SAFETY KLEEN CORP/
8-K, 2000-03-06
HAZARDOUS WASTE MANAGEMENT
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                  March 6, 2000
               Date of Report (Date of earliest event reported):

                               SAFETY-KLEEN CORP.
             (Exact name of Registrant as specified in its Charter)

<TABLE>
<S>                                     <C>                              <C>
          Delaware                               1-8368                              51-0228924
(State or Other Jurisdiction of         (Commission File Number)         (IRS Employer Identification Number)
Incorporation or Organization)
</TABLE>

         1301 Gervais Street, Suite 300, Columbia, South Carolina 29201
          (Address of principal executive offices, including zip code)

                                 (803) 933-4200
               (Registrant's telephone number, including area code


<PAGE>   2

ITEM 5.  OTHER EVENTS

On March 6, 2000, the registrant issued the press release filed with this
Current Report on Form 8-K as Exhibit 99.1. The information contained in Exhibit
99.1 is incorporated by reference herein.




ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.



<TABLE>
<CAPTION>
Exhibit No.                 Description
- --------------------        ----------------------------------------------------
<S>                         <C>
99.1                        Press Release issued March 6, 2000 (Filed herewith.)
</TABLE>



                                      -1-
<PAGE>   3

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                       SAFETY-KLEEN CORP.



Date:  March 6, 2000                   By:      /s/ Grover C. Wrenn
                                                --------------------------------
                                                Grover C. Wrenn
                                                Vice Chairman


                                      -2-
<PAGE>   4



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                 Description
- --------------------        ----------------------------------------------------
<S>                         <C>
99.1                        Press Release issued March 6, 2000 (Filed herewith.)
</TABLE>



                                      -3-

<PAGE>   1
- --------------------------------------------------------------------------------

SAFETY-KLEEN CORP.                  PRESS RELEASE

- --------------------------------------------------------------------------------

FOR IMMEDIATE RELEASE

COLUMBIA, SOUTH CAROLINA
MARCH 6, 2000

                SAFETY-KLEEN ANNOUNCES INTERNAL INVESTIGATION OF
                              ACCOUNTING PRACTICES

        Safety-Kleen Corp. (NYSE:SK) announced today that it has initiated an
internal investigation of its prior reported financial results and certain of
its accounting policies and practices following receipt by the Company's Board
of Directors of information alleging possible accounting irregularities that
may have affected the previously reported financial results of the Company
since fiscal year 1998. The Board has appointed a special committee, consisting
solely of four independent outside directors of the Company, to spearhead the
internal investigation, and has engaged Shaw Pittman and Arthur Andersen LLP to
conduct a thorough and comprehensive investigation of these matters. Pending
the outcome of the investigation, the Board also has placed Kenneth W. Winger,
Michael J. Bragagnolo, and Paul R. Humphreys, the Company's Chief Executive
Officer, Executive Vice President and Chief Operating Officer, and Chief
Financial Officer, respectively, on administrative leave. In addition, the
Board has elected Grover C. Wrenn as Vice Chairman of the Board and has asked
him to oversee the management of the Company on an interim basis.

        David E. Thomas, Jr., Chairman of the Executive Committee of
Safety-Kleen's Board, explained that "We are taking these allegations very
seriously. If, after the intensive fact finding initiative is concluded, the
allegations prove to be true, we will take all appropriate actions to correct
previously issued financial statements, reports or other documents that contain
erroneous financial information. Over the next several days, members of the
Board will inform the appropriate regulatory authorities and the Company's
lenders about the internal investigation. Our primary and overriding concern is
to ensure that the information provided to our shareholders and the public is
reliable and accurate."

        Grover Wrenn has extensive experience in the environmental services
industry. In 1982, Mr. Wrenn founded ENVIRON Corporation, a leading
environmental health risk assessment firm which merged with Allied Bioscience
International (NASDAQ:APBI) in 1990. Mr. Wrenn also has served as Chief
Executive Officer of EnSys Environmental Products, Inc., where he is presently
the Chairman of the Board. From 1974 to 1980, Mr. Wrenn served as Director of
the Health Standards Program for the Occupational Safety and Health
Administration, United States Department of Labor, and from 1979 to 1980 as the
Director of Federal Compliance and State Programs. Mr. Wrenn served on the
Board of the Environmental Law Institute from 1989-1994 and as Chairman of the
Institute from 1991-1994.
<PAGE>   2
        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 systems to
over 400,000 customers in North America.

        This press release contains forward-looking statements. Actual results
and events may differ materially from those projected in the forward-looking
statements. Many factors could cause actual events and results to differ from
those expected, including, but not limited to, the unanticipated loss of key
employees, factors that may impede the Company's ability to conclude the
investigation satisfactorily and expediently, and factors that may affect the
timely implementation of any remedial action.

        For further information contact: Grover C. Wrenn, 803-933-4212.


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