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
August 1, 2000
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Date of earliest event reported
SAFETY-KLEEN CORP.
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(Exact name of Registrant as specified in its charter)
Delaware 001-8368 51-0228924
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
1301 Gervais Street, Suite 300
Columbia, South Carolina 29201
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(Address of principal executive offices, including zip code)
(803) 933-4200
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
(a) (i) On August 1, 2000, the Company dismissed PricewaterhouseCoopers LLP
as its independent accountants. (ii) The reports of
PricewaterhouseCoopers LLP on the financial statements of the
Company for each of the past two years contained no adverse opinion
or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles (see paragraph
(v) below). (iii) The decision to change accountants was recommended
by the Special Committee, as described in b (i) below, and the Audit
Committee of the Company's Board of Directors, and was approved by
the Company's Board of Directors. (iv) During the Company's two most
recent fiscal years and through the date of this report, there have
not been any disagreements on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or
procedure which disagreements, if not resolved to the satisfaction
of PricewaterhouseCoopers LLP would have caused them to make
reference thereto in their report on the financial statements of the
Company for such periods. (v) During the Company's two most recent
fiscal years and through the date of this report, there were no
"reportable events" as described in Item 304(a)(1)(v) of Regulation
S-K, except as follows:
On March 8, 2000, PricewaterhouseCoopers LLP notified the Company by
letter that because the Company advised that the representations
previously provided by management in connection with the Company's
financial statements for the years ended August 31, 1999, 1998, and
1997 may no longer be relied upon, it was withdrawing its previously
issued reports on those financial statements. It stated further that
such reports should no longer be relied upon or associated with the
Company's financial statements for such years.
(vi) The Company has requested that PricewaterhouseCoopers LLP furnish it
with a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the above statements. A copy
of such letter, dated August 8, 2000, is filed as Exhibit 16.1 to
this Form 8-K.
(b) (i) Subject to the approval of the United States Bankruptcy Court for
the District of Delaware, Arthur Andersen LLP has been engaged by
the Company as its new independent accountant to audit the Company's
financial statements, effective as of August 2, 2000. Prior to the
engagement of Arthur Andersen LLP, the Company had not consulted
with Arthur Andersen LLP during its two most recent fiscal years and
through the date of this report regarding (A) either the application
of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements, and either a written
report was provided to the Company or oral advice was provided that
Arthur Andersen concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing, or
financial reporting issue, or (B) the subject of either a
disagreement or a reportable event described in Paragraph (a) (v)
above, except as follows:
Subsequent to the issuance of PricewaterhouseCoopers LLP's report
dated October 5, 1999 and in connection with the initiation of an
internal investigation being supervised by
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a Special Committee of the Board of Directors established for that
purpose, the Special Committee engaged legal counsel. On March 4,
2000 legal counsel engaged Arthur Andersen to conduct an
investigation of the Company's prior reported financial results for
the fiscal years ended August 31, 1997, 1998, and 1999 and the
interim period ended November 30, 1999 and certain of its accounting
policies and practices. In connection with that investigation, the
Company has had consultations with Arthur Andersen LLP on certain
accounting and auditing matters. The matters discussed with Arthur
Andersen LLP have included, but are not necessarily limited to, the
Company's revenue recognition policies, asset capitalization
policies, accounting for derivative financial instruments and
accounting for business combinations. The Company has also had
ongoing discussions with PricewaterhouseCoopers LLP on certain of
these matters. No written reports or opinions have been provided to
management or to the Special Committee by Arthur Andersen LLP and
the investigation is ongoing at this time. Other than in connection
with the above referenced investigation, the Company has not
consulted with Arthur Andersen LLP regarding its accounting policies
and the application of accounting principles, and has not consulted
with Arthur Andersen LLP regarding the type of audit opinion that
might be rendered on the Company's financial statements.
(ii) The Company has requested that Arthur Andersen LLP furnish it with a
letter addressed to the Securities and Exchange Commission
containing any new information, clarification of the Company's
expression of its views, or the respects in which it does not agree
with the above statements. A copy of such letter, dated August 3,
2000 is filed as Exhibit 16.2 to this Form 8-K.
Item 7. Financial Statements and Exhibits.
Exhibit No. Description
16.1 Letter from PricewaterhouseCoopers LLP, dated August 8, 2000 to the
Securities and Exchange Commission, pursuant to Item 304(a) (3) of
Regulation S-K.
16.2 Letter from Arthur Andersen LLP dated August 3, 2000 to the
Securities and Exchange Commission, pursuant to Item 304(b) of
Regulation S-K.
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Signature
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: August 8, 2000 SAFETY-KLEEN CORP.
By: /s/ David Thomas, Jr.
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David Thomas, Jr.
Chief Executive Officer and
Chairman of the Board
