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
May 5, 1999 (May 5, 1999) 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
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification
of incorporation) Number)
1301 Gervais Street, Columbia, South Carolina 29201
(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 May 5, 1999, Safety-Kleen Corp.(NYSE:SK) announced that it intends to
offer $225 million of senior notes due 2009 in a private placement. 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
SAFETY-KLEEN CORP.
ANNOUNCES INTENTION TO OFFER SENIOR NOTES
Columbia, S.C.--May 5, 1999--Safety-Kleen Corp. (NYSE: SK) announced today that
it intends to offer $225 million of senior notes due 2009 in a private
placement. Subject to market conditions, the Rule 144A offering is expected to
be completed by mid May 1999.
The Company expects to use the net proceeds of the private offering to partially
fund the previously announced repurchase of the Company's outstanding $350
million 5% subordinated convertible pay-in-kind debenture from Laidlaw Inc. and
for general corporate purposes.
The senior notes will be general unsecured unsubordinated obligations of
Safety-Kleen Corp. However, the senior notes will be effectively subordinated to
all obligations of the Company's subsidiaries.
The senior notes have not been and will not be registered under the Securities
Act of 1933, as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy the securities.
FOR FURTHER INFORMATION CONTACT:
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Kenneth W. Winger, President and Chief Executive Officer - (803) 933-4212
Paul R. Humphreys, Senior Vice President, Finance and Chief Financial Officer -
(803) 933-4261
Safety-Kleen Investor Relations - (803) 933-4285
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. These factors include risks
associated with acquisitions; achievement of synergy
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objectives; the attainment of revenue growth targets; the adoption of new
environmental laws and regulations and how they are interpreted and enforced;
changes in demand for the Company's services; competition; and prices for
petroleum-based products.
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SIGNATURES
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.
By: /s/ Kenneth W. Winger
-------------------------
Kenneth W. Winger, President
and Chief Executive Officer
Date: May 5, 1999
