SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 5, 1996
KINARK CORPORATION
(Exact name of registrant
as specified in its charter)
Delaware 1-3920 71-0268502
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
7060 South Yale Avenue, Tulsa, OK 74136
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 494-0964
N/A
(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
On February 5, 1996 (the "Closing Date"), pursuant to a Stock Purchase
Agreement dated August 3, 1994 (the "Agreement") and that certain Order
Confirming Sale of Personal Property entered on December 21, 1994 by The
District Court in and for Tulsa County, State of Oklahoma, Kinark Corporation
("Kinark") acquired 600 shares (the "Shares") of the common stock of Rogers
Galvanizing Company, a Delaware corporation ("Rogers") representing
approximately 51.2% of all of the issued and outstanding common stock of
Rogers. The Shares were acquired from The C.L. Simpson Inter Vivos Revocable
Trust and The Alta Rogers Simpson Inter Vivos Revocable Trust (the "Trusts"),
acting through their Interim Trustee, The Trust Company of Oklahoma (the
"Trustee"). The purchase price of the Shares was $7,100.00 per share for a
total price of $4,260,000, which was paid $50,000 in cash on August 3, 1994 and
$4,210,000 (the "Closing Date Payment") in cash on the Closing Date.
On February 16, 1996 (the "Option Date"), pursuant to five separate Option
Agreements each dated October 10, 1995 (each, an "Option Agreement" and
collectively, the "Option Agreements"), Kinark acquired an additional 188
shares of Rogers common stock (the "Option Shares"), representing approximately
16% of all of the issued and outstanding common stock of Rogers. After
acquisition of the Option Shares, Kinark became the record owner of
approximately 67.2% of all the issued and outstanding Rogers stock. Kinark
acquired the Option Shares from Ben C. and Javade L. Bishop, Charles E. Story,
John W. Carpenter, Thelma Lee Morris (as administratrix of the estate of H.R.
Morris), and Deania L. Rodgers and Paula Patterson, as trustee for the Deania L
Rodgers Marital Trust (collectively, the "Optionees"). The purchase price of
the Option Shares was also $7,100.00 per share and the total consideration for
all the Option Shares was $1,334,800 (the "Option Share Payments") paid in cash
on February 16, 1996.
Kinark funded the Closing Date Payment and the Option Share Payments from
the proceeds of a private placement in which it raised approximately $5,700,000
by selling approximately 2.28 million shares of its common stock at a price of
$2.50 per share.
As of the Closing Date and as of the Option Date, there was no material
relationship between either the Trusts or the Optionees, and Kinark or any of
its affiliates, any director or officer of Kinark, or any associate of any such
director or officer.
Rogers, with corporate headquarters in Tulsa, Oklahoma, is the fourth
largest hot dip galvanizer in the country with four (4) galvanizing locations
in Tulsa and one (1) in Kansas City, Missouri. Rogers will continue to operate
as a non-wholly owned subsidiary of Kinark and will continue operating its
galvanizing plants in five (5) locations. Kinark intends to file an amendment
to this Form 8-K supplementing the financial information about Rogers when it
is available, but not later than sixty days after the date on which this Form
8-K must be filed.
ITEM 5. OTHER EVENTS.
On February 6, 1996, the Board of Directors of Kinark met and approved
changes in Kinark's executive officers. Michael T. Crimmins, currently
Chairman of the Board, was appointed Chief Executive Officer. Ronald J. Evans,
currently a director, was appointed President. Paul R. Chastain, currently an
officer and a director, was appointed Vice-President and Chief Financial
Officer.
At the end of January, Kinark raised approximately $5,700,000.00 in new
capital by selling approximately 2.28 million shares of its common stock in a
private placement at a price of $2.50 per share.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
It is impractical to provide the required financial statements for Rogers
Galvanizing Company at the date of the filing of this Form 8-K. The required
financial statements will be provided as soon as practicable but not later than
sixty days after the date on which this Form 8-K must be filed.
(B) PRO FORMA FINANCIAL INFORMATION.
It is impractical to provide the required pro forma financial information
at the date of the filing of this Form 8-K. The required pro forma financial
information will be provided as soon as practicable but not later than sixty
days after the date on which this Form 8-K must be filed.
(C) EXHIBITS.
2.1. Stock Purchase Agreement entered into as of August 3, 1994, by
and among Kinark Corporation and The C.L. Simpson Inter Vivos
Revocable Trust and The Alta Rogers Simpson Inter Vivos
Revocable Trust, through their Interim Trustee, The Trust
Company of Oklahoma
2.2 Option Agreement dated October 10, 1995 between Kinark
Corporation and Deania L. Rogers and Paula Patterson, as trustee
of the Deania L. Rogers Marital Trust
2.3 Option Agreement dated October 10, 1995 between Kinark
Corporation and Ben C. Bishop
2.4 Option Agreement dated October 10, 1995 between Kinark
Corporation and J.W. Carpenter
2.5 Option Agreement dated October 10, 1995 between Kinark
Corporation and C.E. Story
2.6 Option Agreement dated October 10, 1995 between Kinark
Corporation and Thelma Lee Morris
99.1 Order Confirming Sale of Personal Property entered on December
21, 1994 by The District Court in and for Tulsa County, State of
Oklahoma
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KINARK CORPORATION
By: /s/ Ronald J. Evans
Ronald J. Evans
President
Dated: February 20, 1996
EXHIBIT INDEX
Exhibit Number Description
2.1 Stock Purchase Agreement entered into as of August 3,
1994, by and among Kinark Corporation and The C.L.
Simpson Inter Vivos Revocable Trust and The Alta
Rogers Simpson Inter Vivos Revocable Trust, through
their Interim Trustee, The Trust Company of Oklahoma
2.2 Option Agreement dated October 10, 1995 between
Kinark Corporation and Deania L. Rogers and Paula
Patterson, as trustee of the Deania L. Rogers
Marital Trust
2.3 Option Agreement dated October 10, 1995 between Kinark
Corporation and Ben C. Bishop
2.4 Option Agreement dated October 10, 1995 between Kinark
Corporation and J.W. Carpenter
2.5 Option Agreement dated October 10, 1995 between
Kinark Corporation and C.E. Story
2.6 Option Agreement dated October 10, 1995 between Kinark
Corporation and Thelma Lee Morris
99.1 Order Confirming Sale of Personal Property entered on
December 21, 1994 by The District Court in and for Tulsa
County, State of Oklahoma