-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J1PApgKtQxpJIFxwNmIEz2DDgMkg+xzX02m7VoMoXNxn57z7MXoUWsP7ScPy0v0s zhoxVu0fIzRtsF6nLj4LIw== 0000921895-96-000054.txt : 19960404 0000921895-96-000054.hdr.sgml : 19960404 ACCESSION NUMBER: 0000921895-96-000054 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960403 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KINARK CORP CENTRAL INDEX KEY: 0000055805 STANDARD INDUSTRIAL CLASSIFICATION: COATING, ENGRAVING & ALLIED SERVICES [3470] IRS NUMBER: 710268502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31242 FILM NUMBER: 96543974 BUSINESS ADDRESS: STREET 1: 7060 S YALE CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: 9184940964 MAIL ADDRESS: STREET 1: 7060 SOUTH YALE STREET 2: STE 603 CITY: TULSA STATE: OK ZIP: 741365723 FORMER COMPANY: FORMER CONFORMED NAME: KIN ARK OIL CO DATE OF NAME CHANGE: 19690601 FORMER COMPANY: FORMER CONFORMED NAME: KIN ARK OIL & GAS CO DATE OF NAME CHANGE: 19680906 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II L P CENTRAL INDEX KEY: 0000915653 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 750 LEXINGTON AVE 27TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 7 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)(1) KINARK CORPORATION - ------------------------------------------------------------------------------- (Name of issuer) COMMON STOCK, $.10 PAR VALUE - ------------------------------------------------------------------------------- (Title of class of securities) 494474109 - ------------------------------------------------------------------------------- (CUSIP number) STEVEN WOLOSKY, ESQUIRE OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP 505 Park Avenue New York, New York 10022 (212) 753-7200 - ------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) APRIL 1, 1996 - ------------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). Note. six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 11 Pages) - -------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). =============================================================================== 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS STEEL PARTNERS II, L.P. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 527,850 OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------- 8 SHARED VOTING POWER -0- ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 527,850 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 527,850 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN =============================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! =============================================================================== 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS STEEL PARTNERS SERVICES, LTD. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION NEW YORK - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 55,250 OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------- 8 SHARED VOTING POWER -0- ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 55,250 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 55,250 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .9% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO =============================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! =============================================================================== 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS WARREN LICHTENSTEIN - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF, OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION USA - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 583,150(2) OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------- 8 SHARED VOTING POWER - 0 - ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 583,150(2) ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 583,150(2) - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN =============================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------- 2 Includes 527,850 Shares owned by Steel Partners II, L.P. and 55,250 Shares managed by Steel Partners Services, Ltd., entities controlled by Warren G. Lichtenstein and Lawrence Butler. =============================================================================== 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS LAWRENCE BUTLER - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF, OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION USA - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 585,100(3) OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------- 8 SHARED VOTING POWER - 0 - ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 585,100(3) ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 585,100(3) - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN =============================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------- 3 Includes 527,850 Shares owned by Steel Partners II, L.P. and 55,250 Shares managed by Steel Partners Services, Ltd., entities controlled by Warren G. Lichtenstein and Lawrence Butler. This constitutes Amendment No. 7 ("Amendment No. 7") to Schedule 13D filed by the undersigned on March 25, 1995 (the "Schedule 13D"). Except as specifically amended by this Amendment No. 7, the Schedule 13D, as amended, remains in full force and effect. Defined terms shall have the meaning specified in the Schedule 13D, except as otherwise provided herein. Item 2 is amended to read in its entirety as follows: Item 2. Identity & Background. (a) This Statement is filed by Steel Partners II, L.P., a Delaware limited partnership ("Steel Partners II"), Steel Partners Services, Ltd., a New York corporation ("Services"), Warren G. Lichtenstein and Lawrence Butler. Steel Partners, L.L.C., a Delaware limited liability company ("Partners LLC") is the general partner of Steel Partners II. The sole executive officers and members of Partners LLC are as follows: Warren Lichtenstein is Chairman of the Board, Secretary and a member; and Lawrence Butler is President, Treasurer and a member. The sole executive officers, directors and stockholders of Steel Partners Services, Ltd., a New York corporation ("Services"), are as follows: Warren Lichtenstein is Chairman of the Board, Secretary and a stockholder; and Lawrence Butler is President, Treasurer and a stockholder. Each of the foregoing are referred to as a "Reporting Person" and collectively as the "Reporting Persons". By virtue of their positions with Steel Partners II, Mr. Lichtenstein and Mr. Butler have the power to vote and dispose of the Issuer's Shares owned by Steel Partners II. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (b) The principal business address of each Reporting Person is 750 Lexington Avenue, 27th Floor, New York, New York 10022. (c) The principal business of Steel Partners II is investing in the securities of microcap companies. The principal occupation of Mr. Lichtenstein and Mr. Butler is investing in securities of microcap companies. In addition, Mr. Butler is the president of Alpha Technologies Group, Inc., a NASDAQ company engaged in the electronics components business. The principal business of Services is providing management and advisory services. Services acquired the 55,250 Shares reported herein for the account of Quota Fund N.V., a Netherlands Antilles investment corporation ("Quota"). Quota has its principal office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. Quota granted investment discretion to Soros Fund Management ("SFM") pursuant to an investment advisory contract. SFM's contract with Quota provides that SFM is responsible for designing and implementing Quota's overall investment strategy, for conducting direct portfolio management strategies to the extent that SFM determines that it is appropriate to utilize its own portfolio management capabilities; for selecting, evaluating and monitoring other investment advisors who manage separate portfolios on behalf of Quota; and for allocating and reallocating Quota's assets among the outside managers and itself. In connection therewith, Quota granted investment discretion to Services pursuant to an investment advisory contract between Quota and Services (the "Services Contract"). The 55,250 Shares beneficially owned by Services were acquired at the direction of Services, and neither SFM nor Quota currently exercises voting or investment discretion over the Shares. SFM is a sole proprietorship of which George Soros, a United States citizen, is the sole proprietor. SFM has its principal office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its sole business is to serve, pursuant to contract, as the principal investment manager to several foreign investment companies, including Quota. During the past five years, none of Mr. Soros, SFM, Quota or any of the managing directors of SFM or Quota have been (a) convicted in a criminal proceeding, or (b) a party to any civil proceeding as a result of which they have been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Pursuant to regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), and notwithstanding that neither SFM nor Quota currently exercises voting or investment discretion over the Shares, Mr. Soros (as the sole proprietor and the person ultimately in control of SFM) may be deemed a beneficial owner of securities, including the Shares, held for the account of Quota as a result of the contractual authority of SFM, upon termination of the Services Contract, to acquire voting and dispositive power with regard to the Shares. Quota, SFM and Mr. Soros have advised the Reporting Persons that they are not part of any group for purposes of Section 13(d)(3) of the Act. (d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of Messrs. Lichtenstein and Butler are citizens of the United States of America. Item 3 is amended to read in its entirety as follows: Item 3. Source and Amount of Funds or Other Consideration. The aggregate purchase price of the 527,850 Shares owned by Steel Partners II is $1,762,620. The Shares owned by Steel Partners II were acquired with partnership funds. The aggregate purchase price for the 50 and 2,000 Shares purchased by Mr. Lichtenstein and Mr. Butler is $250.00 and $11,875.00, respectively, and came from their personal funds. The aggregate purchase price of the 55,250 Shares beneficially owned by Services is $158,484. Such Shares were acquired with funds it manages for Quota. Pursuant to the Services Agreement with Quota, Services has been appointed to manage, on a discretionary basis, certain of Quota's assets, which are maintained in a brokerage account in the name of Quota Fund N.V. (Steel). The Services Agreement may be terminated by either party at any time. Item 5(a) is amended in its entirety to read as follows: Item 5. Interest in Securities of the Issuer. (a) The aggregate percentage of Shares of Common Stock reported owned by each person named herein is based upon 6,026,536 Shares outstanding, which is the total number of Shares of Common Stock outstanding as reported in the Company's Annual Report on Form 10-K for the year ended December 31, 1995. The Reporting Person's ownership in this Amendment No. 7 has been adjusted to reflect the increase of 2,279,038 Shares of Common Stock from the 3,747,498 Shares of Common Stock outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 1995. As of the close of business on April 1, 1996: Steel Partners II beneficially owns 527,850 Shares of Common Stock, constituting approximately 8.8% of the Shares outstanding and Services beneficially owns 55,250 Shares, constituting approximately .9% of the Shares outstanding. Mr. Lichtenstein and Mr. Butler beneficially own 583,150 and 585,100 Shares, respectively, representing approximately 9.7% of the Shares outstanding, by virtue of their authority to vote and dispose of the 527,850 Shares owned by Steel Partners II and the 55,250 Shares managed by Services. Each of Mr. Lichtenstein and Mr. Butler has sole voting and dispositive power with respect to the 50 and 2,000 Shares, respectively, owned by each individual. As a consequence of SFM's ability to terminate the Services Contract with respect to all investments, including but not limited to those involving the Shares, and acquire the voting and dispositive power held by Services with respect to the Shares, notwithstanding that neither SFM nor Quota currently exercises voting or investment discretion over the Shares, Mr. Soros (in his capacity as sole proprietor of SFM) may be deemed to be the beneficial owner of the 55,250 Shares currently held for the account of Quota (representing approximately .9% of the total number of Shares of Common Stock outstanding). Quota, SFM and Mr. Soros have advised the Reporting Persons that they are not part of any group for purposes of Section 13(d)(3) of the Act. All of such Shares were acquired in open-market transactions. SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: April 2, 1996 STEEL PARTNERS II, L.P. By: Steel Partners, L.L.C., General Partner By:/s/ Warren G. Lichtenstein -------------------------- Warren G. Lichtenstein, Chief Executive Officer STEEL PARTNERS SERVICES, LTD. By:/s/ Warren G. Lichtenstein -------------------------- Warren G. Lichtenstein, Chief Executive Officer /s/ Warren G. Lichtenstein -------------------------- WARREN G. LICHTENSTEIN /s/ Lawrence Butler ------------------- LAWRENCE BUTLER SCHEDULE A Transactions in the Shares Within the Past 60 Days Shares of Common Stock Date of Purchased/(Sold) Price Per Share Purchase/Sale - ---------------- --------------- ------------- STEEL PARTNERS II, L.P. ----------------------- 2,500 $2.54000 3/14/96 2,500 2.54000 3/18/96 STEEL PARTNERS SERVICES, LTD. ----------------------------- 2,500 $2.54000 3/14/96 2,500 2.54000 3/18/96 WARREN LICHTENSTEIN ------------------- None. LAWRENCE BUTLER --------------- None. -----END PRIVACY-ENHANCED MESSAGE-----