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 10, 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 notice had
been received from the Securities and Exchange Commission (the "SEC") in which
the SEC advised of its intention to fully review the Company's Preliminary Proxy
Statement filed on April 23, 1999, in connection with Safety-Kleen's previously
announced repurchase of the outstanding $350 million 5% subordinated convertible
pay-in-kind debenture from Laidlaw Inc. 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.
REVISES TIMING FOR REPURCHASE OF PIK
Columbia, S.C.--May 5, 1999--Safety-Kleen Corp. (NYSE: SK) announced today that
notice had been received from the Securities and Exchange Commission (SEC) in
which the SEC advised of its intention to fully review the Company's Preliminary
Proxy Statement filed on April 23, 1999, in connection with Safety-Kleen's
previously announced repurchase of the outstanding $350 million 5% subordinated
convertible pay-in-kind debenture ("PIK") from Laidlaw Inc. The SEC review is
expected to delay the Special Meeting of Shareholders until early July, 1999.
The Special Meeting is required in order to approve the issuance of 11.3 million
Safety-Kleen common shares which form part of the consideration for the
repurchase of the PIK.
FOR FURTHER INFORMATION CONTACT:
- ---------------------------------
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 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 10, 1999
