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
Date of Report (Date of earliest event reported)
October 12, 1999 (October 12, 1999)
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
<PAGE>
ITEM 5. OTHER EVENTS
On October 12, 1999, Safety-Kleen Corp. (NYSE: SK) announced that it received a
detailed report from its Special Committee and its financial advisor, Raymond
James & Associates, on strategic and financial alternatives for the Company. The
Special Committee of independent directors, which had been formed on September
14 to evaluate the Company's response to Laidlaw Inc.'s intention to sell its
approximately 44% stake in Safety-Kleen, made a recommendation to the Board that
it begin discussions with likely sale or strategic merger candidates. Sections
of this report 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. The full text of the announcement is
reproduced below.
For Immediate Release
SAFETY-KLEEN
RECEIVES REPORT FROM SPECIAL COMMITTEE
AND FINANCIAL ADVISOR
Columbia, S.C.--October 12, 1999--Safety-Kleen Corp. (NYSE: SK) announced that
it received a detailed report from its Special Committee and its financial
advisor, Raymond James & Associates, on strategic and financial alternatives for
the Company. The Special Committee of independent directors, which had been
formed on September 14 to evaluate the Company's response to Laidlaw Inc.'s
intention to sell its approximately 44% stake in Safety-Kleen, made a
recommendation to the Board that it begin discussions with likely sale or
strategic merger candidates.
After due consideration, Safety-Kleen's Board unanimously agreed with the
recommendation of the Special Committee. The Board approved the reinstitution of
the Company's shareholders' rights plan to help insure that all shareholders
will be given an opportunity to participate in any sale or merger which may take
place.
Kenneth W. Winger, President and Chief Executive Officer of Safety-Kleen, said,
"While the Special Committee has initially concluded that a sale or merger of
Safety-Kleen will probably result in the best value for all shareholders at this
time, its role will be to supervise the pursuit of these strategic options and
give consideration to events as they unfold. The reinstitution of the
shareholders' rights plan will allow the Board to maintain an equitable process
for all parties."
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
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.
-END-
<PAGE>
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: October 12, 1999
