SAFETY KLEEN CORP/
8-K, 2000-03-13
HAZARDOUS WASTE MANAGEMENT
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                       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

                                 March 13, 2000
                        ---------------------------------
                        (Date of earliest event reported)

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

 Delaware                          001-8368                    51-0228924
(State of                    (Commission File No.)           (IRS Employer
 Incorporation)                                              Identification No.)


                         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)


                                 Not Applicable
                        ---------------------------------
          (Former name or former address, if changed since last report)



<PAGE>




ITEM 5.  OTHER EVENTS

On March 13,  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.


Exhibit No.                 Description
- -------------     -------------------------------------
99.1              Press Release issued March 13, 2000 (Filed herewith.)




<PAGE>


                                    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 13, 2000                    By:  /s/ Grover C. Wrenn
                                              -------------------
                                              Grover C. Wrenn
                                              Vice Chairman




<PAGE>






                                  EXHIBIT INDEX

Exhibit No.     Description
- -----------     -----------------------------------------------------
99.1            Press Release issued March 13, 2000 (Filed herewith.)







                                  Exhibit 99.1


                              FOR IMMEDIATE RELEASE

                            COLUMBIA, SOUTH CAROLINA
                                 MARCH 13, 2000

             SAFETY-KLEEN REPORTS CONTINUING INTERNAL INVESTIGATION;
                  WITHDRAWAL OF PRICEWATERHOUSECOOPERS REPORTS;
                    NEED FOR CASH TO FUND CURRENT OPERATIONS;
                              AND SEC INVESTIGATION

         Safety-Kleen  Corp.  (NYSE:  SK)  announced  today that the  Company is
continuing the previously announced internal investigation of its prior reported
financial  results  and  certain  of  its  accounting  policies  and  practices.
Preliminary  results  of  such  investigation  indicate  that  there  have  been
accounting  irregularities  that  affected  the  previously  reported  financial
results  of the  Company  since  fiscal  year 1998.  The  Company is not able to
quantify  the  effect  of  such  irregularities   pending  the  outcome  of  the
investigation.

         On March 8, 2000,  PricewaterhouseCoopers  LLP  notified the Company by
letter that it was  withdrawing  its previously  issued reports on the financial
statements  of the Company for the years ended August 31,  1999,  1998 and 1997,
and  stated  further  that such  reports  should  no  longer  be relied  upon or
associated with the Company's  financial  statements for such years. The Company
filed a current  report on form 8-K with the SEC regarding  this matter on March
10,   2000  and   attached   the   letter   as  an   exhibit   to  the   report.
PricewaterhouseCoopers  remains  the auditor of record and is  assisting  Arthur
Anderson with the investigation  and the restatement of the Company's  financial
statements.

         The Company's interim management has determined that the Company's cash
position and cash generated from  operations  will not be sufficient to fund its
current operations  without engaging in short-term  borrowings or selected asset
dispositions.  The  Company  is in default  under  certain  financial  covenants
contained  in its  credit  agreements  and is not  able to  borrow  under  those
agreements  without a waiver of such  defaults  by the  lenders.  The Company is
currently engaged in negotiations with the lenders and will not be in a position
to comment further on such negotiations pending their resolution.

         The  Company  has  been  advised  by the  staff of the  Securities  and
Exchange  Commission  that a  formal  investigation  of  the  Company  has  been
initiated. The Company has advised the SEC that it intends to cooperate fully in
the investigation.

         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  its
previously reported internal 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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