bank of Alabama, N.A.,
under similar terms of the original loan. As of December 31, 1997,
$1,440,000 of such indebtedness remained outstanding.
On November 12, 1992, the Company and Kimmins entered into an
agreement for the proportional sharing of employee benefit costs,
pursuant to which the Company's employees are entitled to participate in
all of Kimmins' employee benefit plans, and the Company is required to
contribute its pro rata share of the costs of such plans, calculated
according to formulas contained in the agreement. The agreement may be
terminated by either party at any time upon 180 days prior written
notice. Pursuant to the Agreement, Kimmins and the Company have agreed
to indemnify each other against any loss, liability, claim, damage, or
expense incurred due to the failure by either party to comply with the
terms of the agreement.
The Company is an insured or co-insured with other Kimmins entities
on various insurance policies of the Company or Kimmins. The Company
pays its allocable share of the cost of such policies based on a
combination of revenues, payroll, assets, and incurred losses as a
percentage of the combined total of such items of all insured parties, as
appropriate for each particular insurance policy or coverage. For the
years ended December 31, 1995, 1996 or 1997, the Company paid Kimmins
approximately $811,000, $849,000, and $1,205,000, respectively. The
Company pays directly for any coverage for which it is the only insured.
As of December 31, 1996 and 1997, the Company had working capital
advances due from an affiliate of approximately $8,425,000 and
$4,040,000, respectively. These advances are unsecured and accrue
interest at a rate of 10 percent per annum. The Company collected
$4,385,000 during 1997.<PAGE>
CUSIP No. 893629105 Page 8 of 9
Item 7. Material to be Filed as Exhibits
99.1 Stock Purchase Agreement dated August 14, 1998.
99.2 Agreement of filing persons relating to filing of
joint statement per Rule 13d-1(f).<PAGE>
CUSIP No. 893629105 Page 9 of 9
Signature.
After reasonable inquiry each of the undersigned certifies that to
the best of his knowledge and belief the information set forth in this
statement is true, complete and correct.
KIMMINS CORP.
By: /s/ Francis M. Williams August 24, 1998
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Francis M. Williams, its President Date
/s/ Francis M. Williams August 24, 1998
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Francis M. Williams, its President Date<PAGE>
EXHIBIT 99.2
The undersigned each hereby certifies and agrees that the above
Schedule 13D concerning securities issued by TransCor Waste Services,
Inc. is being filed on behalf of each of the undersigned.
KIMMINS CORP.
By: /s/ Francis M. Williams August 24, 1998
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Francis M. Williams, its President Date
/s/ Francis M. Williams August 24, 1998
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Francis M. Williams, its President Date<PAGE>
