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 17, 1999 (May 12, 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, Sourth 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 May 12, 1999, Safety-Kleen Corp. (NYSE: SK) announced that it is in
the process of completing its offering of $225 million of 9-1/4% senior notes
due 2009 in a private placement. The senior notes will be issued on May 17,
1999, at a price per senior note of 100.00%. The net proceeds from this offering
are expected to aggregate approximately $218.5 million. The Company expects to
use the net proceeds of the private offering to fund the cash portion of 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 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.
OFFERING OF 9-1/4% SENIOR NOTES
COLUMBIA, S.C., -- MAY 12, 1999 - Safety-Kleen Corp. (NYSE: SK) announced today
that it is in the process of completing its offering of $225 million of 9-1/4%
senior notes due 2009 in a private placement. The senior notes will be issued on
May 17, 1999, at a price per senior note of 100.00%. The net proceeds from this
offering are expected to aggregate approximately $218.5 million. The Company
expects to use the net proceeds of the private offering to fund the cash portion
of 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, which will be general unsecured unsubordinated obligations of
Safety-Kleen Corp., will be effectively subordinated to all other 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.
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:
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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 17, 1999
