As filed with the Securities and Exchange Commission on September 15, 1995. Registration No. 33-________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KINARK CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE 71-0268502 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 7060 SOUTH YALE TULSA, OKLAHOMA 74136 (918) 494-0964 (Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) PAUL R. CHASTAIN PRESIDENT AND CHIEF EXECUTIVE OFFICER 7060 SOUTH YALE TULSA, OKLAHOMA 74136 (918) 494-0964 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) COPY TO: Paul A. Quiros, Esq. Nelson Mullins Riley & Scarborough, L.L.P. 1201 Peachtree Street, Suite 2200 Atlanta, Georgia 30361 (404) 817-6000 (404) 817-6050 (Fax) APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE If the only securities being registered in this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] CALCULATION OF REGISTRATION FEE Title of Each Class ofAmount to beProposed MaximumProposed MaximumAmount of Securities to be RegisteredRegisteredPrice Per Share<F1>Aggregate Offering Price<F1>Registration Fee Common Stock, $.10 par value5,619,615$2.00 $11,239,230 $3,875.60 <FN> <F1> Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a). </FN> THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE. KINARK CORPORATION Cross Reference Sheet Between Items in Part I of Form S-3 and the Prospectus Item Number and Caption Prospectus Caption 1. Front of Registration Statement and Outside Front Cover Page of Prospectus Outside Front Cover Page 2. Inside Front and Outside Back Cover Pages of Prospectus Inside Front and Outside Back Cover Pages 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges Summary; Risk Factors; Summary Pro Forma and Selected Financial Data 4. Use of Proceeds Use of Proceeds 5. Determination of Offering Price Outside Front Cover Page; Risk Factors 6. Dilution * 7. Selling-Security Holders * 8. Plan of Distribution Outside Front Cover Page; Summary; The Rights Offering 9. Description of Securities to Be Registered Description of Capital Stock 10. Interests of Named Experts and Counsel Legal Matters; Experts 11. Material Changes Summary; Business Strategy; The Acquisition; Description of Subordinated Financing 12. Incorporation of Certain Information by Reference Inside Front Cover Page; Description of Capital Stock 13. Disclosure of Commission Position on Indemnification for Securities Act Liabilities * *Omitted because answer is negative or not applicable SUBJECT TO COMPLETION, DATED SEPTEMBER 15, 1995 PROSPECTUS AND PROXY STATEMENT KINARK CORPORATION 5,619,615 COMMON SHARES Kinark Corporation ("Kinark" or the "Company") is distributing to holders of record as of the close of business on ________________, 1995 (the "Record Date"), of its common stock, $.10 par value per share (the "Common Stock"), three nontransferable rights (each, a "Right") for each two shares of Common Stock held on the Record Date, with each such Right entitling the holder thereof to subscribe for and purchase one share of Common Stock (the "Basic Subscription Privilege") for a price of $2.00 per share (the "Subscription Price"). The Rights will expire at 5:00 p.m. New York City time, on ____________, 1995, unless extended as described herein (the "Expiration Date"). Each Right also carries with it the right to subscribe at the Subscription Price for additional shares that are not otherwise purchased through the exercise of Rights in an aggregate amount up to 50% of the shares that the holder is entitled to purchase under the Basic Subscription Privilege (the "Oversubscription Privilege"). The number of Rights distributed to each holder of Common Stock will be rounded down to the nearest whole number. No fractional rights will be distributed, no fractional shares of Common Stock will be issued, and no cash in lieu thereof will be paid. The Rights are evidenced by nontransferable Subscription Certificates (the "Subscription Certificates") distributed to holders of record on the Record Date with this Prospectus. Pursuant to agreements with the Company, certain directors of the Company have agreed to purchase not less than $1,750,000 of the Common Stock (or 15.6% of the shares offered hereby) at the Subscription Price (the "Purchase Commitment"). See "The Rights Offering - Purchase Commitment." ONCE A HOLDER HAS EXERCISED ANY RIGHTS, SUCH EXERCISE MAY NOT BE REVOKED. HOLDERS EXERCISING RIGHTS SHOULD COMPLETE AND RETURN THEIR SUBSCRIPTION CERTIFICATE(S) WITH PAYMENT OF THE SUBSCRIPTION PRICE PROMPTLY TO INSURE TIMELY RECEIPT AND THE COLLECTION OF ANY FUNDS PRIOR TO THE EXPIRATION DATE. The proceeds of this offering (the "Rights Offering"), together with other sources of funds available to the Company, will be used by the Company to acquire for $8,321,200 all of the capital stock (the "Acquisition") of Rogers Galvanizing Company ("Rogers"), to pay related fees and expenses, and for general corporate purposes. Additional financing for the Acquisition will be provided, to the extent necessary, by the issuance of up to $4,000,000 principal amount of Senior Secured Subordinated Notes (the "Notes") to a family investment company (the "Investor") controlled by Michael T. Crimmins, Chairman of the Board of the Company, pursuant to a securities purchase agreement (the "Subordinated Financing Agreement"). Completion of the Rights Offering is contingent upon satisfaction or waiver of a number of conditions, including the determination by the Board of Directors of the Company that sufficient financing is available to permit the Company to consummate the Acquisition. In the event the conditions to the Rights Offering have not been satisfied by _______________, 1995, or the Rights Offering is otherwise terminated, all subscription payments will be returned promptly, without interest or deduction. See "The Acquisition," "Description of Subordinated Financing," and "Use of Proceeds." [The following paragraph appears sideways along the left-hand margin of this page in red ink.] INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH STATE. This document contains two parts: a Prospectus of the Company with respect to the shares of Common Stock issuable upon the exercise of the Rights, and a Proxy Statement with respect to the solicitation of proxies (the "Proxies") by the Board of Directors of the Company for a special meeting of stockholders to be held on ________________, 1995 (the "Special Meeting"), for the purpose of voting on an amendment to the Restated Certificate of Incorporation of the Company to increase the number authorized shares of the Common Stock from 12,000,000 to 18,000,000, and to approve the issuance of certain warrants and underlying shares of Common Stock to be issued to the Investor pursuant to the Subordinated Financing Agreement. The Proxy Statement begins on page P-1 hereof. A proxy with respect to the matters to be considered at the Special Meeting is enclosed with the Proxy Statement. PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY PROMPTLY SO THAT YOUR VOTE MAY BE RECORDED. The Company's Common Stock is listed on the AMEX under the symbol "KIN." The last reported sales price of the Common Stock on ________________, 1995, was $_______ per share. The Company anticipates that the shares of Common Stock issued upon the exercise of the Rights will be approved for trading on the AMEX. PRIOR TO DECIDING TO EXERCISE RIGHTS AND PURCHASE SHARES OF THE COMMON STOCK, POTENTIAL INVESTORS SHOULD CAREFULLY CONSIDER THE FACTORS SET FORTH IN "RISK FACTORS" ON PAGE 12 IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS. STOCKHOLDERS WHO DO NOT EXERCISE THEIR RIGHTS IN FULL WILL SUFFER SIGNIFICANT DILUTION IN THEIR PROPORTIONATE INTEREST IN THE EQUITY OWNERSHIP AND VOTING POWER OF THE COMPANY. SEE "RISK FACTORS." THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Underwriting Discounts Proceeds to the Price to Public and Commissions(1) Company(2) Per Share $2.00 N/A $2.00 Total $11,239,230 N/A $11,239,230 (1) See "Plan of Distribution" for information with respect to certain contingent fees payable by the Company to Morrow & Co., Inc., the Information Agent for the Rights Offering and solicitation of the Proxies. (2) Before deducting expenses of the offering payable by the Company, estimated to be $385,000. The date of this Prospectus and Proxy Statement is _______________, 1995. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities of the Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; New York Regional Office, Public Reference Room, 7 World Trade Center, 13th Floor, New York, New York 10048; and Chicago Regional Office, Suite 1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington D.C. 20549, at prescribed rates. The Company's Common Stock is listed on the American Stock Exchange, Inc., and reports, proxy statements and other information concerning the Company may be inspected at the office of the American Stock Exchange Inc., 86 Trinity Place, New York, New York 10006. This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. The Registration Statement and any amendments thereto, including exhibits filed as a part thereof, are available for inspection and copying as set forth above. DOCUMENTS INCORPORATED BY REFERENCE The following documents heretofore filed by the Company with the Commission under the Exchange Act are incorporated herein by reference: (a) the Company's Annual Report on Form 10-K for the year ended December 31, 1994; (b) the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, and June 30, 1995; and (c) the Company's Current Report on Form 8-K dated March 31, 1995. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering made by this Prospectus shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statements contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. All information appearing in this Prospectus is qualified in its entirety by the information and financial statements (including notes thereto) appearing in the documents incorporated herein by reference. THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN EXHIBITS THERETO) ARE AVAILABLE WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST BY ANY PERSON TO WHOM THIS PROSPECTUS HAS BEEN DELIVERED, FROM MORROW & CO., INC., 909 THIRD AVENUE, 20TH FLOOR, NEW YORK, NEW YORK 10022-4799 (TELEPHONE (800) ___- ____). PROSPECTUS SUMMARY This summary is qualified in its entirety by the more detailed information and consolidated financial statements, including the notes thereto, appearing elsewhere or incorporated by reference in this Prospectus. Pursuant to the Stock Purchase Agreement dated as of August 3, 1994, as amended (the "Rogers Agreement"), by and among the Company and The C.L. Simpson Inter Vivos Revocable Trust and The Alta Rogers Simpson Inter Vivos Revocable Trust (collectively, the "Trusts"), the Company and the Trusts have agreed that the Company will acquire 51.2% of the capital stock (the "Trust Stock") of Rogers from the Trusts. In addition, the Company has agreed to offer to purchase the remaining shares of Rogers from its minority stockholders at the same price per share paid for the Trust Stock. The Company cannot determine how many minority stockholders of Rogers will accept the Company's offer, but for purposes of pro forma financial information appearing herein, all of the Rogers capital stock is assumed to be purchased. THE COMPANY The Company is currently a diversified company conducting business in three market segments: galvanizing, specialty chemicals, and chemical storage and distribution. The Company operates its galvanizing business through Boyles Galvanizing Company, a wholly-owned subsidiary ("Boyles"). Boyles engages principally in hot dip galvanizing, a process in which iron and steel products are immersed in molten zinc to create an alloyed metal surface which is highly resistant to oxidation or corrosion (rusting). The Company is presently expanding its galvanizing business through its proposed acquisition of Rogers (the "Acquisition"). Through its wholly-owned subsidiary, Lake River Corporation ("Lake River"), the Company engages in the bulk storage of chemicals. Lake River, located in Chicago, has 235 tanks providing 43 million gallons of liquid storage capacity and 520,000 square feet of warehouse capacity. Lake River also operates bag and drum filling lines for integrated storage, formulating, packaging and distribution of chemicals. Through its wholly-owned specialty chemicals subsidiary, Kinpak, Inc. ("Kinpak"), the Company engages in the production and packaging of antifreeze, windshield washer fluid and household cleaning products. The Company has announced plans to divest Kinpak, but there can be no assurance as to the timing of any such divestiture or the net proceeds thereof. The Company is also evaluating the future prospects of Lake River as a subsidiary of the Company. The Company was incorporated under the laws of the State of Delaware in 1955. The mailing address of the Company's executive offices is P.O. Box 1499, Tulsa, Oklahoma 74101-1499. Its telephone number is (918) 494-0964. BUSINESS STRATEGY A key part of the Company's business strategy is to grow its galvanizing business. The Acquisition will significantly increase the Company's share of the central midwestern United States independent galvanizing market, and management believes that the combined company will have the largest share of this market in the four-state region comprised of Missouri, Kansas, Oklahoma and Arkansas. Based on the pro forma combined results of the Company for the most recently completed fiscal year, management expects the Acquisition to increase substantially the revenues and earnings of the Company's galvanizing operations. Management believes that this increased market share should provide for greater versatility of service, optimization of production, strengthened price leadership and enhanced profitability. In addition, the Acquisition should provide the Company with greater financial and managerial resources which will enhance the Company's ability to make future acquisitions of independent galvanizing operations. Also, Rogers has recently entered into a letter of intent to purchase the operations of a small galvanizing company in a complementary geographic market. See "Business Strategy." THE ACQUISITION Pursuant to the Rogers Agreement, the Company will acquire the Trust Stock from the Trusts for $4,260,000 in cash. As part of the Rogers Agreement, the Company has agreed to offer to purchase the remaining outstanding shares of capital stock of Rogers from its minority stockholders for cash at a price per share equivalent to that paid to the Trusts for the Trust Stock. If all shares of Rogers are purchased at the proposed price per share the total acquisition price will be $8,321,200. The acquisition of the Trust Stock will trigger certain change in control provisions of an existing life insurance premium payment arrangement between Rogers and its former Chairman requiring acceleration of those payments. Giving effect to those payments and the payment of related fees and expenses, the total acquisition cost is estimated to be approximately $9,600,000. These payments will be financed by the proceeds of the Rights Offering, and, to the extent necessary, the proceeds of the Notes. If sufficient funds are not available to complete the Acquisition, no shares will be sold in this offering and all subscription payments will be returned promptly, without interest or deduction. The conditions to the acquisition of the Trust Stock include the settlement or favorable determination of litigation by certain beneficiaries of the Trusts which seeks to prevent the Acquisition, the absence of a material adverse change in the business of Rogers, and the delivery of certain standard closing documents. There can be no assurance that these conditions will be satisfied or, if not satisfied, waived by the appropriate party. See "Summary Pro Forma and Selected Consolidated Financial Information" and "The Acquisition." THE RIGHTS OFFERING Rights Each stockholder of the Company will receive three nontransferable rights (the "Rights") for each two shares of the Common Stock held by such holder as of the close of business on ______________, 1995 (the "Record Date"). The number of Rights distributed to each holder will be rounded down to the nearest whole number and no fractional rights, fractional shares of Common Stock or cash will be distributed or paid in lieu thereof. An aggregate maximum of 5,619,615 Rights will be distributed pursuant to the Rights Offering. The Rights are evidenced by nontransferable Subscription Certificates (the "Subscription Certificates"). Subscription Price $2.00 in cash per share of Common Stock subscribed for pursuant to the Basic Subscription Privilege or the Oversubscription Privilege (the "Subscription Price"). Basic Subscription Privilege Each Right entitles the holder thereof to purchase one share of Common Stock upon payment of the Subscription Price (the "Basic Subscription Privilege"). See "The Rights Offering Subscription Privileges." Oversubscription Privilege Each holder of Rights who elects to exercise the Basic Subscription Privilege is also entitled to subscribe for additional shares of Common Stock upon payment of the Subscription Price in an aggregate amount up to 50% of the shares that the holder is entitled to purchase under the Basic Subscription Privilege (the "Oversubscription Privilege"). If the number of shares of Common Stock available after satisfaction of all subscriptions pursuant to the exercise of the Basic Subscription Privilege (the "Excess Shares") is insufficient to satisfy fully all elections to exercise the Oversubscription Privilege, the Excess Shares will be allocated pro rata among holders who exercise their Oversubscription Privilege based on the respective numbers of shares of Common Stock subscribed by such holders pursuant to exercise of the Basic Subscription Privilege. See "The Rights Offering - Subscription Privileges." Purchase Commitment Pursuant to agreements with the Company, certain directors of the Company have agreed to exercise their Rights and purchase not less than 875,000 shares (or 15.6% of the shares in this Offering) at the Subscription Price, or an aggregate of $1,750,000 (the "Purchase Commitment"). The Purchase Commitment could have the effect of increasing the proportionate ownership of the Company by such directors. See "The Rights Offering - Purchase Commitment." Non-Transferability of Rights The Rights are nontransferable. Record Date ________________, 1995, at 5:00 p.m. New York City time. Expiration Date ________________, 1995, at 5:00 p.m. New York City time, unless extended (the "Expiration Date"). The Expiration Date will not be extended beyond ____________, 1995, and if the conditions to the Rights Offering have not been satisfied by ____________, 1995, or the Rights Offering is otherwise terminated, all subscription payments will be returned promptly, without interest or deduction. See "The Rights Offering - Expiration Date." Procedure for Exercising Rights Rights may be exercised by the holder by properly completing and signing the Subscription Certificate evidencing those Rights and forwarding such Subscription Certificate (or following the Guaranteed Delivery Procedures described herein), with payment of the Subscription Price for each share of Common Stock subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege, to Mellon Securities Transfer Services (the "Subscription Agent") on or prior to the Expiration Date. If the mail is used to forward Subscription Certificates, it is recommended that insured, registered mail be used. No interest will be paid on funds delivered in payment of the Subscription Price. ONCE A HOLDER HAS EXERCISED ANY RIGHTS, SUCH EXERCISE MAY NOT BE REVOKED. See "The Rights Offering - Exercise of Rights." Procedure for Exercising Rights by Foreign and Certain Other Stockholders Subscription Certificates will not be mailed to holders of Common Stock whose addresses are outside the United States or who have an APO or FPO address, but will be held by the Subscription Agent for their account. To exercise the Rights represented thereby, such holders must contact the Subscription Agent on or prior to 5:00 p.m. New York City time, on ________________, 1995. See "The Rights Offering - Foreign and Certain Other Stockholders." Persons Holding Common Stock and Wishing to Exercise Rights Through Others Persons holding Common Stock and receiving the Rights distributed with respect thereto through a broker, dealer, commercial bank, trust company or other nominee should contact the appropriate institution or nominee and request it to effect the transactions for them. See "The Rights Offering - Exercise of Rights." Issuance of Common Stock Certificates representing shares of the Common Stock purchased pursuant to the valid exercise of the Rights will be delivered to subscribers as soon as practicable after the Expiration Date and the conditions to the Rights Offering have been satisfied and, in the case of the exercise of the Oversubscription Privilege, after all prorations have been effected. See "The Rights Offering - Subscription Privileges." Subscription Agent Mellon Securities Transfer Services. Information Agent Morrow & Co., Inc. (Telephone number: (800) ___-____). Common Stock to be Outstanding After the Rights Offering The exact number of shares outstanding after completion of the Rights Offering depends upon the number of shares sold herein. Two scenarios are presented: (i) 9,486,025 shares assuming the issuance of 100% of the shares offered hereby (including 120,000 shares issuable upon the exercise of the Warrants) (the "100% Case"), and (ii) 8,826,217 shares assuming the issuance of 2,809,807 (or 50%) of the shares offered hereby (including 2,270,000 shares issuable upon exercise of the Warrants) (the "50% Case"). AMEX Symbol for the Common Stock KIN Use of Proceeds The net proceeds from the sale of the Common Stock in the Rights Offering, together with the proceeds from the sale of the Notes to the Investor, will be used by the Company to finance the Acquisition, pay related fees and expenses and for general corporate purposes. See "Use Of Proceeds," "The Acquisition" and "Description of Subordinated Financing." Conditions to the Rights Offering The issuance of shares pursuant to the Rights Offering is subject to a number of conditions, including (i) the approval by the stockholders at the Special Meeting of the increase in the authorized number of shares of the Common Stock and the issuance of the Warrants and Warrant Shares, (ii) the absence of any suit or other action seeking to enjoin the Rights Offering or the Acquisition, (iii) the determination by the Board of Directors of the Company that sufficient funds are available to the Company from the proceeds of the Rights Offering, the sale of the Notes and other sources to enable it to complete the Acquisition, and (iv) the determination by the Board of Directors of the Company that all of the conditions to the Acquisition have been or are expected to be satisfied or, if not satisfied, waived. In the event that the foregoing conditions to the Rights Offering have not been satisfied by _________, 1995, or the Rights Offering is otherwise terminated, all subscription payments will be returned promptly, without interest or deduction. See "The Rights Offering - Conditions to the Rights Offering." Amendments and Termination The Company may extend the Rights Offering and otherwise amend the terms of the Rights Offering or terminate the Rights Offering at any time prior to the Expiration Date or thereafter if the conditions to the Rights Offering have not been satisfied. See "The Rights Offering - Amendment and Termination." Risk Factors A purchase of the Common Stock involves a substantial degree of risk. See "Risk Factors" for certain factors that a potential investor should carefully consider. SUMMARY PRO FORMA AND SELECTED CONSOLIDATED FINANCIAL INFORMATION (In thousands, except per share data) The Company's pro forma combined financial data set forth below and on the following page should be read in conjunction with the Unaudited Pro Forma Combined Condensed Financial Statements included elsewhere herein. Such pro forma data do not purport to present the financial position or results of operations of the Company had the transactions assumed herein occurred on the dates indicated, nor are they necessarily indicative of the results of operations which may be expected in the future. The pro forma combined financial data have been prepared showing the elimination of the Company's wholly-owned specialty chemicals subsidiary, Kinpak, as a continuing operation, and the acquisition of all of the capital stock of Rogers, and are presented assuming the acquisition is funded either (i) entirely by the proceeds of the sale of all of the shares offered hereby (the "100% Case") or (ii) by the sale of 2,809,807 of the shares offered hereby (or 50% of the total shares offered) and the sale of all of the Notes to the Investor (the "50% Case"). The summary historical data presented below and on the following pages have been derived from the Company's Consolidated Financial Statements and notes thereto incorporated by reference herein and Rogers' Consolidated Financial Statements and notes thereto included elsewhere herein, and should be read in conjunction therewith. Pro Forma For the Six Months Ended June 30, 1995 Kinark 100% Case<F2> 50% Case<F3> Kinark Kinpak Adjusted Rogers Pro Forma Pro Forma Pro Forma Pro Forma Historical Elimination<F1> Historical Historical Adjustments Combined Adjustments Combined Sales $17,029 $4,259 $12,770 $9,190 $21,960 $21,960 Costs and expenses 17,845 4,580 13,265 8,372 $(83) 21,554 $(83) 21,554 Other expenses 355 45 310 20 (85) 245 278 608 Income tax expense (benefit) (427) (134) (293) 240 (97) (150) (36) (89) Earnings (loss) (744) (232) (512) 558 265 311 (159) (113) Earnings (loss) per common share (0.20) N/M (0.14) N/M N/M 0.03 N/M (0.02) Weighted average shares outstanding<F4> 3,747 N/M 3,747 N/M 5,620 9,366 2,810 6,567 <FN> <F1> During August 1995, management of the Company finalized a formal plan to discontinue the operations of Kinpak, one of the Company's subsidiaries. The estimated pre-tax loss on disposal of this subsidiary is $1,525,000 including $185,000 of estimated operating losses to be incurred during the disposal period. This estimated loss is not included in the pro forma financial data presented. <F2> Pro forma data reflecting (i) the issuance of all 5,619,615 shares of the Common Stock offered in this Rights Offering, (ii) the issuance of none of the Notes, (iii) the issuance of Warrants covering 120,000 shares of Common Stock to the Investor and its financial advisor, and (iv) the acquisition of 100% of the capital stock of Rogers by the Company. See "The Acquisition" and "Description of Subordinated Financing." <F3> Pro forma data reflecting (i) the issuance of 2,809,807 of the shares of the Common Stock offered in this offering, (ii) the issuance of $4,000,000 of the Notes to the Investor (and the related issuance of Warrants covering 2,270,000 shares of the Common Stock to the Investor and its financial advisor), and (iii) the acquisition of 100% of the capital stock of Rogers by the Company. See "The Acquisition" and "Description of Subordinated Financing." <F4> Weighted average shares outstanding include the dilutive effect of stock options and warrants, if applicable. </FN> For the Year Ended December 31, 1994 Kinark 100% Case<F2> 50% Case <F3> Kinark Kinpak Adjusted Rogers Pro Forma Pro Forma Pro Forma Pro Forma Historical Elimination<F1> Historical Historical Adjustments Combined Adjustments Combined Sales $34,782 $8,559 $26,223 $12,624 $38,847 $38,847 Costs and expenses 33,497 9,410 24,087 12,246 $(209) 36,124 $(209) 36,124 Other expenses 694 96 598 (51) (153) 394 555 1,102 Income tax expense (benefit) 181 (346) 527 104 (203) 834 (55) 576 Earnings (loss) 410 (601) 1,011 325 159 1,495 (291) 1,045 Earnings (loss) per common share 0.11 N/M 0.27 N/M N/M 0.16 N/M 0.16 Weighted average shares outstanding (4) 3,752 N/M 3,752 N/M 5,620 9,372 2,810 6,562 <FN> <F1> During August 1995, management of the Company finalized a formal plan to discontinue the operations of Kinpak, one of the Company's subsidiaries. The estimated pre-tax loss on disposal of this subsidiary is $1,525,000 including $185,000 of estimated operating losses to be incurred during the disposal period. This estimated loss is not included in the pro forma financial data presented. <F2> Pro forma data reflecting (i) the issuance of all 5,619,615 shares of the Common Stock offered in this Rights Offering, (ii) the issuance of none of the Notes, (iii) the issuance of Warrants covering 120,000 shares of Common Stock to the Investor and its financial advisor, and (iv) the acquisition of 100% of the capital stock of Rogers by the Company. See "The Acquisition" and "Description of Subordinated Financing." <F3> Pro forma data reflecting (i) the issuance of 2,809,807 of the shares of the Common Stock offered in this offering, (ii) the issuance of $4,000,000 of the Notes to the Investor (and the related issuance of Warrants covering 2,270,000 shares of the Common Stock to the Investor and its financial advisor), and (iii) the acquisition of 100% of the capital stock of Rogers by the Company. See "The Acquisition" and "Description of Subordinated Financing." <F4> Weighted average shares outstanding include the dilutive effect of stock options and warrants, if applicable. </FN> /TABLE At and For the Six Months Ended June 30, 1995 Kinark 100% Case<F2> 50% Case <F3> Kinark Kinpak Adjusted Rogers Pro Forma Pro Forma Pro Forma Pro Forma Historical Elimination<F1> Historical Historical Adjustments Combined Adjustments Combined Working capital $3,417 $1,200 4,617 $1,408 $6,025 $(24) $6,049 Total assets 21,898 1,852 20,046 7,587 $4,865 32,498 5,009 642 Capital expenditures 514 -- 514 552 -- 1,066 -- 1,066 Depreciation 946 150 796 453 -- 1,249 -- 1,249 Long-term obligations 7,454 (969) 6,485 761 (1,703) 5,543 4,000 11,246 Stockholders' equity 9,300 -- 9,300 4,286 6,568 20,154 34 14,595 Per share 2.48 N/M 2.48 N/M N/M 2.15 N/M 2.22 Common shares outstanding 3,747 N/M 3,747 N/M 5,620 9,372 2,810 6,562 <FN> <F1> During August 1995, management of the Company finalized a formal plan to discontinue the operations of Kinpak, one of the Company's subsidiaries. The estimated pre-tax loss on disposal of this subsidiary is $1,525,000 including $185,000 of estimated operating losses to be incurred during the disposal period. This estimated loss is not included in the pro forma financial data presented. <F2> Pro forma data reflecting (i) the issuance of all 5,619,615 shares of the Common Stock offered in this Rights Offering, (ii) the issuance of none of the Notes, (iii) the issuance of Warrants covering 120,000 shares of Common Stock to the Investor and its financial advisor, and (iv) the acquisition of 100% of the capital stock of Rogers by the Company. See "The Acquisition" and "Description of Subordinated Financing." <F3> Pro forma data reflecting (i) the issuance of 2,809,807 of the shares of the Common Stock offered in this offering, (ii) the issuance of $4,000,000 of the Notes to the Investor (and the related issuance of Warrants covering 2,270,000 shares of the Common Stock to the Investor and its financial advisor), and (iii) the acquisition of 100% of the capital stock of Rogers by the Company. See "The Acquisition" and "Description of Subordinated Financing." </FN> /TABLE Kinark Historical For the Six Months Ended June 30, For the Year Ended December 31, 1995 1994 1994 1993 1992 1991<F1> 1990 Sales $17,029 $17,820 $34,782 $30,900 $30,476 $34,109 $34,202 Costs and expenses 17,845 16,362 33,497 28,062 27,399 28,283 30,490 Other expense 355 282 694 1,619 1,361 477 309 Income tax expense (benefit) (427) 429 181 439 21 66 1,273 Earnings (loss)<F2> (744) 747 410 780 1,695 4,067 2,130 Earnings (loss) per common share<F2> (0.20) 0.20 0.11 0.21 0.45 1.10 0.60 Weighted average shares outstanding<F3> 3,747 3,754 3,752 3,755 3,748 3,705 3,561 <FN> <F1> The Company changed its method of valuing certain inventory from the first-in first-out (FIFO) method to the last-in first-out (LIFO) method in 1991. This change increased 1991 net earnings by $300,000 or $.08 per share. <F2> Earnings from continuing operations before cumulative effect of change in accounting method. <F3> Weighted average shares outstanding include the dilutive effect of stock options, if applicable. </FN> At and For the Six Months Ended At and For the Year Ended December 31, June 30, 1995 1994 1993 1992 1991 1990 Working capital $3,417 $2,761 $3,961 $4,028 $2,000 $2,402 Total assets 21,898 20,954 20,931 18,402 16,841 17,716 Capital expenditures 514 1,668 2,540 3,306 2,414 1,639 Depreciation 946 1,771 1,584 1,523 1,574 1,636 Long-term obligations 7,454 6,009 7,720 7,548 6,417 10,686 Stockholders' equity 9,300 10,044 9,634 7,052 5,119 1,372 Per share 2.48 2.68 2.57 1.88 1.41 0.38 Common shares outstanding 3,747 3,746 3,746 3,746 3,623 3,579 Rogers Historical For the Nine Months Ended June 30, For the Year Ended September 30, 1995 1994 1994 1993 1992 1991 1990 Sales $13,285 $9,225 $12,625 $11,544 $10,907 $11,575 $10,549 Costs and expenses 12,050 8,768 12,247 10,070 10,096 10,094 9,695 Other (income) expense 16 (36) (50) (44) (8) (26) (48) Income tax expense 452 110 104 511 312 495 335 Earnings 767 383 324 1,007 507 960 567 Dividends paid 169 403 459 225 225 284 225 At and For the Nine Months Ended At and For the Year Ended September 30, June 30, 1995 1994 1993 1992 1991 1990 Working capital $1,614 $1,119 $1,515 $1,160 $909 $799 Total assets 7,587 6,852 5,548 4,298 4,157 3,321 Capital expenditures 712 973 923 596 828 883 Depreciation 660 672 550 474 381 201 Long-term obligations 634 751 231 287 233 -- Stockholders' equity 4,286 3,688 3,824 3,042 2,760 2,316 RISK FACTORS Prior to deciding to exercise the Rights and purchase the Common Stock, potential investors should carefully consider the following factors, together with other information contained in or incorporated by reference into this Prospectus, in evaluating the Company and its businesses. RECENT OPERATING LOSSES During the last four fiscal quarters, the Company has experienced operating losses due primarily to losses at Kinpak and diminished profitability at Lake River, its chemical packaging and storage subsidiaries. As a result of these losses, the Company has determined to divest Kinpak, or, if necessary, shut down Kinpak if a suitable buyer is not found. While management expects the Company's earnings to improve greatly if the divestiture of Kinpak is completed and the Acquisition is consummated, there can be no assurance that the Company will be profitable over any particular time frame. Continued losses will impair the Company's liquidity and capital resources and reduce the value of the Common Stock. See "Business Strategy." PRO FORMA LIQUIDITY AND CAPITAL RESOURCES The Company's recent losses have reduced its liquidity and capital resources. Depending upon the number of shares of Common Stock issued in the Rights Offering, substantially all of the net proceeds from the Rights Offering and the issuance of the Notes could be utilized in the acquisition of Rogers. In addition, the Company's outstanding borrowings under its bank term loan and revolving credit facility mature on March 31, 1996, and there can be no assurance that the maturity date can be extended or the borrowings refinanced. Unless the Company is sufficiently profitable or the bank borrowings are extended or refinanced, the Company will likely have to find additional sources of working capital to fund its operations. There can be no assurance that these sources, if needed, will be found. CONDITIONS TO THE RIGHTS OFFERING The issuance of shares pursuant to the exercise of the Rights is subject to a number of conditions, including (i) the approval by the stockholders of the increase in the authorized shares of Common Stock and the issuance of the Warrants and Warrant Shares, (ii) the absence of any suit or other action seeking to enjoin the Rights Offering or the Acquisition, (iii) no stockholder other than the Investor owning beneficially after the Rights Offering more than 20% of the outstanding shares of the Common Stock of the Company, (iv) the determination by the Board of Directors of the Company that sufficient funds are available to the Company from the proceeds of the Rights Offering, the sale of the Notes and other sources to enable it to complete the Acquisition, and (v) the determination by the Board of Directors of the Company that all of the conditions to the Acquisition have been or are expected to be satisfied or, if not satisfied, waived. There can be no assurance that these conditions will be satisfied or if not satisfied, waived by the appropriate party. See "The Rights Offering - Conditions to the Rights Offering." CONDITIONS TO THE ACQUISITION The Company's right and obligation to consummate the Acquisition are subject to numerous conditions, including the settlement of certain stockholder litigation which seeks to prevent the Acquisition, the absence of certain adverse changes in Rogers, and the delivery of certain standard closing documents. There can be no assurance that these conditions will be satisfied or, if not satisfied, waived by the appropriate party. In addition, the Company's ability to complete the Acquisition is dependent upon its securing the necessary financing, of which the Rights Offering is a part. Depending upon the success of the Rights Offering, the Company may need to sell all or a portion of the Notes to the Investor in order to finance the Acquisition. There can be no assurance that sufficient funds from these sources will exist to complete the Acquisition. If sufficient funds are not available, no shares will be sold in this Offering and all subscription payments will be returned promptly, without interest or deduction. See "The Acquisition" and "Description of Subordinated Financing." IMPACT OF RIGHTS OFFERING ON HOLDERS OF COMMON STOCK The Rights entitle the holders of the Common Stock to purchase shares of the Common Stock at a price below the prevailing market price of the Common Stock immediately prior to the commencement of the Rights Offering. Holders of the Common Stock who exercise their Rights will preserve, and through the Oversubscription Privilege may increase, their proportionate interest in the equity ownership and voting power of the Company. Holders who do not exercise their Rights will experience a decrease in their proportionate interest in the equity ownership and voting power of the Company. The consummation of the sale of the shares offered hereby would increase the number of shares of Common Stock outstanding (on a pro forma basis as of _____________, 1995) (i) under the 100% Case by 5,739,615 shares (or 153%) to 9,486,025 shares, assuming all of the shares offered hereby are issued and including 120,000 shares issuable upon exercise of the Warrants and (ii) under the 50% Case by 5,079,807 shares (or 136%) to 8,826,217 shares assuming 50% of the shares offered hereby are issued and including 2,270,000 shares issuable upon the exercise of the Warrants. MARKET CONSIDERATIONS There can be no assurance that the market price of the Common Stock will not decline during the subscription period or that, following the issuance of the Rights and the issuance of the underlying shares upon exercise of the Rights, a subscribing Rights holder will be able to sell shares purchased in the Rights Offering at a price equal to or greater than the Subscription Price. The election of a Rights holder to exercise Rights in the Rights Offering is irrevocable. Moreover, until certificates are delivered, subscribing Rights holders may not be able to sell the Common Stock that they have purchased in the Rights Offering. Certificates representing shares of the Common Stock purchased pursuant to the Basic Subscription Privilege will be delivered as soon as practicable after the Expiration Date and, in the case of shares purchased pursuant to the Oversubscription Privilege, all prorations and adjustments contemplated by the terms of the Rights Offering have been effected. No interest will be paid to Rights holders on funds delivered to the Subscription Agent pursuant to the exercise of Rights pending delivery of Common Stock acquired upon exercise of the Rights. RIGHTS NOT TRANSFERABLE; NO MARKET FOR RIGHTS The Rights are not transferable, and thus there will be no market or other means for holders of the Rights to directly realize any value associated with the Rights. Thus, holders of the Rights must exercise them and acquire additional shares of the Common Stock in order to realize any such value. The election of a Rights holder to exercise Rights in the Rights Offering is irrevocable. CONCENTRATION OF OWNERSHIP Following the Rights Offering and the consummation of the Acquisition, certain stockholders will own or have the right to acquire a substantial portion of the Common Stock. Assuming the sale of all 5,619,615 shares offered hereby, including 120,000 shares issuable upon exercise of the Warrants, and no issuance of the Notes (the "100% Case"), the exercise by the Investor of its Rights pursuant to the Purchase Commitment and the exercise by Steel Partners II, Ltd. ("Steel Partners") of its full Basic Subscription Privilege and Oversubscription Privilege with respect to its Rights, the Investor will own approximately 12.8% of the Common Stock and Steel Partners will own approximately 18.1% of the Common Stock. Assuming the sale of 2,809,807 of the shares offered hereby and the issuance of $4.0 million of the Notes to the Investor, including 2,270,000 shares issuable upon exercise of the Warrants (the "50% Case"), and the exercise by the Investor of its Rights pursuant to the Purchase Commitment and the exercise by Steel Partners of its full Basic Subscription Privilege and Oversubscription Privilege with respect to its Rights, the Investor will own approximately 38.1% of the Common Stock and Steel Partners will own approximately 19.4% of the Common Stock. As a result, the ability of stockholders other than the Investor or Steel Partners to influence the election of the Company's directors or the management and operations of the Company may be limited. Under the 50% Case excluding the 2,270,000 shares issuable upon exercise of the Warrants, and assuming the exercise by the Investor of its Rights pursuant to the Purchase Commitment and the exercise by Steel Partners of its full Basic Subscription Privilege and Oversubscription Privilege with respect to their Rights, the Investor will own approximately 17.0% of the Common Stock and Steel Partners will own approximately 26.2% of the Common Stock. However, under this scenario, a condition to the Investor's purchase of the Notes will not have been satisfied which requires that no stockholder other than the Investor own beneficially after the Rights Offering more than 20% of the outstanding Common Stock of the Company and, unless waived, the Investor will have no obligation to exercise the Purchase Commitment and purchase $1,500,000 of Common Stock or to purchase the Notes. See "Conditions to the Rights Offering." CERTAIN ANTI-TAKEOVER EFFECTS Assuming the sale of all 5,619,615 shares offered hereby, including 120,000 shares issuable upon exercise of the Warrants and no issuance of the Notes (the "100% Case"), the members of the Board of Directors and senior management of the Company will beneficially own approximately 19.6% of the Common Stock, and assuming the sale of 2,809,807 of the shares offered hereby, the issuance of $4.0 million of the Notes to the Investor including 2,270,000 shares issuable upon exercise of the Warrants (the "50% Case"), the members of the Board of Directors and senior management will beneficially own approximately 45.3% of the Common Stock. This Common Stock ownership, together with various provisions of the Company's Restated Certificate of Incorporation may tend to deter nonnegotiated tender offers or other efforts to obtain control of the Company and thereby deprive stockholders of opportunities to sell shares at prices higher than those prevailing in the market. See "Description of Capital Stock - Certain Certificate of Incorporation and Bylaw Provisions." DEBT RESTRICTIONS The terms of the Company's existing bank term loan and revolving credit facility and the Subordinated Financing Agreement restrict certain aspects of the Company's operations. These restrictions include specified minimum values for the net worth, working capital and debt service coverage for the Company, and limitations on incurring additional debt or capital expenditures or engaging in acquisitions and dispositions by the Company. There can be no assurance that the Company will be able to comply with these restrictions without disrupting its business. See "Description of Subordinated Financing." COMPETITION The independent after-fabrication hot dip galvanizing market is highly competitive. In particular, during the first six months of 1995 Boyles has been subject to increasing price pressure from its competitors in certain of its geographic markets, and a new independent galvanizer recently commenced operations in Rogers' geographic market. The current profitability of Boyles and Rogers, and hence the Company, will depend in part on their ability to maintain current prices. There can be no assurance that these prices can be maintained. See "Business Strategy." GOVERNMENT REGULATION The Company's operations are subject to various government regulations, including those related to occupational safety and health (OSHA), workers compensation and environmental matters. Like their competitors in the galvanizing and chemicals businesses, Kinark and its subsidiaries and Rogers will have regulatory compliance costs associated with past, present and future operations, but the Company cannot presently quantify the cost of complying with these regulations. While neither the Company, its subsidiaries nor Rogers is presently the subject of any material claim or investigation with respect to these regulations, there can be no assurance that the cost of complying with these regulations in the future will not have a material adverse affect on the Company, its subsidiaries or Rogers. BUSINESS STRATEGY In May 1995, Michael T. Crimmins, the Chairman of the Board of the Company, acquired 9.7% of the Company's Common Stock from Northbridge Holdings, Inc. In connection with this acquisition, Mr. Crimmins assumed the duties of Chairman of the Board of the Company. In this new role, Mr. Crimmins intends to lead the Company toward a refocusing of its efforts on its galvanizing business and away from its specialty chemicals and chemical storage businesses. As a result, the Company has determined to divest Kinpak, or if a suitable buyer is not found, shut down Kinpak. In connection with the Acquisition and the Subordinated Financing, Mr. Crimmins will assume the office of Chief Executive Officer of the Company, and the Company's current President and Chief Executive Officer will become the President and Chief Operating Officer of the Company. In conjunction with the refocusing of its efforts on galvanizing, the Company is proceeding toward the consummation of the Acquisition and the integration of Rogers into its operations. The Rights Offering and the Subordinated Financing are integral steps in the financing of the Acquisition. To assist the Company in its efforts to acquire Rogers, a family investment company controlled by Mr. Crimmins (the "Investor") has agreed to purchase up to $4.0 million principal amount of the Notes and purchase not less than $1.5 million of Common Stock offered hereby to finance the acquisition of Rogers. A key part of the Company's business strategy is to grow its galvanizing business. The Acquisition will significantly increase the Company's share of the central midwestern United States independent galvanizing market, and management believes that the combined company will have the largest share of this market in the four-state region comprised of Missouri, Kansas, Oklahoma and Arkansas. Based on the pro forma combined results of the Company for the most recently completed fiscal year, the Acquisition to increase greatly the revenues and earnings of the Company's galvanizing operations. Management believes that this increased market share should provide for greater versatility of service, optimization of production, strengthened price leadership and enhanced profitability. In addition, the Acquisition should provide the Company with greater financial and managerial resources which will enhance the Company's ability to make future acquisitions of independent galvanizing operations. Also, Rogers has recently entered into a letter of intent to purchase the operations of a small galvanizing company in a complementary geographic market. The Acquisition has the potential to restore the Company to profitability. Rogers' sales have increased steadily since 1990 due to a strong geographic niche in the central Midwestern United States market and, based on its operating income for the six months ended June 30, 1995, Rogers would have been a major contributor to Kinark's profitability during this period. THE ACQUISITION GENERAL On August 3, 1994, the Company entered into an agreement (the "Rogers Agreement") with two trusts (the "Trusts") which together own 51.2% of the capital stock (the "Trust Stock") of Rogers Galvanizing Company ("Rogers") to acquire their stock in Rogers for $4.3 million in cash (the "Acquisition"). The acquisition of the Trust Stock is conditioned upon the settlement or favorable determination of litigation by certain beneficiaries of the Trusts which seeks to prevent the Acquisition, the absence of a material adverse change in the business of Rogers, the delivery of certain standard closing documents, and other standard conditions. There can be no assurance that these conditions will be satisfied or, if not satisfied, waived by the appropriate party. As part of the Rogers Agreement, the Company has agreed to offer to purchase the remaining outstanding shares of capital stock of Rogers from its minority stockholders for cash at a price per share equivalent to that paid to the Trusts for the Trust Stock. The Company expects that the litigation by certain beneficiaries of the Trusts which seeks to prevent the Acquisition will be settled or determined favorably to the Company during the fourth quarter of 1995, but there can be no assurance that this will be the case. Upon such settlement or determination, the Company will be obligated to consummate the Acquisition within forty-five days. If the Company is not able to close the Acquisition at such time due to a lack of financing or for other reasons, the Trusts have the right to terminate the Rogers Agreement. If the Acquisition does not close for any reason, the Rights Offering will be terminated and all subscription payments will be returned promptly, without interest or deduction. ROGERS' BUSINESS Similar to Boyles, Rogers provides corrosion protection for metal components by means of hot dip galvanizing. Rogers was incorporated in 1940 and competes with Boyles in the central midwestern United States market. Although the two companies have often bid jobs for the same customers, the primary markets of the two companies do not generally overlap due to the diverse physical locations of the Boyles' and Rogers' plants. Rogers galvanizes for more than 600 customers annually. Rogers' primary market is in the Tulsa area, which generates approximately 65% of its annual tonnage. Currently, 40% to 50% of Rogers' business is subject to a yearly contract or blanket purchase order. Rogers maintains and operates two adjacent galvanizing plants in Tulsa. On a combined basis, Rogers operates three galvanizing kettles with 56,000 square feet under roof. Combined capacity is 60,000 tons of galvanized steel per year and, in the year ended December 31, 1994, Rogers galvanized approximately 46,000 tons of steel. Rogers employs approximately 182 full-time employees. Rogers conducts specialty galvanizing operations through two subsidiaries, Spin-Galv, Inc. ("Spin-Galv") and Reinforcing Services, Inc. ("RSI"). Spin- Galv provides specialized centrifuge galvanizing for smaller metal components by placing them in a basket-like container and "spinning" them in a molten zinc solution. Markets targeted by Spin-Galv include fabricators, original equipment manufacturers, and manufacturers of industrial fasteners and connectors. RSI provides galvanized components primarily through a business agreement with The Reinforced Earth Company ("RECO"). RSI purchases steel, fabricates it to RECO's specifications and then galvanizes it using a highly specialized and automated process that requires roughly one-third of the personnel needed for more traditional galvanizing methods. This on-site fabrication and galvanizing eliminates the in-bound transportation expense normally incurred by RECO in shipping to the galvanizer. RSI's agreement with RECO expires August 31, 1997. RSI plans to target other specialty manufacturers, such as rebar manufacturers, to explore opportunities for adding new galvanizing business. A competitor of Rogers recently built a new plant in the Tulsa area, and as a result the price that Rogers can charge for galvanizing is expected to be subject to enhanced competitive pressure. USE OF PROCEEDS The net proceeds to the Company from the sale of the maximum number of shares of Common Stock to be issued with respect to the Rights are estimated to be approximately $10,854,230, after deducting the estimated offering expenses payable by the Company. The Company will use the net proceeds of the Rights Offering to finance the Acquisition, pay related fees and expenses and for other general corporate purposes. The following table illustrates the estimated sources and uses of funds, assuming that the Company acquired 100% of the capital stock of Rogers on June 30, 1995, through either (i) the issuance of all of the shares of Common Stock offered hereby, including 170,000 shares issuable upon exercise of the Warrants and no issuance of the Notes (the "100% Case") and (ii) the issuance of 2,809,807 of the shares of Common Stock offered hereby, and the issuance of $4.0 million of the Notes to the Investor including 120,000 shares issuable upon exercise of the Warrants and no issuance of the Notes (the "50% Case"). AMOUNT (IN THOUSANDS) 100% CASE SOURCES OF FUNDS: Common Stock offered hereby $11,239 Notes sold to the Investor -- Total Sources of Funds $11,239 USES OF FUNDS: Acquisition of Rogers $8,321 Fees and expenses<F1> 1,215 Other corporate purposes 1,703 Total Uses of Funds $11,239 50% CASE SOURCES OF FUNDS: Common Stock offered hereby $5,620 Notes sold to the Investor 4,000 Total Sources of Funds $9,620 USES OF FUNDS: Acquisition of Rogers $8,321 Fees and expenses<F1> 1,275 Other corporate purposes 24 Total Uses of Funds $9,620 (1) Includes approximately $415,000 to fund a trust to pay certain life insurance premiums for the benefit of the chairman of Rogers pursuant to a contractual provision triggered by the Acquisition. CAPITALIZATION The following table sets forth, assuming the acquisition of all of the capital stock of Rogers, (i) the actual capitalization of the Company at June 30, 1995, (ii) the capitalization of the Company at June 30, 1995, adjusted to reflect the elimination of Kinpak as a discontinued operation, (iii) the pro forma capitalization of the Company at June 30, 1995, in the 100% Case, after deducting the estimated offering expenses and the application of the net proceeds, and (iii) the pro forma capitalization of the Company at June 30, 1995, in the 50% Case, after deducting the estimated offering expenses and the application of the net proceeds. June 30, 1995 Adjusted Pro Forma Pro Forma HistoricalHistorical<F1>100% Case50% Case Long-term obligations $7,454 $6,485 $5,381 $11,119 Stockholders' equity Common stock, $.10 par value, Authorized: Actual - 12,000,000 shares; Pro forma - 18,000,000 shares; Issued: Historical and Adjusted Historical - 5,200,562 shares Pro forma 100% Case - 9,366,025 shares Pro forma 50% Case - 6,974,151 shares<F2>520 520 1,082 801 Additional paid-in capital 10,531 10,531 14,876 9,607 Retained earnings 4,226 3,251 3,251 3,251 Less: Treasury stock at cost: Actual - 1,454,152 shares: Pro forma 100% Case and pro forma 50% Case - no shares (5,977) (5,977) -- -- Total stockholders' equity 9,300 8,325 19,209 13,659 Total long-term obligations and stockholders' equity$16,754$19,07131,41031,598 <FN> <F1> During August 1995, management of the Company finalized a formal plan to discontinue the operations of Kinpak. The estimated loss on disposal of this subsidiary is $975,000 (net of income tax effects of $550,000) including $185,000 of estimated operating losses to be incurred during the disposal period. The Kinpak elimination presented in the accompanying pro forma financial statements reflect that entity as a discontinued operation. <F2> Does not include shares issuable pursuant to currently exercisable options and warrants to purchase Common Stock, which aggregate 112,500 shares - historical and adjusted historical, 112,500 shares - Pro Forma 100% Case, and 2,385,000 shares - Pro Forma 50% Case. </FN> /TABLE COMMON STOCK DIVIDENDS AND PRICE RANGE The Company has a longstanding policy of not paying cash dividends on the Common Stock in order to reinvest earnings to support its business operations. The Company presently intends to continue that policy. The terms of the Company's bank borrowings and the Notes also restrict the payment of dividends on the Common Stock. See "Description of Subordinated Financing." The Company's Common Stock is listed on the American Stock Exchange (the "AMEX") under the symbol "KIN" and appears in the market reports in The Wall Street Journal as "KinarkCp." The following table sets forth, for the periods indicated, the high and low sales prices of the Common Stock as reported by the AMEX: Quarterly Stock Prices First Second Third Fourth 1995 High $4 $3 15/16 3 7/16(1) N/A Low 3 2 7/8 2 7/8 (1) N/A 1994 High $4 11/16 $4 7/8 $4 1/2 $4 1/4 Low 3 3/4 4 3 1/2 3 1993 High $5 1/2 $5 1/2 $5 3/8 $4 1/4 Low 4 3/8 4 1/4 4 3 3/8 (1) Through September 14, 1995. On September 14, 1995, the closing price of the Common Stock on the AMEX was $3 1/16 per share. On that date, there were approximately 2,675 record holders of the Common Stock. THE RIGHTS OFFERING THE RIGHTS The Company is distributing nontransferable Rights, at no cost, to the record holders ("Holders") of outstanding shares of the Common Stock as of the Record Date (5:00 p.m. New York City time, on ________________, 1995). The Company will distribute three Rights for each two shares of the Common Stock held on the Record Date. Each such Right entitles the holder thereof to subscribe for shares of the Common Stock pursuant to a Basic Subscription Privilege and an Oversubscription Privilege. See "Subscription Privileges." No fractional rights will be distributed and no cash in lieu thereof will be paid. The Rights are evidenced by nontransferable Subscription Certificates (the "Subscription Certificates"). The Subscription Price of $2.00 per share of the Common Stock represents a discount of ____% from the closing price of $_______ for the shares of the Common Stock listed on the AMEX immediately prior to the commencement of the Rights Offering. There can be no assurance that shares of the Common Stock will trade at prices above the Subscription Price. See "Risk Factors - Market Considerations." EXPIRATION DATE The Rights will expire at 5:00 p.m. New York City time, on ____________, 1995, unless extended by the Company (the "Expiration Date"), after which time all unexercised Rights will be null and void. The Company will not be obligated to honor any purported exercise of Rights received by the Subscription Agent after 5:00 p.m. New York City time, on the Expiration Date, regardless of when the documents relating to such exercise were transmitted, except when timely transmitted pursuant to the Guaranteed Delivery Procedures described below. The Expiration Date will not be extended beyond ____________, 1995, and if the conditions to the Rights Offering have not been satisfied by such date, or the Rights Offering is otherwise terminated, all subscription payments will be returned promptly, without interest or deduction. See "Amendments and Termination." SUBSCRIPTION PRIVILEGES Basic Subscription Privilege. The Basic Subscription Privilege entitles the holder of each Right to purchase one share of the Common Stock upon payment of the Subscription Price. Certificates representing shares of the Common Stock purchased pursuant to the Basic Subscription Privilege will be delivered to subscribers as soon as practicable after the Expiration Date. Oversubscription Privilege. Subject to proration as described below, the Oversubscription Privilege entitles the holder of a Right to subscribe upon payment of the Subscription Price for a limited number of shares of the Common Stock in addition to those subscribed by such holder through exercise of the Basic Subscription Privilege. Shares of the Common Stock will be available for purchase pursuant to the Oversubscription Privilege by each Right holder in an aggregate amount up to 50% of the shares that the holder is entitled to purchase under the Basic Subscription Privilege and only to the extent that any shares of the Common Stock are not subscribed for through exercise of the Basic Subscription Privilege (the "Excess Shares"). No fractional shares of Common Stock will be issued pursuant to the exercise of the Oversubscription Privilege. If the number of Excess Shares is not sufficient to satisfy all subscriptions pursuant to the exercise of the Oversubscription Privilege, the Excess Shares will be allocated pro rata (subject to the elimination of fractional shares) among those holders who have exercised the Oversubscription Privilege, in proportion to the number of shares each such holder has purchased pursuant to the exercise of the Basic Subscription Privilege. However, no such holder may be allocated a greater number of Excess Shares than was subscribed by such holder pursuant to the exercise of such holder's Oversubscription Privilege. Only those holders that exercise the Basic Subscription Privilege will be entitled to exercise the Oversubscription Privilege. Certificates representing shares of the Common Stock purchased pursuant to exercise of the Oversubscription Privilege will be delivered to subscribers as soon as practicable after the Expiration Date and after all prorations have been effected. Banks, brokers and other nominee holders of Rights that exercise the Oversubscription Privilege on behalf of beneficial owners of Rights will be required to certify to the Subscription Agent and the Company, in connection with the exercise of the Oversubscription Privilege, the aggregate number of shares that have been subscribed through the exercise of the Basic Subscription Privilege on behalf of those beneficial owners in addition to the number of shares that are being subscribed pursuant to exercise of the Oversubscription Privilege by each such beneficial owner. PURCHASE COMMITMENT Pursuant to agreements with the Company, certain directors of the Company have agreed to exercise their Rights and purchase an aggregate of 875,000 shares, or approximately 15.6% of the shares offered hereby, at an aggregate purchase price of $1,750,000 (the "Purchase Commitment"). These obligations are contingent upon the continued existence of a binding agreement between the Company and the Investor with respect to the issuance of the Notes and the Warrants. See "Description of Subordinated Financing." EXERCISE OF RIGHTS Rights may be exercised by delivering to the Subscription Agent, at or prior to the Expiration Date (5:00 p.m. New York City time, on ____________, 1995, unless extended), the properly completed and executed Subscription Certificate evidencing those Rights with any required signature guarantees, together with payment in full of the Subscription Price for each share of the Common Stock subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege. Such payment must be made by (a) check or bank draft drawn upon a U.S. bank or postal, telegraphic, or express money order payable to Mellon Securities Transfer Services, as Subscription Agent, or (b) wire transfer of same day funds to the account maintained by the Subscription Agent for such purpose at Mellon Bank, N.A., ABA No. _______________, Account No. _____________________ (marked: "Kinark Corporation Subscription"). Payment of the Subscription Price will be deemed to have been received by the Subscription Agent only upon (i) clearance of any uncertified check, (ii) receipt by the Subscription Agent of any certified check or bank draft drawn upon a U.S. bank or any postal, telegraphic or express money order or (iii) receipt of good funds in the Subscription Agent's account designated above. HOLDERS WISHING TO PAY BY UNCERTIFIED PERSONAL CHECK SHOULD NOTE THAT SUCH A CHECK MAY TAKE AT LEAST FIVE BUSINESS DAYS TO CLEAR AND SHOULD TRANSMIT THE CHECK SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO ENSURE THAT IT IS RECEIVED AND CLEARS BY SUCH DATE OR CONSIDER PAYMENT BY MEANS OF CERTIFIED OR CASHIER'S CHECK, MONEY ORDER OR WIRE TRANSFER OF FUNDS. The address to which the Subscription Certificates and payment of the Subscription Price should be delivered is: Mellon Securities Transfer Services 85 Challenger Road Ridgefield Park, New Jersey 07660-2108 If a Rights holder wishes to exercise Rights, but time will not permit such holder to cause the Subscription Certificates evidencing such Rights to reach the Subscription Agent on or prior to the Expiration Date, such Rights may nevertheless be exercised if all of the following conditions (the "Guaranteed Delivery Procedures") are met: (i) such holder has caused payment in full of the Subscription Price for each share of the Common Stock being subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege to be received (in the manner set forth above) by the Subscription Agent on or prior to the Expiration Date; (ii) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Instructions as to Use of Kinark Corporation Subscription Certificates (the "Instructions") distributed with the Subscription Certificates, from a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. (the "NASD"), or from a commercial bank or trust company having an office or correspondent in the United States (each, an "Eligible Institution"), stating the name of the exercising Rights holder, the number of Rights represented by the Subscription Certificates held by such exercising Rights holder, the number of shares of the Common Stock being subscribed for pursuant to the Basic Subscription Privilege and the number of the shares of Common Stock, if any, being subscribed for pursuant to the Oversubscription Privilege, and guaranteeing the delivery to the Subscription Agent of any Subscription Certificate evidencing such Rights within three AMEX trading days following the date of the Notice of Guaranteed Delivery; and (iii) the properly completed Subscription Certificate evidencing the Rights being exercised, with any required signatures guaranteed, is received by the Subscription Agent within three AMEX trading days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to the Subscription Agent in the same manner as Subscription Certificates at the addresses set forth above, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (telecopier no. ________________). Additional copies of the form of Notice of Guaranteed Delivery are available upon request from the Information Agent, whose address and telephone number are set forth below under "Information Agent." Funds received in payment of the Subscription Price for shares subscribed for pursuant to the Rights will be held in a segregated account pending issuance of such shares. If a Rights holder exercising the Oversubscription Privilege is allocated less than all of the shares of the Common Stock which such holder wished to subscribe for pursuant to the Oversubscription Privilege, the excess funds paid by such holder in respect of the Subscription Price for shares of the Common Stock not so allocated shall be returned by mail without interest or deduction as soon as practicable after the Expiration Date. Unless a Subscription Certificate (i) provides that the shares of the Common Stock to be issued pursuant to the exercise of Rights represented thereby are to be delivered to the record holder of such Rights or (ii) is submitted for the account of an Eligible Institution, signatures on such Subscription Certificate must be guaranteed by a commercial bank, trust company, securities broker or dealer, credit union, savings association or other eligible guarantor institution which is a member of or a participant in a signature guarantee program acceptable to the Subscription Agent. Holders who hold shares of the Common Stock for the account of others, such as brokers, trustees or depositaries for securities, should notify the respective beneficial owners of such shares as soon as possible to ascertain such beneficial owners' intentions and to obtain instructions with respect to the Rights. If the beneficial owner so instructs, the record holder of such Right should complete Subscription Certificates and submit them to the Subscription Agent with the proper payment. In addition, beneficial owners of shares of the Common Stock or Rights held through such a holder should contact the holder and request the holder to effect transactions in accordance with the beneficial owner's instructions. The instructions accompanying the Subscription Certificates should be read carefully and followed in detail. DO NOT SEND SUBSCRIPTION CERTIFICATES TO THE COMPANY. THE METHOD OF DELIVERY OF SUBSCRIPTION CERTIFICATES AND PAYMENT OF THE SUBSCRIPTION PRICE TO THE SUBSCRIPTION AGENT WILL BE AT THE ELECTION AND RISK OF THE RIGHTS HOLDERS, BUT IF SENT BY MAIL IT IS RECOMMENDED THAT SUCH SUBSCRIPTION CERTIFICATES AND PAYMENTS BE SENT BY REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, AND THAT A SUFFICIENT NUMBER OF DAYS BE ALLOWED TO ENSURE DELIVERY TO THE SUBSCRIPTION AGENT AND CLEARANCE OF PAYMENT PRIOR TO 5:00 P.M. NEW YORK CITY TIME, ON THE EXPIRATION DATE. BECAUSE UNCERTIFIED PERSONAL CHECKS MAY TAKE AT LEAST FIVE BUSINESS DAYS TO CLEAR, YOU ARE STRONGLY URGED TO PAY, OR ARRANGE FOR PAYMENT, BY MEANS OF CERTIFIED OR CASHIER'S CHECK, MONEY ORDER OR WIRE TRANSFER OF FUNDS. All questions concerning the timeliness, validity, form and eligibility of any exercise of Rights will be determined by the Company, whose determinations will be final and binding. The Company in its sole discretion may waive any defect or irregularity, or permit a defect or irregularity to be corrected within such time as it may determine, or reject the purported exercise of any Right. Subscriptions will not be deemed to have been received or accepted until all irregularities have been waived or cured within such time as the Company determines in its sole discretion. Neither the Company nor the Subscription Agent will be under any duty to give notification of any defect or irregularity in connection with the submission of Subscription Certificates or incur any liability for failure to give such notification. The Company will pay the fees and expenses of the Subscription Agent, and has also agreed to indemnify the Subscription Agent from any liability which it may incur in connection with the Rights Offering. INFORMATION AGENT The Company has appointed Morrow & Co., Inc. as Information Agent for the Rights Offering. Any questions or requests for assistance concerning the method of exercising Rights or additional copies of this Prospectus, the Instructions or the Notice of Guaranteed Delivery may be directed to the Information Agent at the telephone number and address below. Morrow & Co., Inc. 909 Third Avenue 20th Floor New York, New York 10022-4799 or CALL TOLL-FREE (800) - ______________ The Company will pay the fees and expenses of the Information Agent and has also agreed to indemnify the Information Agent from certain liabilities which it may incur in connection with the Rights Offering. NO REVOCATION ONCE A HOLDER OF RIGHTS HAS EXERCISED THE BASIC SUBSCRIPTION PRIVILEGE AND/OR THE OVERSUBSCRIPTION PRIVILEGE, SUCH EXERCISE MAY NOT BE REVOKED. CONDITIONS TO THE RIGHTS OFFERING The issuance of shares pursuant to the exercise of the Rights is subject to a number of conditions, including (i) the approval by the stockholders at the Special Meeting of the increase in the authorized number of shares of the Common Stock and the issuance of the Warrants and Warrant Shares, (ii) the absence of any suit or other action seeking to enjoin the Rights Offering or the Acquisition, (iii) no stockholder other than the Investor owning beneficially after the Rights Offering more than 20% of the Common Stock of the Company, (iv) the determination by the Board of Directors of the Company that sufficient funds are available to the Company from the proceeds of this offering, the sale of the Notes and other sources to enable it to complete the Acquisition, and (v) the determination by the Board of Directors of the Company that all of the conditions to the Acquisition have or are expected to be satisfied or, if not satisfied, waived, or the Rights Offering is otherwise terminated. In the event that the foregoing conditions to the Rights Offering have not been satisfied by _________, 1995, all subscription payments will be returned promptly, without interest or deduction. AMENDMENTS AND TERMINATION The Company may extend the Rights Offering and otherwise amend the terms of the Rights Offering or terminate the Rights Offering at any time prior to the Expiration Date or thereafter if the conditions to the Rights Offering have not been satisfied. SHARES OF THE COMMON STOCK OUTSTANDING AFTER THE RIGHTS OFFERING Assuming the issuance of all of the shares offered hereby, approximately 5,619,615 shares of the Common Stock will be issued in connection with the Rights Offering. Based on the 3,746,410 shares of the Common Stock outstanding as of ____________, 1995, the issuance of such shares pursuant to the Rights Offering would result (on a pro forma basis as of such date) in a 150% increase in the number of outstanding shares of the Common Stock. Assuming the issuance of 2,809,807 of the shares offered hereby, the issuance of such shares would result (on a pro forma basis as of _____________, 1995) in a 75% increase in the number of outstanding shares of the Common Stock. FOREIGN AND CERTAIN OTHER STOCKHOLDERS Subscription Certificates will not be mailed to holders whose addresses are outside the United States or who have an APO or FPO address, but will be held by the Subscription Agent for their account. To exercise such Rights, such holders must notify the Subscription Agent on or prior to 5:00 p.m. New York City time, on ________________, 1995. FEDERAL INCOME TAX CONSEQUENCES In the opinion of Nelson Mullins Riley & Scarborough, L.L.P., the material United States federal income tax consequences to holders of shares of the Common Stock upon the issuance (the "Issuance") of the Rights, and to holders of the Rights upon the exercise, lapse or disposition of the Rights, will be as set forth below. This opinion is based upon laws, regulations, rulings and decisions currently in effect. This opinion does not discuss all aspects of federal income taxation that may be relevant to a particular investor or to certain types of investors subject to special treatment under the federal income tax laws (for example, banks, dealers in securities, life insurance companies, tax exempt organizations and foreign taxpayers), and does not discuss any aspect of state, local or foreign tax laws. This opinion is limited to holders who will hold the Rights and any shares of the Common Stock received therefor upon exercise as capital assets. Issuance of the Rights. Holders of shares of the Common Stock will not recognize taxable income, for federal income tax purposes, in connection with the receipt of the Rights. Basis and Holding Period of the Rights. Except as provided in the following sentence, the basis of the Rights received by a holder of Common Stock as a distribution with respect of such holder's shares of the Common Stock will be zero. If either (i) the fair market value of the Rights on the date of Issuance is 15% or more of the fair market value (on the date of Issuance) of the shares of the Common Stock with respect to which they are received or (ii) the holder of Common Stock elects, in his or her federal income tax return for the taxable year in which the Rights are received, to allocate part of the basis of such shares of the Common Stock to the Rights, then upon exercise or sale of the Rights, the holder's basis in such shares of the Common Stock will be allocated between the shares of the Common Stock and the Rights in proportion to the fair market values of each on the date of Issuance. The holding period of the Rights received by a holder as a distribution on such holder's shares of the Common Stock will include the holder's holding period (as of the date of Issuance) for the shares of the Common Stock with respect to which the Rights were issued. Lapse of the Rights. Holders of shares of the Common Stock who allow the Rights received by them at the Issuance to lapse will not recognize any gain or loss, and no adjustment will be made to the basis of the shares of the Common Stock, if any, owned by such holders of the Rights. Exercise of the Rights; Basis and Holding Period of Shares of the Common Stock. Holders of the Rights will not recognize any gain or loss upon the exercise of such Rights. The basis of the shares of the Common Stock acquired through exercise of the Rights will generally be equal to the sum of the Subscription Price therefor and the holder's basis in such Rights (if any). The holding period for the shares of the Common Stock acquired through exercise of the Rights will begin on the date such Rights are exercised. THE FOREGOING IS INCLUDED FOR GENERAL INFORMATION ONLY. ACCORDINGLY, EACH HOLDER OF SHARES OF THE COMMON STOCK IS URGED TO CONSULT WITH HIS OR HER OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF THE RIGHTS OFFERING ON HIS OR HER OWN PARTICULAR TAX SITUATION, INCLUDING THE APPLICATION AND EFFECT OF STATE AND LOCAL INCOME AND OTHER TAXES. OTHER MATTERS The Rights Offering is not being made in any state or other jurisdiction in which it is unlawful to do so, nor is the Company selling or accepting any offers to purchase any shares of the Common Stock from Rights holders who are residents of any such state or other jurisdiction. The Company may delay the commencement of the Rights Offering in certain states or other jurisdictions in order to comply with the securities law requirements of such states or other jurisdictions. It is not anticipated that there will be any changes in the terms of the Rights Offering. The Company, if it so determines in its sole discretion, may decline to make modifications to the terms of the Rights Offering requested by certain states or other jurisdictions, in which event Rights holders resident in those states or jurisdictions will not be eligible to participate in the Rights Offering. DESCRIPTION OF CAPITAL STOCK COMMON STOCK The authorized capital stock of the Company consists of 12,000,000 shares of Common Stock, $.10 par value per share. As of June 30, 1995, the Company had issued 5,200,562 shares of Common Stock, 3,746,410 of which were outstanding and 1,454,152 of which were treasury shares. Holders of Common Stock are entitled to one vote per share on all matters on which the holders of Common Stock are entitled to vote and do not have any cumulative voting rights. The holders of Common Stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors. The Company has a longstanding policy of not paying cash dividends on the Common Stock in order to reinvest earnings to support its business operations. The terms of the Company's secured credit facilities and the Subordinated Financing Agreement also restricts the payment of dividends on the Common Stock. See "Common Stock Dividends and Price Range." Holders of Common Stock have no preemptive, conversion, redemption or sinking fund rights. In the event of a liquidation, dissolution or winding-up of the Company, holders of Common Stock are entitled to share equally and ratably in the assets of the Company, if any, remaining after the payment of all debts and liabilities of the Company. The outstanding shares of Common Stock are, and the shares of Common Stock issuable upon exercise of the Rights when issued will be, fully paid and nonassessable. For a description of the Rights to be distributed by the Company, see "The Rights Offering." For a description of the Warrants to be issued to the Investor and his financial advisor, see "Description of Subordinated Financing - Warrants." CERTAIN CERTIFICATE OF INCORPORATION AND BYLAW PROVISIONS The provisions of the Company's Restated Certificate of Incorporation (the "Certificate"), the Company's Amended and Restated Bylaws (the "Bylaws") and the Delaware Corporation Law summarized in the following paragraphs may be deemed to have anti-takeover effects and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider to be in such stockholder's best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders, and may make removal of management more difficult. Authorized but Unissued Stock. The authorized but unissued shares of Common Stock will be available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Common Stock may enable the Board of Directors to issue shares to persons friendly to current management, which could render more difficult or discourage any attempt to obtain control of the Company by means of a proxy contest, tender offer, merger or otherwise, and thereby protect the continuity of the Company's management. The Board of Directors may also create and issue, without stockholder approval, rights or options entitling the holders thereof to purchase from the Company shares of the Company's Common Stock. Number of Directors. The Certificate provides that the number of directors of the Company shall be as provided in the Bylaws, but may not be less than three and shall be seven if the Bylaws do not provide a number. The Bylaws set the number of directors of the Company at six. This number may be increased or decreased at any time by amendment of the Bylaws, subject to the provisions of the Certificate. Advance Notice Requirements for Stockholder Proposals and Director Nominations. The Bylaws establish advance notice procedures with regard to stockholder proposals and the nomination, other than by or at the direction of the Board of Directors or a committee thereof, of candidates for election as directors. These procedures provide that the notice of stockholder proposals and stockholder nominations for the election of directors at any annual meeting of stockholders must be in writing and be received at the principal executive offices of the Company not less than 90 days in advance of the annual meeting. The requirement to deliver notice to the Corporation a set number of days in advance of an annual meeting shall mean that such notice must be delivered such number of days in advance of the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed more than 60 days from such anniversary, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of the 60th day prior to such annual meeting or the 10th day following the day on which notice of such meeting is first given to stockholders. For the purposes of this Section, notice of an annual meeting shall be deemed to first be given to stockholders when disclosure of such date is first made in a press release reported by the Dow Jones News Services, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as amended. The Chairman of an annual meeting shall, if the facts warrant, determine and declare to the annual meeting that business was not properly brought before the meeting and if he should so determine, he shall so declare to the annual meeting and any such business not properly brought before the annual meeting shall not be transacted. At any special meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting by or at the direction of the Board of Directors. Approval of Business Combinations. The Certificate provides that subject to certain exceptions summarized below and in addition to any affirmative vote required by law or by the Certificate, approval of any Business Combination (as hereinafter defined) requires the affirmative vote of at least two-thirds of the outstanding Voting Shares (as hereinafter defined). For these purposes, "Business Combination" shall mean: (A) Any merger or consolidation of the Company or any subsidiary with or into (i) any Interested Stockholder (as hereinafter defined) or (ii) any other corporation which is, or after such merger or consolidation, would be an Interested Stockholder or an affiliate of an Interested Stockholder; (B) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition to or with any Interested Stockholder or any affiliate of any Interested Stockholder of any assets of the Company or any subsidiary having an aggregate Fair Market Value of $1,000,000 or more in one transaction or a series of related transactions; (C) The issuance or transfer by the Company or any subsidiary of any securities of the Company or any subsidiary to any Interested Stockholder or any affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $1,000,000 or more in one transaction or a series of related transactions; or (D) The adoption of any plan for the liquidation or dissolution of the Company proposed by or on behalf of an Interested Stockholder or any affiliate of any Interested Stockholder. "Voting Shares" shall mean all issued and outstanding shares of equity securities and all rights to acquire any equity securities which are generally entitled to vote in the election of directors. The two-thirds voting requirement shall not apply to a particular Business Combination if (i) any noncash consideration to be paid to holders of Common Stock in such Business Combination is in the same form and bears the same percentage to the total consideration as previously paid by the Interested Stockholder in connection with its acquisition of beneficial ownership of shares of Common Stock of the Company and (ii) the aggregate amount of cash and the Fair Market Value of noncash consideration, determined as of the date of the consummation of the Business Combination, to be received per share by the holders of Common Stock in such Business Combination is at least equal to the highest of the following: (A) The highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the Interested Stockholder for any Voting Shares acquired by it (1) within the two-year period immediately prior to the date of the first public announcement of the proposed Business Combination or (2) in the transaction in which it became an Interested Stockholder, whichever is higher; (B) The Fair Market Value per share of Common Stock on the date of the first public announcement of the proposed Business Combination or on the date on which the Interested Stockholder became an Interested Stockholder, whichever is higher; and (C) The per share book value of the Common Stock as reported at the end of the fiscal quarter immediately preceding the date of the first public announcement of the proposed Business Combination. The two-thirds voting requirement shall also not apply to a particular Business Combination if the Business Combination has been approved by two-thirds of the directors of the Company. "Fair Market Value" shall mean: (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the Fair Market Value on the date in question of a share of such stock as determined by a majority of the whole Board of Directors in good faith; and (ii) in the case of property other than cash or stock, the Fair Market Value of such property on the date in question as determined in good faith by a majority of the whole Board of Directors. "Interested Stockholder" shall mean any Person (other than the Company or any corporation of which a majority of each class of equity securities is owned, directly or indirectly, by the Company) which, as of the record date for the determination of stockholders entitled to notice of and to vote on a Business Combination, or immediately prior to the consummation of any such transaction: (A) is the beneficial owner, directly or indirectly, of more than 10% of the Voting Shares; or (B) is an affiliate of the Company and at any time within two years prior thereto was the beneficial owner, directly or indirectly, of not less than 10% of the then outstanding Voting Shares; or (C) is an assignee of or successor in interest to any shares of capital stock of the Company which were at any time within two years prior thereto beneficially owned by any Interested Stockholder, and such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933. A majority of the whole Board of Directors shall have the power and duty to determine on the basis of information known to them whether a person is an Interested Stockholder, the number of Voting Shares beneficially owned by any person, whether a person is an affiliate of another, whether a person has the power to vote or dispose of Voting Shares or to direct the voting or disposition of Voting Shares, whether the assets subject to any Business Combination or the consideration received for the issuance or transfer of securities by the corporation or any subsidiary or any Business Combination has an aggregate Fair Market Value of $1,000,000 or more, or whether a person has the right to acquire beneficial ownership of Voting Shares. The affirmative vote of the holders of at least two-thirds of the Voting Shares shall also be required to amend, repeal or adopt any provisions inconsistent with the two- thirds votes required for Business Combinations. Section 203 of the Delaware Corporation Law. Subject to certain exclusions summarized below, Section 203 of the Delaware Corporation Law ("Section 203") prohibits any "Interested Stockholder" from engaging in a "Business Combination" with a Delaware corporation for three years following the date such person became an Interested Stockholder. For purposes of this subsection, "Interested Stockholder" generally includes: (a)(i) any person who is the beneficial owner of 15% or more of the outstanding voting stock of the corporation or (ii) any person who is an affiliate or associate of the corporation and who was the beneficial owner of 15% or more of the outstanding voting stock of the corporation at any time within three years before the date on which such person's status as an Interested Stockholder is determined; and (b) the affiliates and associates of such person. For purposes of this subsection and subject to certain exceptions, a "Business Combination" includes (i) any merger or consolidation of the corporation or a majority-owned subsidiary of the corporation, (ii) the sale, lease, exchange, mortgage, pledge, transfer or other disposition of assets of the corporation or a majority-owned subsidiary of the corporation having an aggregate market value equal to 10% or more of either the aggregate market value of all assets of the corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the corporation, (iii) any transaction that results in the issuance or transfer by the corporation or a majority-owned subsidiary of the corporation of any stock of the corporation or the subsidiary to the Interested Stockholder, except pursuant to a transaction that effects a pro rata distribution to all stockholders of the corporation, (iv) any transaction involving the corporation or a majority-owned subsidiary of the corporation that has the effect of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the corporation or the subsidiary that is owned by the Interested Stockholder, and (v) any receipt by the Interested Stockholder of the benefit (except proportionately as a stockholder) of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation or a majority-owned subsidiary of the corporation. Section 203 does not apply to a Business Combination if (i) before a person became an Interested Stockholder, the Board of Directors of the corporation approved either the transaction in which the Interested Stockholder became an Interested Stockholder or the Business Combination, (ii) upon consummation of the transaction that resulted in the person becoming an Interested Stockholder, the Interested Stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (other than certain excluded shares), or (iii) following a transaction in which the person became an Interested Stockholder, the Business Combination is (a) approved by the Board of Directors of the corporation and (b) authorized at a regular or special meeting of stockholders (and not by written consent) by the affirmative vote of the holders of at least two-thirds of the outstanding voting stock of the corporation not owned by the Interested Stockholder. TRANSFER AGENT AND REGISTRAR The transfer agent and registrar for the Company's Common Stock is Mellon Securities Transfer Services, Ridgefield Park, New Jersey. DESCRIPTION OF SUBORDINATED FINANCING GENERAL The Company and the Investor have agreed pursuant to the terms of a Securities Purchase Agreement (the "Subordinated Financing Agreement") to the issuance by the Company and the purchase by the Investor of up to $4.0 million principal amount of Senior Secured Subordinated Notes (the "Notes") at par in increments of $500,000. The Notes are issuable by the Company and, subject to the terms and conditions of the Subordinated Financing Agreement, must be purchased by the Investor from time to time at the election of the Company over a one year period beginning on the date of closing by the Company of the Acquisition (the "Acquisition Closing Date"). The Notes will mature on the eighth anniversary of the Acquisition Closing Date, bear interest payable semi- annually in arrears at a rate of 13.5% per annum and be repaid in six equal semi-annual principal payments beginning six months after the fifth anniversary of the Acquisition Closing Date. The Notes may be prepaid in whole or in part in increments of at least $100,000, provided that partial prepayments will be applied first to accrued interest and then to the unpaid principal installments in the inverse order of maturity. The Notes must be prepaid in full at par, plus accrued interest, upon a change in control of the Company. For these purposes, a change in the control will be deemed to have occurred if (i) there is a change during any consecutive twenty-four month period in the identity of the persons constituting a majority of the Board of Directors of the Company other than a change approved by the Investor or caused by the Investor and its designees on the Board of Directors or (ii) the Investor's designees are no longer serving as directors of the Company for any reason, other than their death, resignation or refusal to stand for reelection or (iii) Michael T. Crimmins shall no longer be serving as Chief Executive Officer for any reason, other than death, permanent disability, refusal to serve or cause as defined in the Subordinated Financing Agreement or the rights or duties of the Chief Executive Officer shall have been reduced without the consent of the Investor. The Notes will be subordinated to the Company's existing bank debt (the "Senior Debt"), and will be secured by the capital stock of Rogers. The assets of Rogers, other than its net working capital, will not be available for pledge to secure the Senior Debt. The Secured Financing Agreement contains certain financial and nonfinancial covenants typical for a subordinated financing. WARRANTS Pursuant to the terms of the Subordinated Financing Agreement, the Company will issue 100,000 warrants to purchase Common Stock (the "Warrants") to the Investor in exchange for a binding and irrevocable commitment from the Investor to purchase the Notes upon demand by the Company (the "Commitment"), and will pay $100,000 fee on the Acquisition Closing Date. Additional Warrants will be issued upon the purchase by the Investor of the Notes from time to time at a rate of 268,750 Warrants for each $500,000 of Notes purchased. The Company will also issue 20,000 Warrants to Gary R. Griffith, the Investor's financial advisor, upon receipt of the Commitment. Each Warrant will entitle the holder thereof to purchase one share of the Common Stock at any time and from time to time after the date of issuance thereof until the eighth anniversary of the Acquisition Closing Date. The exercise price of each Warrant will be the average of the closing prices for the Common Stock reported by the AMEX during the twenty trading days preceding the issuance of the Warrant. The Warrants will be transferable. The number of Warrant Shares and the exercise price are subject to adjustment for stock splits, stock dividends and distributions, subdivisions, combinations and reclassification on, or of, the Common Stock and in the event of the issuance of Common Stock (or rights therefore or securities convertible thereto) at an effective price which is less than the market price per share of the Common Stock. In addition, the number of Warrant Shares is subject to adjustment for mergers, consolidations and sales of assets. The purchase price of each Warrant will be 1/100th of $.01 (or an aggregate of $227.00 for all of the Warrants to be issued), which will be paid in cash by the Investor or his financial advisor, as applicable. The Warrants issued on the Acquisition Closing Data shall have an exercise price equal to the average closing price of the Common Stock during the 20 trading days prior to the Acquisition Closing Data. The exercise price of any other Warrants issued will be the average closing price of the Common Stock during the 20 trading days prior to the date of issuance thereof. The Warrants are payable in cash or by the application of accrued interest on, and unpaid principal of, the Notes in an equivalent amount. CONDITIONS TO THE PURCHASE OF THE NOTES The obligation of the Investor to purchase the Notes is subject to a number of conditions, including (i) that there has been no material adverse change in the financial condition, business, operations or prospects of the Company and its subsidiaries or Rogers, (ii) that the issuance of the Warrants and the Warrant Shares is approved by the stockholders of the Company, (iii) that the Warrant Shares are approved for listing on AMEX, (iv) no stockholder other than Michael T. Crimmins or his affiliates owning beneficially after the Rights Offering more than 20% of the outstanding Common Stock of the Company, (v) that the Board of Directors of the Company determines that sufficient funds are available to the Company from the proceeds of the Rights Offering, the sale of the Notes and other sources to enable to complete the Acquisition, (vi) the absence of any litigation or proceeding challenging the legality or validity of the Rights Offering or the issuance or sale of the Notes or Warrants or seeking any change in control of the Company and (vii) the appointment of Michael T. Crimmins as the Chief Executive Officer of the Company. REGISTRATION RIGHTS The Company has agreed, upon demand, to provide one registration under the Securities Act of 1933, as amended (the "Securities Act"), for the Notes, the Warrants and the Warrant Shares and the other Common Stock of the Investor and to include all or a portion of the Warrant Shares and the other Common Stock of the Investor in any other registrations by the Company under the Securities Act, subject to certain conditions and exceptions. LEGAL MATTERS The legality of the Common Stock offered hereby has been passed upon for the Company by Nelson Mullins Riley & Scarborough, L.L.P., Atlanta, Georgia. EXPERTS The consolidated financial statements and related financial statement schedule incorporated by reference in this Prospectus from Kinark Corporation's Annual Report on Form 10-K for the year ended December 31, 1994 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report which is incorporated by reference herein. The consolidated financial statements of Rogers Galvanizing Company as of and for the years ended September 30, 1994, and 1993, set forth in this Prospectus have been audited by Hogan & Slovacek, PC, independent auditors, as indicated in their report set forth herein and the financial statements of Rogers Galvanizing Company for the year ended September 30, 1992, set forth in this Prospectus have been audited by Arthur Andersen LLP, independent auditors, as indicated in their report set forth herein. The financial statements and financial statement schedule referred to above have been incorporated by reference or included in reliance upon the reports of such firms given upon their authority as experts in accounting and auditing. INDEX TO FINANCIAL STATEMENTS Page KINARK CORPORATION Pro Forma Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1995 F-3 Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 1995, and the Year Ended December 31, 1994 F-4 Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements F-6 ROGERS GALVANIZING COMPANY Unaudited Unaudited Consolidated Balance Sheets as of June 30, 1995 F-8 Unaudited Consolidated Statements of Income and Retained Earnings for the Nine Months Ended June 30, 1995 and 1994 F-9 Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 1995 and 1994 F-10 Notes to Unaudited Consolidated Financial Statements F-11 Audited Independent Auditors' Report F-12 Independent Auditors' Report F-13 Consolidated Balance Sheets as of September 30, 1994, and 1993 F-14 Consolidated Statements of Income and Retained Earnings for the Years Ended September 30, 1994, 1993, and 1992 F-15 Consolidated Statements of Cash Flows for the Years Ended September 30, 1994, 1993, and 1992 F-16 Notes to Consolidated Financial Statements F-17 PRO FORMA CONSOLIDATED FINANCIAL DATA (UNAUDITED) The following Pro Forma Consolidated Financial Data of Kinark Corporation and subsidiaries (the "Company") consist of a Pro Forma Condensed Consolidated Balance Sheet (unaudited) as of June 30, 1995 (the "Pro Forma Balance Sheet"), and the Pro Forma Condensed Consolidated Statements of Operations (unaudited) for the six-months ended June 30, 1995 and the year ended December 31, 1994 (the "1995 Pro Forma Statement of Operations" and "1994 Pro Forma Statement of Operations," respectively). The Pro Forma Balance Sheet reflects the combination of the balance sheets of the Company and Rogers Galvanizing Company ("Rogers") as of June 30, 1995, (i) as adjusted for the issuance 5,619,615 shares of the Company's common stock in the Rights Offering (the "100% Case") and (ii) as adjusted for the issuance of 2,809,807 shares of the Company's common stock in the Rights Offering and the issuance of the $4,000,000 Senior Secured Subordinated Notes (the "50% Case"). The Pro Forma Balance Sheet is presented as if the Rogers acquisition and the stock sale had been consummated on June 30, 1995. The 1995 Pro Forma Statement of Operations reflects the combination of the income statements for the Company and Rogers for the six months ended June 30, 1995, as if such transactions were consummated on January 1, 1995. The 1994 Pro Forma Statement of Operations reflects the combination of the income statements of the Company for the year ended December 31, 1994, and of Rogers for its fiscal year ended September 30, 1994, as if the transaction was consummated on January 1, 1994. The acquisition of Rogers will be accounted for using the purchase method. The Company has not completed its assessment of the fair values of Rogers' assets and liabilities which are reflected in the accompanying Pro Forma Balance Sheet at historical cost. The Company expects to finalize its fair value assessment in 1995 and does not expect that fair values will differ materially from historical amounts. Accordingly, the final consolidated amounts may differ from those set forth herein. The Pro Forma Consolidated Financial Data should be read in conjunction with the separate historical financial statements of the Company and Rogers, the related notes and the Management's Discussion and Analysis of Financial Condition and Results of Operations of the Company incorporated by reference in this Prospectus. The Pro Forma Consolidated Financial Data are based upon currently available information and upon certain assumptions that the Company believes are reasonable under the circumstances. The Pro Forma Consolidated Financial Data do not purport to represent what the Company's financial position or results of operations would actually have been if the aforementioned transactions in fact had occurred on such date or at the beginning of the periods indicated or to project the Company's financial position or results of operations at any future date or for any future period. KINARK CORPORATION PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET June 30, 1995 Kinark 100% Case 50% Case Kinark Kinpak Adjusted Rogers Pro Forma Pro Forma Pro Forma Pro Forma Historical Elimination(b) Historical Historical Adjustments Combined Adjustments Combined (In thousands) ASSETS Current Assets: Cash $37 $38 $75 $461 $10,854(c) $536 $9,175(j) $560 (9,151)(f) (9,151)(m) (1,703)(g) Receivables, net 5,016 (1,462) 3,554 2,554 -- 6,108 -- 6,108 Net asset of discontined opertions -- 2,384 2,384 -- -- 2,384 -- 2,384 Inventories 3,030 (579) 2,451 861 -- 3,312 -- 3,312 Prepaid assets 478 (64) 414 72 -- 486 -- 486 Total current assets 8,561 317 8,878 3,948 -- 12,826 24 12,850 Fixed assets, net 10,765 (1,612) 9,153 3,432 -- 12,585 -- 12,585 Other assets: Deferred income taxes 1,803 1,803 207 -- 2,010 -- 2,010 Other assets 769 (557) 212 -- -- 212 120(j) 332 Excess of cost over fair value of net assets acquired -- -- -- -- 4,865(f) 4,865 4,865(m) 4,865 Total other assets 2,572 (557) 2,015 207 4,847 7,087 4,967 7,207 Total Assets 21,898 (1,852) 20,046 7,587 4,847 32,498 4,991 32,642 LIABILITIES AND SHAREHOLDERS EQUITY Current liabilities: Long-term debt-current 801 (210) 591 829 1,420 1,420 Accrued retirement liabilities -- -- -- 19 19 19 Accounts payable 1,536 (474) 1,062 780 1,842 1,842 Insurance reserves -- -- -- 452 452 452 Accrued expenses-other 2,667 (199) 2,468 325 2,793 2,793 Accrued income taxes 140 -- 140 135 275 275 Total current liabilities 5,144 (883) 4,261 2,540 6,801 6,801 Deferred income taxes 127 127 127 Long-term debt 7,454 (969) 6,485 243 (1,703)(g) 5,025 6,728 Accrued retirement -- -- -- 84 -- 84 84 Lease obligations -- -- -- 307 -- 307 307 Subordinated notes -- -- -- -- -- -- 4,000(j) 4,000 Total long-term liabilities 7,454 (969) 6,485 761 (1,703) 5,543 4,000 11,246 Total liabilities 12,598 (1,852) 10,746 3,301 (1,703) 12,344 4,000 18,047 Shareholder's Equity: Common Stock 520 -- 520 117 417(c) 937 136(j) 656 (117)(d) (117)(n) Additional paid-in capital 10,531 -- 10,531 104 4,460(c) 14,991 (818)(j) 9,713 (104)(d) (104)(j) Treasury stock (5,977) -- (5,977) -- 5,977(c) -- 5,977(j) -- Retained earnings 4,226 4,226 4,065 (4,065)(d) 4,226 (4,065)(n) 4,226 Total shareholders' equity 9,300 9,300 4,286 6,550 20,154 991 14,595 Total liabilities and shareholders equity 21,898 (1,852) 20,046 7,587 4,847 32,498 4,991 32,642 KINARK CORPORATION PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Six Months Ended June 30, 1995 (Unaudited) Kinark 100% Case 50% Case Kinark Kinpak Adjusted Rogers Pro Forma Pro Forma Pro Forma Pro Forma Historical Elimination(b) Historical Historical Adjustments Combined Adjustments Combined (In thousands, except per share data) SALES $17,029 $4,259 $12,770 $9,190 $21,960 $21,960 COSTS AND EXPENSES: Costs of sales 12,716 2,319 10,397 6,774 17,171 17,171 Selling, general and administrative 4,183 2,111 2,072 1,173 (180) 3,065 (180) 3,065 Depreciation and amortization 946 150 796 425 97(e) 1,318 97(l) 1,318 Operating earnings (loss) (816) (321) (495) 818 83 406 83 406 OTHER (INCOME) EXPENSE: Interest expense (net) 355 45 310 80 (85)(g) 305 278(k) 668 Other (income) expense -- -- -- (60) -- (60) -- (60) Other expenses, net 355 45 310 20 (85) 245 278 608 Earnings (loss) from continuing operations before income taxes (1,171) 366 (805) 798 168 161 (195) (202) Income taxes (427) (134) (293) 240 (97)(h) (150) (36)(p) (89) Earnings (loss) from continuing operations (744) (232) (512) 558 265 311 (159) (113) Earnings (loss) per share (0.20) (0.14) 0.03 (0.02) Weighted average shares outstanding 3,747 3,747 5,620 9,366(i) 2,810 6,567(o) See notes to Pro Forma Condensed Consolidated Financial Statements KINARK CORPORATION PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Year Ended December 31, 1994 Kinark 100% Case 50% Case Kinark Kinpak Adjusted Rogers Pro Forma Pro Forma Pro Forma Pro Forma Historical Elimination(b) Historical Historical Adjustments Combined Adjustments Combined (In thousands, except per share data) SALES $34,782 $8,559 $26,223 $12,624 $38,847 $38,847 COSTS AND EXPENSES: Costs of sales 23,646 4,646 19,000 9,448 28,448 28,448 Selling, general and administrative 8,080 4,462 3,618 2,127 (404) 5,341 (404) 5,341 Depreciation and amortization 1,771 302 1,469 671 195(e) 2,335 195(l) 2,335 Operating earnings (loss) 1,285 (851) 2,136 378 209 2,723 209 2,723 OTHER (INCOME) EXPENSE: Interest expense (net) 599 96 503 19 (153)(g) 369 555(k) 1,007 Other (income) expense 95 -- 95 (70) -- 25 -- 25 Other expenses, net 694 96 598 (51) (153) 394 555 1,102 Earnings (loss) from continuing operations before income taxes 591 (947) 1,538 429 362 2,329 (346) 1,621 Income taxes 181 (346) 527 104 203(h) 834 (55)(j) 576 Earnings (loss) from continuing operations 410 (601) 1,011 325 159 1,495 (291) 1,045 Earnings (loss) per share 0.11 0.27 0.16 0.16 Weighted average shares outstanding 3,752 3,752 5,620 9,372(i) 2,810 6,562(o) See notes to Pro Forma Condensed Consolidated Financial Statements KINARK CORPORATION NOTES TO PROFORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (a) The historical information for Rogers Galvanizing Company ("Rogers") in the accompanying proforma condensed consolidated statement of operations for the year ended December 31, 1994 is based on that company's September 30, 1994 fiscal year (b) During August, 1995, management of Kinark Corporation (the "Company") finalized a formal plan to discontinue the operations of its subsidiary, Kinpak, Inc. The estimated pre-tax loss on disposal of this subsidiary is $1,525 including $185 of estimated operating losses to be incurred during the disposal period. This estimated loss is not reflected in the accompanying proforma financial statements. The Kinpak, Inc. elimination presented in the accompanying proforma financial statements reflects entity's assets, liabilities and operations based on historical cost. Pro Forma Adjustments - 100% Case: (c) Reflects the issuance of 5,619,615 shares of the Company's common stock at $2.00 per share through the Rights Offering resulting in net proceeds of $10,854, an increase in common stock of $417 and additional paid in capital of $4,460 (net of cost of treasury stock issued and stock issuance costs of $385). (d) To reflect the elimination of Rogers' shareholders' equity. (e) Adjustments to reflect (i) the amortization of the excess of cost over fair value of net assets acquired in the Roger acquisition using a straight-line method over 25 years and (ii) the elimination of salary and benefits relating to Roger's Chairman of the Board who will retire effective upon the acquisition by the Company. (f) Adjustment to reflect the purchase of Rogers common stock. For purposes of these proforma statements, the historical amounts of Rogers' assets and liabilities have not been adjusted to fair value. Based upon current estimates, fair values are not expected to differ materially from such historical cost amounts. Adjustments based upon final determination of the fair values of assets acquired and liabilities assumed will be made as of the closing date. The excess of costs over fair value of net assets acquired is as follows: Purchase cost: Purchase price $8,321 Acquisition costs 830 Total cash expended 9,151 Liabilities assumed 3,301 Total purchase cost 12,452 Assets acquired 7,587 Excess of cost over fair value of net assets acquired $4,865 (g) Adjustment reflects reduction of revolving line of credit using excess proceeds of Rights Offering and the resultant decrease in interest expense. Interest on the revolving line of credit is assumed to have an effective rate of 9% for the year ended December 31, 1994 and 10% for the six months ended June 30, 1995. (h) To reflect the tax effects of pro-forma adjustments using a 36% effective tax rate. (i) Reflects the historical weighted average shares outstanding adjusted for issuance of 5,619,615 shares under the Rights Offering. Pro Forma Adjustments - 50% Case: (j) Reflects the issuance of 2,809,807 shares of the Company's common stock at $2.00 per share through the Rights Offering resulting in net proceeds of $5,295, an increase in common stock of $136 and a decrease to additional paid in capital of $818 (net of cost of treasury stock issued and stock issuance costs of $325); and the issuance $4,000 Senior Secured Subordinated Notes. Debt issuance costs of $120 are recorded in Other Assets. (k) To reflect additional interest expense and amortization of debt issuance costs of $4,000 of Senior Secured Subordinated Notes. The Senior Secured Subordinated Notes bear interest payable semi-annually in arrears at a rate of 13.5% per annum. (l) Adjustments to reflect (i) the amortization of the excess of cost over fair value of net assets acquired in the Rogers acquisition using a straight-line method over 25 years and (ii) the elimination of salary and benefits relating to Roger's Chairman of the Board who will retire effective upon the acquisition by the Company. (m) Adjustment to reflect the purchase of Rogers common stock. For purposes of these proforma statements, the historical cost amounts of Rogers' assets and liabilities have not been adjusted to fair value. Based upon current estimates, fair values are not expected to differ materially from such historical amounts. Adjustments based upon final determination of the fair values of assets acquired and liabilities assumed will be made as of the closing date. The excess of costs over fair value of net assets acquired is as follows: Purchase cost: Purchase price $8,321 Acquisition costs 830 Total cash expended 9,151 Liabilities assumed 3,301 Total purchase cost 12,452 Assets acquired 7,497 Excess of cost over fair value of net assets acquired $4,865 (n) To reflect the elimination of Rogers' shareholders' equity. (o) Reflects the historical weighted average shares outstanding adjusted for issuance of 2,809,807 shares under the Rights Offering. For purposes of computing earnings (loss) per share, the effects of the exercise of Warrants issued in connection with the Senior Secured Subordinated Notes determined under the treasury stock method was antidilutive. (p) To reflect the tax effects of pro-forma adjustments using a 36% effective tax rate. ROGERS GALVANIZING COMPANY Consolidated Balance Sheet (Unaudited) June 30, 1995 1995 CURRENT ASSETS: Cash $ 461,042 Accounts receivable, less reserve for doubtful accounts of $64,433 in 1995 and $51,138 in 1994 2,553,479 Inventories 861,225 Income taxes receivable -- Deferred income taxes 207,000 Prepaid expenses 72,114 Total current assets 4,154,860 PROPERTY, PLANT AND EQUIPMENT, at cost: Land 175,172 Galvanizing plants and equipment 6,682,642 Other 244,507 7,102,321 Less-accumulated depreciation 3,670,180 Total property, plant and equipment 3,432,141 $7,587,001 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $828,969 Accounts payable 780,360 Accrued workers' compensation liability 361,114 Accrued employee health liability 90,667 Accrued retirement 18,974 Accrued payroll and payroll taxes 309,757 Other accrued liabilities 15,492 Income taxes payable 134,810 Total current liabilities 2,540,143 DEFERRED INCOME TAXES 127,000 ACCRUED RETIREMENT 83,502 LONG-TERM DEBT 549,779 COMMITMENTS AND CONTINGENCIES -- SHAREHOLDERS' EQUITY: Common shares, $100 par value, 1,967 shares authorized, 1,172 shares outstanding 117,200 Capital surplus 103,451 Retained earnings 4,065,926 Total shareholders' equity 4,286,577 $7,587,001 The accompanying notes are an integral part of these financial statements. ROGERS GALVANIZING COMPANY Consolidated Statements of Income and Retained Earnings (Unaudited) For the Nine Months Ended June 30, 1995 and 1994 1995 1994 Sales $13,284,968 $9,224,683 Costs and expenses: Costs of sales 9,555,746 6,908,029 Selling, general & administrative 1,889,266 1,419,771 Depreciation 604,597 440,000 Operating earnings 1,235,359 456,883 Other (income) expense: Interest expense, net 110,824 15,469 Other (94,730) (51,483) Earnings before income taxes 1,219,265 492,897 Income tax expense 452,053 110,186 Net earnings 767,212 382,711 Retained earnings, beginning of period 3,467,482 3,603,133 Dividends paid ($144 per share in 1993 and $344 in 1994 (168,768) (403,168) Retained earnings, end of period $4,065,926 $3,582,676 The accompanying notes are an integral part of these financial statements. ROGERS GALVANIZING COMPANY Consolidated Statements of Cash Flows (Unaudited) For The Nine Months Ended June 30, 1995 and 1994 1994 1993 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $767,212 $382,711 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 660,438 494,850 Deferred income taxes 37,000 (34,000) Changes in operating assets and liabilities: (Increase) decrease in accounts receivable (396,903) 138,159 (Increase) in inventories (221,730) (25,181) (Increase) decrease in income taxes receivable 37,000 (25,811) (Increase) in prepaid expenses (14,003) (13,234) Increase (decrease) in accounts payable (78,456) 36,599 Increase in workers' compensation liability 50,434 99,397 Increase in accrued employee health liability 10,714 2,519 Increase (decrease) in accrued payroll and payroll taxes 126,987 (155,423) (Decrease) in other accrued liabilities (1,023) (4,365) Increase (decrease) in income taxes payable 134,810 (129,745) (Decrease) in accrued retirement (18,749) (17,671) Total adjustments 326,519 366,094 Net cash provided by operating activities 1,093,731 748,805 CASH FLOWS USED IN INVESTING ACTIVITIES: Additions to property, plant and equipment (711,511) (536,609) Net cash used in investing activities (711,511) (536,609) CASH FLOWS FROM FINANCING ACTIVITIES: Dividends paid (168,768) (403,168) Proceeds from debt 690,421 950,000 Payments on debt (843,937) (539,513) Net cash provided by (used in) financing activities (322,284) 7,319 NET INCREASE IN CASH 59,936 219,515 CASH, beginning of period 401,106 528,665 CASH, end of period $461,042 $748,180 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest paid $124,342 $ 25,346 Income taxes paid $225,000 $295,000 The accompanying notes are an integral part of these financial statements. ROGERS GALVANIZING COMPANY Notes to Consolidated Financial Statements (Unaudited) For the Nine Months Ended June 30, 1995 and 1994 1. BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared by Rogers Galvanizing Company (the "Company") pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and include all normal and recurring adjustments which are, in the opinion of management, necessary for a fair presentation. These financial statements have not been audited by an independent accountant. The consolidated financial statements include the accounts of the Company and its subsidiaries, Reinforcing Services, Inc. and Spin-Galv, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations for interim reporting. The Company believes that the disclosures are adequate to make the information presented not misleading. However, these financial statements should be read in conjunction with the financial statements and notes thereto included elsewhere in this Registration Statement for the years ended September 30, 1994, 1993 and 1992. The financial data for the interim periods presented may not necessarily reflect the results to be anticipated for the complete year. 2. INVENTORIES Inventories are composed, primarily, of raw zinc "pigs", molten zinc in galvanizing kettles and other chemicals and materials used in the galvanizing process. Molten zinc is stated at the lower of cost or market, with cost determined by the last-in, first-out (LIFO) method. All other inventories are stated at the lower of cost or market, with cost determined by the first-in, first-out (FIFO) method. 3. PLANNED ACQUISITION The Company has recently entered into an agreement to purchase the assets of a small galvanizing company for cash and debt of approximately $750,000 to $925,000 depending on the amount of inventory on hand at the date of closing. The Company expects this acquisition to be consummated before September 30, 1995. INDEPENDENT AUDITORS' REPORT To the Board of Directors of Rogers Galvanizing Company: We have audited the accompanying consolidated balance sheets of Rogers Galvanizing Company and subsidiaries as of September 30, 1994 and 1993, and the related consolidated statements of income and retained earnings and cash flows for each of the two years ended September 30, 1994. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Rogers Galvanizing Company and subsidiaries as of September 30, 1994 and 1993, and the results of their operations and their cash flows for each of the two years ended September 30, 1994, in conformity with generally accepted accounting principles. As discussed in Note 10 to the financial statements, management has determined that the appropriate accounting treatment for a certain building lease entered into in 1994 is an operating lease instead of a capital lease as it was originally presented in the financial statements as of September 30, 1994 and for the year then ended. Accordingly, the 1994 financial statements have been restated to more appropriately reflect that particular lease. /s/ Hogan & Slovacek November 17, 1994, except as to Note 10 which is August 16, 1995 Tulsa, Oklahoma REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors of Rogers Galvanizing Company: We have audited the accompanying statements of income and cash flows of Rogers Galvanizing Company (a Delaware corporation) for the year ended September 30, 1992. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statements of income and cash flows are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the statements of income and cash flows. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the statements of income and cash flows referred to above present fairly, in all material respects, the results of operations and cash flows of Rogers Galvanizing Company for the year ended September 30, 1992, in conformity with generally accepted accounting principles. /s/ Arthur Andersen, LLP Tulsa, Oklahoma October 26, 1992 ROGERS GALVANIZING COMPANY Consolidated Balance Sheets September 30, 1994 and 1993 1994 1993 CURRENT ASSETS: Cash $401,106 $528,665 Accounts receivable, less reserve for doubtful accounts of $45,138 in 1994 and $44,925 in 1993 2,156,576 1,732,403 Inventories 639,495 453,870 Income taxes receivable 37,000 20,000 Deferred income taxes 178,500 162,000 Prepaid expenses 58,111 37,746 Total current assets 3,470,788 2,934,684 PROPERTY, PLANT AND EQUIPMENT, at cost: Land 175,172 175,172 Galvanizing plants and equipment 5,997,857 4,622,936 Other 216,631 152,209 6,389,660 4,950,317 Less-accumulated depreciation 3,008,592 2,336,912 Total property, plant and equipment 3,381,068 2,613,405 $6,851,856 $5,548,089 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $877,464 $26,109 Accounts payable 858,816 537,445 Accrued workers' compensation liability 310,680 252,853 Accrued employee health liability 79,953 97,278 Accrued retirement 25,252 23,317 Accrued payroll and payroll taxes 182,770 325,645 Other accrued liabilities 16,515 27,351 Income taxes payable -- 129,745 Total current liabilities 2,351,450 1,419,743 DEFERRED INCOME TAXES 61,500 74,000 ACCRUED RETIREMENT 95,973 121,225 LONG-TERM DEBT 654,800 109,337 COMMITMENTS AND CONTINGENCIES -- -- SHAREHOLDERS' EQUITY: Common shares, $100 par value, 1,967 shares authorized, 1,172 shares outstanding 117,200 117,200 Capital surplus 103,451 103,451 Retained earnings, per accompanying statements 3,467,482 3,603,133 Total shareholders' equity 3,688,133 3,823,784 $6,851,856 $5,548,089 The accompanying notes are an integral part of these financial statements. ROGERS GALVANIZING COMPANY Consolidated Statements of Income and Retained Earnings For the Years Ended September 30, 1994, 1993 and 1992 1994 1993 1992 Sales $12,624,796 $11,544,123 $10,907,159 Costs and expenses: Costs of sales 9,447,974 7,806,927 8,190,603 Selling, general & administrative 2,127,505 1,713,037 1,431,979 Depreciation 671,681 550,108 473,754 Operating earnings 377,636 1,474,051 810,823 Other (income) expense: Interest expense, net 19,290 22,466 36,396 Other (69,427) (66,389) (44,241) Earnings before income taxes 427,773 1,517,974 818,668 Income tax expense 104,000 511,000 312,000 Net earnings 323,773 1,006,974 506,668 Retained earnings, beginning of year 3,603,133 2,821,183 2,539,539 Dividends paid ($392 per share in 1994 and $192 in 1993 and 1992) (459,424) (225,024) (225,024) Retained earnings, end of year $3,467,482 $3,603,133 $2,821,183 The accompanying notes are an integral part of these financial statements. ROGERS GALVANIZING COMPANY Consolidated Statements of Cash Flows For The Years Ended September 30, 1994, 1993 and 1992 1994 1993 1992 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $323,773 $1,006,974 $506,668 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 671,681 550,108 473,754 Deferred income taxes (29,000) (61,000) 98,000 Changes in operating assets and liabilities: (Increase) decrease in accounts receivable (424,173) (470,087) 123,945 (Increase) in inventories (71,951) (62,672) (70,918) (Increase) decrease in income taxes receivable (17,000) 27,598 (47,598) (Increase) decrease in prepaid expenses (20,365) (19,638) 6,597 Increase (decrease) in accounts payable 321,371 95,965 (88,612) Increase in workers' compensation liability 57,827 118,702 25,574 Increase (decrease) in accrued employee health liability (17,325) 97,278 -- Increase (decrease) in accrued payroll and payroll taxes (142,875) 130,255 80,218 Increase (decrease) in other accrued liabilities (10,836) 8,265 9,337 Increase (decrease) in income taxes payable (129,745) 129,745 (123,928) (Decrease) in accrued retirement (23,317) (88,170) (75,751) Total adjustments 164,292 456,349 410,618 Net cash provided by operating activities 488,065 1,463,323 917,286 CASH FLOWS USED IN INVESTING ACTIVITIES: Additions to property, plant and equipment (972,825) (922,582) (595,797) Net cash used in investing activities (972,825) (922,582) (595,797) CASH FLOWS FROM FINANCING ACTIVITIES: Dividends paid (459,424) (225,024) (225,024) Proceeds from debt 900,000 -- 550,000 Payments on debt (83,375) (24,554) (750,610) Net cash provided by (used in) financing activities 357,201 (249,578) (425,634) NET INCREASE (DECREASE) IN CASH (127,559) 291,163 (104,145) CASH, beginning of year 528,665 237,502 341,647 CASH, end of year $401,106 $528,665 $237,502 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest paid $34,255 $29,941 $44,531 Income taxes paid $214,742 $414,657 $372,431 The accompanying notes are an integral part of these financial statements. ROGERS GALVANIZING COMPANY Notes to Consolidated Financial Statements September 30, 1994, 1993 and 1992 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Rogers Galvanizing Company (the Parent Company) is engaged in the hot dip galvanizing of steel structures and components to customer specifications. During 1994, two new subsidiaries, Reinforcing Services, Inc. and Spin-Galv, Inc. were formed. They perform services similar to those of the Parent Company, but for more specialized areas. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Rogers Galvanizing Company and its wholly-owned subsidiaries, Reinforcing Services, Inc. and Spin-Galv, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. Inventories Inventories are composed, primarily, of raw zinc "pigs", molten zinc in galvanizing kettles and other chemicals and materials used in the galvanizing process. Molten zinc is stated at the lower of cost or market, with cost determined by the last-in, first-out (LIFO) method. All other inventories are stated at the lower of cost or market, with cost determined by the first-in, first-out (FIFO) method. The molten zinc valued on a LIFO basis in the September 30, 1994 and 1993 financial statements was $503,623 and $372,440, respectively. The corresponding approximate replacement cost for this inventory was $952,300 and $809,500 at September 30, 1994 and 1993, respectively. Property, Plant and Equipment Depreciation is provided using accelerated and straight-line methods over the estimated useful lives of the related property, ranging from three to 20 years. During 1994, the Company capitalized $15,619 of interest incurred after entering into a capitalized equipment lease obligation until the equipment was placed in service. Reclassifications Certain amounts in the 1992 and 1993 financial statements have been reclassified to conform with the presentation in 1994. 2. INCOME TAXES The provision for income taxes consists of the following for the years ended September 30, 1994, 1993 and 1992: 1994 1993 1992 Current: Federal $133,000 $572,000 $214,000 State -- -- -- 133,000 572,000 214,000 Deferred: Federal (29,000) (61,000) 98,000 State -- -- -- $104,000 $511,000 $312,000 The income tax rate for financial reporting purposes varies from the federal statutory rate as follows: 1994 1993 1992 Percent of pretax income: Federal statutory income tax rate 34.0 % 34.0 % 34.0% Non-deductible permanent differences 1.7 .4 1.3 Adjustment of prior year's estimated liability (9.7) -- -- Other items (1.7) (.7) 2.8 Effective income tax rate for the year 24.3 % 33.7 % 38.1% Significant components of the Company's deferred tax liabilities and assets at September 30, 1994 and 1993 are as follows: 1994 1993 Deferred tax liabilities: Tax over book depreciation $98,500 $121,000 Deferred tax assets: Accrued retirement 46,900 56,000 Self insured insurance programs 151,100 135,600 Reserve for doubtful accounts 17,500 17,400 215,500 209,000 Net deferred tax assets $117,000 $88,000 Based on the Company's history of operating earnings and its expectations for future operation, management believes that operating income will be sufficient to allow the full realization of deferred tax assets. Effective October 1, 1992, the Company adopted SFAS No. 109, "Accounting for Income Taxes." There was no significant cumulative effect of the accounting change. 3. ACCRUED RETIREMENT At September 30, 1992, the Company was making monthly retirement payments to two retired company executives. During the year ended September 30, 1993, one of the retired executives died. The liability to the remaining executive was adjusted to estimated remaining payments to be made as calculated by an insurance company using standard mortality tables and recorded at net present value using an 8 percent interest rate. 4. LINE OF CREDIT AND LONG-TERM DEBT The Company's line of credit and long-term debt consisted of the following at September 30: 1994 1993 Combined revolving bank line of credit, up to $2,500,000 through April 14, 1995, interest payable monthly at floating prime plus .5%, (8.25% at September 30, 1994) secured by certain of the Company's machinery and equipment, and its inventories and accounts receivable, restricts payment of cash dividends to not more than net income, line is limited to $2,200,000 by a $300,000 workers' compensation self- insurance letter of credit required by Oklahoma's Workers' Compensation Court as discussed in Note 5. $650,000 $-- Note payable to bank in monthly installments of $3,097 including interest at 7.2%, final payment due October, 1996, secured by specific equipment 69,029 -- Note payable to bank in monthly installments of $4,684 including interest at floating prime plus .5% (8.25% at September 30, 1994), final payment due June, 1997, secured by equipment, receivables, and inventory 142,828 -- Note payable to an unrelated Company, payable in monthly installments of $3,331 including interest at 3.5%, final payment due July, 1997, unsecured 107,661 -- Capitalized lease obligation for equipment 453,422 -- Unsecured note payable to a Company, payable in monthly installments of $3,000, including interest at 8%, through March, 1998 109,324 135,446 1,532,264 135,446 Less current maturities 877,464 26,109 $654,800 $109,337 The aggregate maturities of this debt are as follows: 1995 $877,464 1996 245,353 1997 209,261 1998 123,209 1999 76,977 $1,532,264 5. WORKERS' COMPENSATION INSURANCE The Company utilizes a self-insurance program for workers' compensation. This program is limited to losses of $300,000 per claim, and aggregate losses of $5,000,000 over a two-year period through the use of a stop-loss policy. As required by Oklahoma's Workers' Compensation Court, the Company has a $300,000 letter of credit with a bank to ensure the Company's ability to pay workers' compensation claims. This letter of credit is included in the $2,500,000 revolving bank line of credit described in Note 4. Claims are accrued based on the Company's estimate of the aggregate liability for claims made and for potential claims. The Company provided $813,195, $329,499 and $216,636 for workers' compensation claims for the years ended September 30, 1994, 1993 and 1992, respectively. In addition, the Company incurred $67,546, $68,573 and $66,920 for reinsurance and administrative expenses for the years ended September 30, 1994, 1993 and 1992, respectively. 6. EMPLOYEE HEALTH INSURANCE The Company adopted a self-insured program for employee health benefits on June 1, 1993. Under this program, responsibility for employee health care costs are assumed by the Company with incurred costs above a specified amount covered by a stop-loss insurance policy. For the years ended September 30, 1994 and 1993, respectively, the Company provided $475,615 and $155,228 for employee health care costs and paid out $334,699 and $1,404 in employee health care claims and incurred $158,241 and $56,725 in administrative costs and stop-loss insurance premiums. 7. NON-CASH TRANSACTIONS During 1992, the company purchased certain real estate for $190,000 by paying $30,000 in cash and signing a $160,000 note payable to the seller. Accordingly, the $30,000 cash payment is included in the statements of cash flows as additions to the property, plant and equipment. During 1994, the Company entered into a capital lease obligation for equipment totalling $466,519. In addition, the Company purchased inventory of $113,673 by issuing a note payable to an unrelated company. 8. COMMITMENTS AND CONTINGENCIES The Company is involved in various claims and legal actions arising from time to time in the ordinary course of business. In the opinion of Management, the ultimate disposition of these matters will not have a material adverse effect on the Company's financial position. During 1994, the Company entered into long-term operating lease agreements for the use of facilities at its two subsidiaries. Future related lease obligations are as follows for the years ended September 30, 1995 - $127,986, 1996 - $127,986, 1997 - $109,986, 1998 - $103,986 and 1999 - $86,665. Rent expense for these facilities during 1994 was $29,210. 9. OBLIGATIONS UNDER CAPITAL LEASE The Company acquired certain equipment under provisions of a long-term lease. For financial reporting purposes, minimum lease rentals for the assets have been capitalized. The following is a schedule of leased equipment under the capital lease: Capitalized cost $466,519 Less accumulated depreciated 9,719 $455,800 The following is a schedule by years of future minimum lease payments, including renewal options, together with the present value of the net minimum lease payments as of September 30, 1994: Year Ended September 30, 1995 $116,514 1996 116,514 1997 116,514 1998 116,514 1999 73,990 Total minimum lease payments 540,046 Less amount representing interest 86,624 Present value of net minimum lease payments $453,422 Current portion $83,408 Long-term portion 370,014 $453,422 The present value of net minimum lease payments are combined with other long- term debt in the accompanying financial statements and Note 4. 10. CHANGE IN PREVIOUSLY-ISSUED FINANCIAL STATEMENTS During the year ended September 30, 1994, the Company entered into lease agreements relating to certain equipment and real estate. Both leases were originally treated as capital leases for financial reporting purposes. Management has subsequently determined the real estate lease did not meet the requirements for capitalization. Accordingly the accompanying financial statements have been restated as of September 30, 1994 and for the year then ended. The effect of this restatement was to increase net income by $11,130; reduce net property, plant and equipment by $722,953 and reduce recorded debt by $734,083. KINARK CORPORATION 7060 SOUTH YALE TULSA, OKLAHOMA 74136 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders (the "Special Meeting") of Kinark Corporation (the "Company") will be held on ____________, ____________, 1995, at 1:00 p.m., local time at the Company's offices at 7060 South Yale, Tulsa, Oklahoma 74136 for the purpose of considering and voting upon: 1. Approval of an amendment to the Company's Restated Certificate of Incorporation increasing the number of authorized shares of the Company's common stock to 18,000,000. 2. Approval of the issuance of warrants (the "Warrants") covering up to 2,270,000 shares of common stock of the Company (the "Warrant Shares") to be issued to the Chairman of the Board of the Company, Michael T. Crimmins (the "Investor") and his financial advisor, in connection with the Investor's purchase of up to $4.0 million principal amount of senior subordinated notes (the "Notes") to be issued by the Company, and the issuance of the Warrant Shares upon the exercise of the Warrants. 3. Such other matters as may properly come before the Special Meeting or any adjournment thereof. Only stockholders of record at 5:00 p.m. New York City time on ____________, ____________, 1995, are entitled to notice of and to vote at the meeting or any adjournment thereof. A Proxy Statement and a proxy solicited by the Board of Directors are enclosed herewith. To ensure a quorum for the meeting, please sign, date and return the proxy promptly to the Company's subscription agent for the accompanying rights offering, Mellon Securities Transfer Services, 85 Challenger Road, Ridgefield park, New Jersey 07660-2108, in the enclosed business reply envelope. If you attend the meeting, you may revoke your proxy and vote in person. By Order of the Board of Directors Paul R. Chastain President and Chief Executive Officer ____________, 1995 PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY PROMPTLY SO THAT YOUR VOTE MAY BE RECORDED. KINARK CORPORATION 7060 SOUTH YALE TULSA, OKLAHOMA 74136 PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ________________, 1995 This Proxy Statement is being furnished to the stockholders of Kinark Corporation (the "Company") in connection with the solicitation of proxies by the Board of Directors of the Company to be voted at a Special Meeting of Stockholders of the Company (the "Special Meeting") to be held on ____________, ____________, 1995, at the Company's offices located at 7060 South Yale, Tulsa, Oklahoma 74136, at 1:00 p.m., local time, and at any adjournment thereof. It is anticipated that this Proxy Statement and the accompanying proxy will be mailed to stockholders on or about _________________, 1995. VOTING GENERAL The securities that can be voted at the Special Meeting consist of the common stock, $.10 par value per share, of the Company (the "Common Stock"), with each share entitling its owner to one vote on each matter submitted to the stockholders. The record of stockholders entitled to vote at the Special Meeting was taken as of 5:00 p.m. New York City time on ____________, ____________, 1995. On that date the Company had outstanding and entitled to vote 3,746,410 shares of Common Stock. Shares of Common Stock belonging to the Company shall not be voted, directly or indirectly. The approval of the amendment to the Company's Restated Certificate of Incorporation (the "Certificate") requires the affirmative vote of a majority of the shares of Common Stock outstanding, and the approval of the issuance of the Warrants and Warrant Shares requires the affirmative vote of a majority of the shares of Common Stock represented at the Special Meeting. QUORUM The presence, in person or by proxy, of a majority of the issued and outstanding shares of Common Stock of the Company entitled to vote at the Special Meeting is necessary to constitute a quorum at the Special Meeting. Shares which are represented but which abstain or are withheld from voting will be treated as present at the Special Meeting for purposes of determining a quorum. PROXIES All properly executed proxies delivered pursuant to this solicitation and not revoked will be voted at the Special Meeting in accordance with the directions given. If no specific instructions are given with regard to the matters to be voted upon, then the shares represented by a signed proxy will be voted "FOR" adoption of the amendment to the Company's Certificate increasing the number of authorized shares of Common Stock, and "FOR" the issuance of the Warrants and Warrant Shares. If any other matters properly come before the Special Meeting, the persons named as proxies will vote upon such matters according to their judgment. All proxies delivered pursuant to this solicitation are revocable at any time at the option of the persons executing them by giving written notice to Mellon Securities Transfer Services, the Company's solicitation agent for the accompanying rights offering (the "Solicitation Agent"), at 85 Challenger Road, Ridgefield Park, New Jersey 07660-2108, or by executing and delivering to the Solicitation Agent a later dated proxy, or by voting in person at the Special Meeting. All expenses incurred in connection with the solicitation of proxies will be borne by the Company. Such costs include charges by brokers, fiduciaries and custodians for forwarding proxy materials to beneficial owners of Common Stock held in their names. The Company has appointed Morrow & Co., Inc. (the "Information Agent") as information agent for the solicitation of proxies for the Special Meeting. Solicitation may be undertaken by mail, telephone and personal contact by the Information Agent and, without additional compensation, directors, officers and employees of the Company. The Company will pay the Information Agent a fee of $________ plus expenses for its service as information agent for the solicitation of proxies for the Special Meeting. PRINCIPAL STOCKHOLDERS, DIRECTORS, AND CERTAIN OFFICERS The following table sets forth certain information concerning the only persons who are known to the Company to be beneficial owners of more than 5% of the Company's Common Stock as of ____________, 1995, and the ownership of the Common Stock as of that date by each director, certain executive officers, and by all directors and officers as a group. Shares Beneficially Percent of Beneficial Owner Owned Class (1) Michael T. Crimmins 363,300(2) 9.7% Paul R. Chastain 57,572(3) 1.5% Richard C. Butler 37,000(4) 1.0% Ronald J. Evans 5,000 0.1% Harry D. Jones 17,600 0.5% Mark E. Walker 410,530(5) 11.0% Dimensional Fund Advisors, Inc. 195,100(6) 5.2% Robert G. And Pauline B. Walker Revocable Trust 379,724(7) 10.1% Steel Partners II, L.P. 528,100(8) 14.1% Quest Advisory Corp. 365,200(9) 9.7% All Directors and Officers as a Group (9 persons) 907,660(10) 23.9% (1) Based on 3,746,410 shares of the Company's Common Stock outstanding as of September 1, 1995, which does not include 54,625 shares subject to currently exercisable options as of September 1, 1995, except with respect to the holders of such currently exercisable options. (2) Information based on Form 4 of Mr. Crimmins filed with the SEC. The address for Mr. Crimmins is 7060 South Yale Avenue, Tulsa, Oklahoma 74136. (3) Includes presently exercisable stock options as of September 1, 1995, to acquire 46,500 shares. The stockholder's address is 7060 South Yale Avenue, Tulsa, Oklahoma 74136. (4) Information based on Form 4 of Mr. Butler filed with the SEC. Includes 3,000 shares held by Maumelle Gardens, Inc., of which company Mr. Butler owns 60%. Mr. Butler disclaims beneficial ownership of these shares. (5) Information based on Form 5 of Mr. Walker filed with the SEC. Includes 5,000 shares of Common Stock owned by a trust for Mr. Walker's son, of which Mr. Walker is trustee, and 379,724 shares owned by the Robert G. and Pauline B. Walker Revocable Trust (the "Trust"). Mr. Walker provides investment advice to the Trust and receives certain compensation from the Trust. Mr. Walker disclaims beneficial ownership of the Trust's shares and shares of Common Stock owned by other members of the Walker family. The stockholder's address is 2301 N. Central Expressway, Suite 140, Plano, Texas 75075. (6) Information based on Schedule 13G of Dimensional Fund Advisors, Inc. ("Dimensional") filed with the SEC. Dimensional, a registered investment advisor, is deemed to have beneficial ownership of these shares of Common Stock, all of which shares are held in portfolios of DFA Investment Dimensions Group Inc., a registered open-end investment company, or in series of the DFA Investment Trust Company, a Delaware business trust, or the DFA Group Trust and DFA Participation Group Trust, investment vehicles for qualified employee benefit plans, for all of which Dimensional serves as an investment manager. Dimensional disclaims beneficial ownership of all such shares. The stockholder's address is 1299 Ocean Avenue, Santa Monica, California 90401. (7) Information based on Schedule 13D filed with the SEC. The stockholder's address is 2301 N. Central Expressway, Suite 140, Plano, Texas 75075 (8) Information based on Schedule 13D of Steel Partners II, L.P. filed with the SEC. Includes 25,000 shares held by Steel Partners Services, Ltd., an affiliate of the stockholder, for the benefit of a foreign investment company. The stockholder's address is 750 Lexington Avenue, 27th Floor, New York, New York 10029. (9) Information based on Schedule 13G of Quest Advisory Corp., Quest Advisory Co, a general partnership, and Charles M. Royce filed with the SEC. The stockholder's address is 1414 Avenue of the Americas, New York, New York 10019. (10) All directors and officers as a group held in the aggregate presently exercisable stock options to acquire 54,625 shares as of September 1, 1995. On the record date, directors and officers as a group owned 853,035 shares, or 22.8% of the 3,746,410 shares outstanding and entitled to vote, not including presently exercisable stock options. INCREASE IN AUTHORIZED SHARES OF COMMON STOCK The Board of Directors has approved an amendment to the Certificate which would increase the number of authorized shares of Common Stock of the Company from 12,000,000 to 18,000,000. Assuming that the Company issues the maximum number of shares of Common Stock in connection with the rights offering described in the accompanying Prospectus, all of the Warrant Shares and all shares subject to currently outstanding or issuable options under the Company's stock option plan, the Company will have only 28,975 shares of Common Stock authorized but not outstanding. The increase in the number of authorized shares of Common Stock is necessary to permit the Board of Directors of the Company to issue additional shares in the future to, among other things, raise capital and make other acquisitions. The Company does not presently have any plans to issue additional shares except as described herein and in the accompanying Prospectus; however, the Board of Directors believes such an increase is prudent to provide the Board of Directors with the flexibility to issue shares in the future if needed without having to incur the delay attendant with seeking the approval of the stockholders of the Company. The Amendment must be approved by the stockholders of the Company by the affirmative vote of a majority of the outstanding shares of the Common Stock. Consequently, any shares not voted (whether by abstention, broker non-vote or otherwise) have the effect of a vote against the Amendment. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE AMENDMENT. APPROVAL OF ISSUANCE OF THE WARRANTS AND WARRANT SHARES The Board of Directors is soliciting the approval of the holders of the Common Stock of the Company for the issuance of certain Warrants and Warrant Shares (each as hereafter defined) to Michael T. Crimmins, the Chairman of the Board of the Company (the "Investor"), and his financial advisor. The Company's Common Stock is listed on the American Stock Exchange (the "AMEX"). Pursuant to the rules of the AMEX, the issuance of the Warrants and the Warrant Shares requires the approval of the stockholders of the Company because the Investor is an officer and director of the Company and the Warrant Shares may constitute more than 20% of the shares of Common Stock then outstanding at the time they are issued. SUBORDINATED FINANCING The Company and the Investor have agreed pursuant to the terms of a Securities Purchase Agreement (the "Subordinated Financing Agreement") to the issuance by the Company and the purchase by the Investor of up to $4.0 million principal amount of Senior Subordinated Notes (the "Notes") at par in increments of $500,000. The Notes are issuable by the Company and must be purchased by the Investor from time to time at the election of the Company over a one year period beginning on the date of closing (the "Acquisition Closing Date") by the Company of its acquisition of Rogers Galvanizing Company ("Rogers"). See "The Acquisition" in the accompanying Prospectus. The Notes will mature on the eighth anniversary of the Acquisition Closing Date, bear interest payable semi-annually in arrears at a rate of 13.5% per annum and be repaid in six equal semi-annual principal payments beginning six months after the fifth anniversary of the Acquisition Closing Date. The Notes may be prepaid in whole or in part in increments of at least $100,000, provided that partial prepayments will be applied first to accrued interest and then to the unpaid principal installments in the inverse order of maturity. The Notes must be prepaid in full at par, plus accrued interest, upon a change in control of the Company. For these purposes, a change in the control will be deemed to have occurred if (i) there is a change during any consecutive twenty-four month period in the identity of the persons constituting a majority of the Board of Directors of the Company other than a change approved by Investor or caused by the Investor and its designees on the Board of Directors or (ii) the Investor's designees are no longer serving as directors of the Company for any reason, other than their death, resignation or refusal to stand for reelection or (iii) Michael T. Crimmins shall no longer be serving as Chief Executive Officer for any reason, other than death, permanent disability, refusal to serve or cause as defined in the Subordinated Financing Agreement or the rights or duties of the Chief Executive Officer shall have been reduced without the consent of the Investor. The Notes will be subordinated to the Company's existing bank debt (the "Senior Debt"), and will be secured by the capital stock of Rogers. The assets of Rogers, other than its net working capital, will not be available for pledge to secure the Senior Debt. See "Description of Subordinated Financing" in the accompanying Prospectus for a more complete description of the terms of the Subordinated Financing Agreement and the Notes. WARRANTS Pursuant to the terms of the Subordinated Financing Agreement, the Company will issue 100,000 warrants to purchase Common Stock (the "Warrants") to the Investor in exchange for a binding and irrevocable commitment from the Investor to purchase the Notes upon demand by the Company (the "Commitment"), and will pay $100,000 fee on the Acquisition Closing Date. Additional Warrants will be issued upon the purchase by the Investor of the Notes from time to time at a rate of 268,750 Warrants for each $500,000 of Notes purchased. The Company will also issue 20,000 Warrants to Gary R. Griffith, the Investor's financial advisor, upon receipt of the Commitment. Each Warrant will entitle the holder thereof to purchase one share of the Common Stock at any time and from time to time after the date of issuance thereof until the eighth anniversary of the Acquisition Closing Date. The exercise price of each Warrant will be the average of the closing prices for the Common Stock reported by the AMEX during the twenty trading days preceding the issuance of the Warrant. The Warrants will be transferable. The number of Warrant Shares and the exercise price are subject to adjustment for stock splits, stock dividends and distributions, subdivisions, combinations and reclassification on, or of, the Common Stock and in the event of the issuance of Common Stock (or rights therefore or securities convertible thereto) at an effective price which is less than the market price per share of the Common Stock. In addition, the number of Warrant Shares is subject to adjustment for mergers, consolidations and sales of assets. The purchase price of each Warrant will be 1/100th of $.01 (or an aggregate of $227.00 for all of the Warrants to be issued), which will be paid in cash by the Investor or his financial advisor, as applicable. The Warrants issued on the Acquisition Closing Data shall have an exercise price equal to the average closing price of the Common Stock during the 20 trading days prior to the Acquisition Closing Data. The exercise price of any other Warrants issued will be the average closing price of the Common Stock during the 20 trading days prior to the date of issuance thereof. The Warrants are payable in cash or by the application of accrued interest on, and unpaid principal of, the Notes in an equivalent amount. The Company has agreed, upon demand, to provide one registration for the Notes, the Warrants and the Warrant Shares and the other Common Stock of the Investor under the Securities Act of 1993, as amended (the "Securities Act"), and to include all or a portion of the Warrant Shares and the other Common Stock of the Investor in any other registrations by the Company under the Securities Act, subject to certain conditions and exceptions. The issuance of the Warrant Shares must be approved by the stockholders of the Company by the affirmative vote of a majority of the shares of the Common Stock represented at the Special Meeting. Consequently, any shares represented at the Special Meeting but not voted (whether by abstention or otherwise) have the effect of a vote against the Amendment. THE BOARD OF DIRECTORS RECOMMENDS APPROVAL OF THE ISSUANCE OF THE WARRANTS AND WARRANT SHARES AS DESCRIBED ABOVE. STOCKHOLDERS' PROPOSALS FOR 1996 ANNUAL MEETING Proposals of stockholders intended to be presented at the Company's 1996 Annual Meeting of Stockholders should be submitted to the Secretary of the Company by certified mail, return receipt requested, and must be received by the Company at its offices in Tulsa, Oklahoma on or before January 18, 1996, to be eligible for inclusion in the Company's proxy statement and form of proxy for that meeting. OTHER MATTERS WHICH MAY COME BEFORE THE MEETING The Board of Directors knows of no matters other than those stated above which are to be brought before the meeting. Pursuant to provisions of the Bylaws, at any special meeting of the stockholders only such business shall be conducted as shall have been brought before the meeting by or at the direction of the Board of Directors of the Company. However, if any other matter should be presented for consideration and voting, it is the intention of the persons named in the enclosed form of Proxy to vote the Proxy in accordance with their judgment of what is in the best interest of the Company. By order of the Board of Directors Paul R. Chastain President and Chief Executive Officer Tulsa, Oklahoma ____________, 1995 KINARK CORPORATION 7060 SOUTH YALE TULSA, OKLAHOMA 74136 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF KINARK CORPORATION (THE "COMPANY") FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON ____________, 1995 (THE "SPECIAL MEETING"). The undersigned hereby appoints Paul R. Chastain and T. Bruce Lancaster and each of them, with full power of substitution, as proxies to vote all of the shares of Common Stock of the Company which the undersigned may be entitled to vote at the Special Meeting, and at any adjournments thereof, on the following matters in the following manner: 1. Approval of an amendment to the Company's Restated Certificate of Incorporation increasing the number of authorized shares of the Company's common stock to 18,000,000. [ ] FOR [ ] AGAINST [ ] ABSTAIN 2. Approval of the issuance of the Warrants covering up to 2,270,000 Warrant Shares to the Investor and his financial advisor, in connection with the Investor's purchase of up to $4.0 million principal amount the Notes to be issued by the Company, and the issuance of the Warrant Shares upon the exercise of the Warrants. [ ] FOR [ ] AGAINST [ ] ABSTAIN 3. In accordance with their judgment, upon such other matters as may properly come before the Special Meeting or any adjournment thereof. When this Proxy is properly executed and returned, and not revoked, the shares it represents will be voted at the meeting in accordance with the choices specified above. IF NO CHOICE IS SPECIFIED, IT WILL BE VOTED FOR THE AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK AND FOR THE ISSUANCE OF THE WARRANTS AND WARRANT SHARES. PLEASE DATE AND SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. Date: , 1995 (Signature of Stockholder) (Signature of Stockholder) NOTE: When signing as attorney, trustee, administrator, executor or guardian, please give your full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. In the case of joint tenants, each joint owner must sign. No dealer, salesman or any other person has been authorized to give any information or to make any representations other than those contained in this Prospectus, and any information or representation not contained herein must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or solicitation of an offer to buy any securities other 5,619,615 SHARES than the securities to which it relates, or an offer to sell or a solicitation of an offer to buy such securities in any jurisdiction in which such offer or solicitation may not be legally made. Neither the KINARK delivery of this Prospectus nor any CORPORATION sale made hereunder shall under any circumstances create any implication that the information herein is correct as of any date subsequent to the date hereof. COMMON STOCK TABLE OF CONTENTS Page Prospectus Summary 3 Summary Pro Forma and Selected Consolidated Financial Information 9 Risk Factors 12 Business Strategy 14 The Acquisition 15 PROSPECTUS Use of Proceeds 16 Capitalization 17 Common Stock Dividends and Price Range 18 The Rights Offering 18 Description of Capital Stock 23 Description of Subordinated Financing 27 Legal Matters 28 Experts 28 Financial Statements F-1 Proxy Statement P-1 , 1995 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Estimated expenses (other than underwriting commissions) of the sale of the shares of Common Stock are as follows: Registration Fee $3,876 AMEX Application Fee 17,500 Blue Sky Fees and Expenses 1,000 Printing and Engraving 45,000 Subscription Agent's Fees and Expenses 10,000 Information Agent's Fees and Expenses 10,000 Legal Fees and Expenses 175,000 Accounting Fees and Expenses 55,000 Financial Advisors Fees and Expenses(1) 115,000 Miscellaneous Disbursements 2,624 TOTAL $385,000 (1) Including financial advisor fees related to the Subordinated Financing. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Certificate of Incorporation (the "Certificate") of the Company contains a provision which, subject to certain exceptions described below, eliminates the liability of a director to the Company or its stockholders for monetary damages for any breach of duty as a director. This provision does not eliminate the liability of the director (i) for violations of his duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (the "Delaware Corporation Law") relating to unlawful dividends and distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Certificate and the Bylaws (the "Bylaws") of the Company require the Company to indemnify any person who was, is, or is threatened to be made a named defendant or respondent in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of service by such person as a director, officer, employee or agent of the Company or any other corporation for which he served as such at the request of the Company. Such persons are entitled to be indemnified against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the director in connection with the proceeding, except that no payments may be made with respect to liability which is not eliminated pursuant to the provision of the Certificate described in the preceding paragraph. Such persons are also entitled to have the Company advance any such expenses prior to final disposition of the proceeding, upon delivery of a written undertaking to repay the amounts advanced if it is ultimately determined that the standard of conduct has not been met. In addition to the Certificate and Bylaws of the Company, Section 145(c) of the Delaware Corporation Law requires the Company to indemnify any director who has been successful on the merits or otherwise in defending any proceeding described above. The Delaware Corporation Law also provides that a court may order indemnification of a director if it determines that the director is fairly and reasonably entitled to such indemnification. The Company has the power, under the Certificate and Bylaws, to obtain insurance on behalf of any director, officer, employee, or agent of the Company against any liability asserted against or incurred by such person in any such capacity, whether or not the Company has the power to indemnify such person against such liability at that time under the Certificate or Bylaws. ITEM 16. EXHIBITS The following documents are filed as exhibits to this Registration Statement: 3.1 The Company's Restated Certificate of Incorporation. 3.2 The Company's Bylaws (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q dated June 30, 1995). 4.1 Provisions in the Company's Restated Certificate of Incorporation and Bylaws defining the rights of holders of the Company's Common Stock. 4.2 Form of Letter to Stockholders. 4.3 Form of Letter to Securities Dealers, Commercial Banks, Trust Companies and other Nominees. 4.4 Form of Instructions as to the Use of Kinark Corporation Subscription Certificates. 4.5 Form of Subscription Certificate. 4.6 Form of Letter to Clients from Securities Dealers, Commercial Banks, Trust Companies and other Nominees. 4.7 Form of DTC Participant Oversubscription Exercise Form. 4.8 Form of Notice of Guaranty Delivery. 4.9 Form of Nominee Holder Certification. 4.10 Form of Special Notice to Holders of Kinark Corporation Common Stock whose Addresses are Outside the United States. 5.1 Opinion of Nelson Mullins Riley & Scarborough, L.L.P. as to the legality of the securities being registered. 10.1 Securities Purchase Agreement by and between the Company and the Investor.* 10.2 Form of Note by and between the Company and the Investor.* 10.3 Form Warrant by and between the Company and the Investor.* 10.4 Registration Rights Agreement by and between the Company and the Investor.* 10.5 Subordination Agreement by and between the Company, the Investor and Bank of Oklahoma.* 15.1 Letter Regarding Unaudited Interim Financial Information. 23.1 Consent of Deloitte & Touche LLP, independent auditors of the Company. 23.2 Consent of Hogan & Slovacek, P.C., independent auditors of Rogers Galvanizing Company. 23.3 Consent of Arthur Andersen LLP, independent auditors of Rogers Galvanizing Company. 23.4 Consent of Nelson Mullins Riley & Scarborough, L.L.P. (contained in the opinion included at Exhibit 5.1). 24.1 Power of Attorney of certain officers and directors of the Company (see page II-5). *To be filed by amendment. ITEM 17. UNDERTAKINGS. 1. The undersigned registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (d) If the registrant is a foreign private issuer, to file a post- effective amendment to the registration statement to include any financial statements required by Rule 3-19 of this chapter at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post- effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3. 2. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant as described in Item 14 or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 4. The undersigned registrant hereby undertakes that: (a) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (b) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on September 15, 1995. KINARK CORPORATION By: /s/ Paul R. Chastain Paul R. Chastain President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul R. Chastain and J. Bruce Lancaster, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following in the capacities and on the dates indicated. Signature Title Date /s/ Paul R. Chastain President and Chief Executive September 15, 1995 Paul R. Chastain Officer (principal executive officer) and Director /s/ J. Bruce Lancaster Vice President, Finance September 15, 1995 J. Bruce Lancaster (principalfinancial officer and principal accounting officer) /s/ Richard C. Butler Director September 15, 1995 Richard C. Butler /s/ Michael T. Crimmins Director September 15, 1995 Michael T. Crimmins /s/ Ronald J. Evans Director September 15, 1995 Ronald J. Evans /s/ Harry D. Jones Director September 15, 1995 Harry D. Jones Director September 15, 1995 Mark E. Walker EXHIBIT INDEX PAGE 3.1 The Company's Restated Certificate of Incorporation. 4.1 Provisions in the Company's Restated Certificate of Incorporation and Bylaws defining the rights of holders of the Company's Common Stock. 4.2 Form of Letter to Stockholders. 4.3 Form of Letter to Securities Dealers, Commercial Banks, Trust Companies and other Nominees. 4.4 Form of Instructions as to the Use of Kinark Corporation Subscription Certificates. 4.5 Form of Subscription Certificate. 4.6 Form of Letter to Clients from Securities Dealers, Commercial Banks, Trust Companies and other Nominees. 4.7 Form of DTC Participant Oversubscription Exercise Form. 4.8 Form of Notice of Guaranty Delivery. 4.9 Form of Nominee Holder Certification. 4.10 Form of Special Notice to Holders of Kinark Corporation Common Stock whose Addresses are Outside the United States. 5.1 Opinion of Nelson Mullins Riley & Scarborough, L.L.P. as to the legality of the securities being registered. 15.1 Letter Regarding Unaudited Interim Financial Information. 23.1 Consent of Deloitte & Touche LLP, independent auditors of the Company. 23.2 Consent of Hogan & Slovacek, P.C., independent auditors of Rogers Galvanizing Company. 23.3 Consent of Arthur Andersen LLP, independent auditors of Rogers Galvanizing Company.