<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
KBK CAPTIAL CORPORATION
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
482412 10 3
-----------------------------------
(CUSIP Number)
Harris A. Kaffie
Kaffie Companies
1840 Frost Bank Plaza
802 North Carancahua
Corpus Christi, Texas 78470
(512) 882-5501
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 10, 1997
-----------------------------------
(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 Rule 13d-1(b)(3) or (4), check the following box [ ].
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SCHEDULE 13D
CUSIP NO. 482412-10-3 PAGE 2 OF PAGES
Harris A. Kaffie
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
NUMBER OF
209,700
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
209,700
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
209,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
The amount in Row (11) excludes 10,000 shares owned by a trust of which
Mr. Kaffie is the trustee. Mr. Kaffie disclaims beneficial ownership
as to such shares.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
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Item 1. Security and Issuer.
This statement relates to shares of common stock, par value $0.01
per share (the "Common Stock"), of KBK Capital Corporation, a Delaware
corporation ("KBK"). The principal executive office of KBK is located at 301
Commerce Street, 2200 City Center II, Fort Worth, Texas 76102.
Item 2. Identity and Background.
The person filing this statement is Harris A. Kaffie, a Director of
KBK. Mr. Kaffie's business address is 1840 Frost Bank Plaza, 802 North
Carancahua, Corpus Christi, Texas 78470. Mr. Kaffie's present principal
occupation is as a principal of Corpus Christi Natural Gas Company, L.P.
("CCNGC"). CCNGC is a Texas limited partnership primarily engaged in the
marketing and transportation of natural gas. CCNGC's address is 3700 Buffalo
Speedway, Suite 1100, Houston, Texas 77098. During the last five (5) years, Mr.
Kaffie has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which (i) resulted in
Mr. Kaffie being subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or (ii) resulted in a finding of a violation with respect
to such laws.
Mr. Kaffie is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Kaffie has made the following recent purchases of Common
Stock, at the following prices:
<TABLE>
<CAPTION>
Date of Purchase Number of Shares Price Per Share
---------------- ---------------- ---------------
<S> <C> <C> <C>
09/05/97 40,000 $4.75
11/06/97 15,400 $9.125
11/10/97 5,500 $9.125
11/10/97 10,000 $9.25
11/13/97 4,200 $9.50
11/13/97 1,000 $9.50
11/14/97 23,000 $9.60
11/17/97 600 $9.50
</TABLE>
Over the period from December 11, 1992, to January 18, 1995, Mr.
Kaffie and a trust controlled by him acquired 110,000 shares of Common Stock at
per share prices ranging from $5.00 per share to $10.50 per share. (Mr. Kaffie
disclaims beneficial ownership of the 10,000 shares owned by the trust.) The
source of funds for Mr. Kaffie's acquisition of all Common Stock in KBK
presently owned by him was Mr. Kaffie's personal funds.
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<PAGE> 4
Pursuant to Non-Incentive Stock Option Agreements dated May 1,
1996, and May 7, 1997, respectively, granted to Mr. Kaffie as a non-employee
director of KBK, Mr. Kaffie also has (i) an option to purchase up to 5,000
shares of Common Stock, at a price of $6.69 per share and (ii) another option to
purchase up to 5,000 additional shares of Common Stock, at a price of $5.00 per
share. It is anticipated that any acquisitions of Common Stock under these
options would be made with personal funds.
Item 4. Purpose of Transaction.
The purpose of Mr. Kaffie's acquisition of Common Stock is personal
investment.
Mr. Kaffie does not have at this time any plans or proposals
which relate to or would result in:
(a) The acquisition by any person of additional
securities of, or the disposition of securities of,
KBK;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving KBK or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of KBK or
any of its subsidiaries;
(d) Any change in the present board of directors or management of
KBK, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the
board;
(e) Any material change in the present capitalization or dividend
policy of KBK;
(f) Any other material change in KBK's business or corporate
structure;
(g) Changes in KBK's charter, bylaws, or instruments
corresponding thereto or other actions which may impede the
acquisition of control of KBK by any person;
(h) Causing a class of securities of KBK to be delisted from a
national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system or a registered
or national securities association;
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(i) A class of equity securities of KBK becoming eligible for
termination of registration pursuant to Section 12(g)(4) of
the 1934 Act; or
(j) Any action similar to any of those enumerated above.
Mr. Kaffie may in the future take such actions in respect
of his investments in KBK as he deems appropriate in light of
circumstances existing from time to time.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Kaffie is the beneficial owner of 209,700 shares of the
Common Stock. Such number of shares constitutes approximately 6.3% of the
outstanding shares of the Common Stock. Mr. Kaffie disclaims beneficial
ownership as to an additional 10,000 shares of Common Stock owned by a
trust of which he is trustee.
(b) Mr. Kaffie has sole power to direct the voting and
dispositionvof such shares.
(c) Mr. Kaffie has acquired the following numbers of shares of
Common Stock on the dates indicated:
<TABLE>
<CAPTION>
Date of Purchase Number of Shares Price Per Share
<S> <C> <C> <C>
9/05/97 40,000 $4.75
11/06/97 15,400 $9.125
11/10/97 5,500 $9.125
11/10/97 10,000 $9.25
11/13/97 4,200 $9.50
11/13/97 1,000 $9.50
11/14/97 23,000 $9.60
11/17/97 600 $9.50
</TABLE>
Other than these transactions, during the past 60 days Mr. Kaffie
has not acquired any shares of the Common Stock.
(d) No person other than Mr. Kaffie is known to have the
right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any such shares.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings, or
Relationships with Respect to Securities of the
Issuer.
Pursuant to Non-Incentive Stock Option Agreements dated May 1,
1996, and May 7, 1997, respectively, granted to Mr. Kaffie as a non-employee
director of KBK, Mr. Kaffie has (i) an option to
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purchase up to 5,000 shares of Common Stock, at a price of $6.69 per share and
(ii) another option to purchase up to 5,000 additional shares of Common Stock,
at a price of $5.00 per share.
Item 7. Material to Be Filed as Exhibits.
1. Non-Incentive Stock Option Agreement for the 1994 Stock
Option Plan for Non-Employee Directors of KBK Capital
Corporation, dated May 1, 1996.
2. Non-Incentive Stock Option Agreement for the 1994 Stock Option Plan
for Non-Employee Directors of KBK Capital Corporation, dated May 7,
1997.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
November , 1997
(Date)
/s/ HARRIS A. KAFFIE
---------------------
Harris A. Kaffie
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INDEX TO EXHIBITS
EXHIBIT # DESCRIPTION
1. Non-Incentive Stock Option Agreement for the 1994 Stock
Option Plan for Non-Employee Directors of KBK Capital
Corporation, dated May 1, 1996.
2. Non-Incentive Stock Option Agreement for the 1994 Stock Option Plan
for Non-Employee Directors of KBK Capital Corporation, dated May 7,
1997.
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NON-INCENTIVE STOCK OPTION AGREEMENT FOR THE
1994 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS OF
KBK CAPITAL CORPORATION
A Non-Incentive Stock Option for a total of Five Thousand (5,000) shares
of Common Stock, par value one cent ($0.01) per share, of KBK Capital
Corporation (the "Company"), is hereby granted to
HARRIS A. KAFFIE
(the "Optionee") at the price determined as provided in, and in all respects
subject to the terms, definitions, and provisions of, the 1994 Stock Option Plan
for KBK Capital Corporation (the "Plan").
I. OPTION PRICE. The Option Price is the mean market price (Fair
Market Value) on May 1, 1996, or $6.69 per share.
II. EXERCISE OF OPTION. This Option shall be exercisable in
whole or in part on or after the expiration of six months
from the Date of Grant.
A. METHOD OF EXERCISE. This option shall be exercisable by a
written notice delivered to the Company which shall
1. State the election to exercise the Option and the number
of shares in respect of which it is being exercised; and
2. Be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any
person or persons other than the Optionee, be accompanied by
proof, satisfactory to the Company, of the right of such
person or persons to exercise the Options.
B. PAYMENT. Payment of the purchase price of any shares with
respect to which this Option is being exercised shall be by
cash, certified or bank cashier's check, money order, shares
of Common Stock of the Company, or by a combination of the
above, delivered to the Company and the exercise shall not
be effective until such payment is made. If the exercise
price is paid in whole or in part with shares of Common
Stock of the Company the value of the shares surrendered
shall be their Fair Market Value on the date received by the
Company. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall
be registered in the name of the person or persons
exercising the Option.
C. WITHHOLDING. The option shall make arrangements satisfactory to the
Committee in its sole discretion for the Optionee's payment to the
Company of the amount, if any, that the Committee determines to be
necessary for the Company to withhold in accordance with applicable
federal or state income tax withholding requirements.
D. RESTRICTIONS ON EXERCISE. This Option may not be exercised if the
issuance of the shares upon such exercise would constitute a
violation of any applicable federal or state
<PAGE> 2
Non-Incentive Stock Option Agreement for
1994 Stock Option Plan
KBK CAPITAL CORPORATION Page 2
securities or other law or valid regulation. As a condition to the
exercise of this Option, the Company may require the person
exercising this Option to make any agreements and undertakings that
may be required by any applicable law or regulation.
III. NONTRANSFERABILITY OF OPTION. This Option may not be transferred by the
Optionee otherwise than by will or the laws of decent and distribution
and so long as the Optionee lives, only such Optionee or his guardian or
legal representative shall have the right to exercise this Option. The
terms of this Option shall be binding upon the executors, administrators,
heirs, successors, and assigned of the Options.
IV. TERM OF OPTION. This option may not be exercised after the expiration of
ten (10) years from the Date of Grant of this Option and its subject to
earlier termination as provided in this Plan. This Plan may be exercised
during such times only in accordance with the Plan and the terms of this
Option.
Date of Grant: May 1, 1996
KBK CAPITAL CORPORATION
By: /s/
---------------------------------
MICHAEL D. MAGILL
Executive Vice President and
Chief Financial Officer
Optionee hereby accepts this option subject to all the terms and
provisions of the Plan. Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Committee (as defined in the
Plan) upon any questions under the Plan.
/s/
---------------------------------------
HARRIS A. KAFFIE, Optionee
<PAGE> 1
NON-INCENTIVE STOCK OPTION AGREEMENT FOR THE
1994 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS OF
KBK CAPITAL CORPORATION
A Non-Incentive Stock Option for a total of Five Thousand (5,000) shares
of Common Stock, par value one cent ($0.01) per share, of KBK Capital
Corporation (the "Company"), is hereby granted to
HARRIS A. KAFFIE
(the "Optionee") at the price determined as provided in, and in all respects
subject to the terms, definitions, and provisions of, the 1994 Stock Option Plan
for KBK Capital Corporation (the "Plan").
I. OPTION PRICE. The Option Price is the mean market price (Fair
Market Value) on May 7, 1997, or $ 5.00 per share.
II. EXERCISE OF OPTION. This Option shall be exercisable in
whole or in part on or after the expiration of six months
from the Date of Grant.
A. METHOD OF EXERCISE. This option shall be exercisable by a
written notice delivered to the Company which shall
1. State the election to exercise the Option and the number
of shares in respect of which it is being exercised; and
2. Be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any
person or persons other than the Optionee, be accompanied by
proof, satisfactory to the Company, of the right of such
person or persons to exercise the Options.
B. PAYMENT. Payment of the purchase price of any shares with
respect to which this Option is being exercised shall be by
cash, certified or bank cashier's check, money order, shares
of Common Stock of the Company, or by a combination of the
above, delivered to the Company and the exercise shall not
be effective until such payment is made. If the exercise
price is paid in whole or in part with shares of Common
Stock of the Company the value of the shares surrendered
shall be their Fair Market Value on the date received by the
Company. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall
be registered in the name of the person or persons
exercising the Option.
C. WITHHOLDING. The option shall make arrangements satisfactory to the
Committee in its sole discretion for the Optionee's payment to the
Company of the amount, if any, that the Committee determines to be
necessary for the Company to withhold in accordance with applicable
federal or state income tax withholding requirements.
D. RESTRICTIONS ON EXERCISE. This Option may not be exercised if the
issuance of the shares upon such exercise would constitute a
violation of any applicable federal or state
<PAGE> 2
Non-Incentive Stock Option Agreement for
1994 Stock Option Plan
KBK CAPITAL CORPORATION Page 2
securities or other law or valid regulation. As a condition to the
exercise of this Option, the Company may require the person
exercising this Option to make any agreements and undertakings that
may be required by any applicable law or regulation.
III. NONTRANSFERABILITY OF OPTION. This Option may not be
transferred by the Optionee otherwise than by will or the
laws of decent and distribution and so long as the Optionee
lives, only such Optionee or his guardian or legal
representative shall have the right to exercise this Option.
The terms of this Option shall be binding upon the
executors, administrators, heirs, successors, and assigned
of the Options.
IV. TERM OF OPTION. This option may not be exercised after the
expiration of ten (10) years from the Date of Grant of this Option
and its subject to earlier termination as provided in this Plan.
This Plan may be exercised during such times only in accordance
with the Plan and the terms of this Option.
Date of Grant: May 7, 1997
KBK CAPITAL CORPORATION
By: /s/
------------------------------------
ROBERT J. MCGEE
Executive Vice President and
Chief Financial Officer
Optionee hereby accepts this option subject to all the terms and
provisions of the Plan. Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Committee (as defined in the
Plan) upon any questions under the Plan.
/s/
---------------------------------------
HARRIS A. KAFFIE, Optionee
