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
December 28, 1998 (December 23, 1998) Date of Report
(Date of earliest event reported)
Safety-Kleen Corp.
(Exact name of registrant as specified in its charter)
Delaware 1-8368 51-0228924
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
1301 Gervais Street, Columbia, South Carolina 29201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (803)933-4200
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ITEM 5. OTHER EVENTS
On December 23, 1998, Safety-Kleen Corp.(NYSE:SK) announced the
recapitalization of Safety-Kleen Europe, its U.K. headquartered business unit.
The recapitalization, which was based on an entity value of $190 million,
included new investment by Electra-Fleming Limited, a U.K. based international
investment management company, and the senior management group of the European
business unit. The full text of the announcement is reproduced below. Please
note that the announcement contains forward looking statements that involve a
number of risks and uncertainties.
FOR IMMEDIATE RELEASE
Contact: Kenneth W. Winger
President and Chief Executive Officer
Paul R. Humphreys
Senior Vice President, Finance and Chief Financial Officer
(803) 933-4210
SAFETY-KLEEN CORP. RECEIVES $154 MILLION FROM SALE OF
INTEREST IN EUROPEAN OPERATIONS
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Wednesday, December 23, 1998 - Columbia, S.C.,-- Safety-Kleen Corp.(SK/NYSE)
announced today the recapitalization of Safety-Kleen Europe, its U.K.
headquartered business unit which operates 59 branch locations and three
reclamation facilities throughout western Europe. The recapitalization, which
was based on an entity value of $190 million, included new investment by Electra
Fleming Limited, a U.K. based international investment management company, and
the senior management group of the European business unit. Safety-Kleen received
$154 million in cash proceeds as well as retaining a continuing 44% equity
interest in the recapitalized business. Electra Fleming holds an equal 44%
interest while the senior management group acquired a 12% interest. Safety-Kleen
used the cash portion of the proceeds to repay long term bank debt. Total
non-current long term debt excluding the 5% PIK Debenture has been reduced to
$1,699 million based on August 31, 1998. The European business unit which has
annual revenues of about $120 million will no longer be consolidated with the
accounts of Safety-Kleen Corp. The transaction is expected to be accretive to
earnings per share by about $0.03 on an annualized basis. No gain nor loss will
result from the recapitalization. "Following an extensive review of our European
operations, market opportunities and long-range plans, we concluded that the
European business should be kept within the Safety-Kleen network," said Kenneth
W. Winger, President and Chief Executive Officer. "The European division is a
well-managed, profitable, thriving business. We received several expressions of
serious interest from qualified potential buyers. However, we firmly believe
that there is a tremendous opportunity to gain the significant market
penetration and expanded service offering we enjoy here in the United States. We
will remain proactive, along with our new partners, in pursuing continuing
growth in the European market," he added. Safety-Kleen Corp. is the leading
industrial waste service company for both hazardous and non-hazardous waste
streams. From collection through recycle and disposal, the company provides
comprehensive waste management services to over 400,000 customers in North
America. For further information contact: Kenneth W. Winger, President and Chief
Executive Officer (803) 933-4212, or Paul R. Humphreys, Senior Vice President,
Finance and Chief Finance Officer (803) 933-4261. Private Securities Litigation
Reform Act Sections of this release constitute forward-looking statements that
involve a number of risks and uncertainties. Many factors could cause actual
results to differ materially from our expected results. Furthermore, the
year-to-date results discussed in this release are not indicative of the results
that may be expected for future periods. All statements should be interpreted in
conjunction with the Company's reports and filings made with the Securities and
Exchange Commission.
-END-
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Safety-Kleen Corp.
Date: December 28, 1998 By: /s/ Kenneth W. Winger
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Kenneth W. Winger, President
and Chief Executive Officer
