-----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, OVeA0zYueZPhs0L/UbXP5DhlC0szBnsHaNeCF60JSvVH0NexzL/m8Rd/BcFhKRQa v3QOQaWjQyLY7hcr97gCsw== 0000942708-96-000017.txt : 19960513 0000942708-96-000017.hdr.sgml : 19960513 ACCESSION NUMBER: 0000942708-96-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960510 SROS: AMEX 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: 96559057 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: WALKER ROBERT G/WALKER PAULINE B REVOCABLE TRUST CENTRAL INDEX KEY: 0000905369 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3301 N CENTRAL EXPRESSWAY STREET 2: # 140 CITY: PLANO STATE: TX ZIP: 75075 BUSINESS PHONE: 2144233483 MAIL ADDRESS: STREET 2: 2301 N CENTRAL EXPRESSWAY #140 CITY: PLANO STATE: TX ZIP: 75075 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Kinark Corporation (Name of Issuer) Common Stock, $.10 par value (Title of class of securities) 494474-10-9 (CUSIP number) Mark E. Walker 2301 N. Central Expressway, #140, Plano, Texas 75075; (214) 423-3483 (Name, address and telephone number of person authorized to receive notices and communications) December 22, 1995 (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 10; Exhibit Index Appears on Page 9) [FN] 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). [/FN] SCHEDULE 13D CUSIP NO. 494478-10-9 13D PAGE 2 OF 10 PAGES 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS The Robert G. and Pauline B. Walker Revocable Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 54,773 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 54,773 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,773 (See Item 5(b)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% (as of December 31, 1995). 14 TYPE OF REPORTING PERSON* 00 SCHEDULE 13D CUSIP NO. 494478-10-9 13D PAGE 3 OF 10 PAGES 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS The Pauline B. Walker Revocable Trust A 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 54,773 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 54,773 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,773 (See Item 5(b)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% (as of December 31, 1995). 14 TYPE OF REPORTING PERSON* 00 SCHEDULE 13D CUSIP NO. 494478-10-9 13D PAGE 4 OF 10 PAGES 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS The Robert G. Walker Irrevocable Trust B 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 54,773 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 54,773 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,773 (See Item 5(b)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% (as of December 31, 1995). 14 TYPE OF REPORTING PERSON* 00 SCHEDULE 13D CUSIP NO. 494478-10-9 13D PAGE 5 OF 10 PAGES 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Pauline B. Walker 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 54,773 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 54,773 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,773 (See Item 5(b)) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% (as of December 31, 1995). 14 TYPE OF REPORTING PERSON* IN KINARK CORPORATION (CUSIP NO. 494474-10-9) SCHEDULE 13D By this Amendment No. 5 to Schedule 13D, The Robert G. and Pauline B. Walker Revocable Trust, The Pauline B. Walker Revocable Trust A, The Robert G. Walker Revocable Trust B and Pauline B. Walker, individually, hereby amend and completely restate the statement on Schedule 13D previously filed on behalf of The Robert G. and Pauline B. Walker Revocable Trust, as amended by Amendments No. 1, No. 2, No. 3 and No. 4, relating to the common stock, par value $.10 per share, of Kinark Corporation, a Delaware corporation, as follows: ITEM 1. SECURITY AND ISSUER. This statement relates to the common shares, par value $.10 per share (the "Common Stock"), of Kinark Corporation, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 7090 South Yale Avenue, Tulsa, Oklahoma 74101-1499. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed on behalf of The Robert G. and Pauline B. Walker Revocable Trust (the "Original Trust"), and two affiliated trusts, The Pauline B. Walker Revocable Trust A ("Trust A") and The Robert G. Walker Revocable Trust B ("Trust B"), and Pauline B. Walker, individually. The Original Trust, Trust A and Trust B are referred to collectively herein as, the "Trusts." The Original Trust was formed under the laws of the State of Texas, pursuant to a Trust Agreement dated July 17, 1990 (the "Trust Agreement"). Trust A and Trust B are residual trusts formed under the Trust Agreement upon the death of Robert G. Walker; Trust A and Trust B are governed by the Trust Agreement and are also formed under the laws of the State of Texas. The business of the Trusts is managed by Pauline B. Walker, as the sole trustee of each Trust. The principal business address of the Trusts is 10203 Lockleven Cove, Austin, Texas 78750. Pauline B. Walker is a United States citizen whose business address is 10203 Lockleven Cove, Austin, Texas 78750. Pauline B. Walker has not, either individually or as trustee of the Trusts, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not, as a result of such proceeding, 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Original Trust and Pauline B. Walker initially acquired the Common Stock through transfer from Robert G. Walker, as follows: (1) 107,022 shares of Common Stock on July 20, 1990; (2) 181,382 shares of Common Stock on August 7, 1990; (3) 19,965 shares of Common Stock on October 7, 1990; and (4) 54,773 shares of Common Stock from an individual retirement account. The Original Trust acquired an additional 110,000 shares of Common Stock on October 14, 1992, through the exercise of stock options that had been granted to Robert G. Walker by the Issuer. In order to exercise the stock options and acquire the 110,000 shares, the Original Trust borrowed funds from Plano Bank & Trust. Robert G. Walker died on August 2, 1991 and Pauline B. Walker became the sole trustee of the Original Trust and its residual trusts, Trust A and Trust B. On January 7, 1992, the Trusts sold 10,000 shares of Common Stock, and on February 6, 1992, made the following distributions to Mr. Walker's heirs: (1) Mark E. Walker - 25,806 shares; (2) Susan Walker Lavigne - 25,806 shares; and (3) Sally Walker Lauinger - 25,806 shares. On December 27, 1994, the Original Trust transferred 6000 shares by gift to minor grandchildren of Pauline B. Walker, reducing the number of shares held by the Trusts and Pauline B. Walker to 379,724. On December 22, 1995, the Original Trust, Trust A and Trust B sold 324,951 shares of Common Stock to Lee A. Walker at a purchase price of $2.84375 per share, for an aggregate purchase price of $924,079.41, pursuant to a letter agreement dated December 22, 1995, by and between Lee Walker and the Trusts. Lee Walker paid the aggregate purchase price by the execution and delivery to the Trusts of three promissory notes, each dated December 22, 1995, payable to the Original Trust, Trust A and Trust B, in the original principal amounts of $341,150.47, $295,750.00 and $287,178.94, respectively (collectively, the "Notes"). The Notes are payable on demand and interest accrues on each Note at the per annum rate of 5.65%. In order to secure repayment of the Notes, Lee Walker granted each of the Trusts a security interest in the shares purchased with the Notes. The Trust holds other assets in addition to the Issuer's Common Stock. ITEM 4. PURPOSE OF TRANSACTION. The Trusts and Pauline B. Walker acquired the shares of Common Stock for personal investment purposes. The Trust and Pauline B. Walker may purchase additional securities of the Issuer in the future. The Trusts and Pauline B. Walker do not presently have any plans or proposals which relate to or would result in any of the transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The Trusts and Pauline B. Walker beneficially own 54,773 shares of Common Stock, representing 1.5% of the outstanding shares of Common Stock as of December 31, 1995. All 54,773 shares of Common Stock are held in an individual retirement account for the benefit of Pauline B. Walker. The Trusts and Pauline B. Walker, individually and as sole trustee of the Trusts, share voting power and despositive power with respect to all 54,773 shares of Common Stock. The Trusts and Pauline B. Walker, individually and as sole trustee of the Trusts, ceased to be the beneficial owner of more than 5% of the Common Stock of the Issuer on December 22, 1995. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 99.1 Joint Filing Agreement between and among the Original Trust, Trust A, Trust B and Pauline B. Walker. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. April 30, 1996 (Date) The Robert G. and Pauline B. Walker Revocable Trust By: /s/ Pauline B. Walker (Signature) Pauline B. Walker, Sole Trustee (Name/Title) The Pauline B. Walker Revocable Trust A By: /s/ Pauline B. Walker (Signature) Pauline B. Walker, Sole Trustee (Name/Title) The Robert G. Walker Irrevocable Trust B By: /s/ Pauline B. Walker (Signature) Pauline B. Walker, Sole Trustee (Name/Title) By: /s/ Pauline B. Walker (Signature) Pauline B. Walker, Individually (Name/Title) EXHIBIT INDEX Exhibit Number Description Page 99.1 Joint Filing Agreement between and among the Original Trust, Trust A, Trust B and Pauline B. Walker. . . . . . . . . . . . . . 10 EX-99 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the Joint Filing on behalf of each of them of an Amendment No. 5 to the Statement on Schedule 13D originally filed on behalf of The Robert G. and Pauline B. Walker Revocable Trust with respect to the Common Stock of Kinark Corporation, a Delaware corporation, and any further amendments thereto. This Joint Filing Agreement shall be filed as an Exhibit to Amendment No. 5 to the Statement on Schedule 13D. Dated April 30, 1996 The Robert G. and Pauline B. Walker Revocable Trust By: /s/ Pauline B. Walker Pauline B. Walker, Sole Trustee The Pauline B. Walker Revocable Trust A By: /s/ Pauline B. Walker Pauline B. Walker, Sole Trustee The Robert G. Walker Irrevocable Trust B By: /s/ Pauline B. Walker Pauline B. Walker, Sole Trustee /s/ Pauline B. Walker Pauline B. Walker, Individually -----END PRIVACY-ENHANCED MESSAGE-----