EXHIBIT 4.7
NOTICE OF GUARANTEED DELIVERY
for
SUBSCRIPTION CERTIFICATIONS
issued by
KINARK CORPORATION
This form, or one substantially equivalent hereto, must be used to
exercise Rights pursuant to the Rights Offering described in the Prospectus and
Proxy Statement dated _______________________, 1996, (the "Prospectus"), of
Kinark Corporation, a Delaware corporation (the "Company"), if a holder of
Rights cannot deliver the Subscription Card(s) evidencing the Rights (the
"Subscription Card(s)"), to the Subscription Agent listed below (the
"Subscription Agent") at or prior to 5:00 p.m. New York City time on
____________________, 1996, unless extended (the "Expiration Date"). Such form
must be delivered by hand or sent by facsimile transmission or mail to the
Subscription Agent, and must be received by the Subscription Agent on or prior
to the Expiration Date. See "The Rights Offering - Exercise of Rights" in the
Prospectus. Payment of the Subscription Price of $________ per share for each
share of Common Stock subscribed for upon exercise of such Rights must be
received by the Subscription Agent in the manner specified in the Prospectus at
or prior to 5:00 p.m. New York City time on the Expiration Date even if the
Subscription Card evidencing such Rights is being delivered pursuant to the
procedure for guaranteed delivery thereof.
The Subscription Agent is
Chemical Mellon Shareholder Services, L.L.C.
By Mail: Reorganization Department
P. O. Box 817
Midtown Station
New York, New York 10018
By Hand Reorganization Department
or 120 Broadway
Overnight: 13th Floor
New York, New York 10271
Facsimile Transmission: (201) 329-8936
Confirm by Telephone: (201) 296-4983
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES
NOT CONSTITUTE A VALID DELIVERY.
Gentlemen:
The undersigned hereby represents that he or she is the holder of
Subscription Card(s) representing ____________ Rights and that such
Subscription Card(s) cannot be delivered to the Subscription Agent at or before
5:00 p.m., New York City time on the Expiration Date. Upon the terms and
subject to the conditions set forth in the Prospectus, receipt of which is
hereby acknowledged, the undersigned hereby elects to exercise the Subscription
Privilege to subscribe for one share of Common Stock per Right with respect to
each of ___________ Rights represented by such Subscription Card. The
undersigned understands that payment of the Subscription Price of $________ per
share for each Common Share subscribed for pursuant to the Subscription
Privilege must be received by the Subscription Agent at or before 5:00 p.m. New
York City time on the Expiration Date and represents that such payment, in the
aggregate amount of $__________, either (check appropriate box):
[ ] is being delivered to the Subscription Agent herewith; or
[ ] has been delivered separately to the Subscription Agent;
and is or was delivered in the manner set forth below (check appropriate box
and complete information relating thereto):
[ ] wire transfer of funds
- name of transferor institution _______________________________
- date of transfer______________________________________________
- confirmation number (if available)____________________________
[ ] uncertified check (Payment by uncertified check will not be deemed to
have been received by the Subscription Agent until such check has
cleared. Holders paying by such means are urged to make payment
sufficiently in advance of the Expiration Date to ensure that such
payment clears by such date.)
[ ] certified check
[ ] bank draft (cashier's check)
[ ] money order
- name of maker________________________________________________
- date of check, draft or money order__________________________
- check, draft or money order number___________________________
- bank on which check is drawn or issuer of money order________
Signature(s)____________________________ Address__________________________
________________________________________ _________________________________
Name(s)_________________________________ _________________________________
________________________________________ Area Code and Tel No(s)._________
Please Type or Print _________________________________
Subscription Card
No(s). (if available)
GUARANTEE OF DELIVERY
(Not to be used for Subscription Card signature guarantee)
The undersigned, a member firm of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc. or
a commercial bank or trust company having an office or correspondent in the
United States, guarantees that the undersigned will deliver to the Subscription
Agent the certificates representing the Rights being exercised hereby, with any
required signature guarantees and any other required documents, all within
three American Stock Exchange trading days after the date hereof.
_______________________________________ Dated:__________, 1996
_______________________________________ ____________________________
(Address) (Name of Firm)
_______________________________________ ____________________________
(Area Code and Telephone Number) (Authorized Signature)
The institution which completes this form must communicate the guarantee
to the Subscription Agent and must deliver the Subscription Card(s) to the
Subscription Agent within the time period shown herein. Failure to do so could
result in a financial loss to such institution.